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EXHIBIT 10.21
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this "Second Amendment") is made as of December 16, 1999, by and among BANK OF
AMERICA, N.A., a national banking association, BANK ONE, NA, KEYBANK NATIONAL
ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a
national banking association, LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, THE BANK OF NOVA SCOTIA, a Canadian chartered bank (each
individually a "Lender" and collectively the "Lenders"), BANK OF AMERICA, N.A.,
a national banking association, 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 Second
Amended and Restated Loan Agreement dated as of September 30, 1999 which was
amended by that certain First Amendment to Second Amended and Restated Loan
Agreement dated as of September 30, 1999. Such Loan Agreement, as so amended and
as amended from time to time, is referred to in this Second Amendment as the
"Loan Agreement."
B. Concurrently with the execution and delivery of this Second
Amendment, the parties hereto are entering into two Assignment and Assumption
Agreements through which Bank of America, N.A., KeyBank National Association,
U.S. Bank National Association and LaSalle Bank National Association (the
"Existing Lenders") are assigning and delegating to Bank One, NA and The Bank of
Nova Scotia (the "New Lenders") a portion of each Existing Lender's rights and
obligations under the Loan Agreement.
C. The parties hereto are entering into this Second Amendment to add the
New Lenders as Lenders under the Loan Agreement and otherwise to conform the
Loan Agreement to the assignment and assumption contemplated by such Assignment
and Assumption Agreements.
D. Upon giving effect to this Second Amendment and such Assignment and
Assumption Agreements, KeyBank National Association, U.S. Bank National
Association and Bank One, NA shall become Co-Agents and Bank of America, N.A.
shall become Administrative Agent and Lead Arranger under the Loan Agreement.
NOW, THEREFORE, Lenders, Agent and Borrower agree as follows:
AGREEMENT
1. Capitalized Terms. Capitalized terms not otherwise defined in this
Second Amendment shall have the meanings set forth in the Loan Agreement.
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2. Amendments to Definitions in Loan Agreement.
a. The definition of "Agent" shall be amended to read as
follows:
"Agent" means Bank of America as administrative agent and any
successor agent selected pursuant to Section 10.6, it being understood
and agreed that "Agent" shall not include any co-agents such as KeyBank
National Association, U.S. Bank National Association or Bank One, NA
unless such co-agents are selected as successor agent pursuant to
Section 10.6.
b. The definition of "Commitment" shall be amended to read as
follows:
"Commitment" means Two Hundred Million Dollars ($200,000,000).
c. The definition of "Lenders" shall be amended to read as
follows:
"Lenders" means Bank of America, N.A., Bank One, NA, KeyBank
National Association, U.S. Bank National Association, LaSalle Bank
National Association, and The Bank of Nova Scotia, and their respective
Successors, and any additional lenders to whom any of the foregoing
Lenders assigns its interest in the Loan Documents pursuant to this
Agreement.
d. The definition of "Pro Rata Share" shall be amended to read
as follows:
"Pro Rata Share" means, with respect to each Lender, the
percentage set forth opposite such Lender's signature on the signature
pages at the end of the Second Amendment.
e. The following is added as a new definition:
"Second Amendment" means the Second Amendment to Second Amended
and Restated Loan Agreement dated as of December 16, 1999 (the "Second
Amendment") among Lenders, Agent and Borrower.
3. Amendments to Sections in the Loan Agreement.
a. Notes. The Second sentence of Section 2.6 of the Loan
Agreement is amended to read as follows:
SECTION 2.6 NOTES. Each Lender's Revolving Loans shall be
evidenced by a promissory note of Borrower substantially in the form
attached to the Second Amendment as Exhibit X-0, X-0, X-0, X-0, X-0 or
A-6, as applicable, payable to the order of such Lender, in the face
amount of such Lender's Pro Rata Share of the Commitment (the "Notes").
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b. Addition of Lenders. Section 11.13 of the Loan Agreement is
hereby deleted.
4. Commitment Fee. Upon execution of this Second Amendment, Borrower
shall pay to each of Bank One, NA and The Bank of Nova Scotia for its own
account an amount equal to 0.2% of such Lender's Commitment. Such payment shall
satisfy any obligation Borrower may have to such Lenders under clause (i) of
Section 2.8(a) of the Loan Agreement. The other Lenders shall be entitled to
retain the full amount previously paid to them under clause (i) of Section
2.8(a) of the Loan Agreement. Amounts owing under clause (ii) of Section 2.8(a)
of the Loan Agreement shall be paid to Agent for the account of all Lenders
(including the New Lenders) as provided therein.
5. Conditions to Effectiveness. Notwithstanding anything contained
herein to the contrary, this Second 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 Second Amendment to Agent.
(b) Delivery of Notes. Borrower shall have executed and
delivered the applicable Note to each Lender.
(c) Consent of Guarantors. Shurgard Texas Limited Partnership, a
Washington limited partnership, Shurgard Evergreen Limited Partnership, a
Delaware limited partnership, and SSC Evergreen, Inc., a Delaware corporation,
shall have executed the Guarantor's Consents attached hereto.
6. 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 Second 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.
7. No Further Amendment. Except as expressly modified by this Second
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
Second Amendment, the other amendment documents in connection with this Second
Amendment ("Amendment Documents"), and the closing of the transactions
contemplated hereby and thereby.
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8. Miscellaneous.
(a) Entire Agreement. This Second 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 Second 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 Second Amendment.
(c) Governing Law. This Second 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 Second 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 SR VP
-----------------------------------------
Address: 0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx XxXxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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LENDERS:
Pro Rata Share of
Commitment
BANK OF AMERICA, N.A.
$45,450,001 22.725%
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Its V.P.
-----------------------------------------
Address: Bank of America Tower
Floor 11
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Commercial Banking Division
Telephone: (000) 000-0000
Telefax: (000) 000-0000
BANK ONE, NA
$38,233,333 19.1166665%
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Its First Vice President
-----------------------------------------
Address: Bank One, NA
1 Bank Xxx Xxxxx
Xxxxxxx, Xxx. 00000
Attn: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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KEYBANK NATIONAL ASSOCIATION
$38,233,333 19.1166665%
By /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------------
Its Assistant Vice President
-----------------------------------------
Address: 000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
Telephone: (000) 000-0000
Telefax: (000) 000-0000
U.S. BANK NATIONAL ASSOCIATION
$38,233,333 19.1166665%
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
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LASALLE BANK NATIONAL ASSOCIATION
$29,850,000 14.925%
By /s/ Xxxx Xxxxxxxxxx
------------------------------------------
Its AVP
----------------------------------------
Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
THE BANK OF NOVA SCOTIA
$10,000,000 5.000%
By /s/ Xxxxxxx Xxxxx
-----------------------------------------
Its VP
----------------------------------------
Address: 000 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
AGENT:
BANK OF AMERICA, N.A.
By /s/ Xxxx X. Xxxxx
-----------------------------------------
Its Vice President
----------------------------------------
Address: Bank of America, N.A.
000 Xxxxx Xxx., Xxxxx 00
XX0-000-00-00
Xxxxxxx, XX 98104-7001
Attn: Agency Management Services
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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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 Second Amended and Restated Loan Agreement referred to in
the within and foregoing Second Amendment to Second Amended and Restated Loan
Agreement (the "Second Amendment") and the other Loan Documents described in the
Loan Agreement. The Guarantor hereby acknowledges that it has received a copy of
the Second 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 Second Amendment.
DATED: December 16, 0000
XXXXXXXXX: XXXXXXXX XXXXX LIMITED PARTNERSHIP,
By: Shurgard Storage Centers, Inc.,
its General Partner
By /s/ Xxxxxxx Xxxx
--------------------------------------
Its SR. V.P.
-----------------------------------
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GUARANTOR'S CONSENT
Shurgard Evergreen Limited Partnership, a Delaware 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 Second Amended and Restated Loan Agreement referred to in
the within and foregoing Second Amendment to Second Amended and Restated Loan
Agreement (the "Second Amendment") and the other Loan Documents described in the
Loan Agreement. The Guarantor hereby acknowledges that it has received a copy of
the Second 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 under the Loan Documents as
amended by the Second Amendment.
DATED: December 16, 1999
GUARANTOR: SHURGARD EVERGREEN LIMITED PARTNERSHIP,
By: Shurgard Storage Centers, Inc.,
its General Partner
By /s/ Xxxxxxx Xxxx
--------------------------------------
Its SR. V.P.
-----------------------------------
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GUARANTOR'S CONSENT
SSC Evergreen, Inc., a Delaware corporation (the "Guarantor"), is a
guarantor of the indebtedness, liabilities and obligations of Shurgard Storage
Centers, Inc., a Washington corporation (the "Borrower"), under the Second
Amended and Restated Loan Agreement referred to in the within and foregoing
Second Amendment to Second Amended and Restated Loan Agreement (the "Second
Amendment") and the other Loan Documents described in the Loan Agreement. The
Guarantor hereby acknowledges that it has received a copy of the Second
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
Second Amendment.
DATED: December 16, 1999
GUARANTOR: SSC EVERGREEN, INC.
By /s/ Xxxxxxx Xxxx
--------------------------------------
Its SR. V.P.
-----------------------------------
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EXHIBIT A-1
REVOLVING PROMISSORY NOTE
$45,450,001 Date: December 16, 1999
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE CENTERS, INC., a
Washington corporation ("Borrower"), hereby promises to pay to the order of BANK
OF AMERICA, N.A. ("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 and One Dollars ($45,450,001), together with interest
thereon from the date advanced until due as hereinafter provided. This Note
replaces that certain Revolving Promissory Note dated September 30, 1999 by
Borrower in favor of Lender in the amount of $60,600,000, and is one of the
Revolving Notes issued by the Borrower pursuant to that certain Second Amended
and Restated Loan Agreement of September 30, 1999 (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,
LaSalle Bank National Association, Bank One, NA and The Bank of Nova Scotia as
Lenders, Bank of America, N.A., 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 Forty-Five
Million Four Hundred Fifty Thousand and One Dollars ($45,450,001), 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.
Exhibit A-1 - 1
12
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.
11. This Note amends, restates and continues that certain Revolving
Promissory Note made by Borrower in favor of Lender dated as of May 1, 1998.
SHURGARD STORAGE CENTERS, INC
By:___________________________
Its:__________________
Exhibit X-0 - 0
00
XXXXXXX X-0
REVOLVING PROMISSORY NOTE
$38,233,333 Date: December 16, 1999
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-Eight Million Two Hundred Thirty-Three Thousand Three Hundred and
Thirty-Three Dollars ($38,233,333), together with interest thereon from the date
advanced until due as hereinafter provided. This Note replaces that certain
Revolving Promissory Note dated September 30, 1999 by Borrower in favor of
Lender in the amount of $49,800,000, and is one of the Revolving Notes issued by
the Borrower pursuant to that certain Second Amended and Restated Loan Agreement
of September 30, 1999 (as the same may be amended, renewed, modified or
supplemented from time to time, the "Loan Agreement"), by and among Lender, Bank
of America, N.A., U.S. Bank National Association, LaSalle Bank National
Association, Bank One, NA and The Bank of Nova Scotia, as Lenders, Bank of
America, N.A., 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-Eight Million Two Hundred Thirty-Three Thousand Three Hundred and
Thirty-Three Dollars ($38,233,333), 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.
Exhibit A-2 - 1
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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.
11. This Note amends, restates and continues that certain Revolving
Promissory Note made by Borrower in favor of Lender dated as of May 1, 1998.
SHURGARD STORAGE CENTERS, INC.
By:________________________________
Its:____________________________
Exhibit X-0 - 0
00
XXXXXXX X-0
REVOLVING PROMISSORY NOTE
$38,233,333 Date: December 16, 1999
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-Eight Million Two Hundred Thirty Three Thousand Three Hundred and
Thirty-Three Dollars ($38,233,333), together with interest thereon from the date
advanced until due as hereinafter provided. This Note replaces that certain
Revolving Promissory Note dated September 30, 1999 by Borrower in favor of
Lender in the amount of $49,800,000, and is one of the Revolving Notes issued by
the Borrower pursuant to that certain Second Amended and Restated Loan Agreement
of September 30, 1999 (as the same may be amended, renewed, modified or
supplemented from time to time, the "Loan Agreement"), by and among Lender, Bank
of America, N.A., KeyBank National Association, LaSalle Bank National
Association, Bank One, NA and The Nova Scotia Bank, as Lenders, Bank of America,
N.A., 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-Eight Million Two Hundred Thirty-Three Thousand Three Hundred and
Thirty-Three Dollars ($38,233,333), 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.
Exhibit A-3 - 1
16
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.
11. This Note amends, restates and continues that certain Revolving
Promissory Note made by Borrower in favor of Lender dated as of May 1, 1998.
SHURGARD STORAGE CENTERS, INC.
By:________________________________
Its:____________________________
Exhibit X-0 - 0
00
XXXXXXX X-0
REVOLVING PROMISSORY NOTE
$29,850,000 Date: December 16, 1999
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE CENTERS, INC., a
Washington corporation ("Borrower"), hereby promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION ("Lender") the unpaid principal balance of all
Revolving Loans evidenced by this Note in a maximum amount not to exceed
Twenty-Nine Million Eight Hundred Fifty Thousand Dollars ($29,850,000), together
with interest thereon from the date advanced until due as hereinafter provided.
This Note replaces that certain Revolving Promissory Note dated September 30,
1999 by Borrower in favor of Lender in the amount of $39,800,000, and is one of
the Revolving Notes issued by the Borrower pursuant to that certain Second
Amended and Restated Loan Agreement of September 30, 1999 (as the same may be
amended, renewed, modified or supplemented from time to time, the "Loan
Agreement"), by and among Lender, Bank of America, N.A., KeyBank National
Association, U.S. Bank National Association, Bank One, NA and The Bank of Nova
Scotia, as Lenders, Bank of America, N.A., 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.
Exhibit A-4 - 1
18
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.
11. This Note amends, restates and continues that certain Revolving
Promissory Note made by Borrower in favor of Lender dated as of May 1, 1998.
SHURGARD STORAGE CENTERS, INC.
By:________________________________
Its:____________________________
Exhibit X-0 - 0
00
XXXXXXX X-0
REVOLVING PROMISSORY NOTE
$38,233,333 Date: December 16, 1999
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE CENTERS, INC., a
Washington corporation ("Borrower"), hereby promises to pay to the order of BANK
ONE, NA ("Lender") the unpaid principal balance of all Revolving Loans evidenced
by this Note in a maximum amount not to exceed Thirty-Eight Million Two Hundred
Thirty-Three Thousand Dollars ($38,233,333), 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 Second Amended
and Restated Loan Agreement of September 30, 1999 (as the same may be amended,
renewed, modified or supplemented from time to time, the "Loan Agreement"), by
and among Lender, Bank of America, N.A., KeyBank National Association, U.S. Bank
National Association, LaSalle Bank National Association and The Bank of Nova
Scotia, as Lenders, Bank of America, N.A., 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-Eight Million Two Hundred and Thirty-Three Thousand Three Hundred and
Thirty-Three Thousand Dollars ($38,233,333), 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.
Exhibit A-5 - 1
20
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.
SHURGARD STORAGE CENTERS, INC.
By:________________________________
Its:____________________________
Exhibit X-0 - 0
00
XXXXXXX X-0
REVOLVING PROMISSORY NOTE
$10,000,000 Date: December 16, 1999
FOR VALUE RECEIVED, the undersigned SHURGARD STORAGE CENTERS, INC., a
Washington corporation ("Borrower"), hereby promises to pay to the order of THE
BANK OF NOVA SCOTIA ("Lender") the unpaid principal balance of all Revolving
Loans evidenced by this Note in a maximum amount not to exceed Ten Million
Dollars ($10,000,000), 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 Second Amended and Restated Loan
Agreement of September 30, 1999 (as the same may be amended, renewed, modified
or supplemented from time to time, the "Loan Agreement"), by and among Lender,
Bank of America, N.A., KeyBank National Association, U.S. Bank National
Association, LaSalle Bank National Association and Bank One, NA, as Lenders,
Bank of America, N.A., 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 Ten Million
Dollars ($10,000,000), 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.
Exhibit A-6 - 1
22
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.
SHURGARD STORAGE CENTERS, INC.
By:________________________________
Its:____________________________
Exhibit A-6 - 2
