CREDIT AGREEMENT

 ================================================================================

                           IRON MOUNTAIN INCORPORATED

                                CREDIT AGREEMENT

                        Dated as of September [__], 1996

                                  $100,000,000

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

================================================================================

                                TABLE OF CONTENTS

                                                                     Page

RECITALS.............................................................  1

Section 1. Definitions and Accounting Matters........................  1
         1.01  Certain Defined Terms.................................  1
         1.02  Accounting Terms and Determinations................... 23
         1.03  Types of Loans........................................ 24

Section 2. Loans, Etc................................................ 24
         2.01  Loans................................................. 24
         2.02  Reductions of Commitments............................. 24
         2.03  Fees ................................................. 25
         2.04  Lending Offices....................................... 25
         2.05  Several Obligations; Remedies Independent............. 25
         2.06  Notes................................................. 26
         2.07  Use of Proceeds....................................... 26
         2.08  Letters of Credit..................................... 26

Section 3. Borrowings, Conversions and Prepayments................... 31
         3.01  Borrowings............................................ 31
         3.02  Prepayments and Conversions........................... 32

Section 4. Payments of Principal and Interest........................ 33
         4.01  Repayment of Loans.................................... 33
         4.02  Interest.............................................. 33

Section 5. Payments; Pro Rata Treatment; Computations; Etc........... 35
         5.01  Payments.............................................. 35
         5.02  Pro Rata Treatment.................................... 36
         5.03  Computations.......................................... 36
         5.04  Minimum and Maximum Amounts; Types.................... 36
         5.05  Certain Notices....................................... 37
         5.06  Non-Receipt of Funds by the Administrative Agent...... 38
         5.07  Sharing of Payments; Waiver of Enforcement
                    Without Consent, Etc............................. 38
         5.08  Withholding Tax Exemption............................. 39

Section 6. Yield Protection and Illegality........................... 40
         6.01  Additional Costs...................................... 40
         6.02  Limitation on Types of Loans.......................... 42
         6.03  Illegality............................................ 42
         6.04  Substitute ABR Loans.................................. 42
         6.05  Compensation.......................................... 43
         6.06  Capital Adequacy...................................... 43
         6.07  Substitution of Lender................................ 44
         6.08  Additional Costs in Respect of Letters of Credit...... 44

Section 7. Conditions Precedent...................................... 45
         7.01  Initial Extension of Credit........................... 45
         7.02  Initial and Subsequent Loans.......................... 48

Section 8. Representations and Warranties............................ 48
         8.01  Corporate Existence................................... 48
         8.02  Information........................................... 49
         8.03  Litigation............................................ 50
         8.04  No Breach............................................. 50
         8.05  Corporate Action...................................... 51
         8.06  Approvals............................................. 51
         8.07  Regulations U and X................................... 51
         8.08  ERISA................................................. 51
         8.09  Taxes................................................. 51
         8.10  Subsidiaries; Agreements; Etc......................... 52
         8.11  Investment Company Act................................ 52
         8.12  Public Utility Holding Company Act.................... 53
         8.13  Ownership and Use of Properties....................... 53
         8.14  Environmental Compliance.............................. 53
         8.15  Solvency.............................................. 55
         8.16  Capitalization........................................ 55
         8.17  Senior Debt........................................... 55

Section 9. Covenants................................................. 55
         9.01  Financial Statements and Other Information............ 55
         9.02  Taxes and Claims...................................... 58
         9.03  Insurance............................................. 58
         9.04  Maintenance of Existence; Conduct of Business......... 59
         9.05  Maintenance of and Access to Properties............... 60
         9.06  Compliance with Applicable Laws....................... 60
         9.07  Litigation............................................ 60
         9.08  Indebtedness.......................................... 60
         9.09  Leverage Ratio........................................ 61
         9.10  Interest Coverage Ratio............................... 61
         9.11  Fixed Charges Coverage Ratio.......................... 62
         9.12  Mergers, Asset Dispositions, Etc...................... 63
         9.13  Liens................................................. 64
         9.14  Investments........................................... 65
         9.15  Restricted Payments................................... 67
         9.16  Transactions with Affiliates.......................... 68
         9.17  Subordinated Indebtedness............................. 68
         9.18  Lines of Businesses................................... 69
         9.19  Capital Expenditures.................................. 69
         9.20  Modification of Other Agreements...................... 69
         9.21  Interest Rate Protection.............................. 69
         9.22  Certain Obligations Respecting Subsidiaries........... 69
         9.23  Environmental Matters................................. 71
         9.24  Residual Assurances................................... 71

Section 10. Defaults................................................. 72
         10.01  Events of Default.................................... 72

Section 11. The Administrative Agent................................. 75
         11.01  Appointment, Powers and Immunities................... 75
         11.02  Reliance by Administrative Agent..................... 76
         11.03  Defaults............................................. 76
         11.04  Rights as a Lender................................... 77
         11.05  Indemnification...................................... 77

                                       ii

         11.06  Non-Reliance on Administrative Agent and Other
                     Lenders......................................... 78
         11.07  Failure to Act....................................... 78
         11.08  Resignation or Removal of Administrative Agent....... 78
         11.09  Consents under Basic Documents....................... 79
         11.10  Collateral Sub-Agents................................ 79

Section 12. Miscellaneous............................................ 79
         12.01  Waiver............................................... 79
         12.02  Notices.............................................. 80
         12.03  Expenses, Etc........................................ 80
         12.04  Indemnification...................................... 80
         12.05  Amendments, Etc...................................... 81
         12.06  Successors and Assigns............................... 81
         12.07  Confidentiality...................................... 82
         12.08  Survival............................................. 83
         12.09  Captions............................................. 83
         12.10  Counterparts; Integration............................ 83
         12.11  Additional Lenders................................... 83
         12.12  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                     WAIVER OF JURY TRIAL............................ 84

                                       iii

                                    Schedules

SCHEDULE I                 -        Commitments
SCHEDULE II                -        Lending Offices; Addresses for Notices
SCHEDULE III               -        Subsidiaries; Investments in Joint Ventures
                                      and Other Persons
SCHEDULE IV                -        Credit Agreements, Indentures, Leases
SCHEDULE V                 -        Capitalization; Equity Rights
SCHEDULE VI                -        Existing Letters of Credit

                                    Exhibits

EXHIBIT A                  -        Form of Note
EXHIBIT B                  -        Form of Subsidiary Guaranty
EXHIBIT C                  -        Form of Company Pledge Agreement
EXHIBIT D                  -        Form of Subsidiary Pledge Agreement
EXHIBIT E                  -        Form of Opinion of Special New York Counsel
                                      to the Company
EXHIBIT F                  -        Form of Opinion of Special New York Counsel
                                      to the Administrative Agent

                                       iv

                  CREDIT AGREEMENT dated as of September [__], 1996, among: IRON
MOUNTAIN INCORPORATED, a corporation duly organized and validly existing under
the laws of the State of Delaware (together with its successors, the "Company");
each of the lenders which is or which may from time to time become a signatory
hereto (individually, together with its successors, a "Lender" and,
collectively, together with their respective successors, the "Lenders"); and THE
CHASE MANHATTAN BANK, as agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Administrative Agent").

                  The Company has requested that the Lenders extend credit to
the Company (to be made available by the Company to the Subsidiary Guarantors,
as defined below) in an aggregate principal or face amount at any one time
outstanding not exceeding $100,000,000 to finance the operations of the Company
and such Subsidiary Guarantors, to refinance certain of their existing
indebtedness and to enable certain acquisitions and capital expenditures by
them, and for other purposes permitted hereunder.

                  Accordingly, the parties hereto agree as follows:

                  Section 1.  Definitions and Accounting Matters.

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

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

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

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

                                Credit Agreement

                                      - 2 -

                  "Additional Expenditures" shall mean, with respect to any
Acquisition, amounts expended or to be expended by the Company and its
Subsidiaries within twelve months after the date of such Acquisition to acquire
or construct facilities and equipment that are not part of the assets acquired
pursuant to such Acquisition but which are deemed by the Company to be essential
for the integration or restructuring of the assets so acquired.

                  "Additional Subordinated Indebtedness" shall mean Indebtedness
payable to sellers in connection with Permitted Acquisitions that by its terms
is subordinated to the payment of the principal of and interest on the Loans.

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

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

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Base CD Rate or the Federal Funds

                                Credit Agreement

                                      - 3 -

Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

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

- -----------------------------------------------------------------------------

                                         Applicable Commitment
         Pricing Level                         Fee Rate

- -----------------------------------------------------------------------------

            Level 6                             0.500%

- -----------------------------------------------------------------------------

            Level 5                             0.500%

- -----------------------------------------------------------------------------

            Level 4                             0.375%

- -----------------------------------------------------------------------------

            Level 3                             0.250%

- -----------------------------------------------------------------------------

            Level 2                             0.150%

- -----------------------------------------------------------------------------

            Level 1                             0.100%

- -----------------------------------------------------------------------------

For purposes of this definition, the "Pricing Level" in effect at any time shall
be (i) during the Initial Period, Level 4, and (ii) at any time thereafter, the
level (either Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6) indicated
in the schedule set forth in the definition of "Applicable Margin" in this
Section 1.01 corresponding to the Applicable Leverage Ratio in effect at such
time.

                  "Applicable L/C Percentage" shall mean, at any time, the
Applicable Margin in effect at such time with respect to Eurodollar Loans
(irrespective of whether at the time any Eurodollar Loan is outstanding).

                                Credit Agreement

                                      - 4 -

                  "Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the Lending Office of such Lender (or of an affiliate of
such Lender) designated for such Type of Loan below its name on Schedule II
hereto or such other office of such Lender (or of an affiliate of such Lender)
as such Lender may from time to time specify to the Administrative Agent and the
Company as the office by which its Loans of such Type are to be made.

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

                  "Applicable Margin" shall mean:

                  (a) during the Initial Period, (i) with respect to ABR Loans,
         1.25% per annum; and (ii) with respect to Eurodollar Loans, 2.25% per
         annum; and

                  (b) at any time thereafter, the rate for the respective Type
         of Loan set forth below opposite the level (either Level 1, Level 2,
         Level 3, Level 4, Level 5 or Level 6) indicated in the schedule set
         forth below corresponding to the Applicable Leverage Ratio in effect at
         such time:

- ------------------------------------------------------------------------------

                                                           Applicable Margin
                          Range of Applicable
                            Leverage Ratio

                                                      ABR         Eurodollar
                                                     Loans           Loans

- ------------------------------------------------------------------------------
                                Level 6

Greater than 4.25 to 1.00                            1.75%           2.75%
- ------------------------------------------------------------------------------
                                Level 5

Less than or equal to 4.25 to 1.00 and               1.50%           2.50%
  greater than 3.75 to 1.00

                                Credit Agreement

                                      - 5 -

- --------------------------------------------------------------------------------
                                Level 4

Less than or equal to 3.75 to 1.00 and                1.25%       2.25%
  greater than 3.25 to 1.00
- --------------------------------------------------------------------------------
                                Level 3

Less than or equal to 3.25 to 1.00 and                1.00%       2.00%
  greater than 2.75 to 1.00
- --------------------------------------------------------------------------------
                                Level 2

Less than or equal to 2.75 to 1.00 and                0.75%       1.75%
  greater than 2.25 to 1.00
- --------------------------------------------------------------------------------
                                Level 1

Less than or equal to 2.25 to 1.00                    0.50%       1.50%

- --------------------------------------------------------------------------------

                  "Assessment Rate" shall mean, for any day, the annual
assessment rate in effect on such day that is payable by a member of the Bank
Insurance Fund classified as "well-capitalized" and within supervisory subgroup
"B" (or a comparable successor risk classification) within the meaning of 12
C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance
Corporation for insurance by such Corporation of time deposits made in Dollars
at the offices of such member in the United States; provided that if, as a
result of any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

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

                  "Base CD Rate" shall mean the sum of (a) the ThreeMonth
Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the
Assessment Rate.

                                Credit Agreement

                                      - 6 -

                  "Basic Documents" shall mean this Agreement, the Notes, the
Letter of Credit Documents, the Subsidiary Guaranty, the Security Documents, the
Senior Subordinated Debt Documents and any instruments evidencing or agreements
providing for the issuance of Additional Subordinated Indebtedness.

                  "Board" means the Board of Governors of the Federal
Reserve System of the United States of America.

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

                  "Calculation Period" shall mean (a) initially, the
twelve-month period commencing on October 1, 1996 and (b) thereafter, each
successive twelve-month period.

                  "Capital Expenditures" shall mean expenditures in respect of
fixed assets by the Company or any of its Subsidiaries, including the
capitalized amount of Capital Lease Obligations incurred during the relevant
period, other than (i) expenditures for the restoration or replacement of fixed
assets to the extent financed by the proceeds of an insurance policy described
in clause (1) of Section 9.03 hereof or through a condemnation award, (ii)
Permitted Acquisitions, (iii) Qualifying Sale-Leaseback Transactions (except to
the extent any lease of Property by the Company or any of its Subsidiaries in
connection therewith would constitute a capital lease), (iv) Additional
Expenditures related to Permitted Acquisitions and (v) Large Volume Account
Capitalized Expenditures.

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

                                Credit Agreement

                                      - 7 -

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

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

                  "Chase" shall mean The Chase Manhattan Bank and its
successors.

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

                  "Change of Control" shall mean that:

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

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

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

                                Credit Agreement

                                      - 8 -

                  "Closing Date" shall mean the date upon which the initial
extension of credit hereunder is made.

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

                  "Collateral Account" shall mean a cash collateral account in
the name and under the control of the Administrative Agent maintained in
accordance with the terms of the Security Documents.

                  "Commitment" shall mean, as to each Lender, the obligation of
such Lender to make Loans, and to issue or participate in Letters of Credit
pursuant to Section 2.08 hereof, in an aggregate principal or face amount at any
one time outstanding up to but not exceeding the amount set opposite the name of
such Lender on Schedule I hereto under the caption "Commitment" or, in the case
of a Person that becomes a Lender pursuant to an assignment permitted under
Section 12.06 hereof, as specified in the respective instrument of assignment
pursuant to which such assignment is effected (as the same may be reduced at any
time or from time to time pursuant to Section 2.02 or 3.02 hereof).

                  "Commitment Percentage" shall mean, with respect to any Lender
at any time, the ratio of (a) the amount of the Commitment of such Lender at
such time to (b) the aggregate amount of the Commitments of all of the Lenders
at such time.

                  "Commitment Termination Date" shall mean September 30, 2001
(or, if such day is not a Business Day, the next preceding Business Day).

                  "Company Pledge Agreement" shall mean a Pledge Agreement
substantially in the form of Exhibit C hereto between the Company and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

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

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

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

                                Credit Agreement

                                      - 9 -

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

                  For the purposes of calculating the ratios set forth in
Sections 9.09, 9.10 and 9.11 there may, at the Company's option, be included in
EBITDA for any relevant period, on a pro forma basis (adjusted to give effect to
expenses that will not be ongoing), the net income (and the additions and
subtractions thereto referred to above) for such period of any Person (or
assets) acquired after the commencement of such period in connection with any
Permitted Acquisition having Acquisition Consideration of more than $750,000.
The net income (and the related additions and substractions) of the Person or
assets acquired pursuant to such Acquisition for such period shall be calculated
by reference to the most recent available quarterly financial statements of the
acquired business, annualized.

                  "Environmental Laws" shall mean any and all federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, codes, plans, injunctions, permits, concessions, grants,
franchises, licenses or other governmental restrictions, contracts, indemnities,
assumptions of liability or agreements relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, petroleum or petroleum

                                Credit Agreement

                                     - 10 -

products, chemicals or industrial, toxic or hazardous substances or wastes or
the clean-up or other remediation thereof.

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

                  "Equity Rights" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of Capital Stock of any class, or
partnership or other ownership interests of any type in, such Person.

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

                  "Eurodollar Base Rate" shall mean, with respect to any
Eurodollar Loans, the rate per annum determined by the Administrative Agent to
be the average of the rates quoted by the Reference Lenders at approximately
11:00 a.m. London time (or as soon thereafter as practicable) on the day two
Business Days prior to the first day of the Interest Period for such Loans for
the offering by the Reference Lenders to leading banks in the London interbank
market of Dollar deposits having a term comparable to such Interest Period and
in an amount comparable to the principal amount of the respective Eurodollar
Loans of the Reference Lenders to which such Interest Period relates. If any
Reference Lender is not participating in any Eurodollar Loans during the
Interest Period therefor (pursuant to Section 6.04 hereof or for any other
reason), the Eurodollar Base Rate for such Loans for such Interest Period shall
be determined by reference to the amount of the Loan which such Reference Lender
would have made had it been participating in such Loans. If any Reference Lender
does not furnish a timely quotation, the Administrative Agent shall determine
the relevant interest rate on the basis of the quotation or quotations furnished
by the remaining Reference Lender or Lenders or, if none of such quotations is
available on a timely basis, the provisions of Section 6.02 shall apply.

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

                  "Eurodollar Rate" shall mean, for any Eurodollar Loans, a rate
per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) determined
by the Administrative Agent to be equal to

                                Credit Agreement

                                     - 11 -

(i) the Eurodollar Base Rate for such Loans for the Interest Period for such
Loans divided by (ii) 1 minus the Reserve Requirement for such Loans for such
Interest Period.

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

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

                  "Excluded Subsidiary" shall mean any Subsidiary of the Company
principally engaged in the records management business domiciled (within the
meaning of the Code) outside the United States of America.

                  "Existing Letters of Credit" shall mean, collectively, all
letters of credit identified on Schedule VI hereto and outstanding on the
Closing Date.

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

                  "Fixed Charges" shall mean for any period the sum of (i)
Scheduled Amortization for such period plus (ii) Interest Expense for such
period plus (iii) the aggregate amount of Maintenance Capital Expenditures for
such period plus (iv) the aggregate amount of non-compete expenses for such
period to the extent not capitalized in accordance with GAAP.

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

                  "GAAP" shall mean generally accepted accounting principles as
in effect from time to time consistently applied.

                  "Guaranty" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without

                                Credit Agreement

                                     - 12 -

limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness (whether arising
by virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise, other than agreements to purchase goods at an
arm's length price in the ordinary course of business) or (ii) entered into for
the purpose of assuring in any other manner the holder of such Indebtedness of
the payment thereof or to protect such holder against loss in respect thereof
(in whole or in part), provided that the term Guaranty shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

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

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

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

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

                  (iii)  Capital Lease Obligations of such Person;

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

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

                  (vi) indebtedness of others of the type described in clauses
         (i) through (v) above Guaranteed by such Person.

                                Credit Agreement

                                     - 13 -

Notwithstanding anything to the contrary contained in clause (i) of the
preceding sentence, indebtedness of any Person in respect of amounts payable
under an agreement not to compete shall be the amount carried on the balance
sheet of such Person in respect of such agreement in accordance with GAAP.

                  "Initial Period" shall mean the period from and including the
Closing Date to but excluding the date five Business Days after the date on
which the Company first delivers financial statements to the Administrative
Agent pursuant to Section 9.01(b) hereof.

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

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

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

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

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

                                Credit Agreement

                                     - 14 -

                  "Interest Rate Agreement" shall mean (i) an interest rate swap
agreement, interest rate cap agreement or similar arrangement between the
Company and one or more of the Lenders or (ii) an interest rate swap agreement,
interest rate cap agreement or similar arrangement between the Company and one
or more financial institutions (other than a Lender) approved by the
Administrative Agent (which approval shall not be unreasonably withheld)
pursuant to which the Company is not required in the absence of default to make
any payments other than initial fees.

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

                  "Issuing Bank" shall mean Chase, as the issuer of Letters of
Credit under Section 2.08 hereof, together with its successors and assigns in
such capacity.

                  "Large Volume Account Capitalized Expenditures" shall mean any
expenditures incurred by the Company or its Subsidiaries in connection with new
customers initially storing with the Company or its Subsidiaries in excess of
10,000 boxes, to the extent that such expenditures are capitalized in accordance
with GAAP.

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

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

                                Credit Agreement

                                     - 15 -

                  "Letters of Credit" shall have the meaning assigned to such
term in Section 2.08 hereof.

                  "Leverage Ratio" shall have the meaning assigned to such term
in Section 9.09 hereof.

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

                  "Liquid Investments" shall mean:

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

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

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

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

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

                  "Loans" shall mean the loans provided for in Section 2.01
hereof, which may be ABR Loans and/or Eurodollar Loans.

                  "Maintenance Capital Expenditures" shall mean Capital
Expenditures required to maintain, reconfigure, or replace

                                Credit Agreement

                                     - 16 -

existing assets (as distinguished from Capital Expenditures relating to growth
and as distinguished from Additional Expenditures), as certified pursuant to
Section 9.01(i) hereof.

                  "Majority Lenders" shall mean Lenders having at least 51% of
the aggregate amount of the Commitments (or, if the Commitments shall have
terminated, the aggregate unpaid principal amount of Loans and Letter of Credit
Liabilities).

                  "Material Adverse Effect" shall mean a material adverse effect
on (a) the business, assets, property, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries taken as a whole, (b) the validity
or enforceability of any of the Basic Documents, (c) the rights and remedies of
the Lenders and the Administrative Agent under any of the Basic Documents or (d)
the timely payment of the principal of or interest on the Loans or the
Reimbursement Obligations or other amounts payable in connection therewith.

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

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

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

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

                                Credit Agreement

                                     - 17 -

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

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

                  "Obligor" shall mean, collectively, the Company and
each of the Subsidiary Guarantors.

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

                  "Permitted Acquisition" has the meaning set forth in
Section 9.12.

                  "Permitted Indebtedness" shall mean, without
duplication:

                     (i)  Additional Subordinated Indebtedness;

                    (ii)  Indebtedness secured by Permitted Mortgages;

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

                    (iv)  Capitalized Lease Obligations;

                     (v) Indebtedness consisting of reimbursement obligations in
         respect of letters of credit issued by any bank for the account of the
         Company or any of its Subsidiaries, the aggregate amount available to
         be drawn under which may not exceed $1,500,000 at any time;

                    (vi)  Indebtedness in respect of any Interest Rate
         Agreement;

                   (vii)  unsecured Indebtedness of the Company in an
         aggregate outstanding principal amount not at any time
         exceeding $3,000,000;

                                Credit Agreement

                                     - 18 -

                  (viii) Indebtedness of Excluded Subsidiaries in an aggregate
         outstanding principal amount not at any time exceeding $5,000,000 (and
         any guaranty by the Company of such Indebtedness to the extent
         constituting an Investment permitted under Section 9.14(vii) hereof);
         and

                    (ix)  any guaranty by the Company of Indebtedness
         incurred pursuant to the foregoing clauses (ii), (iii), (iv)
         or (v) by a Subsidiary of the Company;

provided that (A) Permitted Indebtedness incurred pursuant to the foregoing
clauses (i) and (iii) may be incurred only in connection with Permitted
Acquisitions; and (B) Permitted Indebtedness incurred pursuant to the foregoing
clauses (i), (ii), (iii) and (viii) shall be incurred on terms and pursuant to
documentation in all respects reasonably satisfactory to the Administrative
Agent.

                  "Permitted Mortgage" means any mortgage subjecting property of
any Subsidiary of the Company to a Lien where (i) the outstanding Capital Stock
of such Subsidiary has been pledged to the Administrative Agent for the benefit
of the Lenders pursuant to the Company Pledge Agreement, the Subsidiary Pledge
Agreement or another pledge agreement that is in form and substance reasonably
acceptable to the Administrative Agent, (ii) the Company shall agree, for the
benefit of the Administrative Agent and the Lenders, not to permit any
Subsidiary owning any interest in such property to create, incur or suffer to
exist any Indebtedness other than Indebtedness permitted hereunder (determined
without giving effect to clause (ii) of the definition of "Permitted
Indebtedness" in this Section 1.01) and other Indebtedness secured by such
mortgage, (iii) such mortgage (and the other documentation, if any, relating
thereto) does not contain any cross-default provisions referring to any other
indebtedness of the Company or its Subsidiaries and (iv) such mortgage (and the
other documentation, if any, relating thereto) does not contain any covenants
subjecting the Company or its Subsidiaries to financial tests of any nature.

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

                  "Plan" shall mean an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is either (a) maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group or (b) maintained pursuant to a collective

                                Credit Agreement

                                     - 19 -

bargaining agreement or any other arrangement under which more than one employer
makes contributions and to which the Company or any member of the Controlled
Group is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions.

                  "Post-Default Rate" shall mean a rate equal to the sum of 2%
plus the higher of (i) the rate of interest applicable to ABR Loans and (ii) in
the case of any Loan, the rate of interest (if any) otherwise applicable to such
Loan.

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

                  "Principal Stockholders" shall mean each of Vincent J.
Ryan, Schooner Capital Corporation, C. Richard Reese, Eugene B.
Doggett, and their respective Affiliates.

                  "Qualifying Sale-Leaseback Transaction" shall mean any
arrangement by which the Company or any of its Subsidiaries enters into an
arrangement with any bank, insurance company or other lender or investor
providing for the leasing to the Company or a Subsidiary thereof of any real
property which has been or is to be sold or transferred by the Company or such
Subsidiary to such lender or investor or to any Person to whom funds have been
or are to be advanced by such lender or investor and where the real property in
question has been constructed after the Closing Date.

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

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

                  "Reference Lenders" shall mean each of Chase and such other
Lenders as the Administrative Agent may designate with the consent of the
Company, such consent not to be unreasonably withheld.

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

                  "Regulatory Change" shall mean, with respect to any Lender,
any change on or after the date of this Agreement in United States federal,
state or foreign laws or regulations,

                                Credit Agreement

                                     - 20 -

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

                  "Reimbursement Obligations" shall mean, at any time, the
obligations of the Company then outstanding to reimburse amounts paid by the
Issuing Bank in respect of any drawings under a Letter of Credit.

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

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

                  "Residual Assurances" shall mean any commitment or undertaking
by the Company required as a condition to any financing made available by any
Person to an Affiliate of the Company to finance the costs of construction or
acquisition by such Affiliate of records management facilities (including the
acquisition of real estate for development purposes), where such facility is
intended to be leased to the Company or a Subsidiary of the Company, which
commitment or undertaking is intended to provide such Person with an additional
assurance that it will receive a minimum return under such financing (and which
does not constitute a Guaranty of the principal amount of such financing);
provided that no payment under any such commitment or undertaking may be made
prior to July 31, 2002, and that such commitment or undertaking shall be entered
into on terms and pursuant to documentation in all respects reasonably
satisfactory to the Administrative Agent.

                                Credit Agreement

                                     - 21 -

                  "Restricted Payment" shall mean dividends (in cash, property
or obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for the purchase,
redemption, retirement or other acquisition of, any shares of any class of
Capital Stock of the Company, or any payment in respect of any option or warrant
to purchase any shares of any class of Capital Stock of the Company or the
exchange or conversion of any shares of any class of Capital Stock of the
Company for or into any obligations of or shares of any other class of Capital
Stock of the Company or any other property, but excluding dividends payable
solely in, or exchanges or conversions for or into, shares of common stock of
the Company.

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

                  "Security Documents" shall mean, collectively, the Company
Pledge Agreement, the Subsidiary Pledge Agreement and all Uniform Commercial
Code financing statements required by said agreements to be filed with respect
to the security interests in
personal Property created pursuant thereto.

                  "Senior Subordinated Debt" shall mean the Indebtedness of the
Company in respect of the ____% Senior Subordinated Notes of the Company due
________, 2006 issued pursuant to Senior Subordinated Debt Indenture.

                  "Senior Subordinated Debt Documents" shall mean all documents
and agreements executed and delivered in connection with the original issuance
of the Senior Subordinated Debt, including the Senior Subordinated Debt
Indenture and the promissory notes evidencing Indebtedness thereunder, in each
case as the same may be amended or modified, without prejudice to the provisions
of Section 9.20 hereof.

                  "Senior Subordinated Debt Indenture" shall mean the Indenture
dated as of _________, 1996 among the Company and First Bank National
Association, as Trustee, as the same may be amended or modified, without
prejudice to the provisions of Section 9.20 hereof.

                  "Statutory Reserve Rate" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which Chase is subject for new
negotiable nonpersonal time deposits in dollars of over

                                Credit Agreement

                                     - 22 -

$100,000 with maturities approximately equal to three months. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

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

                  "Subordinated Indebtedness" shall mean, collectively,
(a) Senior Subordinated Debt and (b) Additional Subordinated
Indebtedness.

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

                  "Subsidiary Guarantor" shall mean (i) each of the Subsidiaries
of the Company listed in Part 1 of Schedule III hereto other than those
Subsidiaries identified in Part 1 of Schedule III as not being a Subsidiary
Guarantor and (ii) each other Subsidiary of the Company that from time to time
becomes a party to the Subsidiary Guaranty or otherwise guarantees the
obligations of the Company hereunder pursuant to Section 9.22.

                  "Subsidiary Guaranty" shall mean the Subsidiary Guaranty dated
as of the Closing Date, in substantially the form of Exhibit B hereto, as said
agreement shall be modified and supplemented and in effect from time to time.

                  "Subsidiary Pledge Agreement" shall mean a Pledge Agreement
substantially in the form of Exhibit D hereto between the Subsidiary Guarantors
and the Administrative Agent, as the

                                Credit Agreement

                                     - 23 -

same shall be modified and supplemented and in effect from time
to time.

                  "Three-Month Secondary CD Rate" shall mean, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

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

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

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

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

                  1.02  Accounting Terms and Determinations.  Unless
otherwise specified herein, all accounting terms used herein
shall be interpreted, all determinations with respect to
accounting matters hereunder shall be made, and all financial

                                Credit Agreement

                                     - 24 -

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

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

                  Section 2.  Loans, Etc.

                  2.01 Loans. Each Lender severally agrees, on the terms and
conditions of this Agreement, to make loans to the Company in Dollars during the
period from and including the Closing Date to but not including the Commitment
Termination Date in an aggregate principal amount at any one time outstanding up
to but not exceeding the amount of the Commitment of such Lender as in effect
from time to time, provided that in no event shall the aggregate principal
amount of all Loans, together with the aggregate amount of all Letter of Credit
Liabilities, exceed the aggregate amount of the Commitments as in effect from
time to time. Subject to the terms and conditions of this Agreement, during such
period the Company may borrow, repay and reborrow the amount of the Commitments
by means of ABR Loans and Eurodollar Loans and may convert Loans of one Type
into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue
Eurodollar Loans for subsequent Interest Periods.

                  2.02  Reductions of Commitments.

                  (a)  Mandatory.  The Commitments shall terminate on the
Commitment Termination Date.  In addition, the Commitments shall
be reduced in the amount and on the date of each prepayment

                                Credit Agreement

                                     - 25 -

applied to the Loans (or to reduce Commitments) pursuant to
Section 3.02(b).

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

                  (c)  No Reinstatement.  Commitments once terminated or
reduced may not be reinstated.

                  2.03 Fees. The Company shall pay to the Administrative Agent
for the account of each Lender commitment fees on the daily average unused
amount of such Lender's Commitment (for which purpose the aggregate amount of
any Letter of Credit Liabilities shall be deemed to be a pro rata (based on the
Commitments) use of each Lender's Commitment) for the period from the Closing
Date to and including the earlier of the date the Commitments are terminated and
the Commitment Termination Date, at a rate per annum equal to the Applicable
Commitment Fee Rate in effect from time to time. Accrued commitment fees under
this Section 2.03 shall be payable on the Quarterly Dates and on the earlier of
the date the Commitments are terminated and the Commitment Termination Date. The
Company shall pay to Chase on the Closing Date syndication, agency and
additional commitment fees in the amounts heretofore mutually agreed in writing.
The Company shall pay to the Administrative Agent on the Closing Date and on
each anniversary thereof, so long as any of the Commitments are in effect and
until payment in full of all Loans hereunder, all interest thereon and all other
amounts payable hereunder, an annual agency fee in the amount heretofore
mutually agreed in writing.

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

                  2.05  Several Obligations; Remedies Independent.  The
                        -----------------------------------------
failure of any Lender to make any Loan to be made by it on the
date specified therefor shall not relieve any other Lender of its
obligation to make its Loan on such date, but neither the
Administrative Agent nor any Lender shall be responsible for the
failure of any other Lender to make a Loan to be made by such
other Lender.  The amounts payable by the Company at any time
hereunder and under the Notes to each Lender shall be a separate
and independent debt and each Lender shall be entitled to protect
and enforce its rights arising out of this Agreement and the

                                Credit Agreement

                                     - 26 -

Notes, and it shall not be necessary for any other Lender or the Administrative
Agent to consent to, or be joined as an additional party in, any proceedings for
such purposes.

                  2.06 Notes. The Loans made by each Lender shall be evidenced
by a single promissory note of the Company (each, a "Note") in substantially the
form of Exhibit A hereto, dated the Closing Date, payable to such Lender in a
principal amount equal to such Lender's Commitment as in effect on the Closing
Date and otherwise duly completed. Each Lender is hereby authorized by the
Company to endorse on the schedule (or a continuation thereof) attached to each
Note of such Lender, to the extent applicable, the date, amount and Type of and
the Interest Period (if any) for each Loan made by such Lender to the Company
hereunder, and the date and amount of each payment or prepayment of principal of
such Loan received by such Lender, provided that any failure by such Lender to
make any such endorsement shall not affect the obligations of the Company under
such Note or hereunder in respect of such Loan.

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

                  2.08 Letters of Credit. Subject to the terms and conditions of
this Agreement, the Commitments may be utilized, upon the request of the
Company, in addition to the Loans provided for by Section 2.01 hereof, by the
issuance by the Issuing Bank of standby letters of credit (collectively with the
Existing Letters of Credit, "Letters of Credit") for account of the Company or
any of its Subsidiaries (as specified by the Company), provided that in no event
shall (i) the aggregate amount of all Letter of Credit Liabilities, together
with the aggregate outstanding principal amount of the Loans, exceed the
aggregate amount of the Commitments as in effect from time to time, (ii) the
aggregate outstanding amount of all Letter of Credit Liabilities exceed
$2,000,000 and (iii) the expiration date of any Letter of Credit extend beyond
the earlier of the Commitment Termination Date and the date twelve months
following the issuance of such Letter of Credit (provided that any Letter of
Credit with a twelve-month tenor may provide for the renewal thereof for
additional twelve-month periods, which periods shall in any event not extend
beyond the Commitment Termination Date). On the Closing Date, all Existing
Letters of Credit shall automatically, without any action on the part of any
Person, be deemed to be Letters of Credit issued and outstanding hereunder.

                                Credit Agreement

                                     - 27 -

                  The following additional provisions shall apply to Letters of
Credit:

                  (a) The Company shall give the Administrative Agent at least
         three Business Days' irrevocable prior notice (effective upon receipt)
         specifying the Business Day (which shall be no later than 30 days
         preceding the Commitment Termination Date) on which each Letter of
         Credit is to be issued and the account party or parties therefor and
         describing in reasonable detail the proposed terms of such Letter of
         Credit (including the beneficiary thereof) and the nature of the
         transactions or obligations proposed to be supported thereby (including
         whether such Letter of Credit is to be a commercial letter of credit or
         a standby letter of credit). Upon receipt of any such notice, the
         Administrative Agent shall advise the Issuing Bank of the contents
         thereof.

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

                  (c) Upon receipt from the beneficiary of any Letter of Credit
         of any demand for payment under such Letter of Credit, the Issuing Bank
         shall promptly notify the Company (through the Administrative Agent) of
         the amount to be paid by the Issuing Bank as a result of such demand
         and the date on which payment is to be made by the Issuing Bank to such
         beneficiary in respect of such demand. Notwithstanding the identity of
         the account party of any Letter of Credit, the Company hereby
         unconditionally agrees to pay and reimburse the Administrative Agent
         for account of the Issuing Bank for the amount of each demand for
         payment under such Letter of Credit that is in substantial compliance
         with the provisions of such Letter of Credit at or prior to the date on
         which payment is to be made by the Issuing Bank to the beneficiary

                                Credit Agreement

                                     - 28 -

         thereunder, without presentment, demand, protest or other
         formalities of any kind.

                  (d) Forthwith upon its receipt of a notice referred to in
         paragraph (c) of this Section 2.08, the Company shall advise the
         Administrative Agent whether or not the Company intends to borrow
         hereunder to finance its obligation to reimburse the Issuing Bank for
         the amount of the related demand for payment and, if it does, submit a
         notice of such borrowing as provided in Section 4.05 hereof.

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

                  (f) Upon the making of each payment by a Lender to the Issuing
         Bank pursuant to paragraph (e) above in respect of any Letter of
         Credit, such Lender shall, automatically and without any further action
         on the part of the Administrative Agent, the Issuing Bank or such
         Lender, acquire (i) a participation in an amount equal to such payment
         in the Reimbursement Obligation owing to the Issuing Bank by the
         Company hereunder and under the Letter of Credit Documents relating to
         such Letter of Credit and (ii) a participation in a percentage equal to
         such Lender's Commitment Percentage

                                Credit Agreement

                                     - 29 -

         in any interest or other amounts payable by the Company hereunder and
         under such Letter of Credit Documents in respect of such Reimbursement
         Obligation (other than the commissions, charges, costs and expenses
         payable to the Issuing Bank pursuant to paragraph (g) of this Section
         2.08). Upon receipt by the Issuing Bank from or for account of the
         Company of any payment in respect of any Reimbursement Obligation or
         any such interest or other amount (including by way of setoff or
         application of proceeds of any collateral security) the Issuing Bank
         shall promptly pay to the Administrative Agent for account of each
         Lender entitled thereto such Lender's Commitment Percentage of such
         payment, each such payment by the Issuing Bank to be made in the same
         money and funds in which received by the Issuing Bank. In the event any
         payment received by the Issuing Bank and so paid to the Lenders
         hereunder is rescinded or must otherwise be returned by the Issuing
         Bank, each Lender shall, upon the request of the Issuing Bank (through
         the Administrative Agent), repay to the Issuing Bank (through the
         Administrative Agent) the amount of such payment paid to such Lender,
         with interest at the rate specified in paragraph (j) of this Section
         2.08.

                  (g) The Company shall pay to the Administrative Agent for
         account of each Lender (ratably in accordance with their respective
         Commitment Percentages) a letter of credit fee in respect of each
         Letter of Credit in an amount equal to the Applicable L/C Percentage of
         the daily average undrawn face amount of such Letter of Credit for the
         period from and including the date of issuance of such Letter of Credit
         (i) in the case of a Letter of Credit that expires in accordance with
         its terms, to and including such expiration date and (ii) in the case
         of a Letter of Credit that is drawn in full or is otherwise terminated
         other than on the stated expiration date of such Letter of Credit, to
         but excluding the date such Letter of Credit is drawn in full or is
         terminated (such fee to be non-refundable, to be paid in arrears on
         each Quarterly Date and on the Commitment Termination Date and on the
         date of expiry or termination or full utilization of such Letter of
         Credit and to be calculated for any day after giving effect to any
         payments made under such Letter of Credit on such day). In addition,
         the Company shall pay to the Administrative Agent for account of the
         Issuing Bank a fronting fee in respect of each Letter of Credit in an
         amount equal to 0.25% per annum of the daily average undrawn face
         amount of such Letter of Credit for the period from and including the
         date of issuance of such Letter of Credit (i) in the case of a Letter
         of Credit that expires in accordance with its terms, to and including
         such expiration date and (ii) in the case of a Letter of Credit that is
         drawn in full or is otherwise

                                Credit Agreement

                                     - 30 -

         terminated other than on the stated expiration date of such Letter of
         Credit, to but excluding the date such Letter of Credit is drawn in
         full or is terminated (such fee to be non-refundable, to be paid in
         arrears on each Quarterly Date and on the Commitment Termination Date
         and to be calculated for any day after giving effect to any payments
         made under such Letter of Credit on such day) plus all commissions,
         charges, costs and expenses in the amounts customarily charged by the
         Issuing Bank from time to time in like circumstances with respect to
         the issuance of each Letter of Credit and drawings and other
         transactions relating thereto.

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

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

                  (j) To the extent that any Lender shall fail to pay any amount
         required to be paid pursuant to paragraph (e) or (f) of this Section
         2.08 on the due date therefor, such Lender shall pay interest to the
         Issuing Bank (through the Administrative Agent) on such amount from and
         including such due date to but excluding the date such payment is made
         at a rate per annum equal to the Federal Funds Effective Rate, provided
         that if such Lender shall fail to make such payment to the Issuing Bank
         within three Business Days of such due date, then, retroactively to the
         due date, such Lender shall

                                Credit Agreement

                                     - 31 -

         be obligated to pay interest on such amount at the
         Post-Default Rate.

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

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

                  Section 3.  Borrowings, Conversions and Prepayments.

                  3.01 Borrowings. The Company shall give the Administrative
Agent notice of each Loan to be made hereunder as provided in Section 5.05
hereof. Not later than 11:00 a.m. New York time on the date specified for each
such borrowing hereunder, each Lender shall make available the amount of the
Loan to be made by it on such date to the Administrative Agent, at an account in
New York, New York specified by the Administrative Agent, in immediately
available funds, for account of the Company. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Company by depositing the same, in
immediately available funds, in an account of the

                                Credit Agreement

                                     - 32 -

Company designated by the Company and maintained with Chase in New York, New
York.

                  3.02  Prepayments and Conversions.

                  (a) Optional Prepayments and Conversions. The Company shall
have the right to prepay Loans and to convert Loans of one Type into Loans of
the other Type, at any time or from time to time, provided that: (i) the Company
shall give the Administrative Agent notice of each such prepayment as provided
in Section 5.05 hereof and (ii) except to the extent required pursuant to
Section 3.02(b) hereof, Eurodollar Loans may be prepaid or converted only on the
last day of an Interest Period for such Loans.

                  (b)  Mandatory Prepayments.

                  (1) Casualty Events; Condemnation Awards. On the date twelve
         months following the receipt by the Company or any of its Subsidiaries
         of any proceeds of insurance, condemnation award or other compensation
         in respect of any Casualty Event affecting any property of the Company
         or any of its Subsidiaries (or upon such earlier date as the Company or
         such Subsidiary, as the case may be, shall have determined not to
         repair or replace the property affected by such Casualty Event), the
         Company shall prepay the Loans (and/or provide cover for Letter of
         Credit Liabilities as specified in paragraph (c) below), and the
         Commitments shall be subject to automatic reduction, in an aggregate
         amount, if any, equal to 100% of the Net Cash Proceeds of such Casualty
         Event not theretofore applied to the repair or replacement of such
         property.

                  (2) Issuance of Indebtedness. The Company shall prepay the
         Loans (and/or provide cover for Letter of Credit Liabilities as
         specified in paragraph (c) below) in the amount of and on the date of
         each receipt by the Company or any Subsidiary of the Company of Net
         Cash Proceeds from issuance subsequent to the Closing Date of
         Indebtedness other than Indebtedness incurred pursuant to Section 9.08
         (it being understood that this Section 3.02(b)(2) shall not constitute
         a waiver of any provision of Section 9.08).

                  (3) Asset Dispositions. During each fiscal year of the
         Company, the Company shall prepay the Loans (and/or provide cover for
         Letter of Credit Liabilities as specified in paragraph (c) below), in
         an amount equal to the excess of (a) the sum of (x) the Net Cash
         Proceeds received by the Company or any Subsidiary of the Company from
         any disposition by such Person of any assets during such fiscal year,
         other than a disposition permitted by clause (i) or

                                Credit Agreement

                                     - 33 -

         (ii) of Section 9.12 plus (y) any payments with respect to receivables
         retained by such Person arising from the sale of goods or services at
         facilities disposed of in asset dispositions during such fiscal year
         over (b) $1,000,000. Such prepayments shall be made from time to time
         on the first Business Day that the excess amount referred to above
         (less all amounts previously applied to the prepayment of the Loans
         pursuant to this paragraph (3) during such fiscal year) is $100,000 or
         more.

Any prepayment pursuant to paragraphs (1) through (3) above shall automatically
reduce the Commitments in an amount equal to the amount specified in such
paragraphs (and to the extent that, after giving effect to such reduction, the
aggregate principal amount of Loans and the aggregate amount of Letter of Credit
Liabilities would exceed the Commitments, the Company shall, first, prepay Loans
and, second, provide cover for Letter of Credit Liabilities as specified in
paragraph (c) below, in an aggregate amount equal to such excess). The Company
shall notify the Administrative Agent promptly upon the occurrence of any event
giving rise to a prepayment or Commitment reduction under this Section 3.02(b).

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

                  Section 4.  Payments of Principal and Interest.

                  4.01 Repayment of Loans. The Company hereby promises to pay to
the Administrative Agent for account of each Lender the entire outstanding
principal amount of such Lender's Loans, and each Loan shall mature, on the
Commitment Termination Date.

                  4.02 Interest. The Company will pay to the Administrative
Agent for the account of each Lender interest on the unpaid principal amount of
each Loan made by such Lender for the period commencing on the date of such Loan
to but excluding the date such Loan shall be paid in full, at the following
rates per annum:

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

                                Credit Agreement

                                     - 34 -

                  (b)  if such Loan is a Eurodollar Loan, the Eurodollar
         Rate plus the Applicable Margin.

Notwithstanding the foregoing, the Company hereby promises to pay to the
Administrative Agent for account of each Lender interest at the applicable
Post-Default Rate

                  (x) on any principal of any Loan made by such Lender, on any
         Reimbursement Obligation held by such Lender and on any other amount
         payable by the Company hereunder or under the Note held by such Lender
         to or for account of such Lender (but, if such amount is interest, only
         to the extent legally enforceable), that shall not be paid in full when
         due (whether at stated maturity, by acceleration, by mandatory
         prepayment or otherwise), for the period from and including the due
         date thereof to but excluding the date the same is paid in full and

                  (y) on any principal of any Loan made by such Lender during
         any period when an Event of Default shall have occurred under Section
         10.01(a) hereof and for so long as such Event of Default shall be
         continuing.

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

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

                  In the event the Stated Rate for any Loan of a Lender that has
theretofore been subject to the preceding paragraph at any time is less than the
Maximum Rate for such Lender, the principal amount of such Loan shall bear
interest at the Maximum

                                Credit Agreement

                                     - 35 -

Rate for such Lender until the total amount of interest paid to such Lender or
accrued on its Loans hereunder equals the amount of interest which would have
been paid to such Lender or accrued on such Lender's Loans hereunder if the
Stated Rate had at all times been in effect.

                  In the event, upon payment in full of all amounts payable
hereunder, the total amount of interest paid to any Lender or accrued on such
Lender's Loans under the terms of this Agreement is less than the total amount
of interest which would have been paid to such Lender or accrued on such
Lender's Loans if the Stated Rate had, at all times, been in effect, then the
Company shall, to the extent permitted by applicable law, pay to the
Administrative Agent for the account of such Lender an amount equal to the
difference between (a) the lesser of (i) the amount of interest which would have
accrued on such Lender's Loans if the Maximum Rate for such Lender had at all
times been in effect or (ii) the amount of interest which would have accrued on
such Lender's Loans if the Stated Rate had at all times been in effect and (b)
the amount of interest actually paid to such Lender or accrued on its Loans
under this Agreement.

                  In the event any Lender ever receives, collects or applies as
interest any sum in excess of the Maximum Rate for such Lender, such excess
amount shall be applied to the reduction of the principal balance of its Loans
or to other amounts (other than interest) payable hereunder, and if no such
principal is then outstanding, such excess or part thereof remaining shall be
paid to the Company.

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

                  5.01 Payments. Except to the extent otherwise provided herein,
all payments of principal, interest, Reimbursement Obligations and other amounts
to be made by the Company hereunder and under the Notes shall be made in
Dollars, in immediately available funds, to the Administrative Agent at an
account in New York, New York specified by the Administrative Agent, not later
than 11:00 a.m. New York time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day). The Administrative Agent, or any
Lender for whose account any such payment is made, may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time to any ordinary deposit account of the Company with the Administrative
Agent or such Lender, as the case may be. The Company shall, at the time of
making each payment hereunder or under any Note, specify to the Administrative
Agent the Loans or other amounts payable by the Company hereunder to which such
payment is to be applied (and in the event that it

                                Credit Agreement

                                     - 36 -

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

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

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

                  5.04 Minimum and Maximum Amounts; Types. Except for
prepayments made pursuant to Section 3.02(b) hereof, each borrowing, conversion
and prepayment of principal of Loans shall be in an aggregate principal amount
equal to (a) in the case of Eurodollar Loans, $1,000,000 or a larger multiple of
$100,000, and (b) in the case of ABR Loans, $500,000 or a larger multiple of
$100,000 (borrowings, conversions or prepayments of Loans of different Types or,
in the case of Eurodollar Loans, having different Interest Periods, at the same
time hereunder to be deemed separate borrowings, conversions and prepayments for
purposes of the foregoing, one for Type or Interest Period);

                                Credit Agreement

                                     - 37 -

provided that (i) any Loan may be in the aggregate amount of the unused portion
of the relevant Commitments, (ii) Loans may be prepaid in full and (ii) any
borrowing or prepayment of Loans that are ABR Loans may be in an aggregate
principal amount equal to $100,000 or a larger multiple of $100,000.

                  5.05 Certain Notices. Notices to the Administrative Agent of
terminations or reductions of Commitments, of borrowings, conversions and
prepayments of Loans and of the duration of Interest Periods shall be
irrevocable and shall be effective only if received by the Administrative Agent
not later than 1:00 p.m. New York time on the number of Business Days prior to
the date of the relevant termination, reduction, borrowing, conversion and/or
prepayment specified below:

                                                             Number of
                                                             Business
     Notice                                                  Days Prior

         Termination or reduction of
         Commitments                                                  3

         Borrowing or prepayment of
         ABR Loans                                                    1

         Borrowing or prepayment of,
         conversion of or into, or
         duration of Interest Period
         for, Eurodollar Loans                                        3

         Prepayments required pursuant
         to Section 3.02(b)                                           1

Each such notice of termination or reduction shall specify the amount thereof to
be terminated or reduced. Each such notice of borrowing, conversion or
prepayment shall specify the amount and Type of the Loans to be borrowed,
converted or prepaid (subject to Sections 3.02(a) and 5.04 hereof), the date of
borrowing, conversion or prepayment (which shall be a Business Day) and, in the
case of Eurodollar Loans, the duration of the Interest Period therefor (subject
to the definition of Interest Period). Each such notice of duration of an
Interest Period shall specify the Loans to which such Interest Period is to
relate. The Administrative Agent shall promptly notify the affected Lenders of
the contents of each such notice. In the event that the Company fails to select
the duration of any Interest Period for any Eurodollar Loans within the time
period and otherwise as provided in this Section 5.05, such Loans (if
outstanding as Eurodollar Loans) will be automatically converted into ABR Loans
on the last day of the then current Interest Period for such

                                Credit Agreement

                                     - 38 -

Loans or (if outstanding as ABR Loans) will remain as, or (if not then
outstanding) will be made as, ABR Loans.

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

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

                  (b)  If a Lender shall obtain payment of any principal
of or interest on any Loan made by it under this Agreement, or on

                                Credit Agreement

                                     - 39 -

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

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

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

                  5.08 Withholding Tax Exemption. At least five Business Days
prior to the first date on which interest or fees are payable hereunder for the
account of any Lender, each Lender that is not incorporated under the laws of
the United States of America or a state thereof agrees that it will deliver to
each of the Company and the Administrative Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, certifying in either
case that such Lender is entitled to receive payments under this Agreement and
the Notes without deduction or withholding of any United States federal income
taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Company and the Administrative Agent two additional
copies of such form (or a successor form) on or before the date that such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Company
or the Administrative Agent, in each case certifying that such Lender is
entitled to receive payments under this Agreement and the Notes without
deduction or

                                Credit Agreement

                                     - 40 -

withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Company and the Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

                  Section 6.  Yield Protection and Illegality.

                  6.01  Additional Costs.

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

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

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

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

Each Lender will notify the Company through the Administrative Agent of any
event occurring after the date of this Agreement which will entitle such Lender
to compensation pursuant to this Section 6.01(a) as promptly as practicable
after it obtains knowledge thereof and determines to request such compensation,
and (if so requested by the Company through the Administrative Agent) will
designate a different Applicable Lending Office for

                                Credit Agreement

                                     - 41 -

the Eurodollar Loans of such Lender if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the sole opinion of
such Lender, be disadvantageous to such Lender (provided that such Lender shall
have no obligation to so designate an Applicable Lending Office located in the
United States of America). Each Lender will furnish the Company with a statement
setting forth the basis and amount of each request by such Lender for
compensation under this Section 6.01(a). If any Lender requests compensation
from the Company under this Section 6.01(a), the Company may, by notice to such
Lender through the Administrative Agent, suspend the obligation of such Lender
to make additional Eurodollar Loans to the Company until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 6.04 hereof shall be applicable).

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

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

                  (d) If any Lender demands compensation under this Section, the
Company may, at any time upon at least three (3) Business Days' prior notice to
such Lender through the Administrative Agent, convert in full the then
outstanding Eurodollar Loans of such Lender (in which case the Company shall be
obligated, if such conversion is made on a day that is not the last day of the
then current Interest Period applicable to such affected Eurodollar Loan, to
reimburse such Lender, in accordance

                                Credit Agreement

                                     - 42 -

with Section 6.05, for any resulting loss or expense incurred by
it) to an ABR Loan.

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

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

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

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

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

                  6.04 Substitute ABR Loans. If the obligation of any Lender to
make Eurodollar Loans shall be suspended pursuant to Section 6.01, 6.02 or 6.03
hereof, all Loans which would otherwise be made by such Lender as Eurodollar
Loans shall be made instead as ABR Loans (and, if an event referred to in
Section 6.01(b) or 6.03 hereof has occurred and such Lender so

                                Credit Agreement

                                     - 43 -

requests by notice to the Company with a copy to the Administrative Agent, each
Eurodollar Loan of such Lender then outstanding shall be automatically converted
into an ABR Loan on the date specified by such Lender in such notice) and, to
the extent that Eurodollar Loans are so made as (or converted into) ABR Loans,
all payments of principal which would otherwise be applied to such Eurodollar
Loans shall be applied instead to such ABR Loans.

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

                  (a) any payment, prepayment or conversion of a Eurodollar Loan
         made by such Lender on a date other than the last day of an Interest
         Period for such Loan; or

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

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

                  6.06  Capital Adequacy.  If any Lender shall determine
that the adoption or implementation of any applicable law, rule,
regulation or treaty regarding capital adequacy, or any change
therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof,
or compliance by any Lender (or its Applicable Lending Office)
with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of
reducing the rate of return on capital of such Lender or any
Person controlling such Lender (a "Parent") as a consequence of
its obligations hereunder to a level below that which such Lender
(or its Parent) could have achieved but for such adoption, change
or compliance (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, within 15 days after
demand by such Lender (with a copy to the Administrative Agent),
the Company shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.  A

                                Credit Agreement

                                     - 44 -

statement of any Lender claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive absent manifest error; provided that the determination thereof is
made on a reasonable basis; and provided further that the Company shall not be
obligated to compensate such Lender for any such reduction occurring more than
180 days prior to the time such Lender first notifies the Company of such
adoption, implementation, change or compliance. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

                  6.07 Substitution of Lender. If (i) the obligation of any
Lender to make Eurodollar Loans or the right of the Company to convert ABR Loans
of any Lender to Eurodollar Loans has been suspended pursuant to Section 6.03,
or (ii) any Lender has demanded compensation under Section 6.01 or 6.06, the
Company shall have the right, with the assistance of the Administrative Agent,
to seek a substitute bank or banks (which may be one or more of the Lenders)
satisfactory to the Company and the Administrative Agent to purchase the Notes
and assume the Commitments of such Lender. Any such Lender shall be obligated to
sell the Notes for cash without recourse to such substitute bank or banks and to
execute and deliver an appropriately completed assignment and assumption
agreement reasonably satisfactory to the Administrative Agent and the Company
and any other document or perform any act reasonably necessary to effect the
assumption of the rights and obligations of such substitute bank or banks.

                  6.08 Additional Costs in Respect of Letters of Credit. Without
limiting the obligations of the Company under Section 6.01 hereof (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any government
or governmental or supervisory authority implementing at the national level the
Basle Accord there shall be imposed, modified or deemed applicable any tax,
reserve, special deposit, capital adequacy or similar requirement against or
with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder and the result shall be to increase the cost to any Lender or
Lenders of issuing (or purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit hereunder or reduce any amount receivable by any Lender hereunder in
respect of any Letter of Credit (which increases in cost, or reductions in
amount receivable, shall be the result of such Lender's or Lenders' reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by such Lender or Lenders (through the Administrative
Agent), the Company shall pay immediately to the Administrative Agent for
account of such Lender or Lenders, from time to time as specified

                                Credit Agreement

                                     - 45 -

by such Lender or Lenders (through the Administrative Agent), such additional
amounts as shall be sufficient to compensate such Lender or Lenders (through the
Administrative Agent) for such increased costs or reductions in amount. A
statement as to such increased costs or reductions in amount incurred by any
such Lender or Lenders, submitted by such Lender or Lenders to the Company,
shall be conclusive in the absence of manifest error as to the amount thereof.

                  Section 7.  Conditions Precedent.

                  7.01 Initial Extension of Credit. The obligation of any Lender
to make its initial extension of credit hereunder (whether by making a Loan or
issuing a Letter of Credit) is subject to the conditions precedent that (i) such
extension of credit shall be made on or before October 31, 1996, and (ii) the
Administrative Agent shall have received the following documents and other
evidence (with, in the case of clauses (a), (b), (c) and (d) below, sufficient
copies for each Lender), each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form
and substance (delivery to the Administrative Agent by a Lender of a signature
page hereto constituting conclusive evidence of such Lender's satisfaction as to
the fulfillment of the conditions precedent hereto):

                  (a) Corporate Documents. Certified copies of the charter and
         by-laws (or equivalent documents) of each Obligor and of all corporate
         authority for each Obligor (including, without limitation, board of
         director resolutions and evidence of the incumbency, including specimen
         signatures, of officers) with respect to the execution, delivery and
         performance of such of the Basic Documents to which such Obligor is
         intended to be a party and each other document to be delivered by such
         Obligor from time to time in connection herewith and the extensions of
         credit hereunder (and the Administrative Agent and each Lender may
         conclusively rely on such certificate until it receives notice in
         writing from such Obligor to the contrary).

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

                  (c)  Opinion of Special New York Counsel to the
         Obligors.  An opinion, dated the Closing Date, of Sullivan &
         Worcester, special New York counsel to the Obligors,
         substantially in the form of Exhibit E hereto and covering

                                Credit Agreement

                                     - 46 -

         such other matters as the Administrative Agent or any Lender
         may reasonably request.

                  (d)  Opinion of Special New York Counsel to the
         Administrative Agent.  An opinion, dated the Closing Date,
         of Milbank, Tweed, Hadley & McCloy, special New York counsel
         to the Administrative Agent, substantially in the form of
         Exhibit F hereto.

                  (e)  Notes.  The Notes, duly completed and executed for
         each Lender.

                  (f)  Counterparts.  This Agreement, duly executed and
         delivered by the Company and each of the Lenders.

                  (g)  Subsidiary Guaranty.  The Subsidiary Guaranty,
         duly executed and delivered by each Subsidiary Guarantor and
         the Administrative Agent.

                  (h)  Security Documents.

                           (i) The Company Pledge Agreement, duly executed and
                  delivered by the Company and the Administrative Agent,
                  together with the certificates identified in Annex I thereto,
                  accompanied by undated stock powers executed in blank.

                           (ii) The Subsidiary Pledge Agreement duly executed
                  and delivered by each Subsidiary Guarantor and the
                  Administrative Agent, in each case together with the
                  certificates identified in Annex I thereto under the names of
                  the respective Subsidiary Guarantor, in each case accompanied
                  by undated stock powers executed in blank.

         In addition, each of the Obligors shall have taken such other action
         (including, without limitation, delivering to the Administrative Agent,
         for filing, appropriately completed and duly executed copies of Uniform
         Commercial Code financing statements) as the Administrative Agent shall
         have requested in order to perfect the security interests created
         pursuant to the Company Pledge Agreement and the Subsidiary Pledge
         Agreement.

                  (i) Senior Subordinated Debt. Evidence that the Senior
         Subordinated Debt Documents shall have been duly authorized, executed
         and delivered, and that the Notes evidencing the Senior Subordinated
         Debt shall have been duly issued at par, in each case containing terms
         in form and substance satisfactory to each Lender, and the
         Administrative Agent shall have received copies of each of

                                Credit Agreement

                                     - 47 -

         the Senior Subordinated Debt Documents certified by a senior financial
         officer of the Company. In addition, the Administrative Agent shall
         have received a certificate of a senior financial officer of the
         Company to the effect that the Company has received net cash proceeds
         (prior to the payment of any transaction expenses) from the issuance of
         the Senior Subordinated Debt pursuant to the Senior Subordinated Debt
         Documents in an aggregate amount at least equal to $125,000,000.

                  (j) Repayment of Existing Indebtedness. Evidence that the
         principal of and interest on, and all other amounts owing in respect
         of, the Indebtedness (including, without limitation, any contingent or
         other amounts payable in respect of letters of credit, but excluding
         Existing Letters of Credit) indicated on Schedule IV hereto that is to
         be repaid on the Closing Date shall have been (or shall be
         simultaneously) paid in full, that any commitments to extend credit
         under the agreements or instruments relating to such Indebtedness shall
         have been canceled or terminated and that all Guarantees in respect of,
         and all Liens securing, any such Indebtedness shall have been released
         (or arrangements for such release satisfactory to the Majority Lenders
         shall have been made); in addition, the Administrative Agent shall have
         received from any Person holding any Lien securing any such
         Indebtedness, such Uniform Commercial Code termination statements,
         mortgage releases and other instruments, in each case in proper form
         for recording, as the Administrative Agent shall have requested to
         release and terminate of record the Liens securing such Indebtedness
         (or arrangements for such release and termination satisfactory to the
         Majority Lenders shall have been made).

                  (k) Insurance. Certificates of insurance evidencing the
         existence of all insurance required to be maintained by the Company
         pursuant to Section 9.03 hereof, such certificates to be in such form
         and contain such information as is specified in said Section 9.03. In
         addition, the Company shall have delivered a certificate of a senior
         financial officer of the Company setting forth the insurance obtained
         by it in accordance with the requirements of said Section 9.03 and
         stating that such insurance is in full force and effect and that all
         premiums then due and payable thereon have been paid.

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

The obligation of any Lender to make its initial extension of credit hereunder
is also subject to the payment by the Company of

                                Credit Agreement

                                     - 48 -

such fees as the Company shall have agreed to pay or deliver to any Lender or
the Administrative Agent in connection herewith, including, without limitation,
the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy, special New
York counsel to the Administrative Agent, in connection with the negotiation,
preparation, execution and delivery of this Agreement and the Notes and the
other Basic Documents and the extensions of credit hereunder (to the extent that
statements for such fees and expenses have been delivered to the Company).

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

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

                  (b) the representations and warranties made by each of the
         Company and the Subsidiary Guarantors in each Basic Document to which
         it is a party shall be true on and as of the date of the making of such
         Loan or such issuance, with the same force and effect as if made on and
         as of such date; provided that the representations and warranties set
         forth in Section 8.10 hereof need only be true as of the Closing Date;
         and

                  (c) the borrowing of such Loan by the Company hereunder or the
         issuance of such Letter of Credit, as the case may be, and the related
         incurrence of obligations by the Company, does not violate the
         provisions of the Senior Subordinated Debt Indenture or any other
         Senior Subordinated
         Debt Document.

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

                  Section 8.  Representations and Warranties.  The
Company represents and warrants to the Lenders and the
Administrative Agent as follows:

                  8.01  Corporate Existence.  Each of the Company and its
Subsidiaries:  (a) is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction
of its incorporation; (b) has all requisite corporate power, and
has all governmental licenses, authorizations, consents, permits

                                Credit Agreement

                                     - 49 -

and approvals (including any license, authorization, consent, permit and
approval required under any Environmental Law) necessary to own its assets and
carry on its business as now being or as proposed to be conducted (except such
licenses, authorizations, consents and approvals the lack of which, in the
aggregate, will not have a Material Adverse Effect); and (c) is qualified to do
business in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify would have
a Material Adverse Effect.

                  8.02  Information.

                  (a) The Company has heretofore furnished to each of the
Lenders consolidated balance sheets of the Company and its Subsidiaries as at
December 31, 1994 and December 31, 1995 and the related consolidated statements
of income, retained earnings and cash flows of the Company and its Subsidiaries
for the fiscal years respectively ended on said dates, with the opinion thereon
of Arthur Andersen L.L.P., and the unaudited consolidated balance sheets of the
Company and its Subsidiaries as at March 31, 1996 and June 30, 1996 and the
related consolidated statements of income, retained earnings and cash flows of
the Company and its Subsidiaries for the three and six month periods
respectively ended on such dates. All such financial statements are complete and
correct and fairly present the consolidated financial condition of the Company
and its Subsidiaries as at said dates and the consolidated results of their
operations for the fiscal years and three and six month periods ended on said
dates (subject, in the case of such financial statements as at March 31, 1996
and June 30, 1996, to normal year-end audit adjustments), all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis.

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

                                Credit Agreement

                                     - 50 -

or therein or delivered pursuant hereto or thereto, when taken as a whole do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. All written
information furnished after the date hereof by the Company and its Subsidiaries
to the Administrative Agent and the Lenders in connection with this Agreement
and the other Basic Documents and the transactions contemplated hereby and
thereby will be true, complete and accurate in every material respect, or (in
the case of projections) based on reasonable estimates, on the date as of which
such information is stated or certified.

                  (c) Since December 31, 1995, there has been no material
adverse change in the business, assets, property, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole or,
to the knowledge of the Company, in the ability of the Company or any of the
Subsidiary Guarantors to perform its obligations under each Basic Document to
which it is a party.

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

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

                                Credit Agreement

                                     - 51 -

                  8.05 Corporate Action. Each of the Company and the Subsidiary
Guarantors has all necessary corporate power and authority to execute, deliver
and perform its obligations under the Basic Documents to which it is a party;
the execution, delivery and performance by the Company and the Subsidiary
Guarantors of the Basic Documents to which they are parties have been duly
authorized by all necessary corporate action; and this Agreement has been duly
and validly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company and each of the other Basic
Documents to which the Company or any of the Subsidiary Guarantors is to be a
party constitute its legal, valid and binding obligation, in each case
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization or moratorium or other
similar laws relating to the enforcement of creditors' rights generally and by
general equitable principles.

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

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

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

                  8.09 Taxes. Each of the Company and its Subsidiaries has filed
all United States Federal income tax returns and all other material tax returns
which are required to be filed by it and has paid all taxes due pursuant to such
returns or pursuant to any assessment received by it, except to the extent the
same

                                Credit Agreement

                                     - 52 -

may be contested as permitted by Section 9.02 hereof. The charges, accruals and
reserves on the books of such Persons in respect of taxes and other governmental
charges are, in the opinion of the Company, adequate.

                  8.10  Subsidiaries; Agreements; Etc.

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

                  (b) Schedule IV hereto is a complete and correct list of all
credit agreements, indentures, capitalized leases, obligations in respect of
letters of credit, guaranties, joint venture agreements, and other material
instruments in effect as of the date hereof providing for, evidencing, securing
or otherwise relating to any Indebtedness or any Material Lease Obligations (as
hereinafter defined) of the Company or any of its Subsidiaries, and all
obligations of the Company or any of its Subsidiaries to issuers of surety or
appeal bonds issued for account of the Company or any of its Subsidiaries, and
such list correctly sets forth the names of the debtor or lessee and creditor or
lessor with respect to the Indebtedness or Material Lease Obligations
outstanding or to be outstanding and the property subject to any Lien securing
such Indebtedness or Material Lease Obligation. The Company has heretofore
delivered to the Administrative Agent a complete and correct copy of all such
credit agreements, indentures, capitalized leases, letter of credit obligations,
guaranties, joint venture agreements and other material instruments, including
any modifications or supplements thereto, as in effect on the date hereof. As
used herein, the term "Material Lease Obligations" shall mean any operating
lease which requires aggregate annual rentals during any period of twelve months
during the term of such lease in an amount in excess of $100,000.

                  (c) None of the Subsidiaries of the Company is, on the date
hereof, subject to any indenture, agreement, instrument or other arrangement of
the type described in Section 9.22(d) hereof (other than the Senior Subordinated
Debt Indenture).

                  8.11  Investment Company Act.  None of the Company or
its Subsidiaries is an investment company within the meaning of
the Investment Company Act of 1940, as amended, or, directly or

                                Credit Agreement

                                     - 53 -

indirectly, controlled by or acting on behalf of any Person which is an
investment company, within the meaning of said Act.

                  8.12 Public Utility Holding Company Act. None of the Company
or its Subsidiaries is a "holding company", or an "affiliate" of a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

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

                  8.14  Environmental Compliance.

                (i) No notice, notification, demand, request for information,
         citation, summons, complaint or order has been issued, no complaint has
         been filed, no penalty has been assessed and no investigation or review
         is pending or, to the Company's knowledge, threatened by any
         governmental or other entity with respect to any (A) alleged violation
         by the Company or any Subsidiary of any Environmental Law, (B) alleged
         failure by the Company or any Subsidiary to have any environmental
         permit, certificate, license, approval, registration or authorization
         required in connection with the conduct of its business or (C)
         generation, treatment, storage, recycling, transportation or disposal
         or Release (each a "Regulated Activity") of any Hazardous Substances;

               (ii) neither the Company nor any Subsidiary has engaged in any
         Regulated Activity other than as a generator (as such term is used in
         RCRA) in compliance with all applicable Environmental Laws, and no
         Regulated Activity, other than generation by the Company or any
         Subsidiary in compliance with all applicable Environmental Laws, has
         occurred on any property now or previously owned or leased by the
         Company or any Subsidiary. No polychlorinated biphenyls, urea
         formaldehyde, lead, asbestos or asbestos-containing material is or has
         been present at any property now or previously owned or leased by the
         Company or any other Subsidiary. There are no underground storage tanks
         for Hazardous Substances, active or abandoned, at any property now or
         previously owned or leased by the Company or any Subsidiary. No
         Hazardous Substance has been Released at, on or under any property now
         or previously owned or leased by the Company or any Subsidiary. No
         Hazardous Substance is present in a reportable or threshold planning
         quantity where such a

                                Credit Agreement

                                     - 54 -

         quantity has been established by any Environmental Law at,
         on or under, any property now or previously owned or leased
         by the Company or any Subsidiary;

              (iii) no real property now or previously owned or leased by the
         Company or any Subsidiary is listed or, to the Company's knowledge,
         proposed for listing, on the National Priorities List promulgated
         pursuant to CERCLA, on CERCLIS, as defined in CERCLA, or on any similar
         state list of sites requiring investigation or clean-up;

               (iv) neither the Company nor any Subsidiary has transported or
         arranged for the transportation (directly or indirectly) of any
         Hazardous Substance to any location which is listed or to the Company's
         knowledge, proposed for listing, under CERCLA (including on CERCLIS, as
         defined in CERCLA) or on any similar state list or which is the subject
         of federal, state or local enforcement actions or to the Company's
         knowledge, other investigations which may lead to claims against the
         Company or any Subsidiary for clean-up costs, remedial work, damages to
         natural resources or for personal injury claims, including, but not
         limited to, claims under CERCLA;

                (v) there are no liens under Environmental Laws on any of the
         real property or other assets owned or leased by the Company or any
         Subsidiary, and no government actions have been taken or are in process
         which could subject any of such properties or assets to such liens.
         Neither the Company nor any Subsidiary would be required to place any
         notice or restriction relating to Hazardous Substances at any property
         owned by it in any deed to such property;

               (vi) there has been no environmental investigation, study, audit,
         test, review or other analysis conducted of which the Company has
         knowledge in relation to the current or prior business of the Company
         or any property or facility now or previously owned or leased by the
         Company or any Subsidiary, which has not been delivered to the Lenders
         prior to the date hereof; and

              (vii) neither the Company nor any Subsidiary has assumed from any
         third party, or indemnified any third party for, any Environmental
         Liability,

except for Environmental Liabilities of the Company and its Subsidiaries
(without duplication) that relate to or result from any matter referred to in
clauses (i) through (vii) (without duplication), which do not exceed in the
aggregate, at any time, $6,000,000.

                                Credit Agreement

                                     - 55 -

                  8.15 Solvency. At the Closing Date and after giving effect to
the consummation of the transactions contemplated by this Agreement, the Company
will (i) have capital, cash flows and sources of working capital financing
sufficient to carry on its business and transactions and all business and
transactions in which it is about to engage, (ii) be able to pay its debts as
they mature, and (iii) have assets (tangible and intangible) whose fair salable
value exceeds its total liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities).

                  8.16 Capitalization. The authorized Capital Stock of the
Company consists, on the date hereof, of an aggregate of 16,000,000 shares
consisting of (i) 13,000,000 shares of Common Stock, par value $0.01 per share,
of which 9,627,141 shares are duly and validly issued and outstanding, (ii)
1,000,000 shares of Nonvoting Common Stock, par value $0.01 per share, of which
500,000 shares are duly and validly issued and outstanding and (iii) 2,000,000
shares of Preferred Stock, par value $0.01 per share, none of which is
outstanding. As of the date hereof, except as disclosed on Schedule V hereto,
(x) there are no outstanding Equity Rights with respect to the Company and (y)
there are no outstanding obligations of the Company or any of its Subsidiaries
to repurchase, redeem, or otherwise acquire any shares of Capital Stock of the
Company nor are there any outstanding obligations of the Company or any of its
Subsidiaries to make payments to any Person, such as "phantom stock" payments,
where the amount thereof is calculated with reference to the fair market value
or equity value of the Company or any of its Subsidiaries.

                  8.17 Senior Debt. The Indebtedness of the Company to the
Lenders hereunder and the Guarantees of such Indebtedness by the Subsidiaries of
the Company under the Subsidiary Guaranty constitute "Senior Debt" and "Senior
Bank Debt" (and, accordingly, "Designated Senior Debt") under and as defined in,
and for all purposes of, the Senior Subordinated Debt Indenture and the other
Senior Subordinated Debt Documents.

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

                  9.01  Financial Statements and Other Information.  The
Company shall deliver to each of the Lenders:

                  (a)  as soon as available and in any event within 90
         days after the end of each fiscal year of the Company,

                                Credit Agreement

                                     - 56 -

         consolidated statements of income, retained earnings and cash flow of
         the Company and its Subsidiaries for such year and the related
         consolidated balance sheet as at the end of such year, setting forth in
         each case in comparative form the corresponding figures for the
         preceding fiscal year, and accompanied by an opinion thereon of Arthur
         Andersen L.L.P. or other independent certified public accountants of
         recognized national standing, which opinion shall state that said
         consolidated financial statements fairly present the consolidated
         financial condition and results of operations of the Company and its
         Subsidiaries as at the end of, and for, such fiscal year, and stating
         (or indicating in a footnote to such financial statements) that, in
         making the examination necessary for their above-described opinion (but
         without any special or additional procedures for that purpose), they
         obtained no knowledge, except as specifically stated, of any Default;

                  (b) as soon as available and in any event within 45 days after
         the end of each fiscal quarter of the Company (or, in the case of the
         last fiscal quarter in each fiscal year, within 90 days) consolidated
         statements of income, retained earnings and cash flow of the Company
         and its Subsidiaries for such fiscal quarter and for the portion of the
         fiscal year ended at the end of such fiscal quarter, and the related
         consolidated balance sheet as at the end of such fiscal quarter,
         setting forth in each case in comparative form the corresponding
         figures from the Company's operating budget for such fiscal year and
         accompanied, in each case, by a certificate of the chief financial
         officer or vice president-treasurer of the Company which certificate
         shall state that said consolidated financial statements fairly present
         the consolidated financial condition and results of operations of the
         Company in accordance with GAAP (except for the absence of footnotes)
         consistently applied as at the end of, and for, such fiscal quarter
         (subject to normal year-end audit adjustments);

                  (c) within 30 days after the beginning of each fiscal year of
         the Company, a copy of the consolidated operating budget, including,
         without limitation, projection of the anticipated cash flow, of the
         Company and its Subsidiaries for such fiscal year, such budget to be
         accompanied by a certificate of the chief financial officer or vice
         president-treasurer of the Company specifying the assumptions on which
         such budget was prepared, stating that such officer has no reason to
         question the reasonableness of any material assumptions on which such
         budget was prepared and providing such other details as the
         Administrative Agent may reasonably request;

                                Credit Agreement

                                     - 57 -

                  (d) promptly upon the mailing thereof to the shareholders or
         creditors of the Company generally, copies of all financial statements,
         reports and proxy statements so mailed;

                  (e) promptly upon the filing thereof, copies of all
         registration statements (other than any registration statements on Form
         S-8 or its equivalent) and any reports which the Company shall have
         filed with the Securities and Exchange Commission;

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

                  (g) promptly following the delivery thereof to the Company or
         to the Board of Directors or management of the Company, a copy of any
         management letter or similar written report by independent public
         accountants with respect to the financial condition, operations,
         business or prospects of the Company;

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

                  (i) within 45 days after the end of each fiscal quarter of the
         Company, a report, certified by the Chief Financial Officer of the
         Company, specifying the Capital Expenditures made by the Company during
         the previous fiscal quarter (broken down to identify Maintenance
         Capital Expenditures and other Capital Expenditures) and the Additional
         Expenditures made by the Company during the previous fiscal quarter;
         and

                  (j) from time to time such other information regarding the
         financial condition, operations, prospects or business of the Company
         as the Administrative Agent or any Lender through the Administrative
         Agent may reasonably request.

                                Credit Agreement

                                     - 58 -

The Company will furnish to each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of
its chief executive officer, chief financial officer or vice president-treasurer
(i) to the effect that, to the best of such Person's knowledge after due
inquiry, no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail) and (ii)
setting forth in reasonable detail the computations necessary to determine the
Applicable Leverage Ratio and to determine whether it was in compliance with
Sections 9.08 through 9.15 and 9.19 hereof as of the end of the respective
fiscal quarter or fiscal year.

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

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

                  (1) Property Insurance -- insurance against loss or damage
         covering all of the tangible real and personal property and
         improvements of the Company and its Subsidiaries, by reason of any
         Peril (as defined below), in amounts as shall be reasonable and
         customary, but in no event less than the greater of (A) the functional
         replacement cost of all such real and personal property and
         improvements and (B) the amounts necessary to avoid the insured named
         therein from becoming a co-insurer of any loss under such policy,
         except that (x) the minimum annual aggregate limits for earthquake
         perils shall be $5,000,000 in California, and $5,000,000 in all other
         states and (y) the minimum aggregate limit for flood perils shall be
         $5,000,000. Such insurance shall be subject to the following maximum
         deductibles: In the case of earthquake perils in California, the
         greater of 10% of the insurable value of the property insured and
         $500,000 per occurrence;

                                Credit Agreement

                                     - 59 -

         in the case of earthquake perils outside California and flood perils in
         all places, the greater of 3% of the insurable value of the property
         insured and $350,000 per occurrence; and in all other cases $300,000
         per occurrence.

                  (2) Business Interruption Insurance -- insurance against loss
         of operating income earned from the operation of the business of the
         Company and its Subsidiaries, by reason of any Peril affecting the
         operation thereof, and insurance against any other insurable loss of
         operating income by reason of any business interruption affecting the
         Company to the extent covered by standard business interruption
         policies in the States in which the Properties are located, but in any
         event in an amount of at least $5,000,000 per policy period, which
         insurance shall in each case cover gross earnings by reason of the
         particular Peril or other insurable business interruption and with a
         deductible (or self-insured amount) not in excess of $300,000 or, in
         California, 5% of the insured value of the property.

Such insurance shall be written by financially responsible companies selected by
the Company, having an A.M. Best rating of "A-" or better and in a financial
size category acceptable to the Majority Lenders, or by other companies
acceptable to the Majority Lenders.

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

                  9.04 Maintenance of Existence; Conduct of Business. The
Company will preserve and maintain, and will cause each of its Subsidiaries to
preserve and maintain, its corporate existence and all of its rights, privileges
and franchises necessary or desirable in the normal conduct of its business, and
will conduct its business in a regular manner; provided that nothing herein
shall prevent (i) the merger and dissolution of any Subsidiary of the Company
into the Company or any Wholly-Owned Subsidiary of the Company so long as the
Company or such Wholly-Owned Subsidiary is the surviving corporation or (ii) the
abandonment of any right, privilege or franchise (including any lease) not
material in the aggregate to the business of the Company and its Subsidiaries.

                                Credit Agreement

                                     - 60 -

                  9.05  Maintenance of and Access to Properties.

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

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

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

                  9.07 Litigation. The Company will promptly give to the
Administrative Agent (which shall promptly notify each Lender) notice in writing
of (i) all judgments against it or any of its Subsidiaries (other than judgments
fully covered by insurance) which individually exceed $100,000 or in the
aggregate exceed $1,000,000 and (ii) all litigation and of all proceedings of
which it is aware before any courts, arbitrators or governmental or regulatory
agencies affecting the Company or any of its Subsidiaries except litigation or
proceedings which, if adversely determined, would not in the reasonable opinion
of the Company have a Material Adverse Effect.

                  9.08 Indebtedness. The Company will not, and will not permit
any of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except: (i) Indebtedness to the Lenders hereunder; (ii) the Indebtedness
existing on the Closing Date and set forth in Schedule IV hereto (including any
extensions, renewals or refunding of such Indebtedness, so long as the principal
amount of such Indebtedness is not increased); (iii) Senior Subordinated Debt in
an aggregate outstanding principal amount not exceeding $165,000,000; and (iv)
so long as no Default shall have occurred or be continuing hereunder at the time
of such creation or incurrence, Permitted Indebtedness.

                                Credit Agreement

                                     - 61 -

                  9.09 Leverage Ratio. The Company will not, as at the end of
any fiscal quarter, permit the ratio, calculated as at the end of such fiscal
quarter for the four fiscal quarters then ended, of (i) the excess of (x) the
aggregate outstanding principal amount of Funded Indebtedness of the Company and
its Subsidiaries at such date over (y) the aggregate amount of cash and Liquid
Investments of the Company and Subsidiaries as of such date to (ii) EBITDA for
such period (the "Leverage Ratio") to exceed the ratio set forth below for the
period in which such fiscal quarter ends:

                  Period                                 Leverage Ratio

         From the Closing Date
         through December 31, 1996                         5.00 to 1

         From January 1, 1997
         through December 31, 1997                         5.00 to 1

         From January 1, 1998
         through December 31, 1998                         4.75 to 1

         From January 1, 1999
         through December 31, 1999                         4.50 to 1

         From January 1, 2000
         through December 31, 2000                         4.00 to 1

         From January 1, 2001
         and at all times thereafter                       3.50 to 1

                  9.10 Interest Coverage Ratio. The Company will not, as at the
end of any fiscal quarter, permit the ratio, calculated as at the end of such
fiscal quarter for the four fiscal quarters then ended, of (i) EBITDA for such
period to (ii) Interest Expense for such period to be less than the ratio set
forth below for the period in which such fiscal quarter ends:

                  Period                         Interest Coverage Ratio

         From the Closing Date
         through December 31, 1996                      1.80 to 1

         From January 1, 1997
         through December 31, 1997                      1.80 to 1

         From January 1, 1998
         through September 30, 1998                     1.90 to 1

         From October 1, 1998
         through December 31, 1998                      2.00 to 1

                                Credit Agreement

                                     - 62 -

         From January 1, 1999
         through June 30, 1999                           2.00 to 1

         From July 1, 1999
         through December 31, 1999                       2.25 to 1

         From January 1, 2000
         through June 30, 2000                           2.35 to 1

         From July 1, 2000
         through December 31, 2000                       2.50 to 1

         From January 1, 2001
         and at all times thereafter                     2.50 to 1

                  For purposes of calculating any ratio set forth in this
Section, if the Company elects pursuant to the penultimate sentence of the
definition of EBITDA to include in EBITDA for the period to which such ratio
relates the pro forma amounts referred to in such sentence, there shall be
included in Interest Expense for such period, on a pro forma basis, interest
accruing during such period on Indebtedness (and the interest portion of
payments under Capitalized Lease Obligations) assumed or incurred by the Company
and its Subsidiaries (on a consolidated basis) in connection with any Permitted
Acquisition having Acquisition Consideration of more than $750,000 during such
period.

                  9.11 Fixed Charges Coverage Ratio. The Company will not, as at
the end of any fiscal quarter, permit the ratio, calculated as at the end of
such fiscal quarter for the four fiscal quarters then ended, of (i) Adjusted
EBITDA for such period to (ii) Fixed Charges for such period to be less than the
ratio set forth below for the period in which such fiscal quarter ends:

                                                   Fixed Charges
                  Period                           Coverage Ratio

         From the Closing Date
         through December 31, 1996                  1.20 to 1

         From January 1, 1997
         through December 31, 1997                  1.20 to 1

         From January 1, 1998
         through December 31, 1998                  1.20 to 1

         From January 1, 1999
         through December 31, 1999                  1.40 to 1

                                Credit Agreement

                                     - 63 -

         From January 1, 2000
         through December 31, 2000                  1.75 to 1

         From January 1, 2001
         and at all times thereafter                1.75 to 1

                  For purposes of calculating any ratio set forth in this
Section, if the Company elects pursuant to the penultimate sentence of the
definition of EBITDA to include in EBITDA for the period to which such ratio
relates the pro forma amounts referred to in such sentence, there shall be
included in Fixed Charges for such period, on a pro forma basis, principal
payable and interest accruing during such period on Indebtedness (and the
interest portion of payments under Capitalized Lease Obligations) assumed or
incurred by the Company and its Subsidiaries (on a consolidated basis) in
connection with any Permitted Acquisition having Acquisition Consideration of
more than $750,000 during such period.

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

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

                    (ii) dispositions of worn out or obsolete tools or equipment
         no longer used or useful in the business of the Company and its
         Subsidiaries, provided that no single disposition of tools or equipment
         shall have a fair market value (determined in good faith by the Company
         at the time of such disposition) in excess of $1,000,000;

                   (iii)  Capital Expenditures to the extent permitted
         under Section 9.19 hereof;

                    (iv) acquisitions of Investments permitted under Section
         9.14 hereof and dispositions thereof (other than (x) dispositions of
         Investments in any Subsidiary of the Company not otherwise permitted
         hereunder and (y) dispositions of Investments referred to in clause
         (viii) of said Section 9.14);

                     (v) other dispositions of assets during any fiscal year
         having an aggregate fair market value (determined in good faith at the
         time of such disposition by the Board of Directors of the Company) not
         exceeding $5,000,000 in

                                Credit Agreement

                                     - 64 -

         respect of Qualifying Sale-Leaseback Transactions or
         $5,000,000 in respect of all other dispositions;

                    (vi) subject to compliance with the provisions of Section
         9.22(b) hereof, the sale, lease, assignment, transfer or other
         disposition of any assets by any Subsidiary of the Company to the
         Company or any Wholly-Owned Subsidiary thereof;

                   (vii)  Large Volume Account Capitalized Expenditures;
         and

                  (viii) so long as no Default shall have occurred or be
         continuing hereunder at the time of such Acquisition, Permitted
         Acquisitions and related Additional Expenditures.

                  For purposes of this Section 9.12, "Permitted Acquisition"
shall mean Acquisitions complying with the following:

                  (a) Maximum Periodic Consideration. Without the consent of the
         Majority Lenders, the aggregate amount of Acquisition Consideration
         paid in respect of Acquisitions shall not exceed $75,000,000 in any
         Calculation Period (provided that the aggregate amount of Acquisition
         Consideration (excluding, for purposes of this proviso, Stock
         Consideration) paid in respect of Acquisitions shall not exceed
         $50,000,000 in any Calculation Period).

                  (b)  Maximum Individual Consideration.  Without the
         consent of the Majority Lenders, the Acquisition
         Consideration payable in respect of any single Acquisition
         or series of related Acquisitions shall not exceed
         $30,000,000.

                  (c) Lines of Business, Etc. All such Acquisitions shall be of
         assets relating to the records management business (or of 100% of the
         stock of corporations whose assets consist substantially of such
         assets) or through the merger of such a corporation into a Subsidiary
         of the Company, which shall be the surviving corporation.

For purposes of this definition, any deferred non-contingent consideration
payable in respect of an Acquisition shall be discounted to net present value at
the rate of 10% per annum.

                  9.13 Liens. The Company will not, and will not permit any of
its Subsidiaries to, create or suffer to exist any Lien upon any property or
assets, now owned or hereafter acquired, securing any Indebtedness or other
obligation, except: (i) the Liens created pursuant to the Security Documents;
(ii) the Liens

                                Credit Agreement

                                     - 65 -

existing on the Closing Date set forth in Schedule IV and Liens arising out of
the refinancing, extension, renewal or refunding of any Indebtedness secured by
any Lien set forth on Schedule IV, provided that the principal amount of such
Indebtedness is not increased and is not secured by any additional assets; (iii)
Liens contemplated by clauses (ii), (iv) and (v) of the definition of Permitted
Indebtedness; (iv) attachment, judgment or other similar Liens arising in
connection with litigation or other legal proceedings, provided that either (A)
the claims in respect of such Liens are fully covered by insurance or (B) the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are in an amount not to exceed $1,000,000 in the
aggregate and are being contested in good faith by appropriate proceedings
diligently prosecuted; (v) Liens on properties or assets of an Excluded
Subsidiary securing Indebtedness of such Excluded Subsidiary permitted
hereunder; and (vi) other Liens arising in the ordinary course of the business
of the Company or such Subsidiary which are not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not
materially detract from the value of its property or assets or materially impair
the use thereof in the operation of its business.

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

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

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

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

                  (iv) Investments in an insurer required as a condition to the
         provision by such insurer of insurance coverage contemplated by Section
         9.03; provided that the aggregate amount of Investments outstanding
         pursuant to this

                                Credit Agreement

                                     - 66 -

         clause (iv) during the term of this Agreement shall not
         exceed $1,500,000;

                  (v) (x) equity Investments in Wholly-Owned Subsidiaries of the
         Company, (y) additional equity Investments in Subsidiaries of the
         Company (other than Wholly-Owned Subsidiaries) with the prior written
         consent of the Majority Lenders, and (z) Investments in the form of
         loans, advances or other obligations owed by any Wholly-Owned
         Subsidiary to the Company, and Investments in the form of loans,
         advances or other obligations owed by the Company to any Wholly-Owned
         Subsidiary; provided that the aggregate amount of Investments by the
         Company permitted by subclauses (x) or (z) of this clause (v) in any
         Subsidiary of the Company that is a mortgagor under any Permitted
         Mortgage shall not exceed, in the aggregate for all such Subsidiaries,
         $10,000,000 at any one time outstanding;

                  (vi) Investments consisting of loans or advances to officers
         and directors of the Company and its Subsidiaries in an amount not to
         exceed $350,000 in the aggregate during any fiscal year (and in any
         event not to exceed $750,000 at any one time outstanding) and loans or
         advances made to employees of the Company to permit such employees to
         exercise options to purchase Capital Stock of the Company;

                  (vii) (x) Investments in Persons that are not Subsidiaries or
         Affiliates of the Company, (y) Investments in Excluded Subsidiaries,
         and guarantees by the Company of Indebtedness of Excluded Subsidiaries
         to the extent such Indebtedness is permitted hereunder and (z) other
         Investments in Subsidiaries of the Company (to the extent such
         Investments are not permitted under clause (v) of this Section 9.14);
         provided that the aggregate outstanding amount of Investments made
         pursuant to this clause (vii) shall not at any time exceed $5,000,000;

                  (viii)  Investments consisting of Permitted
         Acquisitions under Section 9.12 hereof;

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

                                Credit Agreement

                                     - 67 -

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

                  9.15  Restricted Payments.  The Company will not, and
will not permit any of its Subsidiaries to, declare or make any
Restricted Payment, except that the Company may:

                  (i) provided that no Default has occurred and is continuing,
         purchase shares of any class of Capital Stock, or options to purchase
         such shares, of the Company from employees or former employees of the
         Company or its Subsidiaries in amounts not to exceed $500,000 in any
         fiscal year and $1,000,000 in the aggregate after the Closing Date;

                  (ii) make additional Restricted Payments constituting the
         purchase, redemption, retirement or other acquisition of shares of any
         class of Capital Stock of the Company (such Restricted Payments, "Stock
         Repurchases"), subject to the satisfaction of each of the following
         conditions on the date of such Stock Repurchase and after giving effect
         thereto:

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

                           (b) the aggregate amount of Stock Repurchases made
                  during each period set forth in the schedule below shall not
                  exceed the amount set forth below opposite such period:

                                                                  Cumulative
                           Period                                   Amount

                  From the Closing Date to and
                    including December 31, 1997                   $ 5,000,000

                  From the Closing Date to and
                    including December 31, 1998                   $10,000,000

                  From the Closing Date to and
                    including December 31, 1999                   $15,000,000

         In addition, the aggregate amount of all Stock Repurchases made after
         the Closing Date shall not in any event exceed $20,000,000.

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

                                Credit Agreement

                                     - 68 -

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

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

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

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

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

provided that (a) any Affiliate of the Company who is an individual may serve as
a director, officer or employee of the Company and receive reasonable
compensation or indemnification in connection with his or her services in such
capacity; (b) the Company or a Subsidiary of the Company may enter into any
transaction with an Affiliate of the Company providing for the leasing of
property, the rendering or receipt of services or the purchase or sale of
inventory and other assets in the ordinary course of business if the monetary or
business consideration arising therefrom would be substantially as advantageous
to the Company or such Subsidiary as the monetary or business consideration
which would obtain in a comparable arm's length transaction with a Person
similarly situated to the Company but not an Affiliate of the Company; and (c)
the Company may make Investments in Affiliates permitted by Section 9.14(ix)
hereof and may create Residual Assurances for the benefit of an Affiliate
permitted by Section 9.24 hereof in either case in connection with the
construction and/or acquisition of records management facilities to be leased to
the Company or a Subsidiary, so long as, taking such transaction as a whole
(giving effect to such Investment or Residual Assurance, and the lease of such
facility to the Company or such Subsidiary) such Affiliate is not
disproportionately benefitted.

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

                                Credit Agreement

                                     - 69 -

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

                  (ii) so long as no Default has occurred and is continuing,
         scheduled payments of principal of (not to exceed $2,000,000 during
         each fiscal year of the Company) and interest on, and expenses and
         indemnities incurred in connection with, Additional Subordinated
         Indebtedness.

                  9.18 Lines of Businesses. Neither the Company nor any of its
Subsidiaries shall engage to any substantial extent in any business activity
other than the records management business or activities related thereto.

                  9.19 Capital Expenditures. The Company will not permit the
aggregate amount of Capital Expenditures made in any fiscal year of the Company
to exceed $25,000,000. If the aggregate amount of Capital Expenditures for any
fiscal year shall be less than the amount permitted to be made in such fiscal
year, then the shortfall shall be added to the amount of Capital Expenditures
permitted for the immediately succeeding fiscal year.

                  9.20 Modification of Other Agreements. The Company will not
request or consent to any modification, supplement or waiver of any of the
provisions of any instrument or document evidencing or governing Subordinated
Indebtedness except on terms and pursuant to documentation in all respects
reasonably satisfactory to the Administrative Agent.

                  9.21  Interest Rate Protection.  The Company shall at
all times maintain a program reasonably acceptable to the
Administrative Agent providing for the hedging or mitigation of
interest rate risk.

                  9.22  Certain Obligations Respecting Subsidiaries.

                  (a) The Company will, and will cause each of its Subsidiaries
to, take such action from time to time as shall be necessary to ensure that the
Company and each of its Subsidiaries at all times owns (subject only to the Lien
of the Security Documents) all of the issued and outstanding shares of each
class of Capital Stock of each of such Person's Subsidiaries (other than, in
each case, Capital Stock of Excluded Subsidiaries). Without limiting the
generality of the foregoing, the Company shall not, and shall not permit any of
its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock
in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit
any Subsidiary of the Company (other than an Excluded

                                Credit Agreement

                                     - 70 -

Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any
Person (other than to the Company or to another Wholly-Owned Subsidiary or
pursuant to Section 9.12 hereof). In the event that any such additional shares
of Capital Stock shall be issued by any Subsidiary of the Company, the Company
agrees forthwith to deliver to the Administrative Agent pursuant to the Security
Documents the certificates evidencing such shares of stock, accompanied by
undated stock powers executed in blank and shall take such other action as the
Administrative Agent shall request to perfect the security interest created
therein pursuant to the Security Documents.

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

                  (c)  Notwithstanding anything to the contrary in this
Section 9.22, if:

                  (x)  the obligations of an Excluded Subsidiary under
         the Subsidiary Guaranty; or

                  (y)  the pledge by the Company or any of its
         Subsidiaries of more than 66% of the aggregate Voting Stock
         of an Excluded Subsidiary

would, as determined in a resolution of the Board of Directors of the Company
delivered to the Administrative Agent, create a tax disadvantage that is
material in relation to the aggregate amount of the Investment or proposed
Investment therein by the Company and its Subsidiaries, then:

                  (I) such Excluded Subsidiary shall not be required to be or
         become a party to the Subsidiary Guaranty or otherwise Guarantee the
         obligations of the Company hereunder; and

                                Credit Agreement

                                     - 71 -

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

                  (d) The Company will not permit any of its Subsidiaries (other
than Excluded Subsidiaries) to enter into, after the date hereof, any indenture,
agreement, instrument or other arrangement (other than the Senior Subordinated
Debt Indenture) that, directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, the incurrence or payment of Indebtedness, the granting of Liens, the
declaration or payment of dividends, the making of loans, advances or
Investments or the sale, assignment, transfer or other disposition of Property.

                  9.23 Environmental Matters. The Company will promptly give to
the Lenders notice in writing of any complaint, order, citation, notice or other
written communication from any Person with respect to, or if the Company becomes
aware after due inquiry of, (i) the existence or alleged existence of a
violation of any applicable Environmental Law or the incurrence of any
liability, obligation, remedial action, loss, damage, cost, expense, fine,
penalty or sanction resulting from any air emission, water discharge, noise
emission, asbestos, Hazardous Substance or any other environmental, health or
safety matter at, upon, under or within any property now or previously owned,
leased, operated or used by the Company or any of its Subsidiaries or any part
thereof, or due to the operations or activities of the Company, any Subsidiary
or any other Person on or in connection with such property or any part thereof
(including receipt by the Company or any Subsidiary of any notice of the
happening of any event involving the Release or cleanup of any Hazardous
Substance), (ii) any Release on such property or any part thereof in a quantity
that is reportable under any applicable Environmental Law, (iii) the
commencement of any cleanup pursuant to or in accordance with any applicable
Environmental Law of any Hazardous Substances on or about such property or any
part thereof and (iv) any pending or threatened proceeding for the termination,
suspension or non-renewal of any permit required under any applicable
Environmental Law, in each of the cases (i), (ii), (iii) and (iv), (x) which
could result in liability or expenses in excess of $1,000,000 or (y) which
individually or in the aggregate could have a Material Adverse Effect.

                  9.24 Residual Assurances. The Company will not, and will not
permit any of its Subsidiaries to, create, incur or suffer to exist any Residual
Assurances, except that (notwithstanding Sections 9.08 and 9.14) the Company may
create a Residual Assurance with respect of the construction or

                                Credit Agreement

                                     - 72 -

acquisition of any records management facility by any Affiliate of the Company
so long as (a) the maximum liability of the Company in respect of such Residual
Assurance does not exceed 15% of the fair market value (as determined in good
faith by the Board of Directors of the Company) of the completed records
management facility, and (b) the maximum liability of the Company in respect of
all Residual Assurances does not exceed $3,000,000 in the aggregate.

                  Section 10.  Defaults.

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

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

                  (b) the Company or any of its Subsidiaries shall default in
         the payment when due of any principal of or interest on any
         Indebtedness having an outstanding principal amount of at least
         $1,000,000 (other than the Loans); or any event or condition shall
         occur which results in the acceleration of the maturity of any such
         Indebtedness or enables (or, with the giving of notice or lapse of time
         or both, would enable) the holder of any such Indebtedness or any
         Person acting on such holder's behalf to accelerate the maturity
         thereof; or

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

                  (d) (i) the Company shall default in the performance of any of
         its obligations under Sections 9.08 through 9.24 hereof; (ii) any
         Subsidiary Guarantor shall default in the performance of any of its
         obligations under the Subsidiary Guaranty beyond any applicable grace
         period; (iii) the Company or any Subsidiary Guarantor shall default in
         the performance of any of its other obligations in any Basic Document,
         and such default described in this subclause (iii) shall continue
         unremedied for a period of 25 days after notice thereof to the Company
         by the Administrative Agent or the Majority Lenders (through the
         Administrative Agent); or

                                Credit Agreement

                                     - 73 -

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

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

                  (g) a proceeding or case shall be commenced, without the
         application or consent of the Company or any of its Subsidiaries in any
         court of competent jurisdiction, seeking (i) its liquidation,
         reorganization, dissolution or winding-up, or the composition or
         readjustment of its debts, (ii) the appointment of a trustee, receiver,
         custodian, liquidator or the like of such Person or of all or any
         substantial part of its assets, or (iii) similar relief in respect of
         such Person under any law relating to bankruptcy, insolvency,
         reorganization, winding-up, or composition or adjustment of debts, and
         such proceeding or case shall continue undismissed, or an order,
         judgment or decree approving or ordering any of the foregoing shall be
         entered and continue unstayed and in effect, for a period of 60 days;
         or an order for relief against such Person shall be entered in an
         involuntary case under the Bankruptcy Code; or

                  (h) a final judgment or judgments for the payment of money
         shall be rendered by a court or courts against the Company or any of
         its Subsidiaries in excess of $500,000 in the aggregate, and the same
         shall not be discharged (or provision shall not be made for such
         discharge), or a stay of execution thereof shall not be procured,
         within 30 days from the date of entry thereof, or the Company or such
         Subsidiary shall not, within said period of 30 days, or such longer
         period during which execution of the same shall have been stayed,
         appeal therefrom and cause the execution thereof to be stayed during
         such appeal; or

                  (i) the Company or any member of the Controlled Group shall
         fail to pay when due an amount or amounts aggregating in excess of
         $500,000 which it shall have become liable to

                                Credit Agreement

                                     - 74 -

         pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
         intent to terminate a Plan or Plans having aggregate Unfunded
         Liabilities in excess of $500,000 shall be filed under Title IV of
         ERISA by the Company or any member of the Controlled Group, any plan
         administrator or any combination of the foregoing; or the PBGC shall
         institute proceedings under Title IV of ERISA to terminate or to cause
         a trustee to be appointed to administer any such Plan or Plans or a
         proceeding shall be instituted by a fiduciary of any such Plan or Plans
         against the Company or any member of the Controlled Group to enforce
         Section 515 or 4219(c)(5) of ERISA; or a condition shall exist by
         reason of which the PBGC would be entitled to obtain a decree
         adjudicating that any such Plan or Plans must be terminated; or there
         shall occur a complete or partial withdrawal from, or a default, within
         the meaning of Section 4219(c)(5) of ERISA, with respect to, one or
         more Multiemployer Plans which could cause the Company or one or more
         members of the Controlled Group to incur a current payment obligation
         in excess of $500,000; or

                  (j) without limiting the generality of clause (d) above, any
         of the insurance required to be maintained (or caused to be maintained)
         by the Company under Section 9.03 hereof shall be terminated and not
         simultaneously replaced with other insurance satisfactory to the
         Majority Lenders; or

                  (k)  any Change of Control shall occur; or

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

                  (m) the Company and/or any Subsidiary of the Company has
         incurred or incurs Environmental Liabilities (without duplication) in
         excess of $5,000,000 in the aggregate at any time, which Environmental
         Liabilities would, under GAAP, be reflected in the financial statements
         (or the footnotes thereto) of the Company.

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

                                Credit Agreement

                                     - 75 -

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

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

                  Section 11.  The Administrative Agent.

                  11.01 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Basic Documents with such powers as are
specifically delegated to the Administrative Agent by the terms hereof and
thereof, together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this Section 11 shall include
reference to its affiliates and its own and its affiliates' officers, directors,
employees and agents): (a) shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Basic Documents, and shall
not by reason of this Agreement or any other

                                Credit Agreement

                                     - 76 -

Basic Document be a trustee for any Lender; (b) shall not be responsible to the
Lenders for any recitals, statements, representations or warranties contained in
this Agreement or any other Basic Document, or in any certificate or other
document referred to or provided for in, or received by any of them under, this
Agreement or any other Basic Document, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Basic Document or any other document referred to or provided for
herein or therein or for any failure by the Company or any of the Subsidiary
Guarantors or any other Person to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Basic Document except to the
extent requested by the Majority Lenders; and (d) shall not be responsible for
any action taken or omitted to be taken by it hereunder or under any other Basic
Document or any other document or instrument referred to or provided for herein
or therein or in connection herewith or therewith, except for its own gross
negligence or willful misconduct. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.

                  11.02 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement or any other Basic Document, the Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
thereunder in accordance with instructions signed by the Majority Lenders and
such instructions of the Majority Lenders and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders.

                  11.03 Defaults. The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default unless the Administrative Agent
has received notice from a Lender or the Company specifying such Default and
stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 11.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders,
provided that, unless and until the Administrative Agent shall have

                                Credit Agreement

                                     - 77 -

received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable in the best interests of the Lenders.
The Administrative Agent shall deliver to the Lenders a copy of any written
declaration made pursuant to the last paragraph of Section 10.01 hereof.

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

                  11.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03 or 12.04
hereof, but without limiting the obligations of the Company under said Sections
12.03 and 12.04), ratably in accordance with the principal amount of their
respective Loans and Reimbursement Obligations outstanding, or if no Loans or
Reimbursement Obligations are outstanding, ratably in accordance with their
respective Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of this Agreement or any other Basic Document or any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby (including, without limitation, the costs and
expenses which the Company is obligated to pay under Sections 12.03 and 12.04
hereof but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

                                Credit Agreement

                                     - 78 -

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

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

                  11.08 Resignation or Removal of Administrative Agent. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving notice
thereof to the Lenders and the Company and the Administrative Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal the Majority Lenders shall have the right to appoint a
successor Administrative Agent reasonably acceptable to the Company. Upon any
such resignation or removal, the Administrative Agent that resigned or was
removed shall, to the extent that its annual agency fee was paid in advance, pay
to the Company an amount equal to such fee multiplied by a fraction the
numerator of which shall be the number of days remaining on the date of such
resignation or removal until the next anniversary of the Closing Date, and the
denominator of which

                                Credit Agreement

                                     - 79 -

shall be 365. If no successor Administrative Agent shall have been so appointed
by the Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation or the
Majority Lenders' removal of the retiring Administrative Agent (the "Notice
Date"), then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent reasonably acceptable to the Company.
Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender
has accepted such appointment within 30 days after the Notice Date, a bank which
has an office in New York, New York with a combined capital and surplus of at
least $250,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 11
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

                  11.09 Consents under Basic Documents. Without the prior
written consent of the Majority Lenders, the Administrative Agent will not
consent to any modification, supplement or waiver under any of the Basic
Documents or any of the other documents described in Section 9.20 hereof.

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

                  Section 12.  Miscellaneous.

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

                                Credit Agreement

                                     - 80 -

                  12.02 Notices. All notices and other communications provided
for herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made by telecopy or other
writing and telecopied, mailed or delivered to the intended recipient at the
"Address for Notices" specified below its name on Schedule II hereto; or, as to
any party, at such other address as shall be designated by such party in a
notice to the Company and the Administrative Agent given in accordance with this
Section 12.02. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier (and receipt is electronically confirmed), personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

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

                  12.04 Indemnification. The Company shall indemnify the
Administrative Agent, the Lenders and each affiliate thereof and their
respective directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims or damages to which
any of them may become subject, insofar as such losses, liabilities, claims or
damages arise out of, relate to or result from any (i) Loan by any Lender
hereunder or (ii) breach by the Company of this Agreement or any other Basic
Document or (iii) any Environmental Liabilities (whether known or unknown) or
(iv) any investigation, litigation or other proceeding (including any threatened
investigation or

                                Credit Agreement

                                     - 81 -

proceeding) relating to the foregoing, and the Company shall reimburse the
Administrative Agent and each Lender, and each affiliate thereof and their
respective directors, officers, employees and agents, upon demand for any
reasonable expenses (including legal fees) incurred in connection with any such
investigation or proceeding; but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified.

                  12.05 Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor any consent to any departure by the Company
therefrom, shall in any event be effective unless the same shall be agreed or
consented to by the Majority Lenders and the Company, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (i)
increase any Commitment of any of the Lenders or subject the Lenders to any
additional obligations; (ii) reduce the principal of, or interest on, any Loan
or fees hereunder; (iii) postpone any date fixed for any payment of principal
of, or interest on, any Loan, or fee hereunder pursuant to Sections 2.03, 2.08,
4.01 or 4.02 hereof; (iv) change the percentage of any of the Commitments or of
the aggregate unpaid principal amount of any of the Loans, or the number of
Lenders, which shall be required for the Lenders or any of them to take any
action under this Agreement; (v) change any provision contained in Sections
2.07, 6, 7.01, 12.03 or 12.04 hereof or this Section 12.05 or Section 12.08
hereof; (vi) change any provision of Section 3.02(b) hereof; (vii) release all
or substantially all of the security for the obligations of the Company under
this Agreement or any Note; or (viii) release all or substantially all of the
Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.
Notwithstanding anything in this Section 12.05 to the contrary, no amendment,
waiver or consent shall be made with respect to Section 11 without the consent
of the Administrative Agent.

                  12.06 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns except that the Company may not assign its rights or
obligations hereunder or under the Notes without the prior written consent of
all of the Lenders. Each Lender may assign all or a portion of its rights and
obligations under this Agreement and the Notes (i) to any affiliate thereof,
(ii) to any other Lender, (iii) with the consent of the Administrative Agent, of
the Issuing Bank and of the Company, which consents shall not be unreasonably
withheld, to any other bank or financial institution (provided that any such
partial assignment shall not, unless the Company and the

                                Credit Agreement

                                     - 82 -

Administrative Agent otherwise agree, be less than $5,000,000) or (iv) to a
Federal Reserve Bank. Upon execution by the assignor and the assignee of an
instrument pursuant to which the assignee assumes such rights and obligations,
payment by such assignee to such assignor of an amount equal to the purchase
price agreed between such assignor and such assignee and delivery to the
Administrative Agent and the Company of an executed copy of such instrument
together with payment by such assignee to the Administrative Agent of a
processing fee of $2,500, such assignee shall have, to the extent of such
assignment (unless otherwise provided therein), the same rights and benefits as
it would have if it were a Lender hereunder and the assignor shall be, to the
extent of such assignment (unless otherwise provided therein), released from its
obligations under this Agreement. Each Lender may (without the consent of any
other party to this Agreement) sell participations in all or any part of any
Loan or Loans made by it to another bank or other entity, in which event the
participant shall not have any rights under this Agreement (except as provided
in the next succeeding sentence hereof), or in the case of a Loan, such Lender's
Note (the participant's rights against such Lender in respect of such
participation to be those set forth in the agreement executed by such Lender in
favor of the participant relating thereto, which agreement shall not give the
participant the right to consent to any modification, amendment or waiver other
than one described in clause (i), (ii), (iii) or (vi) of Section 12.05 hereof).
The Company agrees that each participant shall be entitled to the benefits of
Sections 5.07 and 6 with respect to its participation; provided that no
participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such participant had no such transfer occurred. Each Lender may furnish any
information concerning the Company and its Subsidiaries in the possession of
such Lender from time to time to assignees and participants (including
prospective assignees and participants) which have agreed in writing to be bound
by the provisions of Section 12.07 hereof. The Administrative Agent and the
Company may, for all purposes of this Agreement, treat any Lender as the holder
of any Note drawn to its order (and owner of the Loans evidenced thereby) until
written notice of assignment, participation or other transfer shall have been
received by them from such Lender.

                  12.07 Confidentiality. Each Lender agrees to exercise all
reasonable efforts to keep any information delivered or made available by the
Company to it which has not been publicly disclosed confidential from anyone
other than persons employed or retained by such Lender who are or are expected
to become engaged in evaluating, approving, structuring or administering the
Loans; provided that nothing herein shall prevent any Lender from

                                Credit Agreement

                                     - 83 -

disclosing such information (i) to any other Lender, (ii) to its officers,
directors, employees, agents, attorneys and accountants who have a need to know
such information in accordance with customary banking practices and who receive
such information having been made aware of the restrictions set forth in this
Section, (iii) upon the order of any court or administrative agency, (iv) upon
the request or demand of any regulatory agency or authority having jurisdiction
over such Lender, (v) to the extent reasonably required in connection with any
litigation to which the Administrative Agent, any Lender, the Company, any
Subsidiary Guarantor or their respective affiliates may be a party, (vi) to the
extent reasonably required in connection with the exercise of any remedy
hereunder, (vii) to such Lender's legal counsel and independent auditors, and
(viii) to any actual or proposed participant or assignee of all or part of its
rights hereunder which has agreed in writing to be bound by the provisions of
this Section 12.07.

                  12.08 Survival. The obligations of the Company under Sections
6.01, 6.05, 6.06, 6.08, 12.03 and 12.04 hereof and the obligations of the
Lenders under Section 11.05 shall survive the repayment of the Loans and the
termination of the Commitments.

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

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

                  12.11 Additional Lenders. The Company, each of the Lenders and
the Administrative Agent may at any time agree to add one or more lenders to
this Agreement pursuant to an instrument in writing specifying such new lender's
Commitments (and the reduction in Commitments of the existing Lenders as a
result thereof in such manner as the Company, each of the Lenders and the
Administrative Agent agree) and under which such new lender would agree to be
bound by the provisions of this Agreement. Upon the execution of such instrument
(and the satisfaction of such conditions and other terms as shall therein be
specified) such additional lender or lenders shall be deemed a "Lender" or
"Lenders" for the purposes of this Agreement and shall enjoy all rights and
assume all obligations on the part of the Lenders set forth in this Agreement
and the Lenders whose Commitments are

                                Credit Agreement

                                     - 84 -

then being reduced shall be released from their Commitments to the extent of
such reduction.

                  12.12 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF
JURY TRIAL. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THE COMPANY HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW
YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

                                Credit Agreement

                                     - 85 -

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

IRON MOUNTAIN INCORPORATED

By___________________________________
  Title:

Address for Notices:

745 Atlantic Avenue
Boston, Massachusetts 02111
Attention:  Eugene B. Doggett,
  Executive Vice President
  and Chief Financial Officer

Telecopy Number:  (617) 350-7881

Copy to:

Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
Attention:  Harry E. Ekblom, Jr.

Telecopy Number:  (617) 338-2880

                                Credit Agreement

                                     - 86 -

THE LENDERS

THE CHASE MANHATTAN BANK

By________________________
  Title:

[OTHERS]

                                Credit Agreement

                                     - 87 -

THE ADMINISTRATIVE AGENT

THE CHASE MANHATTAN BANK,
  as Administrative Agent

By________________________
  Title:

Address for Notices:

The Chase Manhattan Bank
Agent Bank Services Group
140 East 45th Street, 29th Floor
New York, New York  10017
Attention:  Sandra Miklave

Telecopier No.:  (212) 622-0122
Telephone No.:   (212) 622-0004

                                Credit Agreement 

Basic Info X:

Name: CREDIT AGREEMENT
Type: Credit Agreement
Date: Sept. 25, 1996
Company: DATA STORAGE SYSTEMS INC
State: Delaware

Other info:

Date:

  • October 1 , 1996
  • September 30 , 2001
  • last Business Day
  • July 31 , 2002
  • March 31 , June 30
  • last day of the then
  • October 31 , 1996
  • December 31 , 1994
  • March 31 , 1996
  • June 30 , 1996
  • December 31 , 1995
  • last fiscal quarter
  • September 30 , 1998
  • October 1 , 1998
  • June 30 , 1999
  • July 1 , 1999
  • June 30 , 2000
  • July 1 , 2000
  • December 31 , 1996
  • January 1 , 1997
  • January 1 , 1998
  • January 1 , 1999
  • January 1 , 2000
  • December 31 , 2000
  • January 1 , 2001
  • December 31 , 1997
  • December 31 , 1998
  • December 31 , 1999

Organization:

  • Opinion of Special New York Counsel
  • State of Delaware
  • Alternate Base Rate
  • Applicable Margin Range of Applicable Leverage Ratio ABR
  • Bank Insurance Fund
  • Federal Deposit Insurance Corporation
  • Statutory Reserve Rate
  • Large Volume Account Capitalized Expenditures
  • Statement of Financial Accounting Standards No
  • Financial Accounting Standards Board
  • Comprehensive Environmental Response
  • Capital Lease Obligations
  • Letter of Credit Liability
  • Standard & Poor 's Ratings Services
  • Moody 's Investors Service , Inc.
  • The Chase Manhattan Bank
  • Schooner Capital Corporation
  • First Bank National Association
  • Federal Reserve Bank of New York
  • Federal Reserve Statistical Release H.15
  • Existing Letters of Credit
  • Issuing Bank of any Letter of Credit
  • Administrative Agent in Dollars
  • Letter of Credit Documents
  • Issuing Bank of each Letter of Credit
  • Company of Net Cash Proceeds
  • Principal and Interest
  • Commitment Termination Date
  • Lender 's Applicable Lending Office
  • Pro Rata Treatment
  • Business Notice Days Prior Termination
  • definition of Interest Period
  • Federal Funds Effective Rate
  • Enforcement Without Consent
  • United States Internal Revenue Service
  • Loans for Interest Periods
  • Respect of Letters of Credit
  • Initial Extension of Credit
  • g Subsidiary Guaranty
  • Arthur Andersen L.L.P.
  • 8.05 Corporate Action
  • Board of Governors of the Federal Reserve System
  • Material Lease Obligation
  • Use of Properties
  • Environmental Liabilities of the Company
  • Nonvoting Common Stock
  • 9.01 Financial Statements and Other Information
  • Securities and Exchange Commission
  • Business Interruption Insurance
  • Fixed Charges Coverage Ratio
  • Maximum Individual Consideration
  • Company of Indebtedness of Excluded Subsidiaries
  • Senior Subordinated Debt Documents
  • Interest Rate Protection
  • Capital Stock of Excluded Subsidiaries
  • Board of Directors of the Company
  • Material Adverse Effect
  • Change of Control
  • Event of Default
  • Letter of Credit Liabilities
  • Removal of Administrative Agent
  • Tweed , Hadley & McCloy
  • Sullivan & Worcester One Post Office Square Boston
  • Chase Manhattan Bank Agent Bank Services Group
  • Sandra Miklave Telecopier No

Location:

  • Joint Ventures
  • MANHATTAN BANK
  • London
  • Eurodollar Loans
  • New York City
  • Dollars
  • Pro Rata
  • United States of America
  • Basle
  • California
  • Milbank
  • Etc
  • Atlantic Avenue Boston
  • Massachusetts

Money:

  • $ 100,000,000
  • $ 500,000,000
  • $ 125,000,000
  • $ 6,000,000
  • $ 0.01
  • $ 300,000
  • $ 165,000,000
  • $ 75,000,000
  • $ 50,000,000
  • $ 30,000,000
  • $ 1,500,000
  • $ 10,000,000
  • $ 350,000
  • $ 750,000
  • $ 20,000,000
  • $ 2,000,000
  • $ 25,000,000
  • $ 3,000,000
  • $ 1,000,000
  • $ 250,000,000
  • $ 5,000,000
  • $ 2,500

Person:

  • Vincent J. Ryan
  • C. Richard Reese
  • Arthur Andersen
  • Eugene B. Doggett
  • Harry E. Ekblom

Time:

  • 10:00 a.m.
  • 11:00 a.m.
  • 1:00 p.m.

Percent:

  • 0.500 %
  • 0.375 %
  • 0.250 %
  • 0.150 %
  • 0.100 %
  • 1.75 % 2.75 %
  • 1.50 % 2.50 %
  • 1.25 % 2.25 %
  • 1.00 % 2.00 %
  • 0.75 % 1.75 %
  • 0.50 % 1.50 %
  • 66-23 %
  • l %
  • 51 %
  • 2 %
  • 0.25 %
  • 10 %
  • 66 %
  • 15 %