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EXHIBIT 10.6
THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
("Amendment") is made as of July 27, 1997 by and among BANK OF AMERICA NT&SA, a
successor by merger to Seattle-First National Bank, doing business as SEAFIRST
BANK ("Seafirst Bank"), a national banking association; KEYBANK NATIONAL
ASSOCIATION; U.S. BANK; and LASALLE NATIONAL BANK, a national banking
association (each individually a "Lender" and collectively the "Lenders");
SEAFIRST BANK as agent for Lenders (the "Agent"); and SHURGARD STORAGE CENTERS,
INC., a Washington corporation, successor by merger to Shurgard Storage Centers,
Inc., a Delaware corporation ("Borrower").
RECITALS
A. Lenders, Agent and Borrower are parties to that certain Amended and
Restated Loan Agreement dated as of September 9, 1996 (the "Original Loan
Agreement").
B. Lenders, Agent and Borrower entered into a First Amendment to Amended
and Restated Loan Agreement dated as of November 14, 1996 (the "First
Amendment"), and a Second Amendment to Amended and Restated Loan Agreement dated
as of March 12, 1997 ("Second Amendment"). The Original Loan Agreement, as
amended by the First Amendment and the Second Amendment, is referred to herein
as the "Loan Agreement."
C. Borrower has requested, and Lenders and Agent have agreed, to amend
the Loan Agreement upon certain terms and conditions contained in this
Amendment.
NOW, THEREFORE, Lenders, Agent and Borrower agree as follows:
AMENDMENT
1. Capitalized Terms. Capitalized terms not otherwise defined in this
Amendment shall have the meanings set forth in the Loan Agreement.
2. Amendment to Definitions. In Section 1.1, amendments are made to the
definitions as follows:
a. Qualifying Leases. The definition of "Qualifying Leases" is
amended and restated to read as follows:
"Qualifying Lease" means leases on the Properties located in
Solana Beach, California, and Hillcroft,
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Texas, and leases on a maximum of ten additional Negative Pledge
Properties so long as such leases create legally enforceable,
arms-length leasehold estates with terms of not less than 20 years.
b. Applicable LIBOR Spread. The definition of "Applicable LIBOR
Spread" as amended and restated to read as follows:
"Applicable LIBOR Spread" means (a) for any LIBOR Rate whose
Reset Date occurs on a date when Borrower's Rating is less than
BBB-/Baa3, 1.625%; (b) for any LIBOR Rate whose Reset Date occurs on a
date when Borrower's Rating is BBB-/Baa3 or higher but less than
BBB/Baa2, 1.125%; (c) for any LIBOR Rate whose Reset Date occurs on a
date when Borrower's Rating is BBB/Baa2 or higher but less than
BBB+/Baa1, 1.00%; (d) for any LIBOR Rate whose Reset Date occurs on a
date when Borrower's Rating is BBB+/Baa1 or higher but less than A-/A3,
.875%; and (e) for any LIBOR Rate whose Reset Date occurs on a date when
Borrower's Rating is A-/A3 or higher, .75%.
3. Counterpart; Effectiveness of Amendment. This Amendment may be
executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
This Amendment shall become effective immediately upon the execution and
delivery hereof by Borrower, Agent and each Lender.
4. Representations and Warranties. Borrower hereby repeats the
representations and warranties set forth in Article 6 of the Loan Agreement on
and as of the date hereof.
5. Loan Agreement Remains in Effect. Except as expressly amended by this
Amendment, the Loan Agreement shall remain in full force and effect.
6. Choice of Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Washington without regard to principles
of conflicts of laws.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY. TO EXTEND CREDIT.
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
UNDER WASHINGTON LAW.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or agents thereunto duly authorized as of
the date first above written.
BORROWER:
SHURGARD STORAGE CENTERS, INC.
By /s/ Xxxxxxx Xxxxx
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Its Senior Vice President
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Address: 0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
LENDERS:
Pro Rata Share of
Total Commitment
From Closing until SEAFIRST BANK
June 30, 1997:
$72,500,000 41.42857%
By /s/ Xxxxxx Xxxxxx
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After June 30, 1997: Its Vice President
$30,300,000 30.3% ------------------------------------
Address: Columbia Seafirst Center
Floor 11
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Metropolitan Commercial Banking
Division
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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From Closing until KEYBANK NATIONAL ASSOCIATION
June 30, 1997:
$35,000,000 20%
By /s/ Xxxxxxxx Xxxxxxxx
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After June 30, 1997: Its Vice President
$24,900,000 24.9% --------------------------------
Address: 000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until U.S. BANK
June 30, 1997:
$35,000,000 20%
By /s/ Xxxx Xxxxxx
After June 30, 1997: --------------------------------------
$24,900,000 24.9% Its Vice President
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Address: 0000 Xxxxx Xxxxxx,
Xxxxx 00, XXX000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until LASALLE NATIONAL BANK
June 30, 1997:
$32,500,000 18.571428%
After June 30, 1997: By /s/ Xxxxx Xxxxxxxxxx
$19,900,000 19.9% --------------------------------------
Its First Vice President
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Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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AGENT:
SEAFIRST BANK
By /s/ Xxxx Xxxxx
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It's A.V.P
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Address: Seafirst Bank
000 Xxxxx Xxx., Xxxxx 00
Xxxxxxx, XX 00000
Attn: Seafirst Agency Services
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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