Exhibit
10.5


	
  

  	
  LIMITED
  LIABILITY PARTNERSHIP

  
	
   

  
	
   

  
	
   

  	
  CONFORMED COPY

  Incorporating changes
  made pursuant to amendment agreements dated 29 September 2004, 28 October
  2004, 7 January 2005, 22 August 2005 and 31 March 2006

  



 


 


£200,000,000 MULTI-CURRENCY TERM, REVOLVING CREDIT
FACILITIES AGREEMENT


 


dated  4  MARCH 2004


 


for


 


IRON MOUNTAIN EUROPE LIMITED


 


arranged by


 


BARCLAYS CAPITAL


 


and


 


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND


 


WITH


 


THE
GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND




acting
as Facility Agent


 


and


 


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

acting as Security Trustee


 






£200,000,000
MULTI-CURRENCY TERM, REVOLVING CREDIT FACILITIES AGREEMENT




















CONTENTS


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions And Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  The Facilities

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Purpose

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Conditions Of Utilisation

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Utilisation Of Loans

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Utilisation - Letters Of Credit

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Letters Of Credit

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Optional Currencies

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Ancillary Facilities

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Repayment

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Prepayment And Cancellation

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Interest

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Interest Periods

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Changes To The Calculation Of Interest

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Fees

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Tax Gross Up And Indemnities

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Increased Costs

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Other Indemnities

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Mitigation By The Lenders

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Costs And Expenses

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Guarantee And Indemnity

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Representations

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Information Undertakings

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Financial Covenants

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  General Undertakings

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Events Of Default

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Changes To The Lenders

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Changes To The Obligors

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Role Of The Facility Agent, The Arranger, The
  Issuing Bank And Others

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Role Of Security Trustee

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Conduct Of Business By The Finance Parties

  	
   

  	
  113

  



 











 


	
  32.

  	
  Sharing Among The Finance Parties

  	
   

  	
  114

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Payment Mechanics

  	
   

  	
  116

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Set-Off

  	
   

  	
  119

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Application Of Proceeds

  	
   

  	
  119

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  Notices

  	
   

  	
  121

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  Calculations And Certificates

  	
   

  	
  124

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  Partial Invalidity

  	
   

  	
  124

  
	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  Remedies And Waivers

  	
   

  	
  124

  
	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  Amendments And Waivers

  	
   

  	
  125

  
	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
  Counterparts

  	
   

  	
  126

  
	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  Governing Law

  	
   

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  Enforcement

  	
   

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 The
  Original Parties

  	
   

  	
  128

  
	
   

  	
  Part I The Original Obligors

  	
   

  	
  128

  
	
   

  	
  Part II The Original Lenders

  	
   

  	
  129

  
	
   

  	
  Part III Dormant Subsidiaries

  	
   

  	
  130

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2 Conditions
  Precedent

  	
   

  	
  131

  
	
   

  	
  Part I Conditions Precedent To Initial Utilisation

  	
   

  	
  131

  
	
   

  	
  Part II Conditions Precedent Required To Be
  Delivered By An Additional Obligor

  	
   

  	
  136

  
	
   

  	
  Part III
  Transaction Security Documents And Security Related Documents To Be Delivered
  By Additional Obligors

  	
   

  	
  140

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 3 Requests

  	
   

  	
  141

  
	
   

  	
  Part I A Utilisation Request

  	
   

  	
  141

  
	
   

  	
  Part I BUtilisation
  Request

  	
   

  	
  143

  
	
   

  	
  Part II Selection Notice

  	
   

  	
  145

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 4 Mandatory
  Cost Formulae

  	
   

  	
  146

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 5 Form Of
  Transfer Certificate

  	
   

  	
  149

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 6 Form Of
  Accession Letter

  	
   

  	
  151

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 7 Form Of
  Compliance Certificate

  	
   

  	
  153

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8 Timetables

  	
   

  	
  155

  
	
   

  	
  Part I.

  	
   

  	
  155

  
	
   

  	
  Part II Letters Of Credit

  	
   

  	
  157

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 9 Material
  Companies

  	
   

  	
  158

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 LMA
  Confidentiality Undertaking

  	
   

  	
  159

  



 











 


	
  Schedule 11.

  	
   

  	
  164

  
	
   

  	
  Part I Existing Retained Facilities

  	
   

  	
  164

  
	
   

  	
  Part II Existing Retained Security

  	
   

  	
  166

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 12 Form Of
  Letter Of Credit

  	
   

  	
  168

  



 















 


THIS AGREEMENT
is dated fourth March 2004 and made


BETWEEN:


(1)                            IRON MOUNTAIN EUROPE LIMITED (registration number 2321917) (the “Parent”);


(2)                            THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Obligors) as original borrowers (the “Original Borrowers”);


(3)                            THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Obligors) as original guarantors (together with
the Parent, the “Original Guarantors”);


(4)                            BARCLAYS CAPITAL and THE GOVERNOR
AND COMPANY OF THE BANK OF SCOTLAND (whether acting individually or
together the “Arranger”);


(5)                            THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original
Lenders) as lenders (the “Original Lenders”);


(6)                            THE GOVERNOR AND COMPANY OF THE BANK
OF SCOTLAND as
Facility Agent of the Lenders (the “Facility Agent”);


(7)                            THE GOVERNOR AND COMPANY OF THE
BANK OF SCOTLAND
as Security Trustee for the Secured Parties (the “Security Trustee”); and


(8)                            THE GOVERNOR AND COMPANY OF THE
BANK OF SCOTLAND
as issuing bank (the “Issuing Bank”).


IT IS AGREED as
follows:


SECTION 1


INTERPRETATION


1.                                DEFINITIONS
AND INTERPRETATION


1.1                         Definitions


In this Agreement:


“ABN Charges”
means the deeds of mortgage granted by Iron Mountain Nederland B.V. in favour
of ABN Onroerend Goed Lease B.V. and listed in Part II (Existing Retained Security) of Schedule
11.


“ABN Pledges”
means the pledges of bank accounts dated 25 November 1996, 29 December 1997 and
31 October 2000 granted by Iron Mountain Nederland B.V. in favour of ABN Amro
and listed in Part II (Existing Retained
Security) of Schedule 11.


“Accession Letter”
means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).


“Accounting Principles”
means generally accepted accounting principles in the United Kingdom.



 1
 






 



“Additional Borrower”
means a company which becomes an Additional Borrower in accordance with Clause
28 (Changes to the Obligors).


“Additional Cost Rate”
has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).


“Additional Guarantor”
means a company which becomes an Additional Guarantor in accordance with Clause
28 (Changes to the Obligors).


“Additional Obligor”
means an Additional Borrower or an Additional Guarantor.


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.


“Agent’s Spot Rate of
Exchange” means the Facility Agent’s spot rate of exchange for the
purchase of the relevant currency with the Base Currency in the London foreign
exchange market as of 11:00 a.m. on a particular day.


“Ancillary Commitment”
means, in relation to an Ancillary Lender the maximum amount from time to time
of the Ancillary Facilities made available by such Ancillary Lender to the
extent not cancelled under this Agreement or the Ancillary Documents relating
to that Ancillary Facility.


“Ancillary Document”
means each document relating to or evidencing the terms of an Ancillary
Facility.


“Ancillary Facility”
means any ancillary facility made available to any Obligor upon request as
described in Clause 9 (Ancillary Facilities).  The Facility Agent hereby confirms by its
signature to this Agreement that the following are Ancillary Facilities at the
date of this Agreement,


(a)                                      a £5,000,000 multi option facility made between Bank
of Scotland and certain Obligors dated on or about the date of this Agreement;


(b)                                     a £5,000,000 facility made between Barclays Bank PLC
and certain Obligors dated on or about the date of this Agreement.


“Ancillary Lender”
means any Lender or Lenders selected as an Ancillary Lender by the Parent by
notice to the Facility Agent.  Barclays
Bank PLC and The Governor and Company of the Bank of Scotland are Ancillary
Lenders as at the date of this Agreement.


“Ancillary
Outstandings” means, at any time, in relation to an Ancillary
Facility the aggregate of the following amounts outstanding under that
Ancillary Facility then in force:


(a)                                      the principal amount under each overdraft facility and
on demand short term loan facility calculated on a net basis;



 2
 






 



(b)                                     the face amount of each guarantee, bond and letter of
credit under each guarantee, bonding or letter of credit facility; and


(c)                                      the amount fairly representing the aggregate exposure
(excluding interest and similar charges) of that Ancillary Lender under each
other type of accommodation provided under that Ancillary Facility as
determined by such Ancillary Lender in accordance with the relevant Ancillary
Document or market practice.


“Ancillary
Utilisation” means an advance made or guarantee, bond or letter of
credit issued under the Ancillary Facility.


“Anniversary”
means an anniversary of the date of signing of this Agreement.


“Approved Subordinated Debt” means:


(a)                                      Subordinated Loans under the Subordinated Loan
Agreement; and


(b)                                     any subordinated debt to which the Majority Lenders
have given their prior written consent.


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.


“Availability
Period” means:


(a)                                      in relation to the Term Facility, the period from and
including the date of this Agreement to and including the date falling one
Month after the date of this Agreement; and


(b)                                     in relation to the Revolving Facility, the period from
and including the date of this Agreement to and including the Final Maturity
Date.


“Available
Commitment” means, in relation to a Facility, a Lender’s Commitment
under that Facility minus (subject as set out below):


(a)                                      the Base Currency Amount of its participation in any
outstanding Loans under that Facility; and


(b)                                     in relation to any proposed Utilisation, the Base
Currency Amount of its participation in any other Loans that are due to be made
under that Facility on or before the proposed Utilisation Date.


For the purposes of calculating a Lender’s Available
Commitment in relation to any proposed Utilisation under the Revolving Facility
only, that Lender’s participation in any Revolving Facility Utilisations that
are due to be repaid or prepaid on or before the proposed Utilisation Date and
the Lender’s participation in any Revolving Loans that are due to be repaid or
prepaid on or before the proposed Utilisation Date shall not be deducted from a
Lender’s Commitment under that Facility.



 3
 






 



“Available Facility”
means, in relation to a Facility, the aggregate for the time being of each
Lender’s Available Commitment in respect of that Facility.


“Base Currency”
means sterling.


“Base Currency Amount”
means in relation to a Utilisation, the amount specified in the Utilisation
Request delivered by a Borrower for that Utilisation (or, if the amount
requested is not denominated in the Base Currency, that amount converted into
the Base Currency at the Agent’s Spot Rate of Exchange on the date which is
three Business Days before the Utilisation Date or, if later, on the date the
Facility Agent receives the Utilisation Request in accordance with the terms of
this Agreement) and, in the case of a Letter of Credit, as adjusted under
Clause 6.7 (Revaluation of Letters of Credit)
at six monthly intervals, as adjusted to reflect any repayment, prepayment,
consolidation or division of a Utilisation.


“Borrowings”
has the meaning ascribed to it in Clause 24.1 (Financial
definitions).


“Borrower” means
an Original Borrower or an Additional Borrower unless it has ceased to be a
Borrower in accordance with Clause 28 (Changes to the Obligors).


“Break Costs”
means the amount (if any) by which:


(a)                                      the interest which a Lender should have received for
the period from the date of receipt of all or any part of its participation in
a Loan or Unpaid Sum to the last day of the current Interest Period in respect
of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received
been paid on the last day of that Interest Period;


exceeds:


(b)                                     the amount which that Lender would be able to obtain
by placing an amount equal to the principal amount or Unpaid Sum received by it
on deposit with a leading bank in the Relevant Interbank Market for a period
starting on the Business Day following receipt or recovery and ending on the
last day of the current Interest Period.


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for
general business in London and:


(a)                                      (in relation to any date for payment or purchase of a
currency other than euro) the principal financial centre of the country of that
currency; or


(b)                                     (in relation to any date for payment or purchase of
euro) any TARGET Day.


“Cash” means, at any time, cash at bank
denominated in sterling, dollars or euro and credited to an account in the name
of an Obligor with an Eligible Deposit Bank and to which an Obligor is alone
beneficially entitled and for so long as:


(a)                                      that cash is repayable on demand;



 4
 






 



(b)                                     repayment of that cash is not contingent on the prior
discharge of any other indebtedness of any Group member or of any other person
whatsoever or on the satisfaction of any other condition; and


(c)                                      there is no Security over that cash except Transaction
Security.


“Charged Property”
means all of the assets of the Obligors which from time to time are, or are
expressed to be, the subject of the Transaction Security.


“Confidentiality
Undertaking” means a confidentiality undertaking substantially in a
recommended form of the LMA as set out in Schedule 10 (Confidentiality Undertaking) or in any other
form agreed between the Parent and the Facility Agent.


“Commitment”
means a Term Commitment or a Revolving Commitment.


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).


“Conditions
Subsequent Longstop Date” has the meaning ascribed to it in Clause
25.23 (Conditions Subsequent).


“Consolidated Total
Net Debt” has the meaning given to such term in Clause 24.1 (Financial definitions).


“Credit Participation” means, in relation to
a Lender, the aggregate of:


(a)                                      its aggregate Commitments; and


(b)                                     its aggregate Ancillary Commitments (if any).


“Dangerous
Substances” means any radiation and any substance (whether in solid
or liquid or gaseous form) capable (whether alone or in combination with any
other substance) of causing harm to man or any other living organism or
damaging property or the environment including, without limitation, any
controlled, special, hazardous, toxic, radioactive or dangerous waste.


“Debenture”
means any Transaction Security Document described as a debenture in paragraph 4
of Schedule 2 (Conditions Precedent).


“Debt or Equity
Issue” has the meaning ascribed to it in Clause 11.8 (Mandatory Prepayment from Debt or Equity Proceeds).


“Debt or Equity
Proceeds” has the meaning ascribed to it in Clause 11.8 (Mandatory Prepayment from Debt or Equity Proceeds).


“Default” means
an Event of Default or any event or circumstance which would (with the expiry
of a grace period, the giving of notice, the making of any determination under
the Finance Documents or any combination of any of the foregoing) be an Event
of Default.



 5
 






 



“Delegate”
means any delegate, agent, attorney or co-trustee appointed by the Security
Trustee.


“Dormant”
has the meaning given to it in Section 249AA(4) of the Companies Act 1985.


“Dormant
Subsidiaries” means each of the members of the Group which are
Dormant and which are listed in Part III of Schedule 1 (The Original Parties).


“Due Diligence
Report” means the due diligence report dated 27 January 2004 prepared
by RSM Robson Rhodes and addressed to and/or capable of being relied upon by
the Arranger and the Secured Parties.


“EBITDA”
has the meaning given to such term in Clause 24.1 (Financial definitions).


“Eligible Deposit
Bank” means any bank or financial institution with a short term
rating of at least A1 granted by Standard and Poor’s Corporation or P1 granted
by Moody’s Investor’s Services Inc..


“Environmental Claim”
means any claim, proceeding or investigation by any person in respect of any
Environmental Law.


“Environmental
Law” means any applicable law or regulation which relates to:


(a)                                      the pollution or protection of the environment;


(b)                                     harm to or the protection of human health; or


(c)                                      the health of animals or plants.


“Environmental Permits”
means any permit, licence, consent, approval and other authorisation and the
filing of any notification, report or assessment required under any
Environmental Law for the operation of the business of any member of the Group
conducted on or from the properties owned or used by any member of the Group.


“Eurostorage
Acquisition” means the acquisition of the assets, business and
undertaking comprising Eurostorage Dossier & Archief Beheer B.V. by Iron
Mountain Nederland B.V. on 27 February 2004.


“Event of Default”
means any event or circumstance specified as such in Clause 26 (Events of Default).


“Existing Deferred
Consideration” means:


(a)                                      the deferred consideration of up to euros 2,200,000
due on 12 April 2004 by the Iron Mountain Holdings (Europe) Limited pursuant to
the acquisition by Iron Mountain Holdings (Europe) Limited of the entire issued
share capital of Iron Mountain Ireland (Holdings) Limited (formerly Beverley
Records Management Limited);



 6
 






 



(b)                                     the deferred consideration of up to euros 2,150,000
due on 1 July 2004 by Iron Mountain Ireland Limited pursuant to the acquisition
by Iron Mountain Ireland Limited of the entire issued share capital of Record
Data Limited; and


(c)                                      the deferred consideration of up to £6,200,000 due by
Iron Mountain Holdings (Europe) Limited on demand pursuant to the acquisition
by Iron Mountain Holdings (Europe) Limited of the entire issued share capital
of Datavault Holdings Limited.


“Existing Facilities”
means the term loans and working capital facility of up to £43,000,000 provided
to, inter alia, the Parent
pursuant to a facility agreement dated 7 May 2003.


“Existing Retained
Facilities” means the loan and other facilities detailed in Part I
of Schedule 11 (Existing Retained Facilities
and Existing Retained Security).


“Existing Retained
Inter-company Facilities” means:


(a)                                      the loan agreement dated 12 July 2003 made between the
Parent and Iron Mountain Group (Europe) Limited pursuant to which Iron Mountain
Group (Europe) Limited made available to the Parent a loan facility of up to
£35,070,000.


(b)                                     the loan agreement dated 12 July 2003 made between the
Parent and Iron Mountain Group (Europe) Limited pursuant to which Iron Mountain
Group (Europe) Limited made available to the Parent a loan facility of up to
£34,930,000.


(c)                                      the demand promissory note dated 4 January 1999 made
between the Parent (then Britannia Data Management Limited) and Iron Mountain
Group (Europe) Limited.


(d)                                     the senior subordinated bridge loan agreement dated 12
July 2003 made between the Parent and Iron Mountain Group (Europe) Limited
pursuant to which Iron Mountain Group (Europe) Limited made available to the
Parent a loan facility of up to £160,000,000.


“Existing Retained
Security” means the security set out in Part II of Schedule 11.


“Expiry Date”
means for a Letter of Credit, the last day of its Term.


“Facility” means
the Term Facility or the Revolving Facility.


“Facility Office”
means the office or offices notified by a Lender to the Facility Agent in
writing on or before the date it becomes a Lender (or, following that date, by
not less than five Business Days’ written notice) as the office or offices
through which it will perform its obligations under this Agreement.



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“Fee Letter” means:


(a)                                      any letter or letters dated on or about the date of
this Agreement between the Arranger and the Parent (or the Facility Agent and
the Parent or the Security Trustee and the Parent) setting out any of the fees
referred to in Clause 15 (Fees); and


(b)                                     any other agreement setting out fees referred to in
Clause 15.4 (Fees payable in respect of
Letters of Credit).


“Final Maturity Date”
means the date falling five years from the date of this Agreement.


“Finance Document”
means this Agreement, any Fee Letter, any Accession Letter, any Resignation
Letter, any Transaction Security Document, the Subordination Agreement, any
Ancillary Document, any Hedging Agreement and any other document designated as
a “Finance Document” by the Facility Agent
and the Parent.


“Finance Party”
means the Facility Agent, the Arranger, the Security Trustee, a Lender, the
Issuing Bank, a Hedge Bank or any Ancillary Lender.


“Financial
Indebtedness” means any indebtedness for or in respect of:


(a)                                      Borrowings;


(b)                                     any derivative transaction entered into in connection
with protection against or benefit from fluctuation in any rate or price (and,
when calculating the value of any derivative transaction, only the marked to
market value shall be taken into account); and


(c)                                      (without double counting) the amount of any liability
in respect of any guarantee or indemnity or similar assurance against financial
loss for any of the items referred to in the preceding paragraphs of this
definition and any agreement to maintain the solvency of any person whether by
investing in, lending to or purchasing the assets of such person.


“Financial Quarter”
has the meaning given to that term in Clause 24.1 (Financial
definitions).


“Fortis Pledge”
means the pledge of bank accounts granted by Iron Mountain Nederland B.V. in
favour of Fortis Bank and listed in Part II (Existing
Retained Security) of Schedule 11.


“German Share Pledge
Agreement” means the pledge agreement in respect of the shares in
Iron Mountain Deutschland GmbH dated on or about 19 January 2005 and entered
into by, inter alia, the Parent and the Security Trustee.


“German Transaction
Security” means any security assumed and accepted by or through the
Security Trustee or the Secured Parties, as the case may be, pursuant to any
German Transaction Security Document and held or administered by the Security



 8
 






 



Trustee on behalf of or in trust for the Secured
Parties hereunder and any addition or replacement or substitution thereof.


“German Transaction
Security Documents” means all Transaction Security Documents
governed by German Law and “German
Transaction Security Document” means any of them.


“Group” means
the Parent and its Subsidiaries for the time being.


“Guarantor”
means an Original Guarantor or an Additional Guarantor, unless it has ceased to
be a Guarantor in accordance with Clause 28 (Changes to
the Obligors).


“Hays IMS”
means the information management services business acquired by the Parent from
Hays plc and certain of its associated companies comprising business and assets
within the United Kingdom and shares in other jurisdictions.


“Hays IMS
Acquisition” means the acquisition by the Group of the entire
business and assets and certain shares comprising Hays IMS from Hays Plc on 16
July 2003, treated as effective as from 1 July 2003.


“Hays IMS
Acquisition Indebtedness” has the meaning described to it in
paragraph (a)(ii) of Clause 3.1 (Purpose).


“Hays’ Leases”
means the leasehold interests to be assigned to certain members of the Group
pursuant to the Hays IMS Acquisition.


“Hedge Bank”
means any Lender or an Affiliate of a Lender which (if not a Lender) has
acceded to this Agreement, which enters into a Hedging Agreement.


“Hedging Agreement”
means any agreement entered into or to be entered into by a Borrower and a
Hedge Bank for the purpose of hedging interest rate liabilities in relation to
the Facilities in accordance with the Hedging Strategy Letter.


“Hedging Strategy
Letter” means the letter in the agreed form from the Parent to the
Facility Agent setting out the hedging strategy.


“Holding Company”
means, in relation to a company or corporation, any other company or corporation
in respect of which it is a Subsidiary.


“ICC Charges”
means the chattel mortgages and the debenture granted by Iron Mountain Ireland
Limited in favour of Bank of Scotland (formerly ICC Bank plc) and listed in
Part II (Existing Retained Security)
of Schedule 11.


“Information Memorandum”
means the document in the form approved by the Parent which, at the request of
the Parent and on its behalf was prepared in relation to this transaction and
distributed by the Arranger to selected financial institutions before the date
of this Agreement.



 9
 






 



“Interest Period”
means, in relation to a Loan, each period determined in accordance with Clause
13 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 12.3 (Default Interest).


“Joint Venture Group
Company” means any joint venture company, corporation, partnership,
trust or other entity in any jurisdiction in which a member of the Group owns
75 per cent. or less of the issued share capital equity or voting rights.


“L/C Proportion”
means in relation to a Lender in respect of any Letter of Credit, the
proportion (expressed as a percentage) borne by that Lender’s Available
Commitment to the relevant Available Facility immediately prior to the issue of
that Letter of Credit.


“Lender”
means:


(a)                                      any Original Lender; and


(b)                                     any bank, financial institution, trust, fund or other
entity which has become a Party in accordance with Clause 27 (Changes to the Lenders),


which in each case has not ceased to be a Party in
accordance with the terms of this Agreement.


“Letter of Credit” means:


(a)                                      a letter of credit, substantially in the form set out
in Schedule 12 (Form of Letter of Credit)
or in any other form requested by the Parent and agreed by the Facility Agent,
the Issuing Bank and the Lenders; or


(b)                                     any guarantee, indemnity or other instrument in a form
requested by a Borrower (or the Parent on its behalf) and agreed by the
Facility Agent, the Issuing Bank and the Lenders.


“LIBOR”
means, in relation to any Loan:


(a)                                      the applicable Screen Rate; or


(b)                                     (if no Screen Rate is available for the currency or
Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards
to four decimal places) as supplied to the Facility Agent at its request quoted
by the Reference Banks to leading banks in the London interbank market,


as of the Specified Time on the Quotation Day for the
offering of deposits in the currency of that Loan and for a period comparable
to the Interest Period for that Loan.


“Loan” means a
Term Loan or a Revolving Loan.


“LMA” means the Loan Market Association.



 10














 


“Majority Creditors”
means, at any time, a Lender or Lenders whose Credit Participations at that
time aggregate more than 66 2/3% of the total Credit Participations at that time.


“Majority Lenders” means, at any time:


(a)                                      a Lender or Lenders whose Commitments aggregate more
than 66 2/3% of the Total Commitments at that time; or


(b)                                     if the Total Commitments have been reduced to zero, a
Lender or Lenders whose Commitments aggregated more than 66 2/3% of the Total Commitments immediately prior to the
reduction).


“Mandatory Cost”
means the percentage rate per annum calculated by the Facility Agent in
accordance with Schedule 4 (Mandatory Cost Formulae).


“Margin”
means 1.75 per cent. per annum:


but if:


(a)                                      no Event of Default has occurred and is continuing;


(b)                                     a period of at least 12 months has expired since the
date of this Agreement; and


(c)                                      the ratio of Consolidated Total Net Debt at the end of
the most recently completed Relevant Period to EBITDA for such Relevant Period
is within the range set out below:


then the Margin for each Loan will be the percentage
per annum set out below opposite that range.




	
  Column A

  	
   

  	
  Column B

  	
   

  
	
  Consolidated Total Net Debt to
  EBITDA

  	
   

  	
  Margin% p.a.

  	
   

  
	
  Greater than or equal
  to 3.5:1

  	
   

  	
  1.75

  	
   

  
	
  Less than 3.5:1 but greater
  than or equal to 3.0:1

  	
   

  	
  1.50

  	
   

  
	
  Less than 3.0:1

  	
   

  	
  1.25

  	
   

  






Any increase or reduction in the Margin shall take
effect on the date of receipt by the Facility Agent of the Compliance
Certificate for that Relevant Period pursuant to Clause 23.2 (Compliance Certificate) provided
that:


(a)                                      if the Parent does not deliver a Compliance
Certificate to the Facility Agent in accordance with the terms of Clause 23.2 (Compliance Certificate), the Margin shall
as from the date immediately following the date on which such



 11
 






 



Compliance Certificate should have been delivered
until the date such Compliance Certificate is delivered, be 1.75 per cent. per
annum; or


(b)                                     if an Event of Default has occurred and is continuing,
the Margin shall, as from the date of the occurrence of the Event of Default
until the date such Event of Default ceases to be continuing, be 1.75 per cent.
per annum.


For the purpose of determining the Margin,
Consolidated Total Net Debt to EBITDA and Relevant Period shall be determined
in accordance with Clause 24.1 (Financial definitions).


“Material
Adverse Effect” means a material adverse change in:


(a)                                      the business, operations, property, condition
(financial or otherwise) or prospects of the Group taken as a whole;


(b)                                     the ability of an Obligor to perform its payment
obligations under the Finance Documents and/or its obligations under Clause
24.2 (Financial Condition); or


(c)                                      the validity or enforceability of the Finance
Documents or the rights or remedies of any Finance Party under any of the
Finance Documents.


“Material
Company” means, at any time a Subsidiary of the Parent which:


(a)                                      is listed in Schedule 9 (Material
Companies); or


(b)                                     has earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as EBITDA, as defined in Clause 24 (Financial Covenants)) representing 5 per
cent. or more of EBITDA; or


(c)                                      has gross assets or turnover (excluding intra-group
items) representing 5 per cent. or more of the gross assets or turnover of the
Group,


in each case calculated on a consolidated basis.


Compliance with the conditions set out in paragraphs
(b) and (c) shall be determined by reference to the most recent Compliance
Certificate supplied by the Parent and/or the latest audited financial
statements of that Subsidiary (consolidated in the case of a Subsidiary which
itself has Subsidiaries) and the latest audited consolidated financial
statements of the Group.


However if a Subsidiary has been acquired since the
date as at which the latest audited consolidated financial statements of the
Group were prepared, the financial statements shall be deemed to be adjusted in
order to take into account the acquisition of that Subsidiary.


A report by the auditors of the Parent that a
Subsidiary is or is not a Material Company shall, in the absence of manifest
error, be conclusive and  binding on all
Parties.



 12
 






 



“Mentmore
Disposal” means the disposal on 27
February 2004 by Mentmore plc of all of its shareholding in the Parent to Iron
Mountain Mayflower Limited.


“Minimum
Subordinated Debt Threshold” means £123,956,000.


“Month”
means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month, except that:


(a)                                      (subject to paragraph (c) below) if the numerically
corresponding day is not a Business Day, that period shall end on the next
Business Day in that calendar month in which that period is to end if there is
one, or if there is not, on the immediately preceding Business Day;


(b)                                     if there is no numerically corresponding day in the
calendar month in which that period is to end, that period shall end on the
last Business Day in that calendar month; and


(c)                                      if an Interest Period begins on the last Business Day
of a calendar month, that Interest Period shall end on the last Business Day in
the calendar month in which that Interest Period is to end.


The above rules will only apply to the last Month of
any period.  “Monthly”
shall be construed accordingly.


“Obligor” means
a Borrower or a Guarantor.


“Obligors’ Agent”
means the Parent, appointed to act on behalf of each Obligor in relation to the
Finance Documents pursuant to Clause 2.3 (Obligors’
Agent).


“Optional
Currency” means:


(a)                                      euro and/or US dollars; and


(b)                                     a currency (other than the Base Currency) which
complies with the conditions set out in Clause 4.3 (Conditions
relating to Optional Currencies) or, as the case may be, Clause
8.1(c) (Selection of Currency).


“Original Financial
Statements” means the audited consolidated financial statements of
the Parent.


“Original Obligor”
means an Original Borrower or an Original Guarantor.


“Overseas Subsidiary”
means those of the Subsidiaries incorporated in a jurisdiction other than the
United Kingdom and Ireland.


“Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.


“Party” means a
party to this Agreement.



 13
 






 



“Pledged Company”
means any direct or indirect Subsidiary of the Parent in respect of which 100%
(or, in the case of Iron Mountain España S.A., 99.99%) of its voting and issued
share capital is pledged pursuant to a Transaction Security Document provided that such Transaction Security
Document creates a valid and effective fixed charge over such voting and issued
share capital of such Subsidiary in its jurisdiction of incorporation.


“Qualifying Lender”
has the meaning given to that term in Clause 16 (Tax Gross-up
and Indemnities).


“Qualifying
Subordinated Loans” means a Subordinated Loan which is made by the
Subordinated Lender to the Parent provided
that the principal amount of Subordinated Loans outstanding on the
date such Subordinated Loan is made to the Parent exceeds the Minimum
Subordinated Debt Threshold.


“Quotation
Day” means, in relation to any period for which an interest rate is
to be determined:


(a)                                      (if the currency is sterling) the first day of that
period;


(b)                                     (if the currency is euro) two TARGET Days before the
first day of that period; or


(c)                                      (for any other currency) two Business Days before the
first day of that period,


unless market practice differs in the Relevant
Interbank Market for a currency, in which case the Quotation Day for that
currency will be determined by the Facility Agent in accordance with market
practice in the Relevant Interbank Market (and if quotations would normally be
given by leading banks in the Relevant Interbank Market on more than one day,
the Quotation Day will be the last of those days).


“Receiver”
means a receiver or receiver and manager or administrative receiver of the
whole or any part of the Charged Property.


“Reference Banks”
means the principal London offices of Barclays Bank PLC, The Governor and
Company of the Bank of Scotland and HSBC Bank plc or such other banks as may be
appointed by the Facility Agent in consultation with the Parent.


“Refinancing Premium”
has the meaning ascribed to it in paragraph (c) of Clause 11.11 (Restrictions)


“Relevant Interbank Market”
means the London interbank market.


“Relevant
Jurisdiction” means, in relation to an Obligor:


(a)                                      its jurisdiction of incorporation;


(b)                                     any jurisdiction where any asset subject to or
intended to be subject to the Transaction Security to be created by it is
situated;


(c)                                      any jurisdiction where it conducts its business; and



 14
 






 



(d)                                     the jurisdiction whose laws govern the perfection of
any of the Transaction Security Documents entered into by it.


“Renewal Request”
means a written notice delivered to the Facility Agent in accordance with
Clause 6.6 (Renewal of a Letter of Credit).


“Repayment Date”
means each of the dates specified in Clause 10.1 (Repayment of
Term Loans) as Repayment Dates.


“Repayment Instalment”
means each instalment for repayment of the Term Loans referred to in Clause
10.1 (Repayment of Term Loans).


“Repeating Representations”
means each of the representations set out in Clauses 22.1 (Status) to Clause 22.6 (Governing law and
enforcement), Clause 22.8 (No Default),
paragraph (e) of Clause 22.9 (No misleading information),
paragraphs (c) and (d) of Clause 22.10 (Financial statements),
Clause 22.11 (No proceedings pending or
threatened), Clause 22.16 (Pari
Passu Ranking), Clause 22.17 (Transaction Security) to Clause 22.19 (Shares).


“Reports”
means the Due Diligence Report.


“Revolving
Commitment” means:


(a)                                      in relation to an Original Lender, the amount in the
Base Currency set opposite its name under the heading “Revolving Commitment” in
Part II of Schedule 1 (The Original Parties)
and the amount of any other Revolving Commitment transferred to it under this
Agreement; and


(b)                                     in relation to any other Lender, the amount in the
Base Currency of any Revolving Commitment transferred to it under this
Agreement,


to the extent not cancelled, reduced or transferred by
it under this Agreement.


“Revolving Facility”
means the revolving credit facility made available under this Agreement as
described in paragraph (a)(ii) of Clause 2.1 (The
Facilities).


“Revolving Loan”
means a loan made or to be made under the Revolving Facility or the principal
amount outstanding for the time being of that loan.


“Revolving Facility
Utilisation” means a Revolving Loan or a Letter of Credit.


“Rollover
Loan” means one or more Revolving Loans:


(a)                                      made or to be made on the same day that:


(i)                        a maturing Revolving Loan is due to be repaid; or


(ii)                     a demand by the Facility Agent pursuant to a drawing
in respect of a Letter of Credit is due to be met;



 15
 






 



(b)                                     the aggregate amount of which is equal to or less than
the maturing Revolving Loan or the relevant claim in respect of that Letter of
Credit;


(c)                                      in the same currency as the maturing Revolving Loan
(unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)) or the relevant claim in
respect of that Letter of Credit; and


(d)                                     made or to be made to the same Borrower for the
purpose of:


(i)                        refinancing a maturing Revolving Loan; or


(ii)                     satisfying the relevant claim in respect of that
Letter of Credit.


“Screen Rate”
means in relation to LIBOR, the British Bankers’ Association Interest
Settlement Rate for the relevant currency and period in the British Bankers’
Association Interest Settlement Rate for the relevant currency and period
displayed on the appropriate page of the Telerate screen. If the agreed page is
replaced or service ceases to be available, the Facility Agent may specify
another page or service displaying the appropriate rate after consultation with
the Parent and the Lenders.


“Secured Obligations”
means all obligations which any of the Obligors may at any time have to the
Security Trustee (whether for its own account or as trustee for the Secured
Parties) or any of the other Secured Parties under or pursuant to the Finance
Documents, whether present or future, actual or contingent (and whether
incurred solely or jointly and whether as principal or as surety or in some
other capacity), including the obligations set out in Clause 30.2 (Parallel Debt (Covenant to pay the Security Trustee)) of the Facility
Agreement.


“Secured Parties”
means the Security Trustee, the Arrangers, the Facility Agent and each Lender,
the Issuing Bank, each Ancillary Lender and each Hedge Bank from time to time
party to this Agreement.


“Security” means
a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.


“Selection Notice”
means a notice substantially in the form set out in Part II of Schedule 3 (Selection Notice) given in accordance with Clause 13 (Interest Periods) in relation to a Term Facility.


“Spanish Public
Document” means documento público.


“Specified Time”
means a time determined in accordance with Schedule 8 (Timetables).


“Subordinated Loans”
means the unsecured loans made by the Subordinated Lender to the Parent under
the Subordinated Loan Agreement.


“Subordinated Lender”
means Iron Mountain Inc.



 16
 






 



“Subordinated Loan
Agreement” means the loan agreement dated on or about the date of
this Agreement made between the Subordinated Lender and the Parent pursuant to
which the Subordinated Loans were made available.


“Subordination Agreement”
means the deed of subordination dated the same date as this Agreement and made
between the Security Trustee, Iron Mountain Inc and the Obligors.


“Subsidiary”
means a subsidiary within the meaning of section 736 of the Companies Act 1985.


“TARGET” means
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.


“TARGET Day”
means any day on which TARGET is open for the settlement of payments in euro.


“Tax” means any
tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to
pay or any delay in paying any of the same).


“Taxes Act”
means the Income and Corporation Taxes Act 1988.


“Term”
means each period determined under this Agreement for which the Issuing Bank is
under a liability under a Letter of Credit.


“Term
Commitment” means:


(a)                                      in relation to an Original Lender, the amount in the
Base Currency set opposite its name under the heading “Term Commitment” in Part
II of Schedule 1 (The Original Parties) and the
amount of any other Term Commitment transferred to it under this Agreement; and


(b)                                     in relation to any other Lender, the amount in the
Base Currency of any Term Commitment transferred to it under this Agreement,


to the extent not cancelled, reduced or transferred by
it under this Agreement.


“Term Facility”
means the term loan facility made available under this Agreement as described
in paragraph (a)(i) of Clause 2.1 (The Facilities).


“Term Loan”
means a loan made or to be made under the Term Facility or the principal amount
outstanding for the time being of that loan.


“Total Commitments”
means the aggregate of the Total Term Commitments and the Total Revolving
Commitments.


“Total Term Commitments”
means the aggregate of the Term Commitments.


“Total Revolving
Commitments” means the aggregate of the Revolving Commitments.



 17
 






 



“Transaction Security”
means the Security created or expressed to be created in favour of the Security
Trustee pursuant to the Transaction Security Documents.


“Transaction
Security Documents” means each of the following documents:


(a)                                      the charges, pledges and assignments and other
security documents in form and substance acceptable to the Security Trustee and
the Facility Agent and identified in and delivered to the Facility Agent under
paragraph 3 of Part I of Schedule 2 (Conditions Precedent to
Initial Utilisation) or under Part III of Schedule 2 (Transaction Security Documents and Security related Documents to be
delivered by Additional Obligors); and


(b)                                     any other document entered into by any Obligor
creating or expressed to create any Security over all or any part of its assets
in respect of the obligations of any of the Obligors under any of the Finance
Documents.


“Transfer Certificate”
means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed
between the Facility Agent and the Parent.


“Transfer
Date” means, in relation to a transfer, the later of:


(a)                                      the proposed Transfer Date specified in the Transfer
Certificate; and


(b)                                     the date on which the Facility Agent executes the
Transfer Certificate.


“Unpaid Sum”
means any sum due and payable but unpaid by an Obligor under the Finance
Documents.


“Utilisation”
means a utilisation of a Facility.


“Utilisation Date”
means the date on which a Utilisation is made.


“Utilisation Request”
means a notice substantially in the form set out in Part I of Schedule 3 (Requests).


“VAT” means
value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.


1.2                           Construction


 


(a)                                      Unless
a contrary indication appears a reference in this Agreement to:


(i)                        the “Facility Agent”, the “Arranger”, the “Security Trustee”, any “Finance
Party”, any “Secured Party”,
any “Lender”, any “Obligor”, any “Party” or any other person shall be construed so as to include
its successors in title, permitted assigns and permitted transferees and, in
the case of the Security Trustee, any person for the time being appointed as
security trustee or security trustees in accordance with this Agreement;



 18
 






 



(ii)                     “assets” includes present and future properties, revenues and
rights of any description;


(iii)                  the “European interbank market” means the
interbank market for euro operating in Participating Member States;


(iv)                 a “Finance Document” or a “Transaction Security Document” or any other
agreement or instrument is a reference to that Finance Document or Transaction
Security Document or other agreement or instrument as amended or novated
(however fundamentally);


(v)                    “guarantee” means (other than in Clause 21 (Guarantee and Indemnity)) any guarantee,
letter of credit, bond, indemnity or similar assurance against loss, or any
obligation, direct or indirect, actual or contingent, to purchase or assume any
indebtedness of any person or to make an investment in or loan to any person or
to purchase assets of any person where, in each case, such obligation is
assumed in order to maintain or assist the ability of such person to meet its
indebtedness;


(vi)                 “indebtedness” includes any obligation
(whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent;


(vii)              a “participation” of a Lender in a Loan means
the amount of such Loan which such Lender has made or is to make available and
thereafter that part of the Loan which is owed to such Lender;


(viii)           a “person” includes any person, firm, company,
corporation, government, state or agency of a state or any association, trust
or partnership (whether or not having separate legal personality) of two or
more of the foregoing;


(ix)                   a “regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;


(x)                      a provision
of law is a reference to that provision as amended or re-enacted; and


(xi)                   a time of day
is a reference to London time.


(b)                                     Section,
Clause and Schedule headings are for ease of reference only.


(c)                                      Unless
a contrary indication appears, a term used in any other Finance Document or in
any notice given under or in connection with any  Finance Document has the same meaning in that
Finance Document or notice as in this Agreement.



 19
 






 



(d)                                     A
Default is “continuing” if it has
not been remedied or waived.


(e)                                      A
Borrower providing “cash cover” for
a Letter of Credit means a Borrower paying an amount in the currency of the
Letter of Credit to an interest-bearing account in the name of the Borrower and
the following conditions being met:


(i)                        the
account is with the Facility Agent (if the cash cover is to be provided for all
the Lenders) or with a Lender (if the cash cover is to be provided for that
Lender);


(ii)                     until no amount
is or may be outstanding under that Letter of Credit, withdrawals from the
account may only be made to pay a Finance Party amounts due and payable to it
under this Agreement in respect of that Letter of Credit; and


(iii)                  the Borrower has
executed a security document over that account, in form and substance
satisfactory to the Facility Agent or the Lender with which that account is
held, creating a first ranking security interest over that account.


(f)                                        A
Borrower “repaying” or “prepaying”
a Letter of Credit means:


(i)                        that
Borrower providing cash cover for that Letter of Credit;


(ii)                     the maximum
amount payable under the Letter of Credit being reduced or cancelled in
accordance with its terms; or


(iii)                  the Issuing Bank
being satisfied that it has no further liability under that Letter of Credit,


and the amount by which a Letter of Credit is repaid,
prepaid or cancelled under sub-paragraphs (f)(i) and (f)(ii) above is the
amount of the relevant cash cover or reduction.


(g)                                     An
amount borrowed includes any amount utilised by way of Letter of Credit.


(h)                                     A
Lender funding its participation in a Utilisation includes a Lender
participating in a Letter of Credit.


(i)                                         An
outstanding amount of a Letter of Credit at any time is the maximum amount that
is or may be payable by the relevant Borrower in respect of that Letter of
Credit at that time.


1.3                           Currency
Symbols and Definitions


 


“£” and “sterling” denotes lawful currency of the United Kingdom and “EUR” and “euro”
means the single currency unit of the Participating Member States.


1.4                           Third
party rights


 


(a)                                      Unless
expressly provided to the contrary in a Finance Document a person who is not a
Party has no right under the Contracts (Rights of Third Parties)



 20














 


Act 1999 (the “Third Parties Act”) to enforce or enjoy the
benefit of any term of any Finance Document.


(b)                                     Notwithstanding
any term of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary any Finance Document at any time.


1.5                           Barclays
Capital


References in the Finance Documents to “Barclays
Capital” are references to Barclays Capital, the investment banking division of
Barclays Bank PLC.



 21
 






 



SECTION 2


THE
FACILITIES


2.                                 THE FACILITIES


2.1                           The Facilities


(a)                                      Subject
to the terms of this Agreement, the Lenders make available:


(i)                        a
multicurrency term loan facility in an aggregate amount equal to the Total Term
Commitments; and


(ii)                     a
multicurrency revolving credit facility in an aggregate amount equal to the
Total Revolving Commitments being £100,000,000 at the date of this Agreement.


(b)                                     The
Revolving Facility will be available to all of the Borrowers.  The Term Facility will only be available to
the Parent.


(c)                                      Subject
to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender
may make available an Ancillary Facility to any of the Borrowers.


2.2                           Finance
Parties rights and obligations


(a)                                      The
obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its
obligations under the Finance Documents does not affect the obligations of any
other Party under the Finance Documents. 
No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.


(b)                                     The
rights of each Finance Party under or in connection with the Finance Documents
are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and
independent debt.


(c)                                      A
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.


2.3                           Obligors’
Agent


(a)                                      Each
Obligor (other than the Parent) by its execution of this Agreement or an
Accession Letter irrevocably appoints the Parent to act on its behalf as its
agent in relation to the Finance Documents and irrevocably authorises:


(i)                        the
Parent on its behalf to supply all information concerning itself contemplated
by this Agreement to the Finance Parties and to give all notices and
instructions (including, in the case of a Borrower, Utilisation Requests), to
execute on its behalf any Accession Letter, to make such agreements and to
effect the relevant amendments, supplements and variations capable of being
given, made or effected by any Obligor notwithstanding that they may affect the
Obligor, without further reference to or the consent of that Obligor; and



 22
 






 



(ii)                     each
Finance Party to give any notice, demand or other communication to that Obligor
pursuant to the Finance Documents to the Parent,


and in each case the Obligor shall be bound as though
the Obligor itself had given the notices and instructions (including, without
limitation, any Utilisation Requests) or executed or made the agreements or
effected the amendments, supplements or variations, or received the relevant
notice, demand or other communication.


(b)                                     Every
act, omission, agreement, undertaking, settlement, waiver, amendment,
supplement, variation, notice or other communication given or made by the
Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on
behalf of another Obligor or in connection with any Finance Document (whether
or not known to any other Obligor and whether occurring before or after such
other Obligor became an Obligor under any Finance Document) shall be binding
for all purposes on that Obligor as if that Obligor had expressly made, given
or concurred with it. In the event of any conflict between any notices or other
communications of the Obligors’ Agent and any other Obligor, those of the
Obligors’ Agent shall prevail.


3.                                 PURPOSE


3.1                           Purpose


(a)                                      The
Parent shall apply all amounts borrowed by it under the Term Facility towards:


(i)                        refinancing
the Existing Facilities and all broken funding, accrued interest and other
costs and expenses relating to such refinancing; and


(ii)                     general
corporate and working capital purposes, including without limitation the
refinancing of Financial Indebtedness owed by the Parent to Iron Mountain Inc.
and incurred in connection with the Hays IMS Acquisition (the “Hays IMS Acquisition Indebtedness”).


(b)                                     Each
Borrower shall apply all amounts borrowed by it under the Revolving Facility
towards the general corporate and working capital purposes of the Group
including, without limitation, refinancing the Hays IMS Acquisition
Indebtedness.


3.2                           Monitoring


No Finance Party is bound to monitor or verify the
application of any amount borrowed pursuant to this Agreement.


4.                                 CONDITIONS
OF UTILISATION


4.1                           Initial
Conditions Precedent


No Borrower may deliver a Utilisation Request unless
the Facility Agent has received all of the documents and other evidence listed
in Part I of Schedule 2 (Conditions Precedent to
Initial Utilisation) in form and substance satisfactory to the
Facility



 23
 






 



Agent.  The
Facility Agent shall notify the Parent and the Lenders promptly upon being so
satisfied.


4.2                           Further
Conditions Precedent


The Lenders will only be
obliged to comply with Clause 5.4 (Lenders’ participation)
if on the date of the Utilisation Request and on the proposed Utilisation Date:


(a)                                      in
the case of a Rollover Loan, no Event of Default is continuing or would result
from the proposed Loan and, in the case of any other Loan, no Default is
continuing or would result from the proposed Loan;


(b)                                     the
Repeating Representations to be made by each Obligor are true in all material
respects; and


(c)                                      the
Lenders will only be obliged to comply with Clause 8.3 (Change of currency) if, on the first day
of an Interest Period, no Default is continuing or would result from the change
of currency and the Repeating Representations to be made by each Obligor are
true in all material respects.


4.3                           Conditions
relating to Optional Currencies


(a)                                      A
currency will constitute an Optional Currency in relation to a Revolving Loan
if:


(i)                        it
is readily available in the amount required and freely convertible into the
Base Currency in the Relevant Interbank Market on the Quotation Day and the
Utilisation Date for that Loan; and


(ii)                     it
has been approved by the Facility Agent (acting on the instructions of all the
Lenders) on or prior to receipt by the Facility Agent of the relevant
Utilisation Request for that Loan.


(b)                                     If
the Facility Agent has received a written request from the Parent for a
currency to be approved under paragraph (a)(ii) above, the Facility Agent will
confirm to the Parent by the Specified Time:


(i)                        whether
or not the Lenders have granted their approval; and


(ii)                     if
approval has been granted, the minimum amount (and, if required, integral
multiples) for any subsequent Loan in that currency.


4.4                           Maximum
number of Utilisations


(a)                                      The
Parent may not deliver a Utilisation Request if as a result of the proposed
Utilisation more than one Term Loan would be outstanding.


(b)                                     A
Borrower (or the Parent) may not deliver a Utilisation Request if as a result
of the proposed Utilisation ten (10) or more Revolving Facility Utilisations
would be outstanding.


(c)                                      Any
Loan made by a single Lender under Clause 8.2 (Unavailability
of a currency) shall not be taken into account in this Clause 4.4.



 24
 






 



SECTION 3


UTILISATION


5.                                 UTILISATION
of Loans


5.1                           Delivery
of a Utilisation Request


A Borrower may utilise a Facility by delivery to the
Facility Agent of a duly completed Utilisation Request not later than the
Specified Time.


5.2                           Completion
of a Utilisation Request


(a)                                      Each
Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:


(i)                        it
identifies the Facility to be utilised;


(ii)                     the
proposed Utilisation Date is a Business Day within the Availability Period
applicable to that Facility;


(iii)                  the
currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and


(iv)                 the
proposed Interest Period complies with Clause 13 (Interest
Periods).


(b)                                     Only
one Utilisation may be requested in each Utilisation Request.


5.3                           Currency
and amount


(a)                                      The
currency specified in a Utilisation Request must be:


(i)                        in
relation to the Term Facility the Base Currency; and


(ii)                     in
relation to the Revolving Facility the Base Currency or an Optional Currency.


(b)                                     The
amount of the proposed Utilisation must be an amount whose Base Currency Amount
is not more than the Available Facility and which is:


(i)                        if
the currency selected is the Base Currency, a minimum amount of £5,000,000 for
the Term Facility or the Revolving Facility or in any case, if less, the
Available Facility;


(ii)                     if
the currency selected is euro, a minimum of euro 7,500,000 for the Revolving
Facility or in any case, if less, the Available Facility; or


(iii)                  if
the currency selected is an Optional Currency, the minimum amount specified by
the Facility Agent for the Revolving Facility pursuant to paragraph (b)(ii) of
Clause 4.3 (Conditions relating to Optional Currencies)
or, if less, the Available Facility.



 25
 






 



5.4                           Lenders’
participation


(a)                                      If
the conditions set out in this Agreement have been met, each Lender shall make
its participation in each Loan available by the Utilisation Date through its
Facility Office.


(b)                                     The
amount of each Lender’s participation in each Loan will be equal to the
proportion borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.


(c)                                      The
Facility Agent shall determine the Base Currency Amount of each Loan which is
to be made in an Optional Currency and notify each Lender of the amount,
currency and the Base Currency Amount of each Loan and the amount of its
participation in that Loan by the Specified Time.


5.5                           Limitations
on Utilisations


The maximum aggregate amount of the actual and
contingent liabilities of the Issuing Bank under all Letters of Credit shall
not exceed £20,000,000 (or its equivalent in any other currency).


6.                                 UTILISATION
- LETTERS OF CREDIT


6.1                           The
Revolving Facility


(a)                                      The
Revolving Facility may be utilised by way of Letters of Credit.


(b)                                     Other
than Clause 5.5 (Limitations on Utilisations),
Clause 5 (Utilisation of Loans)
does not apply to utilisation by way of Letters of Credit.


6.2                           Delivery
of a Utilisation Request for Letters of Credit


A Borrower (or the Parent on its behalf) may request a
Letter of Credit to be issued  by
delivery to the Facility Agent of a duly completed Utilisation Request not
later than the Specified Time.


6.3                           Completion
of a Utilisation Request for Letters of Credit


Each Utilisation Request for a Letter of Credit is
irrevocable and will not be regarded as having been duly completed unless:


(a)                                      it
specifies that it is for a Letter of Credit;


(b)                                     it
identifies the Borrower of the Letter of Credit;


(c)                                      the
proposed Utilisation Date is a Business Day within the Availability Period
applicable to the Revolving Facility;


(d)                                     the
currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);


(e)                                      the
form of Letter of Credit is attached;


(f)                                        the
Expiry Date of the Letter of Credit falls on or before the Final Maturity Date
in relation to the Revolving Facility;



 26
 






 



(g)                                     the
Term of the Letter of Credit is 12 months or less;


(h)                                     the
delivery instructions for the Letter of Credit are specified; and


(i)                                         the
identity of the beneficiary of the Letter of Credit is approved by the Lenders.


6.4                           Currency
and amount


(a)                                      The
currency specified in a Utilisation Request must be the Base Currency or an
Optional Currency.


(b)                                     Subject
to Clause 5.5 (Limitations on Utilisations),
the amount of the proposed Letter of Credit must be an amount whose Base
Currency Amount is not more than the Available Facility and which is:


(i)                        if
the currency selected is the Base Currency, a minimum of £1,000,000 of, if
less, the Available Facility; or


(ii)                     if
the currency selected is euro, a minimum of euro 1,500,000 or, if less, the
Available Facility; or


(iii)                  if
the currency selected is an Optional Currency, the minimum amount specified by
the Facility Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies)
or, if less, the Available Facility.


6.5                           Issue
of Letters of Credit


(a)                                      If
the conditions set out in this Agreement have been met, the Issuing Bank shall
issue the Letter of Credit on the Utilisation Date.


(b)                                     The
Issuing Bank will only be obliged to comply with paragraph (a) above if on the
date of the Utilisation Request or Renewal Request and on the proposed
Utilisation Date:


(i)                        in
the case of a Letter of Credit to be renewed in accordance with Clause 6.6
(Renewal of a Letter of Credit)
no Event of Default is continuing or would result from the proposed Utilisation
and, in the case of any other Utilisation, no Default is continuing or would
result from the proposed Utilisation; and


(ii)                     the
Repeating Representations to be made by each Obligor are true in all material
respects.


(c)                                      The
amount of each Lender’s participation in each Letter of Credit will be equal to
its L/C Proportion immediately prior to the issue of the Letter of Credit.


(d)                                     The
Facility Agent shall determine the Base Currency Amount of each Letter of
Credit which is to be issued in an Optional Currency and shall notify the



 27
 






 



Issuing Bank
and each Lender of the details of the requested Letter of Credit and its
participation in that Letter of Credit by the Specified Time.


6.6                           Renewal
of a Letter of Credit


(a)                                      A
Borrower (or the Parent on its behalf) may request that any Letter of Credit
issued on behalf of that Borrower be renewed by delivery to the Facility Agent
of a Renewal Request in substantially similar form to a Utilisation Request for
a Letter of Credit by the Specified Time.


(b)                                     The
Finance Parties shall treat any Renewal Request in the same way as a
Utilisation Request for a Letter of Credit except that the conditions set out
in paragraph (e) of Clause 6.3 (Completion
of a Utilisation Request for Letters of Credit) shall not apply.


(c)                                      The
terms of each renewed Letter of Credit shall be the same as those of the
relevant Letter of Credit immediately prior to its renewal, except that:


(i)                        its
amount may be less than the amount of the Letter of Credit immediately prior to
its renewal; and


(ii)                     its
Term shall start on the date which was the Expiry Date of the Letter of Credit
immediately prior to its renewal, and shall end on the proposed Expiry Date
specified in the Renewal Request.


(d)                                     If
the conditions set out in this Agreement have been met, the Issuing Bank shall
amend and re-issue any Letter of Credit pursuant  to a Renewal Request.


6.7                           Revaluation
of Letters of Credit


(a)                                      If
any Letters of Credit are denominated in an Optional Currency, the Facility
Agent shall at six monthly intervals after the date of the Letter of Credit
recalculate the Base Currency Amount of each Letter of Credit by notionally
converting into the Base Currency the outstanding amount of that Letter of
Credit on the basis of the Agent’s Spot Rate of Exchange on the date of
calculation.


(b)                                     The
Parent shall, if requested by the Facility Agent within five days of any
calculation under paragraph (a) above, ensure that within three Business Days
sufficient Revolving Facility Utilisations are prepaid to prevent the Base
Currency Amount of the Revolving Facility Utilisations exceeding the Total
Revolving Facility Commitments following any adjustment to a Base Currency
Amount under paragraph (a) of this Clause 6.7.


7.                                 LETTERS
OF CREDIT


7.1                           Immediately
payable


If a Letter of Credit or any amount outstanding under
a Letter of Credit is expressed to be immediately payable, the Borrower that
requested (or on behalf of which the Parent requested) the issue of that Letter
of Credit shall repay or prepay that amount immediately.



 28
 






 



7.2                           Claims
under a Letter of Credit


(a)                                      Each
Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any
claim made or purported to be made under a Letter of Credit requested by it (or
requested by the Parent on its behalf) and which appears on its face to be in
order (in this Clause 7, a “claim”).


(b)                                     Each
Borrower shall immediately on demand or, if such payment is being funded by a
Revolving Facility Loan, shall within three Business Days of demand pay to the
Facility Agent for the Issuing Bank an amount equal to the amount of any claim.


(c)                                      Each
Borrower acknowledges that the Issuing Bank:


(i)                        is
not obliged to carry out any investigation or seek any confirmation from any
other person before paying a claim; and


(ii)                     deals
in documents only and will not be concerned with the legality of a claim or any
underlying transaction or any available set-off, counterclaim or other defence
of any person.


(d)                                     The
obligations of a Borrower under this Clause 7 will not be affected by:


(i)                        the
sufficiency, accuracy or genuineness of any claim or any other document; or


(ii)                     any
incapacity of, or limitation on the powers of, any person signing a claim or
other document.


7.3                           Indemnities


(a)                                      Each
Borrower shall immediately on demand indemnify the Issuing Bank against any
cost, loss or liability incurred by the Issuing Bank (otherwise than by reason
of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the
Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.


(b)                                     Each
Lender shall (according to its L/C Proportion) immediately on demand indemnify
the Issuing Bank against any cost, loss or liability incurred by the Issuing
Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful
misconduct) in acting as the Issuing Bank under any Letter of Credit (unless
the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance
Document).


(c)                                      The
Borrower which requested (or on behalf of which the Parent requested) a Letter
of Credit shall immediately on demand reimburse any Lender for any payment it
makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of
Credit.


(d)                                     The
obligations of each Lender under this Clause are continuing obligations and
will extend to the ultimate balance of sums payable by that Lender in



 29
 






 



respect of any
Letter of Credit, regardless of any intermediate payment or discharge in whole
or in part.


(e)                                      The
obligations of any Lender or Borrower under this Clause will not be affected by
any act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under this Clause (without
limitation and whether or not known to it or any other person) including:


(i)                        any
time, waiver or consent granted to, or composition with, any Obligor, any
beneficiary under a Letter of Credit or any other person;


(ii)                     the
release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor or any member of the Group;


(iii)                  the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Obligor, any beneficiary under a Letter of Credit or other
person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;


(iv)                 any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor or any beneficiary under a
Letter of Credit or any other person;


(v)                    any
amendment (however fundamental) or replacement of a Finance Document, any
Letter of Credit or any other document or security;


(vi)                 any
unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document, any Letter of Credit or any other document or
security; or


(vii)              any
insolvency or similar proceedings.


7.4                           Rights
of contribution


No Obligor will be entitled to any right of
contribution or indemnity from any Finance Party in respect of any payment it
may make under this Clause 7.


7.5                           Settlement
Conditional


Any settlement or
discharge between a Lender and the Issuing Bank shall be conditional upon no
security or payment to the Issuing Bank by a Lender or any other person on
behalf of a Lender being avoided or reduced by virtue of any laws relating to
bankruptcy, insolvency, liquidation or similar laws of general application and,
if any such security or payment is so avoided or reduced, the Issuing Bank
shall be entitled to recover the value or amount of such security or payment
from such Lender subsequently as if such settlement or discharge had not
occurred.



 30














 


7.6                           Exercise
of Rights


The Issuing Bank shall not be obliged before
exercising any of the rights, powers or remedies conferred upon it in respect
of any Lender by this Agreement or by law:


(a)                                      to
take any action or obtain judgment in any court against any Obligor;


(b)                                     to
make or file any claim or proof in a winding-up or dissolution of any Obligor;
or


(c)                                      to
enforce or seek to enforce any other security taken in respect of any of the
obligations of any Obligor under this Agreement.


8.                                 OPTIONAL
CURRENCIES


8.1                           Selection
of currency


(a)                                      A Borrower shall select the currency of a Revolving
Loan in a Utilisation Request.


(b)                                     The Parent shall select the currency of a Term Loan in
a Selection Notice.


(c)                                      A currency will constitute an Optional Currency in
relation to a Term Loan if:


(i)             it is readily available in the
amount required and freely convertible into the Base Currency in the Relevant
Interbank Market on the Quotation Day and the first date of the relevant
Interest Period for that Term Loan; and


(ii)            it has been approved by the Facility
Agent (acting on the instructions of all the Lenders) on or prior to receipt by
the Facility Agent of the relevant Selection Notice.


(d)                                     If the Facility Agent has received a written request
from the Parent for a currency to be approved under paragraph (c)(ii) above,
the Facility Agent will confirm to the Parent by the Specified Time:


(i)             whether or not the Lenders have
granted their approval; and


(ii)            if approval has been granted, the
minimum amount (and, if required, integral multiples) for any subsequent Term
Loan in that currency.


(e)                                      The amount specified in a Selection Notice in relation
to a Term Loan must be an amount that is:


(i)                        if the currency selected is euro, a minimum amount of
euro 7,500,000; or


(ii)                     if the currency selected is an Optional Currency other
than euro, the minimum amount specified by the Facility Agent for the Term
Facility pursuant to paragraph (d) of Clause 8.1 (Selection of currency).



 31
 






 



(f)                                        If the Parent fails to issue a Selection Notice in
relation to a Term Loan, the Term Loan will remain denominated for its next
Interest Period in the same currency in which it is then outstanding.


(g)                                     If the Parent issues a Selection Notice in relation to
a Term Loan requesting a change of currency and the first day of the requested
Interest Period is not a Business Day for the new currency, the Facility Agent
shall promptly notify the Parent and the Lenders and the Term Loan will remain
in the existing currency (with Interest Periods running from one Business Day
until the next Business Day) until the next day which is a Business Day for
both currencies, on which day the requested Interest Period will begin.


8.2                           Unavailability
of a currency


If before the Specified
Time on any Quotation Day:


(a)                                      a
Lender notifies the Facility Agent that the Optional Currency requested is not
readily available to it in the amount required; or


(b)                                     a
Lender notifies the Facility Agent that compliance with its obligation to
participate in a Loan in the proposed Optional Currency would contravene a law
or regulation applicable to it,


the Facility Agent will give notice to the relevant
Borrower to that effect by the Specified Time on that day.  In this event, any Lender that gives notice
pursuant to this Clause 8.2 will be required to participate in the Loan in the
Base Currency (in an amount equal to that Lender’s proportion of the Base
Currency Amount, or in respect of a Rollover Loan, an amount equal to that
Lender’s proportion of the Base Currency Amount of the Rollover Loan that is
due to be paid) and its participation will be treated as a separate Loan
denominated in the Base Currency during that Interest Period.


8.3                           Facility
Agent’s calculations


(a)                     If a Term Loan is to be denominated in different
currencies during two successive Interest Periods:


(i)                                                    if the currency for the second Interest Period is an
Optional Currency, the amount of the Term Loan in that Optional Currency will
be calculated by the Facility Agent as the amount of that Optional Currency
equal to the Base Currency Amount of the Term Loan at the Agent’s Spot Rate of
Exchange at the Specified Time;


(ii)                                                 if the currency for the second Interest Period is the
Base Currency, the amount of the Term Loan will be equal to the Base Currency
Amount;


(iii)                                              (unless the Facility Agent and the Parent agree
otherwise in accordance with paragraph (b) below) the Parent shall repay it on
the last day of the first Interest Period in the currency in which it was
denominated for that Interest Period; and



 32
 






 



(iv)                                             (subject to Clause 4.2 (Further Conditions Precedent))
the Lenders shall re-advance the Term Loan in the new currency in accordance
with Clause 8.5 (Facility Agent’s calculations).


(b)                    If the Facility Agent and the Parent agree, the
Facility Agent shall:


(i)                                                    apply the amount paid to it by the Lenders pursuant to
paragraph (a)(iv) above (or so much of that amount as is necessary) in or
towards purchase of an amount in the currency in which the Term Loan is
outstanding for the first Interest Period; and


(ii)                                                 use the amount it purchases in or towards satisfaction
of the Parent’s obligations under paragraph (a)(iii) above.


(c)                     If the amount purchased by the Facility Agent pursuant
to paragraph (b)(i) above is less than the amount required to be repaid by the
Parent, the Facility Agent shall promptly notify the Parent and the Parent
shall, on the last day of the first Interest Period, pay an amount to the
Facility Agent (in the currency of the outstanding Term Loan for the first
Interest Period) equal to the difference.


(d)                    If any part of the amount paid to the Facility Agent
by the Lenders pursuant to paragraph (a)(iv) above is not needed to purchase
the amount required to be repaid by the Parent, the Facility Agent shall
promptly notify the Parent and pay the Parent on the last day of the first Interest
Period that part of that amount (in the new currency).


8.4             Same Optional Currency during successive
Interest Periods


(a)                     If a Term Loan is to be denominated in the same
Optional Currency during two successive Interest Periods, the Facility Agent
shall calculate the amount of the Term Loan in the Optional Currency for the
second of those Interest Periods (by calculating the amount of Optional
Currency equal to the Base Currency Amount of that Term Loan at the Agent’s
Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b)
below):


(i)                                                    if the amount calculated is less than the existing
amount of that Term Loan in the Optional Currency during the first Interest
Period, promptly notify the Parent and the Parent shall pay, on the last day of
the first Interest Period, an amount equal to the difference; or


(ii)                                                 if the amount calculated is more than the existing
amount of that Term Loan in the Optional Currency during the first Interest
Period, promptly notify each Lender and, if no Default is continuing, each
Lender shall, on the last day of



 33
 






 



the first Interest Period, pay its participation in an
amount equal to the difference.


(b)                    If the calculation made by the Facility Agent pursuant
to paragraph (a) above shows that the amount of a Term Loan in the Optional
Currency for the second of those Interest Periods converted into the Base
Currency at the Agent’s Spot Rate of Exchange at the Specified Time has
increased or decreased by less than 10 per cent. compared to its Base Currency
Amount (taking into account any payments made pursuant to paragraph (a) above),
no notification shall be made by the Facility Agent and no payment shall be
required under paragraph (a) above.


8.5             Facility
Agent’s calculations


Each Lender’s participation in a Loan will, subject to
paragraph (a) above, be determined in accordance with paragraph (b) of Clause
5.4 (Lenders’ participation).


9.                                 ANCILLARY
FACILITIES


9.1                           Ancillary
Facilities


(a)                                      Each
Ancillary Lender makes available to the relevant Obligors, the Ancillary Facilities
applicable to that Ancillary Lender on the terms set out in the relevant
Ancillary Documents.


(b)                                     Each
Ancillary Lender and the relevant Obligor shall promptly notify the Facility
Agent of:


(i)                        the
establishment of any Ancillary Facility applicable to it; and


(ii)                     such
information relating to the operation of any Ancillary Facility applicable to
it (including, without limitation, the Ancillary Outstandings and Ancillary
Commitments thereunder) as the Facility Agent may from time to time request and
each Obligor hereby consents to all such information being released to the
Facility Agent and each Lender.


(c)                                      In
case of any inconsistency between any term of any Ancillary Facility and this
Agreement, the terms of this Agreement shall prevail.


(d)                                     Each
Ancillary Lender and each relevant Obligor acknowledge the terms of Clause
25.20 (Ancillary Facilities) and
paragraph (b)(vi) of Clause 25.16 (Financial
Indebtedness).



 34
 






 



SECTION 4


REPAYMENT,
PREPAYMENT AND CANCELLATION


10.                           REPAYMENT


10.1                     Repayment of
Term Loan


(a)                                      The
Parent shall repay the Term Loans in three instalments by repaying on each
Repayment Date an amount that reduces the Base Currency Amount of the Term
Loans outstanding as of the last day of the Availability Period to the Term
Loans (being £100,000,000) by the percentage set out opposite each Repayment
Date below:


	
  Repayment Date

  	
   

  	
  Repayment Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3 March 2007

  	
   

  	
  20 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3 March 2008

  	
   

  	
  20 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Final Maturity Date

  	
   

  	
  60 per cent.

  	
   

  



 


(b)                                     The
Parent may not reborrow any part of the Term Facility which is repaid.


(c)                                      If
the Parent cancels the whole or any part of the Term Commitments in accordance
with Clause 11.6 (Right of repayment and
cancellation in relation to a single Lender or Issuing Bank) or if
the Term Commitment of any Lender is reduced under Clause 11.1 (Illegality of a Lender) then the amount of
the Repayment Instalment for each Repayment Date falling after that
cancellation will reduce pro rata by
the amount cancelled.


(d)                                     If
the Parent cancels the whole or any part of the Term Commitments in accordance
with Clause 11.3 (Voluntary cancellation)
then the amount of the Repayment Instalment for each Repayment Date falling
after that cancellation will reduce in inverse chronological order by the amount
cancelled.


(e)                                      If
the Term Loan is prepaid in accordance with Clause 11.6 (Right of repayment and cancellation in relation to a
single Lender or Issuing Bank) or Clause 11.1 (Illegality of a Lender) then the amount of
the Repayment Instalment for each Repayment Date falling after that prepayment
will reduce pro rata by the
amount of the Term Loan prepaid.


(f)                                        If
the Term Loan is prepaid in accordance with Clause 11.4 (Voluntary prepayment of Term Loans),
Clause 11.8 (Mandatory prepayment from Debt
or Equity Proceeds) or Clause 11.9 (Mandatory
prepayment on receipt of Disposal Proceeds) then the amount of the
Repayment Instalment for each Repayment Date falling after that prepayment will
reduce in inverse chronological order by the amount of the Loan prepaid.


10.2                     Repayment of
Revolving Loans


Each Borrower which has drawn a Revolving Loan shall
repay that Loan on the last day of its Interest Period.



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11.                           PREPAYMENT
AND CANCELLATION


11.1                     Illegality of
a Lender


If it becomes unlawful in any applicable jurisdiction
for a Lender to perform any of its obligations as contemplated by this
Agreement or to make, fund, issue or maintain its participation in any
Utilisation:


(a)                                      that
Lender shall promptly notify the Facility Agent upon becoming aware of that
event;


(b)                                     upon
the Facility Agent notifying the Parent the Commitments of that Lender shall
immediately be reduced to zero and cancelled; and


(c)                                      each
Borrower shall repay that Lender’s participation in the Utilisations made to
that Borrower on the last day of the Interest Period for each Utilisation
occurring after the Facility Agent has notified the Parent or, if earlier,
specified by that Lender in the notice delivered to the Facility Agent (being
no earlier than the last day of any applicable grace period permitted by law).


11.2                     Illegality in
relation to Issuing Bank


If it becomes unlawful for an Issuing Bank to issue or
leave outstanding any Letter of Credit, then:


(a)                                      that
Issuing Bank shall promptly notify the Facility Agent upon becoming aware of
that event;


(b)                                     upon
the Facility Agent notifying the Parent, the Issuing Bank shall not be obliged
to issue any Letter of Credit;


(c)                                      the
Parent shall procure that the relevant Borrower shall use its reasonable
endeavours to procure the release of each Letter of Credit issued by that
Issuing Bank and outstanding at such time; and


(d)                                     unless
any other Lender has agreed to be an Issuing Bank pursuant to the terms of this
Agreement, the Revolving Facility shall cease to be available for the issue of
Letters of Credit.


11.3                     Voluntary
cancellation


The Parent may, if it gives the Facility Agent not
less than 10 Business Days’ (or such shorter period as the Majority Lenders may
agree) prior notice, cancel the whole or any part (being a minimum amount of
£10,000,000) of an Available Facility. Any cancellation under this Clause 11.3
shall reduce rateably the Commitments of the Lenders under that Facility.


11.4                     Voluntary
prepayment of Term Loans


(a)                                      The
Parent may, if it gives the Facility Agent not less than 10 Business Days’ (or
such shorter period as the Majority Lenders may agree) prior notice, prepay the
whole or any part of a Term Loan (but, if in part, being an amount that reduces
the Base Currency Amount of that Term Loan by a minimum of £10,000,000).



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(b)                                     Any
prepayment of a Term Loan under this Clause 11.4 shall satisfy the obligations
under paragraph (a) of Clause 10.1 (Repayment of Term Loans)
in inverse chronological order.


11.5                     Voluntary
prepayment of Revolving Facility Utilisations


The Borrower to which a Revolving Facility Utilisation
has been made may, if it or the Parent gives the Facility Agent not less than
10 Business Days’ (or such shorter period as the Majority Lenders may agree)
prior notice, prepay the whole or any part of a Revolving Facility Utilisation (but
if in part, being an amount that reduces the Base Currency Amount of the
Revolving Facility Utilisation by a minimum amount of £10,000,000).


11.6                     Right of
repayment and cancellation in relation to a single Lender or Issuing Bank


(a)                                      If:


(i)                        any
sum payable to any Lender by an Obligor is required to be increased under
paragraph (c) of Clause 16.2 (Tax gross-up);


(ii)                     any
Lender or Issuing Bank claims indemnification from the Parent or an Obligor
under Clause 16.3 (Tax indemnity)
or Clause 17.1 (Increased costs); or


(iii)                  any
Lender notifies the Facility Agent of its Additional Cost Rate under paragraph
3 of Schedule 4 (Mandatory Cost Formulae),


the Parent may, whilst (in the case of paragraphs (i)
and (ii) above) the circumstance giving rise to the requirement or
indemnification continues or whilst (in the case of paragraph (iii) above) that
Additional Cost Rate is greater than zero, give the Facility Agent notice:


(i)                        (if
the circumstances relate to a Lender) of cancellation of the Commitments of
that Lender and its intention to procure the repayment of that Lender’s
participation in the Utilisations; or


(ii)                     (if
the circumstances relate to the Issuing Bank) of repayment of any outstanding
Letter of Credit issued by it and cancellation of its appointment as an Issuing
Bank under this Agreement in relation to any Letters of Credit to be issued in
the future.


(b)                                     On
receipt of a notice referred to in paragraph (a) above, the Commitments of that
Lender shall immediately be reduced to zero.


(c)                                      On
the last day of each Interest Period which ends after the Parent has given
notice under paragraph (a) above (or, if earlier, the date specified by the
Parent in that notice), each Borrower to which a Utilisation is outstanding
shall repay that Lender’s participation in that Utilisation together with all
interest and other amounts accrued under the Finance Documents.



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11.7                     Change of
Control


(a)                                      If
any person or group of persons acting in concert gains control of the Parent,
other than (1) persons having control of the Parent as at the date of this
Agreement or (2) pursuant to the Mentmore Disposal:


(i)                        the
Parent shall promptly notify the Facility Agent upon becoming aware of that
event;


(ii)                     a
Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);


(iii)                  if
a Lender so requires and notifies the Facility Agent, the Facility Agent shall,
by not less than 30 days’ notice to the Borrower, cancel the Commitment of that
Lender and declare its participation in all outstanding Utilisations, together
with accrued interest and all other amounts accrued under the Finance Documents
immediately due and payable, whereupon the Commitment of that Lender will be
cancelled and all such outstanding amounts will become immediately due and
payable.


(b)                                     For
the purpose of paragraph (a) above “control” means:


(i)                        the
power (whether by way of ownership of shares, proxy, contract, agency or
otherwise) to:


(A)                cast,
or control the casting of, more than one-half of the maximum number of votes
that might be cast at a general meeting of the Parent; or


(B)                  appoint
or remove all, or the majority, of the directors or other equivalent officers
of the Parent; or


(C)                  give
directions with respect to the operating and financial policies of the Parent
which the directors or other equivalent officers of the Parent are obliged to
comply with; or


(ii)                     the
holding of more than one-half of the issued share capital of the Parent
(excluding any part of that issued share capital that carries no right to
participate beyond a specified amount in a distribution of either profits or
capital).


11.8                     Mandatory
prepayment from Debt or Equity Proceeds


For the purposes of this Clause 11.8:


“Debt or Equity
Issue” means any issue or raising by the Parent or any other member
of the Group of any shares or stock, publicly traded or privately placed debt
securities or any other debt securities or equity securities or bank debt other
than:


(a)                                      Approved Subordinated Debt;



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(b)                                     Financial Indebtedness permitted in accordance with
paragraph (b) of Clause 25.16 (Financial
Indebtedness);


(c)                                      an issue permitted pursuant to paragraph (b)(ii) of
Clause 25.8 (Acquisition); or


(d)                                     an issue by a Joint Venture Group Company to its
shareholder which is not a member of the Group.


“Debt or Equity
Proceeds” means the net cash consideration received by any member of
the Group for any Debt or Equity Issue made by any member of the Group.


If the Parent or any member of the Group receives any
Debt or Equity Proceeds, the Parent shall procure that such Debt or Equity
Proceeds are promptly applied in prepayment and/or cancellation of the
Facilities in accordance with Clause 11.10 (Application
of prepayments).


11.9                     Mandatory
prepayment on receipt of Disposal Proceeds


For the purposes of this Clause 11.9:


“Disposal”
means a sale, lease, transfer, loan or other disposal by a person of any asset,
undertaking or business (whether voluntary or involuntary and whether as a
single transaction or a series of transactions).


“Disposal Proceeds”
means the consideration received by any member of the Group (including any
amount receivable in repayment of intercompany debt) for any Disposal made by
any member of the Group after deducting:


(a)                                      reasonable expenses incurred by any member of the
Group with respect to that Disposal to person(s) who are not members of the
Group; and


(b)                                     any Tax incurred and required to be paid by the seller
in connection with that Disposal (as reasonably determined by the seller, on
the basis of existing rates and taking account of any available credit,
deduction or allowance),


but does not include:


(i)                                         consideration for any Disposal referred to in
paragraphs (b) (i), (iii), (iv), (v), (vii) or (viii) of Clause 25.11 (Disposals);


(ii)                                      cash proceeds received by a Joint Venture Group
Company for any Disposal made by that Joint Venture Group Company, but only to
the extent that such Disposal Proceeds are not transferred to another member of
the Group which is not a Joint Venture Group Company; and


(iii)                                   the first £5,000,000 of cash proceeds from any
Disposal not excluded pursuant to paragraph (i) above received by members of
the Group in aggregate in any financial year of the Parent.



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The Parent shall ensure that the Borrowers prepay
Utilisations in an amount equal to the Disposal Proceeds promptly upon receipt
of those proceeds.  The prepayments will
be applied under Clause 11.10 (Application
of prepayments).


11.10               Application of prepayments


A prepayment made under
Clause 11.8 (Mandatory prepayment from Debt
or Equity Proceeds) or Clause 11.9 (Mandatory
prepayment on receipt of Disposal Proceeds)
shall be applied in the following order of maturity:


(a)                                      firstly,
in prepayment of the Term Loans (in inverse order of maturity);


(b)                                     secondly,
in cancellation of the Revolving Commitments (with any such cancellation
reducing the Revolving Commitments of the Lenders, rateably); and


(c)                                      thirdly,
in prepayment of a sufficient amount of Revolving Facility Utilisations to the
extent necessary so that the aggregate of the Base Currency Amounts of the
outstanding Revolving Facility Utilisations after that prepayment is equal to
or less than the reduced amounts of the Revolving Commitments.


11.11               Restrictions


(a)                                      Any
notice of cancellation or prepayment given by any Party under this
Clause 11 shall be irrevocable and, unless a contrary indication appears
in this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.


(b)                                     Any
prepayment under this Agreement shall be made together with accrued interest on
the amount prepaid and Break Costs.


(c)                                      The
Parent shall, on the prepayment of the whole or any part of a Term Loan or
cancellation of any Revolving Commitment within 12 months of the date of this
Agreement, where such prepayment or cancellation is made using the proceeds of
any bank debt or such cancellation is made pursuant to a refinancing by the
Parent, pay to the Facility Agent for the account of each Lender an amount
equal to 1 per cent of the amount prepaid or cancelled (the “Refinancing Premium”) provided that
no such Refinancing Premium shall be payable to any Lender which is
participating as a Lender in such refinancing.


(d)                                     The
Parent may not reborrow any part of the Term Facility which is prepaid.


(e)                                      Unless a contrary
indication appears in this Agreement, any part of the Revolving Facility which
is prepaid may be reborrowed in accordance with the terms of this Agreement.



 40














 


(f)                                        The
Borrowers shall not repay or prepay all or any part of the Loans or cancel all
or any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.


(g)                                     No
amount of the Total Commitments cancelled under this Agreement may be
subsequently reinstated.


(h)                                     If
the Facility Agent receives a notice under this Clause 11 it shall promptly
forward a copy of that notice to either the Parent or the affected Lenders, as
appropriate.



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SECTION 5


COSTS OF
UTILISATION


12.                           INTEREST


12.1                     Calculation
of interest


The rate of interest on
each Loan for each Interest Period is the percentage rate per annum which is
the aggregate of the applicable:


(a)                                      Margin;


(b)                                     LIBOR;
and


(c)                                      Mandatory
Cost, if any.


12.2                     Payment of
interest


(a)                                      The
Borrower to which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period (and, if any Interest Period is longer
than six Months, on the dates falling at six Monthly intervals after the first
day of that Interest Period).


(b)                                     If
the annual audited financial statements of the Group and related Compliance
Certificate received by the Facility Agent show that a Margin reduction should
not have occurred during a certain period, the Parent shall (or shall ensure
the relevant Borrower shall) promptly pay to the Facility Agent any amounts
necessary to put the Facility Agent and the Lenders in the position they would
have been in had the Margin reduction not occurred.


12.3                     Default
interest


(a)                                      If
an Obligor fails to pay any amount payable by it under a Finance Document on
its due date, interest shall accrue on the overdue amount from the due date up
to the date of actual payment (both before and after judgment) at a rate which
is two per cent higher than the rate which would have been payable if the
overdue amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Facility Agent (acting reasonably).  Any interest
accruing under this Clause 12.3 shall be immediately payable by the Obligor on
demand by the Facility Agent.


(b)                                     Default
interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue
amount but will remain immediately due and payable.


12.4                     Notification
of rates of interest


The Facility Agent shall promptly notify the Lenders
and the relevant Borrower (or the Parent) of the determination of a rate of
interest under this Agreement.



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13.                           INTEREST
PERIODS


13.1                     Selection of
Interest Periods


(a)                                      A
Borrower (or the Parent on behalf of a Borrower) may select an Interest Period
for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term
Loan and has already been borrowed) in a Selection Notice.


(b)                                     Each
Selection Notice for a Term Loan is irrevocable and must be delivered to the
Facility Agent by the Parent not later than the Specified Time.


(c)                                      If
the Parent fails to deliver a Selection Notice to the Facility Agent in
accordance with paragraph (b) above, the relevant Interest Period will, subject
to Clause 13.2 (Changes to Interest Periods), be
one Month.


(d)                                     Subject
to this Clause 13, a Borrower (or the Parent) may select an Interest Period of
one, two, three or six Months or any other period agreed between the Parent and
the Facility Agent (acting on the instructions of all the Lenders).  In addition a Borrower (or the Parent on its
behalf) may select an Interest Period of (in relation to the Term Facility) a
period of less than one Month, if necessary to ensure that there are Term Loans
(with an aggregate Base Currency Amount equal to or greater than the Repayment
Instalment) which have an Interest Period ending on a Repayment Date for the
Parent to make the Repayment Instalment due on that date.


(e)                                      An
Interest Period for a Loan shall not extend beyond the Final Maturity Date
applicable to its Facility.


(f)                                        Each
Interest Period for a Term Loan shall start on the Utilisation Date or (if a
Loan has already been made) on the last day of its preceding Interest Period.


(g)                                     A
Revolving Loan has one Interest Period only.


13.2                     Changes to
Interest Periods


(a)                                      Prior
to determining the interest rate for a Term Loan, the Facility Agent may
shorten an Interest Period for any Term Loan to ensure that there are
sufficient Term Loans (with an aggregate Base Currency Amount equal to or
greater than the Repayment Instalment) which have an Interest Period ending on
a Term Repayment Date for the Parent to make the Repayment Instalment due on
that date.


(b)                                     If
the Facility Agent makes any of the changes to an Interest Period referred to
in this Clause 13.2, it shall promptly notify the Parent and the Lenders.


13.3         Consolidation and division of Term Loans


(a)             Subject
to paragraph (b) below, if two or more Interest Periods:


(i) relate to Term Loans in the same currency; and


(ii) end on the same date;



 43
 






 



those
Term Loans will, unless the Parent specifies to the contrary in the Selection
Notice for the next Interest Period, be consolidated into, and treated as, a
single Term A Loan on the last day of the Interest Period.


(b)                                     Subject to Clause 5.3 (Currency and amount) and Clause 8.1 (Selection of currency), if the Parent
requests in a Selection Notice that a Term Loan be divided into two or more
Term Loans, that Term will, on the last day of its Interest Period, be so
divided with Base Currency Amounts specified in that Selection Notice, being an
aggregate Base Currency Amount equal to the Base Currency Amount of the Term
Loan immediately before its division.


14.                           CHANGES
TO THE CALCULATION OF INTEREST


14.1                     Absence of
quotations


Subject to Clause 14.2 (Market
disruption), if LIBOR is to be determined by reference to the
Reference Banks but a Reference Bank does not supply a quotation by the
Specified Time on the Quotation Day, the applicable LIBOR shall be determined
on the basis of the quotations of the remaining Reference Banks.


14.2                     Market
disruption


(a)                                      If
a Market Disruption Event occurs in relation to a Loan for any Interest Period,
then the rate of interest on each Lender’s share of that Loan for the Interest
Period shall be the rate per annum which is the sum of:


(i)                        the
Margin;


(ii)                     the
rate notified to the Facility Agent by that Lender as soon as practicable and
in any event before interest is due to be paid in respect of that Interest
Period, to be that which expresses as a percentage rate per annum the cost to
that Lender of funding its participation in that Loan from whatever source it
may reasonably select; and


(iii)                  the
Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.


(b)                                     In
this Agreement “Market Disruption Event”
means:


(i)                        at
or about noon on the Quotation Day for the relevant Interest Period the Screen
Rate not being available and none or only one of the Reference Banks supplying
a rate to the Facility Agent to determine LIBOR for the relevant currency and
Interest Period; or


(ii)                     before
close of business in London on the Quotation Day for the relevant Interest
Period, the Facility Agent receiving notifications from a Lender or Lenders
(whose participations in a Loan exceed 50 per cent. of that Loan) that the cost
to it of obtaining matching deposits in the Relevant Interbank Market would be
in excess of LIBOR.



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14.3                     Alternative
basis of interest or funding


(a)                                      If
a Market Disruption Event occurs and the Facility Agent or the Parent so
requires, the Facility Agent and the Parent shall enter into negotiations (for
a period of not more than thirty days) with a view to agreeing a substitute
basis for determining the rate of interest.


(b)                                     Any
alternative basis agreed pursuant to paragraph (a) above shall, with the prior
consent of all the Lenders and the Parent, be binding on all Parties.


14.4                     Break Costs


(a)                                      Each
Borrower shall, within five Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of a Loan or
Unpaid Sum being paid by that Borrower on a day other than the last day of an
Interest Period for that Loan or Unpaid Sum.


(b)                                     Each
Lender shall, as soon as reasonably practicable after a demand by the Facility
Agent, provide a certificate confirming the amount of its Break Costs for any
Interest Period in which they accrue.


15.                           FEES


15.1                     Commitment
fee


(a)                                      The
Parent shall pay to the Facility Agent (for the account of each Lender) a fee
in the Base Currency computed at the rate of:


(i)                        50
per cent. per annum of the applicable Margin on that Lender’s Available
Commitment under the Term Facility for the Term Availability Period; and


(ii)                     50
per cent. per annum of the applicable Margin on that Lender’s Available
Commitment under the Revolving Facility for the Availability Period applicable
to the Revolving Facility.


(b)                                     The
accrued commitment fee is payable:


(i)                        on
the last day of each successive period of three Months which ends during the
relevant Availability Period;


(ii)                     on
the last day of the relevant Availability Period; and


(iii)                  on
the cancelled amount of the relevant Lender’s Commitment at the time the
cancellation is effective.


15.2                     Arrangement
fee


The Parent shall pay to the Arranger an arrangement
fee in the amount and at the times agreed in a Fee Letter.



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15.3                     Agency and
Security Trustee fee


The Parent shall pay to (or procure payment to) the
Facility Agent (for its own account) an agency fee and Security Trustee fee in
the amount and at the times agreed in a Fee Letter.


15.4                     Fees payable
in respect of Letters of Credit


(a)                                      The
Parent or each Borrower shall pay to the Issuing Bank a fronting fee at the
rate of 0.125 per cent. per annum on the outstanding amount which is
counter-indemnified by the other Lenders of each Letter of Credit requested by
it for the period from the issue of that Letter of Credit until its Expiry
Date.


(b)                                     The
Parent or each Borrower shall pay to the Facility Agent (for the account of
each Lender) a Letter of Credit fee in the Base Currency (computed at the rate
equal to the Margin applicable to a Revolving Loan) on the outstanding amount
of each Letter of Credit requested by it for the period from the issue of that
Letter of Credit until its Expiry Date. 
This fee shall be distributed according to each Lender’s L/C Proportion
of that Letter of Credit.


(c)                                      The
accrued fronting fee and Letter of Credit fee on a Letter of Credit shall be
payable on the first day of each successive period of three Months (or such
shorter period as shall end on the Expiry Date for that Letter of Credit)
starting on the date of issue of that Letter of Credit.


(d)                                     If
the Parent or a Borrower cash covers any part of a Letter of Credit then:


(i)                        the
fronting fee payable to the Issuing Bank and the Letter of Credit fee payable
for the account of each Lender shall continue to be payable until the expiry or
cancellation of the Letter of Credit; and


(ii)                     the
Parent or each Borrower will be entitled to withdraw the interest accrued on
the cash cover to pay the fees set out in paragraph (i) above.



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SECTION 6


ADDITIONAL
PAYMENT OBLIGATIONS


16.                           TAX
GROSS UP AND INDEMNITIES


16.1                     Definitions


In this Clause 16:


“Protected Party”
means a Finance Party which is or will be, for or on account of Tax, subject to
any liability or required to make any payment in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.


“Qualifying
Lender” means a Lender which is beneficially entitled to interest
payable to that Lender in respect of an advance under a Finance Document and
is:


(a)                                      a Lender:


(i)                        which is a bank (as defined for the purpose of section
349 of the Taxes Act) making an advance under a Finance Document; or


(ii)                     in respect of an advance made under a Finance Document
by a person that was a bank (as defined for the purpose of section 349 of the
Taxes Act) at the time that that advance was made,


and which is within the charge to United Kingdom
corporation tax as respects any payments of interest made in respect of that
advance; or


(b)                                     a Treaty Lender.


“Tax
Confirmation” means a confirmation by a Lender that the person
beneficially entitled to interest payable to that Lender in respect of an
advance under a Finance Document is either:


(a)                                      a company resident in the United Kingdom, or a
partnership each member of which is a company resident in the United Kingdom,
for United Kingdom tax purposes; or


(b)                                     a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a branch or agency and that
interest payable in respect of that advance falls to be brought into account in
computing the chargeable profits of that company for the purposes of section
11(2) of the Taxes Act.


“Tax Credit”
means a credit against, relief or remission for, or repayment of, any Tax.


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a payment under
a Finance Document.



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“Tax Payment”
means either the increase in a payment made by an Obligor to a Finance Party
under Clause 16.2 (Tax gross-up)
or a payment under Clause 16.3 (Tax indemnity).


“Treaty
Lender” means a Lender which:


(a)                                      is treated as a resident of a Treaty State for the
purposes of the Treaty;


(b)                                     does not carry on a business in the United Kingdom
through a permanent establishment with which that Lender’s participation in the
Loan is effectively connected.


“Treaty State”
means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for
full exemption from tax imposed by the United Kingdom on interest.


Unless a contrary indication appears, in this Clause
16 a reference to “determines” or “determined” means a determination made in the absolute
discretion of the person making the determination.


16.2                     Tax gross-up


(a)                                      Each
Obligor shall make all payments to be made by it without any Tax Deduction,
unless a Tax Deduction is required by law. 
Each Lender hereby represents to each Obligor, on the date of this
Agreement (if a New Lender) or the date it becomes a Party, that it is a
Qualifying Lender.


(b)                                     The
Parent shall promptly upon becoming aware that an Obligor must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax
Deduction) notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility
Agent on becoming so aware in respect of a payment to that Lender.  If the Facility Agent receives such
notification from a Lender it shall notify the Parent and that Obligor.


(c)                                      If
a Tax Deduction is required by law to be made by an Obligor the amount of the
payment due from that Obligor shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would
have been due if no Tax Deduction had been required.


(d)                                     An
Obligor is not required to make an increased payment to a Lender under
paragraph (c) above for a Tax Deduction in respect of tax imposed by the United
Kingdom from a payment of interest on a Loan, if on the date on which the
payment falls due:


(i)                        the
payment could have been made to the relevant Lender without a Tax Deduction if
it was a Qualifying Lender, but on that date that Lender is not or has ceased
to be a Qualifying Lender other than as a result of any change after the date
it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or Treaty,



 48
 






 



or any published practice or concession of any relevant taxing
authority; or


(ii)                     the
relevant Lender is a Treaty Lender and the Obligor making the payment is able
to demonstrate that the payment could have been made to the Lender without the
Tax Deduction had that Lender complied with its obligations under paragraph (g)
below.


(e)                                      If
an Obligor is required to make a Tax Deduction, that Obligor shall make that
Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.


(f)                                        Within
thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall
deliver to the Facility Agent for the Finance Party entitled to the payment
evidence reasonably satisfactory to that Finance Party that the Tax Deduction
has been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.


(g)                                     A
Treaty Lender and each Obligor which makes a payment to which that Treaty
Lender is entitled shall co-operate in completing any procedural formalities
necessary for that Obligor to obtain authorisation to make that payment without
a Tax Deduction.


16.3                     Tax indemnity


(a)                                      The
Parent shall (within three Business Days of demand by the Facility Agent) pay
(or procure payment) to a Protected Party an amount equal to the loss,
liability or cost which that Protected Party determines will be or has been
(directly or indirectly) suffered for or on account of Tax by that Protected
Party in respect of a Finance Document.


(b)                                     Paragraph
(a) above shall not apply:


(i)                        with
respect to any Tax assessed on a Finance Party:


(A)                under
the law of the jurisdiction in which that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or


(B)                  under
the law of the jurisdiction in which that Finance Party’s Facility Office is
located in respect of amounts received or receivable in that jurisdiction,


if that Tax is imposed on or calculated by reference
to the net income received or receivable (but not any sum deemed to be received
or receivable) by that Finance Party; and



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(ii)                     to
the extent a loss, liability or cost:


(A)                is
compensated for by an increased payment under Clause 16.2 (Tax gross-up); or


(B)                  would
have been compensated for by an increased payment under Clause 16.2 (Tax gross-up) but was not so compensated
solely because one of the exclusions in paragraph (d) of Clause 16.2 (Tax gross-up) applied.


(c)                                      A
Protected Party making, or intending to make a claim pursuant to paragraph (a)
above shall promptly notify the Facility Agent of the event which will give, or
has given, rise to the claim, following which the Facility Agent shall notify
the Parent.


(d)                                     A
Protected Party shall, on receiving a payment from an Obligor under this Clause
16.3, notify the Facility Agent.


16.4                     Tax Credit


If an Obligor makes a
Tax Payment and the relevant Finance Party determines that:


(a)                                      a
Tax Credit is attributable to that Tax Payment; and


(b)                                     that
Finance Party has obtained, utilised and retained that Tax Credit,


the Finance Party shall pay an amount to the Obligor
which that Finance Party determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been
made by the Obligor.


16.5                     Stamp Taxes


The Parent shall pay and, within three Business Days
of demand, indemnify each Secured Party and Arranger against any cost, loss or
liability that Secured Party or Arranger incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance
Document.


16.6                     Value Added Tax


(a)                                      All
consideration expressed to be payable under a Finance Document by any Party to
a Finance Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by
any Finance Party to any Party in connection with a Finance Document, that
Party shall pay to the Finance Party (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT.


(b)                                     Where a Finance
Document requires any Party to reimburse a Finance Party for any costs or
expenses, that Party shall also at the same time pay and indemnify that Finance
Party against all VAT incurred by the Finance Party in respect of the costs or
expenses to the extent that the Finance Party is not entitled to credit or
repayment of the VAT.



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17.                           INCREASED COSTS


17.1                     Increased costs


(a)                                      Subject
to Clause 17.3 (Exceptions) the Parent shall,
within three Business Days of a demand by the Facility Agent, pay for the
account of a Finance Party the amount of any Increased Costs incurred by that
Finance Party or any of its Affiliates as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of)
any law or regulation or (ii) compliance with any law or regulation made after
the date of this Agreement.


(b)                                     In
this Agreement “Increased Costs”
means:


(i)                        a
reduction in the rate of return from a Facility or on a Finance Party’s (or its
Affiliate’s) overall capital;


(ii)                     an
additional or increased cost; or


(iii)                  a
reduction of any amount due and payable under any Finance Document,


which is incurred or suffered by a Finance Party or
any of its Affiliates to the extent that it is attributable to that Finance
Party having entered into its Commitments or an Ancillary Commitment or funding
or performing its obligations under any Finance Document or Letter of Credit.


17.2                     Increased cost claims


(a)                                      A
Finance Party intending to make a claim pursuant to Clause 17.1 (Increased costs) shall notify the Facility Agent of the
event giving rise to the claim, following which the Facility Agent shall
promptly notify the Parent.


(b)                                     Each
Finance Party shall, as soon as practicable after a demand by the Facility
Agent, provide a certificate confirming the amount of its Increased Costs.


17.3                     Exceptions


(a)                                      Clause
17.1 (Increased costs) does not apply to the
extent any Increased Cost is:


(i)                        attributable
to a Tax Deduction required by law to be made by an Obligor;


(ii)                     compensated
for by Clause 16.3 (Tax indemnity)
(or would have been compensated for under Clause 16.3 (Tax indemnity)
but was not so compensated solely because any of the exclusions in paragraph
(b) of Clause 16.3 (Tax indemnity)
applied);


(iii)                  compensated
for by the payment of the Mandatory Cost; or


(iv)                 attributable
to the wilful breach by the relevant Finance Party or its Affiliates of any law
or regulation.



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(b)                                     In
this Clause 17.3 reference to a “Tax
Deduction” has the same meaning given to the term in Clause 16.1 (Definitions).


18.                           OTHER
INDEMNITIES


18.1                     Currency
indemnity


(a)                                      If
any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award
given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is
payable into another currency (the “Second
Currency”) for the purpose of:


(i)                        making
or filing a claim or proof against that Obligor; or


(ii)                     obtaining
or enforcing an order, judgment or award in relation to any litigation or
arbitration proceedings,


that Obligor shall as an independent obligation,
within three Business Days of demand, indemnify each Secured Party and the
Arranger to whom that Sum is due against any cost, loss or liability arising
out of or as a result of the conversion including any discrepancy between (A)
the rate of exchange used to convert that Sum from the First Currency into the
Second Currency and (B) the rate or rates of exchange available to that person
at the time of its receipt of that Sum.


(b)                                     Each
Obligor waives any right it may have in any jurisdiction to pay any amount
under the Finance Documents in a currency or currency unit other than that in
which it is expressed to be payable.


18.2                     Other indemnities


(a)                                      The
Parent shall (or shall procure that an Obligor will), within three Business
Days of demand, indemnify each Secured Party and the Arranger against any cost,
loss or liability incurred by that Secured Party or Arranger as a result of:


(i)                        the
occurrence of any Event of Default;


(ii)                     a
failure by an Obligor to pay any amount due under a Finance Document on its due
date, including without limitation, any cost, loss or liability arising as a
result of Clause 32 (Sharing among the Finance
Parties);


(iii)                  funding,
or making arrangements to fund, its participation in a Utilisation requested by
the Parent or a Borrower in a Utilisation Request but not made by reason of the
operation of any one or more of the provisions of this Agreement (other than by
reason of default or negligence by that Finance Party alone);



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(iv)                 issuing
or making arrangements to issue a Letter of Credit requested by a Borrower in a
Utilisation Request but not issued by reason of the operation of any one or
more of the provisions of this Agreement; or


(v)                    a
Utilisation (or part of a Utilisation) not being prepaid in accordance with a
notice of prepayment given by a Borrower or the Parent.


18.3                     Indemnity to the Facility Agent


The Parent shall (or
shall procure that an Obligor will) promptly indemnify the Facility Agent
against any cost, loss or liability incurred by the Facility Agent (acting
reasonably) as a result of:


(a)                                      investigating
any event which it reasonably believes is an Event of Default;


(b)                                     entering
into or performing any foreign exchange contract for the purposes of paragraph
(b) of Clause 33.9 (Change of Currency);
or


(c)                                      acting
or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised.


18.4                     Indemnity to the Security Trustee


(a)                                      Each
Obligor shall promptly indemnify the Security Trustee and every Receiver and
Delegate against any cost, loss or liability incurred by any of them as a
result of:


(i)                        the
taking, holding, protection or enforcement of the Transaction Security,


(ii)                     the
exercise of any of the rights, powers, discretions and remedies vested in the
Security Trustee and each Receiver and Delegate by the Finance Documents or by
law; and


(iii)                  any
default by any Obligor in the performance of any of the obligations expressed
to be assumed by it in the Finance Documents.


(b)                                     The
Security Trustee may, in priority to any payment to the Secured Parties,
indemnify itself out of the Charged Property in respect of, and pay and retain,
all sums necessary to give effect to the indemnity in this Clause 18.4 and
shall have a lien on the Transaction Security and the proceeds of the
enforcement of the Transaction Security for all monies payable to it.


19.                           MITIGATION BY THE LENDERS


19.1                     Mitigation


(a)                                      Each
Finance Party shall, in consultation with the Parent, take all reasonable steps
to mitigate any circumstances which arise and which would result in any amount becoming
payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality of a Lender)
(or, in respect of the Issuing Bank, Clause 11.2 (Illegality
in relation to Issuing Bank)),
Clause 16 (Tax Gross-up and Indemnities) or
Clause 17 (Increased Costs) or paragraph 3
of Schedule 4



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(Mandatory Cost Formulae) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another
Affiliate or Facility Office.


(b)                                     Paragraph
(a) above does not in any way limit the obligations of any Obligor under the
Finance Documents.


19.2                     Limitation of liability


(a)                                      The
Parent shall (or shall procure that an Obligor will) indemnify each Finance
Party for all costs and expenses reasonably incurred by that Finance Party as a
result of steps taken by it under Clause 19.1 (Mitigation).


(b)                                     A
Finance Party is not obliged to take any steps under Clause 19.1 (Mitigation) if, in the opinion of that Finance Party (acting
reasonably), to do so might be prejudicial to it.


20.                           COSTS AND EXPENSES


20.1                     Transaction expenses


The Parent shall promptly on demand pay (or shall
procure that an Obligor will pay) the Facility Agent, the Arranger and the
Security Trustee the amount of all costs and expenses (including legal fees)
reasonably incurred by any of them in connection with the negotiation,
preparation, printing, execution, syndication and perfection of:


(a)                                      this
Agreement and any other documents referred to in this Agreement and the
Transaction Security; and


(b)                                     any
other Finance Documents executed after the date of this Agreement.


20.2                     Amendment costs


If (a) an Obligor requests an amendment, waiver or
consent or (b) an amendment is required pursuant to Clause 33.9 (Change of currency), the Parent shall, within three Business
Days of demand, reimburse (or procure reimbursement of) each of the Facility
Agent and the Security Trustee for the amount of all costs and expenses
(including legal fees) reasonably incurred by the Facility Agent and the
Security Trustee in responding to, evaluating, negotiating or complying with
that request or requirement.


20.3                     Enforcement
and preservation costs


The Parent shall, within three Business Days of
demand, pay (or procure payment) to each Secured Party and the Arranger the
amount of all costs and expenses (including legal fees) incurred by that
Secured Party or Arranger in connection with the enforcement of or the
preservation of any rights, powers and remedies under any Finance Document and
the Transaction Security and any proceedings instituted by or against the
Security Trustee as a consequence of taking or holding the Transaction Security
or enforcing these rights, powers and remedies.



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SECTION 7


GUARANTEE


21.                           GUARANTEE AND INDEMNITY


21.1                     Guarantee and indemnity


Each Guarantor
irrevocably and unconditionally jointly and severally:


(a)                                      guarantees
to each Finance Party punctual performance by each other Obligor of all that
Obligor’s obligations under the Finance Documents;


(b)                                     undertakes
with each Finance Party that whenever another Obligor does not pay any amount
when due under or in connection with any Finance Document, that Guarantor shall
immediately on demand pay that amount as if it was the principal obligor; and


(c)                                      indemnifies
each Finance Party immediately on demand against any cost, loss or liability
suffered by that Finance Party if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal.  The
amount of the cost, loss or liability shall be equal to the amount which that
Finance Party would otherwise have been entitled to recover.


21.2                     Continuing Guarantee


This guarantee is a continuing guarantee and will
extend to the ultimate balance of sums payable by any Obligor under the Finance
Documents, regardless of any intermediate payment or discharge in whole or in
part.


21.3                     Reinstatement


If any payment by an
Obligor or any discharge given by a Finance Party (whether in respect of the
obligations of any Obligor or any security for those obligations or otherwise)
is avoided or reduced as a result of insolvency or any similar event:


(a)                                      the
liability of each Obligor shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and


(b)                                     each
Finance Party shall be entitled to recover the value or amount of that security
or payment from the Obligor, as if the payment, discharge, avoidance or
reduction had not occurred.


21.4                     Waiver of defences


The obligations of each Guarantor under this Clause 21
will not be affected by any act, omission, matter or thing which, but for this
Clause 21, would reduce, release or prejudice any of its obligations under this
Clause 21  (without limitation and
whether or not known to it or any Finance Party) including:


(a)                                      any
time, waiver or consent granted to, or composition with, any Obligor or other
person;


(b)                                     the
release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;



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(c)                                      the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Obligor or other person or any non-presentation or
non-observance of any formality or other requirement in respect of any
instrument or any failure to realise the full value of any security;


(d)                                     any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor or any other person;


(e)                                      any
amendment (however fundamental) or replacement of a Finance Document or any
other document or security;


(f)                                        any
unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document or any other document or security; or


(g)                                     any
insolvency or similar proceedings.


21.5                     Immediate recourse


Each Guarantor waives any right it may have of first
requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim payment from any
person before claiming from that Guarantor under this Clause 21.  This waiver applies irrespective of any law
or any provision of a Finance Document to the contrary.


21.6                     Appropriations


Until all amounts which
may be or become payable by the Obligors under or in connection with the
Finance Documents have been irrevocably paid in full, each Finance Party (or
any trustee or agent on its behalf) may:


(a)                                      refrain
from applying or enforcing any other monies, security or rights held or
received by that Finance Party (or any trustee or agent on its behalf) in
respect of those amounts, or apply and enforce the same in such manner and
order as it sees fit (whether against those amounts or otherwise) and no
Guarantor shall be entitled to the benefit of the same; and


(b)                                     hold
in an interest-bearing suspense account any monies received from any Guarantor
or on account of any Guarantor’s liability under this Clause 21.


21.7                     Deferral of Guarantor’s rights


Until all amounts which may be or become payable by
the Obligors under or in connection with the Finance Documents have been
irrevocably paid in full and unless the Facility Agent otherwise directs, no
Guarantor will exercise any rights which it may have by reason of performance
by it of its obligations under the Finance Documents:


(a)                                      to
be indemnified by an Obligor;



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(b)                                     to
claim any contribution from any other guarantor of any Obligor’s obligations
under the Finance Documents; and/or


(c)                                      to
take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or
of any other guarantee or security taken pursuant to, or in connection with,
the Finance Documents by any Finance Party.


21.8                     Release of Guarantors’ right of contribution


If any Guarantor (a “Retiring
Guarantor”) ceases to be a Guarantor in accordance with the terms of
the Finance Documents for the purpose of any sale or other disposal of that
Retiring Guarantor then on the date such Retiring Guarantor ceases to be a
Guarantor:


(a)                                      that
Retiring Guarantor is released by each other Guarantor from any liability
(whether past, present or future and whether actual or contingent) to make a
contribution to any other Guarantor arising by reason of the performance by any
other Guarantor of its obligations under the Finance Documents; and


(b)                                     each
other Guarantor waives any rights it may have by reason of the performance of
its obligations under the Finance Documents to take the benefit (in whole or in
part and whether by way of subrogation or otherwise) of any rights of the
Finance Parties under any Finance Document or of any other security taken
pursuant to, or in connection with, any Finance Document where such rights or
security are granted by or in relation to the assets of the Retiring Guarantor.


21.9                     Additional security


This guarantee is in addition to and is not in any way
prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.


21.10               Ireland - Scheme of Arrangement


The guarantee and indemnity contained in Clause 21.1 (Guarantee and Indemnity) shall not be
discharged nor shall any Obligor’s liability be affected by any reduction
occurring in, or other arrangement being made relating to the Obligors’
liabilities or any of them to the Finance Parties as a result of any
arrangement or composition made pursuant to any of the provisions of the
Companies (Amendment) Act, 1990 of Ireland or any analogous provisions or made
pursuant to any proceedings or actions whatsoever and whether or not following
the appointment of an administrator, administrative receiver, trustee,
liquidator, receiver or examiner or any similar officer or any analogous event
occurring under the laws of any relevant jurisdiction to any Obligor or over
all or any substantial part of the assets (as the case may be) of any Obligor
and each Obligor agrees with the Finance Parties that the amount recoverable by
the Finance Parties from such Obligor under the Finance Documents will be and
will continue to be the full amount which would have been recoverable by the
Finance Parties from such Obligor in respect of its liabilities and any of them
had no such arrangement or composition or event as aforesaid been entered into.



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21.11               Limitations applicable to guarantees from Dutch
Guarantors


Any guarantee, indemnity obligation, liability and/or
undertaking granted or assumed pursuant to this Agreement (including but not
limited to this Clause 21 (Guarantee and
Indemnity) and 18 (Other
Indemnities)) or pursuant to any other Finance Document by any
Obligor incorporated in The Netherlands shall be deemed not to be undertaken or
incurred by such Obligor to the extent that the same would constitute unlawful
financial assistance within the meaning of Section 2:207(c) of the Dutch Civil
Code.  For the avoidance of doubt any
guarantee, obligation, indemnity, liability and/or undertaking granted or
assumed hereunder or under any other Finance Document by:


(a)                                      Iron
Mountain Nederland Holdings B.V., shall not be deemed to be undertaken or
incurred to the extent relating to an amount of euros 23,700 of the Hays IMS
Acquisition Indebtedness used for the acquisition of the shares in the capital
of Iron Mountain Nederland Holdings B.V.; and


(b)                                     Iron
Mountain Nederland B.V., shall not be deemed to be undertaken or incurred to
the extent relating to (i) an amount of £20,150,000 of the Hays IMS Acquisition
Indebtedness used for the acquisition of the shares in the capital of Iron
Mountain Nederland B.V. (ii) an amount of euros 23,700 of the Hays IMS
Acquisition Indebtedness used for the acquisition of the shares in the capital
of Iron Mountain Nederland Holdings B.V.


21.12               Spanish Guarantors


The guarantee given by any Obligor incorporated in
Spain expressly acknowledges that this guarantee takes the form of a first
demand guarantee and not a fianza
under sections 1,822 and following of the Spanish Civil Code (Código Civil) and, therefore, the benefits
conferred by Spanish law to a fiador
(benefits of priority, exhaustion of remedies against the principal debtor and
division) shall not apply to this guarantee.



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SECTION 8


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


22.                           REPRESENTATIONS


Each Obligor makes the
following representations and warranties to each Finance Party at the times
specified in Clause 22.20 (Times on which
representations are made):


22.1                     Status


(a)                                      It
and each of its Subsidiaries is a limited
liability corporation or company (as the case may be), duly
incorporated and validly existing under the law of its jurisdiction of
incorporation.


(b)                                     It
and each of its Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.


22.2                     Binding obligations


The obligations expressed to be assumed by it in each
Finance Document are legal, valid, binding and enforceable obligations.


22.3                     Non-conflict with other obligations


The entry into and
performance by it of, and the transactions contemplated by, the Finance
Documents and the granting of the Transaction Security do not and will not
conflict with:


(a)                                      any
law or regulation applicable to it;


(b)                                     constitutional
documents of any Obligor or Pledged Company; or


(c)                                      any
agreement or instrument binding upon any Obligor or Pledged Company or any
Obligor’s or any Pledged Company’s assets, breach of which could reasonably be
expected to have a Material Adverse Effect.


22.4                     Power and authority


(a)                                      It
has the power to enter into, perform and deliver, and has taken all necessary
action to authorise its entry into, performance and delivery of, the Finance
Documents to which it is a party and the transactions contemplated by those
Finance Documents.


(b)                                     No
limit on its powers will be exceeded as a result of the borrowing, granting of
security or giving of guarantees or indemnities contemplated by the Finance
Documents to which it is a party.


22.5                     Validity and admissibility in evidence


(a)                                      All
Authorisations required:


(i)                        to
enable it lawfully to enter into, exercise its rights and comply with its
obligations in the Finance Documents to which it is a party; and



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(ii)                     to
make the Finance Documents to which it is a party admissible in evidence in its
Relevant Jurisdictions,


have been obtained or effected and are in full force
and effect.


22.6                     Governing law and enforcement


(a)                                      The
choice of English law as the governing law of the Finance Documents will be
recognised and enforced in its Relevant Jurisdictions.


(b)                                     Any
judgment obtained in England in relation to a Finance Document will be
recognised and enforced in its Relevant Jurisdictions.


22.7                     No filing or stamp taxes


Under the laws of the Relevant Jurisdictions it is not
necessary that the Finance Documents be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration,
notarial or similar Taxes or fees be paid on or in relation to the Finance
Documents or the transactions contemplated by the Finance Documents except:


(a)                                      due
presentation for registration of the Transaction Security Documents governed by
English law in accordance with The Companies Act 1985;


(b)                                     the
payment of applicable Belgian stamp duty on the Transaction Security Documents
governed by Belgian law;


(c)                                      the
payment of applicable notarial fees on the Transaction Security Documents
governed by Spanish law;


(d)                                     due
presentation for registration of the Transaction Security Documents governed by
French law with the French tax authorities;


(e)                                      due
presentation for registration of the Transaction Security Documents governed by
the Dutch law: rights of pledge (pandrechten)
with the Dutch tax authorities and rights of mortgage (hypotheekrechten) the land register (kadaster);


(f)                                        due
presentation for registration of the Transaction Security Documents governed by
Irish law in accordance with the Irish Companies Acts 1963 - 2001; and


(g)                                     the
payment of applicable Irish stamp duty on the Transaction Security Documents
governed by Irish law,


each of which will be made promptly after the date of
this Agreement.


22.8                     No default


(a)                                      No
Event of Default is continuing or might reasonably be expected to result from
the making of any Utilisation.


(b)                                     No other event or
circumstance is outstanding which constitutes a default under any other
agreement or instrument which is binding on it or any of its



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Subsidiaries
or to which its (or its Subsidiaries’) assets are subject which could
reasonably be expected to have a Material Adverse Effect.


22.9                     No misleading information


(a)                                      Any
factual information contained in the Information Memorandum was true and accurate
in all material respects as at the date of the relevant report or document
containing the information.


(b)                                     Any
financial projections or forecasts contained in the Information Memorandum have
been prepared on the basis of recent historical information and on the basis of
reasonable assumptions and were fair (as at the date of the relevant report or
document containing the projection or forecast) and arrived at after careful
consideration.


(c)                                      The
written expressions of opinion or intention provided by or on behalf of an
Obligor for the purposes of the Information Memorandum were arrived at after
careful consideration and were fair and based on reasonable grounds.


(d)                                     No
event or circumstance has occurred or arisen and no information has been
omitted from the Information Memorandum and no information has been given or
withheld that results in the information, opinions, intentions, forecasts or
projections contained in the Information Memorandum being untrue or misleading
or other than fair and reasonable in any material respect.


(e)                                      All
other written information provided by any member of the Group (including its
advisers) was true, complete and accurate in all material respects as at the
date it was provided and is not misleading in any material respect.


The representations and warranties made with respect
to the Information Memorandum are made by each Obligor in this Clause 22.9 only
so far as it is aware after making reasonable enquiries.


22.10               Financial
statements


(a)                                      Its
Original Financial Statements were prepared in accordance with the Accounting
Principles consistently applied.


(b)                                     Its
unaudited Original Financial Statements fairly represent its financial
condition and operations (consolidated in the case of the Parent) during the
relevant financial year.


(c)                                      There
has been no change in its property, assets, business or financial condition (or
the property, assets, business or consolidated financial condition of the
Group, in the case of the Parent) since the date of the most recent financial
statements delivered pursuant to paragraph (a)(i) of Clause 23.1 (Financial Statements) which could
reasonably be expected to have a Material Adverse Effect.



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(d)                                     Each
set of financial statements delivered pursuant to Clause 23.1 (Financial statements) gives a true and fair view of (in the
case of audited financial statements) or fairly represents (in the case of
unaudited financial statements) its financial condition and operations as at
the date at which those financial statements were drawn up.


22.11               No proceedings
pending or threatened


No litigation, arbitration or administrative
proceedings or investigations of or before any court, arbitral body or agency
which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect have (to the best of its knowledge and belief) been started or
threatened against it or any of its Subsidiaries.


22.12               Environmental and
other laws


(a)                                      Each
Obligor and Pledged Company is in compliance with Clause 25.3 (Environmental compliance) and to the best of its knowledge
and belief no circumstances have occurred which would prevent that performance
or observation.


(b)                                     No
Environmental Claim has been commenced or (to the best of its knowledge and
belief) is threatened against any Obligor or Pledged Company where that claim
could reasonably be expected, if adversely determined, to have a Material
Adverse Effect.


(c)                                      No
Obligor or Pledged Company is in breach of any other law or regulation in a
manner or to an extent which could reasonably be expected to have a Material
Adverse Effect.


22.13               Dangerous
Substances


No Dangerous Substance has been used, disposed of,
generated, stored, transported, dumped, released, deposited, buried or emitted
at, or from, or under, any premises (whether or not owned, leased, occupied, or
controlled by it) in circumstances where this might reasonably be expected to
result in a liability on it which if enforced could have a Material Adverse
Effect.


22.14               Taxation


(a)                                      It
has duly and punctually paid and discharged all Taxes imposed on it or its
assets within the time period allowed without incurring penalties (save to the
extent that (i) the payment is being contested in good faith, (ii) it has
maintained adequate reserves for those Taxes and (iii) payment can be lawfully
withheld);


(b)                                     No
Obligor or Pledged Company is materially overdue in the filing of any Tax
returns;


(c)                                      No
claims are being or are reasonably likely to be asserted against any Obligor or
Pledged Company with respect to Taxes which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.



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22.15               Security and
Financial Indebtedness


(a)                                      No
Security exists over all or any of the present or future assets of any member
of the Group other than any Security permitted under Clause 25.10 (Negative pledge).


(b)                                     No
member of the Group has any actual or contingent Financial Indebtedness
outstanding other than as permitted by this Agreement.


22.16               Pari Passu Ranking


Its payment obligations under the Finance Documents
rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally.


22.17               Transaction Security


Each Transaction Security Document to which it is a
party validly creates the Security which is expressed to be created by that
Transaction Security Document and evidences the Security it is expressed to
evidence and those security interests are valid and effective.


22.18               Good Title Assets


Subject to any Security permitted pursuant to paragraph
(c) of Clause 25.10 (Negative Pledge)
and with the exception of the Hays’ Leases at any time prior to the Conditions
Subsequent Longstop Date, each Obligor and Pledged Company has a good, valid
and marketable title to, or valid leases or licences of, and all appropriate
Authorisations to use, all assets necessary to carry on its business as
presently conducted and to perform its obligations under the Finance Documents,
save in each case to the extent that the absence of such good, valid and
marketable title to, or valid leases or licences of or appropriate
Authorisations could not reasonably be expected to be likely to have a Material
Adverse Effect.


22.19               Shares


The shares of any member of the Group which are
subject to the Transaction Security are fully paid and not subject to any
option to purchase or similar rights. 
The constitutional documents of companies whose shares are subject to
the Transaction Security do not and could not restrict or inhibit any transfer of
those shares on creation or on enforcement of the Transaction Security.


22.20               Times on which
representations are made


(a)                                      All
the representations and warranties in this Clause 22 are made to each Finance
Party on the date of this Agreement except for the representations and
warranties set out in paragraphs (a) to (d) of Clause 22.9 (No misleading information) relating to the Information
Memorandum which are deemed to be made by each Obligor on the date that the
Information Memorandum is approved by the Parent.


(b)                                     The
Repeating Representations are deemed to be made by each Obligor to each Finance
Party on the date of each Utilisation Request and on the first day of each
Interest Period.



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(c)                                      All
the representations and warranties in this Clause 22 except paragraphs (a) to
(d) of Clause 22.9 (No misleading information),
are deemed to be made by each Additional Obligor to each Finance Party on the
day on which it becomes an Additional Obligor.


(d)                                     Each
representation or warranty deemed to be made after the date of this Agreement
shall be made by reference to the facts and circumstances existing at the date
the representation or warranty is made.


23.                           INFORMATION
UNDERTAKINGS


The undertakings in this Clause 23 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.


23.1                     Financial
statements


The Parent shall supply
to the Facility Agent in sufficient copies for all the Lenders:


(a)                                      as
soon as they are available, but in any event within 150 days after the end of each
of its financial years:


(i)                        its
audited consolidated financial statements for that financial year; and


(ii)                     the
financial statements (consolidated if appropriate) of each Obligor for that
financial year audited (if that Obligor produces audited financial statements);


(b)                                     as
soon as they are available, but in any event within 60 days after the end of
each Financial Quarter of each of its financial years its consolidated
financial statements for that Financial Quarter; and


(c)                                      within
90 days after the commencement of each of its financial years a consolidated
annual budget (including profit and loss account, balance sheet, cashflow
forecasts and capital expenditure forecasts) for the next financial year.


23.2                     Compliance
Certificate


(a)                                      The
Parent shall supply a Compliance Certificate to the Facility Agent with each
set of its audited consolidated annual financial statements and each set of its
consolidated quarterly financial statements delivered pursuant to paragraph (b)
of Clause 23.1 (Financial statements).


(b)                                     Each
Compliance Certificate shall:


(i)                        set
out (in reasonable detail) computations as to compliance with Clause 24 (Financial Covenants) and the Margin computations set out in
the definition “Margin” as at the date as at which those financial statements
were drawn up;



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(ii)                     confirm
compliance with Clause 25.18 (Guarantor
Group and Security Coverage); and


(iii)                  confirm
no Default has occurred and is continuing or, if a Default has occurred, what
Default has occurred and the steps being taken to remedy that Default.


(c)                                      Each
Compliance Certificate shall be signed by the finance director and any other
director of the Parent.


(d)                                     The
first Compliance Certificate required to be delivered under this Agreement
shall be in respect of the Relevant Period ending 31 July 2004.


23.3                     Requirements
as to financial statements


(a)                                      Each
set of financial statements delivered pursuant to Clause 23.1 (Financial statements):


(i)                        shall
be certified by a director of the relevant company as giving a true and fair
view (in the case of annual financial statements delivered pursuant to
paragraph (a) of Clause 23.1 (Financial statements))
or fairly representing (in other cases) its financial condition and operations
as at the date as at which those financial statements were drawn up;


(ii)                     shall
be prepared using the Accounting Principles, accounting practices and financial
reference periods consistent with those applied in the case of any Obligor, in
the preparation of the Original Financial Statements for that Obligor,


unless, in relation to any set of financial
statements, the Parent notifies the Facility Agent that there has been a change
in the Accounting Principles, the accounting practices or reference periods and
its auditors (or, if appropriate, the auditors of the Obligor) deliver to the
Facility Agent:


(A)                a
description of any change necessary for those financial statements to reflect
the Accounting Principles, accounting practices and reference periods upon
which that Obligor’s Original Financial Statements were prepared; and


(B)                  sufficient
information, in form and substance as may be reasonably required by the
Facility Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied
with, to determine the Margin as set out in the definition of “Margin” and to
make an accurate comparison between the financial position indicated in those
financial statements and the Original Financial Statements.



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(b)                                     If
the Parent notifies the Facility Agent of a change in accordance with paragraph
(a)(ii) above then the Parent and Facility Agent shall enter into negotiations
in good faith with a view to agreeing:


(i)                        whether
or not the change might result in any material alteration in the commercial
effect of any of the terms of this Agreement; and


(ii)                     if
so, any amendments to this Agreement which may be necessary to ensure that the
change does not result in any material alteration in the commercial effect of
those terms,


and if any amendments are agreed they shall take
effect and be binding on each of the Parties in accordance with their terms.


If no such agreement is reached within 30 days of that
notification of change, the Facility Agent shall (if so requested by the
Majority Lenders) instruct the auditors of the Parent or independent
accountants (approved by the Parent or, in the absence of such approval within
5 days of request by the Facility Agent of such approval, a firm with
recognised expertise) to determine any amendment to Clause 24.2 (Financial condition) the Margin computations set out in the definition
of “Margin” and any other terms of this Agreement which those auditors or, as
the case may be, accountants (acting as experts and not arbitrators) consider
appropriate to ensure the change does not result in any material alteration in
the commercial effect of the terms of this Agreement.  Those amendments shall take effect when so
determined by those auditors, or as the case may be, accountants.  The cost and expense of those auditors or
accountants shall be for the account of the Parent.


Any reference in this Agreement to those financial
statements shall be construed as a reference to those financial statements as
adjusted to reflect the basis upon which the Original Financial Statements were
prepared.


(c)                                      The
Parent shall procure that each set of annual financial statements delivered
pursuant to paragraph (a) of Clause 23.1 (Financial statements)
shall be audited by an internationally recognised firm of independent auditors
(which shall, for the purposes of this Agreement, include RSM Robson Rhodes)
licensed to practice in the jurisdiction of incorporation of the relevant
member of the Group.


23.4                     Group
Companies


The Parent shall, at the request of the Facility
Agent, supply to the Facility Agent a report stating which of its Subsidiaries
are Material Companies.


23.5                     Year-end


With the exception of the proposed change of its
year-end (and that of any applicable member of the Group) to accord with the
year-end of Iron Mountain Inc, the Parent must not change its financial
year-end without the prior written consent of the Facility Agent.



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23.6                     Information:
miscellaneous


The Parent shall supply
to the Facility Agent (in sufficient copies for all the Lenders, if the
Facility Agent so requests):


(a)                                      all
documents dispatched by the Parent to its shareholders (or any class of them)
or dispatched by the Parent or any Obligor to its creditors generally at the
same time as they are dispatched;


(b)                                     promptly
upon becoming aware of them, the details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending against any
member of the Group, and which could reasonably be expected, if adversely
determined, to have a Material Adverse Effect.


(c)                                      promptly,
such information or projections regarding the financial condition, business,
operations, of any member of the Group as any Finance Party (through the
Facility Agent) may reasonably request;


23.7                     Notification
of default


(a)                                      Each
Obligor shall notify the Facility Agent of any Default (and the steps, if any,
being taken to remedy it) promptly upon becoming aware of its occurrence
(unless that Obligor is aware that a notification has already been provided by
another Obligor).


(b)                                     Promptly
upon a request by the Facility Agent (acting reasonably), the Parent shall
supply to the Facility Agent a certificate signed by the finance director and
any other director of the Parent on its behalf certifying that no Default is
continuing (or if a Default is continuing, specifying the Default and the
steps, if any, being taken to remedy it).


23.8                     “Know your
customer” checks


(a)                                      If:


(i)                        the
introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this Agreement;


(ii)                     any
change in the status of an Obligor or the composition of the shareholders of an
Obligor after the date of this Agreement; or


(iii)                  a
proposed assignment or transfer by a Lender of any of its rights and/or
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer,


obliges the Facility Agent or any Lender (or, in the
case of paragraph (iii) above, any prospective new Lender) to comply with “know
your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, each Obligor shall
promptly upon the request of the Facility Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the



 67
 






 



Facility Agent (for itself or on behalf of any Lender)
or any Lender (for itself or, in the case of the event described in paragraph
(iii) above, on behalf of any prospective new Lender) in order for the Facility
Agent, such Lender or, in the case of the event described in paragraph (iii)
above, any prospective new Lender to carry out and be satisfied with the
results of all necessary “know your customer” or other checks in relation to
any relevant person pursuant to the transactions contemplated in the Finance
Documents.


(b)                                     Each
Lender shall promptly upon the request of the Facility Agent supply, or procure
the supply of, such documentation and other evidence as is reasonably requested
by the Facility Agent (for itself) in order for the Facility Agent to carry out
and be satisfied with the results of all necessary “know your customer” or
other checks on Lenders or prospective new Lenders pursuant to the transactions
contemplated in the Finance Documents.


(c)                                      The
Parent shall, by not less than 10 Business Days’ prior written notice to the
Facility Agent, notify the Facility Agent (which shall promptly notify the
Lenders) of its intention to request that one of its Subsidiaries becomes an
Additional Obligor pursuant to Clause 28 (Changes
to the Obligors).


(d)                                     Following
the giving of any notice pursuant to paragraph ((c) above, if the accession of
such Additional Obligor obliges the Facility Agent or any Lender to comply with
“know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it, the Parent
shall promptly upon the request of the Facility Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Facility Agent (for itself or on behalf of any Lender) or any
Lender (for itself or on behalf of any prospective new Lender) in order for the
Facility Agent or such Lender or any prospective new Lender to carry out and be
satisfied with the results of all necessary “know your customer” or other
checks in relation to any relevant person pursuant to the accession of such
Subsidiary to this Agreement as an Additional Obligor.


24.                           FINANCIAL
COVENANTS


24.1                     Financial
definitions


In this Clause 24:


“Borrowings”
means, at any time, the outstanding principal, capital or nominal amount and
any fixed or minimum premium payable on prepayment or redemption of any
indebtedness for or in respect of:


(a)                                      moneys borrowed or raised;


(b)                                     any amount raised by acceptance under any acceptance
credit facility;


(c)                                      any amount raised pursuant to any note purchase
facility or the issue of bonds, notes, debentures, loan stock or any similar
instrument;



 68
 






 



(d)                                     the amount of any liability in respect of any lease or
hire purchase contract which would, in accordance with the Accounting
Principles, be treated as a finance or capital lease;


(e)                                      receivables sold or discounted (other than any
receivables to the extent they are sold on a non-recourse basis);


(f)                                        any counter-indemnity obligation in respect of a
guarantee, indemnity, bond, standby or documentary letter of credit or any
other instrument issued by a bank or financial institution (excluding any given
in respect of trade credit arising in the ordinary course of business);


(g)                                     any amount raised by the issue of redeemable shares
which are redeemable before the Final Maturity Date;


(h)                                     any amount of any liability under an advance or
deferred purchase agreement if one of the primary reasons behind the entry into
the agreement is to raise finance;


(i)                                         any amount raised under any other transaction
(including any forward sale or purchase agreement) having the commercial effect
of a borrowing; and


(j)                                         (without double counting) the amount of any liability
in respect of any guarantee or indemnity for any of the items referred to in
paragraphs (a) to (i) above.


“Consolidated Net Finance Charges” means,
for any Relevant Period, the aggregate amount of the accrued interest
(including capitalised interest), commission, fees, discounts, prepayment
penalties or premiums and other finance payments in respect of Borrowings whether
paid, payable or capitalised by any member of the Group in respect of that
Relevant Period:


(a)                                      excluding any such obligations owed to any other member of the
Group;


(b)                                     including the interest element of leasing and hire purchase
payments;


(c)                                      including any  accrued
commission, fees, discounts and other finance payments payable by any member of
the Group under any interest rate hedging arrangement;


(d)                                     deducting any accrued commission, fees, discounts and other
finance payments owing to any member of the Group under any interest rate
hedging instrument;


(e)                                      deducting any accrued interest owing to any member of the Group
on any deposit or bank account; and


(f)                                        excluding any interest due under the Subordinated Loan Agreement
or, as the case may be, the Existing Retained Inter-company Facilities to the
extent that



 69
 






 



the payment of such interest is funded by a further
drawdown under the Subordinated Loan Agreement;


together with the amount of any cash dividends or
distributions paid or made by the Parent in respect of that Relevant Period.


“Consolidated Total Net Debt” means, at any
time, the aggregate amount of all obligations of the Group for or in respect of
Borrowings but:


(a)                                      excluding any obligations owed by a member of the Group to
another member of the Group;


(b)                                     excluding any amounts owed by any member of the Group pursuant
to the Subordinated Loan Agreement and the Existing Retained Inter-company
Facilities; but


(c)                                      deducting the aggregate amount of freely available Cash at such
time;


and so that no amount shall be included or excluded
more than once.


“EBIT” means the consolidated profits of the
Group from ordinary activities before taxation:


(a)                                      before deducting any Consolidated Net Finance Charges;


(b)                                     before taking into account any items treated as exceptional or extraordinary
items;


(c)                                      before taking into account any non-cash charges included in foreign exchange
translation gains or losses and minority interest charges,


in each case, to the extent added, deducted or taken
into account, as the case may be, for the purposes of determining profits of
the Group from ordinary activities before taxation.


“EBITDA”
means EBIT before deducting any
amount attributable to the amortisation of intangible assets or the
depreciation of tangible assets.


“Financial Quarter”  means the period commencing on the day after
one Quarter Date and ending on the next Quarter Date.


“Quarter Date”
means each of 30 April, 31 July, 31 October and 31 January.


“Relevant Period” means each period of
twelve months ending on the last day of the Parent’s financial year and each
period of twelve months ending on the last day of each Financial Quarter of the
Parent’s financial year.



 70














 


24.2                     Financial
condition


The Parent shall ensure
that:


(a)                                      Interest Cover: The ratio of EBITDA to
Consolidated Net Finance Charges in respect of any Relevant Period specified in
Column 1 below shall not be less than:


(i)                        3.50:1
for each Relevant Period ending on or prior to 31 October 2005;


(ii)                     3.75:1
for each Relevant Period ending after 31 October 2005 but on or prior to 31
October 2006; and


(iii)                  4.0:1
for each Relevant Period thereafter.


(b)                                     Debt Cover:  The ratio
of Consolidated Total Net Debt on each date set out in Column 1 below to EBITDA
in respect of any Relevant Period ending on such date shall not exceed the
ratio set out in Column 2 below opposite such date.


	
  Column 1

  Relevant Period

  	
   

  	
  Column 2

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 July 2004

  	
   

  	
  4.0:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 October 2004

  	
   

  	
  4.0:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 January 2005

  	
   

  	
  4.0:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 30 April 2005

  	
   

  	
  4.0:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 July 2005

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 October 2005

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 January 2006

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 30 April 2006

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 July 2006

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 October 2006

  	
   

  	
  3.75:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 January 2007

  	
   

  	
  3.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 30 April 2007

  	
   

  	
  3.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 July 2007

  	
   

  	
  3.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 31 October 2007

  	
   

  	
  3.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period expiring
  31 January 2008

  	
   

  	
  3.25:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Relevant Period
  expiring 30 April 2008

  	
   

  	
  3.25:1

  	
   

  



 



 71
 






 



 


	
  Column 1

  Relevant Period

  	
   

  	
  Column 2

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  All Relevant Periods thereafter

  	
   

  	
  3.0:1

  	
   

  



24.3                     Financial
testing


(a)                                      The
financial covenants set out in Clause 24.2 (Financial condition)
shall be tested by reference to each of the financial statements and/or each
Compliance Certificate delivered pursuant to Clause 23.2 (Compliance
Certificate).


(b)                                     For
the purpose of testing the ratios set out in paragraphs (a) and (b) of Clause
24.2 (Financial condition),
EBITDA in respect of each Relevant Period ending on 31 July 2004, 31 October
2004, 31 January 2005 and 30 April 2005 shall be increased by an amount equal
to the annualised synergies achieved in respect of the Hays IMS Acquisition
prior to 31 July 2004 (without double counting), as certified by RSM Robson
Rhodes and shown in:


(i)                        the
pro forma statement set out in the Due Diligence Report; and


(ii)                     the
updated pro forma statement delivered to the Facility Agent by RSM Robson
Rhodes after 31 July 2004 but in any event no later than the date of the first
Compliance Certificate delivered pursuant to Clause 23.2 (Compliance Certificate).


(c)                                      For
the purpose of testing the ratio set out in paragraph (b) of Clause 24.2 (Financial Condition), EBITDA shall also;


(i)                        in
the case of any business or company acquired (a “Relevant
Acquisition”) in accordance with the terms of this Agreement on a
date (the “Acquisition Date”) during a
Relevant Period, have added to it:


(A)                the
Parent’s good faith estimate (as certified to the Facility Agent by two
directors of the Parent together with reasonable supporting evidence and
calculations) of EBITDA of the company(ies) or business comprising the Relevant
Acquisition for the period from the start of that Relevant Period to the
Acquisition Date and for this purpose the definitions of EBIT and EBITDA in
Clause 24.1 (Financial definitions) shall be
applied, mutatis mutandis, to the company(ies) or
business comprising the Relevant Acquisition; and


(B)                  on
the four Quarter Dates, immediately following the Acquisition Date, an amount
equal to the annualised synergies achieved in respect of the Relevant
Acquisition (without double counting) as certified by an internationally
recognised firm of independent auditors;


(ii)                     in
the case of any businesses or company(ies) sold (a “Relevant
Disposal”) in accordance with this Agreement during a Relevant
Period, have deducted from it the Parent’s good faith estimate (as confirmed to



 72
 






 



the Facility
Agent by two directors of the Parent together with reasonable supporting
evidence and calculations) of EBITDA of the company(ies) or businesses
comprising the Relevant Disposal for the period from the start of that Relevant
Period to the date of such disposal and for this purpose the definitions of
EBIT and EBITDA in Clause 24.1 (Financial
definitions) shall be applied, mutatis
mutandis, to the company(ies) or business comprising the Relevant
Disposal.


25.                           GENERAL
UNDERTAKINGS


The undertakings in this Clause 25 remain in force
from the date of this Agreement for so long as any amount is outstanding under
the Finance Documents or any Commitment is in force.


25.1                     Authorisations


Each Obligor shall
promptly:


(a)                                      obtain,
comply with and do all that is necessary to maintain in full force and effect;
and


(b)                                     supply
certified copies to the Facility Agent of,


any Authorisation required under any law or regulation
of a Relevant Jurisdiction to:


(i)                        enable
it to perform its obligations under the Finance Documents; and


(ii)                     ensure
the legality, validity, enforceability or admissibility in evidence of any
Finance Document.


25.2                     Compliance
with laws


Each Obligor shall comply in all respects with all
laws to which it may be subject, if failure so to comply would, or could reasonably
be expected to have, a Material Adverse Effect.


25.3                     Environmental
compliance


Each Obligor shall (and the Parent shall ensure that
each Pledged Company shall):


(a)                                      comply
with all Environmental Law;


(b)                                     obtain
and maintain and ensure compliance with any Environmental Permits;


(c)                                      comply
with all other covenants, conditions, restrictions or agreements directly or
indirectly concerned with any contamination, pollution or waste or the release
or discharge of any toxic or hazardous substance in connection with any real
property which is or was at any time owned, leased or occupied by any Obligor
or Pledged Company or on which any Obligor or Pledged Company has conducted any
activity; and


(d)                                     take
all reasonable steps in anticipation of known or expected future changes to or
obligations under Environmental Law or Environmental Permits,



 73
 






 



where failure to do so could reasonably be expected to
have a Material Adverse Effect.


25.4                     Environmental claims


Each Obligor shall (through the Parent) inform the
Facility Agent in writing as soon as reasonably practicable upon becoming aware
of the same if any Environmental Claim has been commenced or (to the best of an
Obligor’s knowledge and belief) is threatened against any Obligor or Pledged
Company where the claim could reasonably be expected, if determined against
that Obligor or Pledged Company, to have a Material Adverse Effect.


25.5                     Taxation


Each Obligor shall (and the Parent shall ensure that
each Pledged Company shall) duly and punctually pay and discharge all Taxes
imposed upon it or its assets within the time period allowed without incurring
penalties unless and only to the extent that:


(a)                                      such
payment is being contested in good faith;


(b)                                     adequate
reserves are being maintained for those Taxes which have been disclosed in its
latest financial statements delivered to the Facility Agent under Clause 23.1 (Financial statements); and


(c)                                      such
payment can be lawfully withheld.


25.6                     Merger


No Obligor shall (and the Parent shall ensure that no
Pledged Company will) enter into any amalgamation, demerger, merger or
corporate reconstruction except pursuant to any acquisition or disposal
permitted by paragraph (b) of Clause 25.8 (Acquisitions)
or paragraph (b) of Clause 25.11 (Disposals).


25.7                     Change of
business


The Parent shall procure that no substantial change is
made to the general nature of the business of the Parent, the other Obligors or
the Group from that carried on at the date of this Agreement being the records
and information management business or activities related thereto (including
ownership of 100% of the issued share capital of limited liability companies
whose assets consist substantially of such assets).


25.8                     Acquisitions


(a)                                      No
Obligor shall (and the Parent shall ensure that no other member of the Group
(other than a Joint Venture Group Company) will) incorporate or acquire a
company or acquire (or acquire an interest in) shares or securities or a
business or undertaking.


(b)                                     Paragraph
(a) above shall not apply to:


(i)                        the
proposed share acquisition by the Parent of a European company codenamed “Project
Mont Blanc”;


(ii)                     an
acquisition of (A) all of the issued share capital of a limited liability
company or (B) any shares in a Joint Venture Group Company or (C) a business or
undertaking, but only if:



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(1)                    the consideration for the acquisition does not exceed
£10,000,000 and when aggregated with the consideration for all other
acquisitions which are not otherwise permitted by paragraph (i) above does not
exceed £20,000,000 in any financial year; or


(2)                    the consideration for the acquisition when aggregated
with the consideration for all other acquisitions which are not otherwise
permitted by the preceding paragraphs does not exceed £30,000,000 in any
financial year but only to the extent that all such acquisitions are fully
funded by a specific issue of equity shares or by Approved Subordinated Debt provided that


(i)
nothing contained in this Clause 25.8 shall prevent the Parent from (a)
completing the Architel acquisition, and if it is necessary that Iron Mountain
Incorporated finance the acquisition prior to this amendment, the Parent may
repay Iron Mountain Incorporated up to £7,000,000, upon approval of the
amendment, without regard to any other provision of this Agreement, and (b)
completing the Docu Guard acquisition; and


(ii)
for the financial year ending in January 2007 in calculating whether or not the
£20,000,000 and £30,000,000 limits have been exceeded, the consideration of all
acquisitions made prior to the date of this Amendment Agreement shall be
ignored.


(iii)                  an
acquisition by a member of the Group permitted pursuant to paragraphs
25.11(b)(viii) and 25.11(b)(ix) of Clause 25.11 (Disposals);


(iv)                 any
acquisition with the prior written consent of the Majority Lenders.


25.9                     Pari passu
ranking


(a)                                      Each
Obligor shall ensure that at all times any unsecured and unsubordinated claims
of a Finance Party held against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors except those creditors whose claims are mandatorily
preferred by laws of general application to companies.


(b)                                     Each
Obligor which is incorporated in Spain shall not raise to the status of a
Spanish Public Document any unsecured and unsubordinated indebtedness.


25.10               Negative pledge


Except as permitted
under paragraph (c) below:


(a)                                      No
Obligor shall (and the Parent shall ensure that no other member of the Group
will) create or permit to subsist any Security over any of its assets.



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(b)                                     No
Obligor shall (and the Parent shall ensure that no other member of the Group
will):


(i)                        sell,
transfer or otherwise dispose of any of its assets on terms whereby they are or
may be leased to or re-acquired by an Obligor or any other member of the Group;


(ii)                     sell,
transfer or otherwise dispose of any of its receivables on recourse terms;


(iii)                  enter
into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts;
or


(iv)                 enter
into any other preferential arrangement having a similar effect,


in circumstances where the arrangement or transaction
is entered into primarily as a method of raising Financial Indebtedness or of
financing the acquisition of an asset.


(c)                                      Paragraphs
(a) and (b) above do not apply to:


(i)                        Existing
Retained Security;


(ii)                     any
netting or set-off arrangement entered into by any member of the Group in the
ordinary course of its banking arrangements for the purpose of netting debit
and credit balances of members of the Group;


(iii)                  any
lien arising by operation of law in the ordinary course of trading which is
discharged within 90 days or is in respect of an amount less than £10,000;


(iv)                 any
retention of title, hire purchase or conditional sale arrangement or
arrangements having similar effect in respect of goods supplied to a member of
the Group in the ordinary course of trading and on the suppliers standard or
usual terms;


(v)                    any
sale, transfer or other disposal of any assets prohibited pursuant to paragraph
(b)(i) and (b)(ii) of this Clause 25.10 (Negative
Pledge) where an amount equal to the Disposal Proceeds thereof is
used in or towards making a prepayment and cancellation of the Facility under
Clause 11.9 (Mandatory prepayment on
receipt of Disposal Proceeds); and


(vi)                 the
Transaction Security.


25.11               Disposals


(a)                                      Except
as permitted under paragraph (b) below, no Obligor shall (and the Parent shall
ensure that no other member of the Group will) enter into a single transaction
or a series of transactions (whether related or not and whether



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voluntary or
involuntary) to sell, lease, transfer or otherwise dispose of any asset.


(b)                                     Paragraph
(a) above does not apply to any sale, lease, transfer or other disposal:


(i)                        of
assets made in the ordinary course of trading of the disposing entity;


(ii)                     of
assets on arms length terms for market value;


(iii)                  arising
as a result of any Security permitted under Clause 25.10 (Negative
pledge);


(iv)                 of
assets where the proceeds of disposal are used within 6 months of that disposal
to purchase assets utilised in the records management business;


(v)                    of
any asset (which is not the subject of Transaction Security) in exchange for
other assets comparable or superior as to type, value and quantity;


(vi)                 of
any surplus or obsolete assets not required for the efficient operation of the
business of the Group by any member of the Group;


(vii)              of
cash where such disposal is not otherwise prohibited by this Agreement; and


(viii)           of
any asset by a member of the Group (the “Disposing Company”)
to another member of the Group (the “Acquiring Company”),
provided that:


(A)                if
the Disposing Company is an Obligor, the Acquiring Company must also be an
Obligor;


(B)                  if
the Disposing Company had given (or intended to give) Security over the asset,
the Acquiring Company must give equivalent Security over that asset; and


(C)                  if
the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor
guaranteeing an amount no less than the amount guaranteed by the Disposing
Company;


(ix)                   of
any asset by a member of the Group which is not an Obligor to another member of
the Group which is not an Obligor.


25.12               Arm’s length basis


(a)                                      Except
as permitted by paragraph (b) below, no Obligor shall (and the Parent shall
ensure no member of the Group will) enter into any transaction with the Parent
or its shareholders except on arm’s length terms.



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(b)                                     The
following transactions shall not be a breach of this Clause 25.12:


(i)                        the
Mentmore Disposal; and


(ii)                     intra-Group
loans permitted under Clause 25.13 (Loans, credit or
guarantees).


25.13               Loans, credit or
guarantees


(a)                                      Except
as permitted under paragraph (b) below, no Obligor shall (and the Parent shall
ensure that no member of the Group will)


(i)                        make
any loans or grant any credit to or for the benefit of any person;


(ii)                     give
any guarantee or indemnity (except as required under any of the Finance
Documents); or


(iii)                  otherwise
voluntarily assume any liability, whether actual or contingent, in respect of
any obligation of any person.


(b)                                     Without
double counting, paragraph (a) above does not apply to:


(i)                        any
Subordinated Loans under the Subordinated Loan Agreement;


(ii)                     a
loan by an Obligor to an Obligor;


(iii)                  any
loan made by a member of the Group which is not an Obligor to an Obligor which
is a direct or indirect Holding Company of such member of the Group where such
loan is to fund obligations under the Finance Documents or working capital
requirements of that Obligor;


(iv)                 a
loan by a member of the Group which is not an Obligor to another member of the
Group which is not an Obligor;


(v)                    any
loan, grant of credit or guarantee granted to any customer of a member of the
Group in the ordinary course of trading and on arm’s length terms;


(vi)                 any
guarantee, bond, indemnity or counter-indemnity given by a member of the Group
in respect of the liabilities or obligations of another member of the Group
which would, if it were a loan by that member of the Group, be permitted under
paragraphs (ii) to (iv) (inclusive) and (vii) to (viii) (inclusive) of this
paragraph (b);


(vii)              any
loan by the Parent to a Joint Venture Group Company, the aggregate amount of
which does not exceed £10,000,000 in any financial year of the Parent but only
to the extent that the proceeds of any such loans are applied towards working
capital purposes and capital expenditure which, for the avoidance of doubt,
shall not include any acquisitions as contemplated by paragraph (a) of Clause
25.8(Acquisitions);



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(viii)           any
loan made by the Parent to any member of the Group or any Joint Venture Group
Company which is not a member of the Group provided that
such loan is provided by the Parent using the proceeds of Qualifying
Subordinated Loans; or


(ix)                   the
loan of euros 9,758,643 made by Document and Information Management Services
Limited to Iron Mountain Holdings (France) SNC.


25.14               Dividends


(a)                                      The
Parent shall not:


(i)                        declare,
make or pay any dividend, charge, fee or other distribution (or interest on any
unpaid dividend, fee or distribution) (whether in cash or in kind) on or in
respect of its share capital (or any class of its share capital);


(ii)                     repay
or distribute any dividend or share premium reserve;


(iii)                  pay
or allow any member of the Group to pay any management, advisory or other fee
to or to the order of any of the shareholders of the Parent unless such payment
is on arms length terms; or


(iv)                 redeem,
repurchase, defease, retire or repay any of its share capital or resolve to do
so,


save for any such distribution which the Parent is
obliged to pay in terms of its Articles of Association, as approved by the
Facility Agent.


25.15               Subordinated
Facilities


(a)                                      Except
as permitted under paragraph (b) below, no Obligor shall (and the Parent shall
ensure that no member of the Group will):


(i)                        pay,
prepay, defease, repay, redeem, purchase, exchange or enter into any sub-participation
arrangements in respect of any principal amount or amount representing
capitalised interest under the Subordinated Loans; or


(ii)                     pay
any interest or any other amounts payable in connection with the Subordinated
Loans or the Existing Retained Inter-company Facilities.


(b)                                     Paragraph
(a) shall not apply to a payment which:


(i)                        is
made when no Default has occurred and is continuing and no Default would occur
immediately after that payment is made; and


(ii)                     is
permitted by the Subordination Agreement.



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25.16               Financial
Indebtedness


(a)                                      Except
as permitted under paragraph (b) below, no Obligor shall (and the Parent shall
ensure that no member of the Group will) incur or allow to remain outstanding
any Financial Indebtedness.


(b)                                     Paragraph
(a) above does not apply to Financial Indebtedness which is:


(i)                        monies
borrowed or guarantees or indemnities or counter - indemnities given under the
Finance Documents or subject to paragraph (vi) below, Financial Indebtedness
under the Ancillary Documents;


(ii)                     monies
borrowed under the Subordinated Loan Agreement;


(iii)                  monies
borrowed under a loan from another member of the Group which is permitted under
Clause 25.13 (Loans, credit or guarantees);


(iv)                 monies
borrowed by a Joint Venture Group Company under a loan from its shareholder
which is not a member of the Group;


(v)                    a
guarantee in respect of Financial Indebtedness of another member of the Group
which is permitted under paragraph25.13(b)(vi) of Clause 25.13 (Loans, credit or guarantees) or any other guarantee, indemnity
or counter-indemnity by a member of the Group which is permitted under
paragraph 25.13(b)(v) of Clause 25.13 (Loans,
credit or guarantees);


(vi)                 Financial
Indebtedness incurred under the Ancillary Documents provided
that the aggregate amount of Ancillary Outstandings does not at any
time exceed £10,000,000 (or its equivalent in other currencies);


(vii)              Financial
Indebtedness incurred under any finance lease, hire purchase or conditional
sale agreements or arrangements which do not at any time exceed £10,000,000 in
aggregate;


(viii)           indebtedness
in respect of any derivative transaction which is a Hedging Agreement;


(ix)                   a
guarantee or indemnity entered into by a member of the Group in favour of a
bank in the ordinary course of its banking arrangements for the purpose of
netting debit and credit balances of members of the Group;


(x)                      any
liability incurred in connection with the requirement of any member of the
Group to pay local municipal or local or governmental authority or its
equivalent thereof charges or such charges designated as such by the Parent or
any member of the Group, where any payment thereof is deferred for a period of
more than 90 days;


(xi)                   the Existing Retained Facilities to
the extent of the commitments under such Existing Retained Facilities at the
date of this Agreement; or



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(xii)                interest
accrued but unpaid under the Existing Retained Inter-company Facilities provided that the aggregate amount of such interest does not
at any time exceed £18,400,000;


(xiii)             Financial
Indebtedness incurred in respect of the Existing Deferred Consideration; or


(xiv)            any
Financial Indebtedness incurred by Overseas Subsidiaries, the aggregate amount
of which does not at any time exceed €25,000,000 (or its equivalent in other
currencies).


25.17               Insurance


Each Obligor shall (and
the Parent shall ensure that each member of the Group will):


(a)                                      maintain
insurances on and in relation to its business and assets against fire and such
other risks to the extent as is usual for companies carrying on the same or
substantially similar business and reasonably satisfactory to the Facility
Agent;


(b)                                     ensure
that all insurances must be with reputable independent insurance companies or
underwriters;


(c)                                      ensure
that the interest of the Security Trustee (on behalf of the Secured Parties) is
noted on any policy of insurance;


(d)                                     promptly
pay all premiums and do all such other things within its power required to keep
each insurance in full force and effect and not liable to be avoided or to have
any claim thereunder refused; and


(e)                                      promptly
and when requested by the Facility Agent supply to or make available to the
Facility Agent copies of all such policies of insurance.


25.18               Guarantor Group and Security Coverage


(a)                                      The
Parent shall ensure that at all times after the date of this Agreement:


(i)                        the
aggregate of the unconsolidated earnings before interest, tax, depreciation and
amortisation calculated on the same basis as EBITDA (as defined in Clause 24 (Financial Covenants)) of each of the
Guarantors (but ignoring losses before interest and tax of any Guarantor) and
the aggregate gross assets and turnover (without double counting) of the
Guarantors represents not less than (as appropriate) 75% in respect of each
Relevant Period ending on or prior to 31 October 2005, and 65% in respect of
each Relevant Period ending thereafter, of EBITDA (as defined in Clause 24 (Financial Covenants)) consolidated gross
assets and consolidated turnover of the Group; and


(ii)                     the
aggregate of the unconsolidated or, in the case of Pledged Companies,
consolidated earnings before interest, tax, depreciation and amortisation
calculated on the same basis as EBITDA (as defined in 



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Clause 24.1 (Financial definitions)) of each of the Guarantors
and Pledged Companies (but ignoring losses before interest and tax of any
Guarantor) and the aggregate gross assets and turnover (without double counting
and consolidated in respect of a Pledged Company of the Guarantors and Pledged
Companies represents not less than (as appropriate) 90% in respect of each
Relevant Period ending on or prior to 31 October 2005, 85% in respect each
Relevant Period ending after 31 October 2005 but on or prior to 31 October
2006, and 80% in respect of each Relevant Period ending thereafter, of the
EBITDA (as defined in Clause 24.1 (Financial
definitions)) consolidated gross assets and consolidated turnover of
the Group.


25.19               Security


Each Obligor shall:


(a)                                      take
whatever steps and execute whatever documents the Facility Agent may reasonable
require in order to give effect to the Transaction Security Documents; and


(b)                                     grant
such further security in favour of the Security Trustee as may be required by
the Security Trustee, acting on the instructions of the Majority Lenders, from
time to time and all such further security will secure the obligations of each
Borrower under the Finance Documents.


25.20               Ancillary
Facilities


(a)                                      Each
Lender which is an Ancillary Lender agrees that:


(i)                        until
service of a notice by the Facility Agent under Clause 26.15 (Acceleration), that Ancillary Lender will
not, unless the Facility Agent (acting on the instructions of the Majority
Creditors) otherwise agrees:


(A)                exercise
any right it might otherwise have pursuant to the Ancillary Facilities provided
by it to cancel or otherwise terminate those Ancillary Facilities; or


(B)                  demand
repayment of or otherwise take any enforcement action in respect of the
Ancillary Facilities provided by it (or require the Facility Agent or Security
Agent or any other person to exercise any enforcement rights under the Finance
Documents in respect of amounts owing under the Ancillary Facilities provided
by it);


(ii)                     it
will, promptly after service of a notice by the Facility Agent under Clause
26.15 (Acceleration), exercise
any and all rights it may have to cancel the Ancillary Facilities provided by
it and demand payment of all amounts outstanding in respect of the Ancillary
Facilities provided by it, unless the Facility Agent (acting on the
instructions of the Majority Creditors) otherwise agrees or requires.



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(b)                                     The
provisions of this Clause 25.21 shall cease to apply after the Utilisations
have been prepaid or repaid in full and the Lenders are under no obligation to
participate in any further Utilisations.


25.21               Hedging
Arrangements


(a)                                      The
Parent shall procure that, within 45 days of the date of this Agreement, a
Borrower or Borrowers acceptable to the Facility Agent enter into hedging
agreements with a Lender or Lenders implementing the hedging strategy set out
in the Hedging Strategy Letter.


(b)                                     Each
Borrower will ensure, and each Hedging Bank agrees, that:


(i)                        any
Hedging Agreement to which it is at any time party will be in the form of the
ISDA 1992 Master Agreement and will provide for the “Second Method” (that is,
two way payments) in the event of a termination of any hedging transaction
entered into under such Hedging Agreement whether upon a Termination Event or
an Event of Default (as defined therein);


(ii)                     if,
on termination of any hedging transaction under any Hedging Agreement to which
any Borrower is a party, a settlement amount or other amount falls due from a
Hedging Bank to any Borrower then, if any of the Transaction Security has
become enforceable, that amount shall be paid by such Hedging Bank to the
Security Trustee and treated as proceeds of enforcement of the Transaction
Security for application in the order prescribed by Clause 35.1 (Order of Application);


(iii)                  each
Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered
to the Facility Agent as soon as reasonably practicable after it has been
entered into;


(iv)                 the
Hedging Agreements to which they are party will not (unless the Majority
Lenders have otherwise consented in writing) be amended, varied or supplemented
in a manner which would result in:


(A)                any
payment under any such Hedging Agreement being required to be made by a
Borrower earlier than the date originally provided for in the relevant Hedging
Agreement; or


(B)                  any
Borrower becoming liable to make an additional payment (or increase an existing
payment) under any such Hedging Agreement which liability does not arise from
the original provisions of that Hedging Agreement,


if, in either case that would be inconsistent with the
Hedging Strategy Letter or the requirements of this Clause 25.21.


(c)                                      Each
Lender which is a Hedging Bank undertakes that it will not (unless the Majority
Creditors have otherwise consented in writing) demand (other than



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as may be
necessary in order to exercise any right to terminate or close out any hedging
transaction as provided in and permitted under paragraph (d) below) payment,
prepayment or repayment of, or any distribution in respect of, or on account
of, any of the obligations of the relevant Borrower to it under any Hedging Agreement
to which it is party in cash or in kind except:


(i)                        for
scheduled payments arising under the original terms of any Hedging Agreement to
which it is party (without regard to any amendments made after the date of such
Hedging Agreement prohibited by paragraph (b)(iii)) of this Clause 25.21);
and/or


(ii)                     for
the proceeds of enforcement of the Transaction Security Documents received and
applied in the order permitted by Clause 35.1 (Order
of Application); and/or


(iii)                  payments
due under any Hedging Agreement to which it is a party which has been
terminated or closed-out by the relevant Borrower.


(d)                                     Each
Lender which is a Hedging Bank undertakes that it will not (unless the Majority
Creditors have otherwise consented in writing) exercise any right to terminate
or close out any hedging transaction under any Hedging Agreements to which it
is party prior to its stated maturity (whether by reason of the Borrower
counterparty becoming a Defaulting Party or Affected Party thereunder (and as
defined therein) or otherwise) unless:


(i)                        such
Borrower has defaulted on a payment due under such Hedging Agreement, after
allowing for any required notice and any applicable days of grace, and such
default continues for more than 21 days after notice of such default being given
to the Facility Agent; or


(ii)                     an
Illegality or a Tax Event (each as defined in the ISDA 1992 Master Agreement)
has occurred; or


(iii)                  the
Facility Agent has served a notice under Clause 26.15 (Acceleration); or


(iv)                 all
Utilisations have been prepaid or repaid in full and the Lenders are no longer
under any obligation to participate in further Utilisations; or


(v)                    there
is a prepayment of the Term Facility pursuant to Clause 11 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right
to terminate or close out that element of the hedging transaction (if any)
which corresponds to the amount so prepaid; or


(vi)                 the
parties to the Hedging Agreement have voluntarily agreed to close out any
hedging transaction in that Hedging Agreement and the relevant Borrower has
demonstrated to the Facility Agent that it will be in compliance with the terms
of the Hedging Strategy Letter.



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(e)                                      Each
Lender which is a Hedging Bank will, promptly after the Facility Agent has
served a notice under Clause 26.15 (Acceleration),
exercise any and all rights it may have to terminate the hedging transactions
under each Hedging Agreement to which it is party, unless the Facility Agent
(acting on the instructions of the Majority Creditors) otherwise agrees or
requires.


(f)                                        Each
Lender which is a Hedging Bank agrees that (unless the Majority Creditors have
otherwise agreed in writing) it will not enforce any Transaction Security or
require any other person to enforce the same in respect of amounts owing under
any Hedging Agreement to which it is party.


25.22               Joint Ventures


The Parent shall ensure that at all times the
aggregate EBITDA of the Joint Venture Group Companies, the aggregate gross
assets and aggregate turnover of the Joint Venture Group Companies represents
not more than 5 per cent. in respect of each Relevant Period ending on or prior
to 31 October 2005, 7.5 per cent. in respect of each Relevant Period ending
after 31 October 2005 but on or prior to 31 October 2007, and 10% in respect of
each Relevant Period ending thereafter, of EBITDA, consolidated gross assets
and consolidated turnover of the Group provided that the EBITDA, gross assets
and turnover of any Joint Venture Group Company shall be the proportion of
EBITDA, gross assets and turnover which the Parent’s (direct or indirect)
shareholding in such Joint Venture Group Company bears to the entire issued
share capital of that Joint Venture Group Company and for this purpose the
definitions of EBIT and EBITDA in Clause 24.1 (Financial definitions) shall be applied, mutatis mutandis, to each Joint Venture
Group Company.


25.23               Conditions
Subsequent


The Parent shall procure that:


(a)                                      within
12 months after the date of this Agreement (such date being the “Conditions Subsequent Longstop Date”) there are obtained
landlords’ consents to the assignment and transfer of such number of the Hays’
Leases as will ensure that there could not reasonably be expected to be likely
to be a Material Adverse Effect by reason of the remainder of such consents in
respect of the Hays’ Leases not having been obtained by such date;


(b)                                     within
1 month after the date of this Agreement, the share certificate in respect of
Iron Mountain Ireland (Holdings) Limited is delivered to the Facility Agent by
Iron Mountain Holdings (Europe) Limted;


(c)                                      within
1 month after the date of this Agreement, Iron Mountain Nederland B.V. shall
have entered into the Transaction Security Documents in favour of the Security
Trustee for the benefit of the Secured Parties over all the assets, business
and undertaking acquired by it in connection with the Eurostorage Acquisition
which are required by the Facility Agent;


(d)                                     within
10 Business Days after the date of this Agreement:



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(i)                        the
ICC Charges are discharged and released: and


(ii)                     Iron
Mountain Ireland Limited shall have entered into the Transaction Security
Documents in favour of the Security Trustee for the benefit of the Secured
Parties which are required by the Facility Agent;


(e)                                      within
1 month after the date of this Agreement:


(i)                        the
ABN Charges are discharged and released; and


(ii)                     Iron
Mountain Nederland B.V. shall have entered into the Transaction Security
Documents in favour of the Security Trustee for the benefit of the Secured
Parties over the assets comprising the charged property under the ABN Charges
which are required by the Facility Agent; and


(f)                                        within
10 Business Days after the date of this Agreement, each of the ABN Pledges and
the Fortis Pledge are discharged and released.


26.                           EVENTS
OF DEFAULT


Each of the events or circumstances set out in Clause
26 is an Event of Default.


26.1                     Non-payment


An Obligor does not pay
on the due date any amount payable pursuant to a Finance Document at the place
at and in the currency in which it is expressed to be payable unless:


(a)                                      its
failure to pay is caused by administrative or technical error; and


(b)                                     payment
is made within two Business Days of its due date.


26.2                     Breach of
financial covenants


Any requirement of Clause 24 (Financial
covenants) is not satisfied.


26.3                     Other
obligations


(a)                                      An
Obligor does not comply with any provision of the Finance Documents (other than
those referred to in Clause 26.1 (Non-payment)
and Clause 26.2 (Breach of financial covenants)).


(b)                                     No
Event of Default under paragraph (a) above in relation to Clause 23 (Information Undertakings) or Clause 25 (General Undertakings) (excluding Clause
25.9 (Pari Passu Ranking), Clause
25.10 (Negative Pledge), Clause
25.11 (Disposals), Clause 25.14 (Dividends) and Clause 25.15 (Subordinated Facilities)) and will occur
if the failure to comply is capable of remedy and is remedied within:


(i)                        in
relation to Clause 23.1 (Financial
Statements), 23.2 (Compliance
Certificate), paragraph (a) of Clause 23.6 (Information: 
miscellaneous) and paragraph (b) of Clause 25.1 (Authorisations), 5 Business Days;


(ii)                     or
otherwise, 20 Business Days,



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of the earlier of the Facility Agent giving notice to
the Parent or relevant Obligor or the Parent or an Obligor becoming aware of
the failure to comply.


26.4                     Misrepresentation


Any representation or statement made or deemed to be
made by an Obligor in the Finance Documents or in any other document delivered
by or on behalf of any Obligor under or in connection with any Finance Document
is or proves to have been incorrect or misleading in any material respect when
made or deemed to be made.


26.5                     Cross default


(a)                                      Any
Financial Indebtedness of any member of the Group (other than a Joint Venture
Group Company) is not paid when due nor within any originally applicable grace
period and in respect of any on demand Financial Indebtedness is not paid
within five Business Days after such demand.


(b)                                     Any
Financial Indebtedness of any member of the Group (other than a Joint Venture
Group Company) is declared to be or otherwise becomes due and payable prior to
its specified maturity as a result of an event of default (however described).


(c)                                      Any
commitment for any Financial Indebtedness of any member of the Group (other
than a Joint Venture Group Company) is cancelled or suspended by a creditor of
any member of the Group (other than a Joint Venture Group Company) as a result
of an event of default (however described).


(d)                                     Any
creditor of any member of the Group (other than a Joint Venture Group Company)
becomes entitled to declare any Financial Indebtedness of any member of the
Group (other than a Joint Venture Group Company) due and payable prior to its
specified maturity as a result of an event of default (however described).


(e)                                      No
Event of Default will occur under this Clause 26.5 if the aggregate amount of
Financial Indebtedness or commitment for Financial Indebtedness falling within
paragraphs (a) to (d) above is less than £2,500,000 (or its equivalent in any
other currency).


26.6                     Insolvency


(a)                                      A
member of the Group (other than a Joint Venture Group Company) is unable or
admits inability to pay its debts as they fall due or is deemed to or declared
to be unable to pay its debts under applicable law (but, in the case of deemed
inability to pay debts under Section 123(1)(a) of the Insolvency Act, this
clause shall be construed as if the figure of £750 was replaced with
£1,000,000), suspends making payments on any of its debts or, by reason of
actual or anticipated financial difficulties, commences negotiations with one
or more of its creditors with a view to rescheduling any of its indebtedness.



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(b)                                     The
value of the assets of any member of the Group (other than a Joint Venture
Group Company) is less than its liabilities (taking into account contingent and
prospective liabilities).


(c)                                      A
moratorium is declared in respect of any indebtedness of any member of the
Group (other than a Joint Venture Group Company).


26.7                     Insolvency
proceedings


(a)                                      Any
corporate action, legal proceedings or other procedure or step is taken in
relation to:


(i)                        the
suspension of payments, bankruptcy, a moratorium of any indebtedness,
winding-up, dissolution, administration, examination or reorganisation (by way
of voluntary arrangement, scheme of arrangement or otherwise) of any member of
the Group (other than a Joint Venture Group Company) other than a solvent
liquidation or reorganisation of any member of the Group which is not an
Obligor;


(ii)                     a
composition, assignment or arrangement with any creditor of any member of the
Group (other than a Joint Venture Group Company);


(iii)                  the
appointment of a provisional liquidator, a liquidator (other than in respect of
a solvent liquidation of a member of the Group which is not an Obligor),
receiver, receiver or manager, administrative receiver, administrator,
examiner, compulsory or interim manager or other similar officer in respect of
any member of the Group (other than a Joint Venture Group Company) or any of
its assets; or


(iv)                 enforcement
of any Security over any assets valued at more than £500,000 (or its equivalent
in any other currency or currencies) of any member of the Group (other than a
Joint Venture Group Company),


or any analogous procedure or step is taken in any
jurisdiction.


(b)                                     Paragraph
(a) shall not apply to:


(i)                        any
procedure or step in relation to a Dormant Subsidiary; or


(ii)                     any
winding-up petition which is frivolous or vexatious or which is being contested
in good faith and is discharged,  stayed
or dismissed within 28 days of commencement.


26.8                     Creditors’
process


Any expropriation, attachment, sequestration, distress
or execution or any analogous process in any jurisdiction affects any asset or
assets of a member of the Group (other than a Joint Venture Group Company)
valued at more than £500,000 (or its equivalent in any other currency or
currencies) and is not discharged within 7 days.



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26.9                     Unlawfulness
and invalidity


(a)                                      It
is or becomes unlawful for an Obligor to perform any of its material
obligations under the Finance Documents or any Transaction Security created or
expressed to be created or evidenced by the Transaction Security Documents
ceases to be effective or subordination created under the Subordination
Agreement is or becomes unlawful.


(b)                                     Any
obligation or obligations of any Obligor under any Finance Documents are not or
cease to be legal, valid, binding or enforceable and the cessation individually
or cumulatively materially and adversely effects the interests of the Lenders
under the Finance Documents.


(c)                                      Any
Finance Document ceases to be in full force and effect or any Transaction
Security or subordination created under the Subordination Agreement ceases to
be legal, valid, binding, enforceable or effective or the subordination created
thereunder is alleged by a party to it (other than a Finance Party) to be
ineffective.


26.10               Subordination
Agreement


(a)                                      Any
party to the Subordination Agreement (other than a Finance Party or an Obligor)
fails to comply with the provisions of, or does not perform its obligations
under, the Subordination Agreement; or


(b)                                     a
representation or warranty given by that party in the Subordination Agreement
is incorrect in any material respect,


and, if the non-compliance or circumstances giving
rise to the misrepresentation are capable of remedy, it is not remedied within
7 days of the earlier of the Facility Agent giving notice to that party or that
party becoming aware of the non-compliance or misrepresentation.


26.11               Repudiation


An Obligor (or any other relevant party) repudiates a
Finance Document or any of the Transaction Security or evidences in writing an
intention to repudiate a Finance Document or any Transaction Security.


26.12               Cessation of
business


An Obligor ceases, or threatens or proposes to cease,
to carry on all or a substantial part of its business, except:


(a)                                      in
consequence of any reorganisation, reconstruction or amalgamation permitted
under this Agreement; or


(b)                                     as
may result from any disposal of assets or wind-down of business activities not
otherwise prohibited by the terms of this Agreement; or


(c)                                      as
previously approved in writing by the Majority Lenders.



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26.13               Change of ownership


An Obligor (other than the Parent) ceases to be a
wholly-owned Subsidiary of the Parent other than with the permission of the
Facility Agent, acting on the instructions of the Majority Lenders.


26.14               Material adverse
change


Any event or circumstance occurs which the Majority
Lenders reasonably believe might have a Material Adverse Effect.


26.15               Acceleration


On and at any time after
the occurrence of an Event of Default which is continuing the Facility Agent
may, and shall if so directed by the Majority Lenders, by notice to the Parent:


(a)                                      cancel
the Total Commitments whereupon they shall immediately be cancelled and any
fees payable under the Finance Documents in connection with those Commitments
shall be immediately due and payable;


(b)                                     declare
that all or part of the Utilisations, together with accrued interest, and all
other amounts accrued or outstanding under the Finance Documents be immediately
due and payable, whereupon they shall become immediately due and payable;


(c)                                      declare
that all or part of the Utilisations be payable on demand, whereupon they shall
immediately become payable on demand by the Facility Agent on the instructions
of the Lenders;


(d)                                     declare
that cash cover in respect of each Letter of Credit is immediately due and
payable at which time it shall become immediately due and payable;


(e)                                      declare
that cash cover in respect of each Letter of Credit is payable on demand at
which time it shall immediately become due and payable on demand by the
Facility Agent on the instructions of the Majority Lenders;


(f)                                        exercise or
direct the Security Trustee to exercise any or all of its rights, remedies,
powers or discretions under the Finance Documents provided
that the Facility Agent is not obliged to direct the Security
Trustee to take any enforcement action in relation to the Transaction Security
unless the Majority Creditors have so directed the Facility Agent.



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SECTION 9


CHANGES
TO PARTIES


27.                           CHANGES
TO THE LENDERS


27.1                     Assignments
and transfers by the Lenders


Subject to this Clause 27, a Lender (the “Existing Lender”) may:


(a)                                      assign
any of its rights and benefits; or


(b)                                     transfer
by novation any of its rights, benefits and obligations,


to another bank or financial institution (the “New Lender”).


27.2                     Conditions of
assignment or transfer


(a)                                      The
consent of the Parent is required for an assignment or transfer by an Existing
Lender, unless an Event of Default has occurred and is continuing or unless the
assignment or transfer is to another Lender or an Affiliate of a Lender.


(b)                                     The
consent of the Parent to an assignment or transfer must not be unreasonably
withheld or delayed.  The Parent will be
deemed to have given its consent ten Business Days after the Existing Lender
has requested it unless consent is expressly refused by the Parent within that
time.


(c)                                      The
consent of the Parent to an assignment or transfer must not be withheld solely
because the assignment or transfer may result in an increase to the Mandatory
Cost.


(d)                                     An
assignment will only be effective on:


(i)                        receipt
by the Facility Agent of a written confirmation from the New Lender (in form
and substance satisfactory to the Facility Agent) that the New Lender will
assume the same obligations to the other Finance Parties and the other Secured
Parties as it would have been under if it was an Original Lender; and


(ii)                     performance
by the Facility Agent of all “know your customer” or other checks relating to
any person that it is required to carry out in relation to such assignment to a
New Lender, the completion of which the Facility Agent shall promptly notify to
the Existing Lender and the New Lender.


(e)                                      A
transfer will only be effective on receipt by the Facility Agent if the
procedure set out in Clause 27.5 (Procedure for transfer)
is complied with.


(f)                                        Any
assignment or transfer of part of its Commitment shall be in a minimum amount
of £5,000,000.



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(g)                                     If:


(i)                        a
Lender assigns or transfers any of its rights, benefits or obligations under
the Finance Documents or changes its Facility Office; and


(ii)                     as
a result of circumstances existing at the date the assignment, transfer or
change occurs, an Obligor would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under Clause 16 (Tax gross-up and indemnities) or Clause 17 (Increased costs),


then the New Lender or Lender acting through its new
Facility Office is only entitled to receive payment under those Clauses to the
same extent as the Existing Lender or Lender acting through its previous
Facility Office would have been if the assignment, transfer or change had not
occurred.


27.3                     Assignment or transfer fee


The New Lender shall, on the date upon which an
assignment or transfer takes effect, pay to the Facility Agent (for its own
account) a fee of £1,000.


27.4                     Limitation of
responsibility of Existing Lenders


(a)                                      Unless
expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:


(i)                        the
legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents, the Transaction Security or any other documents;


(ii)                     the
financial condition of any Obligor;


(iii)                  the
performance and observance by any Obligor or any other member of the Group of
its obligations under the Finance Documents or any other documents; or


(iv)                 the
accuracy of any statements (whether written or oral) made in or in connection
with any Finance Document or any other document,


and any representations or warranties implied by law
are excluded.


(b)                                     Each
New Lender confirms to the Existing Lender, the other Finance Parties and the
Secured Parties that it:


(i)                        has
made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of each Obligor and its
related entities in connection with its participation in this Agreement and has
not relied exclusively on any information provided to it by the Existing Lender
or any other Finance Party in connection with any Finance Document or the
Transaction Security; and



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(ii)                     will
continue to make its own independent appraisal of the creditworthiness of each
Obligor and its related entities whilst any amount is or may be outstanding
under the Finance Documents or any Commitment is in force.


(c)                                      Nothing
in any Finance Document obliges an Existing Lender to:


(i)                        accept
a re-transfer from a New Lender of any of the rights and obligations assigned
or transferred under this Clause 27; or


(ii)                     support
any losses directly or indirectly incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under the Finance Documents
or otherwise.


27.5                     Procedure for
transfer


(a)                                      Subject
to the conditions set out in Clause 27.2 (Conditions of assignment
or transfer) a transfer is effected in accordance with paragraph (b)
below when the Facility Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to
paragraph (b) below, as soon as reasonably practicable after receipt by it of a
duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this
Agreement, execute that Transfer Certificate.


(b)                                     The
Facility Agent shall only be obliged to execute a Transfer Certificate
delivered to it by the Existing Lender and the New Lender upon its completion
of all “know your customer” or other checks relating to any person that it is
required to carry out in relation to the transfer to such New Lender.


(c)                                      On
the Transfer Date:


(i)                        to
the extent that in the Transfer Certificate the Existing Lender seeks to
transfer by novation its rights, benefits and obligations under the Finance
Documents and in respect of the Transaction Security each of the Obligors and
other members of the Group party to any Finance Document or the Transaction
Security and the Existing Lender shall be released from further obligations
towards one another under the Finance Documents and in respect of the
Transaction Security and their respective rights against one another under the
Finance Documents and in respect of the Transaction Security shall be cancelled
(being the “Discharged Rights and Obligations”);


(ii)                     each
of the Obligors and other members of the Group party to any Finance Document
and the New Lender shall assume obligations towards one another and/or acquire
rights and benefits against one another which differ from the Discharged Rights
and Obligations only insofar as that Obligor or other member of the Group and
the New



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Lender have
assumed and/or acquired the same in place of that Obligor and the Existing
Lender;


(iii)                  the
Facility Agent, the Arranger, the Security Trustee, the New Lender, the other
Lenders, the Issuing Bank, any Hedge Bank and any relevant Ancillary Lender
shall acquire the same rights and assume the same obligations between
themselves and in respect of the Transaction Security as they would have acquired
and assumed had the New Lender been an Original Lender with the rights, and/or
obligations acquired or assumed by it as a result of the transfer and to that
extent the Facility Agent, the Arranger, the Security Trustee, the Issuing
Bank, any Hedge Bank and any relevant Ancillary Lender and the Existing Lender
shall each be released from further obligations to each other under this
Agreement; and


(iv)                 the
New Lender shall become a Party as a “Lender”.


27.6                     Copy of
Transfer Certificate to Parent


The Facility Agent shall, as soon as reasonably
practicable after it has executed a Transfer Certificate, send to the Parent a
copy of that Transfer Certificate.


27.7                     Disclosure of
information


(a)                                      Any
Lender may disclose to any of its Affiliates and any other person:


(i)                        to
(or through) whom that Lender assigns or transfers (or may potentially assign
or transfer) all or any of its rights and obligations under the Finance
Documents;


(ii)                     with
(or through) whom that Lender enters into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments
are to be made by reference to, the Finance Documents or any Obligor; or


(iii)                  to
whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation; and


(b)                                     any
Finance Party may disclose to a rating agency,


any information about any Obligor, the Group and the
Finance Documents as that Lender shall consider appropriate, if, in relation to
paragraphs (a)(i) and (ii) and (b) above, the person to whom the information is
to be given has entered into a Confidentiality Undertaking.


27.8                     Affiliates of
Lenders as Hedge Banks


(a)                                      An
Affiliate of a Lender which becomes a Hedge Bank shall accede to this Agreement
by delivery to the Facility Agent of a duly completed Accession Letter.



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(b)                                     Where
this Agreement or any other Finance Document imposes an obligation on a Hedge
Bank and the relevant Hedge Bank is an Affiliate of a Lender and is not a party
to that document, the relevant Lender shall ensure that the obligation is
performed by its Affiliate.


28.                           CHANGES
TO THE OBLIGORS


28.1                     Assignment
and Transfers by Obligors


No Obligor may assign any of its rights or transfer
any of its rights or obligations under the Finance Documents.


28.2                     Additional
Borrowers


(a)                                      Subject
to compliance with the provisions of paragraphs (c) and (d) of Clause 23.8 (“Know your customer” checks) the Parent
may request that any of its wholly owned Subsidiaries which is not a Dormant
Subsidiary becomes an Additional Borrower. 
That Subsidiary shall become an Additional Borrower if:


(i)                        all
the Lenders approve the addition of that Subsidiary other than a wholly-owned
Subsidiary incorporated in England and Wales, or Scotland;


(ii)                     the
Parent delivers to the Facility Agent a duly completed and executed Accession
Letter;


(iii)                  the
Parent confirms that no Default is continuing or would occur as a result of
that Subsidiary becoming an Additional Borrower; and


(iv)                 the
Facility Agent has received all of the documents and other evidence listed in
Part II (Conditions Precedent Required to be Delivered by an
Additional Obligor) and, if applicable, Part III (Transaction Security Documents and Security Related Documents to be
delivered by Additional Obligors) of Schedule 2 (Conditions Precedent) in relation to that
Additional Borrower, each in form and substance satisfactory to the Facility
Agent.


(b)                                     The
Facility Agent shall notify the Parent and the Lenders promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all
the documents and other evidence listed in Part II (Conditions
Precedent Required to be Delivered by an Additional Obligor) and, if
applicable, Part III (Transaction Security
Documents and Security Related Documents to be delivered by Additional Obligors)
of Schedule 2 (Conditions Precedent).


28.3                     Additional
Guarantors


(a)                                      Subject
to compliance with the provisions of paragraphs (c) and (d) of Clause 23.8 (“Know your customer” checks) the Parent
may request that any wholly owned Subsidiaries become an Additional Guarantor.



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(b)                                     The
Parent shall ensure that any member of the Group which is a Material Company
shall, as soon as possible after becoming a Material Company become an
Additional Guarantor and shall accede to the Subordination Agreement unless
legal counsel to the Facility Agent has confirmed there is a provision of law
prohibiting such member of the Group becoming an Additional Guarantor and there
are no applicable exemptions or exceptions to that prohibition which would
permit such member to become an Additional Guarantor.  The Parent shall procure that the Group uses
reasonable endeavours to overcome that prohibition.


(c)                                      If
required by the Agent (and to the extent permitted under applicable law), each
entity which is to become an Additional Guarantor shall enter into Transaction
Security Documents in favour of the Security Trustee for the benefit of the
Secured Parties (or, if applicable, directly in favour of the Secured Parties)
over all its assets, business and undertaking as Security for all indebtedness
under the Finance Documents, such Security to provide (to the extent
permissible and practicable under applicable law) equivalent security over such
assets, business and undertaking (together “Relevant
Assets”) as granted to the Security Trustee (or, as applicable, the
Secured Parties) by members of the Group with similar Relevant Assets
incorporated in the same jurisdiction as such Additional Guarantor and, if such
Additional Guarantor is incorporated in a jurisdiction in which no other member
of the Group incorporated in that jurisdiction with similar Relevant Assets has
granted Security, the Transaction Security Documents shall be in such form and
substance as may be required by the Facility Agent (having due regard to the
practicality and costs involved in taking any such Security).


(d)                                     In
addition, in order to maintain the requirements of Clause 25.18 (Guarantor Group and Security Coverage) the
Parent may request that any of its Subsidiaries which is not a Material Company
becomes an Additional Guarantor.


(e)                                      A
member of the Group shall become an Additional Guarantor if:


(i)                        the
Parent delivers to the Facility Agent a duly completed and executed Accession
Letter; and


(ii)                     the
Facility Agent has received all of the documents and other evidence listed in
Part II (Conditions Precedent Required to be Delivered by an
Additional Obligor) and, if applicable, Part III (Transaction Security Documents and Security Related Documents to be
delivered by Additional Obligors) of Schedule 2 (Conditions Precedent) in relation to that Additional
Guarantor, each in form and substance satisfactory to the Facility Agent.


(f)                                        The
Facility Agent shall notify the Parent and the Lenders promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all



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the documents
and other evidence listed in Part II (Conditions Precedent
Required to be Delivered by an Additional Obligor) and, if
applicable, Part III (Transaction Security
Documents and Security Related Documents to be delivered by Additional Obligors)
of Schedule 2 (Conditions Precedent).


(g)                                     The
Facility Agent may (but shall not be obliged to) agree a limit on the amount of
the liability of the potential Additional Guarantor or other changes to the
Finance Documents which in the opinion of the Facility Agent, based on the
advice of its legal counsel, are necessary to overcome a prohibition referred
to in paragraph (c) above or a risk that a guarantee by the potential
Additional Guarantor will not be legal, valid, binding, enforceable and
effective.  The cost of the advice of
legal counsel obtained pursuant to this paragraph (f) shall be for the account
of the Parent.


28.4                     Repetition of
Representations


Delivery of an Accession Letter constitutes
confirmation by the relevant Subsidiary that the representations and warranties
referred to in Clause 22 (Representations)
are true and correct in relation to it as at the date of delivery as if made by
reference to the facts and circumstances then existing.



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SECTION 10


THE
FINANCE PARTIES


29.                           ROLE
OF THE FACILITY AGENT, THE ARRANGER, the issuing bank AND OTHERS


29.1                     Appointment
of the Facility Agent


(a)                                      Each
of the Arranger and the Lenders and the Issuing Bank appoints the Facility
Agent to act as its agent under and in connection with the Finance Documents.


(b)                                     Each
of the Arranger and the Lenders and the Issuing Bank authorises the Facility
Agent to exercise the rights, powers, authorities and discretions specifically
given to the Facility Agent under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and discretions.


29.2                     Duties of the
Facility Agent


(a)                                      The
Facility Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Facility Agent for that Party by any other
Party.


(b)                                     Except
where a Finance Document specifically provides otherwise, the Facility Agent is
not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.


(c)                                      If
the Facility Agent receives notice from a Party referring to this Agreement,
describing a Default and stating that the circumstance described is a Default,
it shall promptly notify the other Finance Parties.


(d)                                     If
the Facility Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Facility
Agent, the Arranger or the Security Trustee) under this Agreement it shall
promptly notify the other Finance Parties.


(e)                                      The
Facility Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.


29.3                     Role of the
Arranger


Except as specifically provided in the Finance
Documents, the Arranger has no obligations of any kind to any other Party under
or in connection with any Finance Document.


29.4                     No fiduciary
duties


(a)                                      Nothing
in this Agreement constitutes the Facility Agent, the Arranger and/or the
Issuing Bank as a trustee or fiduciary of any other person.


(b)                                     None
of the Facility Agent, the Security Trustee, the Arranger or the Issuing Bank
shall be bound to account to any Lender for any sum or the profit element of
any sum received by it for its own account.



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29.5                     Business with
the Group


The Facility Agent, the Security Trustee, the Arranger
and the Issuing Bank may accept deposits from, lend money to and generally
engage in any kind of banking or other business with any member of the Group.


29.6                     Rights and
discretions


(a)                                      The
Facility Agent and the Issuing Bank may rely on:


(i)                        any
representation, notice or document believed by it to be genuine, correct and
appropriately authorised; and


(ii)                     any
statement made by a director, authorised signatory or employee of any person
regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.


(b)                                     The
Facility Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:


(i)                        no
Default has occurred (unless it has actual knowledge of a Default arising under
Clause 26.1 (Non-Payment));


(ii)                     any
right, power, authority or discretion vested in any Party or the Majority
Lenders has not been exercised;  and


(iii)                  any
notice or request made by the Parent (other than a Utilisation Request or
Selection Notice) is made on behalf of and with the consent and knowledge of
all the Obligors.


(c)                                      The
Facility Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.


(d)                                     The
Facility Agent may act in relation to the Finance Documents through its
personnel and agents.  The Facility Agent
shall not be liable for the negligence or misconduct of such agents.


(e)                                      The
Facility Agent may disclose to any other Party any information it reasonably
believes it has received as agent under this Agreement.


(f)                                        Notwithstanding
any other provision of any Finance Document to the contrary, none of the
Facility Agent, the Arranger or the Issuing Bank is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.


29.7                     Majority Lenders’ instructions


(a)                                      Unless
a contrary indication appears in a Finance Document, the Facility Agent shall
(a) act in accordance with any instructions given to it by the Majority Lenders
(or, if so instructed by the Majority Lenders, refrain from acting or
exercising any right, power, authority or discretion vested in it as Facility
Agent) and (b) not be liable for any act (or



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omission) if
it acts (or refrains from taking any action) in accordance with such an
instruction of the Majority Lenders.


(b)                                     Unless
a contrary indication appears in a Finance Document, any instructions given by
the Majority Lenders will be binding on all the Finance Parties other than the
Security Trustee.


(c)                                      The
Facility Agent may refrain from acting in accordance with the instructions of
the Majority Lenders (or, if appropriate, the Lenders) until it has received
such security as it may require for any cost, loss or liability (together with
any associated VAT) which it may incur in complying with the instructions.


(d)                                     In
the absence of instructions from the Majority Lenders, (or, if appropriate, the
Lenders) the Facility Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.


(e)                                      The
Facility Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lender’s consent) in any legal or arbitration proceedings
relating to any Finance Document.  This
paragraph (e) shall not apply to any legal or arbitration proceeding relating
to the perfection, preservation or protection of rights under the Transaction
Security Documents or enforcement of the Transaction Security or Transaction
Security Documents.


29.8                     Responsibility
for documentation


None of the Facility
Agent, the Arranger or the Issuing Bank:


(a)                                      is
responsible for the adequacy, accuracy and/or completeness of any information
(whether oral or written) supplied by the Facility Agent, the Arranger, the
Issuing Bank, an Obligor or any other person given in or in connection with any
Finance Document or the Information Memorandum or the Reports or the
transactions contemplated in the Finance Documents; or


(b)                                     is
responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or the Transaction Security or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document or the Transaction
Security.


29.9                     Exclusion of
liability


(a)                                      Without
limiting paragraph (b) below, none of the Facility Agent or the Issuing Bank
will be liable for any action taken by it under or in connection with any
Finance Document or the Transaction Security, unless directly caused by its
gross negligence or wilful misconduct.


(b)                                     No Party (other
than the Facility Agent or the Issuing Bank (as applicable)) may take any
proceedings against any officer, employee or agent of the Facility Agent, the
Security Trustee or the Issuing Bank, in respect of any claim it might have
against the Facility Agent, the Security Trustee or the



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Issuing Bank
or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Finance Document or any Transaction Document and any
officer, employee or agent of the Facility Agent, the Security Trustee or the
Issuing Bank may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties
Act.


(c)                                      The
Facility Agent will not be liable for any delay (or any related consequences)
in crediting an account with an amount required under the Finance Documents to
be paid by the Facility Agent if the Facility Agent has taken all necessary
steps as soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by the
Facility Agent for that purpose.


(d)                                     Nothing
in this Agreement shall oblige the Facility Agent or the Arranger to carry out
any “know your customer” or other checks in relation to any person on behalf of
any Lender and each Lender confirms to the Facility Agent and the Arranger that
it is solely responsible for any such checks it is required to carry out and
that it may not rely on any statement in relation to such checks made by the
Facility Agent or the Arranger.


29.10               Lenders’ indemnity to the Facility Agent and the
Security Trustee


Each Lender and Ancillary Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then
zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify each of the Facility Agent and the Security
Trustee, within three Business Days of demand, against any cost, loss or
liability incurred by the Facility Agent or the Security Trustee (otherwise
than by reason of the Facility Agent’s or the Security Trustee’s gross
negligence or wilful misconduct) in acting as Facility Agent or as Security
Trustee under the Finance Documents (unless the Facility Agent or the Security
Trustee has been reimbursed by an Obligor pursuant to a Finance Document).


29.11               Resignation of the Facility Agent


(a)                                      The
Facility Agent may resign and appoint one of its Affiliates acting through an
office in the United Kingdom as successor by giving notice to the Lenders and
the Parent.


(b)                                     Alternatively
the Facility Agent may resign by giving notice to the Lenders and the Parent,
in which case the Majority Lenders (after consultation with the Parent) may
appoint a successor Facility Agent.


(c)                                      If
the Majority Lenders have not appointed a successor Facility Agent in
accordance with paragraph (b) above within 30 days after notice of resignation
was given, the Facility Agent (after consultation with the Parent) may appoint
a successor Facility Agent (acting through an office in the United Kingdom).


(d)                                     The
retiring Facility Agent shall, at its own cost, make available to the successor
Facility Agent such documents and records and provide such assistance as the
successor Facility Agent may reasonably request for the



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purposes of
performing its functions as Facility Agent under the Finance Documents.


(e)                                      The
Facility Agent’s resignation notice shall only take effect upon the appointment
of a successor.


(f)                                        Upon
the appointment of a successor, the retiring Facility Agent shall be discharged
from any further obligation in respect of the Finance Documents but shall
remain entitled to the benefit of this Clause 29.11.  Its successor and each of the other Parties
shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.


(g)                                     After
consultation with the Parent, the Majority Lenders may, by notice to the
Facility Agent, require it to resign in accordance with paragraph (b)
above.  In this event, the Facility Agent
shall resign in accordance with paragraph (b) above.


29.12               Confidentiality


(a)                                      In
acting as agent for the Finance Parties or, as the case may be, Security
Trustee for the Secured Parties, the Facility Agent and the Security Trustee
shall be regarded as acting through its agency division, or as appropriate,
Security Trustee division which shall be treated as a separate entity from any
other of its divisions or departments.


(b)                                     If
information is received by another division or department of the Facility Agent
or the Security Trustee, it may be treated as confidential to that division or
department and neither the Facility Agent nor the Security Trustee shall be
deemed to have notice of it.


(c)                                      Notwithstanding
any other provision of any Finance Document to the contrary, none of the
Facility Agent, the Security Trustee, and the Arranger are obliged to disclose
to any other person (i) any confidential information or (ii) any other
information if the disclosure would or might in its reasonable opinion
constitute a breach of any law or a breach of a fiduciary duty.


29.13               Relationship with
the Lenders


(a)                                      The
Facility Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and acting through its Facility Office unless it has received
not less than five Business Days prior notice from that Lender to the contrary
in accordance with the terms of this Agreement.


(b)                                     Each
Lender shall supply the Facility Agent with any information required by the
Facility Agent in order to calculate the Mandatory Cost in accordance with
Schedule 4 (Mandatory Cost Formulae).


(c)                                      Each
Secured Party shall supply the Facility Agent with any information that the
Security Trustee may reasonably specify (through the Facility Agent) as being
necessary or desirable to enable the Security Trustee to perform its



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functions as
Security Trustee.  Each Lender shall deal
with the Security Trustee exclusively through the Facility Agent and shall not
deal directly with the Security Trustee.


29.14               Credit appraisal by the Secured Parties


Without affecting the responsibility of any Obligor
for information supplied by it or on its behalf in connection with any Finance
Document, each Secured Party confirms to the Facility Agent, the Arranger, the
Security Trustee and each Ancillary Lender that it has been, and will continue
to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:


(a)                                      the
financial condition, status and nature of each member of the Group;


(b)                                     the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and the Transaction Security and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document or the Transaction Security;


(c)                                      whether
that Secured Party has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with
any Finance Document, the Transaction Security, the transactions contemplated
by the Finance Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with
any Finance Document;


(d)                                     the
adequacy, accuracy and/or completeness of the Information Memorandum and any
other information provided by the Facility Agent, the Security Trustee, any
Party or by any other person under or in connection with any Finance Document,
the transactions contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and


(e)                                      the
right or title of any person in or to, or the value or sufficiency of any part
of the Charged Property, the priority of any of the Transaction Security or the
existence of any Security affecting the Charged Property.


29.15               Reference Banks


If a Reference Bank (or, if a Reference Bank is not a
Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the
Facility Agent shall (in consultation with the Parent) appoint another Lender
or an Affiliate of a Lender to replace that Reference Bank.


29.16               Facility Agent’s
Management Time


Any amount payable to the Facility Agent under Clause
18.3 (Indemnity to the Facility Agent),
Clause 20 (Costs and Expenses) and Clause
29.10 (Lenders’ Indemnity to the 



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Facility Agent and the Security
Trustee)
shall include the cost of utilising the Facility Agent’s management time or
other resources and will be calculated on the basis of such reasonable daily or
hourly rates as the Facility Agent may notify to the Parent and the Lenders,
and is in addition to any fee paid or payable to the Facility Agent under
Clause 15 (Fees).


29.17               Deduction from
amounts payable by the Facility Agent


If any Party owes an amount to the Facility Agent
under the Finance Documents the Facility Agent may, after giving notice to that
Party, deduct an amount no exceeding that amount from any payment to that Party
which the Facility Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the
amount owed.  For the purposes of the
Finance Documents that Party shall be regarded as having received any amount so
deducted.


29.18               Reliance and
Engagement Letters


Each Finance Party and Secured Party confirms that
each of the Arranger and the Facility Agent has authority to accept on its
behalf the terms of any reliance letter or engagement letters relating to the
Reports or any reports or letters provided by accountants in connection with
the Finance Documents or the transactions contemplated in the Finance
Documents  and to bind it in respect of
those Reports, reports or letters and to sign such letters on its behalf and
further confirms that it accepts the terms and qualifications set out in such
letters.


30.                           ROLE
OF SECURITY TRUSTEE


30.1                     Trust


The Security Trustee declares that it shall hold the
Transaction Security (other than the German Transaction Security) on trust for
the Secured Parties on the terms contained in this Agreement.  Each of the parties to this Agreement agrees
that the Security Trustee shall have only those duties, obligations and
responsibilities expressly specified in this Agreement or in the Transaction Security
Trustee Documents (and no others shall be implied).


30.2                     Parallel Debt (Covenant to pay the Security Trustee)


(a)                                      Notwithstanding any other provision of this Agreement,
each Obligor hereby irrevocably and unconditionally undertakes to pay to the
Security Trustee, as creditor in its own right and not as representative of the
other Secured Parties, sums equal to and in the currency of each amount payable
by such Obligor to each of the Secured Parties under each of the Finance
Documents as and when that amount falls due for payment under the relevant
Finance Document or would have fallen due but for any discharge resulting from
the failure of another Secured Party to take appropriate steps, in insolvency
proceedings affecting that Obligor, to preserve its entitlement to be paid that
amount.


(b)                                     The Security Trustee shall have its own independent
right to demand payment of the amounts payable by each Obligor under this
Clause 30.2, irrespective of any discharge of such Obligor’s obligation to pay
those amounts to the other Secured Parties resulting from failure by them to
take appropriate steps,



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in insolvency proceedings affecting that Obligor, to
preserve their entitlement to be paid those amounts.


(c)                                      Any amount due and payable by an Obligor to the
Security Trustee under this Clause 30.2 (Parallel
Debt (Covenant to pay the Security Trustee)) shall be decreased to
the extent that the other Secured Parties have received (and are able to
retain) payment in full of the corresponding amount under the other provisions
of the Finance Documents and any amount due and payable by an Obligor to the
other Secured Parties under those provisions shall be decreased to the extent
that the Security Trustee has received (and is able to retain) payment in full
of the corresponding amount under this Clause 30.2 (Parallel Debt (Covenant to pay the Security Trustee)),


(d)                                     The rights of the Secured Parties (other than the
Security Trustee) to receive payment of amounts payable by each Obligor under
the Finance Documents are several and separate and independent from, and
without prejudice to, the rights of the Security Trustee to receive payment
under this Clause 30.2 (Parallel Debt
(Covenant to pay the Security Trustee)).


30.3                     No Independent Power


The Secured Parties shall not have any independent
power to enforce, or have recourse to, any of the Transaction Security Trustee
or to exercise any rights or powers arising under the Transaction Security
Trustee Documents except through the Security Trustee.


30.4                     Security
Trustee’s Instructions


The Security Trustee
shall:


(a)                                      unless
a contrary indication appears in a Finance Document, act in accordance with any
instructions given to it by the Facility Agent and shall be entitled to assume
that (i) any instructions received by it from the Facility Agent are duly given
by or on behalf of the Majority Lenders or, as the case may be, the Lenders in
accordance with the terms of the Finance Documents and (ii) unless it has
received actual notice of revocation that any instructions or directions given
by the Facility Agent have not been revoked;


(b)                                     be
entitled to request instructions, or clarification of any direction, from the
Facility Agent as to whether, and in what manner, it should exercise or refrain
from exercising any rights, powers and discretions and the Security Trustee may
refrain from acting unless and until those instructions or clarification are
received by it; and


(c)                                      be
entitled to, carry out all dealings with the Lenders through the Facility Agent
and may give to the Facility Agent any notice or other communication required
to be given by the Security Trustee to the Lenders.



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30.5                     Security
Trustee’s Actions


Subject to the
provisions of this Clause 30:


(a)                                      the
Security Trustee may, in the absence of any instructions to the contrary, take
such action in the exercise of any of its powers and duties under the Finance
Documents which in its absolute discretion it considers to be for the
protection and benefit of all the Secured Parties; and


(b)                                     at
any time after receipt by the Security Trustee of notice from the Facility Agent
directing the Security Trustee to exercise all or any of its rights, remedies,
powers or discretions under any of the Finance Documents, the Security Trustee
may, and shall if so directed by the Facility Agent, take any action as in its
sole discretion it thinks fit to enforce the Transaction Security Trustee.


30.6                     Security
Trustee’s Discretions


(a)                                      The
Security Trustee may assume (unless it has received actual notice to the
contrary in its capacity as Security Trustee for the Secured Parties) that:


(i)                        no
Default has occurred and no Obligor is in breach of or default under its
obligations under any of the Finance Documents; and


(ii)                     any
right, power, authority or discretion vested in any person has not been
exercised.


(b)                                     The
Security Trustee may, if it receives any instructions or directions from the
Facility Agent to take any action in relation to the Transaction Security
Trustee, assume that all applicable conditions under the Finance Documents for
taking that action have been satisfied.


(c)                                      The
Security Trustee may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts (whether obtained by the
Security Trustee or by any other Secured Party).


(d)                                     The
Security Trustee may rely upon any communication or document believed by it to
be genuine and, as to any matters of fact which might reasonably be expected to
be within the knowledge of a Secured Party or an Obligor, upon a certificate
signed by or on behalf of that person.


(e)                                      The
Security Trustee may refrain from acting in accordance with the instructions of
the Facility Agent or Lenders (including bringing any legal action or
proceeding arising out of or in connection with the Finance Documents) until it
has received any indemnification and/or security that it may in its absolute
discretion require (whether by way of payment in advance or otherwise) for all
costs, losses and liabilities which it may incur in bringing such action or
proceedings.



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30.7                     Security
Trustee’s Obligations


The Security Trustee
shall promptly inform the Facility Agent of:


(a)                                      the
contents of any notice or document received by it in its capacity as Security
Trustee from any Obligor under any Finance Document; and


(b)                                     the
occurrence of any Default of which the Security Trustee has received notice
from any other party to this Agreement.


30.8                     Excluded
Obligations


The Security Trustee
shall not:


(a)                                      be
bound to enquire as to the occurrence or otherwise of any Default or the
performance, default or any breach by an Obligor of its obligations under any
of the Finance Documents;


(b)                                     be
bound to account to any other Secured Party for any sum or the profit element
of any sum received by it for its own account;


(c)                                      be
bound to disclose to any other person (including any Secured Party) (i) any
confidential information or (ii) any other information if disclosure would, or
might in its reasonable opinion, constitute a breach of any law or be a breach
of fiduciary duty;


(d)                                     be
under any obligations other than those which are specifically provided for in
the Finance Documents; or


(e)                                      have
or be deemed to have any duty, obligation or responsibility to, or relationship
of trust or agency with, any Obligor.


30.9                     Exclusion of Security Trustee’s liability


Unless caused directly by its gross negligence or wilful
misconduct the Security Trustee shall not accept responsibility or be liable
for:


(a)                                      the
adequacy, accuracy and/or completeness of any information supplied by the
Security Trustee or any other person in connection with the Finance Documents
or the transactions contemplated in the Finance Documents, or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with the Finance Documents;


(b)                                     the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or the Transaction Security or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document or the Transaction Security;


(c)                                      any
losses to any person or any liability arising as a result of taking or
refraining from taking any action in relation to any of the Finance Documents
or the Transaction Security or otherwise, whether in accordance with an
instruction from the Facility Agent or otherwise;



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(d)                                     the
exercise of, or the failure to exercise, any judgment, discretion or power
given to it by or in connection with any of the Finance Documents, the
Transaction Security or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with the
Finance Documents or the Transaction Security; or


(e)                                      any
shortfall which arises on the enforcement of the Transaction Security.


30.10               No proceedings


No Party (other than the Security Trustee) may take
any proceedings against any officer, employee or agent of the Security Trustee
in respect of any claim it might have against the Security Trustee or in
respect of any act or omission of any kind by that officer, employee or agent
in relation to any Finance Document and any officer, employee or agent of the
Security Trustee may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of
the Third Parties Act .


30.11               Own responsibility


It is understood and agreed by each Secured Party that
at all times that Secured Party has itself been, and will continue to be,
solely responsible for making its own independent appraisal of and
investigation into all risks arising under or in connection with the Finance
Documents including but not limited to:


(a)                                      the
financial condition, creditworthiness, condition, affairs, status and nature of
each of the Obligors;


(b)                                     the
legality, validity, effectiveness, adequacy and enforceability of each of the
Finance Documents and the Transaction Security and any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with the Finance Documents or the Transaction Security;


(c)                                      whether
that Secured Party has recourse, and the nature and extent of that recourse,
against any Obligor or any other person or any of their respective assets under
or in connection with the Finance Documents, the transactions contemplated in
the Finance Documents or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under to or in connection with the
Finance Documents;


(d)                                     the
adequacy, accuracy and/or completeness of any information provided by any
person in connection with the Finance Documents, the transactions contemplated
in the Finance Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with
the Finance Documents; and


(e)                                      the
right or title of any person in or to, or the value or sufficiency of any part
of the Charged Property, the priority of any of the Transaction Security or the
existence of any security interest affecting the Charged Property,



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and each Secured Party warrants to the Security
Trustee that it has not relied on and will not at any time rely on the Security
Trustee in respect of any of these matters.


30.12               No responsibility
to perfect Transaction Security


The Security Trustee
shall not be liable for any failure to:


(a)                                      require
the deposit with it of any deed or document certifying, representing or
constituting the title of any Obligor to any of the Charged Property;


(b)                                     obtain
any licence, consent or other authority for the execution, delivery, legality,
validity, enforceability or admissibility in evidence of any of the Finance
Documents or the Transaction Security Trustee;


(c)                                      register,
file or record or otherwise protect any of the Transaction Security Trustee (or
the priority of any of the Transaction Security Trustee) under any applicable
laws in any jurisdiction or to give notice to any person of the execution of
any of the Finance Documents or of the Transaction Security Trustee;


(d)                                     take,
or to require any of the Obligors to take, any steps to perfect its title to
any of the Charged Property or to render the Transaction Security Trustee
effective or to secure the creation of any ancillary Security Trustee under the
laws of any jurisdiction; or


(e)                                      require
any further assurances in relation to any of the Transaction Security Trustee
Documents.


30.13               Insurance by
Security Trustee


(a)                                      The
Security Trustee shall not be under any obligation to insure any of the Charged
Property, to require any other person to maintain any insurance or to verify
any obligation to arrange or maintain insurance contained in the Finance
Documents.  The Security Trustee shall
not be responsible for any loss which may be suffered by any person as a result
of the lack of or inadequacy of any such insurance.


(b)                                     Where
the Security Trustee is named on any insurance policy as an insured party, it
shall not be responsible for any loss which may be suffered by reason of,
directly or indirectly, its failure to notify the insurers of any material fact
relating to the risk assumed by the insurers or any other information of any
kind, unless any Secured Party has requested it to do so in writing and the
Security Trustee has failed to do so within fourteen days after receipt of that
request.


30.14               Custodians and
Nominees


The Security Trustee may appoint and pay any person to
act as a custodian or nominee on any terms in relation to any assets of the
trust as the Security Trustee may determine, including for the purpose of
depositing with a custodian this Agreement or any document relating to the
trust created under this Agreement and the Security Trustee shall not be responsible
for any loss, liability, expense, demand, cost, claim or



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proceedings incurred by reason of the misconduct,
omission or default on the part of any person appointed by it under this
Agreement or be bound to supervise the proceedings or acts of any person.


30.15               Acceptance of Title


The Security Trustee shall be entitled to accept
without enquiry, and shall not be obliged to investigate, the right and title
as each of the Obligors may have to any of the Charged Property and shall not
be liable for or bound to require any Obligor to remedy any defect in its right
or title.


30.16               Refrain from
Illegality


The Security Trustee may refrain from doing anything
which in its opinion will or may be contrary to any relevant law, directive or
regulation of any jurisdiction which would or might otherwise render it liable
to any person, and the Security Trustee may do anything which is, in its
opinion, necessary to comply with any law, directive or regulation.


30.17               Business with the
Obligors


The Security Trustee may accept deposits from, lend
money to, and generally engage in any kind of banking or other business with
any of the Obligors.


30.18               Releases


Upon a disposal of any
of the Charged Property:


(a)                                      pursuant
to the enforcement of the Transaction Security by a Receiver or the Security
Trustee; or


(b)                                     if
that disposal is permitted under the Finance Documents,


the Security Trustee shall (at the cost of the
Obligors) release that property from the Transaction Security Trustee and is
authorised to execute, without the need for any further authority from the
Secured Parties, any release of the Transaction Security Trustee or other claim
over that asset and to issue any certificates of non-crystallisation of
floating charges that may be required or desirable.


30.19               Winding up of Trust


If the Security Trustee, with the approval of the
Majority Lenders, determines that (a) all of the Secured Obligations and all
other obligations secured by any of the Transaction Security Trustee Documents
have been fully and finally discharged and (b) none of the Secured Parties is
under any commitment, obligation or liability (actual or contingent) to make
advances or provide other financial accommodation to any Obligor pursuant to
the Finance Documents, the trusts set out in this Agreement shall be wound up
and the Security Trustee shall release, without recourse or warranty, all of
the Transaction Security Trustee and the rights of the Security Trustee under
each of the Transaction Security Trustee Documents.


30.20               Perpetuity Period


The perpetuity period under the rule against
perpetuities, if applicable to this Agreement, shall be the period of eighty
years from the date of this Agreement.



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30.21               Powers Supplemental


The rights, powers and discretions conferred upon the
Security Trustee by this Agreement shall be supplemental to the Security
Trustee Acts 1925 and 2000 and in addition to any which may be vested in the
Security Trustee by general law or otherwise.


30.22               Disapplication


Section 1 of the Security Trustee Act 2000 shall not
apply to the duties of the Security Trustee in relation to the trusts
constituted by this Agreement.  Where
there are any inconsistencies between the Security Trustee Acts 1925 and 2000
and the provisions of this Agreement, the provisions of this Agreement shall,
to the extent allowed by law, prevail and, in the case of any inconsistency
with the Security Trustee Act 2000, the provisions of this Agreement shall constitute
a restriction or exclusion for the purposes of that Act.


30.23               Resignation of
Security Trustee


(a)                                      The
Security Trustee may resign and appoint one of its Affiliates as successor by
giving notice to the other Parties (or to the Facility Agent on behalf of the
Lenders).


(b)                                     Alternatively
the Security Trustee may resign by giving notice to the other Parties (or to
the Facility Agent on behalf of the Lenders) in which case the Majority Lenders
may appoint a successor Security Trustee.


(c)                                      If
the Majority Lenders have not appointed a successor Security Trustee in
accordance with paragraph (b) above within 30 days after the notice of
resignation was given, the Security Trustee (after consultation with the
Facility Agent) may appoint a successor Security Trustee.


(d)                                     The
retiring Security Trustee shall, at its own cost, make available to the
successor Security Trustee such documents and records and provide such
assistance as the successor Security Trustee may reasonably request for the
purposes of performing its functions as Security Trustee under the Finance
Documents.


(e)                                      The
Security Trustee’s resignation notice shall only take effect upon (i) the
appointment of a successor and (ii) the transfer of all of the Transaction
Security Trustee to that successor.


(f)                                        Upon
the appointment of a successor, the retiring Security Trustee shall be
discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of Clauses 29 (Role of the
Facility Agent, the Arranger, the Issuing Bank and Others) and this
Clause 30.  Its successor and each of the
other Parties shall have the same rights and obligations amongst themselves as
they would have had if such successor had been an original Party.



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(g)                                     The
Majority Lenders may, by notice to the Security Trustee, require it to resign
in accordance with paragraph (b) above. 
In this event, the Security Trustee shall resign in accordance with
paragraph (b) above.


30.24               Delegation


(a)                                      The
Security Trustee may, at any time, delegate by power of attorney or otherwise
to any person for any period, all or any of the rights, powers and discretions
vested in it by any of the Finance Documents.


(b)                                     The
delegation may be made upon any terms and conditions (including the power to
sub-delegate) and subject to any restrictions as the Security Trustee may think
fit in the interests of the Secured Parties and it shall not be bound to
supervise, or be in any way responsible for any loss incurred by reason of any
misconduct or default on the part of any delegate or sub-delegate.


30.25               Additional Securities


(a)                                      The
Security Trustee may at any time appoint (and subsequently remove) any person
to act as a separate security or as a co-security jointly with it (i) if it
considers that appointment to be in the interests of the Secured Parties or
(ii) for the purposes of conforming to any legal requirements, restrictions or
conditions which the Security Trustee deems to be relevant or (iii) for
obtaining or enforcing any judgment in any jurisdiction, and the Security
Trustee shall give prior notice to the Borrower and the Facility Agent of that
appointment.


(b)                                     Any
person so appointed shall have the rights, powers and discretions (not
exceeding those conferred on the Security Trustee by this Agreement) and the duties
and obligations that are conferred or imposed by the instrument of appointment.


(c)                                      The
remuneration that the Security Trustee may pay to any person, and any costs and
expenses incurred by that person in performing its functions pursuant to that
appointment shall, for the purposes of this Agreement, be treated as costs and
expenses incurred by the Security Trustee.


30.26               German Transaction
Security


In relation to the German Transaction Security
Documents the following additional provisions shall apply:


(a)                                      The
Security Trustee shall:


(i)                        hold
and administer any German Transaction Security which is security assigned (Sicherungseigentum/Sicherungsabtretung) or
otherwise transferred under a non-accessory security right (nicht akzessorische Sicherheit) to it as
trustee (Treuhänder) for the
benefit of the Finance Parties; and



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(ii)                     administer
any German Transaction Security which is pledged (Verpfändung) or otherwise transferred to any Finance Party
under an accessory security right (akzessorische
Sicherheit) as agent.


(b)                                     Each
of the Finance Parties hereby authorises the Security Trustee (whether or not
by or through employees or agents):


(i)                        to
exercise such rights, remedies, powers and discretions as are specifically
delegated to or conferred upon the Security Trustee by the German Transaction
Security Documents together with such powers and discretions as are reasonably
incidental thereto;


(ii)                     to
take such action on its behalf as may from time to time be authorised under or
in accordance with the German Transaction Security Documents; and


(iii)                  as
its representative (Stellvertreter)
to enter into any of the German Transaction Security Documents and accept any
pledge or other creation of any accessory right made to such Finance Party in
relation to this Agreement.


(c)                                      None
of the Finance Parties shall have any independent power to enforce any German
Transaction Security Document or to exercise any rights, discretions or powers
or to grant any consents or releases under or pursuant to any German
Transaction Security Document or otherwise have direct recourse to the security
constituted by any German Transaction Security Document except through the
Security Trustee.


(d)                                     For
the purpose of this Clause 30 the Security Trustee shall be exempted from the
restrictions of Section 181 of the German Civil Code or any similar restriction
under any other applicable law.


31.                           CONDUCT
OF BUSINESS BY THE FINANCE PARTIES


No provision of this
Agreement will:


(a)                                      interfere
with the right of any Finance Party to arrange its affairs (tax or otherwise)
in whatever manner it thinks fit;


(b)                                     oblige
any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or


(c)                                      oblige
any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.



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32.                           SHARING
AMONG THE FINANCE PARTIES


32.1                     Payments to
Finance Parties


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor
other than in accordance with Clause 33 (Payment Mechanics)
or Clause 35 (Application of Proceeds) and
applies that amount to a payment due under the Finance Documents then:


(a)                                      the
Recovering Finance Party shall, within three Business Days, notify details of
the receipt or recovery to the Facility Agent;


(b)                                     the
Facility Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Facility Agent and distributed in
accordance with Clause 33 (Payment Mechanics),
without taking account of any Tax which would be imposed on the Facility Agent
in relation to the receipt, recovery or distribution; and


(c)                                      the
Recovering Finance Party shall, within three Business Days of demand by the
Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Facility Agent determines may be retained by
the Recovering Finance Party as its share of any payment to be made, in
accordance with Clause 33.5 (Partial Payments).


32.2                     Redistribution of payments


The Facility Agent shall treat the Sharing Payment as
if it had been paid by the relevant Obligor and distribute it between the
Finance Parties (other than the Recovering Finance Party) in accordance with
Clause 33.5 (Partial Payments).


32.3                     Recovering
Finance Party’s rights


(a)                                      On
a distribution by the Facility Agent under Clause 32.2 (Redistribution
of Payments), the Recovering Finance Party will be subrogated to the
rights of the Finance Parties which have shared in the redistribution.


(b)                                     If
and to the extent that the Recovering Finance Party is not able to rely on its
rights under paragraph (a) above, the relevant Obligor shall be liable to the
Recovering Finance Party for a debt equal to the Sharing Payment which is
immediately due and payable.


32.4                     Reversal of
redistribution


If any part of the
Sharing Payment received or recovered by a Recovering Finance Party becomes
repayable and is repaid by that Recovering Finance Party, then:


(a)                                      each
Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 32.2 (Redistribution of Payments)
shall, upon request of the Facility Agent, pay to the Facility Agent for
account of that Recovering Finance Party an amount equal to its share of the
Sharing Payment (together with an amount as is necessary to reimburse that



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Recovering
Finance Party for its proportion of any interest on the Sharing Payment which
that Recovering Finance Party is required to pay); and


(b)                                     that
Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be liable to the
reimbursing Finance Party for the amount so reimbursed.


32.5                     Exceptions


(a)                                      This
Clause 32 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.


(b)                                     A
Recovering Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or recovered as a
result of taking legal or arbitration proceedings, if:


(i)                        it
notified the other Finance Party of the legal or arbitration proceedings; and


(ii)                     the
other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable
having received notice or did not take separate legal or arbitration proceedings.


(c)                                      This
Clause 32 shall not apply to the extent that the Recovering Finance Party is an
Ancillary Lender or a Hedging Bank and the amounts recovered are amounts which
are owing under an Ancillary Facility or, as the case may be, a Hedging Agreement
and are received at a time when no notice has been served by the Facility Agent
under Clause 26.15 (Acceleration).



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SECTION
11


ADMINISTRATION


33.                           PAYMENT
MECHANICS


33.1                     Payments to
the Facility Agent


(a)                                      On
each date on which an Obligor or a Lender is required to make a payment under a
Finance Document, that Obligor or Lender shall make the same available to the
Facility Agent (unless a contrary indication appears in a Finance Document) for
value on the due date at the time and in such funds specified by the Facility
Agent as being customary at the time for settlement of transactions in the
relevant currency in the place of payment.


(b)                                     Payment
shall be made to such account in the principal financial centre of the country
of that currency (or, in relation to euro, in a principal financial centre in a
Participating Member State or London) with such bank as the Facility Agent
specifies.


33.2                     Distributions
by the Facility Agent


Each payment received by the Facility Agent under the
Finance Documents for another Party shall, subject to Clause 33.3 (Distributions to an Obligor) and Clause 33.4 (Clawback) be made available by the Facility Agent as soon as
practicable after receipt to the Party entitled to receive payment in
accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Facility
Agent by not less than five Business Days’ notice with a bank in the principal
financial centre of the country of that currency (or, in relation to euro, in
the principal financial centre of a Participating Member State or London).


33.3                     Distributions
to an Obligor


(a)                                      The
Facility Agent may (with the consent of the Obligor or in accordance with
Clause 34 (Set-Off)) apply any amount received by
it for that Obligor in or towards payment (on the date and in the currency and
funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so
applied.


(b)                                     Each
payment to an Obligor shall be made to such account with such bank as the
Parent specifies.


33.4                     Clawback


(a)                                      Where
a sum is to be paid to the Facility Agent under the Finance Documents for
another Party, the Facility Agent is not obliged to pay that sum to that other
Party (or to enter into or perform any related exchange contract) until it has
been able to establish to its satisfaction that it has actually received that
sum.


(b)                                     If
the Facility Agent pays an amount to another Party and it proves to be the case
that the Facility Agent had not actually received that amount, then the Party
to whom that amount (or the proceeds of any related exchange contract)



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was paid by
the Facility Agent shall on demand refund the same to the Facility Agent
together with interest on that amount from the date of payment to the date of
receipt by the Facility Agent, calculated by the Facility Agent to reflect its
cost of funds.


33.5                     Partial payments


(a)                                      If
the Facility Agent receives a payment that is insufficient to discharge all the
amounts then due and payable by an Obligor under the Finance Documents, the
Facility Agent shall apply that payment towards the obligations of that Obligor
under the Finance Documents in the following order:


(i)                        first, in or towards payment pro rata of
any unpaid fees, costs and expenses of the Facility Agent, the Issuing Bank,
the Arranger and the Security Trustee under those Finance Documents;


(ii)                     secondly, in or towards payment pro rata of
any accrued interest, fee or commission due but unpaid under those Finance
Documents;


(iii)                  thirdly, in or towards payment pro rata of
any principal outstandings due but unpaid under those Finance Documents and any
amount due but unpaid under Clause 7.2 (Claims
under a Letter of Credit) and Clause 7.3 (Indemnities); and


(iv)                 fourthly, in or towards payment pro rata of
any other sum due but unpaid under the Finance Documents.


(b)                                     The
Facility Agent shall, if so directed by the Majority Lenders, vary the order
set out in paragraphs (a)(ii) to (iv) above.


(c)                                      If
after the service of a notice by the Facility Agent under Clause 26.15 (Acceleration) or pursuant to the
provisions of Clause 35.1 (Order of
Application) the Facility Agent receives a payment that is
insufficient to discharge all the amounts then due and payable by an Obligor
under the Finance Documents, the Facility Agent shall apply that payment
towards the obligations of that Obligor under the Finance Documents in the
following order:


(i)                        first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Facility Agent, the Issuing Bank, the Security
Trustee and the Arranger under the Finance Documents;


(ii)                     secondly, in or towards payment pro rata of any accrued
interest or commission due but unpaid under the Finance Documents;


(iii)                  thirdly, in or towards payment pro rata of any principal due
but unpaid under the Finance Documents (including without limitation provisions
of cash cover in respect of contingent liabilities and payments due under the
Ancillary Facilities and Hedging Agreements); and



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(iv)                 fourthly, in or towards payment pro rata of any other sum
due but unpaid under the Finance Documents.


(d)                                     The
Facility Agent shall, if so directed by the Majority Creditors, vary the order
set out in paragraphs (c)(ii) to (iv) above.


(e)                                      Paragraphs
(a), (b), (c) and (d) above will override any appropriation made by an Obligor.


33.6                     No set-off by
Obligors


All payments to be made by an Obligor under the
Finance Documents shall be calculated and be made without (and free and clear
of any deduction for) set-off or counterclaim.


33.7                     Business Days


(a)                                      Any
payment or reduction which is due to be made, or an Interest Period which would
otherwise end, on a day that is not a Business Day shall be made or will end,
as the case may be, on the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).


(b)                                     During
any extension of the due date for payment of any principal or an Unpaid Sum
under this Agreement interest is payable on the principal at the rate payable
on the original due date.


33.8                     Currency of
account


(a)                                      Subject
to paragraphs (b) to (e) below, the Base Currency is the currency of account
and payment for any sum due from an Obligor under any Finance Document.


(b)                                     A
repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid
Sum shall be made in the currency in which that Utilisation or Unpaid Sum is
denominated on its due date.


(c)                                      Each
payment of interest shall be made in the currency in which the sum in respect
of which the interest is payable was denominated when that interest accrued.


(d)                                     Each
payment in respect of costs, expenses or Taxes shall be made in the currency in
which the costs, expenses or Taxes are incurred.


(e)                                      Any
amount expressed to be payable in a currency other than the Base Currency shall
be paid in that other currency.



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33.9                     Change of currency


(a)                                      Unless
otherwise prohibited by law, if more than one currency or currency unit are at
the same time recognised by the central bank of any country as the lawful
currency of that country, then:


(i)                        any
reference in the Finance Documents to, and any obligations arising under the
Finance Documents in, the currency of that country shall be translated into, or
paid in, the currency or currency unit of that country designated by the
Facility Agent (after consultation with the Parent); and


(ii)                     any
translation from one currency or currency unit to another shall be at the
official rate of exchange recognised by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the
Facility Agent (acting reasonably).


(b)                                     If
a change in any currency of a country occurs, this Agreement will, to the
extent the Facility Agent (acting reasonably and after consultation with the
Parent) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and
otherwise to reflect the change in currency.


34.                           SET-OFF


A Finance Party may set off any matured obligation due
from an Obligor under the Finance Documents (to the extent beneficially owned
by that Finance Party) against any matured obligation owed by that Finance
Party to that Obligor, regardless of the place of payment, booking branch or
currency of either obligation.  If the obligations
are in different currencies, the Finance Party may convert either obligation at
a market rate of exchange in its usual course of business for the purpose of
the set-off.


35.                           APPLICATION
OF PROCEEDS


35.1                     Order of
Application


All monies from time to time received or recovered by
the Security Trustee under Clause 30.2 (Parallel
Debt (Covenant to pay the
Security Trustee)) and/or in connection with the realisation or
enforcement of all or any part of the Transaction Security shall be held by the
Security Trustee on trust to apply them, to the extent permitted by applicable
law in the following order of priority:


(a)                                      in
discharging any sums owing to the Security Trustee (in its capacity as Security
Trustee);


(b)                                     in
payment to the Facility Agent, on behalf of the Secured Parties, for
application towards the discharge of all sums due and payable by any Obligor
under any of the Finance Documents in the order set out in paragraph (c) of
Clause 33.5 (Partial payments).



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(c)                                      if
none of the Obligors is under any further actual or contingent liability under
any Finance Document, in payment to any person to whom the Security Trustee is
obliged to pay in priority to any Obligor; and


(d)                                     the
balance, if any, in payment to the relevant Obligor.


35.2                     Investment of
proceeds


Prior to the application of the proceeds of the
Transaction Security in accordance with Clause 35.1 (Order of
Application) the Security Trustee may, at its discretion, hold all
or part of those proceeds in an interest bearing suspense or impersonal
account(s) in the name of the Security Trustee or Facility Agent with such
financial institution (including itself) for so long as the Security Trustee
thinks fit (the interest being credited to the relevant account) pending the
application from time to time of those monies at the Security Trustee’s
discretion in accordance with the provisions of this Clause 35.


35.3                     Currency
conversion


(a)                                      For
the purpose of or pending the discharge of any of the obligations owed by the
Obligors to the Finance Parties under the Finance Documents the Security
Trustee may convert any monies received or recovered by the Security Trustee
from one currency to another, at the spot rate at which the Security Trustee is
able to purchase the currency in which such obligations owed by the Obligors
are due with the amount received.


(b)                                     The
obligations of any Obligor to pay in the due currency shall only be satisfied
to the extent of the amount of the due currency purchased after deducting the
costs of conversion.


35.4                     Permitted
deductions


The Security Trustee shall be entitled (a) to set
aside by way of reserve amounts required to meet and (b) to make and pay, any
deductions and withholdings (on account of Taxes or otherwise) which it is or
may be required by any applicable law to make from any distribution or payment
made by it under this Agreement, and to pay all Taxes which may be assessed
against it in respect of any of the Charged Property, or as a consequence of
performing its duties, or by virtue of its capacity as Security Trustee under
any of the Finance Documents or otherwise (except in connection with its
remuneration for performing its duties under any Finance Document).


35.5                     Discharge of
Obligations


(a)                                      Any
payment to be made in respect of the obligations owed by the Obligors to the
Finance Parties under the Finance Documents by the Security Trustee may be made
to the Facility Agent and any payment so made shall be a good discharge to the
extent of that payment, to the Security Trustee.


(b)                                     The
Security Trustee is under no obligation to make payment to the Facility Agent
in the same currency as that in which any Unpaid Sum is denominated.



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35.6                     Sums received
by Obligors


If any of the Obligors receives any sum which,
pursuant to any of the Finance Documents, should have been paid to the Security
Trustee, that sum shall promptly be paid to the Security Trustee for
application in accordance with this Clause 35.


35.7                     Application and consideration


In consideration for the covenants given to the
Security Trustee by each Obligor in Clause 30.2 (Parallel Debt (Covenant
to pay the Security Trustee)), the Security Trustee agrees with each
Obligor to apply all moneys from time to time paid by such Obligor to the
Security Trustee in accordance with the provisions of Clause 35.1 (Order of Application).


36.                           NOTICES


36.1                     Communications
in writing


Any communication to be made under or in connection
with the Finance Documents shall be made in writing and, unless otherwise
stated, may be made by fax or letter.


36.2                     Addresses


The address and fax number (and the department or
officer, if any, for whose attention the communication is to be made) of each
Party for any communication or document to be made or delivered under or in
connection with the Finance Documents is:


(a)                                      in
the case of the Parent, that identified with its name below;


(b)                                     in
the case of each Lender, each Ancillary Lender or any other Obligor, that notified
in writing to the Facility Agent on or prior to the date on which it becomes a
Party; and


(c)                                      in
the case of the Facility Agent or the Security Trustee, that identified with
its name below,


or any substitute address, fax number, telex number or
department or officer as the Party may notify to the Facility Agent (or the
Facility Agent may notify to the other Parties, if a change is made by the
Facility Agent) by not less than five Business Days’ notice.


36.3                     Delivery


(a)                                      Any
communication or document made or delivered by one person to another under or
in connection with the Finance Documents will only be effective:


(i)                        if
by way of fax, when received in legible form; or


(ii)                     if
by way of letter, when it has been left at the relevant address or five Business
Days after being deposited in the post postage prepaid in an envelope addressed
to it at that address,


and, if a particular department or officer is
specified as part of its address details provided under Clause 36.2 (Addresses), if addressed to that department or officer.



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(b)                                     Any
communication or document to be made or delivered to the Facility Agent or the
Security Trustee will be effective only when actually received by the Facility
Agent or Security Trustee and then only if it is expressly marked for the
attention of the department or officer identified with the Facility Agent’s or
Security Trustee’s signature below (or any substitute department or officer as
the Facility Agent or Security Trustee shall specify for this purpose).


(c)                                      All
notices from or to an Obligor shall be sent through the Facility Agent.  The Parent may make and/or deliver as agent
of each Obligor notices and/or requests on behalf of each Obligor.


(d)                                     Any
communication or document made or delivered to the Parent in accordance with
this Clause 36.3 will be deemed to have been made or delivered to each of the
Obligors.


36.4                     Notification
of address, fax number and telex number


Promptly upon receipt of notification of an address,
fax number and telex number or change of address, fax number or telex number
pursuant to Clause 36.2 (Addresses) or
changing its own address, fax number or telex number, the Facility Agent shall
notify the other Parties.


36.5                     Electronic
communication


(a)                                      Any
communication to be made between the Facility Agent or the Security Trustee and
a Lender under or in connection with the Finance Documents may be made by
electronic mail or other electronic means, if the Facility Agent, the Security
Trustee  and the relevant Lender:


(i)                        agree
that, unless and until notified to the contrary, this is to be an accepted form
of communication;


(ii)                     notify
each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that
means; and


(iii)                  notify
each other of any change to their address or any other such information
supplied by them.


(b)                                     Any
electronic communication made between the Facility Agent and a Lender or the
Security Trustee will be effective only when actually received in readable form
and in the case of any electronic communication made by a Lender to the
Facility Agent or the Security Trustee only if it is addressed in such a manner
as the Facility Agent or Security Trustee shall specify for this purpose.


36.6                     English
language


(a)                                      Any
notice given under or in connection with any Finance Document must be in
English.



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(b)                                     All
other documents provided under or in connection with any Finance Document must
be:


(i)                        in
English; or


(ii)                     if
not in English, and if so required by the Facility Agent, accompanied by a
certified English translation and, in this case, the English translation will
prevail unless the document is a constitutional, statutory or other official
document.


36.7                     Use of
Websites


(a)                                      The
Parent may satisfy its obligation under this Agreement to deliver any
information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by
posting this information onto an electronic website designated by the Parent
and the Facility Agent (the “Designated Website”)
if:


(i)                        the
Facility Agent expressly agrees (after consultation with each of the Lenders)
that it will accept communication of the information by this method;


(ii)                     both
the Parent and the Facility Agent are aware of the address of and any relevant
password specifications for the Designated Website; and


(iii)                  the
information is in a format previously agreed between the Parent and the
Facility Agent.


If any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the Facility
Agent shall notify the Parent accordingly and the Parent shall supply the
information to the Facility Agent (in sufficient copies for each Paper Form
Lender) in paper form.  In any event the
Parent shall supply the Facility Agent with at least one copy in paper form of
any information required to be provided by it.


(b)                                     The
Facility Agent shall supply each Website Lender with the address of and any
relevant password specifications for the Designated Website following
designation of that website by the Parent and the Facility Agent.


(c)                                      The
Parent shall promptly upon becoming aware of its occurrence notify the Facility
Agent if:


(i)                        the
Designated Website cannot be accessed due to technical failure;


(ii)                     the
password specifications for the Designated Website change;


(iii)                  any
new information which is required to be provided under this Agreement is posted
onto the Designated Website;


(iv)                 any
existing information which has been provided under this Agreement and posted
onto the Designated Website is amended; or



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(v)                    the
Parent becomes aware that the Designated Website or any information posted onto
the Designated Website is or has been infected by any electronic virus or
similar software.


If the Parent notifies the Facility Agent under
paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by
the Parent under this Agreement after the date of that notice shall be supplied
in paper form unless and until the Facility Agent and each Website Lender is
satisfied that the circumstances giving rise to the notification are no longer
continuing.


(d)                                     Any
Website Lender may request, through the Facility Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto
the Designated Website.  The Parent shall
comply with any such request within ten Business Days.


37.                           CALCULATIONS
AND CERTIFICATES


37.1                     Accounts


In any litigation or arbitration proceedings arising
out of or in connection with a Finance Document, the entries made in the
accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.


37.2                     Certificates
and Determinations


Any certification or determination by a Finance Party
of a rate or amount under any Finance Document is, in the absence of manifest
error, conclusive evidence of the matters to which it relates.


37.3                     Day count
convention


Any interest, commission or fee accruing under a
Finance Document will accrue from day to day and is calculated on the basis of
the actual number of days elapsed and a year of 360 days (or in the case of any
Utilisation denominated in sterling, 365 days) or, in any case where the
practice in the Relevant Interbank Market differs, in accordance with that
market practice.


38.                           PARTIAL
INVALIDITY


If, at any time, any provision of the Finance
Documents is or becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be
affected or impaired.


39.                           REMEDIES
AND WAIVERS


No failure to exercise, nor any delay in exercising,
on the part of any Finance Party or Secured Party, any right or remedy under
the Finance Documents shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise
or the exercise of any other right or remedy. 
The rights and



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remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.


40.                           AMENDMENTS
AND WAIVERS


40.1                     Required
consents


(a)                                      Subject
to Clause 40.2 (Exceptions) any term of the
Finance Documents may be amended or waived only with the consent of the
Majority Lenders and the Parent and any such amendment or waiver will be
binding on all Parties.


(b)                                     The
Facility Agent may effect, on behalf of any Finance Party, any amendment or
waiver permitted by this Clause 40.


(c)                                      The
Parent may effect, as agent of each Obligor, any amendment or waiver permitted
by this Clause 40.


40.2                     Exceptions


(a)                                      An
amendment or waiver that has the effect of changing or which relates to:


(i)                        the
definition of “Majority Lenders” in Clause 1.1 (Definitions);


(ii)                     an
extension to the date of payment of any amount under the Finance Documents;


(iii)                  a
reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable;


(iv)                 an
increase in or an extension of any Commitment;


(v)                    a
change to the Borrowers or Guarantors other than in accordance with Clause 28 (Changes to the Obligors);


(vi)                 any
provision which expressly requires the consent of all the Lenders;


(vii)              Clause
2.2 (Finance Parties Rights and Obligations),
Clause 27 (Changes to the Lenders) or this Clause
40;


(viii)           the
nature or scope of the Charged Property or the manner in which the proceeds of
enforcement of the Transaction Security are distributed,


shall not be made without the prior consent of all the
Lenders.


(b)                                     An
amendment or waiver which relates to the rights or obligations of the Facility
Agent, the Arranger, the Security Trustee or any Ancillary Lender may not be
effected without the consent of the Facility Agent, the Arranger, the Security
Trustee or the Ancillary Lenders at such time.


40.3                     Amendments by
Security Trustee


Unless the provisions of any Finance Document
expressly provide otherwise, the Security Trustee may, if authorised by the
Majority Creditors, amend the terms of, waive any of the requirements of, or
grant consents under, any of the Transaction



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Security Documents, any such amendment, waiver or
consent being binding on all the parties to this Agreement except that:


(a)                                      the
prior consent of all of the Lenders is required to authorise any amendment of
any Transaction Security Document which would affect the nature or the scope of
the Charged Property or the manner in which proceeds of enforcement are
distributed; and


(b)                                     no
waiver or amendment may impose any new or additional obligations on any person
without the consent of that person.


41.                           COUNTERPARTS


Each Finance Document may be executed in any number of
counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of the Finance Document.



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SECTION 12


GOVERNING
LAW AND ENFORCEMENT


42.                           GOVERNING
LAW


This Agreement is governed by English law.


43.                           ENFORCEMENT


43.1                     Jurisdiction
of English Courts


(a)                                      The
courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement) (a “Dispute”).


(b)                                     The
Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.


(c)                                      This
Clause 43.1 is for the benefit of the Finance Parties and Secured Parties
only.  As a result, no Finance Party or
Secured Party shall be prevented from taking proceedings relating to a Dispute
in any other courts with jurisdiction. 
To the extent allowed by law, the Finance Parties and Secured Parties
may take concurrent proceedings in any number of jurisdictions.


43.2                     Service of
process


Without prejudice to any
other mode of service allowed under any relevant law, each Obligor (other than
an Obligor incorporated in England and Wales):


(a)                                      irrevocably
appoints the Parent as its agent for service of process in relation to any
proceedings before the English courts in connection with any Finance Document
(and the Parent by its execution of this Agreement, accepts that appointment);
and


(b)                                     agrees
that failure by a process agent to notify the relevant Obligor of the process
will not invalidate the proceedings concerned.


This Agreement has been entered
into on the date stated at the beginning of this Agreement.



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SCHEDULE 1

The Original Parties


Part
I

The Original Obligors


	
  Name of Original Borrower

  	
   

  	
  Registration number (or

  equivalent, if any)

  	
   

  	
  Jurisdiction

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Europe Limited

  	
   

  	
  2321917

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  (UK) Limited

  	
   

  	
  1478540

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Document and
  Information Management Services Limited

  	
   

  	
  02760301

  	
   

  	
  England

  



 


	
  Name of Original Guarantor

  	
   

  	
  Registration number (or

  equivalent, if any) 

  	
   

  	
  Jurisdiction

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Europe Limited

  	
   

  	
  2321917

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  (UK) Limited

  	
   

  	
  1478540

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Document and
  Information Management Services Limited

  	
   

  	
  02760301

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Document
  Storage Company Limited

  	
   

  	
  02109452

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Holdings (Europe) Limited

  	
   

  	
  03847309

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Miller Data
  Management Limited

  	
   

  	
  01447686

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Ireland (Holdings) Limited

  	
   

  	
  289489

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Ireland Limited

  	
   

  	
  236398

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Nederland Holdings B.V.

  	
   

  	
  32095962

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Nederland B.V.

  	
   

  	
  24244203

  	
   

  	
  The Netherlands

  



 



 128
 






 



Part II


The
Original Lenders


	
  Name of Original Lender

  	
   

  	
  Term 

  Commitment

  	
   

  	
  Revolving

  Commitment

  	
   

  
	
   

  	
   

  	
  £

  	
   

  	
  £

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Allied Irish
  Banks, P.L.C.

  	
   

  	
  8,750,000

  	
   

  	
  8,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barclays Bank
  PLC

  	
   

  	
  20,000,000

  	
   

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bear Stearns
  Corporate Lending Inc.

  	
   

  	
  15,000,000

  	
   

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank plc

  	
   

  	
  15,000,000

  	
   

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lloyds TSB Bank
  PLC

  	
   

  	
  8,750,000

  	
   

  	
  8,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Governor and
  Company of the Bank of Scotland

  	
   

  	
  20,000,000

  	
   

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Governor and
  Company of the Bank of Ireland

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  



 



 129
 






 



Part III


Dormant
Subsidiaries


	
  Name of Dormant Subsidiary

  	
   

  	
  Registration Number

  (or equivalent, if any) 

  	
   

  	
  Jurisdiction

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Scotland (Holdings) Ltd

  	
   

  	
  SC15007

  	
   

  	
  Scotland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAD 93 Ltd

  	
   

  	
  SC143870

  	
   

  	
  Scotland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datavault
  Holdings Ltd

  	
   

  	
  3638141

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datavault Ltd

  	
   

  	
  SC080642

  	
   

  	
  Scotland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Archive Services
  Ltd

  	
   

  	
  230753

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datavault
  Southwest Ltd

  	
   

  	
  2693403

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datavault
  Northwest Limited

  	
   

  	
  SC142441

  	
   

  	
  Scotland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arcus Data
  Security Ltd

  	
   

  	
  2640804

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jones &
  Crossland

  	
   

  	
  641974

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kestrel Reprographics
  Ltd

  	
   

  	
  1558086

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Britannia Data
  Management Ltd

  	
   

  	
  1575446

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain
  Scotland Ltd

  	
   

  	
  SC096145

  	
   

  	
  Scotland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kestrel Data
  Services Ltd

  	
   

  	
  1177562

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kestrel Data UK
  Ltd

  	
   

  	
  1575457

  	
   

  	
  England

  



 



 130














 


SCHEDULE 2

Conditions Precedent


Part
I

Conditions Precedent to Initial Utilisation


1.                                 Obligors


(a)                                      A certified copy of the constitutional documents of
each Original Obligor.


(b)                                     A copy of a resolution of the board of directors of
each Original Obligor:


(i)                        approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party and resolving
that it execute the Finance Documents to which it is a party;


(ii)                     authorising a specified person or persons to execute
the Finance Documents to which it is a party on its behalf;


(iii)                  authorising a specified person or persons, on its
behalf, to sign and/or despatch all documents and notices (including, if
relevant, any Utilisation Request and Selection Notice) to be signed and/or
despatched by it under or in connection with the Finance Documents to which it
is a party; and


(iv)                 in the case of an Original Obligor other than the
Parent, authorising the Parent to act as its agent in connection with the
Finance Documents.


(c)                                      A specimen of the signature of each person authorised
by the resolution referred to in paragraph (b) above in relation to the Finance
Documents.


(d)                                     A copy of a resolution signed by all the holders of
the issued shares in each Original Guarantor, approving the terms of, and the
transactions contemplated by, the Finance Documents to which the Original
Guarantor is a party.


(e)                                      A certificate of the Parent (signed by a director)
confirming that borrowing or guaranteeing or securing, as appropriate, the
Total Commitments would not cause any borrowing, guarantee, security or similar
limit binding on any Original Obligor to be exceeded.


(f)                                        A certificate of an authorised signatory of the
relevant Original Obligor certifying that each copy document relating to it
specified in this Schedule 2 is correct, complete and in full force and effect
as at a date no earlier than the date of this Agreement.



 131
 






 



(g)                                     In relation to Original Obligors incorporated in
England and Wales or Scotland either:


(i)                        a letter from the Parent to the Facility Agent
(attaching supporting advice from the Parent’s English Solicitors) confirming
that no Original Obligor is prohibited by Section 151 of the Companies Act 1985
from entering into the Finance Documents; and/or


(ii)                     evidence that members of the Group incorporated in
England and Wales and Scotland have done all that is necessary (including,
without limitation, by re-registering as a private company) to follow the
procedures set out in Sections 151 to 158 of the Companies Act 1985 (the “Act”) in order to enable each Original Obligor to enter into
the Finance Documents and perform its obligations under the Finance Documents.


(h)                                     In relation to Original Obligors incorporated in
Ireland either:


(i)                        a letter from the Parent to the Facility Agent
(attaching supporting advice from the Parent’s Irish Solicitors) confirming
that no Original Borrower is prohibited by Section 60 of the Irish Companies
Act 1963 from entering into the Finance Documents; and/or


(ii)                     evidence that members of the Group incorporated in Ireland
have done all that is necessary to follow the procedures set out in Section 60
of the Irish Companies Act 1963 in order to enable each such Original Obligor
to enter into the Finance Documents and perform its obligations under the
Finance Documents.


2.                                 Finance Documents


(a)                                      The Subordination Agreement executed by the members of
the Group party to that Agreement and the Parties under the Subordinated Loan
Agreement.


(b)                                     This Agreement executed by the members of the Group
party to this Agreement.


(c)                                      The Fee Letters executed by the Parent.


3.                                 Transaction Security Documents


The following
Transaction Security Documents executed by the Original Obligors:


	
  Name of Original Obligor

  	
   

  	
  Transaction Security Document

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Europe Limited

  	
   

  	
  Debenture

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  (UK) Limited

  	
   

  	
  Debenture

  



 



 132
 






 



 


	
  Name of Original Obligor

  	
   

  	
  Transaction Security Document

  
	
   

  	
   

  	
   

  
	
  Document and
  Information Management Services Limited

  	
   

  	
  (i)                                     Debenture.

  (ii)                                  French
  share pledge in respect of 99.9% of the issued share capital of Iron Mountain
  Holdings (France) SNC.

  
	
   

  	
   

  	
   

  
	
  The Document
  Storage Company Limited

  	
   

  	
  Debenture

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Holdings (Europe) Limited

  	
   

  	
  (i)                                     Debenture

   

  (i)                                     Belgian
  Share Pledge.

   

  (iii)                               Spanish
  share pledge in respect of the entire issued share capital of Iron Mountain
  España, S.A..

  
	
   

  	
   

  	
   

  
	
  Miller Data
  Management Limited

  	
   

  	
  (i)                                     Debenture

   

  (ii)                                  French
  share pledge in respect of 0.1% of the issued share capital of Iron Mountain
  Holdings (France) SNC.

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Ireland (Holdings) Limited

  	
   

  	
  Irish debenture.

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Ireland Limited

  	
   

  	
  An irish debenture will be granted pursuant to
  Clause 25.23 (Conditions Subsequent).

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Nederland Holdings B.V.

  	
   

  	
  (i)                                     Dutch
  share pledge in respect of the entire issued share capital of Iron Mountain
  Nederland B.V..

   

  (ii)                                  An
  undisclosed pledge of receivables.

   

  (iii)                               A
  pledge of bank accounts.

   

  (iv)                              A
  pledge of moveable assets.

  
	
   

  	
   

  	
   

  
	
  Iron Mountain
  Nederland B.V.

  	
   

  	
  (i)                                     A
  deed of mortgage of real property.

   

  (ii)                                  A
  pledge of bank accounts.

   

  (iii)                               An
  undisclosed pledge of receivables.

   

  (iv)                              A
  pledge of moveable assets.

  



 



 133
 






 



4.             Pledged Companies


 


(a)                                      In relation to Iron Mountain Holdings (France) SNC:


(i)                        a copy, certified as true, of the by-laws (statuts) of Iron Mountain Holdings
(France) SNC and an original extract K-bis
of Iron Mountain Holdings (France) SNC dated no more than 15 days earlier than
the date of receipt by the Facility Agent.


(ii)                     a copy, certified as true, of the shareholders’
resolution of Iron Mountain Holdings (France) SNC approving the Security
Trustee as a shareholder upon enforcement of the share pledge agreement over
its shares.


(b)                                     In relation to Iron Mountain Belgium NV:


(i)                        a certified copy of the latest coordinated statutes of
Iron Mountain Belgium NV;


(ii)                     registered share certificate in respect of the shares
in Iron Mountain Belgium NV, bearing the notice referred to in the Belgian
share pledge agreement (the “Belgian Share
Pledge”) in respect of the entire issues share capital of Iron
Mountain Belgium NV;


(iii)                  a photocopy of the relevant pages of the share
register bearing the notice referred to in the Belgian Share Pledge;


(iv)                 a  certificate
substantially in the form of Schedule 2 of the Belgian Share Pledge.


(c)                                      In relation to Iron Mountain Norge A.S.:


(i)                        a certified copy of the notification from Iron
Mountain Holdings (Europe) Limited to Iron Mountain Norge A.S. in respect of
the pledge by Iron Mountain Holdings (Europe) of the entire issued share
capital of Iron Mountain Norge A.S.;


(ii)                     a certified copy of the confirmation from Iron
Mountain Norge A.S. that the notification of the pledge detailed in (i) above
has been received by it and that its shares have been pledged;



 134
 






 



(iii)                  a certified copy of the confirmation from Iron
Mountain Norge A.S. that it is not aware of any right or restriction attaching
to the shares which are the subject of the pledge; and


(iv)                 certified transcripts of the updated register of
shareholders of Iron Mountain Norge A.S. in which the pledge has been
registered.


5.                                 Shares


(a)                                      All share certificates (other than Iron Mountain
Ireland (Holdings) Limited) and stock transfer forms duly executed by the
relevant Original Obligor in blank in relation to the certificated shares
subject to or expressed to be subject to the Transaction Security.


(b)                                     A copy of the register of members of each member of
the Group, whose shares are subject to or expressed to be subject to the
Transaction Security.


(c)                                      To the extent not delivered under paragraph 1(a)
above, a copy of the constitutional documents of each member of the Group whose
shares are expressed to be subject to the Transaction Security.


6.                                 Legal Opinions


The following legal
opinions, each addressed to the Facility Agent, the Security Trustee and the
Original Lenders.


(a)                                      A legal opinion of Clifford Chance LLP, legal advisers
to the Arranger and the Facility Agent in England, as to English law
substantially in the form distributed to the Original Lenders prior to signing
this Agreement.


(b)                                     A legal opinion of the following legal advisers to the
Facility Agent and Arranger:


(i)                        Clifford Chance LLP as to Belgian law;


(ii)                     Clifford Chance SELAFA as to French law;


(iii)                  Clifford Chance LLP as to Dutch law;


(iv)                 Clifford Chance S.C as to Spanish law;


(v)                    McCann FitzGerald as to Irish law; and


(vi)                 BA-HR as to Norwegian law.


each substantially in the form distributed to the
Original Lenders prior to signing this Agreement.


7.                                 Other Documents and Evidence


A copy of any other Authorisation or other document,
opinion or assurance which the Facility Agent considers to be necessary (if it
has notified the Parent accordingly) in 



 135
 






 



connection with the entry into and performance of the
transactions contemplated by any Finance Document or for the validity and
enforceability of any Finance Document.


(a)                                      Evidence that the fees, costs and expenses then due
from the Parent pursuant to Clause 15 (Fees), Clause
20 (Costs and Expenses) and Clause 16.5 (Stamp Taxes) have been paid or will be paid by the first
Utilisation Date.


(b)                                     Due Diligence Report in a form capable of being relied
on by the Lenders.


(c)                                      A copy, certified by an authorised signatory of the
Parent to be a true copy, of the Original Financial Statements of each Original
Obligor.


(d)                                     A copy of the Subordinated Loan Agreement duly
executed by the parties thereto.


(e)                                      A certificate of the Parent (signed by a director)
certifying that a utilisation request requesting an advance of
£123,956,000  on or before the date of
the first Utilisation has been made by the Parent in accordance with Clause 2.1
of the Subordinated Loan Agreement.


(f)                                        The Hedging Strategy Letter duly executed by the
Parent.


(g)                                     Evidence that upon the date that the first Loan is
made:


(i)                        all Financial Indebtedness under the Existing
Facilities will be immediately repaid in full and all commitments under the
Existing Facilities cancelled; and


(ii)                     all of the existing Security relating to the Existing
Facilities will be immediately released.


(h)                                     A Certificate from a director of the Parent that at
the time the Parent and each of the Obligors incorporated in Ireland executed
this Agreement they form a “group of companies” for the purposes of Section 35
of the Irish Companies Act 1990.


(i)                                         A letter from AON addressed to the Agent, the
Arrangers, the Security Trustee, the Lenders, the Ancillary Lenders and the
Hedge Banks confirming that the insurance for the Group at the date of this
Agreement is at a level acceptable to the Agent and covering appropriate risks
carried out by the Group.


(j)                                         Funds flow statement in a form agreed by the Parent
and the Agent detailing the proposed movement of funds on the first Utilisation
Date.


(k)                                      Pro-forma balance sheet as at the first Utilisation
Date.



 136
 






 



Part
II

Conditions Precedent Required to be

Delivered by an Additional Obligor


1.                                 An Accession Letter executed by the Additional Obligor
and the Parent.


2.                                 A copy of the constitutional documents of the
Additional Obligor.


3.                                 A copy of a resolution of the board of directors of
the Additional Obligor:


(a)                                      approving the terms of, and the transactions
contemplated by, the Accession Letter and the Finance Documents and resolving
that it execute the Accession Letter and any other Finance Document to which it
is a party;


(b)                                     authorising a specified person or persons to execute
the Accession Letter and other Finance Documents on its behalf; and


(c)                                      authorising a specified person or persons, on its
behalf, to sign and/or despatch all other documents and notices (including, in
relation to an Additional Borrower, any Utilisation Request or Selection
Notice) to be signed and/or despatched by it under or in connection with the
Finance Documents to which it is a party; and


(d)                                     authorising the Parent to act as its agent in
connection with the Finance Documents.


4.                                 A specimen of the signature of each person authorised
by the resolution referred to in paragraph 3 above.


5.                                 A copy of a resolution signed by all the holders of
the issued shares of the Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Finance Documents to which the Additional
Guarantor is a party.


6.                                 A certificate of the Additional Obligor (signed by a
director) confirming that borrowing or guaranteeing or securing, as
appropriate, the Total Commitments would not cause any borrowing, guarantee,
security or similar limit binding on it to be exceeded.


7.                                 A certificate of an authorised signatory of the
Additional Obligor certifying that each copy document listed in:


(a)                                      this Part II of Schedule 2; and


(b)                                     if the Additional Obligor is listed in Part III (Transaction Security Documents and Security Related Documents to be
Delivered by Additional Obligors) of Schedule 2, Part III of
Schedule 2 relating to it,


is correct, complete and in full force and effect as
at a date no earlier than the date of the Accession Letter.


8.                                 If available, the latest audited financial statements
of the Additional Obligor.



 137
 






 



9.                                 The following legal opinions, each addressed to the
Facility Agent, the Security Trustee and the Lenders:


(a)                                      A legal opinion of the legal advisers to the Facility
Agent in England, as to English law in the form distributed to the Facility
Agent prior to signing the Accession Letter.


(b)                                     If the Additional Obligor is incorporated in a
jurisdiction other than England and Wales or executing a Finance Document which
is governed by a law other than English law, a legal opinion of the legal
advisers to the Facility Agent in the jurisdiction of incorporation of that
Additional Obligor or, as the case may be, the jurisdiction of the governing
law of that Finance Document (the “Relevant Jurisdiction”)
as to the law of the Relevant Jurisdiction and in the form distributed to the
Facility Agent prior to signing the Accession Letter.


10.                           If the proposed Additional Obligor is incorporated in
a jurisdiction other than England and Wales, evidence that the process agent
specified in Clause 43.2 (Service of Process),
if not an Original Obligor, has accepted its appointment in relation to the
proposed Additional Obligor.


11.                           In the case of an Additional Obligor incorporated in
Spain, the resolutions referred to in paragraphs 3 and 5 above, shall be
certified by the secretary or vice-secretary of the board of directors of such
Additional Obligor and endorsed by its chairman or vice-chairman, whose
signatures shall be legalised by a Spanish notary. In the case of an Additional
Borrower incorporated in Spain, a copy of the “Número
de Operación Financiera” (“NOF”) (Financial transaction number)
allocated by the Bank of Spain to its borrowings.


12.                           The Transaction Security Documents executed by the
Additional Obligor which are required by the Facility Agent.


13.                           Any notices or documents required to be given or
executed or made under the terms of those Transaction Security Documents.


14.                           An accession memorandum to the Subordination Agreement
executed by the Additional Obligor.


15.


(a)                                      If the Additional Obligor is incorporated in England
and Wales or Scotland:


(i)                        either a letter from the Parent to the Facility Agent
(attaching supporting evidence from the Parent’s English Solicitors) confirming
that the Additional Obligor is not prohibited by Section 151 of the Companies
Act 1985 from entering into the Finance Documents; and/or


(ii)                     evidence that the Additional Obligor has done all that
is necessary (including, without limitation, by re-registering as a private
company) to follow the procedures set out in Sections 151 to 158 of the
Companies



 138
 






 



Act 1985 in order to enable that Additional Obligor to
enter into the Finance Documents and perform its obligations under the Finance
Documents.  The following documentary
evidence shall be supplied: a copy of the statutory declarations and annexed
auditors reports, board resolutions, shareholders resolutions (if applicable),
a certificate of that Additional Obligor listing all directors at the time the
statutory declarations are made and a non-statutory comfort letter from its
auditors regarding its net asset position. 
The copy documents shall be certified by an authorised signatory of the
Additional Obligor as correct, complete and in full force and effect at a date
no earlier than the date of the Accession Letter.


(b)                                     If the Additional Obligor is not incorporated in
England and Wales or Scotland, such documentary evidence as legal counsel to
the Facility Agent may require, that such Additional Obligor has complied with
any law in its jurisdiction relating to financial assistance or analogous
process.


16.                           A copy of any other Authorisation or other document,
opinion or assurance which the Facility Agent considers to be necessary or
desirable in connection with the entry into and performance of the transactions
contemplated by the Accession Letter and each Finance Document to which the
Additional Obligor is a party or for the validity and enforceability of any
Finance Document or of any Transaction Security created or intended to be created
by the Additional Obligor.



 139
 






 



Part III


Transaction
Security Documents and Security Related Documents to be delivered by Additional
Obligors


	
  Name of
  Additional

  Obligor

  	
   

  	
  Capacity (Borrower

  and/or Guarantor)

  	
   

  	
  Description of

  Transaction Security

  Document and

  Transaction Security

  	
   

  	
  Description of Security

  related documents and

  other action to be taken

  by Additional Obligor

  to protect or perfect or

  give priority to

  Transaction Security

  
	
  [insert name]

  	
   

  	
  [Borrower]
  [Guarantor]

  	
   

  	
  [insert
  description]

  	
   

  	
   

  



 



 140














 


SCHEDULE 3

Requests


Part IA

Utilisation Request


Loans


From:         [Borrower] [Parent]*


To:             [Facility
Agent]


Dated:


Dear Sirs


Iron
Mountain Europe Limited – £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated 4 March 2004 (the “Facilities Agreement”)


1.                                 [We wish a Loan to be made on the following terms:


	
  (a)

  	
   

  	
  Borrower:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Proposed Utilisation Date:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Facility to be utilised:

  	
   

  	
  [Term Facility]/[Revolving Facility]**

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Currency of Loan:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Amount:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Interest Period:

  	
   

  	
  [·]

  



 


2.                                 We confirm that each condition specified in Clause 4.2
(Further Conditions Precedent) is
satisfied on the date of this Utilisation Request.


3.                                 [The proceeds of this Loan should be credited to [account]].


4.                                 This Utilisation Request is irrevocable.


5.                                 Terms used in this Request which are not defined in
this Request but are defined in the Facilities Agreement shall have the meaning
given to those terms in the Facilities Agreement.


	
  Yours faithfully

  
	
   

  	
   

  	
   

  
	
  authorised signatory for

  
	
  [the Parent on behalf of [insert
  name of relevant Borrower]]/ [insert name of Borrower]*

  



 


NOTES:






*                                                Amend
as appropriate.  The Request can be given
by the Borrower or by the Parent.



 141
 






 



**                                           Select
the Facility to be utilised and delete references to the other Facilities.



 142
 






 



Part
IB

Utilisation Request


Letters of Credit


From:      [Borrower]
[Parent](1)


To:          [Facility
Agent]


Dated:


Dear Sirs


Iron
Mountain Europe Limited – £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated 4 March 2004 (the “Facilities Agreement”)


1.                                 We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the Facilities Agreement
have the same meaning in this Utilisation Request unless given a different
meaning in this Utilisation Request.


2.                                 We wish to arrange for a Letter of Credit to be
[issued]/[renewed] by the Issuing Bank specified below (which has agreed to do
so) on the following terms:


	
  (a)

  	
   

  	
  Borrower:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Issuing Bank:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Proposed Utilisation Date:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Facility to be utilised:

  	
   

  	
  Revolving Facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Currency of Letter of Credit:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Amount:

  	
   

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  Term:

  	
   

  	
  [·]

  



 


3.                                 We confirm that each condition specified in paragraph
(c) of Clause 6.5 (Issue of Letters of
Credit) is satisfied on the date of this Utilisation Request.


4.                                 We attach a copy of the proposed Letter of Credit.


5.                                 [The purpose of this proposed Letter of Credit is
[•].](2)


6.                                 This Utilisation Request is irrevocable.






(1)      Not required for a renewal. 


(2)      Amend as appropriate.  The
Utilisation Request can be given by the Borrower or by the Parent. 



 143
 






 



 


	
   

  	
   

  	
   

  



authorised signatory
for



 144
 






 



Part II


Selection
Notice


Applicable
to a Term Loan


From:      Iron Mountain Europe Limited


To:          [Facility
Agent]


Dated:


Dear Sirs


Iron
Mountain Europe Limited - £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated 4 March 2004 (the “Facilities Agreement”)


We refer to the following Term Loan[s] in [identify
currency] with an Interest Period ending on [           ]*


[We request that the above Term Loan[s] be divided
into [             ] Term Loans  with the following Base Currency Amounts and
Interest Periods:]**


or


[We request that the next Interest Period for the
above Term Loan[s] is [     ]].***


We request that the above Term Loan[s] [is]/[are] [denominated in the
same currency for the next Interest Period]/[denominated in the following
currencies: [                        
].  As this results in a change of
currency we confirm that each condition specified in Clause 4.2 (Further
conditions precedent) is satisfied on the date of this Selection Notice.  The proceeds of any change in currency should
be credited to [account].] .


This Selection Notice is irrevocable.


Terms used in this Request which are not defined in
this Request but are defined in the Facilities Agreement shall have the meaning
given to those terms in the Facilities Agreement.


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  	
   

  
	
  authorised signatory for

  
	
  Iron Mountain Europe Limited

  



 






* Insert details of all
Term Loans in the same currency which have an Interest Period ending on the
same date.


** Use this option if
division of Loans is requested.


*** Use this option if
sub-division is not required.



 145
 






 



SCHEDULE 4

Mandatory Cost Formulae


1.                                 The Mandatory Cost is an addition to the interest rate
to compensate Lenders for the cost of compliance with (a) the requirements of
the Bank of England and/or the Financial Services Authority (or, in either
case, any other authority which replaces all or any of its functions) or (b)
the requirements of the European Central Bank.


2.                                 On the first day of each Interest Period (or as soon
as possible thereafter) the Facility Agent shall calculate, as a percentage
rate, a rate (the “Additional Cost Rate”)
for each Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the
Facility Agent as a weighted average of the Lenders’ Additional Cost Rates
(weighted in proportion to the percentage participation of each Lender in the
relevant Loan) and will be expressed as a percentage rate per annum.


3.                                 The Additional Cost Rate for any Lender lending from a
Facility Office in a Participating Member State will be the percentage notified
by that Lender to the Facility Agent. 
This percentage will be certified by that Lender in its notice to the
Facility Agent to be its reasonable determination of the cost (expressed as a
percentage of that Lender’s participation in all Loans made from that Facility
Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.


4.                                 The Additional Cost Rate for any Lender lending from a
Facility Office in the United Kingdom will be calculated by the Facility Agent
as follows:


(a)                                      in relation to a sterling Loan:





(b)                                     in relation to a Loan in any currency other than
sterling:





Where:


A                                           is the percentage of Eligible Liabilities (assuming
these to be in excess of any stated minimum) which that Lender is from time to
time required to maintain as an interest free cash ratio deposit with the Bank
of England to comply with cash ratio requirements.


B                                             is the percentage rate of interest (excluding the
Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional
rate of interest specified in paragraph (a) of Clause 12.3 (Default Interest)) payable for the relevant Interest Period
on the Loan.



 146
 






 



C                                             is the percentage (if any) of Eligible Liabilities
which that Lender is required from time to time to maintain as interest bearing
Special Deposits with the Bank of England.


D                                            is the percentage rate per annum payable by the Bank
of England to the Facility Agent on interest bearing Special Deposits.


E                                              is designed to compensate Lenders for amounts payable
under the Fees Rules and is calculated by the Facility Agent as being the
average of the most recent rates of charge supplied by the Reference Banks to
the Facility Agent pursuant to paragraph 7 below and expressed in pounds per
£1,000,000.


5.                                 For the purposes of this Schedule:


(a)                                      “Eligible Liabilities”
and “Special Deposits” have the meanings
given to them from time to time under or pursuant to the Bank of England Act
1998 or (as may be appropriate) by the Bank of England;


(b)                                     “Fees Rules”
means the rules on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to time in respect of
the payment of fees for the acceptance of deposits;


(c)                                      “Fee Tariffs”
means the fee tariffs specified in the Fees Rules under the activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant
to the Fees Rules but taking into account any applicable discount rate); and


(d)                                     “Tariff Base”
has the meaning given to it in, and will be calculated in accordance with, the
Fees Rules.


6.                                 In application of the above formulae, A, B, C and D
will be included in the formulae as percentages (i.e. 5 per cent. will be
included in the formula as 5 and not as 0.05). 
A negative result obtained by subtracting D from B shall be taken as
zero.  The resulting figures shall be
rounded to four decimal places.


7.                                 If requested by the Facility Agent, each Reference Bank
shall, as soon as practicable after publication by the Financial Services
Authority, supply to the Facility Agent, the rate of charge payable by that
Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank as being the average of the
Fee Tariffs applicable to that Reference Bank for that financial year) and
expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.


8.                                 Each Lender shall supply any information required by
the Facility Agent for the purpose of calculating its Additional Cost
Rate.  In particular, but without
limitation, each Lender shall supply the following information on or prior to
the date on which it becomes a Lender:


(a)                                      the jurisdiction of its Facility Office; and



 147
 






 



(b)                                     any other information that the Facility Agent may
reasonably require for such purpose.


Each Lender shall promptly notify the Facility Agent
of any change to the information provided by it pursuant to this paragraph.


9.                                 The percentages of each Lender for the purpose of A
and C above and the rates of charge of each Reference Bank for the purpose of E
above shall be determined by the Facility Agent based upon the information
supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Facility Agent to the contrary, each Lender’s
obligations in relation to cash ratio deposits and Special Deposits are the
same as those of a typical bank from its jurisdiction of incorporation with a
Facility Office in the same jurisdiction as its Facility Office.


10.                           The Facility Agent shall have no liability to any
person if such determination results in an Additional Cost Rate which over or
under compensates any Lender and shall be entitled to assume that the
information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.


11.                           The Facility Agent shall distribute the additional
amounts received as a result of the Mandatory Cost to the Lenders on the basis
of the Additional Cost Rate for each Lender based on the information provided
by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.


12.                           Any determination by the Facility Agent pursuant to
this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost
Rate or any amount payable to a Lender shall, in the absence of manifest error,
be conclusive and binding on all Parties.


13.                           The Facility Agent may from time to time, after
consultation with the Parent and the Lenders, determine and notify to all
Parties any amendments which are required to be made to this Schedule in order
to comply with  any change in law,
regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in
any case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be conclusive
and binding on all Parties.



 148
 






 



SCHEDULE 5

Form Of Transfer Certificate


To:             [·]
as Facility Agent


From:                           [The Existing Lender] (the “Existing
Lender”) and [The New Lender]
(the “New Lender”)


Dated:


Iron
Mountain Europe Limited — £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated 4
March 2004 (the “Facilities Agreement”)


1.                                 We refer to Clause 27.5 (Procedure
for Transfer):


(a)                                      The Existing Lender and the New Lender agree to the
Existing Lender and the New Lender transferring by novation all or part of the
Existing Lender’s Commitment, rights and obligations referred to in the
Schedule in accordance with Clause 27.5 (Procedure for Transfer).


(b)                                     The proposed Transfer Date is [·].


(c)                                      The Facility Office and address, fax number and
attention details for notices of the New Lender for the purposes of Clause 36.2
(Addresses) are set out in the Schedule.


2.                                 The New Lender expressly acknowledges the limitations
on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of Responsibility of Existing Lenders).


3.                                 The New Lender hereby expressly consents to the
declarations of the Security Trustee made on behalf and in the name of the New
Lender as Future Pledgee (as defined in the German Share Pledge Agreement) in
the German Share Pledge Agreement. The New Lender confirms that it is aware of
the contents of the German Share Pledge Agreement.


4.                                 This Transfer Certificate is governed by English law.


5.                                 Terms which are used in this Transfer Certificate
which are not defined in this Transfer Certificate but are defined in the
Facilities Agreement shall have the meaning given to those terms in the
Facilities Agreement.



 149
 






 



THE
SCHEDULE


Commitment/rights
and obligations to be transferred


[insert relevant
details]


[Facility Office address, fax number and attention details for notices
and account details for payments,]


	
  [Existing Lender]

  	
  [New Lender]

  
	
   

  	
   

  
	
  By:

  	
  By:

  



 


This Transfer Certificate
is accepted by the Facility Agent and the Transfer Date is confirmed as [·].


[Facility Agent]


By:



 150














 


SCHEDULE 6

Form Of Accession Letter


To:             [·]
as Facility Agent


From:         [[Subsidiary] and
Iron Mountain Europe Limited] [Affiliate of Lender]


Dated:


Dear Sirs


Iron
Mountain Europe Limited – £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated 4 March 2004 (the “Facilities Agreement”)


1.                                 [Subsidiary]
[Affiliate of Lender] agrees to become [an Additional [Borrower]/[Guarantor]]
[a Hedging Bank] and to be bound by the terms of the Facilities Agreement, the
Subordination Agreement and the other Finance Documents as [an Additional
[Borrower]/[Guarantor]] [a Hedge Bank] pursuant to Clause [28.2 (Additional Borrowers)]/[Clause 28.3 (Additional
Guarantors)] [Clause 27.8 (Affiliates
of Lenders as Hedge Banks)] of the Facility Agreement [and as an
[Obligor] pursuant to Clause [·] of the Subordination Agreement. [Subsidiary] is a company duly incorporated under the laws of
[name of relevant jurisdiction] and is a
limited liability company and registered number [·]].


2.                                 [Subsidiary’s]
administrative details are as follows:


Address:


Fax No.:


Attention:


3.                                 [The Parent confirms that no Default is continuing or
would occur as a result of a [Subsidiary] becoming an additional Borrower.]*


4.                                 This letter is governed by English law.


5.                                 Terms which are used in this Accession Letter which
are not defined in this Accession Letter but are defined in the Facilities
Agreement shall have the meaning given to those terms in the Facilities
Agreement.


[This Guarantor Accession Letter is entered into by
deed.]**


	
  Iron Mountain Europe Limited

  	
   

  	
  [Subsidiary]

  




 151
 






 



NOTES:






*                               Insert
if Accession Letter is for an Additional Borrower.


**                        If the
Facilities are fully drawn there may be an issue in relation to past
consideration for a proposed Additional Guarantor.  This can be overcome by acceding by way of
deed.



 152
 






 



SCHEDULE 7

Form Of Compliance Certificate


To:             [·]
as Facility Agent


From:         Iron Mountain Europe Limited


Dated:


Dear Sirs


Iron
Mountain Europe Limited - £200,000,000 Multicurrency Term and Revolving Credit
Facilities Agreement dated [·] (the “Facilities Agreement”)


1.                                 We refer to the Facilities Agreement.  This is a Compliance Certificate.


2.                                 We confirm that:


(a)                                      in respect of the Relevant Period ending on [·] EBITDA for such Relevant Period was [·] and Consolidated Net Finance Charges for such
Relevant Period were [·].  Therefore
EBITDA for such Relevant Period was [·] times Consolidated Net Finance Charges for such
Relevant Period and the covenant contained in paragraph (b) of Clause 24.2 (Financial condition) [has/has not] been complied with;


(b)                                     on the last day of the Relevant Period ending on [·] Consolidated Total Net Debt was [·] and EBITDA for such Relevant Period was [·].  Therefore
Consolidated Total Net Debt at that time was [greater than or equal to [·] times EBITDA for such Relevant Period]/[less than [·] times EBITDA for such Relevant Period but greater
than or equal to [·] times EBITDA for such Relevant Period]/[less than [·] times EBITDA for such Relevant Period].


3.                                 [We confirm that no Default is continuing.]*


4.                                 We confirm that the following companies constitute
Material Companies for the purposes of the Facility Agreement: [·].


We confirm that:


(a)                                      the aggregate of the unconsolidated earnings before
interest, tax, depreciation and amortisation (calculated on the same basis as
EBITDA) of the Guarantors and the aggregate gross assets and aggregate turnover
of the Guarantors (in each case calculated on an unconsolidated basis and
excluding all intra-group items) represents not less than [·] per cent of EBITDA, and consolidated gross assets
and consolidated turnover of the Group;


(b)                                     the aggregate of the unconsolidated earnings before
interest, tax, depreciation and amortisation (calculated on the same basis as
EBITDA) of the Guarantors and the Pledged Companies and the aggregate gross
assets and aggregate turnover of the Guarantors and the Pledged Companies (in
each case



 153
 






 



calculated on an unconsolidated basis and excluding
all intra-group items) represents not less than [·] per cent of EBITDA, and consolidated gross assets
and consolidated turnover of the Group.


	
  Signed

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
  Finance Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  of

  	
   

  	
  of

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Iron Mountain Europe Limited

  	
   

  	
  Iron Mountain Europe Limited

  



 


	
  [insert applicable certification language]

  
	
   

  
	
   

  	
   

  
	
  for and on
  behalf of

  
	
  [name
  of auditors of the Parent]

  



 


NOTES:






*                               If
this statement cannot be made, the certificate should identify any Default that
is continuing and the steps, if any, being taken to remedy it.



 154
 






 



SCHEDULE 8

Timetables


Part
I


	
   

  	
   

  	
  Loans in euro

  	
   

  	
  Loans in

  sterling

  	
   

  	
  Loans in other

  currencies

  
	
  Facility Agent notifies the Parent if a currency is
  approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)
  and Clause 8.1 (Selection of currency)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  U-4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery of a duly completed Utilisation Request
  (Clause 5.1 (Delivery of a Utilisation Request) or a Selection Notice (Clause
  13.1 (Selection of Interest Periods and Terms))

  	
   

  	
  U-3

  

  9.30am

  	
   

  	
  U-1

  

  9.30am

  	
   

  	
  U-3

  

  9.30am

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent determines (in relation to a
  Utilisation) the Base Currency Amount of the Loan, if required under Clause
  5.4 (Lenders’ participation) and Clause 8.1 (Selection of currency)

  	
   

  	
  U-3

  

  noon

  	
   

  	
  U-1

  

  noon

  	
   

  	
  U-3

  

  noon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent notifies the Lenders of the Loan in
  accordance with Clause 5.4 (Lenders’ participation)

  	
   

  	
  U-3

  

  3.00pm

  	
   

  	
  U-1 3.00pm

  	
   

  	
  U-3 3.00pm

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent receives a notification from a Lender
  under Clause 8.2 (Unavailability of a currency)

  	
   

  	
  U-1

  

  5.00pm

  	
   

  	
  U-1

  

  5.00pm

  	
   

  	
  U-1

  

  5.00pm

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent gives notice in accordance with
  Clause 8.2 (Unavailability of a currency)

  	
   

  	
  U- 2

  

  9.30am

  	
   

  	
  U

  

  9.30am

  	
   

  	
  U-2

  

  9.30am

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent determines amount of a Term Loan in
  the Optional Currency in accordance with Clause 8.4 (Same Optional Currency
  during successive Interest Periods)

  	
   

  	
  U- 2

  

  9.30am

  	
   

  	
  U 

  

  9.30am

  	
   

  	
  U-2 

  

  9.30am

  



 



 155
 






 



 


	
  LIBOR is fixed

  	
   

  	
  Quotation Day as of 11:00 a.m.

  	
   

  	
  Quotation Day as of 11:00 a.m.

  	
   

  	
  Quotation Day as of 11:00 a.m.

  



 






“U”            =          date of utilisation


“U - X”      =          X
Business Days prior to date of utilisation



 156
 






 



Part II


Letters
of Credit


	
  

  	
   

  	
  Letters of Credit

  
	
   

  	
   

  	
   

  
	
  Delivery of a duly completed Utilisation Request
  (Clause 5.1 (Delivery of a Utilisation
  Request for Letters of Credit)

  	
   

  	
  U3

  9.30am

  
	
   

  	
   

  	
   

  
	
  Agent determines (in relation to a Utilisation) the Base Currency Amount of
  the Letter of Credit if required under paragraph (e) of Clause 6.5 (Issue of Letters of Credit) and notifies
  the Issuing Bank and Lenders of the Letter of Credit in accordance with
  paragraph (e) of Clause 6.5 (Issue of
  Letters of Credit).

  	
   

  	
  U-3

  3.00pm

  
	
   

  	
   

  	
   

  
	
  Delivery of duly completed Renewal Request

  	
   

  	
   

  



 






“U”         =              date
of utilisation


“U-X”     =              Business
Days prior to date of utilisation



 157
 






 



SCHEDULE 9

Material Companies


Iron Mountain Europe
Limited


Iron Mountain (UK)
Limited


Iron Mountain Nederland
B.V.



 158
 






 



SCHEDULE 10

LMA Confidentiality Undertaking


[Letterhead
of Seller/Seller’s agent/broker]


To:


	
  

  	
   

  	
  [insert name of Potential Purchaser/Purchaser’s
  agent/broker]

  



 


Re:          The
Agreement


Borrower:


 


Date:


 


Amount:


 


Agent:


 


Dear Sirs


We understand that you
are considering [acquiring](a)/[arranging the acquisition of](b) an interest in
the Agreement (the “Acquisition”).  In consideration of us agreeing to make
available to you certain information, by your signature of a copy of this
letter you agree as follows:


1.                                 Confidentiality Undertaking


You undertake (a) to keep the Confidential Information
confidential and not to disclose it to anyone except as provided for by
paragraph 2 below and to ensure that the Confidential Information is protected
with security measures and a degree of care that would apply to your own
confidential information, (b) to use the Confidential Information only for the
Permitted Purpose, (c) to use all reasonable endeavours to ensure that any
person to whom you pass any Confidential Information (unless disclosed under
paragraph 2[(c)/(d)](c) below) acknowledges and complies with the provisions of
this letter as if that person were also a party to it, and (d) not to make
enquiries of any member of the Group or any of their officers, directors,
employees or professional advisers relating directly or indirectly to the
Acquisition.






(a)      delete
if addressee is acting as broker or agent.


(b)     delete
if addressee is acting as principal.


(c)  delete as
applicable.



 159
 






 



2.             Permitted Disclosure


 


We agree that you may disclose Confidential
Information:


(a)                                      to members of the Purchaser Group and their officers,
directors, employees and professional advisers to the extent necessary for the
Permitted Purpose and to any auditors of members of the Purchaser Group;2


(b)                                     [subject to the requirements of the Agreement, in
accordance with the Permitted Purpose so long as any prospective purchaser has
delivered a letter to you in equivalent form to this letter;]


[(b/c)]3                subject to the requirements of the Agreement, to any
person to (or through) whom you  assign
or transfer (or may potentially assign or transfer) all or any of the rights,
benefits and obligations which you may acquire under the Agreement or with (or
through) whom you enter into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments
are to be made by reference to, the Agreement or the Borrower or any member of
the Group in each case so long as that person has delivered a letter to you in
equivalent form to this letter; and


[(c/d)]3                (i) where requested or required by any court of
competent jurisdiction or any competent judicial, governmental, supervisory or
regulatory body, (ii) where required by the rules of any stock exchange on
which the shares or other securities of any member of the Purchaser Group are
listed or (iii) where required by the laws or regulations of any country with
jurisdiction over the affairs of any member of the Purchaser Group.


3.                                 Notification of Required or
Unauthorised Disclosure


You agree (to the extent permitted by law) to inform
us of the full circumstances of any disclosure under paragraph 2[(c)/(d)]3 or upon
becoming aware that Confidential Information has been disclosed in breach of
this letter.


4.                                 Return of Copies


If we so request in writing, you shall return all
Confidential Information supplied to you by us and destroy or permanently erase
all copies of Confidential Information made by you and use all reasonable
endeavours to ensure that anyone to whom you have supplied any Confidential
Information destroys or permanently erases such Confidential Information and any
copies made by them, in each case save to the extent that you or the recipients
are required to retain any such Confidential Information by any applicable law,
rule or regulation or by any competent judicial, governmental, supervisory or
regulatory body or in accordance with internal policy, or where the
Confidential Information has been disclosed under paragraph 2[(c)/(d)]3 above.



 160














 


5.                                 Continuing Obligations


The obligations in this letter are continuing and, in
particular, shall survive the termination of any discussions or negotiations
between you and us.  Notwithstanding the
previous sentence, the obligations in this letter shall cease (a) if you become
a party to or otherwise acquire (by assignment or sub-participation) an
interest, direct or indirect, in the Agreement or (b) twelve months after you
have returned all Confidential Information supplied to you by us and destroyed
or permanently erased all copies of Confidential Information made by you (other
than any such Confidential Information or copies which have been disclosed
under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to
paragraph 4 above, are not required to be returned or destroyed).


6.                                 No Representation; Consequences of
Breach, etc


You acknowledge and agree that:


(a)                                      neither we, [nor our principal](d) nor any member of
the Group nor any of our or their respective officers, employees or advisers (each
a “Relevant Person”) (i) make any
representation or warranty, express or implied, as to, or assume any
responsibility for, the accuracy, reliability or completeness of any of the
Confidential Information or any other information supplied by us or the assumptions
on which it is based or (ii) shall be under any obligation to update or correct
any inaccuracy in the Confidential Information or any other information
supplied by us or be otherwise liable to you or any other person in respect to
the Confidential Information or any such information; and


(b)                                     we [or our principal](4) or members of the Group may
be irreparably harmed by the breach of the terms hereof and damages may not be
an adequate remedy; each Relevant Person may be granted an injunction or specific
performance for any threatened or actual breach of the provisions of this
letter by you.


7.                                 No Waiver; Amendments, etc


This letter sets out the full extent of your
obligations of confidentiality owed to us in relation to the information the
subject of this letter.  No failure or
delay in exercising any right, power or privilege hereunder will operate as a
waiver thereof nor will any single or partial exercise of any right, power or
privilege preclude any further exercise thereof or the exercise of any other
right, power or privileges hereunder. 
The terms of this letter and your obligations hereunder may only be
amended or modified by written agreement between us.


8.                                 Inside Information


You acknowledge that some or all of the Confidential
Information is or may be price-sensitive information and that the use of such
information may be regulated or 






(d) delete if letter is sent out by the Seller rather than the Seller's
broker or agent.



 161
 






 



 


prohibited by applicable legislation relating to
insider dealing and you undertake not to use any Confidential Information for
any unlawful purpose.


9.                                 Nature of Undertakings


The undertakings given by you under this letter are
given to us and (without implying any fiduciary obligations on our part) are
also given for the benefit of [our principal,](4) the Borrower and each other
member of the Group.


10.                           Third Party Rights


(a)                                      Subject to this paragraph 10 and to paragraphs 6 and
9, a person who is not a party to this letter has no right under the Contracts
(Rights of Third Parties) Act 1999 (the “Third
Parties Act”) to enforce or to enjoy the benefit of any term of this
letter.


(b)                                     The Relevant Persons may enjoy the benefit of the
terms of paragraphs 6 and 9 subject to and in accordance with this paragraph 10
and the provisions of the Third Parties Act.


(c)                                      The parties to this letter do not require the consent
of the Relevant Persons to rescind or vary this letter at any time.


11.                           Governing Law and Jurisdiction


(a)                                      This letter (including the agreement constituted by
your acknowledgement of its terms) is governed by English law.


(b)                                     The parties submit to the non-exclusive jurisdiction
of the English courts.


12.                           Definitions


In this letter (including the acknowledgement set out
below) terms defined in the Agreement shall, unless the context otherwise
requires, have the same meaning and:


“Confidential
Information” means any information relating to the Borrower, the
Group, the Agreement and/or the Acquisition provided to you by us or any of our
affiliates or advisers, in whatever form, and includes information given orally
and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but
excludes information that (a) is or becomes public knowledge other than as a
direct or indirect result of any breach of this letter or (b) is known by you
before the date the information is disclosed to you by us or any of our
affiliates or advisers or is lawfully obtained by you thereafter, other than
from a source which is connected with the Group and which, in either case, as
far as you are aware, has not been obtained in violation of, and is not
otherwise subject to, any obligation of confidentiality;


“Group”
means the Borrower and each of its holding companies and subsidiaries and each
subsidiary of each of its holding companies (as each such term is defined in
the Companies Act 1985);



 162
 






 



 


“Permitted Purpose”
means [subject to the terms of this letter, passing on information to a
prospective purchaser for the purpose of](2) considering and evaluating whether
to enter into the Acquisition; and


“Purchaser Group”
means you, each of your holding companies and subsidiaries and each subsidiary
of each of your holding companies (as each such term is defined in the Companies
Act 1985).


Please acknowledge your
agreement to the above by signing and returning the enclosed copy.


	
  Yours faithfully

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
   

  
	
   

  	
   

  
	
  [Seller/Seller’s
  agent/broker]

  	
   

  
	
   

  	
   

  
	
  To:       [Seller]

  	
   

  
	
   

  	
   

  
	
  [Seller’s agent/broker]

  	
   

  
	
   

  	
   

  
	
  The Borrower and
  each other member of the Group

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  We acknowledge
  and agree to the above:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
   

  
	
   

  	
   

  
	
  [Potential
  Purchaser/Purchaser’s agent/broker]

  	
   

  



 



 163
 






 



 


SCHEDULE 11


Part
I

Existing Retained Facilities


	
  Company Name

  	
   

  	
  Existing Facility

  	
   

  	
  Particulars of

  Indebtedness

  	
   

  	
  Total commitment

  as at the date of

  this Agreement

  	
   

  
	
  Societe
  Civile Immobiliere du Chemin Cornillon

  	
   

  	
  Credit Industriel et Commercial - construction loan
  secured on Paris building

  	
   

  	
  €

  	
  83,863

  	
   

  	
  €

  	
  83,863

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe
  Civile Immobiliere du Chemin Cornillon

  	
   

  	
  Banque du Credit Mutuel - construction loan secured
  on Paris building

  	
   

  	
  €

  	
  125,696

  	
   

  	
  €

  	
  125,696

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe
  Civile Immobiliere du Chemin Cornillon

  	
   

  	
  Banque Nationale de Paris - construction loan secured
  on Paris building

  	
   

  	
  €

  	
  207,154

  	
   

  	
  €

  	
  207,154

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain España S.A.

  	
   

  	
  Banco Santander - 10 year mortgage loan secured on
  Daganzo building

  	
   

  	
  €

  	
  1,361,064

  	
   

  	
  €

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain España S.A.

  	
   

  	
  Banco Sabadell - overdraft facility

  	
   

  	
  In credit

  	
   

  	
  €

  	
  300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain España S.A.

  	
   

  	
  La Caixa - overdraft facility

  	
   

  	
  In credit

  	
   

  	
  €

  	
  300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain Iberica S.L.

  	
   

  	
  Banco Pastor - loan

  	
   

  	
  €

  	
  1,725

  	
   

  	
  €

  	
  1,725

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain Ireland Limited

  	
   

  	
  Bank of Scotland (formerly ICC Bank plc)- Racking
  loan

  	
   

  	
  €

  	
  75,848

  	
   

  	
  €

  	
  75,848

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain Ireland Limited

  	
   

  	
  ACC Bank Asset Finance - Finance Lease (Lansing fork
  lift)

  	
   

  	
  €

  	
  8,308

  	
   

  	
  €

  	
  8,308

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron
  Mountain Nederland B.V.

  	
   

  	
  ABN Onroerend Goed Lease B.V. - Finance Lease

  	
   

  	
  €

  	
  247,877.50

  	
   

  	
  €

  	
  247,877.50

  	
   

  



 



 164
 






 



 


	
  Company Name

  	
   

  	
  Existing Facility

  	
   

  	
  Particulars of

  Indebtedness

  	
   

  	
  Total commitment

  as at the date of

  this Agreement

  	
   

  
	
  Iron
  Mountain Nederland B.V.

  	
   

  	
  ABN Amro

  	
   

  	
  €

  	
  104,056

  	
   

  	
  €

  	
  104,056

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain Nederland
  B.V.

  	
   

  	
  Fortis Bank

  	
   

  	
  €

  	
  75,203

  	
   

  	
  €

  	
  75,203

  	
   

  



 



 165
 






 



 


Part
II


Existing
Retained Security


	
  Company Name

  	
   

  	
  Date of

  Creation

  	
   

  	
  Type of

  Security

  	
   

  	
  Chargee

  	
   

  	
  Maximum

  Amount

  Secured

  	
   

  	
  Short Particulars

  
	
  Societe Civile
  Immobiliere du Chemin Cornillon

  	
   

  	
  08/02/96

  	
   

  	
  Guarantee/ Charge

  	
   

  	
  Banque due Credit Mutuel

  	
   

  	
  €

  	
  125,696

  	
   

  	
  Building

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  08/02/96

  	
   

  	
  Guarantee/ Charge

  	
   

  	
  BNP Paribas

  	
   

  	
  €

  	
  207,154

  	
   

  	
  Building

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  08/02/96

  	
   

  	
  Guarantee/ Charge

  	
   

  	
  CIS Bank

  	
   

  	
  €

  	
  83,863

  	
   

  	
  Building

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain España
  S.A.

  	
   

  	
  26/12/02

  	
   

  	
  Mortgage

  	
   

  	
  Banco Santander

  	
   

  	
  €

  	
  1,500,000

  	
   

  	
  Building

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain Ireland
  Limited

  	
   

  	
  23/08/1996

  

  

  26/06/1998

  

  23/08/1996

  	
   

  	
  Chattel Mortgage

  

  Chattel Mortgage

  Debenture

  	
   

  	
  Bank of Scotland (formerly ICC Bank plc)

  	
   

  	
  €

  	
  75,848

  	
   

  	
  Racking

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15/03/2001

  	
   

  	
  Guarantee/ Charge

  	
   

  	
  ACC Bank Asset Finance

  	
   

  	
  €

  	
  8,308

  	
   

  	
  Lansing FLT

  



 



 166
 






 



 


	
  Company Name

  	
   

  	
  Date of

  Creation

  	
   

  	
  Type of

  Security

  	
   

  	
  Chargee

  	
   

  	
  Maximum

  Amount

  Secured

  	
   

  	
  Short Particulars

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain Nederland
  B.V.

  	
   

  	
  1/11/1988

  

  

  2/5/1989

  	
   

  	
  Deed of Mortgage

  

  Second Deed of Mortgage

  	
   

  	
  ABN Onroerend Goed Lease B.V.

  	
   

  	
  €

  	
  1,043,694.49

  	
   

  	
  Land lease Schepenbergweg 1 in Amsterdam, recorded
  in the Land Register

  as municipality of Weesperkarspel, section M, number 254

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain Nederland
  B.V.

  	
   

  	
  25/11/1996

  29/12/1997

  3/10/2000

  	
   

  	
  Pledges of bank accounts

  	
   

  	
  ABN Amro

  	
   

  	
  €

  	
  104,056

  	
   

  	
  Bank Accounts:

  (i) 51.41.09.289

  (ii) 51.64.24.556

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Iron Mountain Nederland
  B.V.

  	
   

  	
   

  	
   

  	
  Pledge of bank accounts

  	
   

  	
  Fortis Bank

  	
   

  	
  €

  	
  75,203

  	
   

  	
  Bank Accounts: (i) 24.46.24.070 (ii) 63.18.86.184
  (iii) 63.18.86.230

  



 



 167
 






 



 


SCHEDULE 12

FORM OF LETTER OF CREDIT


To:          [Beneficiary](the
“Beneficiary”)


Date                           


Irrevocable
Standby Letter of Credit no. [•]


At the request of [•], [Issuing Bank] (the “Issuing Bank”) issues this irrevocable
standby Letter of Credit (“Letter of Credit”) in your favour on the following
terms and conditions:


1.                                 Definitions


In this Letter of Credit:


“Business Day”
means a day (other than a Saturday or a Sunday) on which banks are open for
general business in [London].*


“Demand”
means a demand for a payment under this Letter of Credit in the form of the
schedule to this Letter of Credit.


“Expiry Date”
means [·].


“Total L/C Amount”
means [·].


2.                                 Issuing Bank’s agreement


(a)                                      The Beneficiary may request a drawing or drawings
under this Letter of Credit by giving to the Issuing Bank a duly completed
Demand.  A Demand must be received by the
Issuing Bank by [•] p.m. ([London] time) on the Expiry Date.


(b)                                     Subject to the terms of this Letter of Credit, the
Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary
that, within [ten] Business Days of receipt by it of a Demand, it must pay to
the Beneficiary the amount demanded in that Demand.


(c)                                      The Issuing Bank will not be obliged to make a payment
under this Letter of Credit if as a result the aggregate of all payments made
by it under this Letter of Credit would exceed the Total L/C Amount.


3.                                 Expiry


(a)                                      The Issuing Bank will be released from its obligations
under this Letter of Credit on the date (if any) notified by the Beneficiary to
the Issuing Bank as the date upon which the obligations of the Issuing Bank
under this Letter of Credit are released.


(b)                                     Unless previously released under paragraph (a) above,
on [•] p.m.([London] time) on the Expiry Date the obligations of the Issuing
Bank under this Letter 



 168
 






 



 


of Credit will cease with no further liability on the
part of the Issuing Bank except for any Demand validly presented under the
Letter of Credit that remains unpaid.


(c)                                      When the Issuing Bank is no longer under any further
obligations under this Letter of Credit, the Beneficiary must return the
original of this Letter of Credit to the Issuing Bank.


4.                                 Payments


All payments under this Letter of Credit shall be made
in [·] and for value on the due date to the account of the Beneficiary
specified in the Demand.


5.                                 Delivery of Demand


Each Demand shall be in writing, and, unless otherwise
stated, may be made by letter, fax or telex and must be received in legible
form by the Issuing Bank at its address and by the particular department or
office (if any) as follows:


[


                         ]


6.                                 Assignment


The Beneficiary’s rights under this Letter of Credit
may not be assigned or transferred.


7.                                 ISP


Except to the extent it is inconsistent with the
express terms of this Letter of Credit, this Letter of Credit is subject to the
International Standby Practices (ISP 98), International Chamber of Commerce
Publication No. 590.


8.                                 Governing Law


This Letter of Credit is governed by English law.


9.                                 Jurisdiction


The courts of England have exclusive jurisdiction to
settle any dispute arising out of or in connection with this Letter of Credit.



 169
 






 



 


Yours faithfully


 


[Issuing Bank]


By:


 


NOTES:






*                                        This
may need to be amended depending on the currency of payment under the Letter of
Credit.



 170














 


SIGNATURES


THE PARENT


IRON MOUNTAIN EUROPE LIMITED


	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  Attention:

  	
  Finance Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE ORIGINAL BORROWERS

  
	
   

  
	
  IRON MOUNTAIN EUROPE LIMITED

  
	
   

  
	
   

  	
  RICHARD HODGSON

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  IRON MOUNTAIN (UK) LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  DOCUMENT AND INFORMATION MANAGEMENT SERVICES
  LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  



 



 171
 






 



 


	
   

  
	
  THE ORIGINAL GUARANTORS

  
	
   

  
	
  IRON MOUNTAIN EUROPE LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  IRON MOUNTAIN (UK) LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  DOCUMENT AND INFORMATION MANAGEMENT SERVICES
  LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  THE DOCUMENT STORAGE COMPANY LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  



 



 172
 






 



 


	
  IRON MOUNTAIN HOLDINGS (EUROPE) LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  MILLER DATA MANAGEMENT LIMITED

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Third Floor

  
	
   

  	
  Cottons Centre

  
	
   

  	
  Tooley Street

  
	
   

  	
  London SE1 2TT

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 939 1507

  
	
   

  	
   

  
	
  IRON MOUNTAIN IRELAND (HOLDINGS) LIMITED

  
	
   

  
	
  By:

  	
  CLIVE DRYSDALE

  
	
   

  	
   

  
	
  Address:

  	
  Unit 17

  
	
   

  	
  Crag Terrace

  
	
   

  	
  Clondalkin Industrial Estate

  
	
   

  	
  Dublin 22

  
	
   

  	
   

  
	
  Fax:

  	
  + 353 (0) 1 457 1023

  
	
   

  	
   

  
	
   

  	
   

  
	
  IRON MOUNTAIN IRELAND LIMITED

  
	
   

  
	
  By:

  	
  CLIVE DRYSDALE

  
	
   

  	
   

  
	
  Address:

  	
  Unit 17

  
	
   

  	
  Crag Terrace

  
	
   

  	
  Clondalkin Industrial Estate

  
	
   

  	
  Dublin 22

  
	
   

  	
   

  
	
  Fax:

  	
  + 353 (0) 1 457 1023

  



 



 173
 






 



 


	
  IRON MOUNTAIN NEDERLAND HOLDINGS B.V.

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Cairostraat 1

  
	
   

  	
  3047 BB Rotterdam

  
	
   

  	
  Nederland

  
	
   

  	
   

  
	
  Fax:

  	
  + 31 (0) 10462 4120

  
	
   

  	
   

  
	
   

  	
   

  
	
  IRON MOUNTAIN NEDERLAND B.V.

  
	
   

  
	
  By:

  	
  RICHARD HODGSON

  
	
   

  	
   

  
	
  Address:

  	
  Cairostraat 1

  
	
   

  	
  3047 BB Rotterdam

  
	
   

  	
  Nederland

  
	
   

  	
   

  
	
  Fax:

  	
  + 31 (0) 10462 4120

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE ARRANGERS

  
	
   

  
	
  BARCLAYS CAPITAL (the investment banking
  division of Barclays Bank PLC)

  
	
   

  
	
  By:

  	
  JOHN LOOMES

  
	
   

  	
   

  
	
  Address:

  	
  5 The North Colonnade

  
	
   

  	
  Canary Wharf

  
	
   

  	
  London E14 4BB

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 773 1572

  
	
   

  	
   

  
	
  Attention:

  	
  John Loomes

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE GOVERNOR & COMPANY OF THE BANK OF
  SCOTLAND

  
	
   

  
	
  By:

  	
  NORMAN SCOTT

  
	
   

  	
   

  
	
  Address:

  	
  3rd Floor

  
	
   

  	
  New Uberior House

  
	
   

  	
  11 Earl Grey Street

  
	
   

  	
  Edinburgh

  
	
   

  	
   

  
	
  Fax:

  	
  0131 659 0674

  
	
   

  	
   

  
	
  Attention:

  	
  Fiona Ross

  



 



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  THE FACILITY AGENT

  
	
   

  
	
  THE GOVERNOR & COMPANY OF THE BANK OF
  SCOTLAND

  
	
   

  
	
  By:

  	
  NORMAN SCOTT

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Banking

  
	
   

  	
  123 St Vincent Street

  
	
   

  	
  Glasgow

  
	
   

  	
  G2 5EA

  
	
   

  	
   

  
	
  Fax:

  	
  0141 207 1205

  
	
   

  	
   

  
	
  Attention:

  	
  Alison Campbell

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE SECURITY TRUSTEE

  
	
   

  
	
  THE GOVERNOR & COMPANY OF THE BANK OF
  SCOTLAND

  
	
   

  
	
  By:

  	
  NORMAN SCOTT

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Banking

  
	
   

  	
  123 St Vincent Street

  
	
   

  	
  Glasgow

  
	
   

  	
  G2 5EA

  
	
   

  	
   

  
	
  Fax:

  	
  0141 207 1205

  
	
   

  	
   

  
	
  Attention:

  	
  Alison Campbell

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE LENDERS

  	
   

  
	
   

  	
   

  
	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  
	
  By:

  	
  ANDREW ARMAH KWANTRENG

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Operations

  
	
   

  	
  AIB Bankcentre

  
	
   

  	
  Ballsbridge

  
	
   

  	
  Dublin 4

  
	
   

  	
  Ireland

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 726 8735

  
	
   

  	
   

  
	
  Attention:

  	
  Antoinette Dunleavy

  



 



 175
 






 



 


	
  BARCLAYS BANK PLC

  
	
   

  
	
  By:

  	
  JOHN LOOMES

  
	
   

  	
   

  
	
  Address:

  	
  Barclays Capital Global Services Unit

  
	
   

  	
  7th Floor

  
	
   

  	
  10 The South Colonnade

  
	
   

  	
  Canary Wharf

  
	
   

  	
  London E14 4BB

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 773 6807

  
	
   

  	
   

  
	
  Attention:

  	
  Graham Smart

  
	
   

  	
   

  
	
   

  	
   

  
	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  
	
  By:

  	
  KEITH BARNISH

  
	
   

  	
   

  
	
  Address:

  	
  One Canada Square

  
	
   

  	
  Canary Wharf

  
	
   

  	
  London E14 5AD

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 516 5966

  
	
   

  	
   

  
	
  Attention:

  	
  Neils Ribeiro

  
	
   

  	
   

  
	
   

  	
   

  
	
  HSBC BANK PLC

  
	
   

  
	
  By:

  	
  SHARON HILL

  
	
   

  	
   

  
	
  Address:

  	
  Specialised Financing

  
	
   

  	
  8 Stephenson Place

  
	
   

  	
  New Street

  
	
   

  	
  Birmingham B2 4NH

  
	
   

  	
   

  
	
  Fax:

  	
  0121 252 2652

  
	
   

  	
   

  
	
  Attention:

  	
  Sharon Hill

  



 



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  LLOYDS TSB BANK PLC

  
	
   

  
	
  By:

  	
  SIMON STIRLING

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Banking

  
	
   

  	
  PO Box 908

  
	
   

  	
  125 Colmore Row

  
	
   

  	
  Birmingham B3 2DS

  
	
   

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
  0121 212 0861

  
	
   

  	
   

  
	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE GOVERNOR & COMPANY OF THE BANK OF
  SCOTLAND

  
	
   

  
	
  By:

  	
  NORMAN SCOTT

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Banking

  
	
   

  	
  123 St Vincent Street

  
	
   

  	
  Glasgow G2 5EA

  
	
   

  	
   

  
	
  Fax:

  	
  0141 207 1205

  
	
   

  	
   

  
	
  Attention:

  	
  Alison Campbell

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

  
	
   

  
	
  By:

  	
  BRENDAN GILMORE WILL HAYWOOD

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Relationship Banking

  
	
   

  	
  Eastcheap Court

  
	
   

  	
  11 Philpot Lane

  
	
   

  	
  London

  
	
   

  	
  EC3M 8BA

  
	
   

  	
   

  
	
  Fax:

  	
  020 7 626 2405

  
	
   

  	
   

  
	
  Attention:

  	
  Brendan Gilmore/Will Haywood

  



 



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