
<PAGE>
 
________________________________________________________________________________


                      NOTE REGISTRATION RIGHTS AGREEMENT

                           Dated as of July 23, 1996

                                by and between

                              PIERCE LEAHY CORP.

                                      and

                       CIBC WOOD GUNDY SECURITIES CORP.
                             as Initial Purchaser



________________________________________________________________________________
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.   Definitions...........................................................   1

2.   Exchange Offer........................................................   5

3.   Shelf Registration....................................................   8

4.   Additional Interest...................................................  10

5.   Registration Procedures...............................................  11

6.   Registration Expenses.................................................  23

7.   Indemnification.......................................................  24

8.   Rules 144 and 144A....................................................  28

9.   Underwritten Registrations............................................  28

10.  Miscellaneous.........................................................  29

     a.    Remedies........................................................  29
     b.    Enforcement.....................................................  29
     c.    No Inconsistent Agreements......................................  29
     d.    Adjustments Affecting Registrable Notes.........................  29
     e.    Amendments and Waivers..........................................  29
     f.    Notices.........................................................  30
     g.    Successors and Assigns..........................................  30
     h.    Counterparts....................................................  31
     i.    Headings........................................................  31
     j.    Governing Law...................................................  31
     k.    Severability....................................................  31
     l.    Entire Agreement................................................  31
     m.    Notes Held by the Company or Its Affiliates.....................  31
</TABLE>

                                      -i-
<PAGE>
 
          NOTE REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of July
23, 1996, by and between PIERCE LEAHY CORP., a New York corporation (the
"Company"), and CIBC WOOD GUNDY SECURITIES CORP., as initial purchaser (the
"Initial Purchaser").

          This Agreement is entered into in connection with the Securities
Purchase Agreement, dated as of July 17, 1996, by and between the Company and
the Initial Purchaser (the "Purchase Agreement") relating to the sale by the
Company to the Initial Purchaser of $200,000,000 aggregate principal amount of
11 1/8% Senior Subordinated Notes due 2006 of the Company (the "Notes"). In
order to induce the Initial Purchaser to enter into the Purchase Agreement, the
Company has agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchaser. The execution and delivery
of this Agreement is a condition to the Initial Purchaser's obligation to
purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

1.   Definitions
     -----------

          As used in this Agreement, the following terms shall have the
following meanings:

          Additional Interest:  See Section 4(a).
          -------------------                    

          Advice:  See Section 5.
          ------                 

          Applicable Period:  See Section 2(b).
          -----------------                    

          Closing:  See the Purchase Agreement.
          -------                              

          Company:  See the introductory paragraph to this Agreement.
          -------                                                    

          Effectiveness Date:  The 135th day after the Issue Date.
          ------------------                                      

          Effectiveness Period:  See Section 3(a).
          --------------------                    

          Event Date:  See Section 4(b).
          ----------                    

          Exchange Act:  The Securities Exchange Act of 1934, as amended, and
          ------------                                                       
the rules and regulations of the SEC promulgated thereunder.

          Exchange Notes:  See Section 2(a).
          --------------                    

          Exchange Offer:  See Section 2(a).
          --------------                    
<PAGE>
 
                                     -2- 

          Exchange Registration Statement:  See Section 2(a).
          -------------------------------                    

          Filing Date:  The 45th day after the Issue Date.
          -----------                                     

          Holder:  Any holder of a Registrable Note or Registrable Notes.
          ------                                                         

          Indemnified Person:  See Section 7(c).
          ------------------                    

          Indemnifying Person:  See Section 7(c).
          -------------------                    

          Indenture:  The Indenture, dated as of July 15, 1996, by and between
          ---------                                                           
the Company and United States Trust Company of New York, as trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.

          Initial Purchaser:  See the introductory paragraph to this Agreement.
          -----------------                                                    

          Initial Shelf Registration:  See Section 3(a).
          --------------------------                    

          Inspectors:  See Section 5(o).
          ----------                    

          Issue Date:  The date on which the original Notes are sold to the
          ----------                                                       
Initial Purchaser pursuant to the Purchase Agreement.

          Lien:  See the Indenture.
          ----                     

          NASD:  See Section 5(t).
          ----                    

          Notes:  See the introductory paragraphs to this Agreement.
          -----                                                     

          Participant:  See Section 7(a).
          -----------                    

          Participating Broker-Dealer:  See Section 2(b).
          ---------------------------                    

          Person:  An individual, corporation, partnership, joint venture,
          ------                                                          
association, joint stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

          Private Exchange:  See Section 2(b).
          ----------------                    

          Private Exchange Notes:  See Section 2(b).
          ----------------------                    
<PAGE>
 
                                     - 3 -

          Prospectus:  The prospectus included in any Registration Statement
          ----------                                                        
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Notes covered by such Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

          Purchase Agreement:  See the introductory paragraphs to this
          ------------------                                          
Agreement.

          Records:  See Section 5(o).
          -------                    

          Registrable Notes:  The Notes upon original issuance of the Notes and
          -----------------                                                    
at all times subsequent thereto and, if issued, the Private Exchange Notes,
until in the case of any such Notes or any such Private Exchange Notes, as the
case may be, (i) a Registration Statement covering such Notes or such Private
Exchange Notes has been declared effective by the SEC and such Notes or such
Private Exchange Notes, as the case may be, have been disposed of in accordance
with such effective Registration Statement, (ii) such Notes or such Private
Exchange Notes, as the case may be, are sold in compliance with Rule 144, (iii)
in the case of any Note, the Exchange Offer has been consummated, (iv) such
Notes or such Private Exchange Notes, as the case may be, cease to be
outstanding or (v) three years have passed from the Issue Date.

          Registration Default:  See Section 4(a).
          --------------------                    

          Registration Statement:  Any registration statement of the Company,
          ----------------------                                             
including, but not limited to, the Exchange Registration Statement, which covers
any of the Registrable Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

          Rule 144:  Rule 144 promulgated under the Securities Act, as such Rule
          --------                                                              
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that
<PAGE>
 
                                      -4-

are not affiliates of an issuer of such securities being free of the
registration and prospectus delivery requirements of the Securities Act.

          Rule 144A:  Rule 144A promulgated under the Securities Act, as such
          ---------                                                          
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

          Rule 415:  Rule 415 promulgated under the Securities Act, as such Rule
          --------                                                              
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          SEC:  The Securities and Exchange Commission.
          ---                                          

          Securities Act:  The Securities Act of 1933, as amended, and the rules
          --------------                                                        
and regulations of the SEC promulgated thereunder.

          Shelf Notice:  See Section 2(c).
          ------------                    

          Shelf Registration:  See Section 3(b).
          ------------------                    

          Subsequent Shelf Registration:  See Section 3(b).
          -----------------------------                    

          TIA:  The Trust Indenture Act of 1939, as amended.
          ---                                               

          Trustee:  The trustee under the Indenture and, if existent, the
          -------                                                        
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).

          Underwritten registration or underwritten offering:  A registration in
          --------------------------------------------------                    
which securities of the Company are sold to an underwriter(s) for reoffering to
the public.

2.   Exchange Offer
     --------------

          (a)  The Company agrees to use its best efforts to file with the SEC
as soon as practicable after the Closing, but in no event later than the Filing
Date, an offer to exchange (the "Exchange Offer") any and all of the Notes for a
like aggregate principal amount of debt securities of the Company which are
identical to the Notes (the "Exchange Notes") (and which are entitled to the
benefits of the Indenture or a trust indenture which is substantially identical
to the Indenture (other than such
<PAGE>
 
                                    -5-    

changes to the Indenture or any such identical trust indenture as are necessary
to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA), except that the Exchange Notes shall have been
registered pursuant to an effective Registration Statement under the Securities
Act.  The Exchange Offer will be registered under the Securities Act on an
appropriate form (the "Exchange Registration Statement") and will comply with
all applicable tender offer rules and regulations under the Exchange Act.  The
Company agrees to use its best efforts to (x) cause the Exchange Registration
Statement to become effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or
longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 60th day following the date on which the Exchange Registration Statement is
declared effective.  Each Holder who participates in the Exchange Offer will be
required to represent that any Exchange Notes received by it will be acquired in
the ordinary course of its business, that at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
person to participate in the distribution of the Exchange Notes, and that such
Holder is not an affiliate of the Company within the meaning of Rule 405
promulgated under the Securities Act or if it is such an affiliate, that it will
comply with the registration and prospectus delivery requirements of the
Securities Act, to the extent applicable.  Upon consummation of the Exchange
Offer in accordance with this Section 2, the provisions of this Agreement shall
continue to apply, mutatis mutandis, solely with respect to Registrable Notes
                   ----------------                                          
that are Private Exchange Notes and Exchange Notes held by Participating Broker-
Dealers (as defined below), and the Company shall have no further obligation to
register Registrable Notes (other than  Private Exchange Notes and Exchange
Notes held by Participating Broker-Dealers) pursuant to Section 3 of this
Agreement.

          (b)  The Company shall include within the Prospectus contained in the
Exchange Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchaser, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act)
of Exchange Notes received by such broker-dealer in the Exchange Offer (a
"Participating Broker-Dealer"), whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or policies, in
the reasonable
<PAGE>
 
                                      -6-

judgment of the Initial Purchaser, represent the prevailing views of the staff
of the SEC.  Such "Plan of Distribution" section shall also allow the use of the
Prospectus by all persons subject to the prospectus delivery requirements of the
Securities Act, including all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes.

          The Company shall use its best efforts to keep the Exchange
Registration Statement effective and to amend and supplement the Prospectus
contained therein, in order to permit such Prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Notes, provided that such period shall not
                                       --------
exceed 180 days (or such longer period if extended pursuant to the last
paragraph of Section 5) after the date of the consummation of the Exchange Offer
(the "Applicable Period").

          If, prior to consummation of the Exchange Offer, the Initial Purchaser
holds any Notes acquired by it and having, or which are reasonably likely to be
determined to have, the status as an unsold allotment in the initial
distribution, the Company upon the request of the Initial Purchaser shall,
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
issue and deliver to the Initial Purchaser, in exchange (the "Private Exchange")
for the Notes held by such Initial Purchaser, a like principal amount of debt
securities of the Company that are identical in all material respects to the
Exchange Notes (the "Private Exchange Notes") (and which are issued pursuant to
the same indenture as the Exchange Notes). The Private Exchange Notes shall bear
the same CUSIP number as the Exchange Notes. Interest on the Exchange Notes and
any Private Exchange Notes will accrue from (A) the later of (i) the last
interest payment date on which interest was paid on the Notes surrendered in
exchange therefor or (ii) if the Notes are surrendered for exchange on a date in
a period which includes the record date for an interest payment date to occur on
or after the date of such exchange and as to which interest will be paid, the
date of such interest payment date or (B), if no interest has been paid on the
Notes, from the Issue Date.

          In connection with the Exchange Offer, the Company shall:

          (i)  mail to each Holder a copy of the Prospectus forming part of the
     Exchange Registration Statement, together with an appropriate letter of
     transmittal and related documents;
<PAGE>
 
                                     -7-

         (ii)  utilize the services of a depositary for the Exchange Offer
     with an address in the Borough of Manhattan, The City of New York; and

        (iii)  permit Holders to withdraw tendered Notes at any time prior to
     the close of business, New York time, on the last business day on which the
     Exchange Offer shall remain open.

          As soon as practicable after the close of the Exchange Offer or the
Private Exchange, as the case may be, the Company shall:

          (i)  accept for exchange all Notes tendered and not validly withdrawn
     pursuant to the Exchange Offer or the Private Exchange;

         (ii)  deliver to the Trustee for cancellation all Notes so accepted for
     exchange; and

        (iii)  cause the Trustee to authenticate and deliver promptly to each
     Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may
     be, equal in principal amount to the Notes of such Holder so accepted for
     exchange.

          The Exchange Notes and the Private Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture substantially identical to the Indenture,
which in either event will provide that the Exchange Notes will not be subject
to the transfer restrictions set forth in the Indenture and that the Exchange
Notes, the Private Exchange Notes and the Notes will vote and consent together
on all matters as one class and that neither the Exchange Notes, the Private
Exchange Notes nor the Notes will have the right to vote or consent as a
separate class on any matter.

          (c)  If (1) prior to the consummation of the Exchange Offer, the
Company or Holders of at least a majority in aggregate principal amount of the
Registrable Notes reasonably determine in good faith that (i) the Exchange Notes
would not, upon receipt, be tradeable by such Holders which are not affiliates
(within the meaning of the Securities Act) of the Company without restriction
under the Securities Act and without restrictions under applicable state
securities laws, (ii) the interests of the Holders under this Agreement would be
adversely affected by the consummation of the Exchange Offer or (iii) after
conferring with counsel, the SEC is unlikely to permit the consummation of the
Exchange Offer prior to the Effectiveness Date, (2) subsequent to the
consummation of the Private Exchange, any holder of the Private Exchange Notes
so
<PAGE>
 
                                       -8-                     

requests, provided, that any such holder shall not be entitled to make any
          --------                                                        
request pursuant to this Section 2(c)(2) unless at the time it so requests it is
the holder of at least $25 million in aggregate principal amount of the Private
Exchange Notes or (3) the Exchange Offer is commenced and not consummated within
180 days of the date of this Agreement, then the Company shall promptly deliver
to the Holders and the Trustee written notice thereof (the "Shelf Notice") and
shall file an Initial Shelf Registration pursuant to Section 3. Following the
delivery of a Shelf Notice to the Holders of Registrable Notes (in the
circumstances contemplated by clauses (1) and (3) of the preceding sentence),
the Company shall not have any further obligation to conduct the Exchange Offer
or the Private Exchange under this Section 2.

3.   Shelf Registration
     ------------------

          If a Shelf Notice is delivered as contemplated by Section 2(c), then:

          (a) Initial Shelf Registration.  The Company shall prepare and file
              --------------------------                                     
with the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial
Shelf Registration"). If the Company shall have not yet filed an Exchange
Registration Statement, the Company shall use its best efforts to file with the
SEC the Initial Shelf Registration on or prior to the Filing Date. In any other
instance, the Company shall use its best efforts to file with the SEC the
Initial Shelf Registration within 30 days of the delivery of the Shelf Notice.
The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by such Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Company shall not permit any securities other
than the Registrable Notes to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below). The Company shall use its
best efforts to cause the Initial Shelf Registration to be declared effective
under the Securities Act on or prior to the Effectiveness Date and to keep the
Initial Shelf Registration continuously effective under the Securities Act until
three years from the Issue Date (the "Effectiveness Period"), or such shorter
period ending when (i) all Registrable Notes covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all
of the Registrable Notes has been declared effective under the Securities Act.
<PAGE>
 
                                      -9-

          (b)  Subsequent Shelf Registrations.  If the Initial Shelf 
               ------------------------------                                 
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (prior to the sale of all of
the securities registered thereunder), the Company shall use its best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 45 days of such cessation of effectiveness amend
the Shelf Registration in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional "shelf"
Registration Statement pursuant to Rule 415 covering all of the Registrable
Notes (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is
filed, the Company shall use its best efforts to cause the Subsequent Shelf
Registration to be declared effective as soon as practicable after such filing
and to keep such Registration Statement continuously effective during the
Effectiveness Period. As used herein the term "Shelf Registration" means the
Initial Shelf Registration and any Subsequent Shelf Registration.

          (c) Supplements and Amendments.  The Company shall promptly supplement
              --------------------------                                        
and amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter(s) of such
Registrable Notes.

4.   Additional Interest
     -------------------

          (a) The Company and the Initial Purchaser agree that the Holders of
Registrable Notes will suffer damages if the Company fails to fulfill its
obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay additional interest on the Notes ("Additional
Interest") under the circumstances set forth below:

          (i) if neither the Exchange Registration Statement nor the Initial
     Shelf Registration has been filed on or prior to the Filing Date;

         (ii) if neither the Exchange Registration Statement nor the Initial
     Shelf Registration has been declared effective on or prior to the
     Effectiveness Date; and/or

        (iii) if either (A) the Company has not exchanged the Exchange Notes for
     all Notes validly tendered in accordance
<PAGE>
 
                                       -10-

     with the terms of the Exchange Offer on or prior to 60 days after the date
     on which the Exchange Registration Statement was declared effective or (B)
     the Exchange Registration Statement ceases to be effective at any time
     prior to the time that the Exchange Offer is consummated or (C) if
     applicable, the Shelf Registration has been declared effective and such
     Shelf Registration ceases to be effective at any time prior to the earlier
     of the date on which all Registrable Notes covered by the Shelf
     Registration have been sold in the manner set forth and as contemplated in
     the Shelf Registration or the third anniversary of the Issue Date;

(each such event referred to in clauses (i) through (iii) above is a
"Registration Default"), the sole remedy available to holders of the Notes will
be the immediate accrual of Additional Interest as follows:  the per annum
interest rate on the Notes will increase by 50 basis points upon the occurrence
of a Registration Default; and the per annum interest rate will increase by an
additional 25 basis points for each subsequent 90-day period during which the
Registration Default remains uncured, up to a maximum additional interest rate
of 200 basis points per annum, provided, however, that (1) upon the filing of
                               --------  -------                             
the Exchange Registration Statement or the Initial Shelf Registration (in the
case of (i) above), (2) upon the effectiveness of the Exchange Registration
Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the
exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A)
above), or upon the effectiveness of the Exchange Registration Statement which
had ceased to remain effective (in the case of (iii)(B) above), or upon the
effectiveness of the Shelf Registration which had ceased to remain effective (in
the case of (iii)(C) above), Additional Interest on the Notes as a result of
such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case
may be, shall cease to accrue and the interest rate on the Notes will revert to
the interest rate originally borne by the Notes and provided, further, that in
                                                    --------  -------         
the case of a Registration Default under (iii)(c) above, Additional Interest
will only be payable with respect to Notes so long as they are Registrable
Notes.

          (b) The Company shall notify the Trustee within one business day after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date").  Any amounts of Additional
Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semi-annually on each January 15 and July 15 (to the Holders of
record on the January 1 and July 1 immediately preceding such dates), commencing
with the first such date occurring after any such Additional Interest commences
to accrue.  The amount of
<PAGE>
 
                                     -11-

Additional Interest with respect to each Note will be determined by multiplying
the applicable Additional Interest rate by the principal amount of such Note,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

5.   Registration Procedures
     -----------------------

          In connection with the registration of any Registrable Notes or
Private Exchange Notes pursuant to Section 2 or 3 hereof, the Company shall
effect such registrations to permit the sale of such Registrable Notes or
Private Exchange Notes in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall:

          (a)  Prepare and file with the SEC, prior to the Filing Date, a
     Registration Statement or Registration Statements as prescribed by Section
     2 or 3, and to use its best efforts to cause each such Registration
     Statement to become effective and remain effective as provided herein,
     provided that, if (1) such filing is pursuant to Section 3, or (2) a
     --------                                                            
     Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, before filing any Registration Statement or Prospectus
     or any amendments or supplements thereto, the Company shall, if requested,
     furnish to and afford the Holders of the Registrable Notes and each such
     Participating Broker-Dealer, as the case may be, covered by such
     Registration Statement, their counsel and the managing underwriter(s), if
     any, a reasonable opportunity to review copies of all such documents
     (including copies of any documents to be incorporated by reference therein
     and all exhibits thereto) proposed to be filed (at least 5 business days
     prior to such filing).  The Company shall not file any Registration
     Statement or Prospectus or any amendments or supplements thereto in respect
     of which the Holders must be afforded an opportunity to review prior to the
     filing of such document, if the Holders of a majority in aggregate
     principal amount of the Registrable Notes covered by such Registration
     Statement, or such Participating Broker-Dealer, as the case may be, their
     counsel, or the managing underwriter(s), if any, shall reasonably object 
     provided, however, during any delay in meeting the time frames contemplated
     --------  -------                                                          
     by Section 4 hereof as a result of actions of any Holder of Registrable
     Notes, no Additional Interest shall accrue or be payable to such Holder.
<PAGE>
 
                                     -12-

          (b) Prepare and file with the SEC such amendments and post-effective
     amendments to each Shelf Registration or Exchange Registration Statement,
     as the case may be, as may be necessary to keep such Registration
     Statement continuously effective for the Effectiveness Period or the
     Applicable Period, as the case may be; cause the related Prospectus to be
     supplemented by any prospectus supplement required by applicable law, and
     as so supplemented to be filed pursuant to Rule 424 (or any similar
     provisions then in force) under the Securities Act; and comply with the
     provisions of the Securities Act, the Exchange Act and the rules and
     regulations of the SEC promulgated thereunder applicable to them with
     respect to the disposition of all securities covered by such Registration
     Statement as so amended or in such Prospectus as so supplemented and with
     respect to the subsequent resale of any securities being sold by a
     Participating Broker-Dealer covered by any such Prospectus; the Company
     shall be deemed not to have used its best efforts to keep a Registration
     Statement effective during the Applicable Period if it voluntarily takes
     any action that would result in selling Holders of the Registrable Notes
     covered thereby or Participating Broker-Dealers seeking to sell Exchange
     Notes not being able to sell such Registrable Notes or such Exchange Notes
     during that period unless such action is required by applicable law or
     unless the Company complies with this Agreement, including without
     limitation, the provisions of clause 5(c)(v) below.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, notify the selling Holders of Registrable Notes, or each
     such Participating Broker-Dealer, as the case may be, their counsel and the
     managing underwriter(s), if any, promptly (but in any event within two
     business days), and confirm such notice in writing, (i) when a Prospectus
     or any prospectus supplement or post-effective amendment thereto has been
     filed, and, with respect to a Registration Statement or any post-effective
     amendment thereto, when the same has become effective (including in such
     notice a written statement that any Holder may, upon request, obtain,
     without charge, one conformed copy of such Registration Statement or post-
     effective amendment thereto including financial statements and schedules,
     documents incorporated or deemed to be incorporated by reference and
     exhibits), (ii) of the issuance by the SEC of any stop order suspending
     the
<PAGE>
 
                                     -13-

     effectiveness of a Registration Statement or of any order preventing or
     suspending the use of any preliminary Prospectus or the initiation of any
     proceedings for that purpose, (iii) if at any time when a Prospectus is
     required by the Securities Act to be delivered in connection with sales of
     the Registrable Notes the representations and warranties of the Company
     contained in any agreement (including any underwriting agreement)
     contemplated by Section 5(n) below cease to be true and correct, (iv) of
     the receipt by the Company of any notification with respect to the
     suspension of the qualification or exemption from qualification of a
     Registration Statement or any of the Registrable Notes or the Exchange
     Notes to be sold by any Participating Broker-Dealer for offer or sale in
     any jurisdiction, or the initiation or threatening of any proceeding for
     such purpose, (v) of the happening of any event or any information becoming
     known that makes any statement made in such Registration Statement or
     related Prospectus or any document incorporated or deemed to be
     incorporated therein by reference untrue in any material respect or that
     requires the making of any changes in, or amendments or supplements to,
     such Registration Statement, Prospectus or documents so that, in the case
     of the Registration Statement, it will not contain any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     that in the case of the Prospectus, it will not contain any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading, and (vi)
     the Company's reasonable determination that a post-effective amendment to a
     Registration Statement would be appropriate.

          (d) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, use its best efforts to prevent the issuance of any
     order suspending the effectiveness of a Registration Statement or of any
     order preventing or suspending the use of a Prospectus or suspending the
     qualification (or exemption from qualification) of any of the Registrable
     Notes or the Exchange Notes to be sold by any Participating Broker-Dealer,
     for sale in any jurisdiction, and, if any such order is issued, to use its
     best efforts to
<PAGE>
 
                                     -14-

     obtain the withdrawal of any such order at the earliest possible moment.

          (e) If a Shelf Registration is filed pursuant to Section 3 and if
     reasonably requested by the managing underwriter(s), if any, or the Holders
     of a majority in aggregate principal amount of the Registrable Notes being
     sold in connection with an underwritten offering, (i) promptly incorporate
     in a Prospectus supplement or post-effective amendment thereto such
     information as the managing underwriter(s), if any, or such Holders
     reasonably request to be included therein, (ii) make all required filings
     of such Prospectus supplement or such post-effective amendment thereto as
     soon as practicable after the Company has received notification of the
     matters to be incorporated in such Prospectus supplement or post-effective
     amendment thereto and (iii) supplement or make amendments to such
     Registration Statement.

          (f) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, furnish to each selling Holder of Registrable Notes and
     to each such Participating Broker-Dealer who so requests and to counsel and
     the managing underwriter(s), if any, without charge, one conformed copy of
     the Registration Statement or Registration Statements and each post-
     effective amendment thereto, including financial statements and schedules,
     and, if requested, all documents incorporated or deemed to be incorporated
     therein by reference and all exhibits.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, deliver to each selling Holder of Registrable Notes, or
     each such Participating Broker-Dealer, as the case may be, their counsel,
     and the managing underwriter or underwriters, if any, without charge, as
     many copies of the Prospectus or Prospectuses (including each form of
     preliminary Prospectus) and each amendment or supplement thereto and any
     documents incorporated by reference therein as such Persons may reasonably
     request; and, subject to the last paragraph of this Section 5, the Company
     hereby consents to
<PAGE>
 
                                     -15-

     the use of such Prospectus and each amendment or supplement thereto by each
     of the selling Holders of Registrable Notes or each such Participating
     Broker-Dealer, as the case may be, and the managing underwriter or
     underwriters or agents, if any, and dealers (if any), in connection with
     the offering and sale of the Registrable Notes covered by or the sale by
     Participating Broker-Dealers of the Exchange Notes pursuant to such
     Prospectus and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Notes or any delivery
     of a Prospectus contained in the Exchange Registration Statement by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, to use its best efforts to register or qualify, and to
     cooperate with the selling Holders of Registrable Notes or each such
     Participating Broker-Dealer, as the case may be, the managing underwriter
     or underwriters, if any, and their respective counsel in connection with
     the registration or qualification (or exemption from such registration or
     qualification) of such Registrable Notes or Exchange Notes for offer and
     sale under the securities or Blue Sky laws of such jurisdictions within the
     United States as any selling Holder, Participating Broker-Dealer, or the
     managing underwriter or underwriters, if any, reasonably request in
     writing, provided that where Exchange Notes held by Participating Broker-
              --------                                                       
     Dealers or Registrable Notes are offered other than through an underwritten
     offering, the Company agrees to cause its counsel to perform Blue Sky
     investigations and file registrations and qualifications required to be
     filed pursuant to this Section 5(h); keep each such registration or
     qualification (or exemption therefrom) effective during the period such
     Registration Statement is required to be kept effective and do any and all
     other acts or things reasonably necessary or advisable to enable the
     disposition in such jurisdictions of the Exchange Notes held by
     Participating Broker-Dealers or the Registrable Notes covered by the
     applicable Registration Statement; provided that the Company shall not be
                                        --------                              
     required to (A) qualify generally to do business in any jurisdiction where
     it is not then so qualified, (B) take any action that would subject it to
     general service of process in any such jurisdiction where it is not then so
     subject or (C) subject itself to taxation in excess of a nominal dollar
     amount in any such jurisdiction.

          (i) If a Shelf Registration is filed pursuant to Section 3, cooperate
     with the selling Holders of Registrable Notes and the managing underwriter
     or underwriters, if any, to facilitate the timely preparation and delivery
     of certificates
<PAGE>
 
                                     -16-

     representing Registrable Notes to be sold, which certificates shall not
     bear any restrictive legends and shall be in a form eligible for deposit
     with The Depository Trust Company; and enable such Registrable Notes to be
     in such denominations and registered in such names as the managing
     underwriter or underwriters, if any, or Holders may reasonably request and
     which are consistent with the terms of the indenture under which the
     Registrable Notes are issued.

          (j) Use its best efforts to cause the Registrable Notes covered by the
     Registration Statement to be registered with or approved by such other
     governmental agencies or authorities as may be necessary to enable the
     seller or sellers thereof or the managing underwriter or underwriters, if
     any, to consummate the disposition of such Registrable Notes, except as may
     be required solely as a consequence of the nature of such selling Holder's
     business, in which case the Company will cooperate in all reasonable
     respects with the filing of such Registration Statement and the granting of
     such approvals at such sellers' cost and expense.

          (k) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, upon the occurrence of any event contemplated by
     paragraph 5(c)(v) or 5(c)(vi) above, as promptly as reasonably practicable
     prepare and (subject to Section 5(a) above) file with the SEC, at the
     expense of the Company, a supplement or post-effective amendment to the
     Registration Statement or a supplement to the related Prospectus or any
     document incorporated or deemed to be incorporated therein by reference, or
     file any other required document so that, as thereafter delivered to the
     purchasers of the Registrable Notes being sold thereunder or to the
     purchasers of the Exchange Notes to whom such Prospectus will be delivered
     by a Participating Broker-Dealer during the Applicable Period, any such
     Prospectus will not contain an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

          (l) Use its best efforts to cause the Registrable Notes covered by a
     Registration Statement or the Exchange Notes sold by a Participating
     Broker-Dealer during the Applicable Period, as the case may be, to be rated
     with the appropriate rating
<PAGE>
 
                                     -17-

     agencies, if so requested by the Holders of a majority in aggregate
     principal amount of Registrable Notes covered by such Registration
     Statement (provided such Holders hold at least $25,000,000 principal amount
     of Registrable Notes) or the managing underwriter or underwriters, if any.

          (m) Prior to the effective date of the first Registration Statement
     relating to the Registrable Notes, (i) provide the Trustee with printed
     certificates for the Registrable Notes in a form eligible for deposit with
     The Depository Trust Company and (ii) provide a CUSIP number for the
     Registrable Notes.

          (n) In connection with an underwritten offering of Registrable Notes
     pursuant to a Shelf Registration, enter into an underwriting agreement as
     is customary in underwritten offerings of debt securities similar to the
     Notes and take all such other actions as are reasonably requested by the
     managing underwriter(s), if any, in order to expedite or facilitate the
     registration or the disposition of such Registrable Notes, and in such
     connection, (i) make such representations and warranties to the managing
     underwriter or underwriters on behalf of any underwriters, with respect to
     the business of the Company and its subsidiaries and the Registration
     Statement, Prospectus and documents, if any, incorporated or deemed to be
     incorporated by reference therein, in each case, as are customarily made by
     issuers to underwriters in underwritten offerings of debt securities, and
     confirm the same if and when requested; (ii) obtain opinions of counsel to
     the Company and updates thereof in form and substance reasonably
     satisfactory to the managing underwriter or underwriters, addressed to the
     managing  underwriter or underwriters covering the matters customarily
     covered in opinions requested in underwritten offerings of debt securities
     and such other matters as may be reasonably requested by underwriters;
     (iii) obtain "cold comfort" letters and updates thereof in form and
     substance reasonably satisfactory to the managing underwriter or
     underwriters from the independent certified public accountants of the
     Company (and, if necessary, any other independent certified public
     accountants of any subsidiary of the Company or of any business acquired by
     the Company for which financial statements and financial data are, or are
     required to be, included in the Registration Statement), addressed to the
     managing underwriter or underwriters on behalf of any underwriters, such
     letters to be in customary form and covering matters of the type
     customarily covered in "cold comfort" letters in connection with
     underwritten offerings of
<PAGE>
 
                                     -18-

     debt securities and such other matters as reasonably requested by the
     managing underwriter or underwriters; and (iv) if an underwriting agreement
     is entered into, the same shall contain indemnification provisions and
     procedures no less favorable than those set forth in Section 7 hereof (or
     such other provisions and procedures acceptable to Holders of a majority in
     aggregate principal amount of Registrable Notes covered by such
     Registration Statement and the managing underwriter or underwriters or
     agents) with respect to all parties to be indemnified pursuant to said
     Section.  The above shall be done at each closing under such underwriting
     agreement, or as and to the extent required thereunder.

          (o) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
     a Prospectus contained in an Exchange Registration Statement filed pursuant
     to Section 2 is required to be delivered under the Securities Act by any
     Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period, make available for inspection by any selling Holder of
     such Registrable Notes being sold, or each such Participating Broker-
     Dealer, as the case may be, the managing underwriter or underwriters
     participating in any such disposition of Registrable Notes, if any, and any
     attorney, accountant or other agent retained by any such selling Holder or
     each such Participating Broker-Dealer, as the case may be (collectively,
     the "Inspectors"), at the offices where normally kept, during reasonable
     business hours, all financial and other records, pertinent corporate
     documents  and properties of the Company and its subsidiaries
     (collectively, the "Records") as shall be reasonably necessary to enable
     them to exercise any applicable due diligence responsibilities, and cause
     the officers, directors and employees of the Company and its subsidiaries
     to supply all information in each case reasonably requested by any such
     Inspector in connection with such Registration Statement.  Records which
     the Company determines, in good faith, to be confidential and any Records
     which it notifies the Inspectors are confidential shall not be disclosed by
     the Inspectors unless (i) the disclosure of such Records is necessary to
     avoid or correct a material misstatement or material omission in such
     Registration Statement, (ii) the release of such Records is ordered
     pursuant to a subpoena or other order from a court of competent
     jurisdiction or (iii) the information in such Records has been made
     generally available to the public other than through the Inspectors' breach
     of any confidentiality agreement.  Each selling Holder of such Registrable
     Notes and each such Participating Broker-Dealer or underwriter will be
     required to agree that information obtained by it as a result
<PAGE>
 
                                     -19-

     of such inspections shall be deemed confidential and shall not be used by
     it for any purpose other than discharging due diligence responsibilities.
     In addition, such information shall not be used as the basis for any market
     transactions in the securities of the Company unless and until such is made
     generally available to the public.  Each selling Holder of such Registrable
     Notes and each such Participating Broker-Dealer will be required to further
     agree that it will, upon learning that disclosure of such Records is sought
     in a court of competent jurisdiction, give notice to the Company and allow
     the Company to undertake appropriate action to prevent disclosure of the
     Records deemed confidential at its expense.

          (p) Provide an indenture trustee for the Registrable Notes or the
     Exchange Notes, as the case may be, and cause the Indenture or the trust
     indenture provided for in Section 2(a), as the case may be, to be qualified
     under the TIA not later than the effective date of the Exchange Offer
     Registration Statement or the first Registration Statement relating to the
     Registrable Notes; and in connection therewith, cooperate with the trustee
     under any such indenture and the Holders of the Registrable Notes, to
     effect such changes to such indenture as may be  required for such
     indenture to be so qualified in accordance with the terms of the TIA; and
     execute, and use its best efforts to cause such trustee to execute, all
     documents as may be required to effect such changes, and all other forms
     and documents required to be filed with the SEC to enable such indenture to
     be so qualified in a timely manner.

          (q) Comply with all applicable rules and regulations of the SEC and
     make generally available to its securityholders earnings statements
     satisfying the provisions of Section 11(a) of the Securities Act and Rule
     158 thereunder (or any similar rule promulgated under the Securities Act)
     no later than 45 days after the end of any 12-month period (or 90 days
     after the end of any 12-month period if such period is a fiscal year) (i)
     commencing at the end of any fiscal quarter in which Registrable Notes are
     sold to underwriters in a firm commitment or best efforts underwritten
     offering and (ii) if not sold to underwriters in such an offering,
     commencing on the first day of the first fiscal quarter of the Company
     after the effective date of a Registration Statement, which statements
     shall cover said 12-month periods.

          (r) Upon consummation of an Exchange Offer or a Private Exchange,
     obtain an opinion of counsel to the Company, in a form customary for
     underwritten offerings of debt securities
<PAGE>
 
                                     -20-

     similar to the Notes, addressed to the Trustee for the benefit of all
     Holders of Registrable Notes participating in the Exchange Offer or the
     Private Exchange, as the case may be, and which includes an opinion that
     (i) the Company has duly authorized, executed and delivered the Exchange
     Notes and Private Exchange Notes and the related indenture and (ii) each of
     the Exchange Notes or the Private Exchange Notes, as the case may be, and
     related indenture constitute a legal, valid and binding obligation of the
     Company, enforceable against the Company in accordance with its respective
     terms (with customary exceptions).

          (s) If an Exchange Offer or a Private Exchange is to be consummated,
     upon delivery of the Registrable Notes by Holders to the Company (or to
     such other Person as directed by the Company) in exchange for the Exchange
     Notes or the Private Exchange Notes, as the case may be, the Company shall
     mark, or cause to be marked, on such Registrable Notes that such
     Registrable Notes are being cancelled in exchange for the Exchange Notes or
     the Private Exchange Notes, as the case may be; and, in no event shall such
     Registrable Notes be marked as paid or otherwise satisfied.

          (t) Cooperate with each seller of Registrable Notes covered by any
     Registration Statement and the managing underwriter(s), if any,
     participating in the disposition of such Registrable Notes and their
     respective counsel in connection with any filings required to be made with
     the National Association of Securities Dealers, Inc. (the "NASD").

          (u) Use its best efforts to take all other steps necessary to effect
     the registration of the Registrable Notes covered by a Registration
     Statement contemplated hereby.

          The Company may require each seller of Registrable Notes or 
Participating Broker-Dealer as to which any registration is being effected to
furnish to the Company such information regarding such seller or Participating
Broker-Dealer and the distribution of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, as the
Company may, from time to time, reasonably request. The Company may exclude from
such registration the Registrable Notes of any seller or Participating Broker-
Dealer who unreasonably fails to furnish such information within a reasonable
time after receiving such request, and during any delay in meeting the time
frames contemplated by Section 4 hereof as a result of a delay in receiving any
such information, no Additional Interest shall accrue or be payable.
<PAGE>
 
                                     -21-

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by
such Participating Broker-Dealer, as the case may be, that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi), such Holder will forthwith
discontinue disposition of such Registrable Notes covered by such Registration
Statement or Prospectus or Exchange Notes to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
5(k), or until it is advised in writing (the "Advice") by the  Company that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto.  In the event the Company shall give any such
notice, the Applicable Period shall be extended by the number of days during
such period from and including the date of the giving of such notice to and
including the date when each seller of Exchange Notes to be sold by such
Participating Broker-Dealer, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) or (y) the
Advice.

6.   Registration Expenses
     ---------------------

          (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company whether or not
the Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the Holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in Section
5(h), in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses if the printing of
Prospectuses is reasonably requested by the managing underwriter or
underwriters, if any, or, in respect of Registrable Notes or Exchange Notes to
be sold by any Participating Broker-Dealer during the Applicable Period, by the
<PAGE>
 
                                     -22-

Holders of a majority in aggregate principal amount of the Registrable Notes
included in any Registration Statement or of such Exchange Notes, as the case
may be), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company and fees and disbursements of special
counsel for the sellers of Registrable Notes (subject to the provisions of
Section 6(b)), (v) fees and disbursements of all independent certified public
accountants referred to in Section  5(n)(iii) (including, without limitation,
the expenses of any special audit and "cold comfort" letters required by or
incident to such performance), (vi) rating agency fees, (vii) Securities Act
liability insurance, if the Company desires such insurance, (viii) fees and
expenses of the Trustee, (ix) fees and expenses of all other Persons retained by
the Company, (x) internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties), (xi) the expense of any annual audit,
(xii) the fees and expenses incurred in connection with any listing of the
securities to be registered on any securities exchange if the Company elects to
list any such securities and (xiii) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary in order to comply with this Agreement.

          (b) In connection with any Shelf Registration hereunder, the Company
shall reimburse the Holders of the Registrable Notes being registered in such
registration for the reasonable fees and disbursements (which fees and
disbursements shall not in any event exceed $20,000), of not more than one
counsel (in addition to appropriate local counsel) chosen by the Holders of a
majority in aggregate principal amount of the Registrable Notes to be included
in such Registration Statement and other reasonable out-of-pocket expenses of
the Holders of Registrable Notes incurred in connection with the registration of
the Registrable Notes.  The Company shall not have any obligation to pay any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities.

7.   Indemnification
     ---------------

          (a) The Company agrees to indemnify and hold harmless each Holder of
Registrable Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period, the officers and directors of each such person,
and each person, if any, who controls any such person within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a "Participant"), from and against any and all losses, claims, damages
and liabilities (including, without limitation, the
<PAGE>
 
                                     -23-

reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted) caused by, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary Prospectus, or caused by, arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except insofar
as such losses, claims, damages or liabilities are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information relating to any Participant or
underwriter furnished to the Company in writing by such Participant or
underwriter expressly for use therein; provided that the foregoing indemnity
                                       --------                             
with respect to any preliminary Prospectus shall not inure to the benefit of any
Participant or underwriter (or to the benefit of any person controlling such
Participant or underwriter) from whom the person asserting any such losses,
claims, damages or liabilities purchased Registrable Notes or Exchange Notes if
such untrue statement or omission or alleged untrue statement or omission made
in such preliminary Prospectus is eliminated or remedied in the related
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) and a copy of the related Prospectus (as so
amended or supplemented) shall have been furnished to such Participant or
underwriter at or prior to the sale of such Registrable Notes or Exchange Notes,
as the case may be, to such person or at a time the Company had notified persons
under the last paragraph of Section 5 hereof to cease using such Registration
Statement or Prospectus.

          (b) Each Participant will be required to agree, severally and not
jointly, to indemnify and hold harmless the Company, its directors and officers
and each person who controls any such person within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to each Participant, but only with
reference to information relating to such Participant furnished to the Company
in writing by such Participant expressly for use in any Registration Statement
or Prospectus, any amendment or supplement thereto, or any preliminary
Prospectus.  The liability of any Participant under this paragraph (b) shall in
no event exceed the proceeds received by such Participant from sales of
Registrable Notes giving rise to such obligations.
<PAGE>
 
                                     -24-

          (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either
paragraph (a) or (b) of this Section 7, such person (the "Indemnified Person")
shall promptly notify the person against whom such indemnity may be sought (the
"Indemnifying Person") in writing, and the Indemnifying Person, upon request of
the Indemnified Person, shall retain one counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses incurred by such counsel related to such
proceeding.  In any such proceeding, any Indemnified Person shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Person and
the Indemnified Person shall have mutually agreed in writing to the contrary,
(ii) the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person or (iii) the named
parties in any such proceeding (including any impleaded parties) include both
the Indemnifying Person and the Indemnified Person and representations of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood that the Indemnifying Person
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate law
firm (in addition to any local counsel) for all Indemnified Persons, and that
all such fees and expenses shall be reimbursed as they are incurred.  Any such
separate firm for the Participants and such control persons of Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes sold by all such Participants and any such separate firm
for the Company, its directors, its officers and such control persons of the
Company shall be designated in writing by the Company.  The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify any
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment.  Notwithstanding the foregoing sentence, if at any time
an Indemnified Person shall have requested an Indemnifying Person to reimburse
the Indemnified Person for reasonable fees and expenses incurred by counsel as
contemplated by the third sentence of this  paragraph, the Indemnifying Person
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such Indemnifying
<PAGE>
 
                                     -25-

Person of the aforesaid request and (ii) such Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement; provided, however, that the Indemnifying Person shall
                         --------  -------                                    
not be liable for any settlement effected without its consent pursuant to this
sentence if the Indemnifying Party is contesting, in good faith, the request for
reimbursement.  No Indemnifying Person shall, without the prior written consent
of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, unless such settlement includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding.

          If the indemnification provided for in paragraphs (a) and (b) of this
Section 7 is unavailable to an Indemnified Person in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Participants on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations.  The relative fault of the
Company on the one hand and the Participants on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Participants and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

          The parties shall agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
                                                           --- ----           
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses actually incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the
<PAGE>
 
                                     -26-

amount by which proceeds received by such Participant from sales of Registrable
Notes or Exchange Notes exceeds the amount of any damages that such Participant
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

          The indemnity and contribution agreements contained in this Section 7
will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.

8.   Rules 144 and 144A
     ------------------

          The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner and, if at any time
the Company is not required to file such reports, it will, upon the request of
any Holder of Registrable Notes, make publicly available other information of a
like nature until no longer necessary to permit sales pursuant to Rule 144 or
Rule 144A.  The Company further covenants that so long as any Registrable Notes
remain outstanding to make available to any Holder of Registrable Notes in
connection with any sale thereof, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Registrable Notes
pursuant to (a) such Rule 144A, or (b) any similar rule or regulation hereafter
adopted by the SEC, unless at such time the Registrable Notes are fully salable
under Rule 144 or any successor provision.

9.   Underwritten Registrations
     --------------------------

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Company.

          No Holder of Registrable Notes may participate in any underwritten
registation hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and
<PAGE>
 
                                     -27-

executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

10.  Miscellaneous
     -------------

          (a) Remedies.  In the event of a breach by the Company of any of its
              --------                                                        
obligations under this Agreement, other than the occurrence of an event which
requires payment of Additional Interest, each Holder of Registrable Notes, in
addition to being entitled to exercise all rights provided herein, in the
Indenture or, in the case of the Initial Purchaser, in the Purchase Agreement or
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate.

          (b) Enforcement.  The Trustee shall be authorized to enforce the
              -----------                                                 
provisions of this Agreement for the ratable benefit of the Holders.

          (c) No Inconsistent Agreements.  The Company does not have, as of the
              --------------------------                                       
date hereof, and the Company shall not, after the date of this Agreement, enter
into any agreement with respect to any of its securities that is inconsistent
with the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not entered and
will not enter into any agreement with respect to any of its securities which
will grant to any Person piggy-back rights with respect to a Registration
Statement.

          (d) Adjustments Affecting Registrable Notes.  The Company shall not,
              ---------------------------------------                         
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

          (e) Amendments and Waivers.  The provisions of this Agreement,
              ----------------------                                    
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of at least a majority of the then outstanding aggregate principal amount of
<PAGE>
 
                                     -28-

Registrable Notes.  Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders of Registrable Notes whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being sold by such Holders pursuant to such
Registration Statement, provided that the provisions of this sentence may not be
                        --------                                                
amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence.

          (f) Notices.  All notices and other communications (including without
              -------                                                          
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, next-day air courier or telecopier:

          (i) if to a Holder of Registrable Notes, at the most current address
     given by the Trustee to the Company; and

         (ii) if to the Company, Pierce Leahy Corp., 631 Park Avenue, King of
     Prussia, PA 19406, Attention: President, with a copy to Cozen and O'Connor,
     1900 Market Street, Philadelphia, PA 19103, Attention: Richard J. Busis,
     Esq.

          All such notices and communications shall be deemed to have been duly
given:  (i) when delivered by hand, if personally delivered; (ii) five business
days after being deposited in the mail, postage prepaid, if mailed; (iii) one
business day after being timely delivered to a next-day air courier; and (iv)
when receipt is acknowledged by the addressee, if telecopied.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

          (g) Successors and Assigns.  This Agreement shall inure to the benefit
              ----------------------                                            
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Registrable Notes.
<PAGE>
 
                                     -29-

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

          (i) Headings.  The headings in this Agreement are for convenience of
              --------                                                        
reference only and shall not limit or otherwise affect the meaning hereof.

          (j) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
              -------------                                                    
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          (k) Severability.  If any term, provision, covenant or restriction of
              ------------                                                     
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.

          (l) Entire Agreement.  This Agreement, together with the Purchase
              ----------------                                             
Agreement and the Indenture, is intended by the parties as a final expression of
their agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein.

          (m) Notes Held by the Company or Its Affiliates.  Whenever the consent
              -------------------------------------------                       
or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or its affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be deemed
outstanding for such purpose and shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.
<PAGE>
 
                                     -30-

             IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


                                             PIERCE LEAHY CORP.


                                             By:  /s/ J. Peter Pierce 
                                                  -----------------------------
                                                  Name:   J. Peter Pierce
                                                  Title:  President


CIBC WOOD GUNDY SECURITIES CORP.


By:  /s/ Walter F. McLallen     
     ---------------------------
     Name:   Walter F. McLallen                    
     Title:  Managing Director                     
