
<PAGE>
 
________________________________________________________________________________



                         SECURITIES PURCHASE AGREEMENT

                                by and between

                              PIERCE LEAHY CORP.

                                      and

                      THE INITIAL PURCHASER NAMED HEREIN


                       _________________________________

                           Dated as of July 17, 1996


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

<TABLE> 
<CAPTION> 
                                                                            Page
                                                                            ----

                                   ARTICLE I

                                  DEFINITIONS
<S>            <C>                                                          <C> 
Section 1.1.   Definitions .............................................       1
Section 1.2.   Accounting Terms; Financial Statements ..................       5

                                   ARTICLE II

                     ISSUE OF NOTES; PURCHASE AND SALE OF
                      NOTES; RIGHTS OF HOLDERS OF NOTES;
                         OFFERING BY INITIAL PURCHASER

 
Section 2.1.   Issue of Notes ..........................................       5
Section 2.2.   Purchase, Sale and Delivery of Notes ....................       6
Section 2.3.   Registration Rights of Holders of Notes..................       6
Section 2.4.   Offering by the Initial Purchaser .......................       7

                                  ARTICLE III

                REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES

Section 3.1.   Representations and Warranties of the Company............       7
Section 3.2.   Resale of Notes .........................................      19

                                  ARTICLE IV

                        CONDITIONS PRECEDENT TO CLOSING

Section 4.1.   Conditions Precedent to Obligations of the Initial 
                  Purchaser ............................................      20

                                   ARTICLE V

                                   COVENANTS

Section 5.1.   Covenants of the Company ................................      23


                                  ARTICLE VI

                                     FEES

Section 6.1    Costs, Expenses and Taxes ...............................      25
</TABLE> 

                                      -i-
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                            Page
                                                                            ----

                                  ARTICLE VII

                                   INDEMNITY
<S>            <C>                                                          <C>
Section 7.1.   Indemnity ..............................................       27
Section 7.2.   Contribution ...........................................       30
Section 7.3.   Note Registration Rights Agreement .....................       31

                                 ARTICLE VIII

                                 MISCELLANEOUS

Section 8.1.   Survival of Provisions .................................       31
Section 8.2.   Termination ............................................       31
Section 8.3.   No Waiver; Modifications in Writing ....................       32
Section 8.4    Information Supplied by the Initial
                 Purchaser ............................................       33
Section 8.5.   Communications .........................................       33
Section 8.6.   Execution in Counterparts ..............................       34
Section 8.7.   Successors .............................................       34
Section 8.8.   Governing Law ..........................................       34
Section 8.9.   Severability of Provisions .............................       34
Section 8.10.  Headings ...............................................       35
</TABLE>

SIGNATURE PAGE



                                   EXHIBITS


Exhibit 1        Form of Opinion of Cozen and O'Connor

Exhibit 2        Form of Opinion of Cahill Gordon & Reindel

                                     -ii-
<PAGE>
 
          SECURITIES PURCHASE AGREEMENT, dated as of July 17, 1996 (the
"Agreement"), by and between PIERCE LEAHY CORP., a New York corporation (the
"Company"), and CIBC WOOD GUNDY SECURITIES CORP. (the "Initial Purchaser").

          In consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

          Section 1.1.  Definitions.  As used in this Agreement, and unless the
                        -----------                                            
context requires a different meaning, the following terms have the meanings
indicated:

          "Accredited Investor" has the meaning provided therefor in Section 3.2
           -------------------
of this Agreement.

          "Act" means the Securities Act of 1933, as amended, and the rules and
           ---                                                       
regulations of the Commission thereunder.

          "Affiliate" means, with respect to any Person, any other Person which
           ---------                                                           
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Person in question.  For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided, however, that beneficial ownership of at least 10% of the
           --------  -------                                                  
voting securities of a Person shall be deemed to be control.

          "Agreement" means this Agreement, as the same may be amended,
           ---------                                                   
supplemented or modified in accordance with the terms hereof.

          "Basic Documents" means, collectively, the Indenture, the Notes, the
           ---------------                                                    
Note Registration Rights Agreement and this Agreement.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
           ------------                                                     
Friday which is not a day on which banking institutions in the City of New York
are authorized or obligated by law to close.
<PAGE>
 
                                      -2-

          "Closing" has the meaning provided therefor in Section 2.2(b) of this
           -------                                                     
Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended.
           ----                                                      

          "Commission" means the Securities and Exchange Commission or any 
           ----------                                                     
similar agency then having jurisdiction to enforce the Act.

          "Common Stock" means, collectively, the Class A Common Stock and Class
           ------------                                                         
B Common Stock of the Company, each with a par value of $.01.

          "Default" means any event, act or condition which, with notice or
           -------                                                         
lapse of time or both, would constitute an Event of Default.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----                                                      
amended.

          "Event of Default" means any event defined as an Event of Default in
           ----------------                                        
the Indenture.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           ------------                                                        
and the rules and regulations of the Commission thereunder.

          "Exchange Notes" shall have the meaning provided therefor in the Note
           --------------                                             
Registration Rights Agreement.

          "Final Memorandum" has the meaning provided therefor in Section 2.1
           ----------------                                              
of this Agreement.

          "Indemnified Party" has the meaning provided therefor in
           -----------------                                      
Section 7.1(c) of this Agreement.

          "Indemnifying Party" has the meaning provided therefor in 
           ------------------                                      
Section 7.1(c) of this Agreement.

          "Indenture" means the indenture dated as of July 15, 1996 by and 
           ---------                                                      
between the Company and the Trustee under which the Notes will be issued.

          "Initial Purchaser" has the meaning provided therefor in the 
           -----------------                                          
introductory paragraph of this Agreement.

          "Lien" means, with respect to any property or assets of any Person,
           ----                                                              
any mortgage or deed of trust, pledge, hypothecation,
<PAGE>
 
                                      -3-

assignment, deposit arrangement, security interest, lien, charge, easement,
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such property
or assets (including without limitation, any Capitalized Lease Obligation (as
defined in the Indenture), conditional sales, or other title retention agreement
having substantially the same economic effect as any of the foregoing).

          "Material Adverse Effect" means, with respect to the Company and its
           -----------------------                                            
Subsidiaries, a material adverse effect on the business, condition (financial or
otherwise), results of operations or prospects of the Company and its
Subsidiaries, taken as a whole; provided that, with respect to the Company,
                                --------                                   
"Material Adverse Effect" shall also mean a material adverse effect on the
ability of the Company to perform its obligations under this Agreement or the
Basic Documents.

          "Memorandum" has the meaning provided therefor in Section 2.1 of this
           ----------                                                  
Agreement.

          "New Credit Facility" has the meaning provided therefor in the Final
           -------------------                                          
Memorandum.

          "Note Registration Rights Agreement" means the registration rights
           ----------------------------------                               
agreement by and between the Company and the Initial Purchaser relating to the
Notes.

          "Notes" means the 11-1/8% Senior Subordinated Notes due 2006 of the
           -----                                                         
Company.

          "Offering Materials" has the meaning provided therefor in Section 7.1
           ------------------                                      
of this Agreement.

          "Partnership Subsidiaries" means each of PLC Command I, L.P., a
           ------------------------                                      
Pennsylvania limited partnership, and PLC Command II, L.P., a Pennsylvania
limited partnership.

          "Person" means any individual, corporation, partnership, trust,
           ------                                                        
incorporated or unincorporated association, joint venture, joint-stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

          "Pledged Securities" means 65% of the capital stock of Pierce Leahy
           ------------------                                                
Command Company, a Nova Scotia unlimited liability company.
<PAGE>
 
                                      -4-

          "PORTAL" means the Private Offerings, Resales and Trading through
           ------                                                  
Automated Linkages Market.

          "Preliminary Memorandum" has the meaning provided therefor in 
           ----------------------                                      
Section 2.1 of this Agreement.

          "Private Exchange Notes" shall have the meaning provided therefor in
           ----------------------                                 
the Note Registration Rights Agreement.

          "Proceeding" has the meaning provided therefor in Section 7.1(c) of
           ----------                                              
this Agreement.

          "QIB" has the meaning provided therefor in Section 3.2 of this
           ---                                                          
Agreement.

          "Real Estate Transactions" has the meaning provided therefor in the
           ------------------------                                      
Memorandum.

          "State" means each of the states of the United States, the District of
           -----                                                    
Columbia and the Commonwealth of Puerto Rico.

          "State Commission" means any agency of any State having jurisdiction
           ----------------                                      
to enforce such State's securities laws.

          "Subsidiaries" means, with respect to any Person, any corporation,
           ------------                                                     
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with  generally accepted accounting principles such entity is
consolidated with the first-named Person for financial statement purposes.

          "Supplement" has the meaning provided therefor in Section 2.1 of this
           ----------                                                  
 Agreement.

          "Taxes" has the meaning provided therefor in Section 3.1(u) of this
           -----                                                        
Agreement.

          "Time of Purchase" has the meaning provided therefor in Section 2.2(b)
           ----------------                                              
of this Agreement.
<PAGE>
 
                                      -5-

          "Transactions" has the meaning provided therefor in the Memorandum.
           ------------                                          

          "Trustee" means United States Trust Company of New York, as trustee
           -------                                                   
under the Indenture.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as 
           -------------------                                           
amended, and the rules and regulations of the Commission thereunder.

          Section 1.2.  Accounting Terms; Financial Statements.  All accounting
                        --------------------------------------                 
terms used herein not expressly defined in this Agreement shall have the
respective meanings given to them in accordance with generally accepted
accounting principles in the United States as the same may be in effect from
time to time.

                                  ARTICLE II

                       ISSUE OF NOTES; PURCHASE AND SALE
                     OF NOTES; RIGHTS OF HOLDERS OF NOTES;
                         OFFERING BY INITIAL PURCHASER
                     -------------------------------------

          Section 2.1.  Issue of Notes.  The Company has authorized the issuance
                        --------------                                          
of $200,000,000 aggregate principal amount of the Notes which are to be issued
pursuant to the Indenture.  Each Note will be substantially in the form of the
Note set forth as Exhibit A to the Indenture.

          The Notes will be offered and sold to the Initial Purchaser without
being registered under the Act, in reliance on exemptions therefrom.

          In connection with the sale of the Notes, the Company has prepared a
preliminary offering memorandum dated June 27, 1996 (the "Preliminary
Memorandum") and prepared a final offering memorandum dated July 17, 1996 (the
"Final Memorandum" and, together with the Preliminary Memorandum, the
"Memorandum") setting forth or including a description of the terms of the
Notes, the terms of the offering, a description of the Company and any material
developments relating to the Company occurring after the date of the most recent
financial statements included therein.

          Section 2.2.  Purchase, Sale and Delivery of Notes.  (a) On the basis
                        ------------------------------------                   
of the representations, warranties, agreements and covenants herein contained
and subject to the terms and conditions herein set forth, the Company agrees
that it will sell to the Initial Purchaser, and the Initial Purchaser agrees
that it will purchase from the Company at the Time of Purchase, $200,000,000
<PAGE>
 
                                      -6-

aggregate principal amount of the Notes at a price equal to 97% of the principal
amount thereof.

          (b) The purchase, sale and delivery of the Notes will take place at a
closing (the "Closing") at the offices of Cahill Gordon & Reindel, 80 Pine
Street, New York, New York, at 10:00 A.M., New York time, on July 23, 1996, or
such later date and time, if any, as the Initial Purchaser and the Company shall
agree.  The time at which such Closing is concluded is herein called the "Time
of Purchase."

          (c) One or more certificates in definitive form for the Notes that the
Initial Purchaser has agreed to purchase hereunder, and in such denomination or
denominations and registered in such name or names as the Initial Purchaser
requests upon notice to the Company at least 48 hours prior to the Closing,
shall be delivered by or on behalf of the Company to the Initial Purchaser,
against payment by or on behalf of the Initial Purchaser of the purchase price
therefor by wire transfer of immediately available funds wired in accordance
with the written instructions of the Company.  The Company will make such
certificate or certificates for the Notes available for checking and packaging
by the Initial Purchaser at the offices of the Initial Purchaser, or such other
place as the Initial Purchaser may designate, at least 24 hours prior to the
Closing.

          Section 2.3.  Registration Rights of Holders of Notes.  The Initial
                        ---------------------------------------              
Purchaser and its direct and indirect transferees of the Notes will have such
rights with respect to the registration thereof under the Act and qualification
of the Indenture under the Trust Indenture Act as are set forth in the Note
Registration Rights Agreement.

          Section 2.4.  Offering by the Initial Purchaser.  The Initial
                        ---------------------------------              
Purchaser proposes to make an offering of the Notes at the price and upon the
terms set forth in the Final Memorandum, as soon as practicable after this
Agreement is entered into and as in the judgment of the Initial Purchaser is
advisable.

                                  ARTICLE III

                REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES
                -----------------------------------------------

          Section 3.1.  Representations and Warranties of the Company.  The
                        ---------------------------------------------      
Company represents and warrants to and agrees with the Initial Purchaser as
follows:
<PAGE>
 
                                      -7-

          (a) The Final Memorandum, as of its date and at the Time of Purchase,
     will not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, except that the
     representations and warranties set forth in this Section 3.1(a) do not
     apply to statements or omissions made in reliance upon and in conformity
     with information relating to the Initial Purchaser furnished to the Company
     in writing by the Initial Purchaser expressly for use in the Final
     Memorandum or any amendment or supplement thereto or relating to the manner
     of sale of the Notes by the Initial Purchaser.

          (b) The audited consolidated financial statements of the Company and
     its Subsidiaries included in the Final Memorandum present fairly the
     financial position, results of operations and cash flows of the Company and
     its Subsidiaries at the dates and for the periods to which they relate and
     have been prepared in accordance with generally accepted accounting
     principles applied on a consistent basis, except as otherwise stated
     therein.  The summary and selected financial data in the Final Memorandum
     present fairly in all material respects the financial information shown
     therein and have been prepared and compiled on a basis consistent with the
     audited financial statements included therein, except as otherwise stated
     therein.  Arthur Andersen LLP ("Arthur Andersen") and Deloitte & Touche LLP
     ("Deloitte") are independent public accounting firms within the meaning of
     the Act and the rules and regulations promulgated thereunder.  The pro
     forma financial statements (including the notes thereto) and the other pro
     forma financial information included in the Final Memorandum have been
     prepared using reasonable assumptions and in accordance with the applicable
     requirements of the Act and include all adjustments necessary to present
     fairly the pro forma financial information included within the Final
     Memorandum at the respective dates and for the respective periods
     indicated.

          (c) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of New York and has filed all
     reports with the Secretary of State of New York required to obtain a
     certificate with respect to continued subsistence in good standing from
     that office.  Each Subsidiary of the Company is either (i) a corporation
     duly incorporated or organized, validly existing and in good standing under
     the laws of the state or other jurisdiction of its incorporation or
     organization or (ii) a partnership duly organized and validly existing
     under the applicable laws of
<PAGE>
 
                                      -8-

     the Commonwealth of Pennsylvania.  Each of the Company and its Subsidiaries
     is duly qualified and in good standing as a foreign corporation or
     partnership, as the case may be, and is authorized to do business, in each
     jurisdiction in which the ownership or leasing of any property or the
     character of its operations makes such qualification necessary and in which
     the failure so to qualify is reasonably likely to have a Material Adverse
     Effect and except that the Company is in the process of qualifying to do
     business in Michigan and reinstating its qualification in Connecticut and
     Virginia.

          (d) As of the Time of Purchase (after giving pro forma effect to the
     Transactions), the Company will have the authorized, issued and outstanding
     capitalization as set forth in the Final Memorandum.  All of the issued and
     outstanding shares of capital stock or partnership interests, as the case
     may be, of the Company and its Subsidiaries are validly issued, all of such
     capital stock is fully paid and nonassessable and none of such shares or
     interests were issued in violation of any preemptive or similar rights.
     Except as set forth in the Final Memorandum, (i) there are no outstanding
     subscriptions, options, warrants, rights, convertible securities or other
     binding agreements or commitments of any character obligating the Company
     or its Subsidiaries to issue any securities and (ii) there is no agreement,
     understanding or arrangement among the Company or its Subsidiaries and
     their respective stockholders or any other Person relating to the ownership
     or disposition of any capital stock or partnership interests, as the case
     may be, in the Company or any of its Subsidiaries, the election of
     directors of the Company or any of its Subsidiaries or the governance of
     the Company's or any of its Subsidiaries' affairs, and such agreements,
     arrangements or understandings will not be breached or violated as a result
     of the execution and delivery of, or the consummation of the transactions
     contemplated by, this Agreement and the other Basic Documents.

          (e) This Agreement has been duly authorized, executed and delivered by
     the Company and (assuming the due authorization, execution and delivery by
     the Initial Purchaser) is a valid and legally binding agreement of the
     Company, enforceable against it in accordance with its terms except (i)
     that the enforcement hereof may be subject to bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect relating to creditors' rights generally, and to
     general principles of equity and the discretion of the court before which
     any proceeding therefor may be brought and (ii) as any
<PAGE>
 
                                      -9-

     rights to indemnity or contribution hereunder may be limited by federal and
     state securities laws and public policy considerations.

          (f) The Indenture has been duly authorized by the Company and, when
     executed and delivered by the Company (assuming the due authorization,
     execution and delivery by the Trustee), will constitute a valid and legally
     binding agreement of the Company, enforceable against it in accordance with
     its terms except (i) that the enforcement thereof may be subject to
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, and to general principles of equity and the discretion of
     the court before which any proceeding therefor may be brought and (ii) as
     any rights to indemnity or contribution thereunder may be limited by
     federal and state securities laws and public policy considerations.

          (g) The Note Registration Rights Agreement has been duly authorized by
     the Company and, when executed and delivered by the Company (assuming the
     due authorization, execution and delivery by the Initial Purchaser), will
     constitute a valid and legally binding agreement of the Company,
     enforceable against it in accordance with its terms except (i) that the
     enforcement thereof may be subject to bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect relating to creditors' rights generally, and to
     general principles of equity and the discretion of the court before which
     any proceeding therefor may be brought and (ii) as any rights to indemnity
     or contribution thereunder may be limited by federal and state securities
     laws and public policy considerations.

          (h) The Notes, the Exchange Notes and the Private Exchange Notes have
     each been duly authorized by the Company and, when executed by the Company
     and authenticated by the Trustee in accordance with the provisions of the
     Indenture and, in the case of the Notes, delivered to and paid for by the
     Initial Purchaser in accordance with the terms of this Agreement, will be
     entitled to the benefits of the Indenture and will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, except that the enforcement thereof may be subject to (i)
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, and (ii) general principles of
<PAGE>
 
                                     -10-

     equity and the discretion of the court before which any proceeding therefor
     may be brought.

          (i) Immediately after the consummation of the transactions
     contemplated by this Agreement (including the use of proceeds from the sale
     of Notes at the Time of Purchase), to the best of the Company's knowledge,
     the fair value and present fair saleable value of the assets of the Company
     (on a consolidated basis) will exceed the sum of its stated liabilities and
     identified contingent liabilities; the Company (on a consolidated basis)
     will not be, after giving effect to the execution, delivery and performance
     of this Agreement and the consummation of the transactions contemplated
     hereby (including the use of proceeds from the sale of Notes at the Time of
     Purchase), (i) left with unreasonably small capital with which to carry on
     its business as it is proposed to be conducted, (ii) unable to pay its
     debts (contingent or otherwise) as they mature or (iii) otherwise
     insolvent.

          (j) The Company has all requisite corporate power and authority to (i)
     execute, deliver and perform its obligations under each of this Agreement,
     the Indenture, the Note Registration Rights Agreement and the Notes, (ii)
     execute, deliver and perform its obligations under all other agreements and
     instruments to be executed and delivered by the Company pursuant to or in
     connection with each of the Basic Documents and the Transactions, (iii)
     issue the Notes in the manner and for the purpose contemplated by this
     Agreement and (iv) consummate each of the Transactions.

          (k) Subsequent to the date as of which information is given in the
     Final Memorandum to the date hereof, except as contemplated in the
     Memorandum, there has not been (i) any event or condition that has had or
     that could reasonably be expected to have a Material Adverse Effect, (ii)
     any transaction entered into by the Company or any of its Subsidiaries,
     other than in the ordinary course of business, that is material to the
     Company and its Subsidiaries, taken as a whole, or (iii) any dividend or
     distribution of any kind declared, paid or made by the Company on its
     Common Stock (other than Permitted Tax Distributions, as such term is
     defined in the Indenture).

          (l) Except as set forth in the Final Memorandum, there is no action,
     suit, investigation or proceeding, governmental or otherwise, pending or,
     to the best knowledge of the Company, threatened to which the Company or
     any of its Subsidiaries is or would be a party or of which the properties
<PAGE>
 
                                     -11-

     or assets of the Company or its Subsidiaries are or may be subject, that
     (i) seeks to restrain, enjoin, prevent the consummation of or otherwise
     challenge the issuance and sale of the Notes by the Company or any of the
     other transactions contemplated hereby, (ii) questions the legality or
     validity of any such transactions or seeks to recover damages or obtain
     other relief in connection with any such transactions or (iii) could
     reasonably be expected to have a Material Adverse Effect.

          (m) The execution, delivery and performance by the Company of the
     Basic Documents, the issuance and sale by the Company of the Notes, and the
     execution, delivery and performance by the Company of all other agreements
     and instruments to be executed and delivered by the Company pursuant hereto
     or thereto or in connection herewith or therewith or in connection with any
     of the Transactions, and compliance by the Company with the terms and
     provisions hereof and thereof, do not and will not (i) violate any
     provision of any law, rule or regulation (including, without limitation,
     Regulation G, T, U or X of the Board of Governors of the Federal Reserve
     System), order, writ, judgment, decree, determination or award presently in
     effect or in effect at the Time of Purchase having applicability to the
     Company or any of its Subsidiaries, (ii) conflict with or result in a
     breach of or constitute a default under the certificate of incorporation or
     by-laws (or similar organizational document (including any partnership
     agreement or certificate of limited partnership)) of the Company or any of
     its Subsidiaries, or, as of the Time of Purchase, any indenture or loan or
     credit agreement, or any other material agreement or instrument, to which
     the Company or any of its Subsidiaries is a party or by which the Company
     or any of its Subsidiaries or any of their respective properties or assets
     may be bound or affected, or (iii) except as contemplated by the Basic
     Documents or the New Credit Facility, result in, or require the creation or
     imposition of, any Lien upon or with respect to any of the properties or
     assets now owned or hereafter acquired by the Company or any of its
     Subsidiaries, except, in each case, where such violation, conflict, default
     or creation or imposition of any Lien would not (individually or in the
     aggregate) be reasonably likely to have a Material Adverse Effect.

          (n) Each agreement or instrument (other than the Basic Documents)
     executed and delivered by the Company in connection with the Basic
     Documents and the Transactions has been duly and validly authorized, and,
     when executed and delivered by the Company, will constitute a valid and
     legally binding
<PAGE>
 
                                     -12-

     obligation of the Company, enforceable against it in accordance with its
     terms, except (i) that the enforcement thereof may be subject to
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, and to general principles of equity and the discretion
     of the court before which any proceeding therefor may be brought and (ii)
     as any rights to indemnity and contribution hereunder and thereunder may be
     limited by applicable law.

          (o) Neither the Company nor any of its Subsidiaries is currently or,
     after giving effect to the consummation of the transactions contemplated by
     this Agreement and the other Transactions, will be (i) in violation of its
     respective certificate of incorporation or by-laws (or similar
     organizational document (including any partnership agreement or certificate
     of limited partnership)), (ii) in default (nor will an event occur which
     with notice or passage of time or both would constitute such a default)
     under or in violation of any indenture or loan or credit agreement or any
     other material agreement or instrument to which it is a party or by which
     it or any of its properties or assets may be bound or affected (except as
     set forth in the Final Memorandum), (iii) in violation of any order of any
     court, arbitrator or governmental body, or (iv) in violation of or will
     have violated any statute, rule or regulation of any governmental
     authority, except in each case, which default or violation (individually or
     in the aggregate) could reasonably be expected to (y) affect the legality,
     validity or enforceability of any of the Basic Documents in any material
     respect or (z) have a Material Adverse Effect.

          (p) Except as set forth in the Final Memorandum, and assuming the
     accuracy of the Initial Purchaser's representations and warranties set
     forth in Section 3.2 hereof, and the due performance by the Initial
     Purchaser of the covenants and agreements set forth in Section 3.2 hereof,
     no authorization, consent, approval, license, qualification or formal
     exemption from, nor any filing, declaration or registration with, any
     court, governmental agency or regulatory authority or any securities
     exchange is required in connection with the execution, delivery or
     performance by the Company or any of its Subsidiaries (to the extent they
     are a party thereto) of any of the Basic Documents or any of the
     Transactions, except (i) as may be required under state securities or "blue
     sky" laws or the laws of any foreign jurisdiction in connection with the
     offer and sale of the
<PAGE>
 
                                     -13-

     Notes or (ii) as would not (individually or in the aggregate) be reasonably
     likely to have a Material Adverse Effect.  All such authorizations,
     consents, approvals, licenses, qualifications, exemptions, filings,
     declarations and registrations set forth in the Final Memorandum (other
     than as disclosed therein) which are required to have been obtained by the
     date hereof have been obtained or made, as the case may be, and are in full
     force and effect and not the subject of any pending or, to the knowledge of
     the Company, threatened attack by appeal or direct proceeding or otherwise.

          (q) The Company is not, and immediately after the Time of Purchase
     will not be, an "investment company" or a company "controlled" by an
     "investment company" within the meaning of the Investment Company Act of
     1940, as amended.

          (r) The execution and delivery of this Agreement and the other Basic
     Documents and the sale of the Notes to the Initial Purchaser will not
     involve any non-exempt prohibited transaction within the meaning of Section
     406 of ERISA, or Section 4975 of the Code on the part of the Company or any
     of its Subsidiaries.  No Reportable Event (as defined in Section 4043 of
     ERISA) has occurred during the five-year period prior to the date on which
     this representation is made or deemed made with respect to any Employee
     Benefit Plan (as defined in Section 3(3) of ERISA), and the Company and its
     Subsidiaries have complied in all material respects with the applicable
     provisions of ERISA and the Code in connection with each Employee Benefit
     Plan.  The present value of all benefits vested under each Employee Benefit
     Plan maintained by the Company or any person or entity treated with the
     Company as a single employer under Section 414 of ERISA (a "Commonly
     Controlled Entity") (based on the current liability, interest rate and
     other assumptions used in preparation of the plan's Form 5500 Annual
     Report) did not, as of the last annual valuation date prior to the date on
     which this representation is made or deemed made, exceed the value of the
     assets of such plan allocable to such accrued benefits.  Neither the
     Company nor any Commonly Controlled Entity has had a complete or partial
     withdrawal from any Multiemployer Plan (as defined in ERISA), and neither
     the Company nor any Commonly Controlled Entity would become subject to any
     liability under ERISA if the Company or any such Commonly Controlled Entity
     were to withdraw completely from all Multiemployer Plans as of the
     valuation date most closely preceding the date on which such representation
     is made or deemed made.  No such Multiemployer Plan is in reorganization or
     insolvent.  There are no material liabilities of the Company or any
     Commonly Controlled Entity
<PAGE>
 
                                     -14-

     for post-retirement benefits to be provided to their current and former
     employees under Plans which are welfare benefit plans (as described in
     Section 3(1) of ERISA).  To the best of the Company's knowledge, the
     Company and its Subsidiaries are substantially and in all material respects
     in compliance with all applicable laws with respect to all employee benefit
     plans maintained or contributed to in respect of employees other than those
     employed in the United States ("Foreign Plans").  There are no material
     unfunded liabilities in respect of the Foreign Plans.

          (s) The Company and each of its Subsidiaries have good and valid title
     to, or valid and enforceable leasehold interests in, all properties and
     assets identified in the Final Memorandum as owned or leased, respectively,
     by each of them which are material to the business of the Company and its
     Subsidiaries, taken as a whole, free and clear of all Liens, except (i)
     such Liens as are described in the Final Memorandum or (ii) Liens created
     in the ordinary course of business which are Permitted Liens (as defined in
     the Indenture).  All of the leases material to the business of the Company
     or any of its Subsidiaries and under which the Company or any of its
     Subsidiaries, as the case may be, holds properties described in the Final
     Memorandum, are valid and binding as leased by them, with such exceptions
     as are not material and do not interfere with the use made and proposed to
     be made of such properties by the Company or any of its Subsidiaries, as
     the case may be.

          (t) No form of general solicitation or general advertising was used by
     the Company, any of its Subsidiaries or any of their respective
     representatives in connection with the offer and sale of the Notes.
     Neither the Company, any of its Subsidiaries nor any Person authorized to
     act for any of them has, either directly or indirectly, sold or offered for
     sale any of the Notes or any other similar security of the Company to, or
     solicited any offers to buy any thereof from, or has otherwise approached
     or negotiated in respect thereof with, any Person or Persons other than
     with or through the Initial Purchaser; and the Company agrees that neither
     it, any of its Subsidiaries nor any Person acting on its or their behalf
     will sell or offer for sale any Notes to, or solicit any offers to buy any
     Notes from, or otherwise approach or negotiate in respect thereof with, any
     Person or Persons so as thereby to bring the issuance or sale of any of
     the Notes within the provisions of Section 5 of the Act.
<PAGE>
 
                                     -15-

          (u) All tax returns required to be filed by the Company or any of its
     Subsidiaries in any jurisdiction (including foreign jurisdictions) have
     been duly filed and all taxes, assessments, fees and other charges
     including, without limitation, withholding taxes, penalties, and interest
     ("Taxes") due or claimed to be due have been paid, other than those Taxes
     being contested in good faith and for which adequate reserves or accruals
     have been established in accordance with generally accepted accounting
     principles, except where the failure to file such returns or to pay such
     Taxes is not reasonably likely to have, singly or in the aggregate, a
     Material Adverse Effect.  The Company knows of no actual or proposed
     additional tax assessments for any fiscal period against the Company or any
     of its Subsidiaries that, individually or in the aggregate, is reasonably
     likely to have a Material Adverse Effect.

          (v) The Company and its Subsidiaries are the owners or licensees of
     all trade names, unregistered trademarks and service marks, brand names,
     patents, registered and unregistered copyrights, registered trademarks and
     service marks, and all applications for any of the foregoing, and all
     permits, grants and licenses or other rights with respect thereto, the
     absence of which could reasonably be expected to have a Material Adverse
     Effect.  Except as set forth in the Final Memorandum, neither the Company
     nor any of its Subsidiaries has been charged with any material infringement
     of any intangible property of the character described above or been
     notified or advised of any material claim of any other Person relating to
     any of the intangible property, which infringements or claims (individually
     or in the aggregate) would be reasonably likely to have a Material Adverse
     Effect.

          (w) The Notes, the Indenture, the Note Registration Rights Agreement
     and this Agreement conform in all material respects to the descriptions
     thereof in the Final Memorandum.

          (x) Assuming the accuracy of the Initial Purchaser's representations
     and warranties set forth in Section 3.2 hereof, and the due performance by
     the Initial Purchaser of the covenants and agreements set forth in Section
     3.2 hereof, the offer and sale of the Notes to the Initial Purchaser in the
     manner contemplated by this Agreement and the Memorandum does not require
     registration under the Act and the Indenture does not require qualification
     under the Trust Indenture Act of 1939, as amended.
<PAGE>
 
                                     -16-

          (y)   Except as described in the Final Memorandum, each of the Company
     and its Subsidiaries is in compliance with the common law and all federal,
     state, local and foreign laws, and any rules, regulations, orders, decrees,
     judgments or injunctions issued or promulgated thereunder relating to
     pollution and protection of public and employee health and the environment
     ("Environmental Law") and with the terms and conditions of any permit,
     license or approval required thereunder in connection with the ownership,
     operation or use of its business, property and assets where the failure to
     be in such compliance could reasonably be expected to have, individually or
     in the aggregate, a Material Adverse Effect; except as disclosed in the
     Final Memorandum, and to the knowledge of the Company, none of the Company
     or any of its Subsidiaries is subject to any liability, absolute or
     contingent, under any Environmental Law which liability would, individually
     or in the aggregate, be reasonably likely to result in a Material Adverse
     Effect; except as disclosed in the Final Memorandum, there is no civil,
     criminal or administrative action, suit, demand, hearing, notice of
     violation or deficiency, investigation, proceeding or notice of potential
     responsibility or liability or demand letter or request for information
     pending or, to the knowledge of the Company, threatened against the Company
     or any of its Subsidiaries under any Environmental Law which, if determined
     adversely to the Company or any such Subsidiary, would, individually or in
     the aggregate, be reasonably likely to result in a Material Adverse Effect.

          (z)   Except as set forth in the Final Memorandum, there is no strike,
     labor dispute, slowdown or work stoppage with the employees of the Company
     or any of its Subsidiaries which is pending or, to the best knowledge of
     the Company or any of its Subsidiaries, threatened.

          (aa)  Each of the Company and its Subsidiaries carries insurance
     (including self insurance) in such amounts and covering such risks as in
     its reasonable determination is adequate for the conduct of its business
     and the value of its properties.

          (bb)  No securities of the Company or any of its Subsidiaries are of
     the same class (within the meaning of Rule 144A under the Act) as the Notes
     and listed on a national securities exchange registered under Section 6 of
     the Exchange Act, or quoted in a U.S. automated inter-dealer quotation
     system.
<PAGE>
 
                                     -17-

          (cc)  None of the Company or its Subsidiaries has taken, nor will any
     of them take, directly or indirectly, any action designed to, or that might
     be reasonably expected to, cause or result in stabilization or manipulation
     of the price of the Notes.

          (dd)  None of the Company, its Subsidiaries, any of their respective
     Affiliates or any person acting on its or their behalf (other than the
     Initial Purchaser) has engaged in any directed selling efforts (as that
     term is defined in Regulation S under the Act ("Regulation S") with respect
     to the Notes and the Company, its Subsidiaries and their respective
     Affiliates and any person acting on its or their behalf (other than the
     Initial Purchaser) have acted in accordance with the offering restrictions
     requirement of Regulation S.

          (ee)  The Company is an S corporation for federal income tax purposes
     as defined in Section 1361 of the Code and has made an election pursuant to
     Section 1362(a) of the Code to be an S corporation that remains effective
     as of the date hereof.  From the date of the Company's incorporation
     through the date hereof, the Company has continuously qualified as an S
     corporation under Subchapter S of the Code.

          (ff)  The Company has duly authorized each of the Transactions.

          (gg)  The Company has all requisite corporate power and authority to
     execute, deliver and perform its obligations under the New Credit Facility
     and to consummate the transactions contemplated thereby.  The New Credit
     Facility has been duly authorized by the Company and when executed and
     delivered by the Company, will constitute a valid and legally binding
     agreement of the Company, enforceable against the Company in accordance
     with its terms, except (i) that the enforcement thereof may be subject to
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally and to general principles of equity and the discretion of
     the court before which any proceeding therefor may be brought and (ii) as
     any rights to indemnity or contribution thereunder may be limited by
     federal and state securities laws and public policy considerations.

          (hh)  The statistical and market-related data included in the Final
     Memorandum are based on or derived from sources which the Company believes
     to be reliable and accurate or
<PAGE>
 
                                     -18-

     represents the Company's good faith estimates that are made on the basis of
     data derived from such sources.

          (ii)  Except as stated in the Final Memorandum, the Company does not
     know of any claims for services, either in the nature of a finder's fee or
     financial advisory fee, with respect to the offering of the Notes and the
     transactions contemplated by the Final Memorandum.

          Section 3.2.  Resale of Notes.  The Initial Purchaser represents and
                        ---------------                                       
warrants that it is a "qualified institutional buyer" as defined in Rule 144A
under the Act ("QIB").  The Initial Purchaser agrees with the Company that (a)
it has not and will not, directly or indirectly, solicit offers for, or offer or
sell, the Notes by any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Act) or in any manner involving a
public offering within the meaning of Section 4(2) of the Act; (b) has not and
will not, directly or indirectly, engage in any "directed selling efforts" (as
defined in Regulation S under the Act); and (c) it has and will solicit offers
for the Notes only from, and will offer the Notes only to (A) in the case of
offers inside the United States, (i) Persons whom the Initial Purchaser
reasonably believes to be QIBs or, if any such Person is buying for one or more
institutional accounts for which such Person is acting as fiduciary or agent,
only when such Person has represented to the Initial Purchaser that each such
account is a QIB, to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in transactions under
Rule 144A or (ii) a limited number of other institutional investors reasonably
believed by the Initial Purchaser to be "Accredited Investors" (as defined in
Rule 501(a)(1), (2), (3) or (7) of the Act) that, prior to their purchase of the
Notes, deliver to the Initial Purchaser a letter containing the representations
and agreements set forth in Annex A to the Final Memorandum and (B) in the case
of offers outside the United States, to Persons other than U.S. Persons
("foreign purchasers," which term shall include dealers or other professional
fiduciaries in the United States acting on a discretionary basis for foreign
beneficial owners (other than an estate or trust)); provided, however, that, in
                                                    --------  -------          
the case of this clause (B), in purchasing such Notes such Persons are deemed to
have represented and agreed as provided under the caption "Notice to Investors"
contained in the Final Memorandum.
<PAGE>
 
                                     -19-

                                  ARTICLE IV

                        CONDITIONS PRECEDENT TO CLOSING
                        -------------------------------

          Section 4.1.  Conditions Precedent to Obligations of the Initial
                        --------------------------------------------------
Purchaser.  The obligation of the Initial Purchaser to purchase the Notes to be
- ---------                                                                      
purchased by it hereunder is subject to the satisfaction of the following
conditions:

          (a) The Initial Purchaser shall have received an opinion, addressed to
     the Initial Purchaser in form and substance reasonably satisfactory to
     counsel to the Initial Purchaser and dated the Time of Purchase, from Cozen
     and O'Connor, counsel to the Company, covering the matters set forth in
     Exhibit 1 hereto.

          (b) The Initial Purchaser shall have received an opinion, addressed to
     the Initial Purchaser in form and substance satisfactory to the Initial
     Purchaser and dated the Time of Purchase, of Cahill Gordon & Reindel,
     counsel to the Initial Purchaser, substantially in the form of Exhibit 2
     hereto.

          In rendering such opinions in accordance with Sections 4.1(a) and (b),
     each such counsel may rely as to factual matters upon certificates or other
     documents furnished by officers and directors of the Company and
     representations of the Initial Purchaser and by government officials, and
     upon such other documents as such counsel deem appropriate as a basis for
     their opinion.  Each such counsel may specify the jurisdictions in which it
     is admitted to practice and that it is not admitted to practice in any
     other jurisdiction or an expert in the law of any other jurisdiction.  To
     the extent such opinion concerns the laws of any other such jurisdiction
     such counsel may rely upon the opinion of counsel (satisfactory to the
     Initial Purchaser) admitted to practice in such jurisdiction.  Any opinion
     relied upon by such counsel as aforesaid shall be delivered to the Initial
     Purchaser together with the opinion of such counsel, which opinion shall
     state that such counsel believes that their and the Initial Purchaser's
     reliance thereon is justified.

          (c) The Initial Purchaser shall have received from each of Arthur
     Andersen and Deloitte a comfort letter or letters dated the date hereof
     and, with respect to Arthur Andersen, the Closing in form and substance
     reasonably satisfactory to counsel to the Initial Purchaser.
<PAGE>
 
                                     -20-

          (d) The representations and warranties made by the Company herein
     shall be true and correct in all material respects (except for changes
     expressly provided for in this Agreement) on and as of the Time of Purchase
     with the same effect as though such representations and warranties had been
     made on and as of the Time of Purchase, the Company shall have complied in
     all material respects with all agreements as set forth in or contemplated
     hereunder and in the other Basic Documents required to be performed by it
     at or prior to the Time of Purchase.

          (e) Subsequent to the date of the Final Memorandum, (i) there shall
     not have been any change, or any development involving a prospective
     change, which has had or could be reasonably likely to have a Material
     Adverse Effect, and (ii) the Company and its Subsidiaries shall have
     conducted their respective businesses only in the ordinary course.

          (f) At the Time of Purchase and after giving effect to the
     consummation of the transactions contemplated by this Agreement and the
     other Basic Documents, there shall exist no Default or Event of Default.

          (g) The purchase of and payment for the Notes by the Initial Purchaser
     hereunder shall not be prohibited or enjoined (temporarily or permanently)
     by any applicable law or governmental regulation (including, without
     limitation, Regulation G, T, U or X of the Board of Governors of the
     Federal Reserve System).

          (h) At the Time of Purchase, the Initial Purchaser shall have received
     a certificate, dated the Time of Purchase, from the Company stating that
     the conditions specified in Sections 4.1(d), (e), (f) and (l) have been
     satisfied or duly waived at the Time of Purchase.

          (i) Each of the Basic Documents shall be reasonably satisfactory in
     form and substance to the Initial Purchaser and shall have been executed
     and delivered by all the respective parties thereto and shall be in full
     force and effect.

          (j) All proceedings taken in connection with the issuance of the Notes
     and the transactions contemplated by this Agreement, the other Basic
     Documents and all documents and papers relating thereto shall be reasonably
     satisfactory to the Initial Purchaser and counsel to the Initial Purchaser.
     The Initial Purchaser and counsel to the Initial Purchaser
<PAGE>
 
                                     -21-

     shall have received copies of such papers and documents as they may
     reasonably request in connection therewith, all in form and substance
     reasonably satisfactory to them.

          (k) The Company shall have furnished to the Initial Purchaser the form
     of New Credit Facility and a true and correct copy of the Agreement and
     Plan of Merger relating to the merger of Archives America of San Diego,
     Inc. with and into the Company and independent valuations prepared by
     Cushman & Wakefield with respect to the properties to be purchased pursuant
     to the Real Estate Transactions.

          (l) The sale of the Notes hereunder shall not have been enjoined
     (temporarily or permanently) at the Time of Purchase.

          (m) There shall not have been any announcement by any "nationally
     recognized statistical rating organization," as defined for purposes of
     Rule 436(g) under the Act, that (A) it is downgrading its rating assigned
     to any debt securities of the Company, or (B) it is reviewing its rating
     assigned to any debt securities of the Company with a view to possible
     downgrading, or with negative implications, or direction not determined.

          (n) The Initial Purchaser shall have sold $200,000,000 aggregate
     principal amount of the Notes in accordance with the provisions of Section
     3.2 hereof.

          On or before the Closing, the Initial Purchaser and counsel to the
Initial Purchaser shall have received such further documents, opinions,
certificates and schedules or other instruments relating to the business,
corporate, legal and financial affairs of the Company and its Subsidiaries as
they may reasonably request.

                                   ARTICLE V

                                   COVENANTS
                                   ---------

          Section 5.1.  Covenants of the Company.  The Company covenants and
                        ------------------------                            
agrees with the Initial Purchaser that:

          (a) The Company will not amend or supplement the Final Memorandum or
     any amendment or supplement thereto of which the Initial Purchaser shall
     not previously have been advised and furnished a copy for a reasonable
     period of time prior to the proposed amendment or supplement and as to
     which the Initial Purchaser shall not have given its consent, which consent
<PAGE>
 
                                     -22-

     shall not be unreasonably withheld.  The Company will promptly, upon the
     reasonable request of the Initial Purchaser or counsel to the Initial
     Purchaser, make any amendments or supplements to the Preliminary Memorandum
     or the Final Memorandum that may be necessary or advisable in the opinion
     of the Initial Purchaser or counsel to the Initial Purchaser in connection
     with the resale of the Notes by the Initial Purchaser.

          (b) The Company will cooperate with the Initial Purchaser in arranging
     for the qualification of the Notes for offering and sale under the
     securities or "Blue Sky" laws of such jurisdictions as the Initial
     Purchaser may designate and will continue such qualifications in effect for
     as long as may be reasonably necessary to complete the resale of the Notes;
     provided, however, that in connection therewith, the Company shall not be
     --------  -------                                                        
     required to qualify as a foreign corporation or to execute a general
     consent to service of process in any jurisdiction or subject itself to
     taxation in excess of a nominal dollar amount in any such jurisdiction
     where it is not then so subject.

          (c) If, at any time prior to the completion of the distribution by the
     Initial Purchaser of the Notes, the Exchange Notes or the Private Exchange
     Notes, any event occurs or information becomes known as a result of which
     the Final Memorandum as then amended or supplemented would include any
     untrue statement of a material fact, or omit to state a material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or if for any other reason it
     is necessary at any time to amend or supplement the Final Memorandum to
     comply with applicable law, the Company will promptly notify the Initial
     Purchaser thereof (who thereafter will not use such Final Memorandum until
     appropriately amended or supplemented) and will prepare, at the expense of
     the Company, an amendment or supplement to the Final Memorandum that
     corrects such statement or omission or effects such compliance; provided,
                                                                     -------- 
     however, that the Company's obligation hereunder shall not be applicable to
     -------                                                                    
     the extent resale by the Initial Purchaser may be accomplished pursuant to
     a Registration Statement (as defined in the Note Registration Rights
     Agreement).

          (d) The Company will, without charge, provide to the Initial Purchaser
     and to counsel to the Initial Purchaser as many copies of the Preliminary
     Memorandum and the Final Memorandum or any amendment or supplement thereto
     as the Initial Purchaser may reasonably request.
<PAGE>
 
                                     -23-

          (e) The Company will apply the net proceeds from the sale of the Notes
     as set forth under "Use of Proceeds" in the Final Memorandum.

          (f) For and during the period ending on the date no Notes are
     outstanding, the Company will furnish to the Initial Purchaser copies of
     all reports and other communications (financial or otherwise) furnished by
     the Company to the Trustee or the holders of the Notes and, promptly after
     available, copies of any reports or financial statements furnished to or
     filed by the Company with the Commission or any national securities
     exchange on which any class of securities of the Company may be listed.

          (g) Prior to the Time of Purchase, the Company will furnish to the
     Initial Purchaser, as soon as they have been prepared, a copy of any
     unaudited interim financial statements of the Company for any period
     subsequent to the period covered by the most recent financial statements
     appearing in the Final Memorandum.

          (h) None of the Company or any of its Affiliates will sell, offer for
     sale or solicit offers to buy or otherwise negotiate in respect of any
     "security" (as defined in the Act) which could be integrated with the sale
     of the Notes in a manner which would require the registration under the Act
     of the Notes.

          (i) The Company will not, and will not permit any of its Subsidiaries
     to, solicit any offer to buy or offer to sell the Notes by means of any
     form of general solicitation or general advertising (as those terms are
     used in Regulation D under the Act) or in any manner involving a public
     offering within the meaning of Section 4(2) of the Act.

          (j) For so long as any of the Notes remain outstanding and are
     "restricted securities" within the meaning of Rule 144(a)(3) under the Act
     and not salable in full under Rule 144 under the Act (or any successor
     provision), the Company will make available, upon request, to any seller of
     such Notes the information specified in Rule 144A(d)(4) under the Act,
     unless the Company is then subject to Section 13 or 15(d) of the Exchange
     Act.

          (k) The Company will use its best efforts to (i) permit the Notes to
     be included for quotation on PORTAL and (ii) permit the Notes to be
     eligible for clearance and settlement through The Depository Trust Company.
<PAGE>
 
                                     -24-

          (l) The Company will use its best efforts to do and perform all things
     required to be done and performed by it under this Agreement and the other
     Basic Documents prior to or after the Closing and to satisfy all conditions
     precedent on its part to the obligations of the Initial Purchaser to
     purchase and accept delivery of the Notes.

          (m) Upon execution and delivery of the New Credit Facility, the
     Partnership Subsidiaries will execute and deliver a pledge agreement with
     respect to the pledge of the Pledged Securities, by and between the
     Partnership Subsidiaries, as pledgors, and the Trustee, for the benefit of
     the holders of the Notes, in form and substance reasonably satisfactory to
     counsel for the Initial Purchaser.  Upon execution of such pledge
     agreement, counsel for the Company shall deliver to the Trustee an opinion
     of counsel substantially identical (except as to priority) as that provided
     to the collateral agent for the lenders under the New Credit Facility
     relating to the pledge of the Pledged Securities under the New Credit
     Facility.

                                  ARTICLE VI

                                     FEES
                                     ----

          Section 6.1.  Costs, Expenses and Taxes.  The Company agrees to pay
                        -------------------------                            
all costs and expenses incident to the performance of its obligations under this
Agreement, whether or not the transactions contemplated herein are consummated
or this Agreement is terminated pursuant to Section 8.2 hereof, including, but
not limited to, all costs and expenses incident to (i) its negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Agreement and each of the other Basic Documents, any amendment or supplement to
or modification of any of the foregoing and any and all other documents
furnished pursuant hereto or thereto or in connection herewith or therewith,
(ii) any costs of printing the Preliminary Memorandum and the Final Memorandum
and any amendment or supplement thereto, any other marketing related materials
and any "Blue Sky" memoranda (which shall include the reasonable disbursements
of counsel to the Initial Purchaser in respect thereof), (iii) all arrangements
relating to the delivery to the Initial Purchaser of copies of the foregoing
documents, (iv) the fees and disbursements of the counsel, the accountants and
any other experts or advisors retained by the Company, (v) preparation
(including printing), issuance and delivery to the Initial Purchaser of the
Notes, (vi) the qualification of the Notes under state securities and "Blue Sky"
laws, including filing fees and reasonable fees and disbursements of counsel to
the Initial
<PAGE>
 
                                     -25-

Purchaser relating thereto, (vii) its expenses and the cost of any private or
chartered jets in connection with any meetings with prospective investors in the
Notes, (viii) fees and expenses of the Trustee including fees and expenses of
counsel to the Trustee, (ix) all expenses and listing fees incurred in
connection with the application for quotation of the Notes on PORTAL, (x) any
fees charged by investment rating agencies for the rating of the Notes and (xi)
except as limited by Article VII, all costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses), if any, in connection with
the enforcement of this Agreement, the Notes or any other agreement furnished
pursuant hereto or thereto or in connection herewith or therewith.  In addition,
the Company shall pay any and all stamp, transfer and other similar taxes (but
excluding any income, franchise, personal property, ad valorem or gross
receipts taxes) payable or determined to be payable in connection with the
execution and delivery of this Agreement, any of the other Basic Documents or
the issuance of the Notes, and shall save and hold the Initial Purchaser
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying, or omission to pay, such taxes (other than if such
delay is caused by the Initial Purchaser).

                                  ARTICLE VII

                                   INDEMNITY
                                   ---------

          Section 7.1.  Indemnity.
                        --------- 

          (a) Indemnification by the Company.  The Company agrees and covenants
              ------------------------------                                   
to hold harmless and indemnify the Initial Purchaser and any Affiliates thereof
(including any director, officer, employee, agent or controlling Person of any
of the foregoing) from and against any losses, claims, damages, liabilities and
expenses (including expenses of investigation) to which the Initial Purchaser
and its Affiliates may become subject arising out of or based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Memorandum and any amendments or supplements thereto, the Basic Documents, any
documents filed with the Commission or any State Commission (collectively, the
"Offering Materials") or arising out of or based upon the omission or alleged
omission to state in any of the Offering Materials a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company shall not be liable under this paragraph (a)
- --------  -------                                                               
to the extent that such losses, claims, damages or liabilities arose out of or
are based upon an untrue statement or omission made in any of the documents
referred to in this paragraph (a) in reliance upon and in
<PAGE>
 
                                     -26-

conformity with the information relating to the Initial Purchaser furnished in
writing by the Initial Purchaser for inclusion therein (or for a breach by the
Initial Purchaser of any representation or warranty contained in this
Agreement); provided, further, that the Company shall not be liable under this
            --------  -------                                                 
paragraph (a) to the extent that such losses, claims, damages or liabilities
arose out of or are based upon an untrue statement or omission made in any
Memorandum that is corrected in the Final Memorandum (or any amendment or
supplement thereto) if the person asserting such loss, claim, damage or
liability purchased Notes from the Initial Purchaser in reliance on such
Memorandum but was not given the Final Memorandum (or any amendment or
supplement thereto) on or prior to the confirmation of the sale of such Notes.
The Company further agrees to reimburse the Initial Purchaser for any reasonable
legal and other expenses as they are incurred by it in connection with
investigating, preparing to defend or defending any lawsuits, claims or other
proceedings or investigations arising in any manner out of or in connection with
such Person being the Initial Purchaser; provided that if the Company reimburses
                                         --------                               
the Initial Purchaser hereunder for any expenses incurred in connection with a
lawsuit, claim or other proceeding for which indemnification is sought, the
Initial Purchaser hereby agrees to refund such reimbursement of expenses to the
extent that the losses, claims, damages or liabilities arise out of or are based
upon an untrue statement or omission made in any of the documents referred to in
this paragraph (a) in reliance upon and in conformity with the information
relating to the Initial Purchaser furnished in writing by the Initial Purchaser
for inclusion therein (or for a breach by the Initial Purchaser of any
representation or warranty contained in this Agreement).  The Company further
agrees that the indemnification, contribution and reimbursement commitments set
forth in this Article VII shall apply whether or not the Initial Purchaser is a
formal party to any such lawsuits, claims or other proceedings.  The indemnity,
contribution and expense reimbursement obligations of the Company under this
Article VII shall be in addition to any liability the Company may otherwise
have.

          (b) Indemnification by the Initial Purchaser.  The Initial Purchaser
              ----------------------------------------                        
agrees and covenants to hold harmless and indemnify the Company and any
Affiliates thereof (including any director, officer, employee, agent or
controlling Person of any of the foregoing) from and against any losses, claims,
damages, liabilities and expenses insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue statement of
any material fact contained in the Offering Materials, or any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent,
<PAGE>
 
                                     -27-

that such untrue statement or omission was made in reliance upon and in
conformity with the information relating to the Initial Purchaser furnished in
writing by the Initial Purchaser for inclusion therein.  The indemnity,
contribution and expense reimbursement obligations of the Initial Purchaser
under this Article VII shall be in addition to any liability the Initial
Purchaser may otherwise have.

          (c) Procedure.  If any Person shall be entitled to indemnity hereunder
              ---------                                                         
(each an "Indemnified Party"), such Indemnified Party shall give prompt written
notice to the party or parties from which such indemnity is sought (each an
"Indemnifying Party") of the commencement of any action, suit, investigation or
proceeding, governmental or otherwise (a "Proceeding"), with respect to which
such Indemnified Party seeks indemnification or contribution pursuant hereto;
provided, however, that the failure so to notify the Indemnifying Parties shall
- --------  -------                                                              
not relieve the Indemnifying Parties from any obligation or liability except to
the extent that the Indemnifying Parties have been prejudiced materially by such
failure.  The Indemnifying Parties shall have the right, exercisable by giving
written notice to an Indemnified Party promptly after the receipt of written
notice from such Indemnified Party of such Proceeding, to assume, at the
Indemnifying Parties' expense, the defense of any such Proceeding, with counsel
reasonably satisfactory to such Indemnified Party; provided, however, that an
                                                   --------  -------         
Indemnified Party or parties (if more than one such Indemnified Party is named
in any Proceeding) shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or parties
unless:  (1) the Indemnifying Parties agree to pay such fees and expenses; or
(2) the Indemnifying Parties fail promptly to assume the defense of such
Proceeding or fail to employ counsel reasonably satisfactory to such Indemnified
Party or parties; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party or parties and the
Indemnifying Party or an Affiliate of the Indemnifying Party and such
Indemnified Parties, and the Indemnified Parties shall have been advised in
writing by counsel that there may be one or more legal defenses available to
such Indemnified Party or parties that are different from or additional to those
available to the Indemnifying Parties, in which case, if such Indemnified Party
or parties notifies the Indemnifying Parties in writing that it elects to employ
separate counsel at the expense of the Indemnifying Parties, the Indemnifying
Parties shall not have the right to assume the defense thereof with respect to
the Indemnified Parties and such counsel shall be at the expense of the
Indemnifying Parties, it being understood, however, that the
<PAGE>
 
                                     -28-

Indemnifying Parties shall not, in connection with any one such Proceeding or
separate but substantially similar or related Proceedings in the same
jurisdiction, arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such Indemnified Party
or parties, or for fees and expenses that are not reasonable.  No Indemnified
Party or Parties will settle any Proceeding without the consent of the
Indemnifying Party or parties (but such consent shall not be unreasonably
withheld).  No Indemnifying Party shall, without the prior written consent of
the Indemnified Party, effect any settlement of any pending or threatened
Proceeding in respect of which any Indemnified Party is or could have been or a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability or claims that are the subject of such Proceeding.

          Section 7.2.  Contribution.  If for any reason the indemnification
                        ------------                                        
provided for in Section 7.1 of this Agreement is unavailable to an Indemnified
Party, or insufficient to hold it harmless, in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect not only the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified Party on the other, but
also the relative fault of the Indemnifying and Indemnified Parties in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative benefits received by the Indemnifying and
Indemnified Parties shall be deemed to be in the same proportion as the total
proceeds from the offering of the Notes (before deducting expenses, but after
giving effect to the Initial Purchaser's discount) received by the Company bear
to the total discounts and commissions received by the Initial Purchaser.  The
relative fault of the Indemnifying and Indemnified Parties 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 Indemnifying or Indemnified
Parties and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid
or payable by a party as a result of the losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees or expenses
incurred by such
<PAGE>
 
                                     -29-

party in connection with investigating or defending any such claim.

          The Company and the Initial Purchaser agree that it would not be just
and equitable if contribution pursuant to the immediately preceding paragraph
were determined pro rata or per capita or by any other method of allocation
which does not take into account the equitable considerations referred to in
such paragraph.  Notwithstanding any other provision of this Section 7.2, the
Initial Purchaser shall not be obligated to make contributions hereunder that in
the aggregate exceed the total discounts, commissions and other compensation
received by the Initial Purchaser under this Agreement, less the aggregate
amount of any damages that the Initial Purchaser has otherwise been required to
pay by reason of the untrue or alleged untrue statements or a breach of a
representation or warranty or the omissions or alleged omissions to state a
material fact.  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

          Section 7.3.  Note Registration Rights Agreement.  Notwithstanding
                        ----------------------------------                  
anything to the contrary in this Article VII, the indemnification and
contribution provisions of the Note Registration Rights Agreement shall govern
any claim with respect thereto.

                                 ARTICLE VIII

                                 MISCELLANEOUS
                                 -------------

          Section 8.1.  Survival of Provisions.  The representations, warranties
                        ----------------------                                  
and covenants of the Company, its officers and the Initial Purchaser made
herein, the indemnity and contribution agreements contained herein and each of
the provisions of Articles V, VII and VIII shall remain operative and in full
force and effect regardless of (a) the investigation made by or on behalf of the
Company, the Initial Purchaser or any Indemnified Party, (b) acceptance of any
of the Notes and payment therefor, (c) any termination of this Agreement or (d)
disposition of the Notes by the Initial Purchaser whether by redemption,
exchange, sale or otherwise.

          Section 8.2.  Termination.  (a) This Agreement may be terminated in
                        -----------                                          
the sole discretion of the Initial Purchaser by notice to the Company given
prior to the Time of Purchase in the event that the Company shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
its part to
<PAGE>
 
                                     -30-

be performed or satisfied hereunder at or prior thereto or, if at or prior to
the Closing:

             (i)  the Company or any of its Subsidiaries shall have sustained
     any loss or interference with respect to its businesses or properties from
     fire, flood, hurricane, accident or other calamity, whether or not covered
     by insurance, or from any strike, labor dispute, slow down or work stoppage
     or any legal or governmental proceeding, which loss or interference, in the
     sole judgment of the Initial Purchaser, has had or has a Material Adverse
     Effect, or there shall have been, in the sole judgment of the Initial
     Purchaser, any event or development that, individually or in the aggregate,
     has or could be reasonably likely to have a Material Adverse Effect
     (including without limitation a change in control of the Company or any of
     its Subsidiaries), except in each case as described in the Final Memorandum
     (exclusive of any amendment or supplement thereto);

            (ii)  trading in securities of the Company or in securities
     generally on the New York Stock Exchange, American Stock Exchange or the
     Nasdaq National Market shall have been suspended or minimum or maximum
     prices shall have been established on any such exchange or market;

           (iii)  a banking moratorium shall have been declared by New York or
     United States authorities;

            (iv)  there shall have been (A) an outbreak or escalation of
     hostilities between the United States and any foreign power, or (B) an
     outbreak or escalation of any other insurrection or armed conflict
     involving the United States or any other national or international calamity
     or emergency, or (C) any material change in the financial markets of the
     United States which, in the case of (A), (B) or (C) above and in the sole
     judgment of the Initial Purchaser, makes it impracticable or inadvisable to
     proceed with the offering or the delivery of the Notes as contemplated by
     the Final Memorandum; or

             (v)  any securities of the Company shall have been downgraded or
     placed on any "watch list" for possible downgrading by any nationally
     recognized statistical rating organization.

             (b)  Termination of this Agreement pursuant to this Section 8.2
shall be without liability of any party to any other party except as provided in
Section 8.1 hereof.
<PAGE>
 
                                     -31-

          Section 8.3.  No Waiver; Modifications in Writing.  No failure or
                        -----------------------------------                
delay on the part of the Company or the Initial Purchaser in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.  The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the Company or the Initial Purchaser at
law or in equity or otherwise.  No waiver of or consent to any departure by the
Company or the Initial Purchaser from any provision of this Agreement shall be
effective unless signed in writing by the party entitled to the benefit thereof,
provided that notice of any such waiver shall be given to each party hereto as
- --------                                                                      
set forth below.  Except as otherwise provided herein, no amendment,
modification or termination of any provision of this Agreement shall be
effective unless signed in writing by or on behalf of each of the Company and
the Initial Purchaser.  Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by the Company or the Initial Purchaser from the
terms of any provision of this Agreement, shall be effective only in the
specific instance and for the specific purpose for which made or given.  Except
where notice is specifically required by this Agreement, no notice to or demand
on the Company in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances.

          Section 8.4.  Information Supplied by the Initial Purchaser.  The
                        ---------------------------------------------      
statements set forth in the legend on the inside front cover of the Memorandum
and in the second and third sentences of the third paragraph and the seventh
paragraph under the heading "Plan of Distribution" in the Final Memorandum (to
the extent such statements relate to the Initial Purchaser) constitute the only
information furnished by the Initial Purchaser to the Company for the purposes
of Sections 3.1(a) and 7.1(a) and (b) hereof.

          Section 8.5.  Communications.  All notices, demands and other
                        --------------                                 
communications provided for hereunder shall be in writing, and, (a) if to the
Initial Purchaser, shall be given by registered or certified mail, return
receipt requested, telex, telegram, telecopy, courier service or personal
delivery, addressed to CIBC Wood Gundy Securities Corp., 425 Lexington Avenue,
3rd Floor, New York, New York 10017, Attention: Walter F. McLallen, with a copy
to Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, Attention:
Roger Meltzer, Esq., and (b) if to the Company, shall be given by similar means
to Pierce Leahy Corp., 631 Park Avenue, King of Prussia, Pennsylvania 19406,
Attention:  President, with a copy to Cozen and O'Connor, 1900 Market Street,
Philadelphia,
<PAGE>
 
                                     -32-

Pennsylvania 19103, Attention:  Richard J. Busis, Esq.  In each case notices,
demands and other communications shall be deemed given when received.

          Section 8.6.  Execution in Counterparts.  This Agreement may be
                        -------------------------                        
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 8.7.  Successors.  This Agreement shall inure to the benefit
                        ----------                                            
of and be binding upon the Initial Purchaser, the Company and their respective
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other Person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained; this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such Persons and for the benefit of no other Person except that (i)
the indemnities of the Company contained in Section 7.1(a) of this Agreement
shall also be for the benefit of the directors, officers, employees and agents
of the Initial Purchaser and any Person or Persons who control the Initial
Purchaser within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchaser contained in
Section 7.1(b) of this Agreement shall also be for the benefit of the directors
of the Company, its officers, employees and agents and any Person or Persons who
control the Company within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act.  No purchaser of Notes from the Initial Purchaser will be
deemed a successor because of such purchase.

          Section 8.8.  Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE A
                        -------------                                         
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

          Section 8.9.  Severability of Provisions.  Any provision of this
                        --------------------------                        
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

          Section 8.10.  Headings.  The Article and Section headings and Table
                         --------                                             
of Contents used or contained in this Agreement
<PAGE>
 
                                     -33-

are for convenience of reference only and shall not affect the construction of
this Agreement.
<PAGE>
 
                                     -34-

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed 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
