Exhibit 1.1
SHURGARD STORAGE CENTERS, INC.
5,000,000 SHARES
CLASS A COMMON STOCK
Underwriting Agreement
New York, New York
July 11, 2003
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Ladies and Gentlemen:
Shurgard Storage Centers, Inc., a corporation organized under the
laws of the State of Washington (the "Company"), proposes to sell to the
several underwriters named in Schedule II hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives, the number
of shares of Common Stock, $0.001 par value per share ("Common Stock"), of
the Company set forth in Schedule I hereto (the "Securities") (said shares
to be issued and sold by the Company being hereinafter called the
"Underwritten Securities"). The Company also proposes to grant to the
Underwriters an option to purchase up to the number of additional shares
of Common Stock set forth in Section 2(b) hereto to cover over-allotments
(the "Option Securities"; the Option Securities, together with the
Underwritten Securities, being hereinafter called the "Securities"). To
the extent there are no additional Underwriters listed on Schedule I other
than you, the term Representatives as used herein shall mean you, as
Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Any reference
herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on
or before the Effective Date of the Registration Statement or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be (each, an "Incorporated Document" and
collectively, the "Incorporated Documents"); and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any Incorporated Document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by
reference. Certain terms used herein are defined in Section 17 hereof.
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1. Representations and Warranties. The Company represents and warrants to,
and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form S-3 under the
Act and has prepared and filed with the Commission a registration
statement (the file number(s) of which is set forth in Schedule I hereto)
on Form S-3, including a related basic prospectus, for registration under
the Act of the offering and sale of the Securities. The Company may have
filed one or more amendments to such registration statement or supplements
to such basic prospectus, including a Preliminary Final Prospectus, each
of which has previously been furnished to you. The Company will next file
with the Commission one of the following: (1) after the Effective Date of
such registration statement, a final prospectus supplement relating to the
Securities in accordance with Rules 430A and 424(b), (2) prior to the
Effective Date of such registration statement, an amendment to such
registration statement (including the form of final prospectus supplement)
or (3) a final prospectus in accordance with Rules 415 and 424(b). In the
case of clause (1), the Company has included in such registration
statement, as amended at the Effective Date, all information (other than
Rule 430A Information) required by the Act to be included in such
registration statement and the Final Prospectus. As filed, such final
prospectus supplement or such amendment and form of final prospectus
supplement shall contain all Rule 430A Information, together with all
other such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution
Time or, to the extent not completed at the Execution Time, shall contain
only such specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution Time, will be included
or made therein. The Registration Statement, at the Execution Time, meets
the requirements set forth in Rule 415(a)(1)(x) and complies as to form
with the requirements set forth in Regulation S-X.
(b) On the Effective Date, the Registration Statement did, and on
the Closing Date will, and the Final Prospectus (and any supplement
thereto) as of its date did, and on the Closing Date and on any date on
which Option Securities are purchased, if such date is not the Closing
Date (a "settlement date"), will, comply in all material respects with the
applicable requirements of the Act and the Exchange Act; on the Effective
Date and at the Execution Time, the Registration Statement did not or will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading; and as of its date and on the
Effective Date, the Final Prospectus, if not filed pursuant to Rule
424(b), will not, and on the date of any filing pursuant to Rule 424(b)
and as of its date and on the Closing Date and any settlement date, the
Final Prospectus (together with any supplement thereto) did not or will
not, include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties
as to the information contained in or omitted from the Registration
Statement or the Final Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representatives
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specifically for inclusion in the Registration Statement or the Final
Prospectus (or any supplement thereto).
(c) The Incorporated Documents heretofore filed, when they were
filed (or, if any amendment with respect to any such document was filed,
when such amendment was filed), conformed in all material respects with
the applicable requirements of the Exchange Act and the rules and
regulations thereunder; any further Incorporated Documents so filed will,
when they are filed, conform in all material respects with the applicable
requirements of the Exchange Act and the rules and regulations thereunder;
no such document when it was filed (or, if an amendment with respect to
any such document was filed, when such amendment was filed), contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and no such further document, when it is filed, will contain
an untrue statement of a material fact or will omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(d) The shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully paid
and nonassessable; none of the outstanding shares of capital stock of the
Company were issued in violation of the preemptive or other similar rights
of any security holder of the Company. The Securities have been duly
authorized and, when issued and delivered to the Underwriter against
payment therefor in accordance with the terms hereof, will be validly
issued, fully paid and nonassessable and free of any preemptive or similar
rights; and the capital stock of the Company conforms to the description
thereof in the Registration Statement and the Final Prospectus. Full
cumulative distributions on all shares of the Company's preferred stock
have been declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past distribution periods
and the then current distribution period. The capital stock and debt
structure of the Company is as set forth under the caption
"Capitalization" in the Final Prospectus.
(e) The Company is a corporation duly organized and validly existing
under the laws of the State of Washington, with corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Final
Prospectus, and is duly registered and qualified (or has made application
to become registered and qualified and knows of no reason why such
application should be denied) to conduct its business and is in good
standing in each jurisdiction or place where the nature of its properties
or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify does not
have a material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries (as defined herein) taken as a whole, whether
or not arising from transactions in the ordinary course of business.
(f) All the Company's subsidiaries (collectively, the
"Subsidiaries") are listed on Schedule IV hereto. The Company's ownership
interest in each such
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Subsidiary is as set forth on Schedule IV. Each Subsidiary is a
corporation, limited liability company, limited partnership or general
partnership duly organized, validly existing and, where applicable, in
good standing in the jurisdiction of its incorporation or organization, as
applicable, with the requisite power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Final Prospectus, and is duly registered
and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of
its business requires such registration or qualification, except where the
failure so to register or qualify does not have a material adverse effect
on the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary
course of business; except as set forth on Schedule IV, all the
outstanding shares of capital stock or other interests of each of the
Subsidiaries have been duly authorized and validly issued and are fully
paid and nonassessable. All of the shares or interests owned or held by
the Company, directly or indirectly, in each of the Subsidiaries are free
and clear of any lien, adverse claim, security interest, equity or other
encumbrance, except for such as would not have a material adverse effect
on the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary
course of business.
(g) Each of the Subsidiaries has good and marketable title to all of
its real property and to any improvements thereon and all other assets
that are used in the operation of the Subsidiaries' business, except where
the failure to have such title would not have a material adverse effect on
the condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary
course of business.
(h) There are no legal or governmental proceedings pending or, to
the knowledge of the Company, threatened, against the Company or any of
the Subsidiaries, or to which the Company or any of the Subsidiaries, or
to which any of their respective properties is subject, that are required
to be described in the Registration Statement or the Final Prospectus but
are not described as required, and there are no agreements, contracts,
indentures, leases or other instruments that are required to be described
in the Registration Statement or the Final Prospectus or to be filed as an
exhibit to the Registration Statement or any Incorporated Document that
are not described or filed as required by the Act or the Exchange Act.
(i) Neither the Company nor any of the Subsidiaries is in violation
of its certificate or articles of incorporation or by-laws, or other
organizational documents, or of any law, ordinance, administrative or
governmental rule or regulation applicable to the Company or any of the
Subsidiaries or of any decree of any court or governmental agency or body
having jurisdiction over the Company or any of the Subsidiaries, or in
default in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of
indebtedness or in any material agreement, indenture, lease or other
instrument to which the Company or any of the
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Subsidiaries is a party or by which any of them or any of their respective
properties may be bound, except where such violation or default does not
have a material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries, taken as a whole, whether or not arising
from transactions in the ordinary course of business.
(j) Neither the issuance and sale of the Securities, the execution,
delivery or performance of this Agreement by the Company nor the
consummation by the Company of the transactions contemplated hereby (i)
requires any consent, approval, authorization or other order of or
registration or filing with, any court, regulatory body, administrative
agency or other governmental body, agency or official (except such as may
be required for the registration of the Securities under the Act and the
Exchange Act and compliance with the securities or blue sky laws of
various jurisdictions, all of which have been or will be effected in
accordance with this Agreement) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the
certificate or articles of incorporation or bylaws, or other
organizational documents, of the Company or any of the Subsidiaries or
(ii) conflicts or will conflict with or constitutes or will constitute a
breach of, or a default under, any agreement, indenture, lease or other
instrument to which the Company or any of the Subsidiaries is a party or
by which any of them or any of their respective properties may be bound,
or violates or will violate any statute, law, regulation or filing or
judgment, injunction, order or decree applicable to the Company or any of
the Subsidiaries or any of their respective properties, or will result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of the Subsidiaries pursuant to
the terms of any agreement or instrument to which any of them is a party
or by which any of them may be bound or to which any of the property or
assets of any of them is subject.
(k) The certified public accountants, Deloitte & Touche LLP, who
have audited the financial statements of the Company, Shurgard Self
Storage SCA ("Shurgard Europe") and Recom & Co. SNC ("Recom") included or
incorporated by reference in the Registration Statement and the Final
Prospectus, are independent public accountants as required by the Act.
(l) The financial statements, together with related schedules and
notes, included or incorporated by reference in the Registration Statement
and the Final Prospectus (and any amendment or supplement thereto),
present fairly the consolidated financial position, results of operations
and changes in financial position of the Company and the consolidated
Subsidiaries and of Shurgard Europe, in each case on the basis stated in
the Registration Statement and the Final Prospectus at the respective
dates or for the respective periods to which they apply; such statements
and related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied throughout
the periods involved, except as disclosed therein; and the other financial
and statistical information and data included or incorporated by reference
in the Registration Statement and the Final Prospectus (and any amendment
or supplement thereto) are fairly presented and prepared on a basis
consistent with such financial statements and the books and records of the
Company and the Subsidiaries.
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(m) The execution and delivery of, and the performance by the
Company of its obligations under, this Agreement have been duly and
validly authorized by the Company, and this Agreement has been duly
executed and delivered by the Company and constitutes the valid and
legally binding agreement of the Company, enforceable against the Company
in accordance with its terms, except as rights to indemnity and
contribution hereunder may be limited by federal and state securities
laws.
(n) Except as disclosed in the Registration Statement and the Final
Prospectus, subsequent to the respective dates as of which such
information is given in the Registration Statement and the Final
Prospectus, neither the Company nor any of the Subsidiaries has incurred
any liability or obligation, direct or contingent, or entered into any
transaction, not in the ordinary course of business, that is material to
the Company and the Subsidiaries taken as a whole, whether or not arising
from transactions in the ordinary course, and there has not been any
change in the capital stock, or material increase in the short-term debt
or long-term debt, of the Company or any of the Subsidiaries other than as
a result of borrowings made by the Company under its credit facility in
the ordinary course of business, or any material adverse change, or any
development involving or which may reasonably be expected to involve, a
prospective material adverse change, on the condition (financial or
other), business, prospects, properties, net worth or results of
operations of the Company and the Subsidiaries taken as a whole, whether
or not arising from transactions in the ordinary course of business.
(o) (i) The Company, or, as applicable, each Subsidiary, has good
and marketable title to all of the properties (including the Properties
listed as wholly owned by the Company or any of the Subsidiaries on
Schedule III hereto) and assets reflected in the financial statements
hereinabove described (or as otherwise described in the Registration
Statement and the Final Prospectus), subject to no lien, mortgage, pledge,
charge or encumbrance of any kind except those reflected in such financial
statements (or as otherwise described in the Registration Statement or the
Final Prospectus or on Schedule III hereto) or which are not material in
amount; (ii) the Company occupies its leased properties under valid and
binding leases conforming, to the extent such leases are described
therein, to the descriptions thereof set forth in the Registration
Statement and the Final Prospectus; (iii) no tenant of any of the
Properties is in default under any of the leases pursuant to which any
property is leased (and the Company does not know of any event which, but
for the passage of time or the giving of notice, or both, would constitute
a default under any of such leases) other than such defaults that would
not have a material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries, taken as a whole, whether or not arising
from transactions in the ordinary course of business; (iv) no person has
an option to purchase all or any part of any Property or any interest
therein other than the Company and as disclosed in Schedule III hereto;
(v) each of the Properties complies with all applicable codes, laws and
regulations (including, without limitation, building and zoning codes,
laws and regulations and laws relating to access to the properties) and
with all agreements between the Company and third parties relating to the
ownership or use of any Property by the Company, except if and to the
extent disclosed in the Registration Statement or the Final Prospectus and
except for such failures to comply that would not have a material adverse
effect on the condition
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(financial or other), business, prospects, properties, net worth or
results of operations of the Company and the Subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course of
business; (vi) there are in effect for the assets of the Company and the
Properties insurance coverages that are commercially reasonable and that
are consistent with the types and amounts of insurance typically
maintained by prudent owners of similar assets, and the Company has not
received from any insurance company notice of any material defects or
deficiencies affecting the insurability of any such assets; and (vii) the
Company does not have any knowledge of any pending or threatened
condemnation proceedings, zoning change, or other similar proceeding or
action that will in any material respect affect the size of, use of,
improvements on, construction on or access to the Properties, except for
such proceedings or actions that would not have a material adverse effect
on the condition (financial or other), business, prospects, properties,
net worth or results of operations of the Company and the Subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary
course of business.
(p) The Company has title policies in effect or binding commitments
from title insurance companies for the issuance of title insurance on each
of the Properties, except where the failure to have such title insurance
would not have a material adverse effect on the condition (financial or
other), business, prospects, properties, net worth or results of
operations of the Company and the Subsidiaries, taken as a whole, whether
or not arising from transactions in the ordinary course of business.
(q) The Company has not distributed and, prior to the later to occur
of (i) the Closing Date and (ii) completion of the distribution of the
Securities, will not distribute any offering material in connection with
the offering and sale of the Securities other than the Registration
Statement, any Preliminary Final Prospectus, the Final Prospectus or other
materials, if any, permitted by the Act.
(r) Each of the Company and the Subsidiaries has such permits,
licenses, franchises and authorizations of governmental or regulatory
authorities ("permits") and agreements with third parties relating to
ownership or use of any Property by the Company or any Subsidiary, as the
case may be, as are necessary to own its properties and to conduct its
business in the manner described in the Registration Statement and the
Final Prospectus, subject to such qualifications as may be set forth in
the Registration Statement and the Final Prospectus and except where the
failure to have such permits and agreements would not have a material
adverse effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business; the Company and each of the
Subsidiaries has fulfilled and performed all its material obligations with
respect to such permits and agreements and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other material impairment of the
rights of the holder of any such permit or agreement, subject in each case
to such qualification as may be set forth in the Registration Statement
and the Final Prospectus; and, except as described in the Registration
Statement and the Final Prospectus, none of such permits or agreements
contains any restriction that would have a material adverse effect on the
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condition (financial or other), business, prospects, properties, net worth
or results of operations of the Company and the Subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course of
business.
(s) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general
or specific authorization; and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(t) To the Company's knowledge, neither the Company nor any of its
Subsidiaries nor any employee or agent of the Company or any Subsidiary
has made any payment of funds of the Company or any Subsidiary or received
or retained any funds in violation of any law, rule or regulation, which
payment, receipt or retention of funds is of a character required to be
disclosed in the Prospectus.
(u) The Company and each of the Subsidiaries have filed all federal,
state and foreign tax returns required to be filed, which returns are
complete and correct, and neither the Company nor any Subsidiary is in
default in the payment of any taxes which were payable pursuant to said
returns or any assessments with respect thereto, except where such failure
to file or default in payment would not have a material adverse effect on
the condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary
course of business.
(v) No holder of any security of the Company has any right to
require registration of shares of capital stock or any other security of
the Company because of the filing of the Registration Statement or
consummation of the transactions contemplated by this Agreement.
(w) The Company and the Subsidiaries own or possess in the United
States all patents, trademarks, trademark registrations, service marks,
service ▇▇▇▇ registrations, trade names, copyrights, licenses, inventions,
trade secrets and rights described in the Registration Statement and the
Final Prospectus as being owned by them or any of them or necessary for
the conduct of their respective businesses and the Company is not aware of
any claim to the contrary or any challenge by any other person in the
United States or in any foreign jurisdiction to the rights of the Company
and the Subsidiaries with respect to the foregoing which claim or
challenge, if determined adversely to the Company, would have a material
adverse effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business.
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(x) Except as otherwise disclosed in the Registration Statement and
the Final Prospectus, the Company has not authorized or conducted and does
not have knowledge of the generation, transportation, storage, presence,
use, treatment, disposal, release, or other handling of any hazardous
substance, hazardous waste, hazardous material, hazardous constituent,
toxic substance, pollutant, contaminant, asbestos, radon, polychlorinated
biphenyls ("PCBs"), petroleum product or waste (including crude oil or any
fraction thereof), natural gas, liquefied gas, synthetic gas or other
material defined, regulated, controlled or potentially subject to any
remediation requirement under any environmental law (collectively,
"Hazardous Materials"), on, in, under or affecting any real property
currently leased or owned or by any means controlled by the Company,
including the Properties (the "Real Property") except as in material
compliance with applicable laws; to the knowledge of the Company, the Real
Property and the Company's operations with respect to the Real Property
are in compliance with all federal, state and local laws, ordinances,
rules, regulations and other governmental requirements relating to
pollution, control of chemicals, management of waste, discharges of
materials into the environment, health, safety, natural resources, and the
environment (collectively, "Environmental Laws"), and the Company has, and
is in compliance with, all licenses, permits, registrations and government
authorizations necessary to operate under all applicable Environmental
Laws, except where the failure to have or comply with such license,
permit, registration or authorization would not have a material adverse
effect on the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and the
Subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business. Except as otherwise disclosed in the
Registration Statement and the Final Prospectus, the Company has not
received any written or oral notice from any governmental entity or any
other person and there is no pending or, to the knowledge of the Company,
threatened claim, litigation or any administrative agency proceeding that:
alleges a violation of any Environmental Laws by the Company; alleges that
the Company is a liable party or a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601, et seq., or any state superfund law; has resulted in
or could result in the attachment of an environmental lien on any of the
Real Property; or alleges that the Company is liable for any contamination
of the environment, contamination of the Real Property, damage to natural
resources, property damage, or personal injury based on their activities
or the activities of their predecessors or third parties (whether at the
Real Property or elsewhere) involving Hazardous Materials, whether arising
under the Environmental Laws, common law principles, or other legal
standards except to the extent such notice, claim, litigation or
administrative agency proceeding involves matters that would not have a
material adverse effect on the condition (financial or other), business,
prospectus, properties, net worth or results of operations of the Company
and the Subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business.
(y) The Company was organized and has operated in conformity with
the requirements for qualification as a real estate investment trust (a
"REIT") under Sections 856 through 858 of the Internal Revenue Code of
1986, as amended (the "Code"), for each of its taxable years ended
December 31, 1995 through December 31, 2002, and the
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Company's current organization and method of operation should enable it to
continue to qualify as a REIT under the Code.
(z) Neither the Company nor any Subsidiary is or will become as a
result of the transactions contemplated hereby, or will conduct its
business in a manner in which it would become, "an investment company," or
a company "controlled" by an "investment company," within the meaning of
the Investment Company Act of 1940, as amended.
(aa) The statements set forth in the Final Prospectus under the
caption "Federal Income Tax Considerations" fairly and accurately state
the federal income tax considerations that would be material to a holder
of Common Stock.
Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at a purchase price of $31.119 per
share, the amount of the Underwritten Securities set forth opposite such
Underwriter's name in Schedule II hereto.
(b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not
jointly, up to 750,000 Option Securities at the same purchase price per
share as the Underwriters shall pay for the Underwritten Securities. Such
option may be exercised only to cover over-allotments in the sale of the
Underwritten Securities by the Underwriters. Such option may be exercised
in whole or in part at any time on or before the 30th day after the date
of the Final Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the number of shares of the
Option Securities as to which the several Underwriters are exercising the
option and the settlement date. The number of shares of the Option
Securities to be purchased by each Underwriter shall be the same
percentage of the total number of shares of the Option Securities to be
purchased by the several Underwriters as such Underwriter is purchasing of
the Underwritten Securities, subject to such adjustments as you in your
absolute discretion shall make to eliminate any fractional shares.
3. Delivery and Payment. Delivery of and payment for the Underwritten
Securities and the Option Securities (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the third Business Day prior to
the Closing Date) shall be made on the date and at the time specified in
Schedule I hereto or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate,
which date and time may be postponed by agreement between the Representatives
and the Company or as provided in Section 9 hereof (such date and time of
delivery and payment for the Securities
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being herein called the "Closing Date"). Delivery of the Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Underwritten Securities and the Option Securities
shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
If the option provided for in Section 2(b) hereof is exercised after the
third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives, at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the
Representatives (which shall be within three Business Days after exercise of
said option) for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer payable in
same-day funds to an account specified by the Company. If settlement for the
Option Securities occurs after the Closing Date, the Company will deliver to the
Representatives on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.
5. Agreements.
(a) The Company agrees with the several Underwriters that:
(i) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final Prospectus or
any Preliminary Final Prospectus) to the Basic Prospectus or any Rule
462(b) Registration Statement unless the Company has furnished you a copy
for your review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object. Subject to the
foregoing sentence, if the Registration Statement has become or becomes
effective pursuant to Rule 430A, or filing of the Preliminary Final
Prospectus or the Final Prospectus is otherwise required under Rule
424(b), the Company will cause the Preliminary Final Prospectus or the
Final Prospectus, properly completed, and any supplement thereto to be
filed with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Company
will promptly advise the Representatives (1) when the Registration
Statement, if not effective at the Execution Time, shall have become
effective, (2) when the Preliminary Final Prospectus or the Final
Prospectus, and any supplement thereto, shall have been
-14-
filed (if required) with the Commission pursuant to Rule 424(b) or when
any Rule 462(b) Registration Statement shall have been filed with the
Commission, (3) when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement shall have been
filed or become effective, (4) of any request by the Commission or its
staff for any amendment of the Registration Statement, or any Rule 462(b)
Registration Statement, or for any supplement to the Final Prospectus or
for any additional information, (5) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose and
(6) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of
any such stop order or the suspension of any such qualification and, if
issued, to obtain as soon as possible the withdrawal thereof.
(ii) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act, the Company promptly will (1) notify the
Representatives of such event, (2) prepare and file with the Commission,
subject to the second sentence of paragraph (a) of this Section 5, an
amendment or supplement which will correct such statement or omission or
effect such compliance and (3) supply any supplemented Final Prospectus to
you in such quantities as you may reasonably request.
(iii) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(iv) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a
copy of the Registration Statement (without exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or dealer may be required by
the Act, as many copies of each Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other
production of all documents relating to the offering.
(v) The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the
Representatives
-15-
may designate, will maintain such qualifications in effect so long as
required for the distribution of the Securities and will pay any fee of
the National Association of Securities Dealers, Inc., in connection with
its review of the offering; provided that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not
now so qualified or to take any action that would subject it to service of
process in suits, other than those arising out of the offering or sale of
the Securities, in any jurisdiction where it is not now so subject.
(vi) The Company will not, without the prior written consent of
Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or
otherwise dispose of, (or enter into any transaction which is designed to,
or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise) by the Company or any affiliate of the Company or
any person in privity with the Company or any affiliate of the Company)
directly or indirectly, including the filing (or participation in the
filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Exchange
Act, any other shares of Common Stock or any securities convertible into,
or exercisable, or exchangeable for, shares of Common Stock; or publicly
announce an intention to effect any such transaction, until the Business
Day set forth on Schedule I hereto, provided, however, that the Company
may issue and sell Common Stock pursuant to any employee stock option
plan, stock ownership plan or dividend reinvestment plan of the Company in
effect at the Execution Time and the Company may issue Common Stock
issuable upon the conversion of securities or the exercise of warrants
outstanding at the Execution Time.
(vii) The Company will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected
to cause or result in, under the Exchange Act or otherwise, stabilization
or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.
(viii) The Company will use its best efforts to meet the
requirements to qualify as a REIT under the Code unless the Company's
Board of Directors determines by resolution that it is in the best
interests of the Company's stockholders not to so qualify.
(b) If the Securities will be offered and sold in jurisdictions outside
the United States, each Underwriter further represents, warrants and agrees
that:
(i) it has not offered or sold and, prior to the expiry of a period
of six months from the closing date, will not offer or sell any Securities
to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or
-16-
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995;
(ii) it has only been communicated and caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section
21 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ ("FMSA")) received by it
in connection with the issue and sale of any Securities in circumstances
in which section 21(1) of the FMSA does not apply to the Company;
(iii) it has complied and will comply with all applicable provisions
of the FMSA with respect to anything done by it in relation to the
Securities in, from or otherwise involving the United Kingdom.
(iv) the offer in The Netherlands of the Securities is exclusively
limited to persons who trade or invest in securities in the conduct of a
profession or business (which include banks, stockbrokers, insurance
companies, pension funds, other institutional investors and finance
companies and treasury departments of large enterprises).
6. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Underwritten Securities and the Option
Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time, the Closing Date and any settlement date pursuant to Section
3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 9:30 AM on the Business Day following
the day on which the public offering price was determined, if such
determination occurred after 3:00 PM New York City time on such date; if
filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
will be filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
(b) The Company shall have requested and caused ▇▇▇▇▇▇▇ Coie LLP,
counsel for the Company, to have furnished to the Underwriters their
opinion, dated the Closing Date and addressed to the Underwriters
substantially in the form of Annex A hereto. In rendering their opinion as
aforesaid, counsel may rely (A) upon an opinion or
-17-
opinions, each dated the Closing Date, of other counsel retained by them
or the Company as to laws of any jurisdiction other than the United States
or the State of Washington, provided that (1) each such local counsel is
acceptable to you, (2) such reliance is expressly authorized by each
opinion so relied upon and a copy of each such opinion is delivered to you
and is, in form and substance satisfactory to you and your counsel, and
(3) counsel shall state in their opinion that they believe that they and
the Underwriters are justified in relying thereon; and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. References to the Final
Prospectus in this paragraph (b) include any supplements thereto at the
Closing Date.
(c) The Underwriters shall have received from King & Spalding LLP,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date and addressed to the Underwriters, with respect to the issuance and
sale of the Securities, the Registration Statement, the Final Prospectus
(together with any supplement thereto) and other related matters as the
Underwriters may reasonably require, and the Company shall have furnished
to such counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(d) The Company shall have furnished to the Underwriters a
certificate of the Company, signed by the Chief Executive Officer or the
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Final
Prospectus, any supplements to the Final Prospectus and this Agreement and
that:
(i) the representations and warranties of the Company in this
Agreement are true and correct on and as of the Closing Date with
the same effect as if made on the Closing Date and the Company has
complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included or incorporated by reference in the Final Prospectus
(exclusive of any supplement thereto), there has been no material
adverse effect on the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth
in or contemplated in the Final Prospectus (exclusive of any
supplement thereto).
(e) The Company shall have requested and caused Deloitte & Touche
LLP to have furnished to the Underwriters, at the Execution Time and at
the Closing Date, letters (which may refer to letters previously delivered
to one or more of the Representatives), dated respectively as of the
Execution Time and as of the Closing Date,
-18-
in form and substance satisfactory to the Representatives, confirming that
they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable rules and regulations adopted
by the Commission thereunder and that they have performed a review of the
unaudited interim financial information of the Company and Shurgard Europe
for the three-month period ended March 31, 2003, and at March 31, 2003 in
accordance with Statement on Auditing Standards No. 100, and stating in
effect, except as provided in Schedule I hereto, that:
(i) in their opinion the audited financial statements
and financial statement schedules of each of the Company,
Shurgard Europe and Recom included or incorporated by
reference in the Registration Statement and the Final
Prospectus and reported on by them comply as to form in all
material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related rules and
regulations adopted by the Commission;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the Company
and its subsidiaries and by each of Shurgard Europe and Recom;
their limited review, in accordance with standards established
under Statement on Auditing Standards No. 100, of the
unaudited interim financial information for the Company and
Shurgard Europe for the three-month period ended March 31,
2003 and as at March 31, 2003, included or incorporated by
reference in the Registration Statement and the Final
Prospectus; carrying out certain specified procedures (but not
an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
stockholders, directors and audit and compensation committees
of the Company and the Subsidiaries, Shurgard Europe and
Recom; and inquiries of certain officials of each of the
Company, Shurgard Europe and Recom who have responsibility for
financial and accounting matters of the Company and its
subsidiaries, Shurgard Europe and Recom, as applicable, as to
transactions and events subsequent to December 31, 2002,
nothing came to their attention which caused them to believe
that:
(1) any unaudited financial statements included or
incorporated by reference in the Registration Statement
and the Final Prospectus do not comply as to form in all
material respects with applicable accounting
requirements of the Act and with the related rules and
regulations adopted by the Commission with respect to
financial statements included or incorporated by
reference in quarterly reports on Form 10-Q under the
Exchange Act; and said unaudited financial statements
are not in conformity with generally accepted accounting
principles in the United States applied on a basis
substantially consistent with that of the audited
financial statements included or incorporated by
reference in the Registration Statement and the Final
Prospectus;
(2) with respect to the period subsequent to
December 31, 2002, there were any changes, at a
specified date not more than three
-19-
Business Days prior to the date of the letter, in the
long term debt (defined as lines of credit plus notes
payable) of the Company and its subsidiaries or capital
stock of the Company or decreases in consolidated assets
or the shareholders' equity of the Company as compared
with the amounts shown on the December 31, 2002
consolidated balance sheet included or incorporated by
reference in the Registration Statement and the Final
Prospectus, or for the period from January 1, 2003, to
such specified date there were any decreases, as
compared with the same period in the prior year, in
consolidated revenue or income before income taxes or in
total or per share amounts of net income of the Company
and its subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which
case the letter shall be accompanied by an explanation
by the Company as to the significance thereof unless
said explanation is not deemed necessary by the
Representatives;
(3) the information included or incorporated by
reference in the Registration Statement and Final
Prospectus in response to Regulation S-K, Item 301
(Selected Financial Data), Item 302 (Supplementary
Financial Information), Item 402 (Executive
Compensation) and Item 503(d) (Ratio of Earnings to
Fixed Charges) is not in conformity with the applicable
disclosure requirements of Regulation S-K;
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company and its subsidiaries, Shurgard Europe and Recom, as
applicable) set forth in the Registration Statement and the
Final Prospectus and in Exhibit 12 to the Registration
Statement, including the information set forth under the
captions "Capitalization" and "Selected Financial Information"
in the Final Prospectus, in Items 1, 2, 6, 7 and 11 of the
Company's Annual Report on Form 10-K, incorporated by
reference in the Registration Statement and the Final
Prospectus, the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated by reference in the
Company's Quarterly Reports on Form 10-Q included or
incorporated by reference in the Registration Statement and
the Final Prospectus, and the information included in the
Company's Current Reports on Form 8-K dated May 12, 2003, May
16, 2003, May 22, 2003, June 2, 2003, July 2, 2003 and July 7,
2003, incorporated by reference in the Registration Statement
and the Final Prospectus, agrees with the accounting records
of the Company and its subsidiaries, Shurgard Europe and
Recom, as applicable, excluding any questions of legal
interpretation; and
(iv) on the basis of a reading of the unaudited pro
forma financial statements included or incorporated by
reference in the Registration Statement
-20-
and the Final Prospectus (the "pro forma financial
statements"); carrying out certain specified procedures;
inquiries of certain officials of the Company, Shurgard Europe
and Recom who have responsibility for financial and accounting
matters; and proving the arithmetic accuracy of the
application of the pro forma adjustments to the historical
amounts in the pro forma financial statements, nothing came to
their attention which caused them to believe that the pro
forma financial statements do not comply as to form in all
material respects with the applicable accounting requirements
of Rule 11-02 of Regulation S-X or that the pro forma
adjustments have not been properly applied to the historical
amounts in the compilation of such statements.
References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified
in the letter or letters referred to in paragraph (e) of this Section 6 or
(ii) any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), prospects, earnings,
business or properties of the Company and its subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).
(g) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents
as the Representatives may reasonably request.
(h) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice given of any intended
or potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible change.
(i) The Securities shall have been listed and admitted and
authorized for trading on the New York Stock Exchange, and satisfactory
evidence of such actions shall have been provided to the Representatives.
(j) At the Execution Time, the Company shall have furnished to the
Representatives a letter substantially in the form of Exhibit A hereto
from each officer and director of the Company addressed to the
Representatives.
-21-
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives . Notice of
such cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be
delivered at the office of King & Spalding LLP, counsel for the Underwriters, at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.
7. Reimbursement of Underwriters' Expenses.
(a) The Company agrees to pay the following costs and expenses and
all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction, of
the Final Prospectus and the Preliminary Final Prospectus and each
amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the Final
Prospectus, the Preliminary Final Prospectus, the Incorporated Documents,
and all amendments or supplements to any of them, as may be reasonably
requested for use in connection with the offering and sale of the
Securities; (iii) the preparation, printing, authentication, issuance and
delivery of certificates for the Securities, including any stamp taxes in
connection with the original issuance and sale of the Securities; (iv) the
printing (or reproduction) and delivery of this Agreement, any Blue Sky
Memorandum and all other agreements or documents printed (or reproduced)
and delivered in connection with the offering of the Securities; (v) the
fees and expenses, if any, incurred in connection with rating the
Securities by any rating agency and the admission of the Securities for
trading on any stock exchange; (vi) the registration or qualification of
the Securities for offer and sale under the securities or Blue Sky laws of
the several states as provided in Section 5(e) hereof (including the
reasonable fees, expenses and disbursements of counsel for the
Underwriters relating to the preparation, printing or reproduction, and
delivery of the Blue Sky Memorandum and such registration and
qualification); (vii) the costs and charges of the Trustee and any
transfer agent, registrar or depositary; and (viii) the fees and expenses
of the Company's accountants and the fees and expenses of counsel
(including local and special counsel) for the Company.
(b) If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters
set forth in Section 6 hereof is not satisfied, because of any termination
pursuant to Section 10 hereof or because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any
of the Underwriters, the Company will reimburse the Underwriters severally
through Citigroup Global Markets Inc. on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that
shall have been incurred by them in connection with the proposed purchase
and sale of the Securities.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents of each
-22-
Underwriter and each person who controls any Underwriter within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for
the registration of the Securities as originally filed or in any amendment
thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that with
respect to any untrue statement or omission of material fact made in any
Preliminary Final Prospectus, the indemnity agreement contained in this
Section 8(a) shall not inure to the benefit of any Underwriter from whom
the person asserting any such loss, claim, damage or liability purchased
the securities concerned, to the extent that any such loss, claim, damage
or liability of such Underwriter occurs under the circumstance where it
shall have been determined by a court of competent jurisdiction by final
and nonappealable judgment that (w) the Company had previously furnished
copies of the Final Prospectus to the Underwriters, (x) delivery of the
Final Prospectus was required by the Act to be made to such person, (y) the
untrue statement or omission of a material fact contained in the
Preliminary Final Prospectus was corrected in the Final Prospectus and (z)
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the
Final Prospectus; provided further, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each
of its officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either the Act
or the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred
to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which any Underwriter may otherwise have.
The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Securities
and, under the heading "Underwriting" or "Plan of Distribution", (i)
the list of Underwriters and their respective participation in the
sale of the Securities, (ii) the sentences related to concessions
and reallowances and (iii) the paragraph related to stabilization,
syndicate covering transactions and penalty bids, including
descriptions of the effects of any such activities, in any
Preliminary Final Prospectus and the Final Prospectus constitute the
only information furnished in writing by or on behalf of the
-23-
several Underwriters for inclusion in any Preliminary Final
Prospectus or the Final Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it
from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel
shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel
to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of,
any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party. It
is understood, however, that the Company shall, in connection with
any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of only one separate firm of attorneys (in addition to any
local counsel) at any time for all such Underwriters and controlling
persons, which firm shall be designated in writing by Citigroup
Global Markets Inc. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement,
compromise or consent includes no admission of guilt and an
unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
-24-
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the
Underwriters severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which the Company and one or more
of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company
on the one hand and by the Underwriters on the other from the
offering of the Securities; provided, however, that in no case shall
any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such
Underwriter hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and
the Underwriters severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company
shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set
forth on the cover page of the Final Prospectus. Relative fault
shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled
to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of either the
Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of
the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall fail
to purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set
-25-
forth opposite the names of all the remaining Underwriters) the Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Schedule II
hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities, (iii)
there shall have occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war, or other calamity or crisis
the effect of which on financial markets is such as to make it, in the sole
judgment of the Representatives, impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the Final Prospectus
(exclusive of any supplement thereto) or (iv) a material disruption in
commercial banking or securities settlement or clearance services in the United
States.
11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.:
(▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the General Counsel, Citigroup Global Markets
Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: General
Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to
Shurgard Storage Centers, Inc., Attention: General Counsel (Fax No. (206)
▇▇▇-▇▇▇▇) and confirmed to it at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President, General
Counsel and Secretary.
-26-
13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,
directors, employees, agents and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.
15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
17. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Basic Prospectus" shall mean the prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the
Effective Date.
"Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
"Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
"Final Prospectus" shall mean the prospectus supplement relating to
the Securities that was first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement which describes the Securities and the offering thereof and is
used prior to filing of the Final Prospectus, together with the Basic
Prospectus.
-27-
"Properties" shall mean the properties listed on Schedule III hereto
which represent, as of March 31, 2003, all of the real property in which
the Company, either directly or through its Subsidiaries (as defined
herein), owns an interest.
"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in
the event any post-effective amendment thereto or any Rule 462(b)
Registration Statement becomes effective prior to the Closing Date, shall
also mean such registration statement as so amended or such Rule 462(b)
Registration Statement, as the case may be. Such term shall include any
Rule 430A Information deemed to be included therein at the Effective Date
as provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
rules under the Act.
"Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the registration statement referred to
in Section 1(a) hereof.
-28-
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.
Very truly yours,
Shurgard Storage Centers, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Citigroup Global Markets Inc.
Banc of America Securities LLC
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
By: Citigroup Global Markets Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: ..........................................
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
For itself and the other
several Underwriters, if any,
named in Schedule II to
the foregoing Agreement.
-29-
SCHEDULE I
Underwriting Agreement dated July 11, 2003
Registration Statement No. 333-54392 and 333-100165
Representative(s): Citigroup Global Markets Inc.
Banc of America Securities LLC
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
Title, Purchase Price and Description of Securities:
Title: Class A Common Stock
Number of Securities to be sold by the Company: 5,000,000
Price to Public per Share (include accrued dividends, if any): $32.50
Price to Public -- total: $162,500,000
Underwriting Discount per Share: $1.381
Underwriting Discount -- total: $6,905,000
Proceeds to Company per Share: $31.119
Proceeds to Company -- total: $155,595,000
Other provisions: None
Closing Date, Time and Location: July 16, 2003 at 10:00 a.m. at the offices of
King & Spalding LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Type of Offering: Non-Delayed
Date referred to in Section 5(f) after which the Company may offer or sell
securities issued or guaranteed by the Company without the consent of the
Representative(s): 30 days from the date of the Final Prospectus
Modification of items to be covered by the letter from Deloitte & Touche LLP
delivered pursuant to Section 6(e) at the Execution Time: None
SCHEDULE II
NUMBER OF UNDERWRITTEN
UNDERWRITERS SECURITIES TO BE PURCHASED
------------ --------------------------
Citigroup Global Markets Inc. 3,000,000
---------
Banc of America Securities LLC 1,000,000
---------
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated 1,000,000
=========
Total ........................... 5,000,000
=========
SCHEDULE III
LIST OF PROPERTIES
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
3040 1 1 Tanque Verde Tucson AR 2002 2002 62,000
3013 10 2 Chandler Chandler AZ 1986 1986 71,000
3033 291 3 Val Vista (6)(8) Gilbert AZ 1999 1999 52,000
3038 1 ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 48,000
3015 10 5 Mesa Mesa AZ 1987 1985 99,000
3017 110 6 Warner (1) Mesa AZ 1995 1985 61,000
3018 1 7 ▇▇▇▇▇▇ Ranch Mesa AZ 1996 1978 58,000
3004 10 8 Phoenix Phoenix AZ 1985 1984 78,000
3014 10 9 Phoenix East Phoenix AZ 1987 1984 65,000
3021 290 10 Arrowhead (6) Phoenix AZ 1997 1997 67,000
3027 1 11 Colonnade (2) Phoenix AZ 1998 1997 30,000
3028 1 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (8) Phoenix AZ 1998 1998 65,000
3022 290 13 Ahwatukee (6)(8) Phoenix AZ 1998 1998 70,000
3039 1 14 Desert Sky Phoenix AZ 2001 2001 68,000
3002 10 15 Scottsdale Scottsdale AZ 1985 1976/85 47,000
3020 1 16 ▇▇▇▇ Scottsdale AZ 1997 1996 43,000
3019 1 17 Airpark Scottsdale AZ 1997 1997 49,000
3003 1 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 1985/87 1985 112,000
3001 1 19 Tempe Tempe AZ 1984 1976 54,000
3032 1 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (8) Tempe AZ 1999 1998 30,000
3030 1 21 Speedway (8) Tucson AZ 1998 1998 68,000
3035 292 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (7)(8) Tucson AZ 1999 2000 68,000
5036 1 23 Aliso Viejo Aliso Viejo CA 1996 1996 86,000
5052 292 24 Antioch (7)(8) Antioch CA 1999 1999 57,000
5038 1 25 Bloomington Bloomington CA 1997 1983 50,000
5035 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (4) Castro Valley CA 1994 1989
5029 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1975 50,000
5001 10 28 Colton Colton CA 1985 1984 73,000
5043 120 29 Costa Mesa (1)(8) Costa Mesa CA 1999 1998 40,000
5027 2 30 ▇▇▇▇ City Daly City CA 1995 1989 96,000
▇▇▇▇ ▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 130,000
5018 10 32 Fontana Sierra Fontana CA 1987 1980/85 85,000
5002 10 33 Hayward Hayward CA 1985 1983 48,000
5003 10 34 Union City Hayward CA 1985 1985 41,000
5021 1 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 99,000
5050 120 36 Westpark (1)(8) Irvine CA 2000 1999 110,000
5005 10 37 La Habra La Habra CA 1986 1979/91 95,000
5042 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 100,000
5059 120 ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 64,000
5062 1 40 Livermore Livermore CA 2002 2002 71,600
5015 1 41 ▇▇▇▇▇▇ City Los Angeles CA 1988 1989 77,000
5028 200 42 Martinez (1) Martinez CA 1995 1987 56,000
5019 10 43 Mountain View Mountain View CA 1987 1986 28,000
5030 1 44 Newark Newark CA 1996 1991 61,000
5061 1 45 Oakley Oakley CA 2001 2001 56,000
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 57,000
5023 1 47 Orange Orange CA 1996 1985 89,000
5008 10 48 Palo Alto Palo Alto CA 1986 1987 48,000
5026 200 49 Pinole (1) Pinole CA 1995 1988 37,000
5007 1 50 El Cerrito Richmond CA 1986 1987 62,000
5054 1 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 2001 70,000
5031 1 52 Sacramento Sacramento CA 1996 1991 53,000
5013 10 53 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ San Diego CA 1986 1984 90,000
5016 10 54 S. San Francisco San Francisco CA 1987 1985 56,000
5045 291 55 ▇▇▇ ▇▇▇▇ (6)(8) San Francisco CA 1999 1999/1934 94,000
5065 56 SF- ▇▇▇▇▇ San Francisco CA 2002 2002 80,123
5039 290 57 Blossom Valley (6)(8) San Jose CA 1998 1998 64,000
5049 1 58 Capital Expressway (2)(8) San Jose CA 2000 2000 66,000
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 111,000
5060 120 60 San ▇▇▇▇ Creek San ▇▇▇▇ CA 2001 2001 48,000
5032 1 61 San Leandro San Leandro CA 1996 1991 59,000
Page 1
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
5033 1 62 San ▇▇▇▇▇▇▇ San Lorenzo CA 1996 1990 54,000
5063 1 63 Monterey Sand City CA 2002 2002 74,059
5014 1 64 Santa ▇▇▇ Santa Ana CA 1986 1975/86 167,000
5010 1 65 Westwood Santa Monica CA 1986 1988 65,000
5020 1 66 Solana Beach (2) Solana Beach CA 1987 1984 87,000
5006 1 67 Sunnyvale Sunnyvale CA 1986 1974/75 153,000
5034 1 68 Tracy Tracy CA 1996 1986 70,000
5064 1 69 ▇▇▇▇▇ ▇▇ Tracy CA 2002 2002 74,371
5024 1 70 Walnut Walnut CA 1996 1986 97,000
5053 292 71 Walnut Creek (2)(7)(8) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 105,000
6001 10 72 Tamarac Denver CO 1984 1977 25,000
6004 10 73 Thornton Denver CO 1984 1984 41,000
6006 1 74 Lakewood Golden CO 1986 1985 67,000
6008 1 ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2002 41,950
6002 10 76 Windermere Littleton CO 1984 1977/79 80,000
6005 10 77 Northglenn Northglenn CO 1987 1979 75,000
10029 275 78 West Town (1)(8) Altamonte Springs FL 1998 1998 50,000
10031 276 79 ▇▇▇▇▇▇▇ (1)(8) Brandon FL 1999 1999 69,000
10009 210 80 Davie (1) Davie FL 1996 1990 76,000
10033 278 81 Daytona Beach (1)(8) Daytona Beach FL 1999 1999 74,000
10010 1 82 Delray Beach Delray Beach FL 1996 1986 77,000
10001 10 83 Oakland Park Ft. Lauderdale FL 1985 1974/78 290,000
10025 1 84 Lauderhill Lauderhill FL 1997 1986 62,000
10008 1 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 75,000
10034 279 86 Eau Galllie (1)(8) Melbourne FL 1999 1999 59,000
10020 271 87 Oviedo (1) Orlando FL 1997 1997 65,000
10021 270 88 South Orange (1) Orlando FL 1997 1997 71,000
10023 272 89 Maitland (1) Orlando FL 1997 1997 78,000
10022 273 90 S. Semoran (1) Orlando FL 1997 1997 83,000
10035 282 91 Vineland (1) (8) Orlando FL 1999 1998 48,000
10040 285 92 Colonial Town Orlando FL 2001 2001 56,000
10042 1 93 ▇▇▇▇▇ Orlando FL 2001 2001 74,000
10045 287 94 Fairbanks Orlando FL 2002 2002 65,204
10014 286 95 Alafaya Trail Orlando FL 2002 2002 67,000
10043 1 96 University Orlando FL 2002 2002 78,000
10032 277 97 Ormond Beach (1)(8) Ormond Beach FL 1999 1999 60,000
10002 10 98 Seminole Seminole FL 1986 1984/85 61,000
10028 274 99 Red Bug (1) Seminole County FL 1997 1997 75,000
10036 280 100 Hyde Park (1)(8) Tampa FL 1999 1999 61,000
10037 281 101 Carrollwood (1)(8) Tampa FL 1999 1999 62,000
10039 284 102 Oldsmar (1)(8) Tampa FL 2000 2000 53,000
10038 283 103 West Waters (1)(8) Tampa FL 2000 2000 71,000
10004 10 104 Blue Heron West Palm Beach FL 1987 1975 167,000
10003 10 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ 1987 1981 124,000
11003 31 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 69,000
11009 31 107 Decatur Atlanta GA 1995 1992 65,000
11008 31 108 Brookhaven Atlanta GA 1995 1992 66,000
11010 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1996 1990 41,000
11013 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1996 1996 72,000
11016 290 111 ▇▇▇▇▇ Bridge (6) Atlanta GA 1997 1997 75,000
11015 1 112 Satellite Blvd. Duluth GA 1997 1994 75,000
11014 1 113 Peachtree Duluth GA 1997 1996 100,000
11002 1 114 ▇▇▇▇▇▇ Falls Dunwoody GA 1996 1990 76,000
11007 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1980 65,000
11012 1 116 Gwinnett Lawrenceville GA 1996 1996 71,000
11017 290 117 Lawrenceville (6) Lawrenceville GA 1997 1997 74,000
11019 291 118 ▇▇▇▇▇ Plains (6)(8) Marietta GA 1998 1998 68,000
11004 1 119 Norcross Norcross GA 1996 1984 62,000
11001 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 57,000
11021 292 121 ▇▇▇▇▇▇▇ Bridge (7)(8) Roswell GA 1999 2000 57,000
11005 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 1996 1985 61,000
Page 2
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
11006 1 123 Tucker Tucker GA 1996 1987 60,000
14001 10 124 Alsip Alsip IL 1982 1980 79,000
14025 1 125 Berwyn Berwyn IL 2002 2002 69,505
14012 1 126 Bolingbrook Bolingbrook IL 1997 1997 68,000
14006 10 127 Bridgeview Bridgeview IL 1985 1983 75,000
14002 10 128 Dolton Calumet City IL 1982 1979 79,000
14013 290 129 Fox Valley (6)(8) Chicago IL 1998 1998 71,000
14026 1 130 Chicago Heights Chicago Heights IL 2002 2002 69,785
14016 291 131 Country Club Hills (6)(8) Country Club Hills IL 1999 1999 74,000
14009 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 64,000
14023 1 133 Lincolnwood Lincolnwood IL 2001 2001 58,000
14008 10 134 Lisle Lisle IL 1986 1976/86 53,000
14003 10 135 Lombard Lombard IL 1982 1980 53,000
14024 1 136 Niles Niles IL 2002 2002 49,431
14010 1 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1991 87,000
14020 292 138 Palatine (7)(8) Palatine IL 2000 2000 52,000
14004 10 139 Rolling ▇▇▇▇▇▇▇ Rolling Meadows IL 1982 1980 71,000
14005 10 140 Schaumburg Schaumburg IL 1982 1980 71,000
14018 291 141 Schaumburg South (6)(8) Schaumburg IL 1999 1999 72,000
14022 1 142 Wheaton Wheaton IL 2001 2001 51,000
14007 10 143 Willowbrook Willowbrook IL 1986 1979/82 44,000
15003 1 144 Carmel Carmel IN 1996 1996 61,000
15019 1 145 ▇▇▇▇▇ Fishers IN 2002 1999 63,000
15002 1 146 College Park Indianapolis IN 1986 1984 68,000
15001 1 147 Glendale Indianapolis IN 1986 1985 60,000
15004 1 148 Georgetown Indianapolis IN 1996 1996 72,000
15005 1 149 Allisonville Indianapolis IN 1997 1987 87,000
15007 1 150 Castleton Indianapolis IN 1998 1988 48,000
15006 290 151 Eaglecreek (6) (8) Indianapolis IN 1998 1998 73,000
15011 292 152 Downtown Indy (7)(8) Indianapolis IN 1999 1999 61,000
15012 292 153 East Washington (7)(8) Indianapolis IN 1999 1999 69,000
15020 1 154 E. 62nd St. Indianapolis IN 2002 1999 50,000
15018 1 155 Speedway Indianapolis IN 2002 2002 62,000
15008 290 156 County Line (2)(6)(8) SouthPort IN 1998 1998 72,000
20012 290 157 Annapolis (2)(6)(8) Annapolis MD 1998 1998 69,000
20011 1 158 Clinton Clinton MD 1986 1985 54,000
20010 1 159 Frederick Frederick MD 1994 1987 32,000
20009 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ Ft. Washington MD 1994 1987 28,000
20006 1 161 Gaithersburg Gaithersburg MD 1994 1986 82,000
20005 10 162 Crofton Gambrills MD 1988 1985 40,000
20007 1 163 Germantown Germantown MD 1994 1988 45,000
20003 10 164 Laurel Laurel MD 1988 1984 30,000
20014 1 165 Reistertown Owings Mills MD 2002 1992 20,617
20008 1 166 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Silver Spring MD 1994 1987 28,000
20001 1 167 Suitland Suitland MD 1987 1985 45,000
23009 10 168 Walled Lake Walled Lake MI 1985/89 1984 69,000
23019 1 169 ▇▇▇ Arbor Ann Arbor MI 1988 1977 62,000
23037 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 67,000
23020 1 171 Canton Canton MI 1988 1986 59,000
23007 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 81,000
23036 292 173 Canton Township (7)(8) Canton Township MI 2000 2000 68,000
23033 291 174 Clinton Township (6)(8) Clinton Township MI 1999 1999 70,000
23014 1 175 Madison Heights Detroit MI 1995 1977 66,000
23028 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1977 46,000
23039 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 2001 1998 56,000
23021 1 178 Fraser Fraser MI 1988 1985 73,000
23003 1 179 Grand Rapids Grand Rapids MI 1983 1978 45,000
23030 1 180 Jackson Jackson MI 1997 1978 49,000
23004 10 181 Lansing Lansing MI 1983 1978/79 40,000
23022 1 182 Livonia LIvonia MI 1988 1985 67,000
23038 11 183 Mt Clemens Mt. ▇▇▇▇▇▇▇ MI 2001 2001 66,000
Page 3
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
23034 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 71,000
23005 10 185 Southfield Southfield MI 1983 1976 76,000
23041 260 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2002 68,315
23023 1 187 Sterling Heights Sterling Heights MI 1996 1986 105,000
23026 1 188 Taylor Taylor MI 1995 1980 83,000
23002 10 189 ▇▇▇▇ - Maple Troy MI 1981 1975/77 81,000
23006 10 190 Troy - Oakland Mall Troy MI 1983 1979 88,000
23025 1 191 Rochester (8) Utica MI 1996 1989 57,000
23024 1 192 Warren Warren MI 1988 1985 68,000
25001 254 193 SouthHaven (1) (8) Memphis MS 1998 1998 42,000
34003 1 194 Cary Cary NC 1994 1984 34,000
34135 125 195 Pavilion Charlotte NC 2002 67,832
34114 125 196 ▇▇▇▇▇▇▇▇▇ Charlotte NC 2002 89,729
34115 125 ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 2002 99,467
34133 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 122,349
34122 125 199 ▇▇▇▇▇▇▇▇ Charlotte NC 2002 138,379
34124 125 200 Amity Ct Charlotte NC 2002 63,572
34103 125 201 Eastland Charlotte NC 2002 83,304
34104 125 202 Albermarle Charolrtte NC 2002 107,976
34147 125 203 Clayton Clayton NC 2002 47,940
34129 125 204 Concord Concord NC 2002 84,978
34004 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1994 1987 28,000
34156 125 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 2002 32,913
34142 125 207 Randleman Greensboro NC 2002 83,040
34113 125 208 Hickory Hickory NC 2002 114,246
34153 125 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 24,902
34116 125 210 Lexington NC Lexington NC 2002 55,874
34105 125 211 COTT Matthews NC 2002 39,919
34127 125 212 Stallings Matthews NC 2002 87,852
34101 125 213 Matthews Matthews NC 2002 127,899
34107 125 214 Monroe Monroe NC 2002 107,928
34005 1 215 Morrisville Morrisville NC 1994 1988 40,000
34102 125 216 Pineville Pineville NC 2002 192,294
34001 1 217 Glenwood Raleigh NC 1994 1983 31,000
34002 ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 34,000
34006 290 219 Creedmoor (6) Raleigh NC 1997 1997 72,000
34120 125 220 Rockingham Rockingham NC 2002 54,639
34109 125 221 Salisbury Salisbury NC 2002 113,418
34154 125 222 Wake Forest Wake Forest NC 2002 39,530
34146 125 223 Weddington Waxhaw NC 2002 70,805
34149 125 224 Country Club Winston Salem NC 2002 39,224
34155 125 225 Silas Creek Winston, Salem NC 2002 35,065
34106 125 226 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Salem NC 2002 74,718
31004 292 227 Bricktown (7)(8) ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2000 71,000
31006 ▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇▇▇▇ ▇▇ ▇▇▇▇ 2003 63,700
31001 1 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 89,000
31003 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 74,000
31005 1 231 Voorhees Voorhees NJ 2001 2001 71,000
33004 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 1986 1940 102,000
33005 1 233 Utica Brooklyn NY 1986 1964 75,000
33015 292 234 Hempstead (7)(8) Hempstead NY 1999 1999 66,000
33014 292 235 Commack (7)(8) Huntington NY 1999 1999 80,000
33008 300 236 Melville (6)(8) Long Island NY 1998 1998 74,000
33017 292 237 Great Neck (7)(8) Long Island NY 1999 1929 20,000
33016 292 238 Nesconset (7)(8) Long Island NY 2000 2000 50,000
33018 292 239 ▇▇▇▇ Page (7)(8) Long Island NY 2000 2000 81,000
33002 1 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 58,000
33003 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1940 76,000
33001 1 242 Yonkers Yonkers NY 1986 1928 100,000
37001 230 243 Riverside Tulsa OK 2001 2001 54,000
38003 10 244 Beaverton Beaverton OR 1985 1974 25,000
Page 4
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
38007 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 65,000
38011 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1973 42,000
38010 210 247 Milwaukie (1) Milwaukie OR 1996 1990 59,000
38006 10 248 Portland Portland OR 1988 1988 49,000
38014 200 249 16th and ▇▇▇▇▇ (1) Portland OR 1995 1973 26,000
38013 31 250 Oregon City Portland OR 1995 1992 57,000
38015 31 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1993 67,000
38008 210 252 Division (1) Portland OR 1996 1992 47,000
38019 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 64,000
38020 1 254 Hillsboro Portland OR 1996 1996 66,000
38001 10 255 Salem Salem OR 1983 1979/81 67,000
38016 31 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1993 54,000
38004 10 257 King City Tigard OR 1987 1986 83,000
39007 258 Valley Forge Alexandria PA 2002 2002 60,899
39006 1 259 Oxford Valley Fairless Hills PA 2002 2002 57,225
39003 1 260 Airport Philadelphia PA 1986 1985 96,000
39002 31 261 Edgemont Philadelphia PA 1995 1992 64,000
39004 290 262 Painter's Crossing (6)(8) Philadelphia PA 1998 1998 49,000
39001 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (2) West Chester PA 1986 1980 84,000
41043 125 264 Charleston Ladson SC 2002 63,351
41051 125 265 Ashley River Charleston SC 2002 55,820
41019 125 266 Garners Ferry Columbia SC 2002 93,645
41008 125 267 Florence Florence SC 2002 129,753
41041 125 268 Ballantyne ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 41,525
41032 125 269 Woodruff Greenville SC 2002 63,008
41038 125 270 Shriners Greenville SC 2002 66,922
41018 125 271 Greenville Greenville SC 2002 108,530
41048 125 272 Sunset Lexington SC 2002 27,689
41050 125 273 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 42,872
41044 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 54,726
41011 125 275 Spartanburg Spartanburg SC 2002 55,090
41010 125 276 Sumter Sumter SC 2002 58,309
42009 254 277 Wolfchase (1) Memphis TN 1997 1997 59,000
42011 254 278 Winchester (1) Memphis TN 1998 1988 65,000
42012 254 279 Sycamore (1) Memphis TN 1998 1984/88 55,000
42014 257 280 South Main (1)(8) Memphis TN 1999 1999 27,000
42010 255 281 Stones River (1) (8) Murfeesboro TN 1998 1998 63,000
42003 250 282 Medical Center (1) Nashville TN 1994 1995 57,000
42004 252 283 Franklin (1) Nashville TN 1995 1995 55,000
42002 251 284 Hermitage (1) Nashville TN 1995 1995 65,000
42007 252 285 Rivergate (1) Nashville TN 1996 1996 53,000
42008 253 286 Hickory Hollow (1) Nashville TN 1997 1997 53,000
44006 10 287 Arlington/Forum 303 Arlington TX 1986 1984 57,000
44043 32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 43,000
44040 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TX 1996 1996 66,000
44007 10 290 North Austin Austin TX 1986 1982 67,000
44047 32 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1994 75,000
44046 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1997 1995 55,000
44045 32 293 Georgetown Austin TX 1997 1996 58,000
44081 292 294 Oak Hills (2)(7)(8) Austin TX 1999 1999 65,000
44066 291 295 Bee Caves Road (6)(8) Austin TX 1999 1999 68,000
44086 32 296 Lakeline Austin TX 2001 2001 67,000
44089 32 297 Oltorf Austin TX 2002 2002 67,000
44001 32 298 Bedford Bedford TX 1985 1984 69,000
44072 32 299 North Carrollton (8) Carrollton TX 2000 1999 65,000
44048 32 300 Valley Ranch Coppell TX 1997 1995 94,000
44037 32 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1995 65,000
44038 32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1995 68,000
44042 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 62,000
44044 32 304 Lewisville Dallas TX 1997 1997 62,000
44052 290 305 Greenville (6) (8) Dallas TX 1998 1998 61,000
Page 5
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
44061 291 306 Southlake (6)(8) Dallas TX 1998 1998 66,000
44065 291 307 Cityplace (6)(8) Dallas TX 1999 1999 58,000
44069 291 308 ▇▇▇▇▇▇▇▇▇ Street (6)(8) Fort Worth TX 1999 1999 66,000
44021 10 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TX 1988 1987 54,000
44026 10 310 Federal Houston TX 1988 1988 55,000
44023 10 311 Woodlands Houston TX 1988 1988 64,000
44027 10 312 West U Houston TX 1989 1988 60,000
44028 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1989 1989 60,000
44029 32 314 Hillcroft (2) Houston TX 1991 1988 59,000
44036 32 315 Mission Bend Houston TX 1995 1995 69,000
44031 210 316 River Oaks (1) Houston TX 1996 1989 67,000
44030 32 317 ▇.▇. ▇▇▇▇▇▇ Houston TX 1996 1990 64,000
44041 32 318 Woodforest Houston TX 1996 1996 54,000
44060 291 319 Champions (6)(8) Houston TX 1998 1998 65,000
44062 32 320 Cinco Ranch (8) Houston TX 1999 1998 57,000
44068 291 321 Oak Farm Dairy (6)(8) Houston TX 1999 1999 64,000
44077 32 322 Westchase (8) Houston TX 2000 1998 52,000
44075 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (8) Houston TX 2000 1999 25,000
44008 10 324 Westheimer Houston TX 1986 1977 73,000
44012 10 325 Hurst Hurst TX 1987 1974 67,000
44087 32 326 Grapevine (Hwy 26) Hurst TX 2001 2001 60,000
44011 10 ▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇. (3) Irving TX 1985 1975/84 141,000
10 ▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇. (3) Irving TX 1985 1975/84
44010 10 329 Beltline Road Irving TX 1989 1985/86 68,000
44039 32 330 ▇▇▇▇▇▇▇▇ Crossing Irving TX 1996 1996 65,000
44084 292 331 Las Colinas (7)(8) Irving TX 2000 2000 54,000
44024 32 332 Kingwood Kingwood TX 1988 1988 54,000
44074 32 333 North Park (8) Kingwood TX 2000 1996 48,000
44082 292 334 Olympia (7)(8) Missouri City TX 1998 1999 63,000
44073 32 335 First Colony (8) Missouri City TX 2000 1994 42,000
44109 1 336 ▇▇▇▇▇▇▇ Richardson TX 2002 2002 42,650
44004 10 337 San Antonio NE San Antonio TX 1985 1982 74,000
44003 10 338 Hill Country Village San Antonio TX 1985 1982 79,000
44009 10 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 53,000
44014 10 340 Fredicksburg San Antonio TX 1987 1978/82 82,000
44020 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 75,000
44019 10 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989/91 66,000
44034 110 343 Universal City(1) San Antonio TX 1995 1985 82,000
44033 32 344 Windcrest San Antonio TX 1996 1975 85,000
44051 32 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1995 57,000
44050 32 346 Nacodoches San Antonio TX 1998 1996 59,000
44054 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 55,000
44080 292 348 Medical Center SA (7)(8) San Antonio TX 1998 1999 58,000
44057 32 349 Quarry (8) San Antonio TX 1999 1999 64,000
44079 292 350 Helotes (7)(8) San Antonio TX 2000 2000 56,000
44088 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 59,000
44022 10 352 Sugarland Sugarland TX 1988 1987 55,000
47040 292 353 Old Towne (7)(8) Alexandria VA 1999 1999 69,000
47019 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 51,000
47044 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ (4) Burke VA 2001 1983 29,000
47043 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 65,000
47023 1 357 Charlottesville Charlottesville VA 1994 1984 32,000
47027 1 358 Cedar Road Chesapeake VA 1994 1989 36,000
47015 1 359 Chesapeake Chesapeake VA 1996 1986 58,000
47021 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1986 31,000
47001 10 361 Fairfax Fairfax VA 1986 1980 91,000
47005 1 362 ▇▇▇▇▇ Fairfax VA 1996 1984 32,000
47039 291 363 Merrifield (6)(8) Fairfax VA 1999 1999 73,000
47002 10 364 Falls Church Falls Church VA 1987 1988 93,000
47022 1 365 Gainesville Gainesville VA 1994 1988 31,000
47008 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VA 1988 1985 39,000
Page 6
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
47016 1 367 Leesburg Leesburg VA 1996 1986 28,000
47047 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 47,000
47003 10 369 Manassas E. & W. (3) Manassas VA 1988 1984 69,000
47033 1 370 McLean (2) McLean VA 1997 1997 72,000
47010 1 371 Newport News North Newport News VA 1996 1986 59,000
47009 10 372 Newport News. S Newport News VA 1985/92 1985 59,000
47028 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 36,000
47029 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989 34,000
47034 290 375 Potomac ▇▇▇▇▇ (6) Potomac ▇▇▇▇▇ VA 1997 1997 69,000
47011 10 376 North Richmond Richmond VA 1988 1984 37,000
47030 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 35,000
47006 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 44,000
47046 1 379 Fullerton Springfield VA 2001 1981 78,000
47035 290 380 Cascades (6) (8) Sterling VA 1998 1998 63,000
47014 1 381 Bayside Virginia Beach VA 1988 1984 28,000
47013 10 382 Kempsville Virginia Beach VA 1989 1985 33,000
47012 1 383 Virginia Beach Virginia Beach VA 1989 1985 65,000
47024 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 39,000
47025 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 34,000
47026 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 40,000
47007 1 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 48,000
48041 10 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984/87 35,000
48059 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 62,000
48007 10 390 Bellevue East & West (3) ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1975 167,000
48006 10 391 Factoria Bellevue WA 1984 1984 57,000
48047 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 65,000
48048 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989 70,000
48001 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 74,000
48044 220 395 Canyon Park JV (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1990 58,000
48060 1 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 66,000
48066 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 41,000
48012 1 398 Edmonds Edmonds WA 1984 1974/75 121,000
48003 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 63,000
48080 291 400 Mill Creek (6)(8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 68,000
48009 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ 1975 134,000
48078 1 402 Gig Harbor (8) ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 35,000
48033 10 403 Issaquah ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 56,000
48067 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1977 44,000
48014 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 61,000
48084 292 406 ▇▇▇▇▇▇▇ (7)(8) ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1999 65,000
48035 10 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 80,000
48069 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 54,000
48068 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1977 25,000
48071 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 30,000
48062 ▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 46,000
48026 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 28,000
48082 291 413 Redmond (6)(8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 51,000
48073 290 414 Sammamish (6) (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 76,000
48010 10 415 Renton Renton WA 1984 1979/89 80,000
48019 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 68,000
48046 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 57,000
48004 10 418 Whitecenter ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 48,000
48017 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1974 41,000
48018 1 420 Burien II ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 60,000
48081 291 421 Pier 57 (6) (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1912 59,000
48039 100 422 Capitol Hill (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 71,000
48036 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 83,000
48028 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 45,000
48051 110 425 Lake City (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 51,000
48063 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 66,000
48076 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 70,000
Page 7
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
48011 10 428 Shoreline/▇▇▇▇▇▇ ▇. (3) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 139,000
48013 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 78,000
48070 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 49,000
48005 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1982 60,000
48040 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1975 46,000
48043 210 433 Sprague (1) ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1950/89 52,000
48072 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 52,000
48042 1 435 Lakewood 512 (4) Tacoma WA 87/88/91 1979/81 130,000
48002 10 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1982 46,000
48045 210 437 ▇▇▇▇▇ Dell (1) ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989 56,000
48064 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 68,000
48016 1 439 Woodinville Woodinville WA 1984 1982/84 70,000
EUROPE
------
90 1 Aartselaar (5) Aartselaar Belgium 1997 1997 76,000
90 2 Antwerpen Linkerhoever Antwerp Belgium 2002 2002 53,700
▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2000 2000 67,000
90 4 Antwerpen Moretuslei Borgerhout Belgium 2002 2002 47,000
▇▇ ▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 1995 34,000
90 6 Forest (5) Brussels Belgium 1995 1995 49,000
▇▇ ▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 1995 86,000
▇▇ ▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1996 1996 75,000
90 9 Machalen (5) Brussels Belgium 1997 1997 65,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1998 1998 49,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1998 1998 63,000
90 12 Ghent (5) Brussels Belgium 1998 1998 72,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 1999 63,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 1999 74,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2000 2000 67,000
▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2001 2001 51,300
90 17 Luik (5) Liege Belgium 2000 2000 52,000
90 18 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2002 51,700
90 19 Hvidovre (5) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2001 60,200
90 20 Ishoj (5) Ishoj Denmark 2001 2001 49,700
90 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2002 53,800
90 22 Coignieres (5) Coignieres France 2001 2001 49,100
90 23 Epinay Sur Seine Epinay France 2002 2002 53,700
90 24 Grigny (5) Grigny France 2001 2001 53,800
90 25 La Seyne Sur Mer La Seyne Sur Mer France 2002 2002 53,800
▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 53,700
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 53,700
90 28 Vitrolles Marseille France 2002 2002 53,700
90 29 Nice (5) Nice France 1997 1991 42,000
90 30 Noisy le Grand Noisy le Grand France 2002 2002 53,800
90 31 Montrouge (5) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 1997 1997 23,000
90 33 Pontault-Combault (5) Paris France 1999 1999 54,000
90 34 Port Marly (5) Paris France 2000 2000 46,000
90 35 Osny (5) Paris France 2000 2000 54,000
90 36 Fresnes (5) Paris France 2000 2000 56,000
90 37 Ballainvilliers (5) Paris France 2000 2000 58,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 61,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 64,000
90 40 Nanterre (5) Paris France 2000 2000 68,000
90 41 Buchelay (5) Paris France 2000 2001 57,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2001 65,000
90 43 Sevran Sevran France 2002 2002 53,600
90 44 Thiais (5) Thiais France 2001 2001 53,800
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 66,000
Page 8
PROPERTY STATE OWNED YEAR APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION / COUNTRY SINCE BUILT RENTABLE SF
------- ------ ------------- ----------------- --------- ----- ----- -----------
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 53,800
90 49 Delft Kleveringweg Delft Kleveringweg Netherlands 2002 2002 52,500
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 1999 1999 61,000
90 51 Breda (5) Den ▇▇▇▇ Netherlands 2001 2001 64,000
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 48,300
90 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 53,800
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 53,800
▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 53,700
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 53,800
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 57,200
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 53,500
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 51,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 53,700
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 52,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 45,000
90 63 Spaanse Polder (5) Spaanse Polder Netherlands 2001 2001 49,600
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 61,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 51,900
▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 49,000
90 68 Danderyd Danderyd Sweden 2002 2002 48,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 65,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 53,500
90 71 Lund Pilsaker (5) Lund Pilsaker Sweden 2001 2001 53,400
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 70,000
90 73 Minelund (5) Minelund Sweden 2001 2001 53,800
90 74 Skarpnack Skondal (5) Skarpnack Skondal Sweden 2001 2001 53,200
▇▇ ▇▇ ▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 60,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 67,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 72,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 26,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 63,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 65,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 69,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 53,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2001 51,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 60,000
90 85 Vastra Frolunda (5) Vastra Frolunda Sweden 2001 2001 53,600
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2001 2001 50,800
90 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 62,300
90 88 Streatham (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 45,000
90 89 Croydon (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 67,000
90 90 Hayes (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 67,000
90 91 Hanworth (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2000 44,000
90 92 Reading (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2000 51,000
90 ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2000 2001 49,000
90 94 Neasden (5) Neasden United Kingdom 2001 2001 53,000
90 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 46,700
90 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 53,800
(1) We own between 50-99% of these properties
(2) We do not have fee title, but have a long-term lease, with respect
to the land on which property is located.
(3) These properties are now operated as one property.
(4) Property is a business park.
(5) We own a 7.57% interest in this property.
(6) We own a 10% interest in this property
(7) We own a 20% interest in this property
(8) This property is included in our New Store operating results. All
other domestic properties are included in our Same Store operatin
results. (See Note M)
Page 9
SCHEDULE IV
SUBSIDIARIES OF THE COMPANY
AND OWNERSHIP OF CAPITAL STOCK
CORPORATE SUBSIDIARIES OWNERSHIP
---------------------- ---------
SSC Evergreen, Inc., a Delaware corporation 100%
SSC Property Holdings, Inc., a Delaware corporation 100%
Shurgard Development I, Inc., a Washington corporation 100%
Shurgard Development II, Inc., a Washington corporation 100%
Shurgard Development IV, Inc., a Washington corporation 100%
Shurgard Holdings, Inc., a Washington corporation 100%
SSC Benelux, Inc., a Delaware corporation 100%
Shurgard TRS, Inc., a Washington corporation 100%
SSCI Minnesota Corporation, a Washington corporation 100%
LIMITED LIABILITY COMPANIES
---------------------------
Storage Line Management, LLC, a Washington limited liability company 100%
Shurgard Preferred Partners, LLC, a Washington limited liability company 100%
SS Income Plan, LLC, a Washington limited liability company 100%
SSTG, LLC, a Washington limited liability company 100%
Shurgard-▇▇▇▇▇▇▇ Memphis Properties, LLC, a Tennessee limited liability 85%
company
Shurgard-Resco, LLC, a Washington limited liability company 77.3%
CCP/Shurgard Venture, LLC (Chase), a Washington limited liability company 20%
Shurgard Mt. ▇▇▇▇▇▇▇, LLC, a Washington limited liability company 100%
Shurgard-O'Brien Telegraph Road LLC, a Washington limited liability 55%
company
Shurgard-O'Brien I, LLC, a Washington limited liability company 70%
Shurgard-TRC Self Storage Development LLC, a Washington limited
liability company 75%
Shurgard-Morningstar Self Storage Development LLC, a Washington limited
liability company 75%
Shurgard-Resco II, LLC 90%
Shurgard-O'▇▇▇▇▇ ▇▇▇▇▇, LLC 80%
Shurgard-O'Brien Speedway, LLC 51%
Shurgard-O'Brien Roseville/Farmington LLC 55%
LIMITED PARTNERSHIPS
--------------------
Shurgard/Canyon Park Self-Storage Limited Partnership 74.48%
Shurgard Evergreen Limited Partnership 100%
Capital Hill Partners, a Limited Partnership 90%
Shurgard Institutional Partners 99.59%
Shurgard Institutional Fund LP, a WA limited partnership 100%
Shurgard Institutional Fund ▇▇ ▇▇, a WA limited partnership 99.59%
Shurgard Partners LP, a WA limited partnership 87.72%
Shurgard Partners ▇▇ ▇▇, a WA limited partnership 99%
Shurgard Texas Limited Partnership 100%
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, L.P. 50%
Shurgard-▇▇▇▇ Club Partnership, LLP, a Florida LLP 70%
Shurgard-LIP Self Storage Partnership LLP, a Florida LLP 75%
Shurgard-University Partnership, LLP, a Florida LLP 70%
GENERAL PARTNERSHIPS
--------------------
Shurgard/Fremont Partners I, a WA general partnership 100%
Shurgard/Fremont Partners II, a WA general partnership 100%
Shurgard-▇▇▇▇▇▇▇ Medical Center JV, a Tennessee JV 66.66%
Shurgard-▇▇▇▇▇▇▇ Hermitage JV, a Tennessee JV 50%
Shurgard-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ JV, a Tennessee JV 85.5%
Shurgard-▇▇▇▇▇▇▇ Hickory Hollow JV, a Tennessee JV 84%
Shurgard-▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ River JV, a Tennessee general partnership 85%
Shurgard-▇▇▇▇▇▇▇ 100 ▇▇▇▇ ▇▇, a Tennessee general partnership 80%
Shurgard-▇▇▇▇▇▇▇ South Main JV, a Tennessee general partnership 80%
Shurgard-Red Bug, JV, a Florida general partnership 90%
Shurgard-West Town JV, a Florida general partnership 90%
Shurgard-▇▇▇▇▇▇▇ ▇▇, a Florida general partnership 66%
Shurgard-Daytona Beach JV, a Florida general partnership 88.5%
Shurgard-Ormond Beach JV, a Florida general partnership 88.5%
Shurgard-Eau ▇▇▇▇▇▇ ▇▇, a Florida general partnership 88.5%
Shurgard-▇▇▇▇▇▇ ▇▇, a Florida general partnership 85%
Shurgard-▇▇▇▇▇▇▇▇ ▇▇, a Florida general partnership 85%
Shurgard-South Orange JV, a Florida general partnership 85%
Shurgard-South Semoran JV, a Florida general partnership 85%
Shurgard-Hyde Park JV, a Florida general partnership 88.5%
Shurgard-Vineland JV, a Florida general partnership 86.27%
Shurgard-Carrollwood JV, a Florida general partnership 88.5%
Shurgard West ▇▇▇▇▇▇, ▇▇, a Florida general partnership 85.7%
Shurgard-Oldsmar JV, a Florida general partnership 85%
Shurgard-Colonial Town JV, a Florida general partnership 55%
Shurgard-Alafaya JV, a Florida general partnership 90%
EUROPE
------
Shurope Storage SA 100%
Recom & Co, SNC 80.06%
Shurgard Self Storage SCA 60.68%
Below are 100% owned subsidiaries of Shurgard Self Storage SCA unless otherwise
indicated:
- BELGIUM
SSC Benelux Zaventem SCS
SSC Benelux Machelen SCS
Imoganco BVBA
Hobimmo BVBA
- FRANCE
Shurgard France SAS
Shurgard Services France SAS
Shurgard Mediterranee SAS
Shurgard Investissement 1 SNC
Shurgard IDF Noisy SAS
Shurgard Lyon Gerland SAS
Shurgard IDF Chambourcy SAS
Shurgard IDF Eragny SAS
Shurgard IDF Sucy SAS
Shurgard Lille Wattignies SAS
- THE NETHERLANDS
Shurgard Nederland BV
BeCe Ateliers BV
Shurgard Nederland Diemen BV
Shurgard Nederland Dordrecht Ampere BV
Shurgard Nederland Veldhoven BV
Shurgard Nederland Utrecht Cartesius BV
Shurgard Nederland Utrecht Franciscus BV
Shurgard Services Nederland BV
- GERMANY
Shurgard Deutschland GmbH
Shurgard Deutschland MG KS GmbH
Shurgard Deutschland MG WNS GmbH
Shurgard Deutschland DU NORD GmbH
Shurgard Deutschland KO KALK GmbH
Shurgard Deutschland DU OST GmbH
Shurgard Services Deutschland GmbH
- SWEDEN
Shurgard Sweden AB
Shurgard Services AB
Shurgard Storage Centers Sweden KB
Shurgard Sweden (Arstaberg) KB
- DENMARK
Shurgard Denmark ApS
Shurgard Real Estate ApS
Shurgard Hersholm ApS
Shurgard Services Denmark ApS
Shurgard Roskilde ApS
- UNITED KINGDOM
Shurgard Storage Centres UK Ltd.
Shurgard UK Wokingham Ltd.
Shurgard Services UK Ltd.
Shurgard UK Properties Ltd.
EUROPE JOINT VENTURE
First Shurgard Sprl, a Belgian entity
Subsidiaries of First Shurgard Sprl
- LUXEMBOURG
First Shurgard Finance SaRL
- FRANCE
First Shurgard France SAS
- SWEDEN
First Shurgard Sweden AB
First Shurgard Sweden Investment KB
- DENMARK
First Shurgard Denmark Aps
First Shurgard Denmark Investment ApS
- UK
First Shurgard UK Ltd
- THE NETHERLANDS
First Shurgard Nederland BV
- GERMANY
First Shurgard Deutschland GmbH
ANNEX A
(i) The Company is a corporation duly incorporated and validly existing under
the laws of the State of Washington with corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Registration Statement and the Final Prospectus (and any
amendment or supplement thereto), and is duly registered and qualified (or
has made application to become registered and qualified) to conduct its
business and is in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition
(financial or other), business, properties, net worth or results of
operations of the Company and the Subsidiaries, taken as a whole, whether
or not arising from transactions in the ordinary course of business;
(ii) Each of the Subsidiaries that is identified on Schedule IV and is
organized in the United States is a corporation or a limited liability
company duly organized and validly existing and, where applicable, in good
standing under the laws of the jurisdiction of its incorporation or
organization, as applicable, with the requisite power and authority to
own, lease, and operate its properties and to conduct its business as
described in the Registration Statement and the Final Prospectus (and any
amendment or supplement thereto); except as described in Schedule IV, all
the outstanding shares of capital stock or other interests of each of the
Subsidiaries have been duly authorized and validly issued, are fully paid
and nonassessable, as applicable, and the Company owns of record the
percentage of outstanding shares or interests of each such Subsidiary set
forth in Schedule IV; and, to such counsel's knowledge, such shares or
interests are free and clear of any lien, adverse claim, security
interest, equity or other encumbrance, except for such as would not have a
material adverse effect on the condition (financial or other), business,
properties, net worth or results of operations of the Company and the
Subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business;
(iii) Each of the Subsidiaries that is identified on Schedule IV and is
organized under the laws of European countries (the "European Entities")
is a corporation, partnership, limited liability company or limited
partnership duly organized and validly existing and, where applicable, in
good standing under the laws of the jurisdiction of its incorporation or
organization, as applicable, with the requisite power and authority to
own, lease and operate its properties and to conduct its business as
described in the Registration Statement and the Final Prospectus (and any
amendment or supplement thereto); except as described in Schedule IV, all
the outstanding shares of capital stock or other interests of each of the
European Entities have been duly authorized and validly issued, are fully
paid and nonassessable, as applicable, the outstanding shares or interests
of each such European Entity are owned of record as set forth in Schedule
IV and, to such counsel's knowledge, except as set forth in Schedule IV,
are free and clear of any lien, adverse claim, security interest, equity
or other encumbrance, except for such as would not have a material adverse
effect on the condition (financial or other), business, properties, net
worth or results of operations of the Company and the Subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary
course of business (such counsel may rely on European counsel in
accordance with Section 6(b) and the opinions set forth in this paragraph
(iii) shall be subject to the specific legal conclusions under the laws of
the applicable European countries referred to, and to the limitations and
qualifications set forth in, such separate opinions);
(iv) The authorized capital stock of the Company is as set forth under the
captions "Capitalization", "Description of the Common Stock", "Description
of the Preferred Stock" and "Restrictions on Transfers of Capital Stock;
Excess Stock" in the Final Prospectus; the authorized capital stock of the
Company conforms in all material respects as to legal matters to the
description thereof contained in such sections in the Final Prospectus; as
of the date of such counsel's opinion, prior to the issuance of the
Securities, there are _______________ shares of Class A Common Stock,
2,000,000 shares of 8.70% Series C Cumulative Redeemable Preferred Stock
and 3,450,000 shares of 8.75% Series D Cumulative Redeemable Preferred
Stock outstanding;
(v) All the shares of capital stock of the Company outstanding prior to the
issuance of the Securities have been duly authorized and validly issued,
and are fully paid and nonassessable;
(vi) The Securities have been duly authorized and, when issued and delivered to
the Underwriters against payment therefor in accordance with the terms
hereof, will be validly issued, fully paid and nonassessable and free of
any preemptive, or to such counsel's knowledge, similar rights that
entitle or will entitle any person to acquire any Securities upon the
issuance thereof by the Company;
(vii) The form of certificates for the Securities conforms to the requirements
of the Washington Business Corporation Act;
(viii) The Registration Statement and all post-effective amendments, if any,
have become effective under the Act and, to such counsel's knowledge, no
stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose are pending before or
contemplated by the Commission; and any required filing of the Final
Prospectus pursuant to Rule 424(b) has been made in accordance with Rule
424(b);
(ix) The Company has corporate power and authority to enter into this Agreement
and to issue, sell and deliver the Securities to the Underwriter as
provided herein, and this Agreement has been duly authorized, executed and
delivered by the Company;
(x) To such counsel's knowledge, neither the Company nor any of the
Subsidiaries is in violation of its respective certificate or articles of
incorporation or its respective bylaws or other organizational documents,
and, to such counsel's knowledge, is not in default in the performance of
any material obligation, agreement or condition contained in any bond,
debenture, note or other evidence of indebtedness that is listed as an
exhibit to the Registration Statement or to any Incorporated Document,
where such violation or default, individually or in the aggregate, has had
or is likely to have a material adverse effect on the condition (financial
or other), business, properties, net worth or results of operations of the
Company and the Subsidiaries, taken as a whole, whether or not arising
from transactions in the ordinary course of business, except as may be
disclosed in the Final Prospectus;
(xi) Neither the offer, sale or delivery of the Securities, the execution,
delivery or performance of this Agreement, compliance by the Company with
the provisions hereof nor consummation by the Company of the transactions
contemplated hereby conflicts or
-2-
will conflict with or constitutes or will constitute a breach of, or a
default under, the certificate or articles of incorporation or bylaws, or
other organizational documents, of the Company or any of the Subsidiaries
or any agreement, indenture, lease or other instrument to which the
Company or any of the Subsidiaries is a party or by which any of them or
any of their respective properties is bound that is an exhibit to the
Registration Statement or to any Incorporated Document, or will result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of the Subsidiaries, nor will any
such action result in any violation of any existing law, regulation,
ruling (assuming compliance with all applicable state securities and blue
sky laws), judgment, injunction, order or decree known to such counsel,
applicable to the Company, the Subsidiaries or any of their respective
properties, except for such breaches or defaults that have not had and
would not reasonably be expected to have a material adverse effect on the
condition (financial or other), business, properties, net worth or results
of operations of the Company and the Subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of
business;
(xii) No consent, approval, authorization or other order of, or registration or
filing with, any court, regulatory body, administrative agency or other
governmental body, agency, or official is required on the part of the
Company (except as has been obtained under the Act and the Exchange Act or
such as may be required under state securities or blue sky laws governing
the purchase and distribution of the Securities) for the valid issuance
and sale of the Securities to the Underwriter as contemplated by this
Agreement;
(xiii) The Registration Statement and the Final Prospectus and any supplements
or amendments thereto (except for the financial statements and the notes
thereto and the schedules and other financial and statistical data
included therein, as to which such counsel need not express any opinion)
comply as to form in all material respects with the requirements of the
Act; and each of the Incorporated Documents (except for the financial
statements and the notes thereto and the schedules and other financial and
statistical data included therein, as to which counsel need not express
any opinion) complies as to form in all material respects with the
Exchange Act and the rules and regulations of the Commission thereunder;
(xiv) To such counsel's knowledge, (A) other than as described or contemplated
in the Final Prospectus (or any supplement thereto), the Registration
Statement or any Incorporated Document, there are no legal or governmental
proceedings pending or threatened against the Company or any of the
Subsidiaries, or to which the Company or any of the Subsidiaries, or any
of their property, is subject, that are required to be described in the
Registration Statement or Final Prospectus (or any amendment or supplement
thereto) and (B) there are no agreements, contracts, indentures, leases or
other instruments, that are required to be described in the Registration
Statement or the Final Prospectus (or any amendment or supplement thereto)
or to be filed as an exhibit to the Registration Statement or any
Incorporated Document that are not described or filed as required, as the
case may be;
(xv) The statements in the Registration Statement and Basic Prospectus under
the captions "General Description of Securities," "Description of the
Common Stock," "Description of the Preferred Stock," "Description of the
Debt Securities," " Restrictions on Transfers of Capital Stock, Excess
Stock," and "ERISA Considerations" and the statements in the
-3-
prospectus supplement that is part of the Final Prospectus under the
subheadings "Real Estate Investment Risks" and "Risks Relating to
Qualification as a REIT" under the caption "Risk Factors," insofar as they
are descriptions of contracts, agreements or other legal documents, or
refer to statements of law or legal conclusions, are accurate and present
fairly the information required to be shown;
(xvi) Based on certain customary assumptions and representations (acceptable to
▇▇▇▇▇▇▇ Coie and to counsel for the Underwriter in their reasonable
discretion) relating to applicable asset composition, source of income,
stockholder diversification distribution, record keeping tests and other
requirements of the Code necessary for the Company to qualify as a REIT,
the Company was organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under Sections 856
through 860 of the Code for each of the taxable years ended December 31,
1995, December 31, 1996, December 31, 1997, December 31, 1998, December
31, 1999, December 31, 2000, December 31, 2001 and December 31, 2002; the
Company's current organization and method of operations should permit the
Company to continue to qualify as a REIT under the Code. The discussion in
the Final Prospectus under the caption "Federal Income Tax Considerations"
fairly summarizes the federal income tax considerations that are likely to
be material to a holder of Securities;
(xvii) Neither of the Company nor any Subsidiary is, or solely as a result of
the consummation of the transactions contemplated hereby, will become, an
"investment company," or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as
amended;
(xviii) Although such counsel has not undertaken to determine independently, and
does not assume any responsibility for, the accuracy or completeness of
the statements in the Registration Statement and the Final Prospectus,
such counsel has participated in the preparation of the Registration
Statement and the Final Prospectus, including review and discussion of the
contents thereof (including review and discussion of the contents of all
Incorporated Documents), and nothing has come to the attention of such
counsel that has caused them to believe that the Registration Statement
(including the Incorporated Documents) at the time the Registration
Statement became effective, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the Final
Prospectus, as of its date, and as of the Closing Date or the Option
Closing Date, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion
with respect to the financial statements and the notes thereto and the
schedules and other financial and statistical data included in the
Registration Statement or the Final Prospectus or any Incorporated
Document.) Nothing in this opinion (xviii) modifies or affects the
opinions set forth in opinions (xv) and (xvi);
(xix) To such counsel's knowledge, except as described in the Final Prospectus,
there are no outstanding options, warrants or other rights calling for the
issuance of any shares of capital stock of the Company or any security
convertible into or exchangeable or exercisable for capital stock of the
Company;
-4-
(xx) To such counsel's knowledge, no holder of any security of the Company has
any right to require registration of shares of Common Stock or any other
security of the Company because of the filing of the Registration
Statement or consummation of the transactions contemplated by this
Agreement.
-5-
EXHIBIT A
Shurgard Storage Centers, Inc.
Public Offering of Class A Common Stock
July 16, 2003
Citigroup Global Markets, Inc.
Banc of America Securities LLC
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
c/o Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between Shurgard Storage
Centers, Inc., a Washington corporation (the "Company"), and you, relating to an
underwritten public offering of Class A Common Stock, $0.001 par value (the
"Common Stock"), of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge
or otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of 30 days after the date
of this Agreement, other than shares of Common Stock disposed of as bona fide
gifts approved by Citigroup Global Markets Inc.
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Date (as defined in the Underwriting Agreement), the agreement set
forth above shall likewise be terminated.
Yours very truly,
___________________________
Name:
Title: