EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement is made as of
May 13, 1997, by and among Shurgard Storage Centers, Inc., a
Delaware corporation (the "Company"), and Gemisys Corporation, a
California corporation (the "Rights Agent"), and amends the
Rights Agreement, dated March 17, 1994, between the Company and
the Rights Agent (the "Rights Agreement").
WHEREAS, the Company may reincorporate from the state of
Delaware to the state of Washington by merging with a wholly
owned subsidiary, Shurgard Washington Corporation, a Washington
corporation.
WHEREAS, the parties did not intend the Rights Agreement to
be applicable to a merger of the Company with a wholly owned
subsidiary for the purposes of effecting a change in the
Company's state of incorporation.
NOW, THEREFORE, the parties hereto agree that clause (a)
Section 13 of the Rights Agreement is hereby amended in its
entirety to read as follows:
"(a) the Company consolidates with, or merges with and
into, any other Person (except for a merger with a
wholly owned subsidiary of the Company for purposes of
effecting a change in the Company's state of
incorporation),"
Except as amended hereby, the Rights Agreement shall remain
in full force and effect. This Amendment may be signed in any
number of counterparts, each of which shall for all purposes be
an original, and all of which shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date written above.
SHURGARD STORAGE CENTERS, INC.
By /s/ Xxxxxxx X. Xxxxx
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Title: Chairman
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GEMISYS CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Title: President
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