SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT (this "Seventh Amendment") is made as of April 28,
1999, 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,
that certain Fourth Amendment to Amended and Restated Loan
Agreement dated as of January 30, 1998, that certain Fifth
Amendment to Amended and Restated Loan Agreement dated as of
May 1, 1998, and that certain Sixth Amendment to Amended and
Restated Loan Agreement dated as of October 27, 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 Seventh Amendment.
NOW, THEREFORE, Lenders, Agent and Borrower agree as
follows:
AGREEMENT
1. Capitalized Terms. Capitalized terms not otherwise
defined in this Seventh Amendment shall have the meanings set
forth in the Loan Agreement.
2. Amendments to Definitions in Loan Agreement.
a. The definition of "Second Joint Venture" shall be
added to Section 1.1 of the Loan Agreement to read as follows:
"Second Joint Venture" means Shurgard/Fremont
Partners II, a Washington general partnership.
b. The definition of "Second Joint Venture Investor"
shall be added to Section 1.1 of the Loan Agreement to read as
follows:
"Second Joint Venture Investor" means Fremont
Storage Partners II, L.P., a Delaware limited liability
company.
c. The definition of "Second JV Subsidiary" shall be
added to Section 1.1 of the Loan Agreement to read as follows:
"Second JV Subsidiary" means Shurgard
Development II, Inc., a Washington corporation.
3. Conditions to Effectiveness. Notwithstanding anything
contained herein to the contrary, this Seventh 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
Seventh Amendment to Agent.
(b) Consent of Guarantor. Shurgard Texas Limited
Partnership, a Washington limited partnership, shall have
executed the Guarantor's Consent attached hereto.
4. 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 Seventh 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.
5. No Further Amendment. Except as expressly modified by
this Seventh 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 Seventh Amendment, the
other Amendment Documents, and the closing of the transactions
contemplated hereby and thereby.
6. Consent to Second Joint Venture Transaction.
(a) Formation of Second Joint Venture. Agent and
Lenders acknowledge that Borrower has disclosed that it intends
to form the Second JV Subsidiary, a wholly-owned subsidiary, that
will enter into a joint venture with the Second Joint Venture
Investor or one of its affiliates under which the Second JV
Subsidiary will own a 10% interest in the Second Joint Venture
and the Second 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 "Second Proposed
Joint Venture"), Agent and Lenders, for purposes of Section 8.1
of the Loan Agreement, consent to the Second JV Subsidiary's
participation in the Second Proposed Joint Venture including the
transfer of properties by the Second JV Subsidiary contemplated
thereby. Agent and Lenders acknowledge that, by virtue of on
such consent, the Second Proposed Joint Venture is not prohibited
by Section 8.1 whether or not it subsequently has a Material
Adverse Effect on the Second JV Subsidiary. The properties to be
transferred by the Second JV Subsidiary into the Second Proposed
Joint Venture are referred to herein as the "Second Proposed JV
Properties."
(b) Transfer of Negative Pledge Properties. Agent and
Lenders acknowledge that the Second Proposed JV Properties may
first be transferred to the Second JV Subsidiary by Borrower or
may be transferred by Borrower directly to the Second 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 Second Proposed JV Properties to the
Second JV Subsidiary or to the Second Joint Venture as
contemplated by the Second Proposed Joint Venture; and (ii) in
lieu of such procedures, Borrower may remove any Second 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.
7. Miscellaneous.
(a) Entire Agreement. This Seventh 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 Seventh 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 Seventh Amendment.
(c) Governing Law. This Seventh 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
Seventh 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 Xxxx
-----------------
Its Chief Financial Officer
------------------------
Address: 0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
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
September 30, 2000: AND SAVINGS ASSOCIATION
$45,450,000 30.3%
By /s/ Xxxxxx Xxxxxx
------------------
Its Vice President
--------------
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
September 30, 2000:
$37,350,000 24.9%
By/s/ Xxxxxx X. Xxxxxxxx
---------------------
Its Vice President
---------------------
Address: 000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
Telephone: (000) 000-0000
Telefax: (000) 000-0000
From Closing until U.S. BANK NATIONAL ASSOCIATION
September 30, 2000:
$37,350,000 24.9%
By/s/ Miles Xxxxxxxxxxx
-------------------
Its Vice President
-------------------
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
September 30, 2000:
$29,850,000 19.9%
By/s/ Klay Scmeisser
-----------------
Its Officer
-----------------
Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
AGENT:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By/s/ Xxxx Xxxxx
--------------
Its Vice President
--------------
Address: Bank of America National Trust
and Savings Association d/b/a
Seafirst Bank
000 Xxxxx Xxx., Xxxxx 00
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, 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 referred to in the within
and foregoing Seventh Amendment to Amended and Restated Loan
Agreement (the "Seventh Amendment") and the other Loan Documents
described in the Loan Agreement. The Guarantor hereby
acknowledges that it has received a copy of the Seventh Amendment
and hereby consents to its contents, including all prior and
current amendments to the Loan Agreement, 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 Seventh 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 Oficer
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