IRON MOUNTAIN INC/PA
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>4
<FILENAME>a2129866zex-10_40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<Page>

                                                                   EXHIBIT 10.40

                                                                  EXECUTION COPY


          L200,000,000 MULTI-CURRENCY TERM, REVOLVING CREDIT FACILITIES
                                    AGREEMENT

                                dated MARCH 2004

                                       for

                          IRON MOUNTAIN EUROPE LIMITED

                                   arranged by

                                BARCLAYS CAPITAL

                                       and

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

                                      WITH

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                            acting as Facility Agent

                                       and

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                           acting as Security Trustee

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

                   L200,000,000 MULTI-CURRENCY TERM, REVOLVING
                           CREDIT FACILITIES AGREEMENT

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

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                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                                   PAGE
<S>                                                                                        <C>
1.   Definitions And Interpretation.........................................................1

2.   The Facilities........................................................................21

3.   Purpose...............................................................................22

4.   Conditions Of Utilisation.............................................................23

5.   Utilisation Of Loans..................................................................25

6.   Utilisation - Letters Of Credit.......................................................26

7.   Letters Of Credit.....................................................................28

8.   Optional Currencies...................................................................31

9.   Ancillary Facilities..................................................................31

10.  Repayment.............................................................................33

11.  Prepayment And Cancellation...........................................................34

12.  Interest..............................................................................40

13.  Interest Periods......................................................................41

14.  Changes To The Calculation Of Interest................................................41

15.  Fees..................................................................................43

16.  Tax Gross Up And Indemnities..........................................................45

17.  Increased Costs.......................................................................49

18.  Other Indemnities.....................................................................50

19.  Mitigation By The Lenders.............................................................51

20.  Costs And Expenses....................................................................52

21.  Guarantee And Indemnity...............................................................53

22.  Representations.......................................................................57

23.  Information Undertakings..............................................................62

24.  Financial Covenants...................................................................66

25.  General Undertakings..................................................................71

26.  Events Of Default.....................................................................83

27.  Changes To The Lenders................................................................88

28.  Changes To The Obligors...............................................................92

29.  Role Of The Facility Agent, The Arranger, The Issuing Bank And Others.................95

30.  Role Of Security Trustee.............................................................101

31.  Conduct Of Business By The Finance Parties...........................................110
</Table>

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<Table>
<S>                                                                                       <C>
32.  Sharing Among The Finance Parties....................................................110

33.  Payment Mechanics....................................................................112

34.  Set-Off..............................................................................115

35.  Application Of Proceeds..............................................................115

36.  Notices..............................................................................117

37.  Calculations And Certificates........................................................120

38.  Partial Invalidity...................................................................120

39.  Remedies And Waivers.................................................................121

40.  Amendments And Waivers...............................................................121

41.  Counterparts.........................................................................122

42.  Governing Law........................................................................123

43.  Enforcement..........................................................................123

Schedule 1 THE ORIGINAL PARTIES...........................................................124
     Part I The Original Obligors.........................................................124
     Part II The Original Lenders.........................................................125
     Part III Dormant Subsidiaries........................................................126

Schedule 2 CONDITIONS PRECEDENT...........................................................127
     Part I Conditions Precedent To Initial Utilisation...................................127
     Part II Conditions Precedent Required To Be Delivered By An Additional Obligor.......133
     Part III Transaction Security Documents And Security Related Documents To Be
                 Delivered By Additional Obligors.........................................136

Schedule 3 REQUESTS.......................................................................137
     Part I A Utilisation Request.........................................................137
     Part I B Utilisation Request.........................................................139
     Part II Selection Notice.............................................................141

Schedule 4 MANDATORY COST FORMULAE........................................................142

Schedule 5 FORM OF TRANSFER CERTIFICATE...................................................145

Schedule 6 FORM OF ACCESSION LETTER.......................................................147

Schedule 7 FORM OF COMPLIANCE CERTIFICATE.................................................149

Schedule 8 TIMETABLES.....................................................................151
     Part I        .......................................................................151
     Part II Letters Of Credit............................................................153

Schedule 9 MATERIAL COMPANIES.............................................................154

Schedule 10 LMA CONFIDENTIALITY UNDERTAKING...............................................155
</Table>

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<Table>
<S>                                                                                       <C>
Schedule 11...............................................................................160
     Part I Existing Retained Facilities..................................................160
     Part II Existing Retained Security...................................................162

Schedule 12 FORM OF LETTER OF CREDIT......................................................164
</Table>

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THIS AGREEMENT is dated             March 2004 and made

BETWEEN:

(1)     IRON MOUNTAIN EUROPE LIMITED (registration number 2321917) (the
        "PARENT");

(2)     THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of
        Schedule 1 (THE ORIGINAL OBLIGORS) as original borrowers (the "ORIGINAL
        BORROWERS");

(3)     THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of
        Schedule 1 (THE ORIGINAL OBLIGORS) as original guarantors (together with
        the Parent, the "ORIGINAL GUARANTORS");

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

(5)     THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (THE ORIGINAL
        LENDERS) as lenders (the "ORIGINAL LENDERS");

(6)     THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Facility Agent of
        the Lenders (the "FACILITY AGENT");

(7)     THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Security Trustee for
        the Secured Parties (the "SECURITY TRUSTEE"); and

(8)     THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as issuing bank (the
        "ISSUING BANK").

IT IS AGREED as follows:

                                    SECTION 1
                                 INTERPRETATION

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS
        In this Agreement:

        "ABN CHARGES" means the deeds of mortgage granted by Iron Mountain
        Nederland B.V. in favour of ABN Onroerend Goed Lease B.V. and listed in
        Part II (EXISTING RETAINED SECURITY) of Schedule 11.

        "ABN PLEDGES" means the pledges of bank accounts dated 25 November
        1996, 29 December 1997 and 31 October 2000 granted by Iron Mountain
        Nederland B.V. in favour of ABN Amro and listed in Part II
        (EXISTING RETAINED SECURITY) of Schedule 11.

        "ACCESSION LETTER" means a document substantially in the form set out in
        Schedule 6 (FORM OF ACCESSION LETTER).

        "ACCOUNTING PRINCIPLES" means generally accepted accounting principles
        in the United Kingdom.

        "ADDITIONAL BORROWER" means a company which becomes an Additional
        Borrower in accordance with Clause 28 (CHANGES TO THE OBLIGORS).

                                      - 1 -
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        "ADDITIONAL COST RATE" has the meaning given to it in Schedule 4
        (MANDATORY COST FORMULAE).

        "ADDITIONAL GUARANTOR" means a company which becomes an Additional
        Guarantor in accordance with Clause 28 (CHANGES TO THE OBLIGORS).

        "ADDITIONAL OBLIGOR" means an Additional Borrower or an Additional
        Guarantor.

        "AFFILIATE" means, in relation to any person, a Subsidiary of that
        person or a Holding Company of that person or any other Subsidiary of
        that Holding Company.

        "AGENT'S SPOT RATE OF EXCHANGE" means the Facility Agent's spot rate of
        exchange for the purchase of the relevant currency with the Base
        Currency in the London foreign exchange market as of 11:00 a.m. on a
        particular day.

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

        "ANCILLARY DOCUMENT" means each document relating to or evidencing the
        terms of an Ancillary Facility.

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

        (a)    a L5,000,000 multi option facility made between Bank of Scotland
               and certain Obligors dated on or about the date of this
               Agreement;

        (b)    a L5,000,000 facility made between Barclays Bank PLC and certain
               Obligors dated on or about the date of this Agreement.

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

        "ANCILLARY OUTSTANDINGS" means, at any time, in relation to an Ancillary
        Facility the aggregate of the following amounts outstanding under that
        Ancillary Facility then in force:

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

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

                                      - 2 -
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        (c)    the amount fairly representing the aggregate exposure (excluding
               interest and similar charges) of that Ancillary Lender under each
               other type of accommodation provided under that Ancillary
               Facility as determined by such Ancillary Lender in accordance
               with the relevant Ancillary Document or market practice.

        "ANCILLARY UTILISATION" means an advance made or guarantee, bond or
        letter of credit issued under the Ancillary Facility.

        "ANNIVERSARY" means an anniversary of the date of signing of this
        Agreement.

        "APPROVED SUBORDINATED DEBT" means:

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

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

        "AUTHORISATION" means an authorisation, consent, approval, resolution,
        licence, exemption, filing, notarisation or registration.

        "AVAILABILITY PERIOD" means:

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

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

        "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
        Commitment under that Facility minus (subject as set out below):

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

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

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

        "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate for
        the time being of each Lender's Available Commitment in respect of that
        Facility.

                                      - 3 -
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        "BASE CURRENCY" means sterling.

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

        "BORROWINGS" has the meaning ascribed to it in Clause 24.1 (FINANCIAL
        DEFINITIONS).

        "BORROWER" means an Original Borrower or an Additional Borrower unless
        it has ceased to be a Borrower in accordance with Clause 28 (CHANGES TO
        THE OBLIGORS).

        "BREAK COSTS" means the amount (if any) by which:

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

        exceeds:

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

        "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
        banks are open for general business in London and:

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

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

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

        (a)    that cash is repayable on demand;

                                      - 4 -
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        (b)    repayment of that cash is not contingent on the prior discharge
               of any other indebtedness of any Group member or of any other
               person whatsoever or on the satisfaction of any other condition;
               and

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

        "CHARGED PROPERTY" means all of the assets of the Obligors which from
        time to time are, or are expressed to be, the subject of the Transaction
        Security.

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

        "COMMITMENT" means a Term Commitment or a Revolving Commitment.

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
        set out in Schedule 7 (FORM OF COMPLIANCE CERTIFICATE).

        "CONDITIONS SUBSEQUENT LONGSTOP DATE" has the meaning ascribed to it in
        Clause 25.23 (CONDITIONS SUBSEQUENT).

        "CONSOLIDATED TOTAL NET DEBT" has the meaning given to such term in
        Clause 24.1 (FINANCIAL DEFINITIONS).

        "CREDIT PARTICIPATION" means, in relation to a Lender, the aggregate of:

        (a)    its aggregate Commitments; and

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

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

        "DEBENTURE" means any Transaction Security Document described as a
        debenture in paragraph 4 of Schedule 2 (CONDITIONS PRECEDENT).

        "DEBT OR EQUITY ISSUE" has the meaning ascribed to it in Clause 11.8
        (MANDATORY PREPAYMENT FROM DEBT OR EQUITY PROCEEDS).

        "DEBT OR EQUITY PROCEEDS" has the meaning ascribed to it in Clause 11.8
        (MANDATORY PREPAYMENT FROM DEBT OR EQUITY PROCEEDS).

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

                                      - 5 -
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        "DELEGATE" means any delegate, agent, attorney or co-trustee appointed
        by the Security Trustee.

        "DORMANT" has the meaning given to it in Section 249AA(4) of the
        Companies Act 1985.

        "DORMANT SUBSIDIARIES" means each of the members of the Group which are
        Dormant and which are listed in Part III of Schedule 1 (THE ORIGINAL
        PARTIES).

        "DUE DILIGENCE REPORT" means the due diligence report dated 27 January
        2004 prepared by RSM Robson Rhodes and addressed to and/or capable of
        being relied upon by the Arranger and the Secured Parties.

        "EBITDA" has the meaning given to such term in Clause 24.1 (FINANCIAL
        DEFINITIONS).

        "ELIGIBLE DEPOSIT BANK" means any bank or financial institution with a
        short term rating of at least A1 granted by Standard and Poor's
        Corporation or P1 granted by Moody's Investor's Services Inc..

        "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by
        any person in respect of any Environmental Law.

        "ENVIRONMENTAL LAW" means any applicable law or regulation which relates
        to:

        (a)    the pollution or protection of the environment;

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

        (c)    the health of animals or plants.

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

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

        "EVENT OF DEFAULT" means any event or circumstance specified as such in
        Clause 26 (EVENTS OF DEFAULT).

        "EXISTING DEFERRED CONSIDERATION" means:

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

                                      - 6 -
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        (b)    the deferred consideration of up to euros 2,150,000 due on 1 July
               2004 by Iron Mountain Ireland Limited pursuant to the acquisition
               by Iron Mountain Ireland Limited of the entire issued share
               capital of Record Data Limited; and

        (c)    the deferred consideration of up to L6,200,000 due by Iron
               Mountain Holdings (Europe) Limited on demand pursuant to the
               acquisition by Iron Mountain Holdings (Europe) Limited of the
               entire issued share capital of Datavault Holdings Limited.

        "EXISTING FACILITIES" means the term loans and working capital facility
        of up to L43,000,000 provided to, INTER ALIA, the Parent pursuant to a
        facility agreement dated 7 May 2003.

        "EXISTING RETAINED FACILITIES" means the loan and other facilities
        detailed in Part I of Schedule 11 (EXISTING RETAINED FACILITIES AND
        EXISTING RETAINED SECURITY).

        "EXISTING RETAINED INTER-COMPANY FACILITIES" means:

        (a)    the loan agreement dated 12 July 2003 made between the Parent and
               Iron Mountain Group (Europe) Limited pursuant to which Iron
               Mountain Group (Europe) Limited made available to the Parent a
               loan facility of up to L35,070,000.

        (b)    the loan agreement dated 12 July 2003 made between the Parent and
               Iron Mountain Group (Europe) Limited pursuant to which Iron
               Mountain Group (Europe) Limited made available to the Parent a
               loan facility of up to L34,930,000.

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

        (d)    the senior subordinated bridge loan agreement dated 12 July 2003
               made between the Parent and Iron Mountain Group (Europe) Limited
               pursuant to which Iron Mountain Group (Europe) Limited made
               available to the Parent a loan facility of up to L160,000,000.

        "EXISTING RETAINED SECURITY" means the security set out in Part II of
        Schedule 11.

        "EXPIRY DATE" means for a Letter of Credit, the last day of its Term.

        "FACILITY" means the Term Facility or the Revolving Facility.

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

                                      - 7 -
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        "FEE LETTER" means:

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

        (b)    any other agreement setting out fees referred to in Clause 15.4
               (FEES PAYABLE IN RESPECT OF LETTERS OF CREDIT).

        "FINAL MATURITY DATE" means the date falling five years from the date of
        this Agreement.

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

        "FINANCE PARTY" means the Facility Agent, the Arranger, the Security
        Trustee, a Lender, the Issuing Bank, a Hedge Bank or any Ancillary
        Lender.

        "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

        (a)    Borrowings;

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

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

        "FINANCIAL QUARTER" has the meaning given to that term in Clause 24.1
        (FINANCIAL DEFINITIONS).

        "FORTIS PLEDGE" means the pledge of bank accounts granted by Iron
        Mountain Nederland B.V. in favour of Fortis Bank and listed in
        Part II (EXISTING RETAINED SECURITY) of Schedule II.

        "GROUP" means the Parent and its Subsidiaries for the time being.

        "GUARANTOR" means an Original Guarantor or an Additional Guarantor,
        unless it has ceased to be a Guarantor in accordance with Clause 28
        (CHANGES TO THE OBLIGORS).

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

                                      - 8 -
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        "HAYS IMS ACQUISITION" means the acquisition by the Group of the entire
        business and assets and certain shares comprising Hays IMS from Hays Plc
        on 16 July 2003, treated as effective as from 1 July 2003.

        "HAYS IMS ACQUISITION INDEBTEDNESS" has the meaning described to it in
        paragraph (a)(ii) of Clause 3.1 (PURPOSE).

        "HAYS' LEASES" means the leasehold interests to be assigned to certain
        members of the Group pursuant to the Hays IMS Acquisition.

        "HEDGE BANK" means any Lender or an Affiliate of a Lender which (if not
        a Lender) has acceded to this Agreement, which enters into a Hedging
        Agreement.

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

        "HEDGING STRATEGY LETTER" means the letter in the agreed form from the
        Parent to the Facility Agent setting out the hedging strategy.

        "HOLDING COMPANY" means, in relation to a company or corporation, any
        other company or corporation in respect of which it is a Subsidiary.

        "ICC CHARGES" means the chattel mortgages and the debenture granted by
        Iron Mountain Ireland Limited in favour of Bank of Scotland (formerly
        ICC Bank plc) and listed in Part II (EXISTING RETAINED SECURITY) of
        Schedule 11.

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

        "INTEREST PERIOD" means, in relation to a Loan, each period determined
        in accordance with Clause 13 (INTEREST PERIODS) and, in relation to an
        Unpaid Sum, each period determined in accordance with Clause 12.3
        (DEFAULT INTEREST).

        "JOINT VENTURE GROUP COMPANY" means any joint venture company,
        corporation, partnership, trust or other entity in any jurisdiction in
        which a member of the Group owns 75 per cent. or less of the issued
        share capital equity or voting rights.

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

        "LENDER" means:

        (a)    any Original Lender; and

        (b)    any bank, financial institution, trust, fund or other entity
               which has become a Party in accordance with Clause 27 (CHANGES TO
               THE LENDERS),

                                      - 9 -
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        which in each case has not ceased to be a Party in accordance with the
        terms of this Agreement.

        "LETTER OF CREDIT" means:

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

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

        "LIBOR" means, in relation to any Loan:

        (a)    the applicable Screen Rate; or

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

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

        "LOAN" means a Term Loan or a Revolving Loan.

        "LMA" means the Loan Market Association.

        "MAJORITY CREDITORS" means, at any time, a Lender or Lenders whose
        Credit Participations at that time aggregate more than 66 2/3% of the
        total Credit Participations at that time.

        "MAJORITY LENDERS" means, at any time:

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

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

        "MANDATORY COST" means the percentage rate per annum calculated by the
        Facility Agent in accordance with Schedule 4 (MANDATORY COST FORMULAE).

        "MARGIN" means 1.75 per cent. per annum:

        but if:

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

                                     - 10 -
<Page>

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

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

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

<Table>
<Caption>
               COLUMN A                                      COLUMN B
        -----------------------------------------------------------------
               CONSOLIDATED TOTAL NET DEBT TO                MARGIN
               EBITDA                                        % P.A.
        -----------------------------------------------------------------
               <S>                                           <C>
               Greater than or equal to 3.5:1                1.75

               Less than 3.5:1 but greater than or           1.50
               equal to 3.0:1

               Less than 3.0:1                               1.25
</Table>

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

        (a)    if the Parent does not deliver a Compliance Certificate to the
               Facility Agent in accordance with the terms of Clause 23.2
               (COMPLIANCE CERTIFICATE), the Margin shall as from the date
               immediately following the date on which such Compliance
               Certificate should have been delivered until the date such
               Compliance Certificate is delivered, be 1.75 per cent. per annum;
               or

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

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

        "MATERIAL ADVERSE EFFECT" means a material adverse change in:

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

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

                                     - 11 -
<Page>

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

        "MATERIAL COMPANY" means, at any time a Subsidiary of the Parent which:

        (a)    is listed in Schedule 9 (MATERIAL COMPANIES); or

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

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

        in each case calculated on a consolidated basis.

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

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

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

        "MENTMORE DISPOSAL" means the disposal on 27 February 2004 by Mentmore
        plc of all of its shareholding in the Parent to Iron Mountain Mayflower
        Limited.

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

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

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

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

                                     - 12 -
<Page>

        The above rules will only apply to the last Month of any period.
        "MONTHLY" shall be construed accordingly.

        "OBLIGOR" means a Borrower or a Guarantor.

        "OBLIGORS' AGENT" means the Parent, appointed to act on behalf of each
        Obligor in relation to the Finance Documents pursuant to Clause 2.3
        (OBLIGORS' AGENT).

        "OPTIONAL CURRENCY" means:

        (a)    euro and/or US dollars; and

        (b)    a currency (other than the Base Currency) which complies with the
               conditions set out in Clause 4.3 (CONDITIONS RELATING TO OPTIONAL
               CURRENCIES).

        "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated financial
        statements of the Parent.

        "ORIGINAL OBLIGOR" means an Original Borrower or an Original Guarantor.

        "OVERSEAS SUBSIDIARY" means those of the Subsidiaries incorporated in a
        jurisdiction other than the United Kingdom and Ireland.

        "PARTICIPATING MEMBER STATE" means any member state of the European
        Communities that adopts or has adopted the euro as its lawful currency
        in accordance with legislation of the European Community relating to
        Economic and Monetary Union.

        "PARTY" means a party to this Agreement.

        "PLEDGED COMPANY" means any direct or indirect Subsidiary of the Parent
        in respect of which 100% (or, in the case of Iron Mountain Espana S.A.,
        99.99%) of its voting and issued share capital is pledged pursuant to a
        Transaction Security Document PROVIDED THAT such Transaction Security
        Document creates a valid and effective fixed charge over such voting and
        issued share capital of such Subsidiary in its jurisdiction of
        incorporation.

        "QUALIFYING LENDER" has the meaning given to that term in Clause 16 (TAX
        GROSS-UP AND INDEMNITIES).

        "QUOTATION DAY" means, in relation to any period for which an interest
        rate is to be determined:

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

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

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

        unless market practice differs in the Relevant Interbank Market for a
        currency, in which case the Quotation Day for that currency will be
        determined by the Facility

                                     - 13 -
<Page>

        Agent in accordance with market practice in the Relevant Interbank
        Market (and if quotations would normally be given by leading banks in
        the Relevant Interbank Market on more than one day, the Quotation Day
        will be the last of those days).

        "RECEIVER" means a receiver or receiver and manager or administrative
        receiver of the whole or any part of the Charged Property.

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

        "REFINANCING PREMIUM" has the meaning ascribed to it in paragraph (c) of
        Clause 11.11 (RESTRICTIONS)

        "RELEVANT INTERBANK MARKET" means the London interbank market.

        "RELEVANT JURISDICTION" means, in relation to an Obligor:

        (a)    its jurisdiction of incorporation;

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

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

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

        "RENEWAL REQUEST" means a written notice delivered to the Facility Agent
        in accordance with Clause 6.6 (RENEWAL OF A LETTER OF CREDIT).

        "REPAYMENT DATE" means each of the dates specified in Clause 10.1
        (REPAYMENT OF TERM LOANS) as Repayment Dates.

        "REPAYMENT INSTALMENT" means each instalment for repayment of the Term
        Loans referred to in Clause 10.1 (REPAYMENT OF TERM LOANS).

        "REPEATING REPRESENTATIONS" means each of the representations set out in
        Clauses 22.1 (STATUS) to Clause 22.6 (GOVERNING LAW AND ENFORCEMENT),
        Clause 22.8 (NO DEFAULT), paragraph (e) of Clause 22.9 (NO MISLEADING
        INFORMATION), paragraphs (c) and (d) of Clause 22.10 (FINANCIAL
        STATEMENTS), Clause 22.11 (NO PROCEEDINGS PENDING OR THREATENED), Clause
        22.16 (PARI PASSU RANKING), Clause 22.17 (TRANSACTION SECURITY) to
        Clause 22.19 (SHARES).

        "REPORTS" means the Due Diligence Report.

        "REVOLVING COMMITMENT" means:

        (a)    in relation to an Original Lender, the amount in the Base
               Currency set opposite its name under the heading "Revolving
               Commitment" in Part II of

                                     - 14 -
<Page>

               Schedule 1 (THE ORIGINAL PARTIES) and the amount of any other
               Revolving Commitment transferred to it under this Agreement; and

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

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

        "REVOLVING FACILITY" means the revolving credit facility made available
        under this Agreement as described in paragraph (a)(ii) of Clause 2.1
        (THE FACILITIES).

        "REVOLVING LOAN" means a loan made or to be made under the Revolving
        Facility or the principal amount outstanding for the time being of that
        loan.

        "REVOLVING FACILITY UTILISATION" means a Revolving Loan or a Letter of
        Credit.

        "ROLLOVER LOAN" means one or more Revolving Loans:

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

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

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

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

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

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

               (i)    refinancing a maturing Revolving Loan; or

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

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

        "SECURED OBLIGATIONS" means all obligations which any of the Obligors
        may at any time have to the Security Trustee (whether for its own
        account or as trustee for the Secured Parties) or any of the other
        Secured Parties under or pursuant to the Finance Documents, whether
        present or future, actual or contingent (and whether incurred solely or
        jointly and whether as principal or as surety or in some other
        capacity),

                                     - 15 -
<Page>

        including the obligations set out in Clause 30.2 (PARALLEL DEBT
        (COVENANT TO PAY THE SECURITY TRUSTEE)) of the Facility Agreement.

        "SECURED PARTIES" means the Security Trustee, the Arrangers, the
        Facility Agent and each Lender, the Issuing Bank, each Ancillary Lender
        and each Hedge Bank from time to time party to this Agreement.

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

        "SELECTION NOTICE" means a notice substantially in the form set out in
        Part II of Schedule 3 (SELECTION NOTICE) given in accordance with Clause
        13 (INTEREST PERIODS) in relation to a Term Facility.

        "SPANISH PUBLIC DOCUMENT" means documento publico.

        "SPECIFIED TIME" means a time determined in accordance with Schedule 8
        (TIMETABLES).

        "SUBORDINATED LOANS" means the unsecured loans made by the Subordinated
        Lender to the Parent under the Subordinated Loan Agreement.

        "SUBORDINATED LENDER" means Iron Mountain Inc.

        "SUBORDINATED LOAN AGREEMENT" means the loan agreement dated on or about
        the date of this Agreement made between the Subordinated Lender and the
        Parent pursuant to which the Subordinated Loans were made available.

        "SUBORDINATION AGREEMENT" means the deed of subordination dated the same
        date as this Agreement and made between the Security Trustee, Iron
        Mountain Inc and the Obligors.

        "SUBSIDIARY" means a subsidiary within the meaning of section 736 of the
        Companies Act 1985.

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

        "TARGET DAY" means any day on which TARGET is open for the settlement of
        payments in euro.

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

        "TAXES ACT" means the Income and Corporation Taxes Act 1988.

        "TERM" means each period determined under this Agreement for which the
        Issuing Bank is under a liability under a Letter of Credit.

                                     - 16 -
<Page>

        "TERM COMMITMENT" means:

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

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

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

        "TERM FACILITY" means the term loan facility made available under this
        Agreement as described in paragraph (a)(i) of Clause 2.1 (THE
        FACILITIES).

        "TERM LOAN" means a loan made or to be made under the Term Facility or
        the principal amount outstanding for the time being of that loan.

        "TOTAL COMMITMENTS" means the aggregate of the Total Term Commitments
        and the Total Revolving Commitments.

        "TOTAL TERM COMMITMENTS" means the aggregate of the Term Commitments.

        "TOTAL REVOLVING COMMITMENTS" means the aggregate of the Revolving
        Commitments.

        "TRANSACTION SECURITY" means the Security created or expressed to be
        created in favour of the Security Trustee pursuant to the Transaction
        Security Documents.

        "TRANSACTION SECURITY DOCUMENTS" means each of the following documents:

        (a)    the charges, pledges and assignments and other security documents
               in form and substance acceptable to the Security Trustee and the
               Facility Agent and identified in and delivered to the Facility
               Agent under paragraph 3 of Part I of Schedule 2 (CONDITIONS
               PRECEDENT TO INITIAL UTILISATION) or under Part III of Schedule 2
               (TRANSACTION SECURITY DOCUMENTS AND SECURITY RELATED DOCUMENTS TO
               BE DELIVERED BY ADDITIONAL OBLIGORS); and

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

        "TRANSFER CERTIFICATE" means a certificate substantially in the form set
        out in Schedule 5 (FORM OF TRANSFER CERTIFICATE) or any other form
        agreed between the Facility Agent and the Parent.

        "TRANSFER DATE" means, in relation to a transfer, the later of:

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

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

                                     - 17 -
<Page>

        "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
        under the Finance Documents.

        "UTILISATION" means a utilisation of a Facility.

        "UTILISATION DATE" means the date on which a Utilisation is made.

        "UTILISATION REQUEST" means a notice substantially in the form set out
        in Part I of Schedule 3 (REQUESTS).

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

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

               (i)    the "FACILITY AGENT", the "ARRANGER", the "SECURITY
                      TRUSTEE", any "FINANCE PARTY", any "SECURED PARTY", any
                      "LENDER", any "OBLIGOR", any "PARTY" or any other person
                      shall be construed so as to include its successors in
                      title, permitted assigns and permitted transferees and, in
                      the case of the Security Trustee, any person for the time
                      being appointed as security trustee or security trustees
                      in accordance with this Agreement;

               (ii)   "ASSETS" includes present and future properties, revenues
                      and rights of any description;

               (iii)  the "EUROPEAN INTERBANK MARKET" means the interbank market
                      for euro operating in Participating Member States;

               (iv)   a "FINANCE DOCUMENT" or a "TRANSACTION SECURITY DOCUMENT"
                      or any other agreement or instrument is a reference to
                      that Finance Document or Transaction Security Document or
                      other agreement or instrument as amended or novated
                      (however fundamentally);

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

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

                                     - 18 -
<Page>

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

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

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

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

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

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

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

        (d)    A Default is "CONTINUING" if it has not been remedied or waived.

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

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

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

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

        (f)    A Borrower "REPAYING" or "PREPAYING" a Letter of Credit means:

                                     - 19 -
<Page>

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

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

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

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

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

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

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

1.3     CURRENCY SYMBOLS AND DEFINITIONS
        "L" and "STERLING" denotes lawful currency of the United Kingdom and
        "EUR" and "EURO" means the single currency unit of the Participating
        Member States.

1.4     THIRD PARTY RIGHTS
        (a)    Unless expressly provided to the contrary in a Finance Document a
               person who is not a Party has no right under the Contracts
               (Rights of Third Parties) Act 1999 (the "THIRD PARTIES ACT") to
               enforce or enjoy the benefit of any term of any Finance Document.

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

1.5     BARCLAYS CAPITAL
        References in the Finance Documents to "Barclays Capital" are references
        to Barclays Capital, the investment banking division of Barclays Bank
        PLC.

                                     - 20 -
<Page>

                                    SECTION 2
                                 THE FACILITIES

2.      THE FACILITIES

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

               (i)    a sterling term loan facility in an aggregate amount equal
                      to the Total Term Commitments being L100,000,000 at the
                      date of this Agreement; and

               (ii)   a multicurrency revolving credit facility in an aggregate
                      amount equal to the Total Revolving Commitments being
                      L100,000,000 at the date of this Agreement.

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

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

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

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

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

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

               (i)    the Parent on its behalf to supply all information
                      concerning itself contemplated by this Agreement to the
                      Finance Parties and to give all notices and instructions
                      (including, in the case of a Borrower, Utilisation
                      Requests), to execute on its behalf any Accession Letter,
                      to make such agreements and to effect the relevant
                      amendments, supplements and variations capable of being
                      given, made or effected by any Obligor

                                     - 21 -
<Page>

                      notwithstanding that they may affect the Obligor, without
                      further reference to or the consent of that Obligor; and

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

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

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

3.      PURPOSE

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

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

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

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

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

                                     - 22 -
<Page>

4.      CONDITIONS OF UTILISATION

4.1     INITIAL CONDITIONS PRECEDENT
        No Borrower may deliver a Utilisation Request unless the Facility Agent
        has received all of the documents and other evidence listed in Part I of
        Schedule 2 (CONDITIONS PRECEDENT TO INITIAL UTILISATION) in form and
        substance satisfactory to the Facility Agent. The Facility Agent shall
        notify the Parent and the Lenders promptly upon being so satisfied.

4.2     FURTHER CONDITIONS PRECEDENT
        The Lenders will only be obliged to comply with Clause 5.4 (LENDERS'
        PARTICIPATION) if on the date of the Utilisation Request and on the
        proposed Utilisation Date:

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

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

4.3     CONDITIONS RELATING TO OPTIONAL CURRENCIES
        (a)    A currency will constitute an Optional Currency in relation to a
               Revolving Loan if:

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

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

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

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

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

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

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

                                     - 23 -
<Page>

        (c)    Any Loan made by a single Lender under Clause 8.2 (UNAVAILABILITY
               OF A CURRENCY) shall not be taken into account in this Clause
               4.4.

                                     - 24 -
<Page>

                                    SECTION 3
                                   UTILISATION

5.      UTILISATION OF LOANS

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

5.2     COMPLETION OF A UTILISATION REQUEST
        (a)    Each Utilisation Request is irrevocable and will not be regarded
               as having been duly completed unless:

               (i)    it identifies the Facility to be utilised;

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

               (iii)  the currency and amount of the Utilisation comply with
                      Clause 5.3 (CURRENCY AND AMOUNT); and

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

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

5.3     CURRENCY AND AMOUNT
        (a)    The currency specified in a Utilisation Request must be:

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

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

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

               (i)    if the currency selected is the Base Currency, a minimum
                      amount of L5,000,000 for the Term Facility or the
                      Revolving Facility or in any case, if less, the Available
                      Facility;

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

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

                                     - 25 -
<Page>

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

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

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

5.5     LIMITATIONS ON UTILISATIONS
        The maximum aggregate amount of the actual and contingent liabilities of
        the Issuing Bank under all Letters of Credit shall not exceed
        L20,000,000 (or its equivalent in any other currency).

6.      UTILISATION - LETTERS OF CREDIT

6.1     THE REVOLVING FACILITY
        (a)    The Revolving Facility may be utilised by way of Letters of
               Credit.

        (b)    Other than Clause 5.5 (LIMITATIONS ON UTILISATIONS), Clause 5
               (UTILISATION OF LOANS) does not apply to utilisation by way of
               Letters of Credit.

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

6.3     COMPLETION OF A UTILISATION REQUEST FOR LETTERS OF CREDIT
        Each Utilisation Request for a Letter of Credit is irrevocable and will
        not be regarded as having been duly completed unless:

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

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

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

        (d)    the currency and amount of the Letter of Credit comply with
               Clause 6.4 (CURRENCY AND AMOUNT);

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

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

                                     - 26 -
<Page>

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

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

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

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

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

               (i)    if the currency selected is the Base Currency, a minimum
                      of L1,000,000 of, if less, the Available Facility; or

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

               (iii)  if the currency selected is an Optional Currency, the
                      minimum amount specified by the Facility Agent pursuant to
                      paragraph (b)(ii) of Clause 4.3 (CONDITIONS RELATING TO
                      OPTIONAL CURRENCIES) or, if less, the Available Facility.

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

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

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

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

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

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

                                     - 27 -
<Page>

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

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

        (b)    The Finance Parties shall treat any Renewal Request in the same
               way as a Utilisation Request for a Letter of Credit except that
               the conditions set out in paragraph (e) of Clause 6.3 (COMPLETION
               OF A UTILISATION REQUEST FOR LETTERS OF CREDIT) shall not apply.

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

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

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

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

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

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

7.      LETTERS OF CREDIT

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

                                     - 28 -
<Page>

7.2     CLAIMS UNDER A LETTER OF CREDIT
        (a)    Each Borrower irrevocably and unconditionally authorises the
               Issuing Bank to pay any claim made or purported to be made under
               a Letter of Credit requested by it (or requested by the Parent on
               its behalf) and which appears on its face to be in order (in this
               Clause 7, a "CLAIM").

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

        (c)    Each Borrower acknowledges that the Issuing Bank:

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

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

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

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

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

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

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

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

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

                                     - 29 -
<Page>

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

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

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

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

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

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

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

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

               (vii)  any insolvency or similar proceedings.

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

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

                                     - 30 -
<Page>

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

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

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

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

8.      OPTIONAL CURRENCIES

8.1     SELECTION OF CURRENCY
        A Borrower shall select the currency of a Revolving Loan in a
        Utilisation Request.

8.2     UNAVAILABILITY OF A CURRENCY
        If before the Specified Time on any Quotation Day:

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

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

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

8.3     FACILITY AGENT'S CALCULATIONS
        Each Lender's participation in a Loan will be determined in accordance
        with paragraph (b) of Clause 5.4 (LENDERS' PARTICIPATION).

9.      ANCILLARY FACILITIES

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

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

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

                                     - 31 -
<Page>

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

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

        (d)    Each Ancillary Lender and each relevant Obligor acknowledge the
               terms of Clause 25.20 (ANCILLARY FACILITIES) and paragraph
               (b)(vi) of Clause 25.16 (FINANCIAL INDEBTEDNESS).

                                     - 32 -
<Page>

                                    SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

10.     REPAYMENT

10.1    REPAYMENT OF TERM LOAN
        (a)    The Parent shall repay the Term Loan in instalments by repaying
               on each Repayment Date the amount set out opposite each Repayment
               Date below:

<Table>
<Caption>
                REPAYMENT DATE                REPAYMENT INSTALMENT
                <S>                           <C>
                3 March 2007                  L20,000,000

                3 March 2008                  L20,000,000

                Final Maturity Date           L60,000,000
</Table>

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

        (c)    If the Parent cancels the whole or any part of the Term
               Commitments in accordance with Clause 11.6 (RIGHT OF REPAYMENT
               AND CANCELLATION IN RELATION TO A SINGLE LENDER OR ISSUING BANK)
               or if the Term Commitment of any Lender is reduced under Clause
               11.1 (ILLEGALITY OF A LENDER) then the amount of the Repayment
               Instalment for each Repayment Date falling after that
               cancellation will reduce PRO RATA by the amount cancelled.

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

        (e)    If the Term Loan is prepaid in accordance with Clause 11.6 (RIGHT
               OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER OR
               ISSUING BANK) or Clause 11.1 (ILLEGALITY OF A LENDER) then the
               amount of the Repayment Instalment for each Repayment Date
               falling after that prepayment will reduce PRO RATA by the amount
               of the Term Loan prepaid.

        (f)    If the Term Loan is prepaid in accordance with Clause 11.4
               (VOLUNTARY PREPAYMENT OF TERM LOANS), Clause 11.8 (MANDATORY
               PREPAYMENT FROM DEBT OR EQUITY PROCEEDS) or Clause 11.9
               (MANDATORY PREPAYMENT ON RECEIPT OF DISPOSAL PROCEEDS) then the
               amount of the Repayment Instalment for each Repayment Date
               falling after that prepayment will reduce in inverse
               chronological order by the amount of the Loan prepaid.

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

                                     - 33 -
<Page>

11.     PREPAYMENT AND CANCELLATION

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

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

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

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

11.2    ILLEGALITY IN RELATION TO ISSUING BANK
        If it becomes unlawful for an Issuing Bank to issue or leave outstanding
        any Letter of Credit, then:

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

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

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

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

11.3    VOLUNTARY CANCELLATION
        The Parent may, if it gives the Facility Agent not less than 10 Business
        Days' (or such shorter period as the Majority Lenders may agree) prior
        notice, cancel the whole or any part (being a minimum amount of
        L10,000,000) of an Available Facility. Any cancellation under this
        Clause 11.3 shall reduce rateably the Commitments of the Lenders under
        that Facility.

11.4    VOLUNTARY PREPAYMENT OF TERM LOANS
        (a)    The Parent may, if it gives the Facility Agent not less than 10
               Business Days' (or such shorter period as the Majority Lenders
               may agree) prior notice, prepay the whole or any part of a Term
               Loan (but, if in part, being an amount

                                     - 34 -
<Page>

               that reduces the amount of that Term Loan by a minimum amount of
               L10,000,000).

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

11.5    VOLUNTARY PREPAYMENT OF REVOLVING FACILITY UTILISATIONS
        The Borrower to which a Revolving Facility Utilisation has been made
        may, if it or the Parent gives the Facility Agent not less than 10
        Business Days' (or such shorter period as the Majority Lenders may
        agree) prior notice, prepay the whole or any part of a Revolving
        Facility Utilisation (but if in part, being an amount that reduces the
        Base Currency Amount of the Revolving Facility Utilisation by a minimum
        amount of L10,000,000).

11.6    RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER OR
        ISSUING BANK
        (a)    If:

               (i)    any sum payable to any Lender by an Obligor is required to
                      be increased under paragraph (c) of Clause 16.2 (TAX
                      GROSS-UP);

               (ii)   any Lender or Issuing Bank claims indemnification from the
                      Parent or an Obligor under Clause 16.3 (TAX INDEMNITY) or
                      Clause 17.1 (INCREASED COSTS); or

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

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

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

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

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

        (c)    On the last day of each Interest Period which ends after the
               Parent has given notice under paragraph (a) above (or, if
               earlier, the date specified by the Parent in that notice), each
               Borrower to which a Utilisation is outstanding

                                     - 35 -
<Page>

               shall repay that Lender's participation in that Utilisation
               together with all interest and other amounts accrued under the
               Finance Documents.

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

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

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

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

        (b)    For the purpose of paragraph (a) above "CONTROL" means:

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

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

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

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

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

11.8    MANDATORY PREPAYMENT FROM DEBT OR EQUITY PROCEEDS
        For the purposes of this Clause 11.8:

                                     - 36 -
<Page>

        "DEBT OR EQUITY ISSUE" means any issue or raising by the Parent or any
        other member of the Group of any shares or stock, publicly traded or
        privately placed debt securities or any other debt securities or equity
        securities or bank debt other than:

        (a)    Approved Subordinated Debt;

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

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

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

        "DEBT OR EQUITY PROCEEDS" means the net cash consideration received by
        any member of the Group for any Debt or Equity Issue made by any member
        of the Group.

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

11.9    MANDATORY PREPAYMENT ON RECEIPT OF DISPOSAL PROCEEDS
        For the purposes of this Clause 11.9:

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

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

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

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

        but does not include:

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

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

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        (iii)  the first L5,000,000 of cash proceeds from any Disposal not
               excluded pursuant to paragraph (i) above received by members of
               the Group in aggregate in any financial year of the Parent.

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

11.10   APPLICATION OF PREPAYMENTS
        A prepayment made under Clause 11.8 (MANDATORY PREPAYMENT FROM DEBT OR
        EQUITY PROCEEDS) or Clause 11.9 (MANDATORY PREPAYMENT ON RECEIPT OF
        DISPOSAL PROCEEDS) shall be applied in the following order of maturity:

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

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

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

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

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

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

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

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

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

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

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

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                                    SECTION 5
                              COSTS OF UTILISATION

12.     INTEREST

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

        (a)    Margin;

        (b)    LIBOR; and

        (c)    Mandatory Cost, if any.

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

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

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

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

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

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13.     INTEREST PERIODS

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

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

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

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

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

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

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

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

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

14.     CHANGES TO THE CALCULATION OF INTEREST

14.1    ABSENCE OF QUOTATIONS
        Subject to Clause 14.2 (MARKET DISRUPTION), if LIBOR is to be determined
        by reference to the Reference Banks but a Reference Bank does not supply
        a quotation by the

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        Specified Time on the Quotation Day, the applicable LIBOR shall be
        determined on the basis of the quotations of the remaining Reference
        Banks.

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

               (i)    the Margin;

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

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

        (b)    In this Agreement "MARKET DISRUPTION EVENT" means:

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

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

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

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

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

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

15.     FEES

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

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

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

        (b)    The accrued commitment fee is payable:

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

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

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

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

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

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

        (b)    The Parent or each Borrower shall pay to the Facility Agent (for
               the account of each Lender) a Letter of Credit fee in the Base
               Currency (computed at the rate equal to the Margin applicable to
               a Revolving Loan) on the outstanding amount of each Letter of
               Credit requested by it for the period from the issue

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               of that Letter of Credit until its Expiry Date. This fee shall be
               distributed according to each Lender's L/C Proportion of that
               Letter of Credit.

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

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

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

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

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                                    SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

16.     TAX GROSS UP AND INDEMNITIES

16.1    DEFINITIONS
        In this Clause 16:

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

        "QUALIFYING LENDER" means a Lender which is beneficially entitled to
        interest payable to that Lender in respect of an advance under a Finance
        Document and is:

        (a)    a Lender:

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

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

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

        (b)    a Treaty Lender.

        "TAX CONFIRMATION" means a confirmation by a Lender that the person
        beneficially entitled to interest payable to that Lender in respect of
        an advance under a Finance Document is either:

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

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

        "TAX CREDIT" means a credit against, relief or remission for, or
        repayment of, any Tax.

        "TAX DEDUCTION" means a deduction or withholding for or on account of
        Tax from a payment under a Finance Document.

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        "TAX PAYMENT" means either the increase in a payment made by an Obligor
        to a Finance Party under Clause 16.2 (TAX GROSS-UP) or a payment under
        Clause 16.3 (TAX INDEMNITY).

        "TREATY LENDER" means a Lender which:

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

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

        "TREATY STATE" means a jurisdiction having a double taxation agreement
        (a "TREATY") with the United Kingdom which makes provision for full
        exemption from tax imposed by the United Kingdom on interest.

        Unless a contrary indication appears, in this Clause 16 a reference to
        "DETERMINES" or "DETERMINED" means a determination made in the absolute
        discretion of the person making the determination.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      (A)   is compensated for by an increased payment under
                            Clause 16.2 (TAX GROSS-UP); or

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

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

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

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

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

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

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

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

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

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

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17.     INCREASED COSTS

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

        (b)    In this Agreement "INCREASED COSTS" means:

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

               (ii)   an additional or increased cost; or

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

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

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

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

17.3    EXCEPTIONS
        (a)    Clause 17.1 (INCREASED COSTS) does not apply to the extent any
               Increased Cost is:

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

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

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

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

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        (b)    In this Clause 17.3 reference to a "TAX DEDUCTION" has the same
               meaning given to the term in Clause 16.1 (DEFINITIONS).

18.     OTHER INDEMNITIES

18.1    CURRENCY INDEMNITY
        (a)    If any sum due from an Obligor under the Finance Documents (a
               "SUM"), or any order, judgment or award given or made in relation
               to a Sum, has to be converted from the currency (the "FIRST
               CURRENCY") in which that Sum is payable into another currency
               (the "SECOND CURRENCY") for the purpose of:

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

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

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

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

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

               (i)    the occurrence of any Event of Default;

               (ii)   a failure by an Obligor to pay any amount due under a
                      Finance Document on its due date, including without
                      limitation, any cost, loss or liability arising as a
                      result of Clause 32 (SHARING AMONG THE FINANCE PARTIES);

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

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

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

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

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

        (b)    entering into or performing any foreign exchange contract for the
               purposes of paragraph (b) of Clause 33.9 (CHANGE OF CURRENCY); or

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

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

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

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

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

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

19.     MITIGATION BY THE LENDERS

19.1    MITIGATION
        (a)    Each Finance Party shall, in consultation with the Parent, take
               all reasonable steps to mitigate any circumstances which arise
               and which would result in any amount becoming payable under or
               pursuant to, or cancelled pursuant to, any of Clause 11.1
               (ILLEGALITY OF A LENDER) (or, in respect of the Issuing Bank,
               Clause 11.2 (ILLEGALITY IN RELATION TO ISSUING BANK)), Clause 16
               (TAX GROSS-UP AND INDEMNITIES) or Clause 17 (INCREASED COSTS) or
               paragraph 3 of Schedule 4 (MANDATORY COST FORMULAE) including
               (but not limited to) transferring its rights and obligations
               under the Finance Documents to another Affiliate or Facility
               Office.

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

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

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

20.     COSTS AND EXPENSES

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

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

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

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

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

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                                    SECTION 7
                                    GUARANTEE

21.     GUARANTEE AND INDEMNITY

21.1    GUARANTEE AND INDEMNITY
        Each Guarantor irrevocably and unconditionally jointly and severally:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (g)    any insolvency or similar proceedings.

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

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

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

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

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

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        (a)    to be indemnified by an Obligor;

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

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

21.8    RELEASE OF GUARANTORS' RIGHT OF CONTRIBUTION
        If any Guarantor (a "RETIRING GUARANTOR") ceases to be a Guarantor in
        accordance with the terms of the Finance Documents for the purpose of
        any sale or other disposal of that Retiring Guarantor then on the date
        such Retiring Guarantor ceases to be a Guarantor:

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

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

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

21.10   IRELAND - SCHEME OF ARRANGEMENT
        The guarantee and indemnity contained in Clause 21.1 (GUARANTEE AND
        INDEMNITY) shall not be discharged nor shall any Obligor's liability be
        affected by any reduction occurring in, or other arrangement being made
        relating to the Obligors' liabilities or any of them to the Finance
        Parties as a result of any arrangement or composition made pursuant to
        any of the provisions of the Companies (Amendment) Act, 1990 of Ireland
        or any analogous provisions or made pursuant to any proceedings or
        actions whatsoever and whether or not following the appointment of an
        administrator, administrative receiver, trustee, liquidator, receiver or
        examiner or any similar officer or any analogous event occurring under
        the laws of any relevant jurisdiction to any Obligor or over all or any
        substantial part of the assets (as the case may be) of any Obligor and
        each Obligor agrees with the Finance Parties that the amount recoverable
        by the Finance Parties from such Obligor under the Finance Documents
        will be and will continue to be the full amount which would have been
        recoverable by the Finance

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        Parties from such Obligor in respect of its liabilities and any of them
        had no such arrangement or composition or event as aforesaid been
        entered into.

21.11   LIMITATIONS APPLICABLE TO GUARANTEES FROM DUTCH GUARANTORS
        Any guarantee, indemnity obligation, liability and/or undertaking
        granted or assumed pursuant to this Agreement (including but not limited
        to this Clause 21 (GUARANTEE AND INDEMNITY) and 18 (OTHER INDEMNITIES))
        or pursuant to any other Finance Document by any Obligor incorporated in
        The Netherlands shall be deemed not to be undertaken or incurred by such
        Obligor to the extent that the same would constitute unlawful financial
        assistance within the meaning of Section 2:207(c) of the Dutch Civil
        Code. For the avoidance of doubt any guarantee, obligation, indemnity,
        liability and/or undertaking granted or assumed hereunder or under any
        other Finance Document by:

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

        (b)    Iron Mountain Nederland B.V., shall not be deemed to be
               undertaken or incurred to the extent relating to (i) an amount of
               L20,150,000 of the Hays IMS Acquisition Indebtedness used for the
               acquisition of the shares in the capital of Iron Mountain
               Nederland B.V. (ii) an amount of euros 23,700 of the Hays IMS
               Acquisition Indebtedness used for the acquisition of the shares
               in the capital of Iron Mountain Nederland Holdings B.V.

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

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                                    SECTION 8
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

22.     REPRESENTATIONS
        Each Obligor makes the following representations and warranties to each
        Finance Party at the times specified in Clause 22.20 (TIMES ON WHICH
        REPRESENTATIONS ARE MADE):

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

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

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

22.3    NON-CONFLICT WITH OTHER OBLIGATIONS
        The entry into and performance by it of, and the transactions
        contemplated by, the Finance Documents and the granting of the
        Transaction Security do not and will not conflict with:

        (a)    any law or regulation applicable to it;

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

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

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

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

22.5    VALIDITY AND ADMISSIBILITY IN EVIDENCE
        (a)    All Authorisations required:

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

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

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

22.6    GOVERNING LAW AND ENFORCEMENT

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

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

22.7    NO FILING OR STAMP TAXES
        Under the laws of the Relevant Jurisdictions it is not necessary that
        the Finance Documents be filed, recorded or enrolled with any court or
        other authority in that jurisdiction or that any stamp, registration,
        notarial or similar Taxes or fees be paid on or in relation to the
        Finance Documents or the transactions contemplated by the Finance
        Documents except:

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

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

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

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

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

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

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

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

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

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        (b)    No other event or circumstance is outstanding which constitutes a
               default under any other agreement or instrument which is binding
               on it or any of its Subsidiaries or to which its (or its
               Subsidiaries') assets are subject which could reasonably be
               expected to have a Material Adverse Effect.

22.9    NO MISLEADING INFORMATION
        (a)    Any factual information contained in the Information Memorandum
               was true and accurate in all material respects as at the date of
               the relevant report or document containing the information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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22.15   SECURITY AND FINANCIAL INDEBTEDNESS
        (a)    No Security exists over all or any of the present or future
               assets of any member of the Group other than any Security
               permitted under Clause 25.10 (NEGATIVE PLEDGE).

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

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

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

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

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

22.20   TIMES ON WHICH REPRESENTATIONS ARE MADE
        (a)    All the representations and warranties in this Clause 22 are made
               to each Finance Party on the date of this Agreement except for
               the representations and warranties set out in paragraphs (a) to
               (d) of Clause 22.9 (NO MISLEADING INFORMATION) relating to the
               Information Memorandum which are deemed to be made by each
               Obligor on the date that the Information Memorandum is approved
               by the Parent.

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

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

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

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

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

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

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

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

        (b)    as soon as they are available, but in any event within 42 days
               after the end of each Financial Quarter of each of its financial
               years its consolidated financial statements for that Financial
               Quarter; and

        (c)    within 30 days after the commencement of each of its financial
               years a consolidated annual budget (including profit and loss
               account, balance sheet, cashflow forecasts and capital
               expenditure forecasts) for the next financial year.

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

        (b)    Each Compliance Certificate shall:

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

                                     - 62 -
<Page>

               (ii)   confirm compliance with Clause 25.18 (GUARANTOR GROUP AND
                      SECURITY COVERAGE); and

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

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

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

23.3    REQUIREMENTS AS TO FINANCIAL STATEMENTS
        (a)    Each set of financial statements delivered pursuant to Clause
               23.1 (FINANCIAL STATEMENTS):

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

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

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

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

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

                                     - 63 -
<Page>

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

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

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

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

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

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

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

        (d)    The Parent shall procure that each set of consolidated quarterly
               financial statements delivered pursuant to paragraph (b) of
               Clause 23.1 (FINANCIAL STATEMENTS) includes a cashflow forecast
               in respect of the Group relating to the 3 month period commencing
               at the end of the relevant Financial Quarter.

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

                                     - 64 -
<Page>

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

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

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

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

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

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

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

23.8    "KNOW YOUR CUSTOMER" CHECKS
        (a)    If:

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

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

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

                                     - 65 -
<Page>

               obliges the Facility Agent or any Lender (or, in the case of
               paragraph (iii) above, any prospective new Lender) to comply with
               "know your customer" or similar identification procedures in
               circumstances where the necessary information is not already
               available to it, each Obligor shall promptly upon the request of
               the Facility Agent or any Lender supply, or procure the supply
               of, such documentation and other evidence as is reasonably
               requested by the Facility Agent (for itself or on behalf of any
               Lender) or any Lender (for itself or, in the case of the event
               described in paragraph (iii) above, on behalf of any prospective
               new Lender) in order for the Facility Agent, such Lender or, in
               the case of the event described in paragraph (iii) above, any
               prospective new Lender to carry out and be satisfied with the
               results of all necessary "know your customer" or other checks in
               relation to any relevant person pursuant to the transactions
               contemplated in the Finance Documents.

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

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

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

24.     FINANCIAL COVENANTS

24.1    FINANCIAL DEFINITIONS
        In this Clause 24:

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

                                     - 66 -
<Page>

        (a)    moneys borrowed or raised;

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

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

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

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

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

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

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

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

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

        "CONSOLIDATED NET FINANCE CHARGES" means, for any Relevant Period, the
        aggregate amount of the accrued interest (including capitalised
        interest), commission, fees, discounts, prepayment penalties or premiums
        and other finance payments in respect of Borrowings whether paid,
        payable or capitalised by any member of the Group in respect of that
        Relevant Period:

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

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

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

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

                                     - 67 -
<Page>

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

        (f)    EXCLUDING any interest due under the Subordinated Loan Agreement
               or, as the case may be, the Existing Retained Inter-company
               Facilities to the extent that the payment of such interest is
               funded by a further drawdown under the Subordinated Loan
               Agreement;

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

        "CONSOLIDATED TOTAL NET DEBT" means, at any time, the aggregate amount
        of all obligations of the Group for or in respect of Borrowings but:

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

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

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

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

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

        (a)    BEFORE DEDUCTING any Consolidated Net Finance Charges;

        (b)    BEFORE TAKING INTO ACCOUNT any items treated as exceptional or
               extraordinary items;

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

        "EBITDA" means EBIT BEFORE DEDUCTING any amount attributable to the
        amortisation of intangible assets or the depreciation of tangible
        assets.

        "FINANCIAL QUARTER" means the period commencing on the day after one
        Quarter Date and ending on the next Quarter Date.

        "QUARTER DATE" means each of 30 April, 31 July, 31 October and 31
        January.

        "RELEVANT PERIOD" means each period of twelve months ending on the last
        day of the Parent's financial year and each period of twelve months
        ending on the last day of each Financial Quarter of the Parent's
        financial year.

                                     - 68 -
<Page>

24.2    FINANCIAL CONDITION
        The Parent shall ensure that:

        (a)    INTEREST COVER: The ratio of EBITDA to Consolidated Net Finance
               Charges in respect of any Relevant Period specified in Column 1
               below shall not be less than 4.0:1.

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

<Table>
<Caption>
               COLUMN 1                                               COLUMN 2
               RELEVANT PERIOD                                        RATIO
               <S>                                                    <C>
               Relevant Period expiring 31 July 2004                  4.0:1

               Relevant Period expiring 31 October 2004               4.0:1

               Relevant Period expiring 31 January 2005               4.0:1

               Relevant Period expiring 30 April 2005                 4.0:1

               Relevant Period expiring 31 July 2005                  3.75:1

               Relevant Period expiring 31 October 2005               3.75:1

               Relevant Period expiring 31 January 2006               3.75:1

               Relevant Period expiring 30 April 2006                 3.75:1

               Relevant Period expiring 31 July 2006                  3.50:1

               Relevant Period expiring 31 October 2006               3.50:1

               Relevant Period expiring 31 January 2007               3.50:1

               Relevant Period expiring 30 April 2007                 3.50:1

               Relevant Period expiring 31 July 2007                  3.25:1

               Relevant Period expiring 31 October 2007               3.25:1

               Relevant Period expiring 31 January 2008               3.25:1

               Relevant Period expiring 30 April 2008                 3.25:1

               All Relevant Periods thereafter                        3.0:1
</Table>

24.3    FINANCIAL TESTING
        (a)    The financial covenants set out in Clause 24.2 (FINANCIAL
               CONDITION) shall be tested by reference to each of the financial
               statements and/or each Compliance Certificate delivered pursuant
               to Clause 23.2 (COMPLIANCE CERTIFICATE).

                                     - 69 -
<Page>

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

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

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

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

               (i)    in the case of any business or company acquired (a
                      "RELEVANT ACQUISITION") in accordance with the terms of
                      this Agreement on a date (the "ACQUISITION DATE") during a
                      Relevant Period, have added to it:

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

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

               (ii)   in the case of any businesses or company(ies) sold (a
                      "RELEVANT DISPOSAL") in accordance with this Agreement
                      during a Relevant Period, have deducted from it the
                      Parent's good faith estimate (as confirmed to the Facility
                      Agent by two directors of the Parent together with
                      reasonable supporting evidence and calculations) of EBITDA
                      of the company(ies) or businesses comprising the Relevant
                      Disposal for the period from the start of that Relevant
                      Period to the date of such disposal and for this purpose
                      the definitions of EBIT and EBITDA in Clause 24.1
                      (FINANCIAL DEFINITIONS) shall be applied, MUTATIS
                      MUTANDIS, to the company(ies) or business comprising the
                      Relevant Disposal.

                                     - 70 -
<Page>

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

25.1    AUTHORISATIONS
        Each Obligor shall promptly:

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

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

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

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

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

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

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

        (a)    comply with all Environmental Law;

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

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

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

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

25.4    ENVIRONMENTAL CLAIMS
        Each Obligor shall (through the Parent) inform the Facility Agent in
        writing as soon as reasonably practicable upon becoming aware of the
        same if any Environmental Claim has been commenced or (to the best of an
        Obligor's knowledge and belief) is threatened against any Obligor or
        Pledged Company where the claim could reasonably

                                     - 71 -
<Page>

        be expected, if determined against that Obligor or Pledged Company, to
        have a Material Adverse Effect.

25.5    TAXATION

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

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

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

        (c)    such payment can be lawfully withheld.

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

25.7    CHANGE OF BUSINESS
        The Parent shall procure that no substantial change is made to the
        general nature of the business of the Parent, the other Obligors or the
        Group from that carried on at the date of this Agreement being the
        records and information management business or activities related
        thereto (including ownership of 100% of the issued share capital of
        limited liability companies whose assets consist substantially of such
        assets).

25.8    ACQUISITIONS
        (a)    No Obligor shall (and the Parent shall ensure that no other
               member of the Group (other than a Joint Venture Group Company)
               will) incorporate or acquire a company or acquire (or acquire an
               interest in) shares or securities or a business or undertaking.

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

               (i)    the proposed share acquisition by the Parent of a European
                      company codenamed "Project Mont Blanc";

               (ii)   an acquisition of (A) all of the issued share capital of a
                      limited liability company or (B) any shares in a Joint
                      Venture Group Company or (C) a business or undertaking,
                      but only if:

                      (1)   the consideration for the acquisition does not
                            exceed L7,500,000 and when aggregated with the
                            consideration for all other acquisitions which are
                            not otherwise permitted by paragraph (i) above does
                            not exceed L15,000,000 in any financial year; and

                                     - 72 -
<Page>

                      (2)   the consideration for the acquisition when
                            aggregated with the consideration for all other
                            acquisitions which are not otherwise permitted by
                            the preceding paragraphs does not exceed L20,000,000
                            in any financial year but only to the extent that
                            all such acquisitions are fully funded by a specific
                            issue of equity shares or by Approved Subordinated
                            Debt;

               (iii)  any acquisition with the prior written consent of the
                      Majority Lenders.

25.9    PARI PASSU RANKING
        (a)    Each Obligor shall ensure that at all times any unsecured and
               unsubordinated claims of a Finance Party held against it under
               the Finance Documents rank at least PARI PASSU with the claims of
               all its other unsecured and unsubordinated creditors except those
               creditors whose claims are mandatorily preferred by laws of
               general application to companies.

        (b)    Each Obligor which is incorporated in Spain shall not raise to
               the status of a Spanish Public Document any unsecured and
               unsubordinated indebtedness.

25.10   NEGATIVE PLEDGE
        Except as permitted under paragraph (c) below:

        (a)    No Obligor shall (and the Parent shall ensure that no other
               member of the Group will) create or permit to subsist any
               Security over any of its assets.

        (b)    No Obligor shall (and the Parent shall ensure that no other
               member of the Group will):

               (i)    sell, transfer or otherwise dispose of any of its assets
                      on terms whereby they are or may be leased to or
                      re-acquired by an Obligor or any other member of the
                      Group;

               (ii)   sell, transfer or otherwise dispose of any of its
                      receivables on recourse terms;

               (iii)  enter into any arrangement under which money or the
                      benefit of a bank or other account may be applied, set-off
                      or made subject to a combination of accounts; or

               (iv)   enter into any other preferential arrangement having a
                      similar effect,

               in circumstances where the arrangement or transaction is entered
               into primarily as a method of raising Financial Indebtedness or
               of financing the acquisition of an asset.

        (c)    Paragraphs (a) and (b) above do not apply to:

               (i)    Existing Retained Security;

                                     - 73 -
<Page>

               (ii)   any netting or set-off arrangement entered into by any
                      member of the Group in the ordinary course of its banking
                      arrangements for the purpose of netting debit and credit
                      balances of members of the Group;

               (iii)  any lien arising by operation of law in the ordinary
                      course of trading which is discharged within 90 days or is
                      in respect of an amount less than L10,000;

               (iv)   any retention of title, hire purchase or conditional sale
                      arrangement or arrangements having similar effect in
                      respect of goods supplied to a member of the Group in the
                      ordinary course of trading and on the suppliers standard
                      or usual terms;

               (v)    any sale, transfer or other disposal of any assets
                      prohibited pursuant to paragraph (b)(i) and (b)(ii) of
                      this Clause 25.10 (NEGATIVE PLEDGE) where an amount equal
                      to the Disposal Proceeds thereof is used in or towards
                      making a prepayment and cancellation of the Facility under
                      Clause 11.9 (MANDATORY PREPAYMENT ON RECEIPT OF DISPOSAL
                      PROCEEDS); and

               (vi)   the Transaction Security.

25.11   DISPOSALS
        (a)    Except as permitted under paragraph (b) below, no Obligor shall
               (and the Parent shall ensure that no other member of the Group
               will) enter into a single transaction or a series of transactions
               (whether related or not and whether voluntary or involuntary) to
               sell, lease, transfer or otherwise dispose of any asset.

        (b)    Paragraph (a) above does not apply to any sale, lease, transfer
               or other disposal:

               (i)    of assets made in the ordinary course of trading of the
                      disposing entity;

               (ii)   of assets on arms length terms for market value;

               (iii)  arising as a result of any Security permitted under Clause
                      25.10 (NEGATIVE PLEDGE);

               (iv)   of assets where the proceeds of disposal are used within 6
                      months of that disposal to purchase assets utilised in the
                      records management business;

               (v)    of any asset (which is not the subject of Transaction
                      Security) in exchange for other assets comparable or
                      superior as to type, value and quantity;

               (vi)   of any surplus or obsolete assets not required for the
                      efficient operation of the business of the Group by any
                      member of the Group;

               (vii)  of cash where such disposal is not otherwise prohibited by
                      this Agreement; and

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               (viii) of assets between Obligors.

25.12   ARM'S LENGTH BASIS
        (a)    Except as permitted by paragraph (b) below, no Obligor shall (and
               the Parent shall ensure no member of the Group will) enter into
               any transaction with the Parent or its shareholders except on
               arm's length terms.

        (b)    The following transactions shall not be a breach of this Clause
               25.12:

               (i)    the Mentmore Disposal; and

               (ii)   intra-Group loans permitted under Clause 25.13 (LOANS,
                      CREDIT OR GUARANTEES).

25.13   LOANS, CREDIT OR GUARANTEES
        (a)    Except as permitted under paragraph (b) below, no Obligor shall
               (and the Parent shall ensure that no member of the Group will)

               (i)    make any loans or grant any credit to or for the benefit
                      of any person;

               (ii)   give any guarantee or indemnity (except as required under
                      any of the Finance Documents); or

               (iii)  otherwise voluntarily assume any liability, whether actual
                      or contingent, in respect of any obligation of any person.

        (b)    Paragraph (a) above does not apply to:

               (i)    any Subordinated Loans under the Subordinated Loan
                      Agreement;

               (ii)   a loan by an Obligor to an Obligor;

               (iii)  any loan made by a member of the Group which is not an
                      Obligor to an Obligor which is a direct or indirect
                      Holding Company of such member of the Group where such
                      loan is to fund obligations under the Finance Documents or
                      working capital requirements of that Obligor;

               (iv)   a loan by a member of the Group which is not an Obligor to
                      another member of the Group which is not an Obligor;

               (v)    any loan, grant of credit or guarantee granted to any
                      customer of a member of the Group in the ordinary course
                      of trading and on arm's length terms;

               (vi)   the giving by any member of the Group of any guarantee,
                      bond or indemnity in respect of the liabilities or
                      obligations of any other member of the Group PROVIDED THAT
                      no Obligor shall give any guarantee, bond or indemnity in
                      respect of the liabilities or obligations of any member of
                      the Group which is not an Obligor; or

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               (vii)  any loan by the Parent to a Joint Venture Group Company,
                      the aggregate amount of which does not exceed L5,000,000
                      in any financial year of the Parent but only to the extent
                      that the proceeds of any such loans are applied towards
                      working capital purposes and capital expenditure which,
                      for the avoidance of doubt, shall not include any
                      acquisitions as contemplated by paragraph (a) of Clause
                      25.8(ACQUISITIONS); or

               (viii) the loan of euros 9,758,643 made by Document and
                      Information Management Services Limited to Iron Mountain
                      Holdings (France) SNC.

25.14   DIVIDENDS
        (a)    The Parent shall not:

               (i)    declare, make or pay any dividend, charge, fee or other
                      distribution (or interest on any unpaid dividend, fee or
                      distribution) (whether in cash or in kind) on or in
                      respect of its share capital (or any class of its share
                      capital);

               (ii)   repay or distribute any dividend or share premium reserve;

               (iii)  pay or allow any member of the Group to pay any
                      management, advisory or other fee to or to the order of
                      any of the shareholders of the Parent unless such payment
                      is on arms length terms; or

               (iv)   redeem, repurchase, defease, retire or repay any of its
                      share capital or resolve to do so,

        save for any such distribution which the Parent is obliged to pay in
        terms of its Articles of Association, as approved by the Facility Agent.

25.15   SUBORDINATED FACILITIES
        (a)    Except as permitted under paragraph (b) below, no Obligor shall
               (and the Parent shall ensure that no member of the Group will):

               (i)    pay, prepay, defease, repay, redeem, purchase, exchange or
                      enter into any sub-participation arrangements in respect
                      of any principal amount or amount representing capitalised
                      interest under the Subordinated Loans; or

               (ii)   pay any interest or any other amounts payable in
                      connection with the Subordinated Loans or the Existing
                      Retained Inter-company Facilities.

        (b)    Paragraph (a) shall not apply to a payment which:

               (i)    is made when no Default has occurred and is continuing and
                      no Default would occur immediately after that payment is
                      made; and

               (ii)   is permitted by the Subordination Agreement.

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25.16   FINANCIAL INDEBTEDNESS
        (a)    Except as permitted under paragraph (b) below, no Obligor shall
               (and the Parent shall ensure that no member of the Group will)
               incur or allow to remain outstanding any Financial Indebtedness.

        (b)    Paragraph (a) above does not apply to Financial Indebtedness
               which is:

               (i)    monies borrowed or guarantees or indemnities or counter -
                      indemnities given under the Finance Documents or subject
                      to paragraph (vi) below, Financial Indebtedness under the
                      Ancillary Documents;

               (ii)   monies borrowed under the Subordinated Loan Agreement;

               (iii)  monies borrowed under a loan from another member of the
                      Group which is permitted under Clause 25.13 (LOANS, CREDIT
                      OR GUARANTEES);

               (iv)   monies borrowed by a Joint Venture Group Company under a
                      loan from its shareholder which is not a member of the
                      Group;

               (v)    a guarantee in respect of Financial Indebtedness of
                      another member of the Group which is permitted under
                      paragraph b(v) of Clause 25.13 (LOANS, CREDIT OR
                      GUARANTEES);

               (vi)   Financial Indebtedness incurred under the Ancillary
                      Documents PROVIDED THAT the aggregate amount of Ancillary
                      Outstandings does not at any time exceed L10,000,000 (or
                      its equivalent in other currencies);

               (vii)  Financial Indebtedness incurred under any finance lease,
                      hire purchase or conditional sale agreements or
                      arrangements which do not at any time exceed L3,000,000 in
                      aggregate;

               (viii) indebtedness in respect of any derivative transaction
                      which is a Hedging Agreement;

               (ix)   a guarantee or indemnity entered into by a member of the
                      Group in favour of a bank in the ordinary course of its
                      banking arrangements for the purpose of netting debit and
                      credit balances of members of the Group;

               (x)    any liability incurred in connection with the requirement
                      of any member of the Group to pay local municipal or local
                      or governmental authority or its equivalent thereof
                      charges or such charges designated as such by the Parent
                      or any member of the Group, where any payment thereof is
                      deferred for a period of more than 90 days;

               (xi)   the Existing Retained Facilities to the extent of the
                      commitments under such Existing Retained Facilities at the
                      date of this Agreement; or

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               (xii)  interest accrued but unpaid under the Existing Retained
                      Inter-company Facilities PROVIDED THAT the aggregate
                      amount of such interest does not at any time exceed
                      L18,400,000;

               (xiii) Financial Indebtedness incurred in respect of the Existing
                      Deferred Consideration; or

               (xiv)  any Financial Indebtedness incurred by Overseas
                      Subsidiaries, the aggregate amount of which does not at
                      any time exceed EURO 5,000,000 (or its equivalent in other
                      currencies).

25.17   INSURANCE
        Each Obligor shall (and the Parent shall ensure that each member of the
        Group will):

        (a)    maintain insurances on and in relation to its business and assets
               against fire and such other risks to the extent as is usual for
               companies carrying on the same or substantially similar business
               and reasonably satisfactory to the Facility Agent;

        (b)    ensure that all insurances must be with reputable independent
               insurance companies or underwriters;

        (c)    ensure that the interest of the Security Trustee (on behalf of
               the Secured Parties) is noted on any policy of insurance;

        (d)    promptly pay all premiums and do all such other things within its
               power required to keep each insurance in full force and effect
               and not liable to be avoided or to have any claim thereunder
               refused; and

        (e)    promptly and when requested by the Facility Agent supply to or
               make available to the Facility Agent copies of all such policies
               of insurance.

25.18   GUARANTOR GROUP AND SECURITY COVERAGE
        (a)    The Parent shall ensure that at all times after the date of this
               Agreement:

               (i)    the aggregate of the unconsolidated earnings before
                      interest, tax, depreciation and amortisation calculated on
                      the same basis as EBITDA (as defined in Clause 24
                      (FINANCIAL COVENANTS)) of each of the Guarantors (but
                      ignoring losses before interest and tax of any Guarantor)
                      and the aggregate gross assets and turnover (without
                      double counting) of the Guarantors represents not less
                      than (as appropriate) 75% of EBITDA (as defined in Clause
                      24 (FINANCIAL COVENANTS)) consolidated gross assets and
                      consolidated turnover of the Group; and

               (ii)   the aggregate of the unconsolidated or, in the case of
                      Pledged Companies, consolidated earnings before interest,
                      tax, depreciation and amortisation calculated on the same
                      basis as EBITDA (as defined in Clause 24.1 (FINANCIAL
                      DEFINITIONS)) of each of the Guarantors and Pledged
                      Companies (but ignoring losses before interest and tax of
                      any

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                      Guarantor) and the aggregate gross assets and turnover
                      (without double counting and consolidated in respect of a
                      Pledged Company of the Guarantors and Pledged Companies
                      represents not less than (as appropriate) 90% of the
                      EBITDA (as defined in Clause 24.1 (FINANCIAL DEFINITIONS))
                      consolidated gross assets and consolidated turnover of the
                      Group.

25.19   SECURITY
        Each Obligor shall:

        (a)    take whatever steps and execute whatever documents the Facility
               Agent may reasonable require in order to give effect to the
               Transaction Security Documents; and

        (b)    grant such further security in favour of the Security Trustee as
               may be required by the Security Trustee, acting on the
               instructions of the Majority Lenders, from time to time and all
               such further security will secure the obligations of each
               Borrower under the Finance Documents.

25.20   ANCILLARY FACILITIES

        (a)    Each Lender which is an Ancillary Lender agrees that:

               (i)    until service of a notice by the Facility Agent under
                      Clause 26.15 (ACCELERATION), that Ancillary Lender will
                      not, unless the Facility Agent (acting on the instructions
                      of the Majority Creditors) otherwise agrees:

                      (A)   exercise any right it might otherwise have pursuant
                            to the Ancillary Facilities provided by it to cancel
                            or otherwise terminate those Ancillary Facilities;
                            or

                      (B)   demand repayment of or otherwise take any
                            enforcement action in respect of the Ancillary
                            Facilities provided by it (or require the Facility
                            Agent or Security Agent or any other person to
                            exercise any enforcement rights under the Finance
                            Documents in respect of amounts owing under the
                            Ancillary Facilities provided by it);

               (ii)   it will, promptly after service of a notice by the
                      Facility Agent under Clause 26.15 (ACCELERATION), exercise
                      any and all rights it may have to cancel the Ancillary
                      Facilities provided by it and demand payment of all
                      amounts outstanding in respect of the Ancillary Facilities
                      provided by it, unless the Facility Agent (acting on the
                      instructions of the Majority Creditors) otherwise agrees
                      or requires.

        (b)    The provisions of this Clause 25.21 shall cease to apply after
               the Utilisations have been prepaid or repaid in full and the
               Lenders are under no obligation to participate in any further
               Utilisations.

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25.21   HEDGING ARRANGEMENTS
        (a)    The Parent shall procure that, within 45 days of the date of this
               Agreement, a Borrower or Borrowers acceptable to the Facility
               Agent enter into hedging agreements with a Lender or Lenders
               implementing the hedging strategy set out in the Hedging Strategy
               Letter.

        (b)    Each Borrower will ensure, and each Hedging Bank agrees, that:

               (i)    any Hedging Agreement to which it is at any time party
                      will be in the form of the ISDA 1992 Master Agreement and
                      will provide for the "Second Method" (that is, two way
                      payments) in the event of a termination of any hedging
                      transaction entered into under such Hedging Agreement
                      whether upon a Termination Event or an Event of Default
                      (as defined therein);

               (ii)   if, on termination of any hedging transaction under any
                      Hedging Agreement to which any Borrower is a party, a
                      settlement amount or other amount falls due from a Hedging
                      Bank to any Borrower then, if any of the Transaction
                      Security has become enforceable, that amount shall be paid
                      by such Hedging Bank to the Security Trustee and treated
                      as proceeds of enforcement of the Transaction Security for
                      application in the order prescribed by Clause 35.1 (ORDER
                      OF APPLICATION);

               (iii)  each Hedging Agreement (and any amendment to any Hedging
                      Agreement) shall be delivered to the Facility Agent as
                      soon as reasonably practicable after it has been entered
                      into;

               (iv)   the Hedging Agreements to which they are party will not
                      (unless the Majority Lenders have otherwise consented in
                      writing) be amended, varied or supplemented in a manner
                      which would result in:

                      (A)   any payment under any such Hedging Agreement being
                            required to be made by a Borrower earlier than the
                            date originally provided for in the relevant Hedging
                            Agreement; or

                      (B)   any Borrower becoming liable to make an additional
                            payment (or increase an existing payment) under any
                            such Hedging Agreement which liability does not
                            arise from the original provisions of that Hedging
                            Agreement,

               if, in either case that would be inconsistent with the Hedging
               Strategy Letter or the requirements of this Clause 25.21.

        (c)    Each Lender which is a Hedging Bank undertakes that it will not
               (unless the Majority Creditors have otherwise consented in
               writing) demand (other than as may be necessary in order to
               exercise any right to terminate or close out any hedging
               transaction as provided in and permitted under paragraph (d)
               below) payment, prepayment or repayment of, or any distribution
               in respect of, or on

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               account of, any of the obligations of the relevant Borrower to it
               under any Hedging Agreement to which it is party in cash or in
               kind except:

               (i)    for scheduled payments arising under the original terms of
                      any Hedging Agreement to which it is party (without regard
                      to any amendments made after the date of such Hedging
                      Agreement prohibited by paragraph (b)(iii)) of this Clause
                      25.21); and/or

               (ii)   for the proceeds of enforcement of the Transaction
                      Security Documents received and applied in the order
                      permitted by Clause 35.1 (ORDER OF APPLICATION); and/or

               (iii)  payments due under any Hedging Agreement to which it is a
                      party which has been terminated or closed-out by the
                      relevant Borrower.

        (d)    Each Lender which is a Hedging Bank undertakes that it will not
               (unless the Majority Creditors have otherwise consented in
               writing) exercise any right to terminate or close out any hedging
               transaction under any Hedging Agreements to which it is party
               prior to its stated maturity (whether by reason of the Borrower
               counterparty becoming a Defaulting Party or Affected Party
               thereunder (and as defined therein) or otherwise) unless:

               (i)    such Borrower has defaulted on a payment due under such
                      Hedging Agreement, after allowing for any required notice
                      and any applicable days of grace, and such default
                      continues for more than 21 days after notice of such
                      default being given to the Facility Agent; or

               (ii)   an Illegality or a Tax Event (each as defined in the ISDA
                      1992 Master Agreement) has occurred; or

               (iii)  the Facility Agent has served a notice under Clause 26.15
                      (ACCELERATION); or

               (iv)   all Utilisations have been prepaid or repaid in full and
                      the Lenders are no longer under any obligation to
                      participate in further Utilisations; or

               (v)    there is a prepayment of the Term Facility pursuant to
                      Clause 11 (PREPAYMENT AND CANCELLATION); PROVIDED THAT the
                      Hedging Bank may only exercise its right to terminate or
                      close out that element of the hedging transaction (if any)
                      which corresponds to the amount so prepaid; or

               (vi)   the parties to the Hedging Agreement have voluntarily
                      agreed to close out any hedging transaction in that
                      Hedging Agreement and the relevant Borrower has
                      demonstrated to the Facility Agent that it will be in
                      compliance with the terms of the Hedging Strategy Letter.

        (e)    Each Lender which is a Hedging Bank will, promptly after the
               Facility Agent has served a notice under Clause 26.15
               (ACCELERATION), exercise any and all

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               rights it may have to terminate the hedging transactions under
               each Hedging Agreement to which it is party, unless the Facility
               Agent (acting on the instructions of the Majority Creditors)
               otherwise agrees or requires.

        (f)    Each Lender which is a Hedging Bank agrees that (unless the
               Majority Creditors have otherwise agreed in writing) it will not
               enforce any Transaction Security or require any other person to
               enforce the same in respect of amounts owing under any Hedging
               Agreement to which it is party.

25.22   JOINT VENTURES
        The Parent shall ensure that at all times the aggregate EBITDA of the
        Joint Venture Group Companies, the aggregate gross assets and aggregate
        turnover of the Joint Venture Group Companies represents not more than 5
        per cent. of EBITDA, consolidated gross assets and consolidated turnover
        of the Group provided that the EBITDA, gross assets and turnover of any
        Joint Venture Group Company shall be the proportion of EBITDA, gross
        assets and turnover which the Parent's (direct or indirect) shareholding
        in such Joint Venture Group Company bears to the entire issued share
        capital of that Joint Venture Group Company and for this purpose the
        definitions of EBIT and EBITDA in Clause 24.1 (FINANCIAL DEFINITIONS)
        shall be applied, MUTATIS MUTANDIS, to each Joint Venture Group Company.

25.23   CONDITIONS SUBSEQUENT
        The Parent shall procure that:

        (a)    within 12 months after the date of this Agreement (such date
               being the "CONDITIONS SUBSEQUENT LONGSTOP DATE") there are
               obtained landlords' consents to the assignment and transfer of
               such number of the Hays' Leases as will ensure that there could
               not reasonably be expected to be likely to be a Material Adverse
               Effect by reason of the remainder of such consents in respect of
               the Hays' Leases not having been obtained by such date;

        (b)    within 1 month after the date of this Agreement, the share
               certificate in respect of Iron Mountain Ireland (Holdings)
               Limited is delivered to the Facility Agent by Iron Mountain
               Holdings (Europe) Limted;

        (c)    within 1 month after the date of this Agreement, Iron Mountain
               Nederland B.V. shall have entered into the Transaction Security
               Documents in favour of the Security Trustee for the benefit of
               the Secured Parties over all the assets, business and undertaking
               acquired by it in connection with the Eurostorage Acquisition
               which are required by the Facility Agent;

        (d)    within 10 Business Days after the date of this Agreement:

               (i)    the ICC Charges are discharged and released: and

               (ii)   Iron Mountain Ireland Limited shall have entered into the
                      Transaction Security Documents in favour of the Security
                      Trustee for the benefit of the Secured Parties which are
                      required by the Facility Agent; and

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        (e)    within 1 month after the date of this Agreement:

               (i)    the ABN Charges are discharged and released; and

               (ii)   Iron Mountain Nederland B.V. shall have entered into the
                      Transaction Security Documents in favour of the Security
                      Trustee for the benefit of the Secured Parties over the
                      assets comprising the charged property under the ABN
                      Charges which are required by the Facility Agent.

        (f)    within 10 Business Days after the date of this Agreement, each
               of the ABN Pledges and the Fortis Pledge are discharged and
               released.

26.     EVENTS OF DEFAULT
        Each of the events or circumstances set out in Clause 26 is an Event of
        Default.

26.1    NON-PAYMENT
        An Obligor does not pay on the due date any amount payable pursuant to a
        Finance Document at the place at and in the currency in which it is
        expressed to be payable unless:

        (a)    its failure to pay is caused by administrative or technical
               error; and

        (b)    payment is made within two Business Days of its due date.

26.2    BREACH OF FINANCIAL COVENANTS
        Any requirement of Clause 24 (FINANCIAL COVENANTS) is not satisfied.

26.3    OTHER OBLIGATIONS
        (a)    An Obligor does not comply with any provision of the Finance
               Documents (other than those referred to in Clause 26.1
               (NON-PAYMENT) and Clause 26.2 (BREACH OF FINANCIAL COVENANTS)).

        (b)    No Event of Default under paragraph (a) above in relation to
               Clause 23 (INFORMATION UNDERTAKINGS) or Clause 25 (GENERAL
               UNDERTAKINGS) (excluding Clause 25.9 (PARI PASSU RANKING), Clause
               25.10 (NEGATIVE PLEDGE), Clause 25.11 (DISPOSALS), Clause 25.14
               (DIVIDENDS) and Clause 25.15 (SUBORDINATED FACILITIES)) and will
               occur if the failure to comply is capable of remedy and is
               remedied within:

               (i)    in relation to Clause 23.1 (FINANCIAL STATEMENTS), 23.2
                      (COMPLIANCE CERTIFICATE), paragraph (a) of Clause 23.6
                      (INFORMATION: MISCELLANEOUS) and paragraph (b) of Clause
                      25.1 (AUTHORISATIONS), 5 Business Days;

               (ii)   or otherwise, 20 Business Days,

               of the earlier of the Facility Agent giving notice to the Parent
               or relevant Obligor or the Parent or an Obligor becoming aware of
               the failure to comply.

26.4    MISREPRESENTATION
        Any representation or statement made or deemed to be made by an Obligor
        in the Finance Documents or in any other document delivered by or on
        behalf of any Obligor

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        under or in connection with any Finance Document is or proves to have
        been incorrect or misleading in any material respect when made or deemed
        to be made.

26.5    CROSS DEFAULT
        (a)    Any Financial Indebtedness of any member of the Group (other than
               a Joint Venture Group Company) is not paid when due nor within
               any originally applicable grace period and in respect of any on
               demand Financial Indebtedness is not paid within five Business
               Days after such demand.

        (b)    Any Financial Indebtedness of any member of the Group (other than
               a Joint Venture Group Company) is declared to be or otherwise
               becomes due and payable prior to its specified maturity as a
               result of an event of default (however described).

        (c)    Any commitment for any Financial Indebtedness of any member of
               the Group (other than a Joint Venture Group Company) is cancelled
               or suspended by a creditor of any member of the Group (other than
               a Joint Venture Group Company) as a result of an event of default
               (however described).

        (d)    Any creditor of any member of the Group (other than a Joint
               Venture Group Company) becomes entitled to declare any Financial
               Indebtedness of any member of the Group (other than a Joint
               Venture Group Company) due and payable prior to its specified
               maturity as a result of an event of default (however described).

        (e)    No Event of Default will occur under this Clause 26.5 if the
               aggregate amount of Financial Indebtedness or commitment for
               Financial Indebtedness falling within paragraphs (a) to (d) above
               is less than L2,500,000 (or its equivalent in any other
               currency).

26.6    INSOLVENCY
        (a)    A member of the Group (other than a Joint Venture Group Company)
               is unable or admits inability to pay its debts as they fall due
               or is deemed to or declared to be unable to pay its debts under
               applicable law (but, in the case of deemed inability to pay debts
               under Section 123(1)(a) of the Insolvency Act, this clause shall
               be construed as if the figure of L750 was replaced with
               L1,000,000), suspends making payments on any of its debts or, by
               reason of actual or anticipated financial difficulties, commences
               negotiations with one or more of its creditors with a view to
               rescheduling any of its indebtedness.

        (b)    The value of the assets of any member of the Group (other than a
               Joint Venture Group Company) is less than its liabilities (taking
               into account contingent and prospective liabilities).

        (c)    A moratorium is declared in respect of any indebtedness of any
               member of the Group (other than a Joint Venture Group Company).

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26.7    INSOLVENCY PROCEEDINGS
        (a)    Any corporate action, legal proceedings or other procedure or
               step is taken in relation to:

               (i)    the suspension of payments, bankruptcy, a moratorium of
                      any indebtedness, winding-up, dissolution, administration,
                      examination or reorganisation (by way of voluntary
                      arrangement, scheme of arrangement or otherwise) of any
                      member of the Group (other than a Joint Venture Group
                      Company) other than a solvent liquidation or
                      reorganisation of any member of the Group which is not an
                      Obligor;

               (ii)   a composition, assignment or arrangement with any creditor
                      of any member of the Group (other than a Joint Venture
                      Group Company);

               (iii)  the appointment of a provisional liquidator, a liquidator
                      (other than in respect of a solvent liquidation of a
                      member of the Group which is not an Obligor), receiver,
                      receiver or manager, administrative receiver,
                      administrator, examiner, compulsory or interim manager or
                      other similar officer in respect of any member of the
                      Group (other than a Joint Venture Group Company) or any of
                      its assets; or

               (iv)   enforcement of any Security over any assets valued at more
                      than L500,000 (or its equivalent in any other currency or
                      currencies) of any member of the Group (other than a Joint
                      Venture Group Company),

               or any analogous procedure or step is taken in any jurisdiction.

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

               (i)    any procedure or step in relation to a Dormant Subsidiary;
                      or

               (ii)   any winding-up petition which is frivolous or vexatious or
                      which is being contested in good faith and is discharged,
                      stayed or dismissed within 28 days of commencement.

26.8    CREDITORS' PROCESS
        Any expropriation, attachment, sequestration, distress or execution or
        any analogous process in any jurisdiction affects any asset or assets of
        a member of the Group (other than a Joint Venture Group Company) valued
        at more than L500,000 (or its equivalent in any other currency or
        currencies) and is not discharged within 7 days.

26.9    UNLAWFULNESS AND INVALIDITY
        (a)    It is or becomes unlawful for an Obligor to perform any of its
               material obligations under the Finance Documents or any
               Transaction Security created or expressed to be created or
               evidenced by the Transaction Security Documents ceases to be
               effective or subordination created under the Subordination
               Agreement is or becomes unlawful.

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        (b)    Any obligation or obligations of any Obligor under any Finance
               Documents are not or cease to be legal, valid, binding or
               enforceable and the cessation individually or cumulatively
               materially and adversely effects the interests of the Lenders
               under the Finance Documents.

        (c)    Any Finance Document ceases to be in full force and effect or any
               Transaction Security or subordination created under the
               Subordination Agreement ceases to be legal, valid, binding,
               enforceable or effective or the subordination created thereunder
               is alleged by a party to it (other than a Finance Party) to be
               ineffective.

26.10   SUBORDINATION AGREEMENT
        (a)    Any party to the Subordination Agreement (other than a Finance
               Party or an Obligor) fails to comply with the provisions of, or
               does not perform its obligations under, the Subordination
               Agreement; or

        (b)    a representation or warranty given by that party in the
               Subordination Agreement is incorrect in any material respect,

        and, if the non-compliance or circumstances giving rise to the
        misrepresentation are capable of remedy, it is not remedied within 7
        days of the earlier of the Facility Agent giving notice to that party or
        that party becoming aware of the non-compliance or misrepresentation.

26.11   REPUDIATION
        An Obligor (or any other relevant party) repudiates a Finance Document
        or any of the Transaction Security or evidences in writing an intention
        to repudiate a Finance Document or any Transaction Security.

26.12   CESSATION OF BUSINESS
        An Obligor ceases, or threatens or proposes to cease, to carry on all or
        a substantial part of its business, except:

        (a)    in consequence of any reorganisation, reconstruction or
               amalgamation permitted under this Agreement; or

        (b)    as may result from any disposal of assets or wind-down of
               business activities not otherwise prohibited by the terms of this
               Agreement; or

        (c)    as previously approved in writing by the Majority Lenders.

26.13   CHANGE OF OWNERSHIP
        An Obligor (other than the Parent) ceases to be a wholly-owned
        Subsidiary of the Parent other than with the permission of the Facility
        Agent, acting on the instructions of the Majority Lenders.

26.14   MATERIAL ADVERSE CHANGE
        Any event or circumstance occurs which the Majority Lenders reasonably
        believe might have a Material Adverse Effect.

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26.15   ACCELERATION
        On and at any time after the occurrence of an Event of Default which is
        continuing the Facility Agent may, and shall if so directed by the
        Majority Lenders, by notice to the Parent:

        (a)    cancel the Total Commitments whereupon they shall immediately be
               cancelled and any fees payable under the Finance Documents in
               connection with those Commitments shall be immediately due and
               payable;

        (b)    declare that all or part of the Utilisations, together with
               accrued interest, and all other amounts accrued or outstanding
               under the Finance Documents be immediately due and payable,
               whereupon they shall become immediately due and payable;

        (c)    declare that all or part of the Utilisations be payable on
               demand, whereupon they shall immediately become payable on demand
               by the Facility Agent on the instructions of the Lenders;

        (d)    declare that cash cover in respect of each Letter of Credit is
               immediately due and payable at which time it shall become
               immediately due and payable;

        (e)    declare that cash cover in respect of each Letter of Credit is
               payable on demand at which time it shall immediately become due
               and payable on demand by the Facility Agent on the instructions
               of the Majority Lenders;

        (f)    exercise or direct the Security Trustee to exercise any or all of
               its rights, remedies, powers or discretions under the Finance
               Documents PROVIDED THAT the Facility Agent is not obliged to
               direct the Security Trustee to take any enforcement action in
               relation to the Transaction Security unless the Majority
               Creditors have so directed the Facility Agent.

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                                    SECTION 9
                               CHANGES TO PARTIES

27.     CHANGES TO THE LENDERS

27.1    ASSIGNMENTS AND TRANSFERS BY THE LENDERS
        Subject to this Clause 27, a Lender (the "EXISTING LENDER") may:

        (a)    assign any of its rights and benefits; or

        (b)    transfer by novation any of its rights, benefits and obligations,

        to another bank or financial institution (the "NEW LENDER").

27.2    CONDITIONS OF ASSIGNMENT OR TRANSFER
        (a)    The consent of the Parent is required for an assignment or
               transfer by an Existing Lender, unless an Event of Default has
               occurred and is continuing or unless the assignment or transfer
               is to another Lender or an Affiliate of a Lender.

        (b)    The consent of the Parent to an assignment or transfer must not
               be unreasonably withheld or delayed. The Parent will be deemed to
               have given its consent ten Business Days after the Existing
               Lender has requested it unless consent is expressly refused by
               the Parent within that time.

        (c)    The consent of the Parent to an assignment or transfer must not
               be withheld solely because the assignment or transfer may result
               in an increase to the Mandatory Cost.

        (d)    An assignment will only be effective on:

               (i)    receipt by the Facility Agent of a written confirmation
                      from the New Lender (in form and substance satisfactory to
                      the Facility Agent) that the New Lender will assume the
                      same obligations to the other Finance Parties and the
                      other Secured Parties as it would have been under if it
                      was an Original Lender; and

               (ii)   performance by the Facility Agent of all "know your
                      customer" or other checks relating to any person that it
                      is required to carry out in relation to such assignment to
                      a New Lender, the completion of which the Facility Agent
                      shall promptly notify to the Existing Lender and the New
                      Lender.

        (e)    A transfer will only be effective on receipt by the Facility
               Agent if the procedure set out in Clause 27.5 (PROCEDURE FOR
               TRANSFER) is complied with.

        (f)    Any assignment or transfer of part of its Commitment shall be in
               a minimum amount of L5,000,000.

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        (g)    If:

               (i)    a Lender assigns or transfers any of its rights, benefits
                      or obligations under the Finance Documents or changes its
                      Facility Office; and

               (ii)   as a result of circumstances existing at the date the
                      assignment, transfer or change occurs, an Obligor would be
                      obliged to make a payment to the New Lender or Lender
                      acting through its new Facility Office under Clause 16
                      (TAX GROSS-UP AND INDEMNITIES) or Clause 17 (INCREASED
                      COSTS),

               then the New Lender or Lender acting through its new Facility
               Office is only entitled to receive payment under those Clauses to
               the same extent as the Existing Lender or Lender acting through
               its previous Facility Office would have been if the assignment,
               transfer or change had not occurred.

27.3    ASSIGNMENT OR TRANSFER FEE
        The New Lender shall, on the date upon which an assignment or transfer
        takes effect, pay to the Facility Agent (for its own account) a fee of
        L1,000.

27.4    LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS
        (a)    Unless expressly agreed to the contrary, an Existing Lender makes
               no representation or warranty and assumes no responsibility to a
               New Lender for:

               (i)    the legality, validity, effectiveness, adequacy or
                      enforceability of the Finance Documents, the Transaction
                      Security or any other documents;

               (ii)   the financial condition of any Obligor;

               (iii)  the performance and observance by any Obligor or any other
                      member of the Group of its obligations under the Finance
                      Documents or any other documents; or

               (iv)   the accuracy of any statements (whether written or oral)
                      made in or in connection with any Finance Document or any
                      other document,

               and any representations or warranties implied by law are
               excluded.

        (b)    Each New Lender confirms to the Existing Lender, the other
               Finance Parties and the Secured Parties that it:

               (i)    has made (and shall continue to make) its own independent
                      investigation and assessment of the financial condition
                      and affairs of each Obligor and its related entities in
                      connection with its participation in this Agreement and
                      has not relied exclusively on any information provided to
                      it by the Existing Lender or any other Finance Party in
                      connection with any Finance Document or the Transaction
                      Security; and

               (ii)   will continue to make its own independent appraisal of the
                      creditworthiness of each Obligor and its related entities
                      whilst any

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                      amount is or may be outstanding under the Finance
                      Documents or any Commitment is in force.

        (c)    Nothing in any Finance Document obliges an Existing Lender to:

               (i)    accept a re-transfer from a New Lender of any of the
                      rights and obligations assigned or transferred under this
                      Clause 27; or

               (ii)   support any losses directly or indirectly incurred by the
                      New Lender by reason of the non-performance by any Obligor
                      of its obligations under the Finance Documents or
                      otherwise.

27.5    PROCEDURE FOR TRANSFER
        (a)    Subject to the conditions set out in Clause 27.2 (CONDITIONS OF
               ASSIGNMENT OR TRANSFER) a transfer is effected in accordance with
               paragraph (b) below when the Facility Agent executes an otherwise
               duly completed Transfer Certificate delivered to it by the
               Existing Lender and the New Lender. The Facility Agent shall,
               subject to paragraph (b) below, as soon as reasonably practicable
               after receipt by it of a duly completed Transfer Certificate
               appearing on its face to comply with the terms of this Agreement
               and delivered in accordance with the terms of this Agreement,
               execute that Transfer Certificate.

        (b)    The Facility Agent shall only be obliged to execute a Transfer
               Certificate delivered to it by the Existing Lender and the New
               Lender upon its completion of all "know your customer" or other
               checks relating to any person that it is required to carry out in
               relation to the transfer to such New Lender.

        (c)    On the Transfer Date:

               (i)    to the extent that in the Transfer Certificate the
                      Existing Lender seeks to transfer by novation its rights,
                      benefits and obligations under the Finance Documents and
                      in respect of the Transaction Security each of the
                      Obligors and other members of the Group party to any
                      Finance Document or the Transaction Security and the
                      Existing Lender shall be released from further obligations
                      towards one another under the Finance Documents and in
                      respect of the Transaction Security and their respective
                      rights against one another under the Finance Documents and
                      in respect of the Transaction Security shall be cancelled
                      (being the "DISCHARGED RIGHTS AND OBLIGATIONS");

               (ii)   each of the Obligors and other members of the Group party
                      to any Finance Document and the New Lender shall assume
                      obligations towards one another and/or acquire rights and
                      benefits against one another which differ from the
                      Discharged Rights and Obligations only insofar as that
                      Obligor or other member of the Group and the New Lender
                      have assumed and/or acquired the same in place of that
                      Obligor and the Existing Lender;

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               (iii)  the Facility Agent, the Arranger, the Security Trustee,
                      the New Lender, the other Lenders, the Issuing Bank, any
                      Hedge Bank and any relevant Ancillary Lender shall acquire
                      the same rights and assume the same obligations between
                      themselves and in respect of the Transaction Security as
                      they would have acquired and assumed had the New Lender
                      been an Original Lender with the rights, and/or
                      obligations acquired or assumed by it as a result of the
                      transfer and to that extent the Facility Agent, the
                      Arranger, the Security Trustee, the Issuing Bank, any
                      Hedge Bank and any relevant Ancillary Lender and the
                      Existing Lender shall each be released from further
                      obligations to each other under this Agreement; and

               (iv)   the New Lender shall become a Party as a "Lender".

27.6    COPY OF TRANSFER CERTIFICATE TO PARENT
        The Facility Agent shall, as soon as reasonably practicable after it has
        executed a Transfer Certificate, send to the Parent a copy of that
        Transfer Certificate.

27.7    DISCLOSURE OF INFORMATION
        (a)    Any Lender may disclose to any of its Affiliates and any other
               person:

               (i)    to (or through) whom that Lender assigns or transfers (or
                      may potentially assign or transfer) all or any of its
                      rights and obligations under the Finance Documents;

               (ii)   with (or through) whom that Lender enters into (or may
                      potentially enter into) any sub-participation in relation
                      to, or any other transaction under which payments are to
                      be made by reference to, the Finance Documents or any
                      Obligor; or

               (iii)  to whom, and to the extent that, information is required
                      to be disclosed by any applicable law or regulation; and

        (b)    any Finance Party may disclose to a rating agency,

        any information about any Obligor, the Group and the Finance Documents
        as that Lender shall consider appropriate, if, in relation to paragraphs
        (a)(i) and (ii) and (b) above, the person to whom the information is to
        be given has entered into a Confidentiality Undertaking.

27.8    AFFILIATES OF LENDERS AS HEDGE BANKS
        (a)    An Affiliate of a Lender which becomes a Hedge Bank shall accede
               to this Agreement by delivery to the Facility Agent of a duly
               completed Accession Letter.

        (b)    Where this Agreement or any other Finance Document imposes an
               obligation on a Hedge Bank and the relevant Hedge Bank is an
               Affiliate of a Lender and is not a party to that document, the
               relevant Lender shall ensure that the obligation is performed by
               its Affiliate.

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28.     CHANGES TO THE OBLIGORS

28.1    ASSIGNMENT AND TRANSFERS BY OBLIGORS
        No Obligor may assign any of its rights or transfer any of its rights
        or obligations under the Finance Documents.

28.2    ADDITIONAL BORROWERS
        (a)    Subject to compliance with the provisions of paragraphs (c) and
               (d) of Clause 23.8 ("KNOW YOUR CUSTOMER" CHECKS) the Parent may
               request that any of its wholly owned Subsidiaries which is not a
               Dormant Subsidiary becomes an Additional Borrower. That
               Subsidiary shall become an Additional Borrower if:

               (i)    all the Lenders approve the addition of that Subsidiary
                      other than a wholly-owned Subsidiary incorporated in
                      England and Wales, or Scotland;

               (ii)   the Parent delivers to the Facility Agent a duly completed
                      and executed Accession Letter;

               (iii)  the Parent confirms that no Default is continuing or would
                      occur as a result of that Subsidiary becoming an
                      Additional Borrower; and

               (iv)   the Facility Agent has received all of the documents and
                      other evidence listed in Part II (CONDITIONS PRECEDENT
                      REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR) and, if
                      applicable, Part III (TRANSACTION SECURITY DOCUMENTS AND
                      SECURITY RELATED DOCUMENTS TO BE DELIVERED BY ADDITIONAL
                      OBLIGORS) of Schedule 2 (CONDITIONS PRECEDENT) in relation
                      to that Additional Borrower, each in form and substance
                      satisfactory to the Facility Agent.

        (b)    The Facility Agent shall notify the Parent and the Lenders
               promptly upon being satisfied that it has received (in form and
               substance satisfactory to it) all the documents and other
               evidence listed in Part II (CONDITIONS PRECEDENT REQUIRED TO BE
               DELIVERED BY AN ADDITIONAL OBLIGOR) and, if applicable, Part III
               (TRANSACTION SECURITY DOCUMENTS AND SECURITY RELATED DOCUMENTS TO
               BE DELIVERED BY ADDITIONAL OBLIGORS) of Schedule 2 (CONDITIONS
               PRECEDENT).

28.3    ADDITIONAL GUARANTORS
        (a)    Subject to compliance with the provisions of paragraphs (c) and
               (d) of Clause 23.8 ("KNOW YOUR CUSTOMER" CHECKS) the Parent may
               request that any wholly owned Subsidiaries become an Additional
               Guarantor.

        (b)    The Parent shall ensure that any member of the Group which is a
               Material Company shall, as soon as possible after becoming a
               Material Company become an Additional Guarantor and shall accede
               to the Subordination Agreement unless legal counsel to the
               Facility Agent has confirmed there is a provision of law
               prohibiting such member of the Group becoming an Additional
               Guarantor and there are no applicable exemptions or exceptions to

                                     - 92 -
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               that prohibition which would permit such member to become an
               Additional Guarantor. The Parent shall procure that the Group
               uses reasonable endeavours to overcome that prohibition.

        (c)    If required by the Agent (and to the extent permitted under
               applicable law), each entity which is to become an Additional
               Guarantor shall enter into Transaction Security Documents in
               favour of the Security Trustee for the benefit of the Secured
               Parties (or, if applicable, directly in favour of the Secured
               Parties) over all its assets, business and undertaking as
               Security for all indebtedness under the Finance Documents, such
               Security to provide (to the extent permissible and practicable
               under applicable law) equivalent security over such assets,
               business and undertaking (together "RELEVANT ASSETS") as granted
               to the Security Trustee (or, as applicable, the Secured Parties)
               by members of the Group with similar Relevant Assets incorporated
               in the same jurisdiction as such Additional Guarantor and, if
               such Additional Guarantor is incorporated in a jurisdiction in
               which no other member of the Group incorporated in that
               jurisdiction with similar Relevant Assets has granted Security,
               the Transaction Security Documents shall be in such form and
               substance as may be required by the Facility Agent (having due
               regard to the practicality and costs involved in taking any such
               Security).

        (d)    In addition, in order to maintain the requirements of Clause
               25.18 (GUARANTOR GROUP AND SECURITY COVERAGE) the Parent may
               request that any of its Subsidiaries which is not a Material
               Company becomes an Additional Guarantor.

        (e)    A member of the Group shall become an Additional Guarantor if:

               (i)    the Parent delivers to the Facility Agent a duly completed
                      and executed Accession Letter; and

               (ii)   the Facility Agent has received all of the documents and
                      other evidence listed in Part II (CONDITIONS PRECEDENT
                      REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR) and, if
                      applicable, Part III (TRANSACTION SECURITY DOCUMENTS AND
                      SECURITY RELATED DOCUMENTS TO BE DELIVERED BY ADDITIONAL
                      OBLIGORS) of Schedule 2 (CONDITIONS PRECEDENT) in relation
                      to that Additional Guarantor, each in form and substance
                      satisfactory to the Facility Agent.

        (f)    The Facility Agent shall notify the Parent and the Lenders
               promptly upon being satisfied that it has received (in form and
               substance satisfactory to it) all the documents and other
               evidence listed in Part II (CONDITIONS PRECEDENT REQUIRED TO BE
               DELIVERED BY AN ADDITIONAL OBLIGOR) and, if applicable, Part III
               (TRANSACTION SECURITY DOCUMENTS AND SECURITY RELATED DOCUMENTS TO
               BE DELIVERED BY ADDITIONAL OBLIGORS) of Schedule 2 (CONDITIONS
               PRECEDENT).

                                     - 93 -
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        (g)    The Facility Agent may (but shall not be obliged to) agree a
               limit on the amount of the liability of the potential Additional
               Guarantor or other changes to the Finance Documents which in the
               opinion of the Facility Agent, based on the advice of its legal
               counsel, are necessary to overcome a prohibition referred to in
               paragraph (c) above or a risk that a guarantee by the potential
               Additional Guarantor will not be legal, valid, binding,
               enforceable and effective. The cost of the advice of legal
               counsel obtained pursuant to this paragraph (f) shall be for the
               account of the Parent.

28.4    REPETITION OF REPRESENTATIONS
        Delivery of an Accession Letter constitutes confirmation by the relevant
        Subsidiary that the representations and warranties referred to in Clause
        22 (REPRESENTATIONS) are true and correct in relation to it as at the
        date of delivery as if made by reference to the facts and circumstances
        then existing.

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                                   SECTION 10
                               THE FINANCE PARTIES

29.     ROLE OF THE FACILITY AGENT, THE ARRANGER, THE ISSUING BANK AND OTHERS

29.1    APPOINTMENT OF THE FACILITY AGENT
        (a)    Each of the Arranger and the Lenders and the Issuing Bank
               appoints the Facility Agent to act as its agent under and in
               connection with the Finance Documents.

        (b)    Each of the Arranger and the Lenders and the Issuing Bank
               authorises the Facility Agent to exercise the rights, powers,
               authorities and discretions specifically given to the Facility
               Agent under or in connection with the Finance Documents together
               with any other incidental rights, powers, authorities and
               discretions.

29.2    DUTIES OF THE FACILITY AGENT
        (a)    The Facility Agent shall promptly forward to a Party the original
               or a copy of any document which is delivered to the Facility
               Agent for that Party by any other Party.

        (b)    Except where a Finance Document specifically provides otherwise,
               the Facility Agent is not obliged to review or check the
               adequacy, accuracy or completeness of any document it forwards to
               another Party.

        (c)    If the Facility Agent receives notice from a Party referring to
               this Agreement, describing a Default and stating that the
               circumstance described is a Default, it shall promptly notify the
               other Finance Parties.

        (d)    If the Facility Agent is aware of the non-payment of any
               principal, interest, commitment fee or other fee payable to a
               Finance Party (other than the Facility Agent, the Arranger or the
               Security Trustee) under this Agreement it shall promptly notify
               the other Finance Parties.

        (e)    The Facility Agent's duties under the Finance Documents are
               solely mechanical and administrative in nature.

29.3    ROLE OF THE ARRANGER
        Except as specifically provided in the Finance Documents, the Arranger
        has no obligations of any kind to any other Party under or in connection
        with any Finance Document.

29.4    NO FIDUCIARY DUTIES
        (a)    Nothing in this Agreement constitutes the Facility Agent, the
               Arranger and/or the Issuing Bank as a trustee or fiduciary of any
               other person.

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        (b)    None of the Facility Agent, the Security Trustee, the Arranger or
               the Issuing Bank shall be bound to account to any Lender for any
               sum or the profit element of any sum received by it for its own
               account.

29.5    BUSINESS WITH THE GROUP
        The Facility Agent, the Security Trustee, the Arranger and the Issuing
        Bank may accept deposits from, lend money to and generally engage in any
        kind of banking or other business with any member of the Group.

29.6    RIGHTS AND DISCRETIONS
        (a)    The Facility Agent and the Issuing Bank may rely on:

               (i)    any representation, notice or document believed by it to
                      be genuine, correct and appropriately authorised; and

               (ii)   any statement made by a director, authorised signatory or
                      employee of any person regarding any matters which may
                      reasonably be assumed to be within his knowledge or within
                      his power to verify.

        (b)    The Facility Agent may assume (unless it has received notice to
               the contrary in its capacity as agent for the Lenders) that:

               (i)    no Default has occurred (unless it has actual knowledge of
                      a Default arising under Clause 26.1 (NON-PAYMENT));

               (ii)   any right, power, authority or discretion vested in any
                      Party or the Majority Lenders has not been exercised; and

               (iii)  any notice or request made by the Parent (other than a
                      Utilisation Request or Selection Notice) is made on behalf
                      of and with the consent and knowledge of all the Obligors.

        (c)    The Facility Agent may engage, pay for and rely on the advice or
               services of any lawyers, accountants, surveyors or other experts.

        (d)    The Facility Agent may act in relation to the Finance Documents
               through its personnel and agents. The Facility Agent shall not be
               liable for the negligence or misconduct of such agents.

        (e)    The Facility Agent may disclose to any other Party any
               information it reasonably believes it has received as agent under
               this Agreement.

        (f)    Notwithstanding any other provision of any Finance Document to
               the contrary, none of the Facility Agent, the Arranger or the
               Issuing Bank is obliged to do or omit to do anything if it would
               or might in its reasonable opinion constitute a breach of any law
               or regulation or a breach of a fiduciary duty or duty of
               confidentiality.

                                     - 96 -
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29.7    MAJORITY LENDERS' INSTRUCTIONS
        (a)    Unless a contrary indication appears in a Finance Document, the
               Facility Agent shall (a) act in accordance with any instructions
               given to it by the Majority Lenders (or, if so instructed by the
               Majority Lenders, refrain from acting or exercising any right,
               power, authority or discretion vested in it as Facility Agent)
               and (b) not be liable for any act (or omission) if it acts (or
               refrains from taking any action) in accordance with such an
               instruction of the Majority Lenders.

        (b)    Unless a contrary indication appears in a Finance Document, any
               instructions given by the Majority Lenders will be binding on all
               the Finance Parties other than the Security Trustee.

        (c)    The Facility Agent may refrain from acting in accordance with the
               instructions of the Majority Lenders (or, if appropriate, the
               Lenders) until it has received such security as it may require
               for any cost, loss or liability (together with any associated
               VAT) which it may incur in complying with the instructions.

        (d)    In the absence of instructions from the Majority Lenders, (or, if
               appropriate, the Lenders) the Facility Agent may act (or refrain
               from taking action) as it considers to be in the best interest of
               the Lenders.

        (e)    The Facility Agent is not authorised to act on behalf of a Lender
               (without first obtaining that Lender's consent) in any legal or
               arbitration proceedings relating to any Finance Document. This
               paragraph (e) shall not apply to any legal or arbitration
               proceeding relating to the perfection, preservation or protection
               of rights under the Transaction Security Documents or enforcement
               of the Transaction Security or Transaction Security Documents.

29.8    RESPONSIBILITY FOR DOCUMENTATION
        None of the Facility Agent, the Arranger or the Issuing Bank:

        (a)    is responsible for the adequacy, accuracy and/or completeness of
               any information (whether oral or written) supplied by the
               Facility Agent, the Arranger, the Issuing Bank, an Obligor or any
               other person given in or in connection with any Finance Document
               or the Information Memorandum or the Reports or the transactions
               contemplated in the Finance Documents; or

        (b)    is responsible for the legality, validity, effectiveness,
               adequacy or enforceability of any Finance Document or the
               Transaction Security or any other agreement, arrangement or
               document entered into, made or executed in anticipation of or in
               connection with any Finance Document or the Transaction Security.

29.9    EXCLUSION OF LIABILITY
        (a)    Without limiting paragraph (b) below, none of the Facility Agent
               or the Issuing Bank will be liable for any action taken by it
               under or in connection

                                     - 97 -
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               with any Finance Document or the Transaction Security, unless
               directly caused by its gross negligence or wilful misconduct.

        (b)    No Party (other than the Facility Agent or the Issuing Bank (as
               applicable)) may take any proceedings against any officer,
               employee or agent of the Facility Agent, the Security Trustee or
               the Issuing Bank, in respect of any claim it might have against
               the Facility Agent, the Security Trustee or the Issuing Bank or
               in respect of any act or omission of any kind by that officer,
               employee or agent in relation to any Finance Document or any
               Transaction Document and any officer, employee or agent of the
               Facility Agent, the Security Trustee or the Issuing Bank may rely
               on this Clause subject to Clause 1.4 (THIRD PARTY RIGHTS) and the
               provisions of the Third Parties Act.

        (c)    The Facility Agent will not be liable for any delay (or any
               related consequences) in crediting an account with an amount
               required under the Finance Documents to be paid by the Facility
               Agent if the Facility Agent has taken all necessary steps as soon
               as reasonably practicable to comply with the regulations or
               operating procedures of any recognised clearing or settlement
               system used by the Facility Agent for that purpose.

        (d)    Nothing in this Agreement shall oblige the Facility Agent or the
               Arranger to carry out any "know your customer" or other checks in
               relation to any person on behalf of any Lender and each Lender
               confirms to the Facility Agent and the Arranger that it is solely
               responsible for any such checks it is required to carry out and
               that it may not rely on any statement in relation to such checks
               made by the Facility Agent or the Arranger.

29.10   LENDERS' INDEMNITY TO THE FACILITY AGENT AND THE SECURITY TRUSTEE
        Each Lender and Ancillary Lender shall (in proportion to its share of
        the Total Commitments or, if the Total Commitments are then zero, to its
        share of the Total Commitments immediately prior to their reduction to
        zero) indemnify each of the Facility Agent and the Security Trustee,
        within three Business Days of demand, against any cost, loss or
        liability incurred by the Facility Agent or the Security Trustee
        (otherwise than by reason of the Facility Agent's or the Security
        Trustee's gross negligence or wilful misconduct) in acting as Facility
        Agent or as Security Trustee under the Finance Documents (unless the
        Facility Agent or the Security Trustee has been reimbursed by an Obligor
        pursuant to a Finance Document).

29.11   RESIGNATION OF THE FACILITY AGENT
        (a)    The Facility Agent may resign and appoint one of its Affiliates
               acting through an office in the United Kingdom as successor by
               giving notice to the Lenders and the Parent.

        (b)    Alternatively the Facility Agent may resign by giving notice to
               the Lenders and the Parent, in which case the Majority Lenders
               (after consultation with the Parent) may appoint a successor
               Facility Agent.

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        (c)    If the Majority Lenders have not appointed a successor Facility
               Agent in accordance with paragraph (b) above within 30 days after
               notice of resignation was given, the Facility Agent (after
               consultation with the Parent) may appoint a successor Facility
               Agent (acting through an office in the United Kingdom).

        (d)    The retiring Facility Agent shall, at its own cost, make
               available to the successor Facility Agent such documents and
               records and provide such assistance as the successor Facility
               Agent may reasonably request for the purposes of performing its
               functions as Facility Agent under the Finance Documents.

        (e)    The Facility Agent's resignation notice shall only take effect
               upon the appointment of a successor.

        (f)    Upon the appointment of a successor, the retiring Facility Agent
               shall be discharged from any further obligation in respect of the
               Finance Documents but shall remain entitled to the benefit of
               this Clause 29.11. Its successor and each of the other Parties
               shall have the same rights and obligations amongst themselves as
               they would have had if such successor had been an original Party.

        (g)    After consultation with the Parent, the Majority Lenders may, by
               notice to the Facility Agent, require it to resign in accordance
               with paragraph (b) above. In this event, the Facility Agent shall
               resign in accordance with paragraph (b) above.

29.12   CONFIDENTIALITY
        (a)    In acting as agent for the Finance Parties or, as the case may
               be, Security Trustee for the Secured Parties, the Facility Agent
               and the Security Trustee shall be regarded as acting through its
               agency division, or as appropriate, Security Trustee division
               which shall be treated as a separate entity from any other of its
               divisions or departments.

        (b)    If information is received by another division or department of
               the Facility Agent or the Security Trustee, it may be treated as
               confidential to that division or department and neither the
               Facility Agent nor the Security Trustee shall be deemed to have
               notice of it.

        (c)    Notwithstanding any other provision of any Finance Document to
               the contrary, none of the Facility Agent, the Security Trustee,
               and the Arranger are obliged to disclose to any other person (i)
               any confidential information or (ii) any other information if the
               disclosure would or might in its reasonable opinion constitute a
               breach of any law or a breach of a fiduciary duty.

29.13   RELATIONSHIP WITH THE LENDERS
        (a)    The Facility Agent may treat each Lender as a Lender, entitled to
               payments under this Agreement and acting through its Facility
               Office unless it has

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               received not less than five Business Days prior notice from that
               Lender to the contrary in accordance with the terms of this
               Agreement.

        (b)    Each Lender shall supply the Facility Agent with any information
               required by the Facility Agent in order to calculate the
               Mandatory Cost in accordance with Schedule 4 (MANDATORY COST
               FORMULAE).

        (c)    Each Secured Party shall supply the Facility Agent with any
               information that the Security Trustee may reasonably specify
               (through the Facility Agent) as being necessary or desirable to
               enable the Security Trustee to perform its functions as Security
               Trustee. Each Lender shall deal with the Security Trustee
               exclusively through the Facility Agent and shall not deal
               directly with the Security Trustee.

29.14   CREDIT APPRAISAL BY THE SECURED PARTIES
        Without affecting the responsibility of any Obligor for information
        supplied by it or on its behalf in connection with any Finance Document,
        each Secured Party confirms to the Facility Agent, the Arranger, the
        Security Trustee and each Ancillary Lender that it has been, and will
        continue to be, solely responsible for making its own independent
        appraisal and investigation of all risks arising under or in connection
        with any Finance Document including but not limited to:

        (a)    the financial condition, status and nature of each member of the
               Group;

        (b)    the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document and the Transaction Security and any
               other agreement, arrangement or document entered into, made or
               executed in anticipation of, under or in connection with any
               Finance Document or the Transaction Security;

        (c)    whether that Secured Party has recourse, and the nature and
               extent of that recourse, against any Party or any of its
               respective assets under or in connection with any Finance
               Document, the Transaction Security, the transactions contemplated
               by the Finance Documents or any other agreement, arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with any Finance Document;

        (d)    the adequacy, accuracy and/or completeness of the Information
               Memorandum and any other information provided by the Facility
               Agent, the Security Trustee, any Party or by any other person
               under or in connection with any Finance Document, the
               transactions contemplated by the Finance Documents or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, under or in connection with any Finance
               Document; and

        (e)    the right or title of any person in or to, or the value or
               sufficiency of any part of the Charged Property, the priority of
               any of the Transaction Security or the existence of any Security
               affecting the Charged Property.

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29.15   REFERENCE BANKS
        If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
        of which it is an Affiliate) ceases to be a Lender, the Facility Agent
        shall (in consultation with the Parent) appoint another Lender or an
        Affiliate of a Lender to replace that Reference Bank.

29.16   FACILITY AGENT'S MANAGEMENT TIME
        Any amount payable to the Facility Agent under Clause 18.3 (INDEMNITY TO
        THE FACILITY AGENT), Clause 20 (COSTS AND EXPENSES) and Clause 29.10
        (LENDERS' INDEMNITY TO THE FACILITY AGENT AND THE SECURITY TRUSTEE)
        shall include the cost of utilising the Facility Agent's management time
        or other resources and will be calculated on the basis of such
        reasonable daily or hourly rates as the Facility Agent may notify to the
        Parent and the Lenders, and is in addition to any fee paid or payable to
        the Facility Agent under Clause 15 (FEES).

29.17   DEDUCTION FROM AMOUNTS PAYABLE BY THE FACILITY AGENT
        If any Party owes an amount to the Facility Agent under the Finance
        Documents the Facility Agent may, after giving notice to that Party,
        deduct an amount no exceeding that amount from any payment to that Party
        which the Facility Agent would otherwise be obliged to make under the
        Finance Documents and apply the amount deducted in or towards
        satisfaction of the amount owed. For the purposes of the Finance
        Documents that Party shall be regarded as having received any amount so
        deducted.

29.18   RELIANCE AND ENGAGEMENT LETTERS
        Each Finance Party and Secured Party confirms that each of the Arranger
        and the Facility Agent has authority to accept on its behalf the terms
        of any reliance letter or engagement letters relating to the Reports or
        any reports or letters provided by accountants in connection with the
        Finance Documents or the transactions contemplated in the Finance
        Documents and to bind it in respect of those Reports, reports or letters
        and to sign such letters on its behalf and further confirms that it
        accepts the terms and qualifications set out in such letters.

30.     ROLE OF SECURITY TRUSTEE

30.1    TRUST
        The Security Trustee declares that it shall hold the Transaction
        Security on trust for the Secured Parties on the terms contained in this
        Agreement. Each of the parties to this Agreement agrees that the
        Security Trustee shall have only those duties, obligations and
        responsibilities expressly specified in this Agreement or in the
        Transaction Security Trustee Documents (and no others shall be implied).

30.2    PARALLEL DEBT (COVENANT TO PAY THE SECURITY TRUSTEE)
        (a)    Notwithstanding any other provision of this Agreement, each
               Obligor hereby irrevocably and unconditionally undertakes to pay
               to the Security Trustee, as creditor in its own right and not as
               representative of the other Secured Parties, sums equal to and in
               the currency of each amount payable by such Obligor to each of
               the Secured Parties under each of the Finance Documents as and
               when

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               that amount falls due for payment under the relevant Finance
               Document or would have fallen due but for any discharge resulting
               from the failure of another Secured Party to take appropriate
               steps, in insolvency proceedings affecting that Obligor, to
               preserve its entitlement to be paid that amount.

        (b)    The Security Trustee shall have its own independent right to
               demand payment of the amounts payable by each Obligor under this
               Clause 30.2, irrespective of any discharge of such Obligor's
               obligation to pay those amounts to the other Secured Parties
               resulting from failure by them to take appropriate steps, in
               insolvency proceedings affecting that Obligor, to preserve their
               entitlement to be paid those amounts.

        (c)    Any amount due and payable by an Obligor to the Security Trustee
               under this Clause 30.2 (PARALLEL DEBT (COVENANT TO PAY THE
               SECURITY TRUSTEE)) shall be decreased to the extent that the
               other Secured Parties have received (and are able to retain)
               payment in full of the corresponding amount under the other
               provisions of the Finance Documents and any amount due and
               payable by an Obligor to the other Secured Parties under those
               provisions shall be decreased to the extent that the Security
               Trustee has received (and is able to retain) payment in full of
               the corresponding amount under this Clause 30.2 (PARALLEL DEBT
               (COVENANT TO PAY THE SECURITY TRUSTEE)),

        (d)    The rights of the Secured Parties (other than the Security
               Trustee) to receive payment of amounts payable by each Obligor
               under the Finance Documents are several and separate and
               independent from, and without prejudice to, the rights of the
               Security Trustee to receive payment under this Clause 30.2
               (PARALLEL DEBT (COVENANT TO PAY THE SECURITY TRUSTEE)).

30.3    NO INDEPENDENT POWER
        The Secured Parties shall not have any independent power to enforce, or
        have recourse to, any of the Transaction Security Trustee or to exercise
        any rights or powers arising under the Transaction Security Trustee
        Documents except through the Security Trustee.

30.4    SECURITY TRUSTEE'S INSTRUCTIONS
        The Security Trustee shall:

        (a)    unless a contrary indication appears in a Finance Document, act
               in accordance with any instructions given to it by the Facility
               Agent and shall be entitled to assume that (i) any instructions
               received by it from the Facility Agent are duly given by or on
               behalf of the Majority Lenders or, as the case may be, the
               Lenders in accordance with the terms of the Finance Documents and
               (ii) unless it has received actual notice of revocation that any
               instructions or directions given by the Facility Agent have not
               been revoked;

        (b)    be entitled to request instructions, or clarification of any
               direction, from the Facility Agent as to whether, and in what
               manner, it should exercise or refrain from exercising any rights,
               powers and discretions and the Security Trustee

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               may refrain from acting unless and until those instructions or
               clarification are received by it; and

        (c)    be entitled to, carry out all dealings with the Lenders through
               the Facility Agent and may give to the Facility Agent any notice
               or other communication required to be given by the Security
               Trustee to the Lenders.

30.5    SECURITY TRUSTEE'S ACTIONS
        Subject to the provisions of this Clause 30:

        (a)    the Security Trustee may, in the absence of any instructions to
               the contrary, take such action in the exercise of any of its
               powers and duties under the Finance Documents which in its
               absolute discretion it considers to be for the protection and
               benefit of all the Secured Parties; and

        (b)    at any time after receipt by the Security Trustee of notice from
               the Facility Agent directing the Security Trustee to exercise all
               or any of its rights, remedies, powers or discretions under any
               of the Finance Documents, the Security Trustee may, and shall if
               so directed by the Facility Agent, take any action as in its sole
               discretion it thinks fit to enforce the Transaction Security
               Trustee.

30.6    SECURITY TRUSTEE'S DISCRETIONS
        (a)    The Security Trustee may assume (unless it has received actual
               notice to the contrary in its capacity as Security Trustee for
               the Secured Parties) that:

               (i)    no Default has occurred and no Obligor is in breach of or
                      default under its obligations under any of the Finance
                      Documents; and

               (ii)   any right, power, authority or discretion vested in any
                      person has not been exercised.

        (b)    The Security Trustee may, if it receives any instructions or
               directions from the Facility Agent to take any action in relation
               to the Transaction Security Trustee, assume that all applicable
               conditions under the Finance Documents for taking that action
               have been satisfied.

        (c)    The Security Trustee may engage, pay for and rely on the advice
               or services of any lawyers, accountants, surveyors or other
               experts (whether obtained by the Security Trustee or by any other
               Secured Party).

        (d)    The Security Trustee may rely upon any communication or document
               believed by it to be genuine and, as to any matters of fact which
               might reasonably be expected to be within the knowledge of a
               Secured Party or an Obligor, upon a certificate signed by or on
               behalf of that person.

        (e)    The Security Trustee may refrain from acting in accordance with
               the instructions of the Facility Agent or Lenders (including
               bringing any legal action or proceeding arising out of or in
               connection with the Finance

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               Documents) until it has received any indemnification and/or
               security that it may in its absolute discretion require (whether
               by way of payment in advance or otherwise) for all costs, losses
               and liabilities which it may incur in bringing such action or
               proceedings.

30.7    SECURITY TRUSTEE'S OBLIGATIONS
        The Security Trustee shall promptly inform the Facility Agent of:

        (a)    the contents of any notice or document received by it in its
               capacity as Security Trustee from any Obligor under any Finance
               Document; and

        (b)    the occurrence of any Default of which the Security Trustee has
               received notice from any other party to this Agreement.

30.8    EXCLUDED OBLIGATIONS
        The Security Trustee shall not:

        (a)    be bound to enquire as to the occurrence or otherwise of any
               Default or the performance, default or any breach by an Obligor
               of its obligations under any of the Finance Documents;

        (b)    be bound to account to any other Secured Party for any sum or the
               profit element of any sum received by it for its own account;

        (c)    be bound to disclose to any other person (including any Secured
               Party) (i) any confidential information or (ii) any other
               information if disclosure would, or might in its reasonable
               opinion, constitute a breach of any law or be a breach of
               fiduciary duty;

        (d)    be under any obligations other than those which are specifically
               provided for in the Finance Documents; or

        (e)    have or be deemed to have any duty, obligation or responsibility
               to, or relationship of trust or agency with, any Obligor.

30.9    EXCLUSION OF SECURITY TRUSTEE'S LIABILITY
        Unless caused directly by its gross negligence or wilful misconduct the
        Security Trustee shall not accept responsibility or be liable for:

        (a)    the adequacy, accuracy and/or completeness of any information
               supplied by the Security Trustee or any other person in
               connection with the Finance Documents or the transactions
               contemplated in the Finance Documents, or any other agreement,
               arrangement or document entered into, made or executed in
               anticipation of, under or in connection with the Finance
               Documents;

        (b)    the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document or the Transaction Security or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, under or in connection with any Finance
               Document or the Transaction Security;

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        (c)    any losses to any person or any liability arising as a result of
               taking or refraining from taking any action in relation to any of
               the Finance Documents or the Transaction Security or otherwise,
               whether in accordance with an instruction from the Facility Agent
               or otherwise;

        (d)    the exercise of, or the failure to exercise, any judgment,
               discretion or power given to it by or in connection with any of
               the Finance Documents, the Transaction Security or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, under or in connection with the Finance
               Documents or the Transaction Security; or

        (e)    any shortfall which arises on the enforcement of the Transaction
               Security.

30.10   NO PROCEEDINGS
        No Party (other than the Security Trustee) may take any proceedings
        against any officer, employee or agent of the Security Trustee in
        respect of any claim it might have against the Security Trustee or in
        respect of any act or omission of any kind by that officer, employee or
        agent in relation to any Finance Document and any officer, employee or
        agent of the Security Trustee may rely on this Clause subject to Clause
        1.4 (THIRD PARTY RIGHTS) and the provisions of the Third Parties Act.

30.11   OWN RESPONSIBILITY

        It is understood and agreed by each Secured Party that at all times that
        Secured Party has itself been, and will continue to be, solely
        responsible for making its own independent appraisal of and
        investigation into all risks arising under or in connection with the
        Finance Documents including but not limited to:

        (a)    the financial condition, creditworthiness, condition, affairs,
               status and nature of each of the Obligors;

        (b)    the legality, validity, effectiveness, adequacy and
               enforceability of each of the Finance Documents and the
               Transaction Security and any other agreement, arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with the Finance Documents or the Transaction
               Security;

        (c)    whether that Secured Party has recourse, and the nature and
               extent of that recourse, against any Obligor or any other person
               or any of their respective assets under or in connection with the
               Finance Documents, the transactions contemplated in the Finance
               Documents or any other agreement, arrangement or document entered
               into, made or executed in anticipation of, under to or in
               connection with the Finance Documents;

        (d)    the adequacy, accuracy and/or completeness of any information
               provided by any person in connection with the Finance Documents,
               the transactions contemplated in the Finance Documents or any
               other agreement, arrangement or document entered into, made or
               executed in anticipation of, under or in connection with the
               Finance Documents; and

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        (e)    the right or title of any person in or to, or the value or
               sufficiency of any part of the Charged Property, the priority of
               any of the Transaction Security or the existence of any security
               interest affecting the Charged Property,

        and each Secured Party warrants to the Security Trustee that it has not
        relied on and will not at any time rely on the Security Trustee in
        respect of any of these matters.

30.12   NO RESPONSIBILITY TO PERFECT TRANSACTION SECURITY
        The Security Trustee shall not be liable for any failure to:

        (a)    require the deposit with it of any deed or document certifying,
               representing or constituting the title of any Obligor to any of
               the Charged Property;

        (b)    obtain any licence, consent or other authority for the execution,
               delivery, legality, validity, enforceability or admissibility in
               evidence of any of the Finance Documents or the Transaction
               Security Trustee;

        (c)    register, file or record or otherwise protect any of the
               Transaction Security Trustee (or the priority of any of the
               Transaction Security Trustee) under any applicable laws in any
               jurisdiction or to give notice to any person of the execution of
               any of the Finance Documents or of the Transaction Security
               Trustee;

        (d)    take, or to require any of the Obligors to take, any steps to
               perfect its title to any of the Charged Property or to render the
               Transaction Security Trustee effective or to secure the creation
               of any ancillary Security Trustee under the laws of any
               jurisdiction; or

        (e)    require any further assurances in relation to any of the
               Transaction Security Trustee Documents.

30.13   INSURANCE BY SECURITY TRUSTEE
        (a)    The Security Trustee shall not be under any obligation to insure
               any of the Charged Property, to require any other person to
               maintain any insurance or to verify any obligation to arrange or
               maintain insurance contained in the Finance Documents. The
               Security Trustee shall not be responsible for any loss which may
               be suffered by any person as a result of the lack of or
               inadequacy of any such insurance.

        (b)    Where the Security Trustee is named on any insurance policy as an
               insured party, it shall not be responsible for any loss which may
               be suffered by reason of, directly or indirectly, its failure to
               notify the insurers of any material fact relating to the risk
               assumed by the insurers or any other information of any kind,
               unless any Secured Party has requested it to do so in writing and
               the Security Trustee has failed to do so within fourteen days
               after receipt of that request.

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30.14   CUSTODIANS AND NOMINEES
        The Security Trustee may appoint and pay any person to act as a
        custodian or nominee on any terms in relation to any assets of the trust
        as the Security Trustee may determine, including for the purpose of
        depositing with a custodian this Agreement or any document relating to
        the trust created under this Agreement and the Security Trustee shall
        not be responsible for any loss, liability, expense, demand, cost, claim
        or proceedings incurred by reason of the misconduct, omission or default
        on the part of any person appointed by it under this Agreement or be
        bound to supervise the proceedings or acts of any person.

30.15   ACCEPTANCE OF TITLE
        The Security Trustee shall be entitled to accept without enquiry, and
        shall not be obliged to investigate, the right and title as each of the
        Obligors may have to any of the Charged Property and shall not be liable
        for or bound to require any Obligor to remedy any defect in its right or
        title.

30.16   REFRAIN FROM ILLEGALITY
        The Security Trustee may refrain from doing anything which in its
        opinion will or may be contrary to any relevant law, directive or
        regulation of any jurisdiction which would or might otherwise render it
        liable to any person, and the Security Trustee may do anything which is,
        in its opinion, necessary to comply with any law, directive or
        regulation.

30.17   BUSINESS WITH THE OBLIGORS
        The Security Trustee may accept deposits from, lend money to, and
        generally engage in any kind of banking or other business with any of
        the Obligors.

30.18   RELEASES
        Upon a disposal of any of the Charged Property:

        (a)    pursuant to the enforcement of the Transaction Security by a
               Receiver or the Security Trustee; or

        (b)    if that disposal is permitted under the Finance Documents,

        the Security Trustee shall (at the cost of the Obligors) release that
        property from the Transaction Security Trustee and is authorised to
        execute, without the need for any further authority from the Secured
        Parties, any release of the Transaction Security Trustee or other claim
        over that asset and to issue any certificates of non-crystallisation of
        floating charges that may be required or desirable.

30.19   WINDING UP OF TRUST
        If the Security Trustee, with the approval of the Majority Lenders,
        determines that (a) all of the Secured Obligations and all other
        obligations secured by any of the Transaction Security Trustee Documents
        have been fully and finally discharged and (b) none of the Secured
        Parties is under any commitment, obligation or liability (actual or
        contingent) to make advances or provide other financial accommodation to
        any Obligor pursuant to the Finance Documents, the trusts set out in
        this Agreement shall be wound

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        up and the Security Trustee shall release, without recourse or
        warranty, all of the Transaction Security Trustee and the rights of
        the Security Trustee under each of the Transaction Security Trustee
        Documents.

30.20   PERPETUITY PERIOD
        The perpetuity period under the rule against perpetuities, if applicable
        to this Agreement, shall be the period of eighty years from the date of
        this Agreement.

30.21   POWERS SUPPLEMENTAL
        The rights, powers and discretions conferred upon the Security Trustee
        by this Agreement shall be supplemental to the Security Trustee Acts
        1925 and 2000 and in addition to any which may be vested in the Security
        Trustee by general law or otherwise.

30.22   DISAPPLICATION
        Section 1 of the Security Trustee Act 2000 shall not apply to the duties
        of the Security Trustee in relation to the trusts constituted by this
        Agreement. Where there are any inconsistencies between the Security
        Trustee Acts 1925 and 2000 and the provisions of this Agreement, the
        provisions of this Agreement shall, to the extent allowed by law,
        prevail and, in the case of any inconsistency with the Security Trustee
        Act 2000, the provisions of this Agreement shall constitute a
        restriction or exclusion for the purposes of that Act.

30.23   RESIGNATION OF SECURITY TRUSTEE
        (a)    The Security Trustee may resign and appoint one of its Affiliates
               as successor by giving notice to the other Parties (or to the
               Facility Agent on behalf of the Lenders).

        (b)    Alternatively the Security Trustee may resign by giving notice to
               the other Parties (or to the Facility Agent on behalf of the
               Lenders) in which case the Majority Lenders may appoint a
               successor Security Trustee.

        (c)    If the Majority Lenders have not appointed a successor Security
               Trustee in accordance with paragraph (b) above within 30 days
               after the notice of resignation was given, the Security Trustee
               (after consultation with the Facility Agent) may appoint a
               successor Security Trustee.

        (d)    The retiring Security Trustee shall, at its own cost, make
               available to the successor Security Trustee such documents and
               records and provide such assistance as the successor Security
               Trustee may reasonably request for the purposes of performing its
               functions as Security Trustee under the Finance Documents.

        (e)    The Security Trustee's resignation notice shall only take effect
               upon (i) the appointment of a successor and (ii) the transfer of
               all of the Transaction Security Trustee to that successor.

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        (f)    Upon the appointment of a successor, the retiring Security
               Trustee shall be discharged from any further obligation in
               respect of the Finance Documents but shall remain entitled to the
               benefit of Clauses 29 (ROLE OF THE FACILITY AGENT, THE ARRANGER,
               THE ISSUING BANK AND OTHERS) and this Clause 30. Its successor
               and each of the other Parties shall have the same rights and
               obligations amongst themselves as they would have had if such
               successor had been an original Party.

        (g)    The Majority Lenders may, by notice to the Security Trustee,
               require it to resign in accordance with paragraph (b) above. In
               this event, the Security Trustee shall resign in accordance with
               paragraph (b) above.

30.24   DELEGATION
        (a)    The Security Trustee may, at any time, delegate by power of
               attorney or otherwise to any person for any period, all or any of
               the rights, powers and discretions vested in it by any of the
               Finance Documents.

        (b)    The delegation may be made upon any terms and conditions
               (including the power to sub-delegate) and subject to any
               restrictions as the Security Trustee may think fit in the
               interests of the Secured Parties and it shall not be bound to
               supervise, or be in any way responsible for any loss incurred by
               reason of any misconduct or default on the part of any delegate
               or sub-delegate.

30.25   ADDITIONAL SECURITIES
        (a)    The Security Trustee may at any time appoint (and subsequently
               remove) any person to act as a separate security or as a
               co-security jointly with it (i) if it considers that appointment
               to be in the interests of the Secured Parties or (ii) for the
               purposes of conforming to any legal requirements, restrictions or
               conditions which the Security Trustee deems to be relevant or
               (iii) for obtaining or enforcing any judgment in any
               jurisdiction, and the Security Trustee shall give prior notice to
               the Borrower and the Facility Agent of that appointment.

        (b)    Any person so appointed shall have the rights, powers and
               discretions (not exceeding those conferred on the Security
               Trustee by this Agreement) and the duties and obligations that
               are conferred or imposed by the instrument of appointment.

        (c)    The remuneration that the Security Trustee may pay to any person,
               and any costs and expenses incurred by that person in performing
               its functions pursuant to that appointment shall, for the
               purposes of this Agreement, be treated as costs and expenses
               incurred by the Security Trustee.

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31.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        (a)    interfere with the right of any Finance Party to arrange its
               affairs (tax or otherwise) in whatever manner it thinks fit;

        (b)    oblige any Finance Party to investigate or claim any credit,
               relief, remission or repayment available to it or the extent,
               order and manner of any claim; or

        (c)    oblige any Finance Party to disclose any information relating to
               its affairs (tax or otherwise) or any computations in respect of
               Tax.


32.     SHARING AMONG THE FINANCE PARTIES

32.1    PAYMENTS TO FINANCE PARTIES
        If a Finance Party (a "RECOVERING FINANCE PARTY") receives or recovers
        any amount from an Obligor other than in accordance with Clause 33
        (PAYMENT MECHANICS) or Clause 35 (APPLICATION OF PROCEEDS) and applies
        that amount to a payment due under the Finance Documents then:

        (a)    the Recovering Finance Party shall, within three Business Days,
               notify details of the receipt or recovery to the Facility Agent;

        (b)    the Facility Agent shall determine whether the receipt or
               recovery is in excess of the amount the Recovering Finance Party
               would have been paid had the receipt or recovery been received or
               made by the Facility Agent and distributed in accordance with
               Clause 33 (PAYMENT MECHANICS), without taking account of any Tax
               which would be imposed on the Facility Agent in relation to the
               receipt, recovery or distribution; and

        (c)    the Recovering Finance Party shall, within three Business Days of
               demand by the Facility Agent, pay to the Facility Agent an amount
               (the "SHARING PAYMENT") equal to such receipt or recovery less
               any amount which the Facility Agent determines may be retained by
               the Recovering Finance Party as its share of any payment to be
               made, in accordance with Clause 33.5 (PARTIAL PAYMENTS).

32.2    REDISTRIBUTION OF PAYMENTS
        The Facility Agent shall treat the Sharing Payment as if it had been
        paid by the relevant Obligor and distribute it between the Finance
        Parties (other than the Recovering Finance Party) in accordance with
        Clause 33.5 (PARTIAL PAYMENTS).

32.3    RECOVERING FINANCE PARTY'S RIGHTS
        (a)    On a distribution by the Facility Agent under Clause 32.2
               (REDISTRIBUTION OF PAYMENTS), the Recovering Finance Party will
               be subrogated to the rights of the Finance Parties which have
               shared in the redistribution.

        (b)    If and to the extent that the Recovering Finance Party is not
               able to rely on its rights under paragraph (a) above, the
               relevant Obligor shall be liable to the

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               Recovering Finance Party for a debt equal to the Sharing Payment
               which is immediately due and payable.

32.4    REVERSAL OF REDISTRIBUTION
        If any part of the Sharing Payment received or recovered by a Recovering
        Finance Party becomes repayable and is repaid by that Recovering Finance
        Party, then:

        (a)    each Finance Party which has received a share of the relevant
               Sharing Payment pursuant to Clause 32.2 (REDISTRIBUTION OF
               PAYMENTS) shall, upon request of the Facility Agent, pay to the
               Facility Agent for account of that Recovering Finance Party an
               amount equal to its share of the Sharing Payment (together with
               an amount as is necessary to reimburse that Recovering Finance
               Party for its proportion of any interest on the Sharing Payment
               which that Recovering Finance Party is required to pay); and

        (b)    that Recovering Finance Party's rights of subrogation in respect
               of any reimbursement shall be cancelled and the relevant Obligor
               will be liable to the reimbursing Finance Party for the amount so
               reimbursed.

32.5    EXCEPTIONS
        (a)    This Clause 32 shall not apply to the extent that the Recovering
               Finance Party would not, after making any payment pursuant to
               this Clause, have a valid and enforceable claim against the
               relevant Obligor.

        (b)    A Recovering Finance Party is not obliged to share with any other
               Finance Party any amount which the Recovering Finance Party has
               received or recovered as a result of taking legal or arbitration
               proceedings, if:

               (i)    it notified the other Finance Party of the legal or
                      arbitration proceedings; and

               (ii)   the other Finance Party had an opportunity to participate
                      in those legal or arbitration proceedings but did not do
                      so as soon as reasonably practicable having received
                      notice or did not take separate legal or arbitration
                      proceedings.

        (c)    This Clause 32 shall not apply to the extent that the Recovering
               Finance Party is an Ancillary Lender or a Hedging Bank and the
               amounts recovered are amounts which are owing under an Ancillary
               Facility or, as the case may be, a Hedging Agreement and are
               received at a time when no notice has been served by the Facility
               Agent under Clause 26.15 (ACCELERATION).

                                     - 111 -
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                                   SECTION 11
                                 ADMINISTRATION

33.     PAYMENT MECHANICS

33.1    PAYMENTS TO THE FACILITY AGENT
        (a)    On each date on which an Obligor or a Lender is required to make
               a payment under a Finance Document, that Obligor or Lender shall
               make the same available to the Facility Agent (unless a contrary
               indication appears in a Finance Document) for value on the due
               date at the time and in such funds specified by the Facility
               Agent as being customary at the time for settlement of
               transactions in the relevant currency in the place of payment.

        (b)    Payment shall be made to such account in the principal financial
               centre of the country of that currency (or, in relation to euro,
               in a principal financial centre in a Participating Member State
               or London) with such bank as the Facility Agent specifies.

33.2    DISTRIBUTIONS BY THE FACILITY AGENT
        Each payment received by the Facility Agent under the Finance Documents
        for another Party shall, subject to Clause 33.3 (DISTRIBUTIONS TO AN
        OBLIGOR) and Clause 33.4 (CLAWBACK) be made available by the Facility
        Agent as soon as practicable after receipt to the Party entitled to
        receive payment in accordance with this Agreement (in the case of a
        Lender, for the account of its Facility Office), to such account as that
        Party may notify to the Facility Agent by not less than five Business
        Days' notice with a bank in the principal financial centre of the
        country of that currency (or, in relation to euro, in the principal
        financial centre of a Participating Member State or London).

33.3    DISTRIBUTIONS TO AN OBLIGOR
        (a)    The Facility Agent may (with the consent of the Obligor or in
               accordance with Clause 34 (SET-OFF)) apply any amount received by
               it for that Obligor in or towards payment (on the date and in the
               currency and funds of receipt) of any amount due from that
               Obligor under the Finance Documents or in or towards purchase of
               any amount of any currency to be so applied.

        (b)    Each payment to an Obligor shall be made to such account with
               such bank as the Parent specifies.

33.4    CLAWBACK
        (a)    Where a sum is to be paid to the Facility Agent under the Finance
               Documents for another Party, the Facility Agent is not obliged to
               pay that sum to that other Party (or to enter into or perform any
               related exchange contract) until it has been able to establish to
               its satisfaction that it has actually received that sum.

        (b)    If the Facility Agent pays an amount to another Party and it
               proves to be the case that the Facility Agent had not actually
               received that amount, then the Party to whom that amount (or the
               proceeds of any related exchange contract)

                                     - 112 -
<Page>

               was paid by the Facility Agent shall on demand refund the same to
               the Facility Agent together with interest on that amount from the
               date of payment to the date of receipt by the Facility Agent,
               calculated by the Facility Agent to reflect its cost of funds.

33.5    PARTIAL PAYMENTS
        (a)    If the Facility Agent receives a payment that is insufficient to
               discharge all the amounts then due and payable by an Obligor
               under the Finance Documents, the Facility Agent shall apply that
               payment towards the obligations of that Obligor under the Finance
               Documents in the following order:

               (i)    FIRST, in or towards payment pro rata of any unpaid fees,
                      costs and expenses of the Facility Agent, the Issuing
                      Bank, the Arranger and the Security Trustee under those
                      Finance Documents;

               (ii)   SECONDLY, in or towards payment pro rata of any accrued
                      interest, fee or commission due but unpaid under those
                      Finance Documents;

               (iii)  THIRDLY, in or towards payment pro rata of any principal
                      outstandings due but unpaid under those Finance Documents
                      and any amount due but unpaid under Clause 7.2 (CLAIMS
                      UNDER A LETTER OF CREDIT) and Clause 7.3 (INDEMNITIES);
                      and

               (iv)   FOURTHLY, in or towards payment pro rata of any other sum
                      due but unpaid under the Finance Documents.

        (b)    The Facility Agent shall, if so directed by the Majority Lenders,
               vary the order set out in paragraphs (a)(ii) to (iv) above.

        (c)    If after the service of a notice by the Facility Agent under
               Clause 26.15 (ACCELERATION) or pursuant to the provisions of
               Clause 35.1 (ORDER OF APPLICATION) the Facility Agent receives a
               payment that is insufficient to discharge all the amounts then
               due and payable by an Obligor under the Finance Documents, the
               Facility Agent shall apply that payment towards the obligations
               of that Obligor under the Finance Documents in the following
               order:

               (i)    FIRST, in or towards payment pro rata of any unpaid fees,
                      costs and expenses of the Facility Agent, the Issuing
                      Bank, the Security Trustee and the Arranger under the
                      Finance Documents;

               (ii)   SECONDLY, in or towards payment pro rata of any accrued
                      interest or commission due but unpaid under the Finance
                      Documents;

               (iii)  THIRDLY, in or towards payment pro rata of any principal
                      due but unpaid under the Finance Documents (including
                      without limitation provisions of cash cover in respect of
                      contingent liabilities and payments due under the
                      Ancillary Facilities and Hedging Agreements); and

                                     - 113 -
<Page>

               (iv)   FOURTHLY, in or towards payment pro rata of any other sum
                      due but unpaid under the Finance Documents.

        (d)    The Facility Agent shall, if so directed by the Majority
               Creditors, vary the order set out in paragraphs (c)(ii) to (iv)
               above.

        (e)    Paragraphs (a), (b), (c) and (d) above will override any
               appropriation made by an Obligor.

33.6    NO SET-OFF BY OBLIGORS
        All payments to be made by an Obligor under the Finance Documents shall
        be calculated and be made without (and free and clear of any deduction
        for) set-off or counterclaim.

33.7    BUSINESS DAYS
        (a)    Any payment or reduction which is due to be made, or an Interest
               Period which would otherwise end, on a day that is not a Business
               Day shall be made or will end, as the case may be, on the next
               Business Day in the same calendar month (if there is one) or the
               preceding Business Day (if there is not).

        (b)    During any extension of the due date for payment of any principal
               or an Unpaid Sum under this Agreement interest is payable on the
               principal at the rate payable on the original due date.

33.8    CURRENCY OF ACCOUNT
        (a)    Subject to paragraphs (b) to (e) below, the Base Currency is the
               currency of account and payment for any sum due from an Obligor
               under any Finance Document.

        (b)    A repayment of a Utilisation or Unpaid Sum or a part of a
               Utilisation or Unpaid Sum shall be made in the currency in which
               that Utilisation or Unpaid Sum is denominated on its due date.

        (c)    Each payment of interest shall be made in the currency in which
               the sum in respect of which the interest is payable was
               denominated when that interest accrued.

        (d)    Each payment in respect of costs, expenses or Taxes shall be made
               in the currency in which the costs, expenses or Taxes are
               incurred.

        (e)    Any amount expressed to be payable in a currency other than the
               Base Currency shall be paid in that other currency.

                                     - 114 -
<Page>

33.9    CHANGE OF CURRENCY
        (a)    Unless otherwise prohibited by law, if more than one currency or
               currency unit are at the same time recognised by the central bank
               of any country as the lawful currency of that country, then:

               (i)    any reference in the Finance Documents to, and any
                      obligations arising under the Finance Documents in, the
                      currency of that country shall be translated into, or paid
                      in, the currency or currency unit of that country
                      designated by the Facility Agent (after consultation with
                      the Parent); and

               (ii)   any translation from one currency or currency unit to
                      another shall be at the official rate of exchange
                      recognised by the central bank for the conversion of that
                      currency or currency unit into the other, rounded up or
                      down by the Facility Agent (acting reasonably).

        (b)    If a change in any currency of a country occurs, this Agreement
               will, to the extent the Facility Agent (acting reasonably and
               after consultation with the Parent) specifies to be necessary, be
               amended to comply with any generally accepted conventions and
               market practice in the Relevant Interbank Market and otherwise to
               reflect the change in currency.

34.     SET-OFF

        A Finance Party may set off any matured obligation due from an Obligor
        under the Finance Documents (to the extent beneficially owned by that
        Finance Party) against any matured obligation owed by that Finance Party
        to that Obligor, regardless of the place of payment, booking branch or
        currency of either obligation. If the obligations are in different
        currencies, the Finance Party may convert either obligation at a market
        rate of exchange in its usual course of business for the purpose of the
        set-off.

35.     APPLICATION OF PROCEEDS

35.1    ORDER OF APPLICATION
        All monies from time to time received or recovered by the Security
        Trustee under Clause 30.2 (PARALLEL DEBT (COVENANT TO PAY THE SECURITY
        TRUSTEE)) and/or in connection with the realisation or enforcement of
        all or any part of the Transaction Security shall be held by the
        Security Trustee on trust to apply them, to the extent permitted by
        applicable law in the following order of priority:

        (a)    in discharging any sums owing to the Security Trustee (in its
               capacity as Security Trustee);

        (b)    in payment to the Facility Agent, on behalf of the Secured
               Parties, for application towards the discharge of all sums due
               and payable by any Obligor under any of the Finance Documents in
               the order set out in paragraph (c) of Clause 33.5 (PARTIAL
               PAYMENTS).

                                     - 115 -
<Page>

        (c)    if none of the Obligors is under any further actual or contingent
               liability under any Finance Document, in payment to any person to
               whom the Security Trustee is obliged to pay in priority to any
               Obligor; and

        (d)    the balance, if any, in payment to the relevant Obligor.

35.2    INVESTMENT OF PROCEEDS
        Prior to the application of the proceeds of the Transaction Security in
        accordance with Clause 35.1 (ORDER OF APPLICATION) the Security Trustee
        may, at its discretion, hold all or part of those proceeds in an
        interest bearing suspense or impersonal account(s) in the name of the
        Security Trustee or Facility Agent with such financial institution
        (including itself) for so long as the Security Trustee thinks fit (the
        interest being credited to the relevant account) pending the application
        from time to time of those monies at the Security Trustee's discretion
        in accordance with the provisions of this Clause 35.

35.3    CURRENCY CONVERSION
        (a)    For the purpose of or pending the discharge of any of the
               obligations owed by the Obligors to the Finance Parties under the
               Finance Documents the Security Trustee may convert any monies
               received or recovered by the Security Trustee from one currency
               to another, at the spot rate at which the Security Trustee is
               able to purchase the currency in which such obligations owed by
               the Obligors are due with the amount received.

        (b)    The obligations of any Obligor to pay in the due currency shall
               only be satisfied to the extent of the amount of the due currency
               purchased after deducting the costs of conversion.

35.4    PERMITTED DEDUCTIONS
        The Security Trustee shall be entitled (a) to set aside by way of
        reserve amounts required to meet and (b) to make and pay, any deductions
        and withholdings (on account of Taxes or otherwise) which it is or may
        be required by any applicable law to make from any distribution or
        payment made by it under this Agreement, and to pay all Taxes which may
        be assessed against it in respect of any of the Charged Property, or as
        a consequence of performing its duties, or by virtue of its capacity as
        Security Trustee under any of the Finance Documents or otherwise (except
        in connection with its remuneration for performing its duties under any
        Finance Document).

35.5    DISCHARGE OF OBLIGATIONS
        (a)    Any payment to be made in respect of the obligations owed by the
               Obligors to the Finance Parties under the Finance Documents by
               the Security Trustee may be made to the Facility Agent and any
               payment so made shall be a good discharge to the extent of that
               payment, to the Security Trustee.

        (b)    The Security Trustee is under no obligation to make payment to
               the Facility Agent in the same currency as that in which any
               Unpaid Sum is denominated.

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35.6    SUMS RECEIVED BY OBLIGORS
        If any of the Obligors receives any sum which, pursuant to any of the
        Finance Documents, should have been paid to the Security Trustee, that
        sum shall promptly be paid to the Security Trustee for application in
        accordance with this Clause 35.

35.7    APPLICATION AND CONSIDERATION
        In consideration for the covenants given to the Security Trustee by each
        Obligor in Clause 30.2 (PARALLEL DEBT (COVENANT TO PAY THE SECURITY
        TRUSTEE)), the Security Trustee agrees with each Obligor to apply all
        moneys from time to time paid by such Obligor to the Security Trustee in
        accordance with the provisions of Clause 35.1 (ORDER OF APPLICATION).

36.     NOTICES

36.1    COMMUNICATIONS IN WRITING
        Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may be
        made by fax or letter.

36.2    ADDRESSES
        The address and fax number (and the department or officer, if any, for
        whose attention the communication is to be made) of each Party for any
        communication or document to be made or delivered under or in connection
        with the Finance Documents is:

        (a)    in the case of the Parent, that identified with its name below;

        (b)    in the case of each Lender, each Ancillary Lender or any other
               Obligor, that notified in writing to the Facility Agent on or
               prior to the date on which it becomes a Party; and

        (c)    in the case of the Facility Agent or the Security Trustee, that
               identified with its name below,

        or any substitute address, fax number, telex number or department or
        officer as the Party may notify to the Facility Agent (or the Facility
        Agent may notify to the other Parties, if a change is made by the
        Facility Agent) by not less than five Business Days' notice.

36.3    DELIVERY
        (a)    Any communication or document made or delivered by one person to
               another under or in connection with the Finance Documents will
               only be effective:

               (i)    if by way of fax, when received in legible form; or

               (ii)   if by way of letter, when it has been left at the relevant
                      address or five Business Days after being deposited in the
                      post postage prepaid in an envelope addressed to it at
                      that address,

                                     - 117 -
<Page>

                      and, if a particular department or officer is specified as
                      part of its address details provided under Clause 36.2
                      (ADDRESSES), if addressed to that department or officer.

        (b)    Any communication or document to be made or delivered to the
               Facility Agent or the Security Trustee will be effective only
               when actually received by the Facility Agent or Security Trustee
               and then only if it is expressly marked for the attention of the
               department or officer identified with the Facility Agent's or
               Security Trustee's signature below (or any substitute department
               or officer as the Facility Agent or Security Trustee shall
               specify for this purpose).

        (c)    All notices from or to an Obligor shall be sent through the
               Facility Agent. The Parent may make and/or deliver as agent of
               each Obligor notices and/or requests on behalf of each Obligor.

        (d)    Any communication or document made or delivered to the Parent in
               accordance with this Clause 36.3 will be deemed to have been made
               or delivered to each of the Obligors.

36.4    NOTIFICATION OF ADDRESS, FAX NUMBER AND TELEX NUMBER
        Promptly upon receipt of notification of an address, fax number and
        telex number or change of address, fax number or telex number pursuant
        to Clause 36.2 (ADDRESSES) or changing its own address, fax number or
        telex number, the Facility Agent shall notify the other Parties.

36.5    ELECTRONIC COMMUNICATION

        (a)    Any communication to be made between the Facility Agent or the
               Security Trustee and a Lender under or in connection with the
               Finance Documents may be made by electronic mail or other
               electronic means, if the Facility Agent, the Security Trustee and
               the relevant Lender:

               (i)    agree that, unless and until notified to the contrary,
                      this is to be an accepted form of communication;

               (ii)   notify each other in writing of their electronic mail
                      address and/or any other information required to enable
                      the sending and receipt of information by that means; and

               (iii)  notify each other of any change to their address or any
                      other such information supplied by them.

        (b)    Any electronic communication made between the Facility Agent and
               a Lender or the Security Trustee will be effective only when
               actually received in readable form and in the case of any
               electronic communication made by a Lender to the Facility Agent
               or the Security Trustee only if it is addressed in such a manner
               as the Facility Agent or Security Trustee shall specify for this
               purpose.

                                     - 118 -
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36.6    ENGLISH LANGUAGE
        (a)    Any notice given under or in connection with any Finance Document
               must be in English.

        (b)    All other documents provided under or in connection with any
               Finance Document must be:

               (i)    in English; or

               (ii)   if not in English, and if so required by the Facility
                      Agent, accompanied by a certified English translation and,
                      in this case, the English translation will prevail unless
                      the document is a constitutional, statutory or other
                      official document.

36.7    USE OF WEBSITES
        (a)    The Parent may satisfy its obligation under this Agreement to
               deliver any information in relation to those Lenders (the
               "WEBSITE LENDERS") who accept this method of communication by
               posting this information onto an electronic website designated by
               the Parent and the Facility Agent (the "DESIGNATED WEBSITE") if:

               (i)    the Facility Agent expressly agrees (after consultation
                      with each of the Lenders) that it will accept
                      communication of the information by this method;

               (ii)   both the Parent and the Facility Agent are aware of the
                      address of and any relevant password specifications for
                      the Designated Website; and

               (iii)  the information is in a format previously agreed between
                      the Parent and the Facility Agent.

               If any Lender (a "PAPER FORM LENDER") does not agree to the
               delivery of information electronically then the Facility Agent
               shall notify the Parent accordingly and the Parent shall supply
               the information to the Facility Agent (in sufficient copies for
               each Paper Form Lender) in paper form. In any event the Parent
               shall supply the Facility Agent with at least one copy in paper
               form of any information required to be provided by it.

        (b)    The Facility Agent shall supply each Website Lender with the
               address of and any relevant password specifications for the
               Designated Website following designation of that website by the
               Parent and the Facility Agent.

        (c)    The Parent shall promptly upon becoming aware of its occurrence
               notify the Facility Agent if:

               (i)    the Designated Website cannot be accessed due to technical
                      failure;

               (ii)   the password specifications for the Designated Website
                      change;

                                     - 119 -
<Page>

               (iii)  any new information which is required to be provided under
                      this Agreement is posted onto the Designated Website;

               (iv)   any existing information which has been provided under
                      this Agreement and posted onto the Designated Website is
                      amended; or

               (v)    the Parent becomes aware that the Designated Website or
                      any information posted onto the Designated Website is or
                      has been infected by any electronic virus or similar
                      software.

               If the Parent notifies the Facility Agent under paragraph (c)(i)
               or paragraph (c)(v) above, all information to be provided by the
               Parent under this Agreement after the date of that notice shall
               be supplied in paper form unless and until the Facility Agent and
               each Website Lender is satisfied that the circumstances giving
               rise to the notification are no longer continuing.

        (d)    Any Website Lender may request, through the Facility Agent, one
               paper copy of any information required to be provided under this
               Agreement which is posted onto the Designated Website. The Parent
               shall comply with any such request within ten Business Days.

37.     CALCULATIONS AND CERTIFICATES

37.1    ACCOUNTS
        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are PRIMA FACIE evidence of the matters to
        which they relate.

37.2    CERTIFICATES AND DETERMINATIONS
        Any certification or determination by a Finance Party of a rate or
        amount under any Finance Document is, in the absence of manifest error,
        conclusive evidence of the matters to which it relates.

37.3    DAY COUNT CONVENTION
        Any interest, commission or fee accruing under a Finance Document will
        accrue from day to day and is calculated on the basis of the actual
        number of days elapsed and a year of 360 days (or in the case of any
        Utilisation denominated in sterling, 365 days) or, in any case where the
        practice in the Relevant Interbank Market differs, in accordance with
        that market practice.

38.     PARTIAL INVALIDITY
        If, at any time, any provision of the Finance Documents is or becomes
        illegal, invalid or unenforceable in any respect under any law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions nor the legality, validity or enforceability of
        such provision under the law of any other jurisdiction will in any way
        be affected or impaired.

                                     - 120 -
<Page>

39.     REMEDIES AND WAIVERS
        No failure to exercise, nor any delay in exercising, on the part of any
        Finance Party or Secured Party, any right or remedy under the Finance
        Documents shall operate as a waiver, nor shall any single or partial
        exercise of any right or remedy prevent any further or other exercise or
        the exercise of any other right or remedy. The rights and remedies
        provided in this Agreement are cumulative and not exclusive of any
        rights or remedies provided by law.

40.     AMENDMENTS AND WAIVERS

40.1    REQUIRED CONSENTS
        (a)    Subject to Clause 40.2 (EXCEPTIONS) any term of the Finance
               Documents may be amended or waived only with the consent of the
               Majority Lenders and the Parent and any such amendment or waiver
               will be binding on all Parties.

        (b)    The Facility Agent may effect, on behalf of any Finance Party,
               any amendment or waiver permitted by this Clause 40.

        (c)    The Parent may effect, as agent of each Obligor, any amendment or
               waiver permitted by this Clause 40.

40.2    EXCEPTIONS
        (a)    An amendment or waiver that has the effect of changing or which
               relates to:

               (i)    the definition of "Majority Lenders" in Clause 1.1
                      (DEFINITIONS);

               (ii)   an extension to the date of payment of any amount under
                      the Finance Documents;

               (iii)  a reduction in the Margin or a reduction in the amount of
                      any payment of principal, interest, fees or commission
                      payable;

               (iv)   an increase in or an extension of any Commitment;

               (v)    a change to the Borrowers or Guarantors other than in
                      accordance with Clause 28 (CHANGES TO THE OBLIGORS);

               (vi)   any provision which expressly requires the consent of all
                      the Lenders;

               (vii)  Clause 2.2 (FINANCE PARTIES RIGHTS AND OBLIGATIONS),
                      Clause 27 (CHANGES TO THE LENDERS) or this Clause 40;

               (viii) the nature or scope of the Charged Property or the manner
                      in which the proceeds of enforcement of the Transaction
                      Security are distributed,

               shall not be made without the prior consent of all the Lenders.

        (b)    An amendment or waiver which relates to the rights or obligations
               of the Facility Agent, the Arranger, the Security Trustee or any
               Ancillary Lender

                                     - 121 -
<Page>

               may not be effected without the consent of the Facility Agent,
               the Arranger, the Security Trustee or the Ancillary Lenders at
               such time.

40.3    AMENDMENTS BY SECURITY TRUSTEE
        Unless the provisions of any Finance Document expressly provide
        otherwise, the Security Trustee may, if authorised by the Majority
        Creditors, amend the terms of, waive any of the requirements of, or
        grant consents under, any of the Transaction Security Documents, any
        such amendment, waiver or consent being binding on all the parties to
        this Agreement EXCEPT THAT:

        (a)    the prior consent of all of the Lenders is required to authorise
               any amendment of any Transaction Security Document which would
               affect the nature or the scope of the Charged Property or the
               manner in which proceeds of enforcement are distributed; and

        (b)    no waiver or amendment may impose any new or additional
               obligations on any person without the consent of that person.

41.     COUNTERPARTS
        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.

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                                   SECTION 12
                          GOVERNING LAW AND ENFORCEMENT

42.     GOVERNING LAW
        This Agreement is governed by English law.

43.     ENFORCEMENT

43.1    JURISDICTION OF ENGLISH COURTS
        (a)    The courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE").

        (b)    The Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary.

        (c)    This Clause 43.1 is for the benefit of the Finance Parties and
               Secured Parties only. As a result, no Finance Party or Secured
               Party shall be prevented from taking proceedings relating to a
               Dispute in any other courts with jurisdiction. To the extent
               allowed by law, the Finance Parties and Secured Parties may take
               concurrent proceedings in any number of jurisdictions.

43.2    SERVICE OF PROCESS
        Without prejudice to any other mode of service allowed under any
        relevant law, each Obligor (other than an Obligor incorporated in
        England and Wales):

        (a)    irrevocably appoints the Parent as its agent for service of
               process in relation to any proceedings before the English courts
               in connection with any Finance Document (and the Parent by its
               execution of this Agreement, accepts that appointment); and

        (b)    agrees that failure by a process agent to notify the relevant
               Obligor of the process will not invalidate the proceedings
               concerned.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.

                                     - 123 -
<Page>

                                   SCHEDULE 1

                              THE ORIGINAL PARTIES


                                     PART I

                              THE ORIGINAL OBLIGORS

<Table>
<Caption>
                                           REGISTRATION NUMBER (OR
NAME OF ORIGINAL BORROWER                  EQUIVALENT, IF ANY)                    JURISDICTION
<S>                                        <C>                              <C>
Iron Mountain Europe Limited               2321917                          England

Iron Mountain (UK) Limited                 1478540                          England

Document and Information Management
Services Limited                           02760301                         England

<Caption>
                                           REGISTRATION NUMBER (OR
NAME OF ORIGINAL GUARANTOR                 EQUIVALENT, IF ANY)                    JURISDICTION
<S>                                        <C>                              <C>
Iron Mountain Europe Limited               2321917                          England

Iron Mountain (UK) Limited                 1478540                          England

Document and Information Management
Services Limited                           02760301                         England

The Document Storage Company Limited       02109452                         England

Iron Mountain Holdings (Europe) Limited    03847309                         England

Miller Data Management Limited             01447686                         England

Iron Mountain Ireland (Holdings) Limited   289489                           Ireland

Iron Mountain Ireland Limited              236398                           Ireland

Iron Mountain Nederland Holdings B.V.      32095962                         The Netherlands

Iron Mountain Nederland B.V.               24244203                         The Netherlands
</Table>

                                     - 124 -
<Page>

                                     PART II

                              THE ORIGINAL LENDERS

<Table>
<Caption>
                                                           TERM         REVOLVING
                                                        COMMITMENT     COMMITMENT
NAME OF ORIGINAL LENDER                                     L              L
<S>                                                    <C>            <C>
Allied Irish Banks, P.L.C.                               8,750,000      8,750,000

Barclays Bank PLC                                       20,000,000     20,000,000

Bear Stearns Corporate Lending Inc.                     15,000,000     15,000,000

HSBC Bank plc                                           15,000,000     15,000,000

Lloyds TSB Bank PLC                                      8,750,000      8,750,000

The Governor and Company of the Bank of Scotland        20,000,000     20,000,000

The Governor and Company of the Bank of Ireland         12,500,000     12,500,000

                                                       -----------    -----------
Total                                                  100,000,000    100,000,000
</Table>

                                     - 125 -
<Page>

                                    PART III

                              DORMANT SUBSIDIARIES

<Table>
<Caption>
                                                     REGISTRATION NUMBER (OR
NAME OF DORMANT SUBSIDIARY                           EQUIVALENT, IF ANY)              JURISDICTION
<S>                                                       <C>                             <C>
Iron Mountain Scotland (Holdings) Ltd                      SC15007                        Scotland

JAD 93 Ltd                                                SC143870                        Scotland

Datavault Holdings Ltd                                     3638141                         England

Datavault Ltd                                             SC080642                        Scotland

Archive Services Ltd                                       230753                          England

Datavault Southwest Ltd                                    2693403                         England

Datavault Northwest Limited                               SC142441                        Scotland

Arcus Data Security Ltd                                    2640804                         England

Jones & Crossland                                          641974                          England

Kestrel Reprographics Ltd                                  1558086                         England

Britannia Data Management Ltd                              1575446                         England

Iron Mountain Scotland Ltd                                SC096145                        Scotland

Kestrel Data Services Ltd                                  1177562                         England

Kestrel Data UK Ltd                                        1575457                         England
</Table>

                                     - 126 -
<Page>

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT


                                     PART I

                   CONDITIONS PRECEDENT TO INITIAL UTILISATION

1.      OBLIGORS

        (a)    A certified copy of the constitutional documents of each Original
               Obligor.

        (b)    A copy of a resolution of the board of directors of each Original
               Obligor:

               (i)    approving the terms of, and the transactions contemplated
                      by, the Finance Documents to which it is a party and
                      resolving that it execute the Finance Documents to which
                      it is a party;

               (ii)   authorising a specified person or persons to execute the
                      Finance Documents to which it is a party on its behalf;

               (iii)  authorising a specified person or persons, on its behalf,
                      to sign and/or despatch all documents and notices
                      (including, if relevant, any Utilisation Request and
                      Selection Notice) to be signed and/or despatched by it
                      under or in connection with the Finance Documents to which
                      it is a party; and

               (iv)   in the case of an Original Obligor other than the Parent,
                      authorising the Parent to act as its agent in connection
                      with the Finance Documents.

        (c)    A specimen of the signature of each person authorised by the
               resolution referred to in paragraph (b) above in relation to the
               Finance Documents.

        (d)    A copy of a resolution signed by all the holders of the issued
               shares in each Original Guarantor, approving the terms of, and
               the transactions contemplated by, the Finance Documents to which
               the Original Guarantor is a party.

        (e)    A certificate of the Parent (signed by a director) confirming
               that borrowing or guaranteeing or securing, as appropriate, the
               Total Commitments would not cause any borrowing, guarantee,
               security or similar limit binding on any Original Obligor to be
               exceeded.

        (f)    A certificate of an authorised signatory of the relevant Original
               Obligor certifying that each copy document relating to it
               specified in this Schedule 2 is correct, complete and in full
               force and effect as at a date no earlier than the date of this
               Agreement.

                                     - 127 -
<Page>

        (g)    In relation to Original Obligors incorporated in England and
               Wales or Scotland either:

               (i)    a letter from the Parent to the Facility Agent (attaching
                      supporting advice from the Parent's English Solicitors)
                      confirming that no Original Obligor is prohibited by
                      Section 151 of the Companies Act 1985 from entering into
                      the Finance Documents; and/or

               (ii)   evidence that members of the Group incorporated in England
                      and Wales and Scotland have done all that is necessary
                      (including, without limitation, by re-registering as a
                      private company) to follow the procedures set out in
                      Sections 151 to 158 of the Companies Act 1985 (the "ACT")
                      in order to enable each Original Obligor to enter into the
                      Finance Documents and perform its obligations under the
                      Finance Documents.

        (h)    In relation to Original Obligors incorporated in Ireland either:

               (i)    a letter from the Parent to the Facility Agent (attaching
                      supporting advice from the Parent's Irish Solicitors)
                      confirming that no Original Borrower is prohibited by
                      Section 60 of the Irish Companies Act 1963 from entering
                      into the Finance Documents; and/or

               (ii)   evidence that members of the Group incorporated in Ireland
                      have done all that is necessary to follow the procedures
                      set out in Section 60 of the Irish Companies Act 1963 in
                      order to enable each such Original Obligor to enter into
                      the Finance Documents and perform its obligations under
                      the Finance Documents.

2.      FINANCE DOCUMENTS

        (a)    The Subordination Agreement executed by the members of the Group
               party to that Agreement and the Parties under the Subordinated
               Loan Agreement.

        (b)    This Agreement executed by the members of the Group party to this
               Agreement.

        (c)    The Fee Letters executed by the Parent.

3.      TRANSACTION SECURITY DOCUMENTS

        The following Transaction Security Documents executed by the Original
        Obligors:

<Table>
<Caption>
        NAME OF ORIGINAL OBLIGOR                             TRANSACTION SECURITY DOCUMENT
        ---------------------------------------------------------------------------------------------------------------------
        <S>                                                  <C>
        Iron Mountain Europe Limited                         Debenture

        Iron Mountain (UK) Limited                           Debenture
</Table>

                                     - 128 -
<Page>

<Table>
<Caption>
        NAME OF ORIGINAL OBLIGOR                             TRANSACTION SECURITY DOCUMENT
        ---------------------------------------------------------------------------------------------------------------------
        <S>                                                  <C>
        Document and Information Management Services         (i)    Debenture.
        Limited                                              (ii)   French share pledge in respect of 99.9% of the issued share
                                                                    capital of Iron Mountain Holdings (France) SNC.

        The Document Storage Company Limited                 Debenture

        Iron Mountain Holdings (Europe) Limited              (i)    Debenture

                                                             (i)    Belgian Share Pledge.

                                                             (iii)  Spanish share pledge in respect of the entire issued share
                                                                    capital of Iron Mountain Espana, S.A..

        Miller Data Management Limited                       (i)    Debenture

                                                             (ii)   French share pledge in respect of 0.1% of the issued share
                                                                    capital of Iron Mountain Holdings (France) SNC.

        Iron Mountain Ireland (Holdings) Limited             Irish debenture.

        Iron Mountain Ireland Limited                        AN IRISH DEBENTURE WILL BE GRANTED PURSUANT TO CLAUSE 25.23
                                                             (CONDITIONS SUBSEQUENT).

        Iron Mountain Nederland Holdings B.V.                (i)    Dutch share pledge in respect of the entire issued share
                                                                    capital of Iron Mountain Nederland B.V..

                                                             (ii)   An undisclosed pledge of receivables.

                                                             (iii)  A pledge of bank accounts.

                                                             (iv)   A pledge of moveable assets.

        Iron Mountain Nederland B.V.                         (i)    A deed of mortgage of real property.
</Table>

                                     - 129 -
<Page>

<Table>
<Caption>
        NAME OF ORIGINAL OBLIGOR                             TRANSACTION SECURITY DOCUMENT
        ---------------------------------------------------------------------------------------------------------------------
        <S>                                                  <C>
                                                             (ii)   A pledge of bank accounts.

                                                             (iii)  An undisclosed pledge of receivables.

                                                             (iv)   A pledge of moveable assets.
</Table>

4.      PLEDGED COMPANIES

        (a)    In relation to Iron Mountain Holdings (France) SNC:

               (i)    a copy, certified as true, of the by-laws (STATUTS) of
                      Iron Mountain Holdings (France) SNC and an original
                      EXTRACT K-BIS of Iron Mountain Holdings (France) SNC dated
                      no more than 15 days earlier than the date of receipt by
                      the Facility Agent.

               (ii)   a copy, certified as true, of the shareholders' resolution
                      of Iron Mountain Holdings (France) SNC approving the
                      Security Trustee as a shareholder upon enforcement of the
                      share pledge agreement over its shares.

        (b)    In relation to Iron Mountain Belgium NV:

               (i)    a certified copy of the latest coordinated statutes of
                      Iron Mountain Belgium NV;

               (ii)   registered share certificate in respect of the shares in
                      Iron Mountain Belgium NV, bearing the notice referred to
                      in the Belgian share pledge agreement (the "BELGIAN SHARE
                      PLEDGE") in respect of the entire issues share capital of
                      Iron Mountain Belgium NV;

               (iii)  a photocopy of the relevant pages of the share register
                      bearing the notice referred to in the Belgian Share
                      Pledge;

               (iv)   a certificate substantially in the form of Schedule 2 of
                      the Belgian Share Pledge.

        (c)    In relation to Iron Mountain Norge A.S.:

               (i)    a certified copy of the notification from Iron Mountain
                      Holdings (Europe) Limited to Iron Mountain Norge A.S. in
                      respect of the pledge by Iron Mountain Holdings (Europe)
                      of the entire issued share capital of Iron Mountain Norge
                      A.S.;

                                     - 130 -
<Page>

               (ii)   a certified copy of the confirmation from Iron Mountain
                      Norge A.S. that the notification of the pledge detailed in
                      (i) above has been received by it and that its shares have
                      been pledged;

               (iii)  a certified copy of the confirmation from Iron Mountain
                      Norge A.S. that it is not aware of any right or
                      restriction attaching to the shares which are the subject
                      of the pledge; and

               (iv)   certified transcripts of the updated register of
                      shareholders of Iron Mountain Norge A.S. in which the
                      pledge has been registered.

5.      SHARES

        (a)    All share certificates (other than Iron Mountain Ireland
               (Holdings) Limited) and stock transfer forms duly executed by the
               relevant Original Obligor in blank in relation to the
               certificated shares subject to or expressed to be subject to the
               Transaction Security.

        (b)    A copy of the register of members of each member of the Group,
               whose shares are subject to or expressed to be subject to the
               Transaction Security.

        (c)    To the extent not delivered under paragraph 1(a) above, a copy of
               the constitutional documents of each member of the Group whose
               shares are expressed to be subject to the Transaction Security.

6.      LEGAL OPINIONS

        The following legal opinions, each addressed to the Facility Agent,
        the Security Trustee and the Original Lenders.

        (a)    A legal opinion of Clifford Chance LLP, legal advisers to the
               Arranger and the Facility Agent in England, as to English law
               substantially in the form distributed to the Original Lenders
               prior to signing this Agreement.

        (b)    A legal opinion of the following legal advisers to the Facility
               Agent and Arranger:

               (i)    Clifford Chance LLP as to Belgian law;

               (ii)   Clifford Chance SELAFA as to French law;

               (iii)  Clifford Chance LLP as to Dutch law;

               (iv)   Clifford Chance S.C as to Spanish law;

               (v)    McCann FitzGerald as to Irish law; and

               (vi)   BA-HR as to Norwegian law.

               each substantially in the form distributed to the Original
               Lenders prior to signing this Agreement.

                                     - 131 -
<Page>

7.      OTHER DOCUMENTS AND EVIDENCE

        A copy of any other Authorisation or other document, opinion or
        assurance which the Facility Agent considers to be necessary (if it has
        notified the Parent accordingly) in connection with the entry into and
        performance of the transactions contemplated by any Finance Document or
        for the validity and enforceability of any Finance Document.

        (a)    Evidence that the fees, costs and expenses then due from the
               Parent pursuant to Clause 15 (FEES), Clause 20 (COSTS AND
               EXPENSES) and Clause 16.5 (STAMP TAXES) have been paid or will be
               paid by the first Utilisation Date.

        (b)    Due Diligence Report in a form capable of being relied on by the
               Lenders.

        (c)    A copy, certified by an authorised signatory of the Parent to be
               a true copy, of the Original Financial Statements of each
               Original Obligor.

        (d)    A copy of the Subordinated Loan Agreement duly executed by the
               parties thereto.

        (e)    A certificate of the Parent (signed by a director) certifying
               that a utilisation request requesting an advance of L123,956,000
               on or before the date of the first Utilisation has been made by
               the Parent in accordance with Clause 2.1 of the Subordinated Loan
               Agreement.

        (f)    The Hedging Strategy Letter duly executed by the Parent.

        (g)    Evidence that upon the date that the first Loan is made:

               (i)    all Financial Indebtedness under the Existing Facilities
                      will be immediately repaid in full and all commitments
                      under the Existing Facilities cancelled; and

               (ii)   all of the existing Security relating to the Existing
                      Facilities will be immediately released.

        (h)    A Certificate from a director of the Parent that at the time the
               Parent and each of the Obligors incorporated in Ireland executed
               this Agreement they form a "group of companies" for the purposes
               of Section 35 of the Irish Companies Act 1990.

        (i)    A letter from AON addressed to the Agent, the Arrangers, the
               Security Trustee, the Lenders, the Ancillary Lenders and the
               Hedge Banks confirming that the insurance for the Group at the
               date of this Agreement is at a level acceptable to the Agent and
               covering appropriate risks carried out by the Group.

        (j)    Funds flow statement in a form agreed by the Parent and the Agent
               detailing the proposed movement of funds on the first Utilisation
               Date.

        (k)    Pro-forma balance sheet as at the first Utilisation Date.

                                     - 132 -
<Page>

                                     PART II

                       CONDITIONS PRECEDENT REQUIRED TO BE

                       DELIVERED BY AN ADDITIONAL OBLIGOR

1.      An Accession Letter executed by the Additional Obligor and the Parent.

2.      A copy of the constitutional documents of the Additional Obligor.

3.      A copy of a resolution of the board of directors of the Additional
        Obligor:

        (a)    approving the terms of, and the transactions contemplated by, the
               Accession Letter and the Finance Documents and resolving that it
               execute the Accession Letter and any other Finance Document to
               which it is a party;

        (b)    authorising a specified person or persons to execute the
               Accession Letter and other Finance Documents on its behalf; and

        (c)    authorising a specified person or persons, on its behalf, to sign
               and/or despatch all other documents and notices (including, in
               relation to an Additional Borrower, any Utilisation Request or
               Selection Notice) to be signed and/or despatched by it under or
               in connection with the Finance Documents to which it is a party;
               and

        (d)    authorising the Parent to act as its agent in connection with the
               Finance Documents.

4.      A specimen of the signature of each person authorised by the resolution
        referred to in paragraph 3 above.

5.      A copy of a resolution signed by all the holders of the issued shares of
        the Additional Guarantor, approving the terms of, and the transactions
        contemplated by, the Finance Documents to which the Additional Guarantor
        is a party.

6.      A certificate of the Additional Obligor (signed by a director)
        confirming that borrowing or guaranteeing or securing, as appropriate,
        the Total Commitments would not cause any borrowing, guarantee, security
        or similar limit binding on it to be exceeded.

7.      A certificate of an authorised signatory of the Additional Obligor
        certifying that each copy document listed in:

        (a)    this Part II of Schedule 2; and

        (b)    if the Additional Obligor is listed in Part III (TRANSACTION
               SECURITY DOCUMENTS AND SECURITY RELATED DOCUMENTS TO BE DELIVERED
               BY ADDITIONAL OBLIGORS) of Schedule 2, Part III of Schedule 2
               relating to it,

        is correct, complete and in full force and effect as at a date no
        earlier than the date of the Accession Letter.

8.      If available, the latest audited financial statements of the Additional
        Obligor.

                                     - 133 -
<Page>

9.      The following legal opinions, each addressed to the Facility Agent, the
        Security Trustee and the Lenders:

        (a)    A legal opinion of the legal advisers to the Facility Agent in
               England, as to English law in the form distributed to the
               Facility Agent prior to signing the Accession Letter.

        (b)    If the Additional Obligor is incorporated in a jurisdiction other
               than England and Wales or executing a Finance Document which is
               governed by a law other than English law, a legal opinion of the
               legal advisers to the Facility Agent in the jurisdiction of
               incorporation of that Additional Obligor or, as the case may be,
               the jurisdiction of the governing law of that Finance Document
               (the "RELEVANT JURISDICTION") as to the law of the Relevant
               Jurisdiction and in the form distributed to the Facility Agent
               prior to signing the Accession Letter.

10.     If the proposed Additional Obligor is incorporated in a jurisdiction
        other than England and Wales, evidence that the process agent specified
        in Clause 43.2 (SERVICE OF PROCESS), if not an Original Obligor, has
        accepted its appointment in relation to the proposed Additional Obligor.

11.     In the case of an Additional Obligor incorporated in Spain, the
        resolutions referred to in paragraphs 3 and 5 above, shall be certified
        by the secretary or vice-secretary of the board of directors of such
        Additional Obligor and endorsed by its chairman or vice-chairman, whose
        signatures shall be legalised by a Spanish notary. In the case of an
        Additional Borrower incorporated in Spain, a copy of the "NUMERO DE
        OPERACION FINANCIERA" ("NOF") (Financial transaction number) allocated
        by the Bank of Spain to its borrowings.

12.     The Transaction Security Documents executed by the Additional Obligor
        which are required by the Facility Agent.

13.     Any notices or documents required to be given or executed or made under
        the terms of those Transaction Security Documents.

14.     An accession memorandum to the Subordination Agreement executed by the
        Additional Obligor.

15.

        (a)    If the Additional Obligor is incorporated in England and Wales or
               Scotland:

               (i)    either a letter from the Parent to the Facility Agent
                      (attaching supporting evidence from the Parent's English
                      Solicitors) confirming that the Additional Obligor is not
                      prohibited by Section 151 of the Companies Act 1985 from
                      entering into the Finance Documents; and/or

               (ii)   evidence that the Additional Obligor has done all that is
                      necessary (including, without limitation, by
                      re-registering as a private company) to follow the
                      procedures set out in Sections 151 to 158 of the Companies

                                     - 134 -
<Page>

                      Act 1985 in order to enable that Additional Obligor to
                      enter into the Finance Documents and perform its
                      obligations under the Finance Documents. The following
                      documentary evidence shall be supplied: a copy of the
                      statutory declarations and annexed auditors reports, board
                      resolutions, shareholders resolutions (if applicable), a
                      certificate of that Additional Obligor listing all
                      directors at the time the statutory declarations are made
                      and a non-statutory comfort letter from its auditors
                      regarding its net asset position. The copy documents shall
                      be certified by an authorised signatory of the Additional
                      Obligor as correct, complete and in full force and effect
                      at a date no earlier than the date of the Accession
                      Letter.

        (b)    If the Additional Obligor is not incorporated in England and
               Wales or Scotland, such documentary evidence as legal counsel to
               the Facility Agent may require, that such Additional Obligor has
               complied with any law in its jurisdiction relating to financial
               assistance or analogous process.

16.     A copy of any other Authorisation or other document, opinion or
        assurance which the Facility Agent considers to be necessary or
        desirable in connection with the entry into and performance of the
        transactions contemplated by the Accession Letter and each Finance
        Document to which the Additional Obligor is a party or for the validity
        and enforceability of any Finance Document or of any Transaction
        Security created or intended to be created by the Additional Obligor.

                                     - 135 -
<Page>

                                    PART III

  TRANSACTION SECURITY DOCUMENTS AND SECURITY RELATED DOCUMENTS TO BE DELIVERED
                             BY ADDITIONAL OBLIGORS

<Table>
<Caption>
                                                                              Description of Security
                                                                               related documents and
                                                                              other action to be taken
                                                          Description of      by Additional Obligor to
                                                      Transaction Security     protect or perfect or
Name of Additional          Capacity (Borrower            Document and           give priority to
      Obligor                and/or Guarantor)        Transaction Security      Transaction Security
-------------------------------------------------------------------------------------------------------
   <S>                    <C>                         <C>                     <C>
   [insert name]          [Borrower] [Guarantor]      [insert description]
</Table>

                                     - 136 -
<Page>

                                   SCHEDULE 3

                                    REQUESTS

                                     PART IA

                               UTILISATION REQUEST

                                      LOANS

From:   [BORROWER] [PARENT]*

To:     [FACILITY AGENT]

Dated:

Dear Sirs

  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      [We wish a Loan to be made on the following terms:

<Table>
        <S>                                      <C>
        (a)    Borrower:                         [-]

        (b)    Proposed Utilisation Date:        [-]

        (c)    Facility to be utilised:          [Term Facility]/[Revolving Facility]**

        (d)    Currency of Loan:                 [-]

        (e)    Amount:                           [-]

        (f)    Interest Period:                  [-]
</Table>

2.      We confirm  that each  condition  specified  in Clause 4.2  (FURTHER
        CONDITIONS PRECEDENT) is satisfied on the date of this Utilisation
        Request.

3.      [The proceeds of this Loan should be credited to [ACCOUNT]].

4.      This Utilisation Request is irrevocable.

5.      Terms used in this Request which are not defined in this Request but are
        defined in the Facilities Agreement shall have the meaning given to
        those terms in the Facilities Agreement.

                                Yours faithfully

                      -------------------------------------
                            authorised signatory for

  [the Parent on behalf of [INSERT NAME OF RELEVANT BORROWER]]/ [INSERT NAME OF
                                   BORROWER]*

NOTES:

*       Amend as appropriate.  The Request can be given by the Borrower or by
        the Parent.

                                     - 137 -
<Page>

**      Select the Facility to be utilised and delete references to the other
        Facilities.

                                     - 138 -
<Page>

                                     PART IB

                               UTILISATION REQUEST

                                LETTERS OF CREDIT

From:   [BORROWER] [PARENT](1)

To:     [FACILITY AGENT]

Dated:


Dear Sirs

  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      We refer to the Facilities Agreement. This is a Utilisation Request.
        Terms defined in the Facilities Agreement have the same meaning in this
        Utilisation Request unless given a different meaning in this Utilisation
        Request.

2.      We wish to arrange for a Letter of Credit to be [issued]/[renewed] by
        the Issuing Bank specified below (which has agreed to do so) on the
        following terms:

<Table>
        <S>                                      <C>
        (a)    Borrower:                                  [-]

        (b)    Issuing Bank:                              [-]

        (c)    Proposed Utilisation Date:                 [-]

        (d)    Facility to be utilised:                   Revolving Facility

        (e)    Currency of Letter of Credit:              [-]

        (f)    Amount:                                    [-]

        (g)    Term:                                      [-]
</Table>

3.      We confirm that each condition specified in paragraph (c) of Clause 6.5
        (ISSUE OF LETTERS OF CREDIT) is satisfied on the date of this
        Utilisation Request.

4.      We attach a copy of the proposed Letter of Credit.

5.      [The purpose of this proposed Letter of Credit is [-].](2)


(1) Not required for a renewal.

(2) Amend as appropriate.  The Utilisation Request can be given by the Borrower
    or by the Parent.

                                     - 139 -
<Page>

6.      This Utilisation Request is irrevocable.

                        ---------------------------------
                            authorised signatory for

                                     - 140 -
<Page>

                                     PART II

                                SELECTION NOTICE

                            APPLICABLE TO A TERM LOAN

From:   Iron Mountain Europe Limited

To:     [FACILITY AGENT]

Dated:

Dear Sirs

  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      We refer to the following Term Loan[s] with an Interest Period ending on
        [-]**.

2.      We request that the next Interest Period for the above Term Loan[s] is
        [-].

3.      This Selection Notice is irrevocable.

4.      Terms used in this Request which are not defined in this Request but are
        defined in the Facilities Agreement shall have the meaning given to
        those terms in the Facilities Agreement.

                                Yours faithfully

                       ----------------------------------
                            authorised signatory for
                          Iron Mountain Europe Limited

NOTES:

**      Insert details of all Term Loans which have an Interest Period ending
        on the same date.

                                     - 141 -
<Page>

                                   SCHEDULE 4

                             MANDATORY COST FORMULAE

1.      The Mandatory Cost is an addition to the interest rate to compensate
        Lenders for the cost of compliance with (a) the requirements of the Bank
        of England and/or the Financial Services Authority (or, in either case,
        any other authority which replaces all or any of its functions) or (b)
        the requirements of the European Central Bank.

2.      On the first day of each Interest Period (or as soon as possible
        thereafter) the Facility Agent shall calculate, as a percentage rate, a
        rate (the "ADDITIONAL COST RATE") for each Lender, in accordance with
        the paragraphs set out below. The Mandatory Cost will be calculated by
        the Facility Agent as a weighted average of the Lenders' Additional Cost
        Rates (weighted in proportion to the percentage participation of each
        Lender in the relevant Loan) and will be expressed as a percentage rate
        per annum.

3.      The Additional Cost Rate for any Lender lending from a Facility Office
        in a Participating Member State will be the percentage notified by that
        Lender to the Facility Agent. This percentage will be certified by that
        Lender in its notice to the Facility Agent to be its reasonable
        determination of the cost (expressed as a percentage of that Lender's
        participation in all Loans made from that Facility Office) of complying
        with the minimum reserve requirements of the European Central Bank in
        respect of loans made from that Facility Office.

4.      The Additional Cost Rate for any Lender lending from a Facility Office
        in the United Kingdom will be calculated by the Facility Agent as
        follows:

        (a)    in relation to a sterling Loan:

                          AB + C(B-D) + E x 0.01
                          ---------------------- PER CENT. PER ANNUM
                               100-(A + C)

        (b)    in relation to a Loan in any currency other than sterling:

                          E X 0.01
                          -------- PER CENT. PER ANNUM
                            300

        Where:

        A      is the percentage of Eligible Liabilities (assuming these to be
               in excess of any stated minimum) which that Lender is from time
               to time required to maintain as an interest free cash ratio
               deposit with the Bank of England to comply with cash ratio
               requirements.

        B      is the percentage rate of interest (excluding the Margin and the
               Mandatory Cost and, if the Loan is an Unpaid Sum, the additional
               rate of interest specified in paragraph (a) of Clause 12.3
               (DEFAULT INTEREST)) payable for the relevant Interest Period on
               the Loan.

                                     - 142 -
<Page>

        C      is the percentage (if any) of Eligible Liabilities which that
               Lender is required from time to time to maintain as interest
               bearing Special Deposits with the Bank of England.

        D      is the percentage rate per annum payable by the Bank of England
               to the Facility Agent on interest bearing Special Deposits.

        E      is designed to compensate Lenders for amounts payable under the
               Fees Rules and is calculated by the Facility Agent as being the
               average of the most recent rates of charge supplied by the
               Reference Banks to the Facility Agent pursuant to paragraph 7
               below and expressed in pounds per L1,000,000.

5.      For the purposes of this Schedule:

        (a)    "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
               given to them from time to time under or pursuant to the Bank of
               England Act 1998 or (as may be appropriate) by the Bank of
               England;

        (b)    "FEES RULES" means the rules on periodic fees contained in the
               FSA Supervision Manual or such other law or regulation as may be
               in force from time to time in respect of the payment of fees for
               the acceptance of deposits;

        (c)    "FEE TARIFFS" means the fee tariffs specified in the Fees Rules
               under the activity group A.1 Deposit acceptors (ignoring any
               minimum fee or zero rated fee required pursuant to the Fees Rules
               but taking into account any applicable discount rate); and

        (d)    "TARIFF BASE" has the meaning given to it in, and will be
               calculated in accordance with, the Fees Rules.

6.      In application of the above formulae, A, B, C and D will be included in
        the formulae as percentages (i.e. 5 per cent. will be included in the
        formula as 5 and not as 0.05). A negative result obtained by subtracting
        D from B shall be taken as zero. The resulting figures shall be rounded
        to four decimal places.

7.      If requested by the Facility Agent, each Reference Bank shall, as soon
        as practicable after publication by the Financial Services Authority,
        supply to the Facility Agent, the rate of charge payable by that
        Reference Bank to the Financial Services Authority pursuant to the Fees
        Rules in respect of the relevant financial year of the Financial
        Services Authority (calculated for this purpose by that Reference Bank
        as being the average of the Fee Tariffs applicable to that Reference
        Bank for that financial year) and expressed in pounds per L1,000,000 of
        the Tariff Base of that Reference Bank.

8.      Each Lender shall supply any information required by the Facility Agent
        for the purpose of calculating its Additional Cost Rate. In particular,
        but without limitation, each Lender shall supply the following
        information on or prior to the date on which it becomes a Lender:

        (a)    the jurisdiction of its Facility Office; and

                                     - 143 -
<Page>

        (b)    any other information that the Facility Agent may reasonably
               require for such purpose.

        Each Lender shall promptly notify the Facility Agent of any change to
        the information provided by it pursuant to this paragraph.

9.      The percentages of each Lender for the purpose of A and C above and the
        rates of charge of each Reference Bank for the purpose of E above shall
        be determined by the Facility Agent based upon the information supplied
        to it pursuant to paragraphs 7 and 8 above and on the assumption that,
        unless a Lender notifies the Facility Agent to the contrary, each
        Lender's obligations in relation to cash ratio deposits and Special
        Deposits are the same as those of a typical bank from its jurisdiction
        of incorporation with a Facility Office in the same jurisdiction as its
        Facility Office.

10.     The Facility Agent shall have no liability to any person if such
        determination results in an Additional Cost Rate which over or under
        compensates any Lender and shall be entitled to assume that the
        information provided by any Lender or Reference Bank pursuant to
        paragraphs 3, 7 and 8 above is true and correct in all respects.

11.     The Facility Agent shall distribute the additional amounts received as a
        result of the Mandatory Cost to the Lenders on the basis of the
        Additional Cost Rate for each Lender based on the information provided
        by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
        above.

12.     Any determination by the Facility Agent pursuant to this Schedule in
        relation to a formula, the Mandatory Cost, an Additional Cost Rate or
        any amount payable to a Lender shall, in the absence of manifest error,
        be conclusive and binding on all Parties.

13.     The Facility Agent may from time to time, after consultation with the
        Parent and the Lenders, determine and notify to all Parties any
        amendments which are required to be made to this Schedule in order to
        comply with any change in law, regulation or any requirements from time
        to time imposed by the Bank of England, the Financial Services Authority
        or the European Central Bank (or, in any case, any other authority which
        replaces all or any of its functions) and any such determination shall,
        in the absence of manifest error, be conclusive and binding on all
        Parties.

                                     - 144 -
<Page>

                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATE

To:     [-] as Facility Agent

From:   [THE EXISTING LENDER] (the "EXISTING LENDER") and [THE NEW LENDER] (the
        "NEW LENDER")

Dated:

  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      We refer to Clause 27.5 (PROCEDURE FOR TRANSFER):

        (a)    The Existing Lender and the New Lender agree to the Existing
               Lender and the New Lender transferring by novation all or part of
               the Existing Lender's Commitment, rights and obligations referred
               to in the Schedule in accordance with Clause 27.5 (PROCEDURE FOR
               TRANSFER).

        (b)    The proposed Transfer Date is [-].

        (c)    The Facility Office and address, fax number and attention details
               for notices of the New Lender for the purposes of Clause 36.2
               (ADDRESSES) are set out in the Schedule.

2.      The New Lender expressly acknowledges the limitations on the Existing
        Lender's obligations set out in paragraph (c) of Clause 27.4 (LIMITATION
        OF RESPONSIBILITY OF EXISTING LENDERS).

3.      This Transfer Certificate is governed by English law.

4.      Terms which are used in this Transfer Certificate which are not defined
        in this Transfer Certificate but are defined in the Facilities Agreement
        shall have the meaning given to those terms in the Facilities Agreement.

                                     - 145 -
<Page>

                                  THE SCHEDULE

               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [INSERT RELEVANT DETAILS]
   [FACILITY OFFICE ADDRESS, FAX NUMBER AND ATTENTION DETAILS FOR NOTICES AND
                         ACCOUNT DETAILS FOR PAYMENTS,]

[Existing Lender]                         [New Lender]

By:                                       By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer
Date is confirmed as [-].

[Facility Agent]

By:

                                     - 146 -
<Page>

                                   SCHEDULE 6

                            FORM OF ACCESSION LETTER

To:     [-] as Facility Agent

From:   [[SUBSIDIARY] and Iron Mountain Europe Limited] [Affiliate of Lender]

Dated:

Dear Sirs
  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      [SUBSIDIARY] [Affiliate of Lender] agrees to become [an Additional
        [Borrower]/[Guarantor]] [a Hedging Bank] and to be bound by the terms of
        the Facilities Agreement, the Subordination Agreement and the other
        Finance Documents as [an Additional [Borrower]/[Guarantor]] [a Hedge
        Bank] pursuant to Clause [28.2 (ADDITIONAL BORROWERS)]/[Clause 28.3
        (ADDITIONAL GUARANTORS)] [Clause 27.8 (AFFILIATES OF LENDERS AS HEDGE
        BANKS)] of the Facility Agreement [and as an [Obligor] pursuant to
        Clause [-] of the Subordination Agreement. [SUBSIDIARY] is a company
        duly incorporated under the laws of [NAME OF RELEVANT JURISDICTION] and
        is a limited liability company and registered number [-]].

2.      [SUBSIDIARY'S] administrative details are as follows:

        Address:

        Fax No.:

        Attention:

3.      [The Parent confirms that no Default is continuing or would occur as a
        result of a [Subsidiary] becoming an additional Borrower.]*

4.      This letter is governed by English law.

5.      Terms which are used in this Accession Letter which are not defined in
        this Accession Letter but are defined in the Facilities Agreement shall
        have the meaning given to those terms in the Facilities Agreement.

        [This Guarantor Accession Letter is entered into by deed.]**

        Iron Mountain Europe Limited                   [Subsidiary]

                                     - 147 -
<Page>

NOTES:

*       Insert if Accession Letter is for an Additional Borrower.

**      If the Facilities are fully drawn there may be an issue in relation to
        past consideration for a proposed Additional Guarantor. This can be
        overcome by acceding by way of deed.

                                     - 148 -
<Page>

                                   SCHEDULE 7

                         FORM OF COMPLIANCE CERTIFICATE

To:     [-] as Facility Agent

From:   Iron Mountain Europe Limited

Dated:

Dear Sirs

  IRON MOUNTAIN EUROPE LIMITED - L200,000,000 MULTICURRENCY TERM AND REVOLVING
       CREDIT FACILITIES AGREEMENT DATED [-] (THE "FACILITIES AGREEMENT")

1.      We refer to the Facilities Agreement.  This is a Compliance Certificate.

2.      We confirm that:

        (a)    in respect of the Relevant Period ending on [-] EBITDA for such
               Relevant Period was [-] and Consolidated Net Finance Charges for
               such Relevant Period were [-]. Therefore EBITDA for such Relevant
               Period was [-] times Consolidated Net Finance Charges for such
               Relevant Period and the covenant contained in paragraph (b) of
               Clause 24.2 (FINANCIAL CONDITION) [has/has not] been complied
               with;

        (b)    on the last day of the Relevant Period ending on [-] Consolidated
               Total Net Debt was [-] and EBITDA for such Relevant Period was
               [-]. Therefore Consolidated Total Net Debt at that time was
               [greater than or equal to [-] times EBITDA for such Relevant
               Period]/[less than [-] times EBITDA for such Relevant Period but
               greater than or equal to [-] times EBITDA for such Relevant
               Period]/[less than [-] times EBITDA for such Relevant Period].

3.      [We confirm that no Default is continuing.]*

4.      We confirm that the following companies constitute Material Companies
        for the purposes of the Facility Agreement: [-].

        We confirm that:

        (a)    the aggregate of the unconsolidated earnings before interest,
               tax, depreciation and amortisation (calculated on the same basis
               as EBITDA) of the Guarantors and the aggregate gross assets and
               aggregate turnover of the Guarantors (in each case calculated on
               an unconsolidated basis and excluding all intra-group items)
               represents not less than [-] per cent of EBITDA, and consolidated
               gross assets and consolidated turnover of the Group;

        (b)    the aggregate of the unconsolidated earnings before interest,
               tax, depreciation and amortisation (calculated on the same basis
               as EBITDA) of the Guarantors and the Pledged Companies and the
               aggregate gross assets and aggregate

                                     - 149 -
<Page>

               turnover of the Guarantors and the Pledged Companies (in each
               case calculated on an unconsolidated basis and excluding all
               intra-group items) represents not less than [-] per cent of
               EBITDA, and consolidated gross assets and consolidated turnover
               of the Group.


Signed
               ---------------------              --------------------------

               Director                           Finance Director

               of                                 of
               Iron Mountain Europe Limited       Iron Mountain Europe Limited

[INSERT APPLICABLE CERTIFICATION LANGUAGE]

-------------------------
for and on behalf of
[NAME OF AUDITORS OF THE PARENT]

NOTES:

*       If this statement cannot be made, the certificate should identify any
        Default that is continuing and the steps, if any, being taken to remedy
        it.

                                     - 150 -
<Page>

                                   SCHEDULE 8

                                   TIMETABLES

                                     PART I

<Table>
<Caption>
                                                                        LOANS IN            LOANS IN OTHER
                                                     LOANS IN EURO      STERLING            CURRENCIES
<S>                                                  <C>                <C>                 <C>
Facility Agent notifies the Parent if a              -                  -                   U-4
currency is approved as an Optional Currency in
accordance with Clause 4.3 (CONDITIONS RELATING
TO OPTIONAL CURRENCIES)

Delivery of a duly completed Utilisation             U-3                U-1                 U-3
Request (Clause 5.1 (DELIVERY OF A UTILISATION
REQUEST) or a Selection Notice (Clause 13.1          9.30am             9.30am              9.30am
(SELECTION OF INTEREST PERIODS AND TERMS))

Facility Agent determines (in relation to a          U-3                U-1                 U-3
Utilisation) the Base Currency Amount of the
Loan, if required under Clause 5.4 (LENDERS'         noon               noon                noon
PARTICIPATION)

Facility Agent notifies the Lenders of the Loan      U-3                U-1                 U-3
in accordance with Clause 5.4 (LENDERS'
PARTICIPATION)                                       3.00pm             3.00pm              3.00pm

Facility Agent receives a notification from a        U-1                U-1                 U-1
Lender under Clause 8.2 (UNAVAILABILITY OF A
CURRENCY)                                            5.00pm             5.00pm              5.00pm

Facility Agent gives notice in accordance with       U- 2               U                   U-2
Clause 8.2 (UNAVAILABILITY OF A CURRENCY)
                                                     9.30am             9.30am              9.30am

Facility Agent determines amount of the Loan in      U-3                U                   U-3
Optional Currency in accordance with Clause
33.9 (CHANGE OF CURRENCY)                            11.00am            11.00am             11.00am
</Table>

                                     - 151 -
<Page>

<Table>
<Caption>
                                                                        LOANS IN            LOANS IN OTHER
                                                     LOANS IN EURO      STERLING            CURRENCIES
<S>                                                  <C>                <C>                 <C>
LIBOR is fixed                                       Quotation Day      Quotation Day as    Quotation Day as
                                                     as of 11:00        of 11:00 a.m.       of 11:00 a.m.
                                                     a.m. London
                                                     time in respect
                                                     of LIBOR
</Table>

"U"        =   date of utilisation

"U - X"    =   X Business Days prior to date of utilisation

                                     - 152 -
<Page>

                                     PART II

                                LETTERS OF CREDIT

<Table>
<Caption>
                                                                         LETTERS OF CREDIT
<S>                                                                           <C>
Delivery of a duly completed Utilisation Request                                U3
(Clause 5.1 (DELIVERY OF A UTILISATION REQUEST FOR                            9.30am
LETTERS OF CREDIT)

Agent determines (in relation to a Utilisation) the                             U-3
Base Currency Amount of the Letter of Credit if                               3.00pm
required under paragraph (e) of Clause 6.5 (ISSUE OF
LETTERS OF CREDIT) and notifies the Issuing Bank and
Lenders of the Letter of Credit in accordance with
paragraph (e) of Clause 6.5 (ISSUE OF LETTERS OF
CREDIT).
</Table>

Delivery of duly completed Renewal Request

"U"     =     date of utilisation

"U-X"   =     Business Days prior to date of utilisation

                                     - 153 -
<Page>

                                   SCHEDULE 9

                               MATERIAL COMPANIES

Iron Mountain Europe Limited

Iron Mountain (UK) Limited

Iron Mountain Nederland B.V.

                                     - 154 -
<Page>

                                   SCHEDULE 10

                         LMA CONFIDENTIALITY UNDERTAKING

                  [LETTERHEAD OF SELLER/SELLER'S AGENT/BROKER]

To:

                                                  [INSERT NAME OF POTENTIAL
                                                  PURCHASER/PURCHASER'S
                                                  AGENT/BROKER]


Re:     THE AGREEMENT

Borrower:

Date:

Amount:

Agent:


Dear Sirs

We understand that you are considering [acquiring](a)/[arranging the acquisition
of](b) an interest in the Agreement (the "ACQUISITION"). In consideration of us
agreeing to make available to you certain information, by your signature of a
copy of this letter you agree as follows:

1.      CONFIDENTIALITY UNDERTAKING

        You undertake (a) to keep the Confidential Information confidential and
        not to disclose it to anyone except as provided for by paragraph 2 below
        and to ensure that the Confidential Information is protected with
        security measures and a degree of care that would apply to your own
        confidential information, (b) to use the Confidential Information only
        for the Permitted Purpose, (c) to use all reasonable endeavours to
        ensure that any person to whom you pass any Confidential Information
        (unless disclosed under paragraph 2[(c)/(d)](c) below) acknowledges and
        complies with the provisions of this letter as if that person were also
        a party to it, and (d) not to make enquiries of any member of the Group
        or any of their officers, directors, employees or professional advisers
        relating directly or indirectly to the Acquisition.


(a) delete if addressee is acting as broker or agent.

(b) delete if addressee is acting as principal.

(c) delete as applicable.
                                     - 155 -
<Page>

2.      PERMITTED DISCLOSURE

        We agree that you may disclose Confidential Information:

        (a)         to members of the Purchaser Group and their officers,
                    directors, employees and professional advisers to the extent
                    necessary for the Permitted Purpose and to any auditors of
                    members of the Purchaser Group;(2)

        (b)         [subject to the requirements of the Agreement, in accordance
                    with the Permitted Purpose so long as any prospective
                    purchaser has delivered a letter to you in equivalent form
                    to this letter;]

        [(b/c)](3)  subject to the requirements of the Agreement, to any person
                    to (or through) whom you assign or transfer (or may
                    potentially assign or transfer) all or any of the rights,
                    benefits and obligations which you may acquire under the
                    Agreement or with (or through) whom you enter into (or may
                    potentially enter into) any sub-participation in relation
                    to, or any other transaction under which payments are to be
                    made by reference to, the Agreement or the Borrower or any
                    member of the Group in each case so long as that person has
                    delivered a letter to you in equivalent form to this letter;
                    and

        [(c/d)](3)  (i) where requested or required by any court of competent
                    jurisdiction or any competent judicial, governmental,
                    supervisory or regulatory body, (ii) where required by the
                    rules of any stock exchange on which the shares or other
                    securities of any member of the Purchaser Group are listed
                    or (iii) where required by the laws or regulations of any
                    country with jurisdiction over the affairs of any member of
                    the Purchaser Group.

3.      NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE

        You agree (to the extent permitted by law) to inform us of the full
        circumstances of any disclosure under paragraph 2[(c)/(d)](3) or upon
        becoming aware that Confidential Information has been disclosed in
        breach of this letter.

4.      RETURN OF COPIES

        If we so request in writing, you shall return all Confidential
        Information supplied to you by us and destroy or permanently erase all
        copies of Confidential Information made by you and use all reasonable
        endeavours to ensure that anyone to whom you have supplied any
        Confidential Information destroys or permanently erases such
        Confidential Information and any copies made by them, in each case save
        to the extent that you or the recipients are required to retain any such
        Confidential Information by any applicable law, rule or regulation or by
        any competent judicial, governmental, supervisory or regulatory body or
        in accordance with internal policy, or where the Confidential
        Information has been disclosed under paragraph 2[(c)/(d)](3) above.

                                     - 156 -
<Page>

5.      CONTINUING OBLIGATIONS

        The obligations in this letter are continuing and, in particular, shall
        survive the termination of any discussions or negotiations between you
        and us. Notwithstanding the previous sentence, the obligations in this
        letter shall cease (a) if you become a party to or otherwise acquire (by
        assignment or sub-participation) an interest, direct or indirect, in the
        Agreement or (b) twelve months after you have returned all Confidential
        Information supplied to you by us and destroyed or permanently erased
        all copies of Confidential Information made by you (other than any such
        Confidential Information or copies which have been disclosed under
        paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to
        paragraph 4 above, are not required to be returned or destroyed).

6.      NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

        You acknowledge and agree that:

        (a)    neither we, [nor our principal](d) nor any member of the Group
               nor any of our or their respective officers, employees or
               advisers (each a "RELEVANT PERSON") (i) make any representation
               or warranty, express or implied, as to, or assume any
               responsibility for, the accuracy, reliability or completeness of
               any of the Confidential Information or any other information
               supplied by us or the assumptions on which it is based or (ii)
               shall be under any obligation to update or correct any inaccuracy
               in the Confidential Information or any other information supplied
               by us or be otherwise liable to you or any other person in
               respect to the Confidential Information or any such information;
               and

        (b)    we [or our principal](4) or members of the Group may be
               irreparably harmed by the breach of the terms hereof and damages
               may not be an adequate remedy; each Relevant Person may be
               granted an injunction or specific performance for any threatened
               or actual breach of the provisions of this letter by you.

7.      NO WAIVER; AMENDMENTS, ETC

        This letter sets out the full extent of your obligations of
        confidentiality owed to us in relation to the information the subject of
        this letter. No failure or delay in exercising any right, power or
        privilege hereunder will operate as a waiver thereof nor will any single
        or partial exercise of any right, power or privilege preclude any
        further exercise thereof or the exercise of any other right, power or
        privileges hereunder. The terms of this letter and your obligations
        hereunder may only be amended or modified by written agreement between
        us.

8.      INSIDE INFORMATION

        You acknowledge that some or all of the Confidential Information is or
        may be price-sensitive information and that the use of such information
        may be regulated or

(d) delete if letter is sent out by the Seller rather than the Seller's broker
    or agent.

                                     - 157 -
<Page>

        prohibited by applicable legislation relating to insider dealing and
        you undertake not to use any Confidential Information for any unlawful
        purpose.

9.      NATURE OF UNDERTAKINGS

        The undertakings given by you under this letter are given to us and
        (without implying any fiduciary obligations on our part) are also given
        for the benefit of [our principal,](4) the Borrower and each other
        member of the Group.

10.     THIRD PARTY RIGHTS

        (a)    Subject to this paragraph 10 and to paragraphs 6 and 9, a person
               who is not a party to this letter has no right under the
               Contracts (Rights of Third Parties) Act 1999 (the "THIRD PARTIES
               ACT") to enforce or to enjoy the benefit of any term of this
               letter.

        (b)    The Relevant Persons may enjoy the benefit of the terms of
               paragraphs 6 and 9 subject to and in accordance with this
               paragraph 10 and the provisions of the Third Parties Act.

        (c)    The parties to this letter do not require the consent of the
               Relevant Persons to rescind or vary this letter at any time.

11.     GOVERNING LAW AND JURISDICTION

        (a)    This letter (including the agreement constituted by your
               acknowledgement of its terms) is governed by English law.

        (b)    The parties submit to the non-exclusive jurisdiction of the
               English courts.

12.     DEFINITIONS

        In this letter (including the acknowledgement set out below) terms
        defined in the Agreement shall, unless the context otherwise requires,
        have the same meaning and:

        "CONFIDENTIAL INFORMATION" means any information relating to the
        Borrower, the Group, the Agreement and/or the Acquisition provided to
        you by us or any of our affiliates or advisers, in whatever form, and
        includes information given orally and any document, electronic file or
        any other way of representing or recording information which contains or
        is derived or copied from such information but excludes information that
        (a) is or becomes public knowledge other than as a direct or indirect
        result of any breach of this letter or (b) is known by you before the
        date the information is disclosed to you by us or any of our affiliates
        or advisers or is lawfully obtained by you thereafter, other than from a
        source which is connected with the Group and which, in either case, as
        far as you are aware, has not been obtained in violation of, and is not
        otherwise subject to, any obligation of confidentiality;

                                     - 158 -
<Page>

        "GROUP" means the Borrower and each of its holding companies and
        subsidiaries and each subsidiary of each of its holding companies (as
        each such term is defined in the Companies Act 1985);

        "PERMITTED PURPOSE" means [subject to the terms of this letter, passing
        on information to a prospective purchaser for the purpose of](2)
        considering and evaluating whether to enter into the Acquisition; and

        "PURCHASER GROUP" means you, each of your holding companies and
        subsidiaries and each subsidiary of each of your holding companies (as
        each such term is defined in the Companies Act 1985).

Please acknowledge your agreement to the above by signing and returning the
enclosed copy.

Yours faithfully


-------------------------------
For and on behalf of

[Seller/Seller's agent/broker]

To:     [Seller]

[Seller's agent/broker]

The Borrower and each other member of the Group


We acknowledge and agree to the above:


-------------------------------
For and on behalf of

[POTENTIAL PURCHASER/PURCHASER'S AGENT/BROKER]

                                     - 159 -
<Page>

                                   SCHEDULE 11

                                     PART I

                          EXISTING RETAINED FACILITIES

<Table>
<Caption>
                                                                                  TOTAL COMMITMENT
                                                             PARTICULARS OF       AS AT THE DATE OF
COMPANY NAME                 EXISTING FACILITY               INDEBTEDNESS         THIS AGREEMENT
<S>                          <C>                              <C>                 <C>
Societe Civile Immobiliere   Credit Industriel et               [EURO]83,863          [EURO]83,863
du Chemin Cornillon          Commercial -
                             construction loan secured on
                             Paris building

Societe Civile Immobiliere   Banque du Credit Mutuel           [EURO]125,696         [EURO]125,696
du Chemin Cornillon          - construction loan secured
                             on Paris building

Societe Civile Immobiliere   Banque Nationale de Paris -       [EURO]207,154         [EURO]207,154
du Chemin Cornillon          construction loan secured on
                             Paris building

Iron Mountain Espana S.A.    Banco Santander - 10 year       [EURO]1,361,064       [EURO]1,500,000
                             mortgage loan secured on
                             Daganzo building

Iron Mountain Espana S.A.    Banco Sabadell - overdraft            In credit         [EURO]300,000
                             facility

Iron Mountain Espana S.A.    La Caixa - overdraft facility         In credit         [EURO]300,000

Iron Mountain Iberica S.L.   Banco Pastor - loan                 [EURO]1,725           [EURO]1,725

Iron Mountain Ireland        Bank of Scotland (formerly         [EURO]75,848          [EURO]75,848
Limited                      ICC Bank plc)- Racking loan

Iron Mountain Ireland        ACC Bank Asset Finance -            [EURO]8,308           [EURO]8,308
Limited                      Finance Lease (Lansing fork
                             lift)
Iron Mountain Nederland      ABN Onroerend Goed Lease B.V.  [EURO]247,877.50      [EURO]247,877.50
B.V.                         - Finance Lease

Iron Mountain Nederland      ABN Amro                          [EURO]104,056         [EURO]104,056
B.V.

Iron Mountain Nederland      Fortis Bank                        [EURO]75,203          [EURO]75,203
B.V.

</Table>

                                     - 160 -
<Page>

                                     - 161 -
<Page>

                                     PART II

                           EXISTING RETAINED SECURITY

<Table>
<Caption>
                                                                      MAXIMUM
                      DATE OF       TYPE OF                            AMOUNT          SHORT
  COMPANY NAME       CREATION       SECURITY          CHARGEE         SECURED       PARTICULARS
-------------------------------------------------------------------------------------------------
<S>                 <C>          <C>              <C>               <C>           <C>
Societe Civile      08/02/96     Guarantee/       Banque due         [EURO]125,696     Building
Immobiliere du                   Charge           Credit Mutuel
Chemin Cornillon

                    08/02/96     Guarantee/       BNP Paribas        [EURO]207,154     Building
                                 Charge

                    08/02/96     Guarantee/       CIS Bank            [EURO]83,863     Building
                                 Charge

Iron Mountain       26/12/02     Mortgage         Banco Santander  [EURO]1,500,000     Building
Espana S.A.

Iron Mountain       23/08/1996   Chattel
Ireland Limited                  Mortgage         Bank of
                                                  Scotland
                    26/06/1998   Chattel          (formerly ICC       [EURO]75,848     Racking
                                 Mortgage         Bank plc)
                    23/08/1996   Debenture

                    15/03/2001   Guarantee/       ACC Bank Asset       [EURO]8,308     Lansing FLT
                                 Charge           Finance
</Table>

                                     - 162 -
<Page>

<Table>
<S>                 <C>          <C>              <C>          <C>                  <C>
Iron Mountain                                                                       Land lease Schepenbergweg 1 in
Nederland B.V.                                                                      Amsterdam, recorded in the Land
                    1/11/1988    Deed of                                            Register as municipality of
                                 Mortgage         ABN                               Weesperkarspel, section M, number 254
                                                  Onroerend    [EURO]1,043,694.49
                    2/5/1989     Second Deed      Goed Lease
                                 of Mortgage      B.V.

Iron Mountain       25/11/1996   Pledges of       ABN Amro     [EURO]104,056        Bank Accounts:
Nederland B.V.      29/12/1997   bank accounts                                      (i)51.49.09.289
                    2/10/2000                                                       (ii)51.64.24.556


Iron Mountain                    Pledges of       Fortis Bank  [EURO]75,203         Bank Accounts:
Nederland B.V.                   bank accounts                                      (i)24.46.24.070
                                                                                    (ii)63.18.86.184
                                                                                    (iii)63.18.86.230

</Table>

                                     - 163 -
<Page>

                                   SCHEDULE 12

                            FORM OF LETTER OF CREDIT

To:     [BENEFICIARY](the "BENEFICIARY")

                                                                Date

                  IRREVOCABLE STANDBY LETTER OF CREDIT NO. [-]

At the request of [-], [ISSUING BANK] (the "ISSUING BANK") issues this
irrevocable standby Letter of Credit ("Letter of Credit") in your favour on the
following terms and conditions:

1.      DEFINITIONS

        In this Letter of Credit:

        "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
        banks are open for general business in [London].*

        "DEMAND" means a demand for a payment under this Letter of Credit in the
        form of the schedule to this Letter of Credit.

        "EXPIRY DATE" means [-].

        "TOTAL L/C AMOUNT" means [-].

2.      ISSUING BANK'S AGREEMENT

        (a)    The Beneficiary may request a drawing or drawings under this
               Letter of Credit by giving to the Issuing Bank a duly completed
               Demand. A Demand must be received by the Issuing Bank by [-] p.m.
               ([London] time) on the Expiry Date.

        (b)    Subject to the terms of this Letter of Credit, the Issuing Bank
               unconditionally and irrevocably undertakes to the Beneficiary
               that, within [ten] Business Days of receipt by it of a Demand, it
               must pay to the Beneficiary the amount demanded in that Demand.

        (c)    The Issuing Bank will not be obliged to make a payment under this
               Letter of Credit if as a result the aggregate of all payments
               made by it under this Letter of Credit would exceed the Total L/C
               Amount.

3.      EXPIRY

        (a)    The Issuing Bank will be released from its obligations under this
               Letter of Credit on the date (if any) notified by the Beneficiary
               to the Issuing Bank as the date upon which the obligations of the
               Issuing Bank under this Letter of Credit are released.

                                     - 164 -
<Page>

        (b)    Unless previously released under paragraph (a) above, on [-]
               p.m.([London] time) on the Expiry Date the obligations of the
               Issuing Bank under this Letter of Credit will cease with no
               further liability on the part of the Issuing Bank except for any
               Demand validly presented under the Letter of Credit that remains
               unpaid.

        (c)    When the Issuing Bank is no longer under any further obligations
               under this Letter of Credit, the Beneficiary must return the
               original of this Letter of Credit to the Issuing Bank.

4.      PAYMENTS

        All payments under this Letter of Credit shall be made in [o ] and for
        value on the due date to the account of the Beneficiary specified in the
        Demand.

5.      DELIVERY OF DEMAND

        Each Demand shall be in writing, and, unless otherwise stated, may be
        made by letter, fax or telex and must be received in legible form by the
        Issuing Bank at its address and by the particular department or office
        (if any) as follows:

        [



                                 ]

6.      ASSIGNMENT

        The Beneficiary's rights under this Letter of Credit may not be assigned
        or transferred.

7.      ISP

        Except to the extent it is inconsistent with the express terms of this
        Letter of Credit, this Letter of Credit is subject to the International
        Standby Practices (ISP 98), International Chamber of Commerce
        Publication No. 590.

8.      GOVERNING LAW

        This Letter of Credit is governed by English law.

9.      JURISDICTION

        The courts of England have exclusive jurisdiction to settle any dispute
        arising out of or in connection with this Letter of Credit.

                                     - 165 -
<Page>

Yours faithfully


[ISSUING BANK]

By:


NOTES:

*       This may need to be amended depending on the currency of payment under
        the Letter of Credit.

                                     - 166 -
<Page>

                                   SIGNATURES

THE PARENT

IRON MOUNTAIN EUROPE LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

Attention:              Finance Director


THE ORIGINAL BORROWERS

IRON MOUNTAIN EUROPE LIMITED

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

IRON MOUNTAIN (UK) LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

DOCUMENT AND INFORMATION MANAGEMENT SERVICES LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

                                     - 167 -
<Page>

THE ORIGINAL GUARANTORS

IRON MOUNTAIN EUROPE LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

IRON MOUNTAIN (UK) LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

DOCUMENT AND INFORMATION MANAGEMENT SERVICES LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

THE DOCUMENT STORAGE COMPANY LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

                                     - 168 -
<Page>

IRON MOUNTAIN HOLDINGS (EUROPE) LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

MILLER DATA MANAGEMENT LIMITED

By:  /s/

Address:                Third Floor
                        Cottons Centre
                        Tooley Street
                        London SE1 2TT

Fax:                    020 7 939 1507

IRON MOUNTAIN IRELAND (HOLDINGS) LIMITED

By:  /s/

Address:                Unit 17
                        Crag Terrace
                        Clondalkin Industrial Estate
                        Dublin 22

Fax:                    + 353 (0) 1 457 1023


IRON MOUNTAIN IRELAND LIMITED

By:  /s/

Address:                Unit 17
                        Crag Terrace
                        Clondalkin Industrial Estate
                        Dublin 22

Fax:                    + 353 (0) 1 457 1023

                                     - 169 -
<Page>

IRON MOUNTAIN NEDERLAND HOLDINGS B.V.

By:  /s/

Address:                Cairostraat 1
                        3047 BB Rotterdam
                        Nederland

Fax:                    + 31 (0) 10462 4120


IRON MOUNTAIN NEDERLAND B.V.

By:  /s/

Address:                Cairostraat 1
                        3047 BB Rotterdam
                        Nederland

Fax:                    + 31 (0) 10462 4120


THE ARRANGERS

BARCLAYS CAPITAL (THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC)

By:  /s/

Address:                5 The North Colonnade
                        Canary Wharf
                        London E14 4BB

Fax:                    020 7 773 1572

Attention:              John Loomes


THE GOVERNOR & COMPANY OF THE BANK OF SCOTLAND

By:  /s/

Address:                3rd Floor
                        New Uberior House
                        11 Earl Grey Street
                        Edinburgh

Fax:                    0131 659 0674

Attention:              Fiona Ross

                                     - 170 -
<Page>

THE FACILITY AGENT

THE GOVERNOR & COMPANY OF THE BANK OF SCOTLAND

By:  /s/

Address:                Corporate Banking
                        123 St Vincent Street
                        Glasgow
                        G2 5EA

Fax:                    0141 207 1205

Attention:              Alison Campbell


THE SECURITY TRUSTEE

THE GOVERNOR & COMPANY OF THE BANK OF SCOTLAND

By:  /s/

Address:                Corporate Banking
                        123 St Vincent Street
                        Glasgow
                        G2 5EA

Fax:                    0141 207 1205

Attention:              Alison Campbell


THE LENDERS

ALLIED IRISH BANKS, P.L.C.

By:  /s/

Address:                Corporate Operations
                        AIB Bankcentre
                        Ballsbridge
                        Dublin 4
                        Ireland

Fax:                    020 7 726 8735

Attention:              Antoinette Dunleavy

                                     - 171 -
<Page>

BARCLAYS BANK PLC

By:  /s/

Address:                Barclays Capital Global Services Unit
                        7th Floor
                        10 The South Colonnade
                        Canary Wharf
                        London E14 4BB

Fax:                    020 7 773 6807

Attention:              Graham Smart


BEAR STEARNS CORPORATE LENDING INC.

By:  /s/

Address:                One Canada Square
                        Canary Wharf
                        London E14 5AD

Fax:                    020 7 516 5966

Attention:              Neils Ribeiro


HSBC BANK PLC

By:  /s/

Address:                Specialised Financing
                        8 Stephenson Place
                        New Street
                        Birmingham B2 4NH

Fax:                    0121 252 2652

Attention:              Sharon Hill

                                     - 172 -
<Page>

LLOYDS TSB BANK PLC

By:  /s/

Address:                Corporate Banking
                        PO Box 908
                        125 Colmore Row
                        Birmingham B3 2DS

Fax:                    0121 212 0861

Attention:


THE GOVERNOR & COMPANY OF THE BANK OF SCOTLAND

By:  /s/

Address:                Corporate Banking
                        123 St Vincent Street
                        Glasgow G2 5EA

Fax:                    0141 207 1205

Attention:              Alison Campbell


THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

By:  /s/

Address:                Corporate Relationship Banking
                        Eastcheap Court
                        11 Philpot Lane
                        London
                        EC3M 8BA

Fax:                    020 7 626 2405

Attention:              Brendan Gilmore/Will Haywood

                                     - 173 -

</TEXT>
</DOCUMENT>
