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EXHIBIT 10.10
SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
("Amendment") is made as of March 12, 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; KEY BANK OF
WASHINGTON, a Washington corporation; U.S. BANK OF WASHINGTON, N.A., a national
banking association and successor to West One Bank, Washington; 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 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
Loan Agreement dated as of November 14, 1996 (the "First Amendment"). The
Original Loan Agreement, as amended by the First 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. Changes in Corporate Structure. Subject to Section 2.d.
below, Lenders consent to the following changes in the corporate structure of
Borrower and its affiliates, which consent shall satisfy the written consent
requirement contained in Section 8.1 of the Loan Agreement:
a. Borrower Incorporation in Washington. Within six
months of this Amendment, a new corporation will be formed under
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the laws of the State of Washington with the name "Shurgard Washington Corp."
("New Shurgard"). Borrower may merge into New Shurgard, with New Shurgard
being the surviving entity ("Merger"). At the time of the Merger, New Shurgard
shall become the Borrower under the Loan Agreement. Following the Merger, the
name of New Shurgard will be changed to "Shurgard Storage Centers, Inc."
b. Merger of SSC Acquisitions, Inc. into Borrower.
Within five months of this Amendment, SSC Acquisitions, Inc. shall merge into
Borrower.
c. Dissolution of SSC North Carolina, Inc. On or before
the date of this Amendment, SSC North Carolina, Inc. shall dissolve.
d. Condition Precedent. As a condition precedent to the
Lenders' consent to Section 2.a, and pursuant to Section 7.2 of the Loan
Agreement, Borrower shall provide Agent with a legal opinion in form and
substance satsifactory, and from legal counsel acceptable, to Agent to the
effect that the reincorporation of Borrower described in Section 2.a, above,
shall have no adverse legal effect on any of Agent's or Lender's rights or
remedies under any of the Loan Documents, together with such other evidence
that Agent may reasonably require relating to the effect of any such
reincorporation.
3. Amendments to Loan Agreement.
a. Section 6.1. If the Merger occurs, the first
sentence of Section 6.1 shall read:
Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Washington and is
qualified to do business in each and every state where it owns any of
the Applicable Properties.
b. Definitions.
(1) The definition of "Commitment" found in
Section 1.1 of the Loan Agreement shall be amended to read as follows:
"Commitment" means until June 30, 1997, One Hundred
Seventy-five Million Dollars ($175,000,000) and, after June 30, 1997,
One Hundred Million Dollars ($100,000,000).
(2) The definition of "Immaterial Subsidiaries"
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found in Section 1.1 of the Loan Agreement shall be amended to read as follows:
"Immaterial Subsidiaries" means Shurgard Storage To
Go, Inc., a Delaware corporation; and any other wholly owned
Subsidiaries of Borrower, other than the Guarantors, the Potential
Guarantors and the Excluded Subsidiaries.
(3) The definition of "Potential Guarantors"
found in Section 1.1 of the Loan Agreement shall be amended to read as follows:
"Potential Guarantors" means SSC Property Holdings,
Inc., a Delaware corporation, and any other Subsidiaries designated by
Borrower as Potential Guarantors. Any Subsidiary that has been so
designated shall remain a "Potential Guarantor" until such time as it
becomes a Guarantor.
c. Schedule 5. Schedule 5 referenced in Section 6.11 of
the Agreement is replaced with Schedule 5, attached hereto.
4. 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.
5. 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.
6. Loan Agreement Remains in Effect. Except as expressly amended
by this Amendment, the Loan Agreement shall remain in full force and effect.
7. 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 XXXX
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Its Chief Financial Officer
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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:
$30,300,000 30.3% Its Vice President
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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 KEY BANK OF WASHINGTON
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 OF WASHINGTON, N.A.
June 30, 1997:
$35,000,000 20% BY /s/ Xxxxxxx Xxxxxx
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After June 30, 1997: Its Vice President
$24,900,000 24.9% ------------------------------------
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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Its Vice President
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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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SCHEDULE 5
GUARANTORS, POTENTIAL GUARANTORS AND IMMATERIAL SUBSIDIARIES
STATE OF AUTHORIZED # OF SHARES SHARES ISSUED
NAME INCORPORATION
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SHURGARD EVERGREEN LIMITED DE
PARTNERSHIP
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SSC PROPERTY HOLDINGS, INC. DE Class A Common - 3,000 Shurgard Storage
Centers, Inc. -
1,000
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SSC BENELUX, INC. DE Class A Common - 3,000 Shurgard Storage
Centers, Inc. - 1,000
EVERGREEN, INC. DE 3,000 1,000 - Shurgard
Storage Centers,
Inc.
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SHURGARD'S STORAGE TO GO, INC. DE Common - 1,000
Preferred - 1,000
