EXHIBIT 10.8
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT ("Amendment") is made as of November 14, 1996 by and
among BANK OF AMERICA NW, N.A., successor by name change 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 "Loan Agreement").
B. Borrower has requested, and Lenders and Agent have
agreed, to amend the Loan Agreement upon certain terms and
conditions contained in this Agreement.
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. Amendments to Loan Agreement
The definition of "Commitment" found in Section 1.1 of
the Loan Agreement shall be amended to read as follows:
"Commitment" means (a) subject to clause (c) below,
between the date of this Agreement and the earlier of the
Nomura Substitution Date or the Merger Date, One Hundred Five
Million Dollars ($105,000,000); (b) if the earlier of the
Nomura Substitution Date or the Merger Date occurs prior to
March 31, 1997, then between such earlier date and March 31,
1997, One Hundred Seventy-Five Million Dollars ($175,000,000)
and, after March 31, 1997, One Hundred Million Dollars
($100,000,000); and (c) if the earlier of the Nomura
Substitution Date or the Merger Date does not occur prior to
March 31, 1997, Fifty Million Dollars ($50,000,000) from and
after March 31, 1997.
The following is added as a new definition in Section 1.1
of the Loan Agreement:
"Merger Date" means the first date when the condition set
forth in Section 3.5(b) has been satisfied.
3. Negative Pledge Property Designation
Borrower designates the properties listed on Exhibit A,
attached hereto and incorporated herein by this reference, as
Negative Pledge Properties. This Amendment shall constitute a
Negative Pledge Designation Notice as defined Section 4.1 of
the Loan Agreement.
4. Amended Quarterly Compliance Certificate
The Lenders and Agent agree that Borrower may amend its
Quarterly Compliance Certificate (the "Amended Quarterly
Compliance Certificate") for the fiscal quarter ending
September 30, 1996 to include the Negative Pledge Properties
designated on Exhibit A of this Amendment for the entire
fiscal quarter ending September 30, 1996, notwithstanding the
fact that such properties were not designated until the date
of this Amendment. The Amended Quarterly Compliance
Certificate shall be deemed, for all purposes, to be the
Quarterly Compliance Certificate described in Section 7.8(c)
of the Loan Agreement for the fiscal quarter ending
September 30, 1996, and the Available Amount for the
Applicable Measurement Period beginning on the date of
Borrower's submission to Agent of the Amended Quarterly
Compliance Certificate, shall be calculated in accordance with
the Amended Quarterly Compliance Certificate.
5. 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.
6. 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.
7. Loan Agreement Remains in Effect
Except as expressly amended by this Amendment, the Loan
Agreement shall remain in full force and effect. Without
limiting the generality of the foregoing sentence, all
Quarterly Compliance Certificates other than the Amended
Quarterly Compliance Certificate shall be prepared in
accordance with the Loan Agreement without regard to this
Amendment.
8. 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.
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
------------------
Its-----------------
Address: 0000 Xxxxx Xxxxxx
Xxxxx 0000 Xxxxxxx,
XX 00000
Attn: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Pro Rata Share of
Total Commitment LENDERS:
From Closing until SEAFIRST BANK
March 31, 1997:
$72,500,000 41.42857% By /s/ Xxxxxx Xxxxxx After
----------------------
Its Vice President
----------------------
After March 31, 1997: Address: Columbia Seafirst Center
$30,300,000 30.3% Floor 11
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Metropolitan Commercial
Banking Division
Telephone:(000) 000-0000
Telefax: (000) 000-0000
From Closing until KEY BANK OF WASHINGTON
March 31, 1997:
$35,000,000 20% By/s/ Xxxxx Xxxxxxx
------------------
Its VP
----------------
After March 31, 1997:
$24,900,000 24.9% Address: 000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until U.S. BANK OF WASHINGTON, N.A.
March 31, 1997:
$35,000,000 20% By /s/ Xxxx Xxxxxx
------------------
Its Vice President
-----------------------
After March 31, 1997:
$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
March 31, 1997:
$32,500,000 18.571428% By/s/ Xxxxx Xxxxxxxxxx
--------------------
Its VP
--------------------
After March 31, 1997:
$19,900,000 19.9% Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone:(000) 000-0000
Telefax: (000) 000-0000
AGENT:
SEAFIRST BANK
By /s/ Xxxx X. Xxxxx
-------------------
Its A.V.P.
------------------
Address: Seafirst Bank
000 Xxxxx Xxxxxx,
Xxxxx 00
Xxxxxxx, XX 00000
Attn: Seafirst Agency
Services
Telephone: (000) 000-0000
Telefax: (000) 000-0000
