Exhibit 1.1
EXECUTION COPY
SHURGARD STORAGE CENTERS, INC.
$200,000,000
5.875% NOTES DUE ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
March 19, 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 principal amount of its
securities identified in Schedule I hereto (the "Securities"), to be issued
under an indenture dated as of April 25, 1997, as supplemented on July 11, 1997
(the "Indenture") between the Company and LaSalle National Bank, as trustee (the
"Trustee"). 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
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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.
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).
(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 will, comply in all
material respects with the applicable requirements of the Act, the
Exchange Act and the Trust Indenture 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; on the Effective Date and on the Closing Date, the
Indenture did or will comply in all material respects with the applicable
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requirements of the Trust Indenture Act; and as of its date and on the
Closing 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 (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) 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 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 preemptive or other similar rights of
any security holder of the Company. 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
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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 Subsidiary is as set forth on Schedule IV. Each
Subsidiary is a corporation or limited liability company 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 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) All of the joint ventures in which the Company or any Subsidiary
owns any interest (the "Joint Ventures") are listed on Schedule V hereto.
The Company's (or Subsidiary's, as the case may be) ownership interest in
such Joint Venture is as set forth on Schedule V. Each of the Joint
Ventures possesses such certificates, authorizations or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct the business now being conducted by it, as described
in the Registration Statement and the Final Prospectus, and none of the
Joint Ventures has received notice of any proceedings relating to the
revocation or modification of any such certificate, authority or
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permit which singly or in the aggregate, if the subject of unfavorable
ruling or decision, 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; each of the Joint Ventures 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 Joint Venture's 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 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 or the Indenture by the Company
nor the consummation by the Company of the transactions contemplated
hereby or thereby (i) requires any consent, approval, authorization or
other order of or registration or filing with, any court, regulatory body,
administrative agency or
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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, qualification of the Indenture under the Trust Indenture 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 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 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.
(m) The execution and delivery of, and the performance by the
Company of its obligations under, this Agreement and the Indenture have
been duly and validly authorized by the Company. 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,
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except as rights to indemnity and contribution hereunder may be limited by
federal or state securities laws. The Indenture has been duly authorized,
executed and delivered and constitutes the valid and legally binding
agreement of the Company, enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally and general principles of
equity.
(n) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms
of this Agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity, and will be entitled to
the benefits of the Indenture pursuant to which such Securities are to be
issued. The Securities and the Indenture conform in all material respects
to the descriptions thereof contained in the Final Prospectus. The
Indenture has been qualified under the Trust Indenture Act.
(o) 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.
(p) (i) The Company 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
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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 (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.
(q) 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.
(r) 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
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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.
(s) 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
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.
(t) 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.
(u) 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.
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(v) 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.
(w) 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.
(x) 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.
(y) 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
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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,
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.
(z) 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 Company's current
organization and method of operation should enable it to continue to
qualify as a REIT under the Code.
(aa) 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.
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(bb) 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. 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 the purchase price set forth in
Schedule I hereto, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
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 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 Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.
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. The Company agrees with the several Underwriters
that:
(a) 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 to 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
13
Prospectus or Final Prospectus is otherwise required under Rule 424(b),
the Company will cause the Preliminary Final Prospectus or 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 Final Prospectus, and any supplement
thereto, shall have been 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.
(b) 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.
(c) 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.
14
(d) 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.
(e) The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the
Representatives 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.
(f) The Company will not, without the prior written consent of the
Representatives, 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 debt securities issued or guaranteed by the Company (other than the
Securities) or publicly announce an intention to effect any such
transaction, until the Business Day set forth on Schedule I hereto.
(g) 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.
(h) 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.
15
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, 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 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 forma
and substance satisfactory to them and their 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
Representatives may reasonably require, and the Company shall have
furnished to such counsel such
16
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 Underwriters), dated respectively as of the
Execution Time and as of the Closing Date, 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 stating in effect, except as provided in Schedule I hereto,
that:
(i) in their opinion the audited financial statements and
financial statement schedules 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;
17
(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Company and its
subsidiaries; 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; and inquiries of certain officials of the Company
who have responsibility for financial and accounting matters of the
Company and its subsidiaries 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 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 Business Days prior to the date of the letter, in
the consolidated total 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;
18
(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; and
(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) 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 and 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,
agrees with the accounting records of the Company and its
subsidiaries, excluding any questions of legal interpretation.
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.
19
(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.
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. Expenses; 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.
20
(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 the Representatives 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 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
21
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 (i) in the last paragraph of the cover page regarding delivery of the
Securities and (ii) under the heading "Underwriting," (A) the list of
Underwriters and their respective participation in the sale of the Securities,
(B) the sentences related to concessions and reallowances and (C) the paragraph
related to stabilization, 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
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
22
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 the Representatives. 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
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(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
23
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 aggregate principal amount
of Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set 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 principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal 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
24
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 Banc of America Securities LLC, Attention: Transaction
Services (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to Transaction Services, Banc
of America Securities LLC, at ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ and to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., Attention: General Counsel (fax no.:
(▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the General Counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney 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. (▇▇▇) ▇▇▇-▇▇▇▇) and
confirmed to it at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President, General Counsel and
Secretary.
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.
25
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.
"Properties" shall mean the properties listed on Schedule III hereto
which represent, as of December 31, 2002, all of the real property in
which the Company, either directly or through its Subsidiaries (as defined
herein) or through ownership of interests in any Joint Venture (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
26
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.
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
27
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:
-------------------------------------
Name:
Title:
28
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Banc of America Securities LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
By: Banc of America Securities LLC
By:
---------------------------------
Name:
Title:
For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
SCHEDULE I
Underwriting Agreement dated March 19, 2003
Registration Statement No. 333-54392 and 333-100165
Representative(s): Banc of America Securities LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Title, Purchase Price and Description of Securities:
Title: 5.875% Notes Due 2013
Principal amount: $200,000,000
Purchase Price: 98.927%
Sinking fund provisions: NONE
Redemption provisions: As set forth in the Prospectus Supplement
dated March 19, 2003 under the heading
"Description of the Notes -- Optional
Redemption".
Other provisions: NONE
Closing Date, Time and Location: March 24, 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 debt securities issued or
guaranteed by the Company without
the consent of the
Representative(s): Closing Date
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
PRINCIPAL AMOUNT
OF SECURITIES
UNDERWRITERS TO BE PURCHASED
------------ ---------------
Banc of America Securities LLC ........................... $ 75,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ................................ 75,000,000
Banc One Capital Markets, Inc. ........................... 10,000,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated .................................. 10,000,000
Commerzbank Capital Markets Corp. ........................ 7,500,000
Deutsche Bank Securities Inc. ............................ 7,500,000
Scotia Capital (USA) Inc. ................................ 7,500,000
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. .......................... 7,500,000
------------
Total .................................................... $200,000,000
============
SCHEDULE III
LIST OF PROPERTIES
[Replace with Excel Document]
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
03001 1 1 Tempe Tempe AZ 1984 1976 54,000
03002 10 2 Scottsdale Scottsdale AZ 1985 1976/85 47,000
03003 1 ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 1985/87 1985 112,000
03004 10 4 Phoenix Phoenix AZ 1985 1984 78,000
03013 10 5 Chandler Chandler AZ 1986 1986 71,000
03014 10 6 Phoenix East Phoenix AZ 1987 1984 65,000
03015 10 7 Mesa Mesa AZ 1987 1985 99,000
03017 110 8 Warner (1) Mesa AZ 1995 1985 61,000
03018 1 9 ▇▇▇▇▇▇ Ranch Mesa AZ 1996 1978 58,000
03019 1 10 Airpark Scottsdale AZ 1997 1997 49,000
03020 1 11 ▇▇▇▇ Scottsdale AZ 1997 1996 43,000
03021 290 12 Arrowhead Phoenix AZ 1997 1997 67,000
03022 290 13 Ahwatukee Phoenix AZ 1998 1998 70,000
03027 1 14 Colonnade (2) Phoenix AZ 1998 1997 30,000
03028 1 15 Union Hills Phoenix AZ 1998 1998 65,000
03030 1 16 Speedway Tucson AZ 1998 1998 68,000
03032 1 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 30,000
03033 291 18 Val Vista (8) Gilbert AZ 1999 1999 52,000
03035 292 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇(▇) ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2000 68,000
03038 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 48,000
03039 1 21 Desert Sky Phoenix AZ 2001 2001 68,000
03040 1 22 Tanque Verde Tucson AR 2002 2002 62,000
05001 10 23 Colton Colton CA 1985 1984 73,000
05002 10 24 Hayward Hayward CA 1985 1983 48,000
05003 10 25 Union City Hayward CA 1985 1985 41,000
05005 10 26 La Habra La Habra CA 1986 1979/91 95,000
05006 1 27 Sunnyvale Sunnyvale CA 1986 1974/75 153,000
05007 1 ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 62,000
05008 10 29 Palo Alto Palo Alto CA 1986 1987 48,000
05010 1 30 Westwood Santa Monica CA 1986 1988 65,000
05011 1 ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 130,000
05013 10 32 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ San Diego CA 1986 1984 90,000
05014 1 33 Santa ▇▇▇ Santa Ana CA 1986 1975/86 167,000
05015 1 34 ▇▇▇▇▇▇ City Los Angeles CA 1988 1989 77,000
05016 10 35 S. San Francisco San Francisco CA 1987 1985 56,000
05018 10 36 Fontana Sierra Fontana CA 1987 1980/85 85,000
05019 10 37 Mountain View Mountain View CA 1987 1986 28,000
05020 1 38 Solana Beach (2) Solana Beach CA 1987 1984 87,000
05021 1 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 99,000
05022 1 40 Ontario Ontario CA 1996 1984 57,000
05023 1 41 Orange Orange CA 1996 1985 89,000
05024 1 42 Walnut Walnut CA 1996 1986 97,000
05026 200 43 Pinole (1) Pinole CA 1995 1988 37,000
05027 2 44 ▇▇▇▇ City Daly City CA 1995 1989 96,000
05028 200 45 Martinez (1) Martinez CA 1995 1987 56,000
05029 1 46 ▇▇▇▇▇▇ Valley Castro Valley CA 1996 1975 50,000
05030 1 47 Newark Newark CA 1996 1991 61,000
05031 1 48 Sacramento Sacramento CA 1996 1991 53,000
05032 1 49 San Leandro San Leandro CA 1996 1991 59,000
05033 1 50 San ▇▇▇▇▇▇▇ San Lorenzo CA 1996 1990 54,000
05034 1 51 Tracy Tracy CA 1996 1986 70,000
05035 1 52 ▇▇▇▇▇▇ Valley Business Park(4) Castro Valley CA 1994 1989
05036 1 53 Aliso Viejo Aliso Viejo CA 1996 1996 86,000
05038 1 54 Bloomington Bloomington CA 1997 1983 50,000
05039 290 55 Blossom Valley (8) San Jose CA 1998 1998 64,000
05042 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 100,000
05043 120 57 Costa Mesa (1)(8) Costa Mesa CA 1999 1998 40,000
05045 291 58 ▇▇▇ ▇▇▇▇ (8) San Francisco CA 1999 1999/1934 94,000
05049 1 59 Capital Expressway (2)(8) San Jose CA 2000 2000 66,000
05050 120 60 Westpark (1)(8) Irvine CA 2000 1999 110,000
05052 292 61 Antioch (8) Antioch CA 1999 1999 57,000
05053 292 62 Walnut Creek (2)(8) Walnut Creek CA 1999 1987 105,000
05054 1 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 2001 70,000
Page 1
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
05058 1 ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 111,000
05059 120 ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 64,000
05060 120 66 San ▇▇▇▇ Creek San ▇▇▇▇ CA 2001 2001 48,000
05061 1 67 Oakley Oakley CA 2001 2001 56,000
05062 1 68 Livermore Livermore CA 2002 2002 71,600
05063 1 69 Monterey Sand City CA 2002 2002 74,059
05064 1 70 ▇▇▇▇▇ ▇▇ Tracy CA 2002 2002 74,371
05065 71 SF- ▇▇▇▇▇ San Francisco CA 2002 2002 80,123
06001 10 72 Tamarac Denver CO 1984 1977 25,000
06002 10 73 Windermere Littleton CO 1984 1977/79 80,000
06004 10 74 Thornton Denver CO 1984 1984 41,000
06005 10 75 Northglenn Northglenn CO 1987 1979 75,000
06006 1 76 Lakewood Golden CO 1986 1985 67,000
06008 1 ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2002 41,950
10001 10 78 Oakland Park Ft. Lauderdale FL 1985 1974/78 290,000
10002 10 79 Seminole Seminole FL 1986 1984/85 61,000
10003 10 80 Military Trail West Palm Beach FL 1987 1981 124,000
10004 10 81 Blue Heron West Palm Beach FL 1987 1975 167,000
10008 1 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 75,000
10009 210 83 Davie (1) Davie FL 1996 1990 76,000
10010 1 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 77,000
10014 286 85 Alafaya Trail Orlando FL 2002 2002 67,000
10020 271 86 Oviedo (1) Orlando FL 1997 1997 65,000
10021 270 87 South Orange (1) Orlando FL 1997 1997 71,000
10022 273 88 S. Semoran (1) Orlando FL 1997 1997 83,000
10023 272 89 Maitland (1) Orlando FL 1997 1997 78,000
10025 1 90 Lauderhill Lauderhill FL 1997 1986 62,000
10028 274 91 Red Bug (1) Seminole County FL 1997 1997 75,000
10029 275 92 West Town (1)(8) Altamonte Springs FL 1998 1998 50,000
10031 276 93 ▇▇▇▇▇▇▇ (1)(8) Brandon FL 1999 1999 69,000
10032 277 94 Ormond Beach (1)(8) Ormond Beach FL 1999 1999 60,000
10033 278 95 Daytona Beach (1)(8) Daytona Beach FL 1999 1999 74,000
10034 279 96 Eau Galllie (1)(8) Melbourne FL 1999 1999 59,000
10035 282 97 Vineland (1) (8) Orlando FL 1999 1998 48,000
10036 280 98 Hyde Park (1)(8) Tampa FL 1999 1999 61,000
10037 281 99 Carrollwood (1)(8) Tampa FL 1999 1999 62,000
10038 283 100 West Waters (1)(8) Tampa FL 2000 2000 71,000
10039 284 101 Oldsmar (1)(8) Tampa FL 2000 2000 53,000
10040 285 102 Colonial Town Orlando FL 2001 2001 56,000
10042 1 103 ▇▇▇▇▇ Orlando FL 2001 2001 74,000
10043 1 104 University Orlando FL 2002 2002 78,000
10045 287 105 Fairbanks Orlando FL 2002 2002 65,204
11001 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 57,000
11002 1 107 ▇▇▇▇▇▇ Falls Dunwoody GA 1996 1990 76,000
11003 31 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 69,000
11004 1 109 Norcross Norcross GA 1996 1984 62,000
11005 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 1996 1985 61,000
11006 1 111 Tucker Tucker GA 1996 1987 60,000
11007 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1980 65,000
11008 31 113 Brookhaven Atlanta GA 1995 1992 66,000
11009 31 114 Decatur Atlanta GA 1995 1992 65,000
11010 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1996 1990 41,000
11012 1 116 Gwinnett Lawrenceville GA 1996 1996 71,000
11013 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1996 1996 72,000
11014 1 118 Peachtree Duluth GA 1997 1996 100,000
11015 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1994 75,000
11016 290 120 ▇▇▇▇▇ Bridge Atlanta GA 1997 1997 75,000
11017 290 121 Lawrenceville Lawrenceville GA 1997 1997 74,000
11019 291 122 ▇▇▇▇▇ Plains (8) Marietta GA 1998 1998 68,000
11021 292 123 ▇▇▇▇▇▇▇ Bridge (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2000 57,000
14001 10 124 Alsip Alsip IL 1982 1980 79,000
14002 10 125 Dolton Calumet City IL 1982 1979 79,000
14003 10 126 Lombard Lombard IL 1982 1980 53,000
Page 2
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
14004 10 127 Rolling ▇▇▇▇▇▇▇ Rolling Meadows IL 1982 1980 71,000
14005 10 128 Schaumburg Schaumburg IL 1982 1980 71,000
14006 10 129 Bridgeview Bridgeview IL 1985 1983 75,000
14007 10 130 Willowbrook Willowbrook IL 1986 1979/82 44,000
14008 10 131 Lisle Lisle IL 1986 1976/86 53,000
14009 1 132 Hillside Hillside IL 1988 1988 64,000
14010 1 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1991 87,000
14012 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 68,000
14013 290 135 Fox Valley (8) Chicago IL 1998 1998 71,000
14016 291 136 Country Club Hills (8) Country Club Hills IL 1999 1999 74,000
14018 291 137 Schaumburg South (8) Schaumburg IL 1999 1999 72,000
14020 292 138 Palatine (8) Palatine IL 2000 2000 52,000
14022 1 139 Wheaton Wheaton IL 2001 2001 51,000
14023 1 140 Lincolnwood Lincolnwood IL 2001 2001 58,000
14024 1 141 Niles Niles IL 2002 2002 49,431
14025 1 142 Berwyn Berwyn IL 2002 2002 69,505
14026 1 143 Chicago Heights Chicago Heights IL 2002 2002 69,785
15001 1 144 Glendale Indianapolis IN 1986 1985 60,000
15002 1 145 College Park Indianapolis IN 1986 1984 68,000
15003 1 146 Carmel Carmel IN 1996 1996 61,000
15004 1 147 Georgetown Indianapolis IN 1996 1996 72,000
15005 1 148 Allisonville Indianapolis IN 1997 1987 87,000
15006 290 149 Eaglecreek (8) Indianapolis IN 1998 1998 73,000
15007 1 150 Castleton Indianapolis IN 1998 1988 48,000
15008 290 151 County Line (2)(8) SouthPort IN 1998 1998 72,000
15011 292 152 Downtown Indy (8) Indianapolis IN 1999 1999 61,000
15012 292 153 East Washington (8) Indianapolis IN 1999 1999 69,000
15019 1 154 ▇▇▇▇▇ Fishers IN 2002 1999 63,000
15020 1 155 E. 62nd St. Indianapolis IN 2002 1999 50,000
15018 1 156 Speedway Indianapolis IN 2002 2002 62,000
20014 1 157 Reistertown Owings Mills MD 2002 1992 20,617
20001 1 158 Suitland Suitland MD 1987 1985 45,000
20003 10 159 Laurel Laurel MD 1988 1984 30,000
20005 10 160 Crofton Gambrills MD 1988 1985 40,000
20006 1 161 Gaithersburg Gaithersburg MD 1994 1986 82,000
20007 1 162 Germantown Germantown MD 1994 1988 45,000
20008 1 163 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Silver Spring MD 1994 1987 28,000
20009 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ Ft. Washington MD 1994 1987 28,000
20010 1 165 Frederick Frederick MD 1994 1987 32,000
20011 1 166 Clinton Clinton MD 1986 1985 54,000
20012 290 167 Annapolis (2)(8) Annapolis MD 1998 1998 69,000
23002 10 168 Troy - Maple Troy MI 1981 1975/77 81,000
23003 1 169 Grand Rapids Grand Rapids MI 1983 1978 45,000
23004 10 170 Lansing Lansing MI 1983 1978/79 40,000
23005 10 171 Southfield Southfield MI 1983 1976 76,000
23006 10 172 Troy - Oakland Mall Troy MI 1983 1979 88,000
23007 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 81,000
23009 10 174 Walled Lake Walled Lake MI 1985/89 1984 69,000
23014 1 175 Madison Heights Detroit MI 1995 1977 66,000
23019 1 176 ▇▇▇ Arbor Ann Arbor MI 1988 1977 62,000
23020 1 177 Canton Canton MI 1988 1986 59,000
23021 1 178 Fraser Fraser MI 1988 1985 73,000
23022 1 179 Livonia LIvonia MI 1988 1985 67,000
23023 1 180 Sterling Heights Sterling Heights MI 1996 1986 105,000
23024 1 181 Warren Warren MI 1988 1985 68,000
23025 1 182 Rochester (8) Utica MI 1996 1989 57,000
23026 1 183 Taylor Taylor MI 1995 1980 83,000
23028 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1977 46,000
23030 1 185 Jackson Jackson MI 1997 1978 49,000
23033 291 186 Clinton Township (8) Clinton Township MI 1999 1999 70,000
23034 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 71,000
23036 292 188 Canton Township (8) Canton Township MI 2000 2000 68,000
23037 1 189 Auburn Hills Auburn Hills MI 2001 2001 67,000
Page 3
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
23038 11 190 Mt ▇▇▇▇▇▇▇ Mt. ▇▇▇▇▇▇▇ MI 2001 2001 66,000
23039 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 56,000
23041 260 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2002 68,315
25001 254 193 SouthHaven (1) (8) Memphis MS 1998 1998 42,000
34001 1 194 Glenwood Raleigh NC 1994 1983 31,000
34002 1 195 Capital Blvd. Raleigh NC 1994 1984 34,000
34003 1 196 Cary Cary NC 1994 1984 34,000
34004 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1994 1987 28,000
34005 1 198 Morrisville Morrisville NC 1994 1988 40,000
34006 290 199 Creedmoor Raleigh NC 1997 1997 72,000
34101 125 200 Matthews NC 2002 127,899
34102 125 201 Pineville NC 2002 192,294
34103 125 202 Eastland NC 2002 83,304
34104 125 203 Albermarle NC 2002 107,976
34105 125 204 COTT NC 2002 39,919
34106 125 205 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 74,718
34107 125 206 Monroe NC 2002 107,928
34109 125 207 Salisbury NC 2002 113,418
34113 125 208 Hickory NC 2002 114,246
34114 125 209 ▇▇▇▇▇▇▇▇▇ NC 2002 89,729
34115 125 210 ▇. ▇▇▇▇▇ NC 2002 99,467
34116 125 211 Lexington NC NC 2002 55,874
34120 125 212 Rockingham NC 2002 54,639
34122 125 213 ▇▇▇▇▇▇▇▇ NC 2002 138,379
34124 125 214 Amity Ct NC 2002 63,572
34127 125 215 Stallings NC 2002 87,852
34129 125 216 Concord NC 2002 84,978
34133 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ 122,349
34135 125 218 Pavilion NC 2002 67,832
34142 125 219 Randleman NC 2002 83,040
34146 125 220 Weddington NC 2002 70,805
34147 125 221 Clayton NC 2002 47,940
34149 125 222 Country Club NC 2002 39,224
34153 125 223 English Rd NC 2002 24,902
34154 125 224 Wake Forest NC 2002 39,530
34155 125 225 Silas Creek NC 2002 35,065
34156 125 226 Cone Blvd NC 2002 32,913
31001 1 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 89,000
31003 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 74,000
31004 292 229 Bricktown (8) ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2000 71,000
31005 1 230 Voorhees Voorhees NJ 2001 2001 71,000
31006 ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 2002 65,000
33001 1 232 Yonkers Yonkers NY 1986 1928 100,000
33002 1 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 58,000
33003 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1940 76,000
33004 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 1986 1940 102,000
33005 1 236 Utica Brooklyn NY 1986 1964 75,000
33008 300 237 Melville (8) Long Island NY 1998 1998 74,000
33014 292 238 Commack (8) Huntington NY 1999 1999 80,000
33015 292 239 Hempstead (8) Hempstead NY 1999 1999 66,000
33016 292 240 Nesconset (8) Long Island NY 2000 2000 50,000
33017 292 241 Great Neck (8) Long Island NY 1999 1929 20,000
33018 292 242 ▇▇▇▇ Page (8) Long Island NY 2000 2000 81,000
37001 230 243 Riverside Tulsa OK 2001 2001 54,000
38001 10 244 Salem Salem OR 1983 1979/81 67,000
38003 10 245 Beaverton Beaverton OR 1985 1974 25,000
38004 10 246 King City Tigard OR 1987 1986 83,000
38006 10 247 Portland Portland OR 1988 1988 49,000
38007 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 65,000
38008 210 249 Division (1) Portland OR 1996 1992 47,000
38010 210 250 Milwaukie (1) Milwaukie OR 1996 1990 59,000
38011 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1973 42,000
38013 31 252 Oregon City Portland OR 1995 1992 57,000
Page 4
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
38014 200 253 16th and ▇▇▇▇▇ (1) Portland OR 1995 1973 26,000
38015 31 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1993 67,000
38016 31 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1993 54,000
38019 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 64,000
38020 1 257 Hillsboro Portland OR 1996 1996 66,000
39001 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (2) West Chester PA 1986 1980 84,000
39002 31 259 Edgemont Philadelphia PA 1995 1992 64,000
39003 1 260 Airport Philadelphia PA 1986 1985 96,000
39004 290 261 Painter's Crossing (8) Philadelphia PA 1998 1998 49,000
39006 1 262 Oxford Valley Fairless Hills PA 2002 2002 57,225
39007 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 60,899
41008 125 264 Florence SC 2002 129,753
41010 125 265 Sumter SC 2002 58,309
41011 125 266 Spartanburg SC 2002 55,090
41018 125 267 Greenville SC 2002 108,530
41019 125 268 Garners Ferry SC 2002 93,645
41032 125 269 ▇▇▇▇▇▇▇▇ SC 2002 63,008
41038 125 270 Shriners SC 2002 66,922
41041 125 271 Ballantyne SC 2002 41,525
41043 125 272 Charleston SC 2002 63,351
41044 125 273 Rock Hill SC 2002 54,726
41048 125 274 Sunset SC 2002 27,689
41050 125 275 ▇▇▇▇ ▇▇▇▇ SC 2002 42,872
41051 125 276 Ashley River SC 2002 55,820
42002 251 277 Hermitage (1) Nashville TN 1995 1995 65,000
42003 250 278 Medical Center (1) Nashville TN 1994 1995 57,000
42004 252 279 Franklin (1) Nashville TN 1995 1995 55,000
42007 252 280 Rivergate (1) Nashville TN 1996 1996 53,000
42008 253 281 Hickory Hollow (1) Nashville TN 1997 1997 53,000
42009 254 282 Wolfchase (1) Memphis TN 1997 1997 59,000
42010 255 283 Stones River (1) (8) Murfeesboro TN 1998 1998 63,000
42011 254 284 Winchester (1) Memphis TN 1998 1988 65,000
42012 254 285 Sycamore (1) Memphis TN 1998 1984/88 55,000
42014 257 286 South Main (1)(8) Memphis TN 1999 1999 27,000
44001 32 287 Bedford Bedford TX 1985 1984 69,000
44003 10 288 Hill Country Village San Antonio TX 1985 1982 79,000
44004 10 289 San Antonio NE San Antonio TX 1985 1982 74,000
44006 10 290 Arlington/Forum 303 Arlington TX 1986 1984 57,000
44007 10 291 North Austin Austin TX 1986 1982 67,000
44008 10 292 Westheimer Houston TX 1986 1977 73,000
44009 10 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 53,000
44010 10 294 Beltline Road Irving TX 1989 1985/86 68,000
44090 10 295 Irving Irving TX 1985 1975/84 50,000
44098 10 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. Irving TX 1985 1975/84 63,000
44012 10 297 Hurst Hurst TX 1987 1974 67,000
44014 10 298 Fredicksburg San Antonio TX 1987 1978/82 82,000
44019 10 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989/91 66,000
44020 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 75,000
44021 10 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TX 1988 1987 54,000
44022 10 302 Sugarland Sugarland TX 1988 1987 55,000
44023 10 303 Woodlands Houston TX 1988 1988 64,000
44024 32 304 Kingwood Kingwood TX 1988 1988 54,000
44026 10 305 Federal Houston TX 1988 1988 55,000
44027 10 306 West U Houston TX 1989 1988 60,000
44028 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1989 1989 60,000
44029 32 308 Hillcroft (2) Houston TX 1991 1988 59,000
44030 32 309 ▇.▇. ▇▇▇▇▇▇ Houston TX 1996 1990 64,000
44031 210 310 River Oaks (1) Houston TX 1996 1989 67,000
44033 32 311 Windcrest San Antonio TX 1996 1975 85,000
44034 110 312 Universal City(1) San Antonio TX 1995 1985 82,000
44036 32 313 Mission Bend Houston TX 1995 1995 69,000
44037 32 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1995 65,000
44038 32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1995 1995 68,000
Page 5
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
44039 32 316 ▇▇▇▇▇▇▇▇ Crossing Irving TX 1996 1996 65,000
44040 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TX 1996 1996 66,000
44041 32 318 Woodforest Houston TX 1996 1996 54,000
44042 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 62,000
44043 32 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 43,000
44044 32 321 Lewisville Dallas TX 1997 1997 62,000
44045 32 322 Georgetown Austin TX 1997 1996 58,000
44046 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1997 1995 55,000
44047 32 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1994 75,000
44048 32 325 Valley Ranch Coppell TX 1997 1995 94,000
44050 32 326 Nacodoches San Antonio TX 1998 1996 59,000
44051 32 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1995 57,000
44052 290 328 Greenville (8) Dallas TX 1998 1998 61,000
44054 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 55,000
44057 32 330 Quarry (8) San Antonio TX 1999 1999 64,000
44060 291 331 Champions (8) Houston TX 1998 1998 65,000
44061 291 332 Southlake (8) Dallas TX 1998 1998 66,000
44062 32 333 Cinco Ranch (8) Houston TX 1999 1998 57,000
44065 291 334 Cityplace (8) Dallas TX 1999 1999 58,000
44066 291 335 Bee Caves Road (8) Austin TX 1999 1999 68,000
44068 291 336 Oak Farm Dairy (8) Houston TX 1999 1999 64,000
44069 291 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (8) Fort Worth TX 1999 1999 66,000
44072 32 338 North Carrollton (8) Carrollton TX 2000 1999 65,000
44073 32 339 First Colony (8) Missouri City TX 2000 1994 42,000
44074 32 340 North Park (8) Kingwood TX 2000 1996 48,000
44075 32 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (8) Houston TX 2000 1999 25,000
44077 32 342 Westchase (8) Houston TX 2000 1998 52,000
44079 292 343 Helotes (8) San Antonio TX 2000 2000 56,000
44080 292 344 Medical Center SA (8) San Antonio TX 1998 1999 58,000
44081 292 345 Oak Hills (2)(8) Austin TX 1999 1999 65,000
44082 292 346 Olympia (8) Missouri City TX 1998 1999 63,000
44084 292 347 Las Colinas (8) Irving TX 2000 2000 54,000
44086 32 348 Lakeline Austin TX 2001 2001 67,000
44087 32 349 Grapevine (Hwy 26) Hurst TX 2001 2001 60,000
44088 32 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 2001 59,000
44089 32 351 Oltorf Austin TX 2002 2002 67,000
44109 1 352 ▇▇▇▇▇▇▇ Richardson TX 2002 2002 42,650
47001 10 353 Fairfax Fairfax VA 1986 1980 91,000
47002 10 354 Falls Church Falls Church VA 1987 1988 93,000
47003 10 355 Manassas E. & W. (3) Manassas VA 1988 1984 69,000
47005 1 356 ▇▇▇▇▇ Fairfax VA 1996 1984 32,000
47006 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 44,000
47007 1 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 48,000
47008 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 39,000
47009 10 360 Newport News. S Newport News VA 1985/92 1985 59,000
47010 1 361 Newport News North Newport News VA 1996 1986 59,000
47011 10 362 North Richmond Richmond VA 1988 1984 37,000
47012 1 363 Virginia Beach Virginia Beach VA 1989 1985 65,000
47013 10 364 Kempsville Virginia Beach VA 1989 1985 33,000
47014 1 365 Bayside Virginia Beach VA 1988 1984 28,000
47015 1 366 Chesapeake Chesapeake VA 1996 1986 58,000
47016 1 367 Leesburg Leesburg VA 1996 1986 28,000
47019 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 51,000
47021 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1986 31,000
47022 1 370 Gainesville Gainesville VA 1994 1988 31,000
47023 1 371 Charlottesville Charlottesville VA 1994 1984 32,000
47024 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 39,000
47025 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 34,000
47026 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 40,000
47027 1 375 Cedar Road Chesapeake VA 1994 1989 36,000
47028 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 36,000
47029 1 377 Temple Avenue Petersburg VA 1994 1989 34,000
47030 1 378 ▇▇▇▇ ▇▇▇▇▇ Hwy Richmond VA 1994 1990 35,000
Page 6
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
47033 1 379 McLean (2) McLean VA 1997 1997 72,000
47034 290 380 Potomac ▇▇▇▇▇ Potomac ▇▇▇▇▇ VA 1997 1997 69,000
47035 290 381 Cascades (8) Sterling VA 1998 1998 63,000
47039 291 382 Merrifield (8) Fairfax VA 1999 1999 73,000
47040 292 383 Old Towne (8) Alexandria VA 1999 1999 69,000
47043 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 65,000
47044 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ (4) Burke VA 2001 1983 29,000
47046 1 386 Fullerton Springfield VA 2001 1981 78,000
47047 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 47,000
48001 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 74,000
48002 10 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1982 46,000
48003 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 63,000
48004 10 391 Whitecenter ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1981 48,000
48005 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1982 60,000
48006 10 393 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984 57,000
48007 10 394 Bellevue East & West (3) ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1975 167,000
48009 10 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ 1975 134,000
48010 10 396 Renton Renton WA 1984 1979/89 80,000
48011 10 397 Shoreline/▇▇▇▇▇▇ ▇. (3) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 139,000
48012 ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1974/75 121,000
48013 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 78,000
48014 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 61,000
48016 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1982/84 70,000
48017 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1974 41,000
48018 1 403 Burien II ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 60,000
48019 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 68,000
48026 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 28,000
48028 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 45,000
48033 10 407 Issaquah ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1986 56,000
48035 10 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 80,000
48036 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 83,000
48039 100 410 Capitol Hill (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1988 71,000
48040 10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1975 46,000
48041 10 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1984/87 35,000
48042 1 413 Lakewood 512 (4) Tacoma WA 87/88/91 1979/81 130,000
48043 210 414 ▇▇▇▇▇▇▇ (1) ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1950/89 52,000
48044 220 415 Canyon Park JV (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1990 58,000
48045 210 416 ▇▇▇▇▇ Dell (1) ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989 56,000
48046 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 57,000
48047 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 65,000
48048 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1989 70,000
48051 110 420 Lake City (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1987 51,000
48059 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1996 62,000
48060 1 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1985 66,000
48062 ▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1991 46,000
48063 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 66,000
48064 1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1997 68,000
48066 1 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 41,000
48067 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 1977 44,000
48068 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1977 25,000
48069 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1979 54,000
48070 1 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1976 49,000
48071 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1978 30,000
48072 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 52,000
48073 290 433 Sammamish ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 76,000
48076 1 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 70,000
48078 1 435 Gig Harbor (8) ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1980 35,000
48080 291 436 Mill Creek (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 68,000
48081 291 437 Pier 57 (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1912 59,000
48082 291 438 Redmond (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1998 51,000
48084 292 439 ▇▇▇▇▇▇▇ (8) ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 1999 65,000
Page 7
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
▇▇▇▇▇▇
▇▇ ▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 1995 49,000
▇▇ ▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 1995 34,000
▇▇ ▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 1995 86,000
▇▇ ▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1996 1996 75,000
▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1997 1997 76,000
90 6 Machalen (5) Brussels Belgium 1997 1997 65,000
90 7 Ghent (5) Brussels Belgium 1998 1998 72,000
90 8 Leuven (5) Brussels Belgium 1998 1998 63,000
90 9 Overijse (5) Brussels Belgium 1998 1998 49,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 1999 74,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1999 1999 63,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2000 2000 67,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2000 2000 67,000
90 14 Luik (5) Liege Belgium 2000 2000 52,000
▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2001 2001 51,000
90 16 Antwerpen Moretuslei Borgerhout Belgium 2002 2002 47,000
90 17 Antwerpen Linkerhoever Belgium 2002 2002 53,700
90 18 Hvidovre (5) Denmark 2001 2001 60,000
90 19 Ish0j (5) Denmark 2001 2001 47,000
90 20 Roskilde Denmark 2002 2002 54,000
90 21 H0rsholm Denmark 2002 2002 52,000
90 22 Montrouge (5) Paris France 1997 1996 59,000
90 23 Nice (5) Nice France 1997 1991 42,000
90 24 Varlin (5) Paris France 1997 1997 23,000
90 25 Pontault-Combault (5) Paris France 1999 1999 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2001 65,000
90 27 Ballainvilliers (5) Paris France 2000 2000 58,000
90 28 Buchelay (5) Paris France 2000 2001 57,000
90 29 Fresnes (5) Paris France 2000 2000 56,000
90 30 Nanterre (5) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇ ▇▇ ▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 54,000
90 32 Port Marly (5) Paris France 2000 2000 46,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 64,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 61,000
90 35 Coignieres (5) France 2001 2001 49,000
90 36 Grigny (5) France 2001 2001 54,000
90 37 Thiais (5) France 2001 2001 54,000
90 38 Epinay Sur Seine Epinay France 2002 2002 53,700
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 53,700
90 40 Vitrolles Marseille France 2002 2002 54,000
▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 2002 2002 53,800
90 42 Sevran France 2002 2002 53,600
90 43 Noisy le Grand France 2002 2002 54,000
▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 54,000
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 1999 1999 61,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 66,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 51,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 52,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2000 2000 61,000
90 51 Apeldoorn (5) Netherlands 2001 2001 54,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 64,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (5) Netherlands 2001 2001 53,000
90 54 Heemstede (5) Netherlands 2001 2001 57,000
90 55 Heerlen Krekrade (5) Netherlands 2001 2001 54,000
90 56 Nijmegen (5) Netherlands 2001 2001 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2001 2001 45,000
90 58 Spaanse Polder (5) Netherlands 2001 2001 50,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ (5) Netherlands 2001 2001 54,000
▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 2002 54,000
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 48,300
Page 8
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 54,000
90 64 Delft Kleveringweg Netherlands 2002 2002 52,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 54,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2002 2002 52,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 60,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 72,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 67,000
▇▇ ▇▇ ▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 1998 60,000
▇▇ ▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 65,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 65,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 26,000
▇▇ ▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 69,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1999 1999 63,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 70,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2000 53,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2000 2001 51,000
90 79 Lund Pilsaker (5) Sweden 2001 2001 53,000
90 80 Minelund (5) Sweden 2001 2001 54,000
90 81 Skarpnack Skondal (5) Sweden 2001 2001 53,000
90 82 Vastra Frolunda (5) Sweden 2001 2001 54,000
90 83 Ystadvagen (5) Sweden 2001 2001 51,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 54,000
90 85 Danderyd Sweden 2002 2002 48,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 2002 49,000
90 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 47,000
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 62,000
90 89 Croydon (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 67,000
90 90 Hayes (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 67,000
90 91 Streatham (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 1999 45,000
90 92 Ewell (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2001 49,000
90 93 Hanworth (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2000 44,000
90 94 Reading (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2000 51,000
90 95 Neasden (5) United Kingdom 2001 2001 53,000
▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2002 2002 53,800
----------
SUB-TOTAL (OWNED PROPERTIES) 33,955,366
==========
(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)
MANAGED PROPERTIES:
05056 609 1 Palms Los Angeles CA x 57,000
05057 610 2 West Covina West Covina CA x 71,000
06007 608 3 Windermere II Littleton CO x 31,000
10011 500 4 Apopka Apopka FL x 48,000
10015 506 ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ x 31,000
10012 500 6 ▇▇▇▇▇▇ ▇▇▇▇▇▇ FL x 67,000
10024 506 7 Kirkman Orlando FL x 64,000
10013 500 8 Kissimmee Kissimmee FL x 64,000
10026 519 9 Lake ▇▇▇▇▇▇▇▇ Orlando FL x 51,000
10018 509 10 ▇▇▇▇ ▇▇▇▇ Lake Mary FL x 70,000
10027 520 11 Lake ▇▇▇▇▇▇▇▇▇ Orlando FL x 76,000
Page 9
PROPERTY STATE/ APPROX NET
STORE # ENTITY PROPERTY NAME PROPERTY LOCATION COUNTRY OWNED SINCE YEAR BUILT RENTABLE SF
------- ------ ------------- ----------------- ------- ----------- ---------- -----------
10017 516 12 Lakehurst Orlando FL x 45,000
10019 511 13 Oakridge Orlando FL x 36,000
18001 553 14 Greenwood Bowling ▇▇▇▇▇ ▇▇ x 44,000
23027 404 15 Woodhaven Woodhaven MI x 56,000
38017 406 16 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OR x 69,000
42013 557 ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ x 52,000
42005 556 ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ x 46,000
42001 550 ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ x 99,000
48053 403 20 Factoria North Bellevue WA x 29,000
48052 402 21 Fife Fife WA x 37,000
48086 414 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ x 25,000
48058 409 ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ x 78,000
48061 408 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ x 99,000
48065 562 25 University Villiage Seattle WA x 47,000
10046 522 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ x 48,905
5066 611 27 Rancho San Diego San Diego CA x 62,955
5067 612 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ x 65,896
----------
SUB-TOTAL (MANAGED PROPERTIES) 45,604,722
==========
----------
TOTAL ALL PROPERTIES 79,560,088
==========
Owned
Stores
2 Business Parks
Managed
28 Stores
0 Business Parks
SOLD
23001 1 Kalamazoo Kalamazoo MI 1980 1980 41,000
44076 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
Page 10
SCHEDULE IV
SUBSIDIARIES OF THE COMPANY
AND OWNERSHIP OF CAPITAL STOCK
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 III, Inc., a Washington corporation 100%
Shurgard Development IV, Inc., a Washington corporation 100%
Shurgard Holdings, Inc., a Washington corporation 100%
Shurgard Storage To Go, Inc., a Washington corporation 100%
SSC Benelux, Inc., a Delaware corporation 100%
Shurgard TRS, Inc., a Washington corporation 100%
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%
Shurgard Finance, LLC, a Washington limited liability company 100%
SSTG, LLC, a Washington limited liability company 100%
SSCI Minnesota Corporation, a Washington corporation 100%
SCHEDULE V
JOINT VENTURES AND
OWNERSHIP INTERESTS THEREIN
Partnerships/Joint Ventures Ownership
--------------------------- ---------
SSC Benelux, SCA, a Belgium SCA 7.57%
Shurgard/Canyon Park Self-Storage LP 74.48%
Capital Hill Partners, a limited partnership 90%
Shurgard Evergreen Limited Partnership 100%
Shurgard/Fremont Partners I, a WA general partnership 100%
Shurgard/Fremont Partners II, a WA general partnership 100%
Shurgard Institutional Partners 99.59%
Shurgard Institutional Fund L.P., a WA limited partnership 87.72%
Shurgard Institutional Fund ▇.▇. ▇▇, a WA limited partnership 99%
Shurgard Partners LP, a WA limited partnership 83.33%
Shurgard Partners ▇▇ ▇▇, a WA limited partnership 50%
Shurgard-RESCO, L.L.C. 77.3%
Shurgard Texas Limited Partnership 100%
CCP/Shurgard Venture LLC (Chase) 20%
Shurgard Mt. ▇▇▇▇▇▇▇, LLC 100%
Shurgard-O'Brien Telegraph Road LLC 55%
Shurgard-O'Brien I, LLC 70%
Shurgard-TRC Self Storage Development LLC 75%
Shurgard-Morningstar Self Storage Development LLC 75%
Shurgard-Resco II, L.L.C. 90%
Shurgard-▇▇▇▇▇▇▇ Affiliation Joint Ventures and LLCs 50-86%(1)
Shurgard-▇▇▇▇▇▇▇ 100 Oaks, L.L.C.
Shurgard-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Joint Venture
Shurgard-▇▇▇▇▇▇▇ Hermitage Joint Venture
Shurgard-▇▇▇▇▇▇▇ Hickory Hollow Joint Venture
Shurgard-▇▇▇▇▇▇▇ Medical Center Joint Venture
Shurgard-▇▇▇▇▇▇▇ Memphis Properties, L.L.C.
Shurgard-▇▇▇▇▇▇▇ South Main Joint Venture
Shurgard-▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ River L.L.C.
Shurgard-▇▇▇▇▇▇▇▇▇ Affiliation Joint Ventures 55-90%(2)
Shurgard-▇▇▇▇▇▇▇ Joint Venture
Shurgard-Carrollwood Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Colonial Town Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Daytona Beach Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Eau Gallie Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Park Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Maitland Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Oldsmar Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Beach Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Oviedo Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Red Bug Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ South Orange Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ South Semoran Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Vineland Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ West Town Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ West ▇▇▇▇▇▇ Joint Venture
Shurgard-▇▇▇▇▇▇▇▇▇ Alafaya joint Venture
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, L.P. 50%
(1) See Schedule II for % ownership by entity
(2) all ▇▇▇▇▇▇▇▇▇ agreements provide for option to acquire the assets under
certain circumstances in the event of a change of control.
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 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 that is organized in the
United States have been duly authorized and validly issued, are fully paid
and nonassessable, 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, is 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 general partnership or joint venture agreements pursuant to
which the Joint Ventures were formed has been duly authorized, executed
and delivered by the Company or its Subsidiaries, as applicable and the
Company's interest in such Joint Venture as described in Schedule V is
reflected in the agreement applicable to such Joint Venture;
(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, there are 33,104,225 shares of
Class A Common Stock, 154,604 shares of Class B Common Stock, 2,000,000
shares of 8.8% Series B Cumulative Redeemable Preferred Stock, 2,000,000
shares of 8.70% Series C Cumulative Redeemable Preferred Stock and
3,000,000 shares of 8.75% Series D Cumulative Redeemable Preferred Stock
outstanding;
(v) The Company has corporate power and authority to enter into this Agreement
and the Indenture and to issue, sell and deliver the Securities to the
Underwriters as provided herein, and this Agreement has been duly
authorized, executed and delivered by the Company;
(vi) The Securities have been duly authorized by the Company and, when executed
and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms
of this Agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity, and will be entitled to
the benefits of the Indenture pursuant to which such Securities are to be
issued;
(vii) The Indenture has been duly authorized, executed and delivered by, and is
a valid and binding agreement of, the Company, enforceable against the
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
general principles of equity; the Securities and the Indenture conform in
all material respects to the descriptions thereof contained in the Final
Prospectus; and the Indenture has been duly qualified under the Trust
Indenture Act.
(viii) The Registration Statement and all post-effective amendments, if any,
have become effective under the Act and no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose are pending before or, to the best knowledge
of such counsel, 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) To the best knowledge of such counsel, 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 the best knowledge of such counsel, 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;
(x) Neither the offer, sale or delivery of the Securities, the execution,
delivery or performance of this Agreement or the Indenture, compliance by
the Company with the provisions hereof nor consummation by the Company of
the transactions contemplated hereby 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 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;
(xi) 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,
the qualification of the Indenture under the Trust Indenture 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;
(xii) 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;
(xiii) To the knowledge of such counsel, (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, which 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;
(xiv) The statements in the Final Prospectus under the captions "Risk Factors --
Real Estate Investment Risks", "Risk Factors -- Risks Relating to
Qualification and Operation as a REIT", "Description of the Notes" and
"Federal Income Tax Considerations" and the
statements in the Registration Statement and Basic Prospectus under the
subheadings "Real Estate Investment Risks" and "Risks Relating to
Qualification as a REIT" under the caption "Risk Factors" and 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", 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;
(xv) Based on certain customary assumptions and representations (acceptable to
▇▇▇▇▇▇▇ Coie and to counsel for the Underwriters 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;
(xvi) None 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;
(xvii) 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, 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, or the Final Prospectus, as of its date and as of the Closing
Date, 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 any amendment or supplement to
the Final Prospectus, as of its respective date, and as of the 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 (xvii) modifies or affects the opinions
set forth in opinions (vii), (xiv) and (xv);
(xviii) To such counsel's knowledge, no holder of any security of the Company
has any right to require registration of any security of the Company
because of the filing of the Registration Statement or consummation of the
transactions contemplated by this Agreement.