FIFTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Fifth Amendment") is made as of May 1, 1998 by and among
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
national banking association, d/b/a Seafirst Bank, KEYBANK
NATIONAL ASSOCIATION, a national banking association, U.S. BANK
NATIONAL ASSOCIATION, a national banking association, and LASALLE
NATIONAL BANK, a national banking association (each individually
a "Lender" and collectively the "Lenders"), BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, d/b/a Seafirst Bank, as agent for Lenders (the
"Agent"), and SHURGARD STORAGE CENTERS, INC., a Washington
corporation ("Borrower").
RECITALS
A. Lenders, Agent and Borrower are parties to that certain
Amended and Restated Loan Agreement dated as of September 9,
1996, as amended by that certain First Amendment to Amended and
Restated Loan Agreement dated as of November 14, 1996, that
certain Second Amendment to Amended and Restated Loan Agreement
dated as of March 12, 1997, that certain Third Amendment to
Amended and Restated Loan Agreement dated as of July 28, 1997,
and that certain Fourth Amendment to Amended and Restated Loan
Agreement dated as of January 30, 1998 (collectively, 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 Fifth Amendment.
NOW, THEREFORE, Lenders, Agent and Borrower agree as
follows:
AGREEMENT
1. Capitalized Terms. Capitalized terms not otherwise
defined in this Fifth Amendment shall have the meanings set forth
in the Loan Agreement.
2. Amendments to Definitions in Loan Agreement.
a. The definition of "Applicable LIBOR Spread" found
in Section 1.1 of the Loan Agreement shall be amended 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, .825%; (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, .70%; (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, .575%; and (e) for any LIBOR Rate whose
Reset Date occurs on a date when Borrower's Rating is A-
/A3 or higher, .45%.
b. The definition of "Commitment" found in Section
1.1 of the Loan Agreement shall be amended to read as follows:
"Commitment" means, during the Supplemental Commitment
Period, One Hundred Fifty Million Dollars ($150,000,000)
and, thereafter, One Hundred Million Dollars ($100,000,000).
c. The definition of "Gross Asset Value" found in
Section 1.1 of the Loan Agreement shall be amended to read as
follows:
"Gross Asset Value" means, with respect to any
fiscal quarter: (a) the Stabilized Asset Value as of
the end of such fiscal quarter, plus (b) the
Development Asset Value as of the end of such fiscal
quarter (c) plus unrestricted cash and Cash Equivalents
(excluding tenant deposits) as of the end of such
fiscal quarter, plus (d) during the Supplemental
Commitment Period, the outstanding principal balance of
any loans owing from the Joint Venture to Borrower up
to a maximum of Fifty Million Dollars ($50,000,000).
d. The definition of "Joint Venture" shall be added
to Section 1.1 of the Loan Agreement to read as follows:
"Joint Venture" has the meaning set forth in a
side letter of even date herewith among the parties
hereto.
e. The definition of "Joint Venture Investor" shall
be added to Section 1.1 of the Loan Agreement to read as follows:
"Joint Venture Investor" has the meaning set forth
in a side letter of even date herewith among the
parties hereto.
f. The definition of "Qualifying Lease" found in
Section 1.1 of the Loan Agreement shall be amended to read as
follows:
"Qualifying Lease" means leases on a maximum of
ten percent (10%) of the sum of (a) the number of
existing Development Properties plus (b) the number of
existing Stabilized Properties so long as such leases
create legally enforceable, arms-length leasehold
estates with terms of not less than 20 years,
including, without limitation, leases on the Properties
located in Solana Beach, California, and Hillcroft,
Texas.
g. The definition of "Revolving Loan Maturity Date"
found in Section 1.1 of the Loan Agreement shall be amended to
read as follows:
"Revolving Loan Maturity Date" means September 30, 1999
or, if extended pursuant to Section 2.1(d), September 30,
2000.
h. The definition of "Stabilized Asset Value" found
in Section 1.1 of the Loan Agreement shall be amended to read as
follows:
"Stabilized Asset Value" means, with respect to
any fiscal quarter of Borrower, Borrower's Pro Rata
Share of the NOI for all Properties that were
Stabilized Properties as of the end of such fiscal
quarter multiplied by 4 and divided by a capitalization
rate of 9.25% (adjusted for property acquisitions and
dispositions).
i. The definition of "Supplemental Commitment Period"
shall be added to Section 1.1 of the Loan Agreement to read as
follows:
"Supplemental Commitment Period" means that period
of time beginning on the date that each of the
conditions to effectiveness set forth in Section 4 of
the Fifth Amendment has been satisfied and ending on
the earlier of October 31, 1998 or the date designated
as the final day of the Supplemental Commitment Period
in a written notice from Borrower to Agent (which
notice shall be provided no later than two (2) Business
Days prior to its effective date designated therein).
j. The definition of "Total Commitment" found in
Section 1.1 of the Loan Agreement shall be amended to read as
follows:
"Total Commitment" means the Commitment.
k. The definition of "Unencumbered Property Value"
found in Section 1.1 of the Loan Agreement shall be amended to
read as follows:
"Unencumbered Property Value" means, with respect
to any fiscal quarter, Unencumbered Stabilized Asset
Value as of the end of such fiscal quarter plus
Unencumbered Development Asset Value as of such date
plus unrestricted cash and Cash Equivalents as of such
date, plus during the Supplemental Commitment Period,
the outstanding principal balance of any loans owing
from the Joint Venture to Borrower up to a maximum of
Fifty Million Dollars ($50,000,000).
l. The definition of "Unencumbered Stabilized Asset
Value" shall be amended to read as follows:
"Unencumbered Stabilized Asset Value" means, with
respect to any fiscal quarter, Borrower's Pro Rata
Share of the Unencumbered Stabilized NOI during such
fiscal quarter multiplied by 4 and divided by a
capitalization rate of 9.25% (adjusted for property
acquisitions and dispositions).
3. Amendments to Loan Agreement. Section 8.10 of the Loan
Agreement is hereby deleted in its entirety.
4. Conditions to Effectiveness. Notwithstanding anything
contained herein to the contrary, this Fifth Amendment shall not
become effective until each of the following conditions is fully
and simultaneously satisfied:
(a) Delivery of Amendment. Borrower, Agent and each
Lender shall have executed and delivered counterparts of this
Fifth Amendment to Agent.
(b) Delivery of Notes. Borrower shall have executed
and delivered to each Lender promissory notes in substantially
the form of Exhibit A-1 through A-4 hereto evidencing such
Lender's Pro Rata Share of the Commitment as increased by this
Fifth Amendment (the "Replacement Notes").
(c) Agency Letter. Borrower shall have delivered to
Agent that certain agency letter to be executed in connection
with this Fifth Amendment.
(d) Corporate Authority. Agent shall have received
such evidence of corporate authority and action as Agent shall
request demonstrating that the execution, delivery and
performance of this Fifth Amendment and the Replacement Notes
(the "Amendment Documents") have been duly authorized by
Borrower.
(e) Legal Opinion. If requested by Agent, Agent shall
have received a legal opinion from legal counsel to Borrower
addressed to Agent and Lenders to the effect that: (i) Borrower
is a Washington corporation duly organized and validly existing
under the laws of the State of Washington; (ii) Borrower has the
corporate power and authority to execute, deliver and perform
this Amendment; (iii) the execution, delivery and performance by
Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not require shareholder
approval; (iv) the Amendment has been duly executed and delivered
by Borrower; and (v) the Amendment constitutes the valid and
binding obligation of Borrower, enforceable against Borrower in
accordance with its terms subject to the standard exceptions
regarding bankruptcy and equitable remedies.
(f) Consent of Guarantor. Shurgard Texas Limited
Partnership, a Washington limited partnership, shall have
executed the Guarantor's Consent attached hereto.
(g) Other Documents. Agent and Lenders shall have
received such other documents, instruments, and undertakings as
Agent and such Lender may reasonably request.
5. Representations and Warranties. Borrower hereby
represents and warrants to Lenders and Agent that each of the
representations and warranties set forth in Article 6 of the Loan
Agreement is true and correct in each case as if made on and as
of the date of this Fifth Amendment and Borrower expressly agrees
that it shall be an additional Event of Default under the Loan
Agreement if any representation or warranty made hereunder shall
prove to have been incorrect in any material respect when made.
6. No Further Amendment. Except as expressly modified by
this Fifth Amendment, the Loan Agreement and the other Loan
Documents shall remain unmodified and in full force and effect
and the parties hereby ratify their respective obligations
thereunder. Without limiting the foregoing, Borrower expressly
reaffirms and ratifies its obligation to pay or reimburse Agent
and Lenders on request for all reasonable expenses, including
legal fees, actually incurred by Agent or such Lender in
connection with the preparation of this Fifth Amendment, the
other Amendment Documents, and the closing of the transactions
contemplated hereby and thereby.
7. Consent to Joint Venture Transaction.
(a) Formation of Joint Venture. Agent and Lenders
acknowledge that Borrower has disclosed that it intends to form a
wholly-owned subsidiary that will enter into a joint venture with
the Joint Venture Investor or one of its affiliates under which
Borrower's subsidiary (the "JV Subsidiary") will own a 10%
interest in the Joint Venture and the Joint Venture Investor or
its affiliate will own a 90% interest. Section 8.1 of the Loan
Agreement provides that, without the consent of Agent (with the
approval of Majority Banks), Borrower will not permit any
Relevant Subsidiary to enter into a joint venture or partnership
if such action would have a Material Adverse Effect. Based on
the written materials regarding the proposed joint venture
provided to Agent and Lenders prior to the date hereof (the joint
venture described in such materials being referred to herein as
the "Proposed Joint Venture"), Agent and Lenders, for purposes of
Section 8.1 of the Loan Agreement, consent to the the JV
Subsidiary's participation in the Proposed Joint Venture
including the transfer of properties by the JV Subsidiary
contemplated thereby. Agent and Lenders acknowledge that, by
virtue of on such consent, the Proposed Joint Venture is not
prohibited by Section 8.1 whether or not it subsequently has a
Material Adverse Effect on the JV Subsidiary. The properties to
be transferred by the JV Subsidiary into the Proposed Joint
Venture are referred to herein as the "Proposed JV Properties."
(b) Transfer of Negative Pledge Properties. Agent and
Lenders acknowledge that the Proposed JV Properties may first be
transferred to the JV Subsidiary by Borrower or may be
transferred by Borrower directly to the Joint Venture and that
some or all of such properties may constitute Negative Pledge
Properties. Agent and Lenders agree that (i) the procedures set
forth in Section 4.2 of the Loan Agreement for the removal of
Negative Pledge Properties shall not apply to Borrower's transfer
of the Proposed JV Properties to the JV Subsidiary or to the
Joint Venture as contemplated by the Proposed Joint Venture; and
(ii) in lieu of such procedures, Borrower may remove any Proposed
JV Properties that are Negative Pledge Properties from such
status solely by providing prior written notice to Agent
identifying the Negative Pledge Properties being so removed.
8. Miscellaneous.
(a) Entire Agreement. This Fifth Amendment and the
other Amendment Documents comprise the entire agreement of the
parties with respect to the subject matter hereof and supersedes
all prior oral or written agreements, representations or
commitments.
(b) Counterparts. This Fifth Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original, and all of which taken
together shall constitute one and the same Fifth Amendment.
(c) Governing Law. This Fifth Amendment and the other
agreements provided for herein and the rights and obligations of
the parties hereto and thereto shall be construed and interpreted
in accordance with the laws of the State of Washington.
(d) Oral Agreements Not Enforceable.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FOREBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the parties hereto have caused this
Fifth Amendment 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
------------------
Its Senior Vice President
---------------------
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 BANK OF AMERICA NATIONAL TRUST
October 31, 1998: AND SAVINGS ASSOCIATION
$45,450,000 30.3%
By /s/ Xxxxxx Xxxxxx
------------------
After October 31, 1998: Its Vice President
$30,300,000 30.3% -----------------
Address: Columbia Seafirst Center
Floor 12
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Metropolitan Commercial
Banking Division
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until KEYBANK NATIONAL ASSOCIATION
October 31, 1998:
$37,350,000 24.9%
By /s/ Xxxxxxxx Xxxxxxxx
----------------------
After October 31, 1998: 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 NATIONAL ASSOCIATION
October 31, 1998:
$37,350,000 24.9%
By /s/ Miles Xxxxxxxxxxx
---------------------
After October 31, 1998: Its Vice President
$24,900,000 24.9% --------------------
Address: 0000 Xxxxx Xxxxxx,
Xxxxx 00, XXX000
Xxxxxxx, XX 00000
Attn: Miles Xxxxxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until LASALLE NATIONAL BANK
October 31, 1998:
$29,850,000 19.9%
After October 31, 1998: By /s/ Xxxxx Xxxxxxxxxx
$19,900,000 19.9% ---------------------
Its First Vice President
------------------------
Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
AGENT:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Xxxx Xxxxx
---------------
Its A.V.P.
---------------
Address: Bank of America National Trust
and Savings Association d/b/a
Seafirst Bank
000 Xxxxx Xxx., Xxxxx 00
Xxxxxxx, XX 00000
Attn: Seafirst Agency Services
Telephone: (000) 000-0000
Telefax: (000) 000-0000
GUARANTOR'S CONSENT
Shurgard Texas Limited Partnership, a Washington limited
partnership (the "Guarantor"), is a guarantor of the
indebtedness, liabilities and obligations of Shurgard Storage
Centers, Inc., a Washington corporation (the "Borrower"), under
the Amended and Restated Loan Agreement and the Replacement Notes
referred to in the within and foregoing Fifth Amendment to
Amended and Restated Loan Agreement (the "Fifth Amendment") and
the other Loan Documents described in the Loan Agreement. The
Guarantor hereby acknowledges that it has received a copy of the
Fifth Amendment and hereby consents to its contents, including
all prior and current amendments to the Loan Agreement, the
Replacement Notes and the other Loan Documents described therein
(notwithstanding that such consent is not required). The
Guarantor hereby confirms that its guarantee of the obligations
of Borrower remains in full force and effect, and that the
obligations of Borrower under the Loan Documents shall include
the obligations of Borrower under the Loan Documents as amended
by the Fifth Amendment.
GUARANTOR: SHURGARD TEXAS LIMITED PARTNERSHIP,
a Washington limited partnership
By: Shurgard Storage Centers, Inc., a Washington
corporation, its General Partner
By /s/ Xxxxxxx Xxxx
-----------------
Its Chief Financial Officer
------------------------
EXHIBIT A-1
(To Fifth Amendment)
REVOLVING PROMISSORY NOTE
$45,450,000 Date: May 1, 1998
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE
CENTERS, INC., a Washington corporation ("Borrower"), hereby
promises to pay to the order of BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, doing business as Seafirst Bank
("Lender"), the unpaid principal balance of all Revolving Loans
evidenced by this Note in a maximum amount not to exceed Forty
Five Million Four Hundred Fifty Thousand Dollars ($45,450,000),
together with interest thereon from the date advanced until due
as hereinafter provided. This Note is one of the Revolving Notes
issued by the Borrower pursuant to that certain Amended and
Restated Loan Agreement of even date herewith (as the same may be
amended, renewed, modified or supplemented from time to time, the
"Loan Agreement"), by and among Lender, KeyBank National
Association, U.S. Bank National Association, and LaSalle National
Bank, as Lenders, Bank of America National Trust and Savings
Association, doing business as Seafirst Bank, as Agent for the
Lenders, and Borrower. Capitalized terms not otherwise defined
in this Note shall have the meanings set forth in the Loan
Agreement.
Borrower further agrees as follows:
9. This Note evidences a revolving line of credit to
Borrower from Lender and, subject to the terms and conditions of
the Loan Agreement, Borrower may borrow, repay and reborrow up to
the maximum principal amount of Forty Five Million Four Hundred
Fifty Thousand Dollars ($45,450,000), at any time on or before
the Revolving Loan Maturity Date.
10. Borrower shall repay the principal balance of the
Revolving Loans evidenced hereby on or before the Revolving Loan
Maturity Date.
11. Interest shall accrue on the unpaid principal balance
of all Revolving Loans evidenced by this Note from the date
hereof until due at a per annum rate equal to the Applicable
Interest Rate, and if default shall occur in the payment when due
of principal of any such Loan, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the
Prime Rate (changing as the Prime Rate changes). Notwithstanding
anything herein to the contrary, in no event shall interest
accrue at a rate which exceeds the maximum rate permitted by
applicable law. Accrued but unpaid interest shall be payable on
dates set forth in Section 2.5(a) of the Loan Agreement.
12. The unpaid principal balance shall be the total amount
advanced hereunder, less the amount of the principal payments
made hereon. This Note is given to avoid the execution of an
individual note for each Revolving Loan by Lender to Borrower.
13. All payments of principal and of interest on this Note
shall be made to the Agent at its Commercial Loan Processing
Center, in U.S. Dollars, as provided in Section 2.7(a) of the
Loan Agreement.
14. Each maker, surety, guarantor and endorser of this Note
expressly waives all notices, demands for payment, presentations
for payment, notices of intention to accelerate the maturity,
protest and notice of protest as to this Note.
15. In the event this Note is placed in the hands of an
attorney for collection, or suit is brought on the same, or the
same is collected through bankruptcy or other judicial
proceedings, then Borrower agrees and promises to pay reasonable
attorney's fees and collection costs, including all out-of-pocket
expenses incurred by Agent or Lenders.
16. Moneys received from or for account of the Borrower
shall be applied in accordance with the terms of the Loan
Agreement.
17. Upon the occurrence of an Event of Default, the entire
remaining unpaid balance of the principal and interest may, in
accordance with Section 9.2 of the Loan Agreement, be declared to
be immediately due and payable.
10. This Note is issued in connection with and is subject
to the terms of the Loan Agreement. This Note is secured by the
Deeds of Trust unless and until the Deeds of Trust are released
in accordance with the Loan Agreement.
11. This Note amends, restates and continues that certain
Revolving Promissory Note made by Borrower in favor of Lender
dated as of September 9, 1996.
SHURGARD STORAGE CENTERS, INC.
By/s/ Xxxxxxx Xxxx
----------------
Its Chief Financial Officer
-----------------------
EXHIBIT A-2
(To Fifth Amendment)
REVOLVING PROMISSORY NOTE
$37,350,000 Date: May 1, 1998
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE
CENTERS, INC., a Washington corporation ("Borrower"), hereby
promises to pay to the order of KEYBANK NATIONAL ASSOCIATION
("Lender") the unpaid principal balance of all Revolving Loans
evidenced by this Note in a maximum amount not to exceed Thirty-
seven Million Three Hundred Fifty Thousand Dollars ($37,350,000),
together with interest thereon from the date advanced until due
as hereinafter provided. This Note is one of the Revolving Notes
issued by the Borrower pursuant to that certain Amended and
Restated Loan Agreement of even date herewith (as the same may be
amended, renewed, modified or supplemented from time to time, the
"Loan Agreement"), by and among Lender, Bank of America National
Trust and Savings Association, doing business as Seafirst Bank,
U.S. Bank National Association, and LaSalle National Bank, as
Lenders, Bank of America National Trust and Savings Association,
doing business as Seafirst Bank, as Agent for the Lenders, and
Borrower. Capitalized terms not otherwise defined in this Note
shall have the meanings set forth in the Loan Agreement.
Borrower further agrees as follows:
1. This Note evidences a revolving line of credit to
Borrower from Lender and, subject to the terms and conditions of
the Loan Agreement, Borrower may borrow, repay and reborrow up to
the maximum principal amount of Thirty-seven Million Three
Hundred Fifty Thousand Dollars ($37,350,000), at any time on or
before the Revolving Loan Maturity Date.
2. Borrower shall repay the principal balance of the
Revolving Loans evidenced hereby on or before the Revolving Loan
Maturity Date.
3. Interest shall accrue on the unpaid principal balance
of all Revolving Loans evidenced by this Note from the date
hereof until due at a per annum rate equal to the Applicable
Interest Rate, and if default shall occur in the payment when due
of principal of any such Loan, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the
Prime Rate (changing as the Prime Rate changes). Notwithstanding
anything herein to the contrary, in no event shall interest
accrue at a rate which exceeds the maximum rate permitted by
applicable law. Accrued but unpaid interest shall be payable on
dates set forth in Section 2.5(a) of the Loan Agreement.
4. The unpaid principal balance shall be the total amount
advanced hereunder, less the amount of the principal payments
made hereon. This Note is given to avoid the execution of an
individual note for each Revolving Loan by Lender to Borrower.
5. All payments of principal and of interest on this Note
shall be made to the Agent at its Commercial Loan Processing
Center, in U.S. Dollars, as provided in Section 2.7(a) of the
Loan Agreement.
6. Each maker, surety, guarantor and endorser of this Note
expressly waives all notices, demands for payment, presentations
for payment, notices of intention to accelerate the maturity,
protest and notice of protest as to this Note.
7. In the event this Note is placed in the hands of an
attorney for collection, or suit is brought on the same, or the
same is collected through bankruptcy or other judicial
proceedings, then Borrower agrees and promises to pay reasonable
attorney's fees and collection costs, including all out-of-pocket
expenses incurred by Agent or Lenders.
8. Moneys received from or for account of the Borrower
shall be applied in accordance with the terms of the Loan
Agreement.
9. Upon the occurrence of an Event of Default, the entire
remaining unpaid balance of the principal and interest may, in
accordance with Section 9.2 of the Loan Agreement, be declared to
be immediately due and payable.
10. This Note is issued in connection with and is subject
to the terms of the Loan Agreement. This Note is secured by the
Deeds of Trust unless and until the Deeds of Trust are released
in accordance with the Loan Agreement.
11. This Note amends, restates and continues that certain
Revolving Promissory Note made by Borrower in favor of Lender
dated as of September 9, 1996.
SHURGARD STORAGE CENTERS, INC.
By/s/ Xxxxxxx Xxxx
------------------
Its Chief Financial Officer
-------------------------
EXHIBIT A-3
(To Fifth Amendment)
REVOLVING PROMISSORY NOTE
$37,350,000 Date: May 1, 1998
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE
CENTERS, INC., a Washington corporation ("Borrower"), hereby
promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION
("Lender") the unpaid principal balance of all Revolving Loans
evidenced by this Note in a maximum amount not to exceed Thirty-
seven Million Three Hundred Fifty Thousand Dollars ($37,350,000),
together with interest thereon from the date advanced until due
as hereinafter provided. This Note is one of the Revolving Notes
issued by the Borrower pursuant to that certain Amended and
Restated Loan Agreement of even date herewith (as the same may be
amended, renewed, modified or supplemented from time to time, the
"Loan Agreement"), by and among Lender, Bank of America National
Trust and Savings Association, doing business as Seafirst Bank,
KeyBank National Association, and LaSalle National Bank, as
Lenders, Bank of America National Trust and Savings Association,
doing business as Seafirst Bank, as Agent for the Lenders, and
Borrower. Capitalized terms not otherwise defined in this Note
shall have the meanings set forth in the Loan Agreement.
Borrower further agrees as follows:
1. This Note evidences a revolving line of credit to
Borrower from Lender and, subject to the terms and conditions of
the Loan Agreement, Borrower may borrow, repay and reborrow up to
the maximum principal amount of Thirty-seven Million Three
Hundred Fifty Thousand Dollars ($37,350,000), at any time on or
before the Revolving Loan Maturity Date.
2. Borrower shall repay the principal balance of the
Revolving Loans evidenced hereby on or before the Revolving Loan
Maturity Date.
3. Interest shall accrue on the unpaid principal balance
of all Revolving Loans evidenced by this Note from the date
hereof until due at a per annum rate equal to the Applicable
Interest Rate, and if default shall occur in the payment when due
of principal of any such Loan, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the
Prime Rate (changing as the Prime Rate changes). Notwithstanding
anything herein to the contrary, in no event shall interest
accrue at a rate which exceeds the maximum rate permitted by
applicable law. Accrued but unpaid interest shall be payable on
dates set forth in Section 2.5(a) of the Loan Agreement.
4. The unpaid principal balance shall be the total amount
advanced hereunder, less the amount of the principal payments
made hereon. This Note is given to avoid the execution of an
individual note for each Revolving Loan by Lender to Borrower.
5. All payments of principal and of interest on this Note
shall be made to the Agent at its Commercial Loan Processing
Center, in U.S. Dollars, as provided in Section 2.7(a) of the
Loan Agreement.
6. Each maker, surety, guarantor and endorser of this Note
expressly waives all notices, demands for payment, presentations
for payment, notices of intention to accelerate the maturity,
protest and notice of protest as to this Note.
7. In the event this Note is placed in the hands of an
attorney for collection, or suit is brought on the same, or the
same is collected through bankruptcy or other judicial
proceedings, then Borrower agrees and promises to pay reasonable
attorney's fees and collection costs, including all out-of-pocket
expenses incurred by Agent or Lenders.
8. Moneys received from or for account of the Borrower
shall be applied in accordance with the terms of the Loan
Agreement.
9. Upon the occurrence of an Event of Default, the entire
remaining unpaid balance of the principal and interest may, in
accordance with Section 9.2 of the Loan Agreement, be declared to
be immediately due and payable.
10. This Note is issued in connection with and is subject
to the terms of the Loan Agreement. This Note is secured by the
Deeds of Trust unless and until the Deeds of Trust are released
in accordance with the Loan Agreement.
11. This Note amends, restates and continues that certain
Revolving Promissory Note made by Borrower in favor of Lender
dated as of September 9, 1996.
SHURGARD STORAGE CENTERS, INC.
By/s/ Xxxxxxx Xxxx
----------------
Its Chief Financial Officer
EXHIBIT A-4
(To Fifth Amendment)
REVOLVING PROMISSORY NOTE
$29,850,000 Date: May 1, 1998
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE
CENTERS, INC., a Washington corporation ("Borrower"), hereby
promises to pay to the order of LASALLE NATIONAL BANK ("Lender")
the unpaid principal balance of all Revolving Loans evidenced by
this Note in a maximum amount not to exceed Twenty-nine Million,
Eighth Hundred Fifty Thousand Dollars ($29,850,000), together
with interest thereon from the date advanced until due as
hereinafter provided. This Note is one of the Revolving Notes
issued by the Borrower pursuant to that certain Amended and
Restated Loan Agreement of even date herewith (as the same may be
amended, renewed, modified or supplemented from time to time, the
"Loan Agreement"), by and among Lender, Bank of America National
Trust and Savings Association, doing business as Seafirst Bank,
KeyBank National Association, and U.S. Bank National Association,
as Lenders, Bank of America National Trust and Savings
Association, doing business as Seafirst Bank, as Agent for the
Lenders, and Borrower. Capitalized terms not otherwise defined
in this Note shall have the meanings set forth in the Loan
Agreement.
Borrower further agrees as follows:
1. This Note evidences a revolving line of credit to
Borrower from Lender and, subject to the terms and conditions of
the Loan Agreement, Borrower may borrow, repay and reborrow up to
the maximum principal amount of Twenty-nine Million Eight Hundred
Fifty Thousand Dollars ($29,850,000), at any time on or before
the Revolving Loan Maturity Date.
2. Borrower shall repay the principal balance of the
Revolving Loans evidenced hereby on or before the Revolving Loan
Maturity Date.
3. Interest shall accrue on the unpaid principal balance
of all Revolving Loans evidenced by this Note from the date
hereof until due at a per annum rate equal to the Applicable
Interest Rate, and if default shall occur in the payment when due
of principal of any such Loan, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the
Prime Rate (changing as the Prime Rate changes). Notwithstanding
anything herein to the contrary, in no event shall interest
accrue at a rate which exceeds the maximum rate permitted by
applicable law. Accrued but unpaid interest shall be payable on
dates set forth in Section 2.5(a) of the Loan Agreement.
4. The unpaid principal balance shall be the total amount
advanced hereunder, less the amount of the principal payments
made hereon. This Note is given to avoid the execution of an
individual note for each Revolving Loan by Lender to Borrower.
5. All payments of principal and of interest on this Note
shall be made to the Agent at its Commercial Loan Processing
Center, in U.S. Dollars, as provided in Section 2.7(a) of the
Loan Agreement.
6. Each maker, surety, guarantor and endorser of this Note
expressly waives all notices, demands for payment, presentations
for payment, notices of intention to accelerate the maturity,
protest and notice of protest as to this Note.
7. In the event this Note is placed in the hands of an
attorney for collection, or suit is brought on the same, or the
same is collected through bankruptcy or other judicial
proceedings, then Borrower agrees and promises to pay reasonable
attorney's fees and collection costs, including all out-of-pocket
expenses incurred by Agent or Lenders.
8. Moneys received from or for account of the Borrower
shall be applied in accordance with the terms of the Loan
Agreement.
9. Upon the occurrence of an Event of Default, the entire
remaining unpaid balance of the principal and interest may, in
accordance with Section 9.2 of the Loan Agreement, be declared to
be immediately due and payable.
10. This Note is issued in connection with and is subject
to the terms of the Loan Agreement. This Note is secured by the
Deeds of Trust unless and until the Deeds of Trust are released
in accordance with the Loan Agreement.
11. This Note amends, restates and continues that certain
Revolving Promissory Note made by Borrower in favor of Lender
dated as of September 9, 1996.
SHURGARD STORAGE CENTERS, INC.
By/s/ Xxxxxxx Xxxx
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Its Chief Financial Officer
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