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                                                                    EXHIBIT 10.1

                         SHURGARD STORAGE CENTERS, INC.

                                  $200,000,000

                             7 3/4 % NOTES DUE 2011

                               PURCHASE AGREEMENT

                                                               February 14, 2001

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
                         INCORPORATED

BANC ONE CAPITAL MARKETS, INC.
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
U.S. BANCORP PIPER JAFFRAY, INC.

c/o BANC OF AMERICA SECURITIES LLC
    Bank of America Corporate Center
    100 North Tryon Street
    Charlotte, North Carolina 28255

Ladies and Gentlemen:

        Shurgard Storage Centers, Inc., a Washington corporation (the
"Company"), proposes to issue and sell $200,000,000 aggregate principal amount
of its 7 3/4% Notes Due 2011 (the "Securities") to the several purchasers named
in Schedule I hereto (the "Initial Purchasers"). The Securities will be issued
pursuant to 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").

        The Securities will be offered without being registered under the
Securities Act of 1933, as amended (the "Act"), to qualified institutional
buyers in compliance with the exemption from registration provided by Rule 144A
under the Act and in offshore transactions in reliance on Regulation S under the
Act ("Regulation S").

        The Initial Purchasers and their direct and indirect transferees will be
entitled to the benefits of a Registration Rights Agreement dated the date
hereof between the Company and the Initial Purchasers (the "Registration Rights
Agreement").

        In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum including or incorporating by reference a
description of the terms of the Securities, the terms of the offering and a
description of the Company (the "Preliminary Memorandum"). In connection with
the sale of the Securities, the Company will prepare a final offering memorandum
(the "Memorandum") including or incorporating by reference a

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description of the terms of the Securities, the terms of the offering and a
description of the Company. As used herein, the term "Memorandum" shall include
the documents incorporated by reference therein. The terms "supplement",
"amendment" and "amend" as used herein with respect to the Memorandum shall
include all documents deemed to be incorporated by reference in the Memorandum
that are filed subsequent to the date of such Memorandum with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

        As used herein, the term "Properties" refers to the properties listed on
Schedule II hereto which represent, as of December 31, 2000, 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.

        1. Agreements to Sell and Purchase. The Company hereby agrees to sell to
the several Initial Purchasers, subject to the terms and conditions herein
contained and based upon the Initial Purchasers' representations and warranties
herein contained, and each Initial Purchaser, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Securities set forth opposite such
Initial Purchaser's name on Schedule I hereto at a purchase price of 99.322% of
the principal amount thereof (the "Purchase Price"), plus accrued interest, if
any, from February 14, 2001 to the Closing Date (as defined herein).

        2. Terms of Public Offering. The Company has been advised by you that
the Initial Purchasers will make an offering of the Securities purchased by the
Initial Purchasers hereunder on the terms to be set forth in the Memorandum, as
soon as practicable after this Agreement is entered into as in your judgment is
advisable.

        3. Delivery of the Securities and Payment Therefor. Payment for the
Securities shall be made to the Company in federal or other funds immediately
available funds against delivery of the Securities for the respective accounts
of the several Initial Purchasers at 10:00 A.M., Eastern time, on February 20,
2001, or at such other time on the same or such other date, not later than March
20, 2001, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "Closing Date."

        Certificates for the Securities shall be in definitive form or global
form, as specified by you, and registered in such names and in such
denominations as you shall request in writing no later than one full business
day prior to the Closing Date. The certificates evidencing the Securities shall
be delivered to you on the Closing Date for the respective accounts of the
several Initial Purchasers, with any transfer taxes payable in connection with
the transfer of the Securities to the Initial Purchasers duly paid, against
payment of the Purchase Price therefor plus accrued interest, if any, to the
date of payment and delivery.

        4. Agreements of the Company. The Company agrees with the several
Initial Purchasers as follows:

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                (a) The Company will advise you promptly and, if requested by
        you, will confirm such advice in writing within the period of time
        referred to in the first sentence of Section 4(d) below, of any change
        in the Company's condition (financial or other), business, prospects,
        properties, net worth or results of operations, or of the happening of
        any event, which makes any statement of a material fact made in the
        Memorandum (as then amended or supplemented) untrue or which requires
        the making of any additions to or changes in the Memorandum (as then
        amended or supplemented) in order to state a material fact required by
        the Act to be stated therein or necessary in order to make the
        statements therein not misleading.

                (b) The Company will furnish to you, without charge, prior to
        10:00 a.m., Eastern time, on the business day next succeeding the date
        of this Agreement and during the period mentioned in Section 4(d), as
        many copies of the Memorandum, any documents incorporated by reference
        therein and any supplements and amendments thereto as you may reasonably
        request.

                (c) Before amending or supplementing the Memorandum or the
        Preliminary Memorandum, the Company will furnish to you a copy of each
        such proposed amendment or supplement and not use any such proposed
        amendment or supplement to which you reasonably object.

                (d) If, during such period after the date hereof and prior to
        the date on which all of the Securities shall have been sold by the
        Initial Purchasers, any event shall occur or condition exist as a result
        of which it is necessary to amend or supplement the Memorandum in order
        to make the statements therein, in the light of the circumstances when
        the Memorandum is delivered to a purchaser, not misleading, or if, in
        the opinion of counsel for the Initial Purchasers, it is necessary to
        amend or supplement the Memorandum to comply with applicable law, the
        Company will forthwith prepare and furnish, at its own expense, to the
        Initial Purchasers, either amendments or supplements to the Memorandum
        so that the statements in the Memorandum as so amended or supplemented
        will not, in the light of the circumstances when the Memorandum is
        delivered to a purchaser, be misleading or so that the Memorandum, as
        amended or supplemented, will comply with applicable law.

                (e) The Company will use its best efforts to meet the
        requirements to qualify as a real estate investment trust (a "REIT")
        under the Internal Revenue Code of 1986, as amended (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.

                (f) The Company will cooperate with you and your counsel in
        connection with the registration or qualification of the Securities for
        offering and sale by the several Initial Purchasers and by any dealers
        under the securities or Blue Sky laws of such jurisdictions in the
        United States as you may designate and will file such consents to
        service of process or other documents necessary or appropriate in order
        to effect such registration or qualification; 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
        which

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        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.

                (g) Neither the Company nor any affiliate (as defined in Rule
        501(b) of Regulation D under the Act, an "Affiliate") of the Company
        will sell, offer for sale or solicit offers to buy or otherwise
        negotiate in respect of any security (as defined in the Act) which could
        be integrated with the sale of the Securities in a manner which would
        require the registration under the Act of the Securities.

                (h) Neither the Company nor any Affiliate will solicit any offer
        to buy or offer or sell the Securities by means of any form of general
        solicitation or general advertising (as those terms are used in
        Regulation D under the Act) or in any manner involving a public offering
        within the meaning of Section 4(2) of the Act.

                (i) While any of the Securities remain "restricted securities"
        within the meaning of the Act, the Company will make available, upon
        request, to any seller of such Securities the information specified in
        Rule 144A(d)(4) under the Act, unless the Company is then subject to
        Section 13 or 15(d) of the Exchange Act.

                (j) None of the Company, its Affiliates or any person acting on
        its or their behalf (other than the Initial Purchasers) will engage in
        any directed selling efforts (as that term is defined in Regulation S)
        with respect to the Securities, and the Company, its Affiliates and each
        person acting on its or their behalf (other than the Initial Purchasers)
        will comply with the offering restrictions requirement of Regulation S.

                (k) During the period of two years after the Closing Date, the
        Company will not, and will not permit any of its affiliates (as defined
        in Rule 144A under the Act) to resell any of the Securities which
        constitute "restricted securities" under Rule 144A that have been
        reacquired by any of them.

        5. Representations and Warranties of the Company. The Company represents
and warrants to each Initial Purchaser that:

                (a) Each document, if any, filed or to be filed pursuant to the
        Exchange Act and incorporated by reference in the Memorandum (each, an
        "Incorporated Document" and collectively, the "Incorporated Documents"),
        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 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 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


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        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.

                (b) The authorized, issued and outstanding capital stock of the
        Company is as set forth in the Memorandum in the "Shareholders' equity"
        section under the caption "Capitalization" (except for the subsequent
        issuances, if any, pursuant to this Agreement, pursuant to reservations,
        agreements or employee benefit plans referred to in the Memorandum or
        pursuant to the exercise of convertible securities or options referred
        to in the Memorandum). The shares of issued and outstanding capital
        stock of the Company have been duly authorized and validly issued and
        are fully paid and non-assessable; none of the outstanding shares of
        capital stock of the Company was issued in violation of the preemptive
        or other similar rights of any security holder of the Company. The debt
        structure of the Company is as set forth in the "Debt" section under the
        caption "Capitalization" and elsewhere in the Incorporated Documents
        (except for changes in the ordinary course).

                (c) The Company is a corporation duly organized and validly
        existing under the laws of the State of Washington, with corporate power
        and authority to own, lease and operate its properties and to conduct
        its business as described in the Memorandum, 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
        hereinafter defined) taken as a whole.

                (d) All the Company's subsidiaries (collectively, the
        "Subsidiaries") are listed on Schedule III hereto. Each Subsidiary is a
        corporation duly organized, validly existing and, where applicable, in
        good standing in the jurisdiction of its incorporation, with full
        corporate power and authority to own, lease and operate its properties
        and to conduct its business as described in the Memorandum, 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; except as set forth on Schedule
        III, all the outstanding shares of capital stock 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.

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                (e) All of the joint ventures in which the Company or any
        Subsidiary owns any interest (the "Joint Ventures") are listed on
        Schedule IV hereto. The Company's (or Subsidiary's, as the case may be)
        ownership interest in such Joint Venture is as set forth on Schedule IV.
        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 or incorporated by reference in the
        Memorandum, and none of the Joint Ventures has received notice of any
        proceedings relating to the revocation or modification of any such
        certificate, authority or 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; each of the Joint Ventures has
        good and marketable title to all of its real property and 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.

                (f) 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, other than
        proceedings that are accurately described in all material respects in
        the Memorandum or any Incorporated Document and proceedings 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. There
        are no agreements, contracts, indentures, leases or other instruments of
        the Company or the Subsidiaries except those that are accurately
        described in all material respects in the Memorandum or any Incorporated
        Document and those that are not material to the Company and the
        Subsidiaries, taken as a whole.

                (g) 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 any material respect 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.

                (h) Neither the issuance and sale of the Securities, the
        execution, delivery or performance of this Agreement, the Registration
        Rights Agreement or the Indenture by the Company nor the consummation by
        the Company of the transactions contemplated


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        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 other governmental body, agency or
        official (except such as may be required for 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 as may be
        required for compliance with federal and state securities laws with
        respect to the Company's obligations under the Registration Rights
        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.

                (i) The accountants, Deloitte & Touche LLP, who have certified
        or shall certify the financial statements included or incorporated by
        reference in the Memorandum (or any amendment or supplement thereto),
        are independent public accountants as required by the Act.

                (j) The financial statements, together with related schedules
        and notes, included or incorporated by reference in the Memorandum (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 Memorandum 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 Memorandum (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.

                (k) The execution and delivery of, and the performance by the
        Company of its obligations under, this Agreement, the Registration
        Rights Agreement and the Indenture have been duly and validly authorized
        by the Company. This Agreement has been duly authorized, executed and
        delivered by the Company and constitutes a valid and legally binding
        agreement of the Company, enforceable against the Company in accordance
        with its terms, except as rights to indemnity and contribution hereunder
        may be limited by federal or state securities laws. Each of the
        Indenture and the Registration Rights Agreement have been duly
        authorized, and when executed and delivered will constitute


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        the valid and legally binding agreements of the Company, enforceable
        against the Company in accordance with their respective terms, subject
        to applicable bankruptcy, insolvency or similar laws affecting
        creditors' rights generally and general principles of equity, and except
        as rights to indemnity and contribution under the Registration Rights
        Agreement may be limited by federal or state securities laws.

                (l) 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 Initial Purchasers 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 and the Registration Rights Agreement.
        The Securities, the Indenture and the Registration Rights Agreement
        conform in all material respects to the descriptions thereof contained
        in the Memorandum.

                (m) Except as disclosed in the Memorandum (or any amendment or
        supplement thereto), subsequent to the respective dates as of which such
        information is given in the Memorandum (or any amendment or supplement
        thereto), 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, 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.

                (n) (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 II hereto) and assets
        reflected in the financial statements (or as described in or
        incorporated by reference into the Memorandum) hereinabove described,
        subject to no lien, mortgage, pledge, charge or encumbrance of any kind
        except those reflected in such financial statements (or as described in
        or incorporated by reference into the Memorandum or on Schedule II
        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 or incorporated by reference into the Memorandum; (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), on the business, prospects, properties,
        net worth or results of operations of the


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        Company and the Subsidiaries, taken as a whole; (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 II 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 Memorandum 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; (vi) there is 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.

                (o) 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.

                (p) 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 Memorandum, subject to such
        qualifications as may be set forth in the Memorandum 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; 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 Memorandum;
        and, except as described in the Memorandum, 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.

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                (q) 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.

                (r) 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 Memorandum.

                (s) 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.

                (t) 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 consummation of the transactions contemplated
        by this Agreement or the Registration Rights Agreement.

                (u) The Company and the Subsidiaries own or possess in the
        United States all patents, trademarks, trademark registrations, service
        marks, service mark registrations, trade names, copyrights, licenses,
        inventions, trade secrets and rights described in the Memorandum 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.

                (v) Except as otherwise disclosed in the Memorandum, 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,


                                      -10-
<PAGE>   11
        synthetic gas or other material defined, regulated, controlled or
        potentially subject to any remediation requirement under any
        environmental law (collectively, "Hazardous Materials"), on, in, under
        or affecting any real property currently leased or owned or by any means
        controlled by the Company, including the Properties (the "Real
        Property") except as in material compliance with applicable laws; to the
        knowledge of the Company, the Real Property and the Company's operations
        with respect to the Real Property are in compliance with all federal,
        state and local laws, ordinances, rules, regulations and other
        governmental requirements relating to pollution, control of chemicals,
        management of waste, discharges of materials into the environment,
        health, safety, natural resources, and the environment (collectively,
        "Environmental Laws"), and the Company has, and is in compliance with,
        all licenses, permits, registrations and government authorizations
        necessary to operate under all applicable Environmental Laws, except
        where the failure to have or comply with such license, permit,
        registration or authorization would not have a material adverse effect
        on the condition (financial or other), business, prospects, properties,
        net worth or results of operations of the Company and the Subsidiaries,
        taken as a whole. Except as otherwise disclosed in the Memorandum, the
        Company has not received any written or oral notice from any
        governmental entity or any other person and to the knowledge of the
        Company there is no pending or 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.

                (w) The Company was organized and has operated in conformity
        with the requirements for qualification as a real estate investment
        trust under Sections 856 through 858 of the Code for each of its taxable
        years ended December 31, 1994, through December 31, 2000, and the
        Company's current organization and method of operation should enable it
        to continue to qualify as a real estate investment trust under the Code.

                (x) 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.

                (y) The statements set forth in the Memorandum under the caption
        "Federal Income Tax Considerations" fairly and accurately state the
        federal income tax considerations that would be material to a holder of
        the Securities.

                                      -11-
<PAGE>   12
                (z) Neither the Company nor any Affiliate of the Company has
        directly, or through any agent, (i) sold, offered for sale, solicited
        offers to buy or otherwise negotiated in respect of, any security (as
        defined in the Act) which is or will be integrated with the sale of the
        Securities in a manner that would require the registration under the Act
        of the Securities or (ii) engaged in any form of general solicitation or
        general advertising in connection with the offering of the Securities
        (as those terms are used in Regulation D under the Act) or in any manner
        involving a public offering within the meaning of Section 4(2) of the
        Act.

                (aa) None of the Company, its Affiliates nor any person acting
        on their behalf has engaged or will engage in any directed selling
        efforts (within the meaning of Regulation S) with respect to the
        Securities, and the Company and its Affiliates and any person acting on
        their behalf have complied and will comply with the offering
        restrictions requirement of Regulation S.

                (bb) It is not necessary in connection with the offer, sale and
        delivery of the Securities to the Initial Purchasers in the manner
        contemplated by this Agreement or in connection with the initial resale
        of such Securities by the Initial Purchasers to register the Securities
        under the Act or to qualify the Indenture under the Trust Indenture Act
        of 1939, as amended.

                (cc) The Securities satisfy the requirements set forth in Rule
        144A(d)(3) under the Securities Act.

        6. Offering of Securities; Restrictions on Transfer.

                (a) Each Initial Purchaser, severally and not jointly,
        represents and warrants that such Initial Purchaser is a qualified
        institutional buyer as defined in Rule 144A under the Act (a "QIB").
        Each Initial Purchaser, severally and not jointly, agrees with the
        Company that (i) it will not solicit offers for, or offer or sell, such
        Securities by any form of general solicitation or general advertising
        (as those terms are used in Regulation D under the Act) and (ii) it will
        solicit offers for such Securities only from, and will offer such
        Securities only to, persons that it reasonably believes to be (A) in the
        case of offers inside the United States, QIBs and (B) in the case of
        offers outside the United States, to persons other than U.S. persons
        ("foreign purchasers," which term shall include dealers or other
        professional fiduciaries in the United States acting on a discretionary
        basis for foreign beneficial owners (other than an estate or trust)) in
        reliance upon Regulation S under the Act that, in each case, in
        purchasing such Securities are deemed to have represented and agreed as
        provided in the Memorandum under the caption "Transfer Restrictions."

                (b) Each Initial Purchaser, severally and not jointly,
        represents, warrants, and agrees with respect to offers and sales
        outside the United States that:

                        (i) such Initial Purchaser has been informed by the
                Company that no action has been or will be taken in any
                jurisdiction by the Company that would


                                      -12-
<PAGE>   13
                permit a public offering of the Securities, or possession or
                distribution of the Memorandum or any other offering or
                publicity material relating to the Securities, in any country or
                jurisdiction where action for that purpose is required;

                        (ii) such Initial Purchaser has offered the Securities
                and will offer and sell the Securities (A) as part of their
                distribution at any time and (B) otherwise until 40 days after
                the later of the commencement of the offering and the Closing
                Date, only in accordance with Rule 903 of Regulation S or as
                otherwise permitted in Section 6(a); accordingly, neither such
                Initial Purchaser, its Affiliates nor any persons acting on its
                or their behalf have engaged or will engage in any directed
                selling efforts (within the meaning of Regulation S) with
                respect to the Securities, and any such Initial Purchaser, its
                Affiliates and any such persons have complied and will comply
                with the offering restrictions requirement of Regulation S;

                        (iii) such Initial Purchaser has (A) not offered or sold
                and, prior to the date six months after the Closing Date, will
                not offer or sell any Securities to persons in the United
                Kingdom except to persons whose ordinary activities involve them
                in acquiring, holding, managing or disposing of investments (as
                principal or agent) for the purposes of their businesses or
                otherwise in circumstances which have not resulted and will not
                result in an offer to the public in the United Kingdom within
                the meaning of the Public Offers of Securities Regulations 1995;
                (B) complied and will comply with all applicable provisions of
                the Financial Services Act 1986 with respect to anything done by
                it in relation to the Securities in, from or otherwise involving
                the United Kingdom, and (C) only issued or passed on and will
                only issue or pass on in the United Kingdom any document
                received by it in connection with the issue of the Securities to
                a person who is of a kind described in Article 11(3) of the
                Financial Services Act 1986 (Investment Advertisements)
                (Exemptions) Order 1996 or is a person to whom such document may
                otherwise lawfully be issued or passed on;

                        (iv) such Initial Purchaser understands that the
                Securities have not been and will not be registered under the
                Securities and Exchange Law of Japan, and represents that it has
                not offered or sold, and agrees not to offer or sell, directly
                or indirectly, any Securities in Japan or for the account of any
                resident thereof except pursuant to any exemption from the
                registration requirements of the Securities and Exchange Law of
                Japan and otherwise in compliance with applicable provisions of
                Japanese law; and

                        (v) such Initial Purchaser agrees that, at or prior to
                confirmation of sales of the Securities, it will have sent to
                each distributor, dealer or person receiving a selling
                concession, fee or other remuneration that purchases Securities
                from it during the restricted period a confirmation or notice to
                substantially the following effect:

                                "The Securities covered hereby have not been
                        registered under the U.S. Securities Act of 1933 (the
                        "Act") and may not be offered and sold


                                      -13-
<PAGE>   14
                        within the United States or to, or for the account or
                        benefit of, U.S. persons (i) as part of their
                        distribution at any time or (ii) otherwise until 40 days
                        after the later of the commencement of the offering and
                        the closing date, except in either case in accordance
                        with Regulation S (or Rule 144A if available) under the
                        Act. Terms used above have the meaning given to them by
                        Regulation S."

                        Terms used in this Section 6(b) have the meanings given
                to them by Regulation S.

        7. Indemnification and Contribution.

                (a) The Company agrees to indemnify and hold harmless each of
        you and each person, if any, who controls any Initial Purchaser within
        the meaning of Section 15 of the Act or Section 20 of the Exchange Act
        from and against any and all losses, claims, damages, liabilities and
        expenses (including reasonable costs of investigation) arising out of or
        based upon any untrue statement or alleged untrue statement of a
        material fact contained in the Memorandum or any Preliminary Memorandum
        or in any amendment or supplement thereto, or arising out of or based
        upon any omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein in light of the circumstances under which they were made not
        misleading, except insofar as such losses, claims, damages, liabilities
        or expenses arise out of or are based upon any untrue statement or
        omission or alleged untrue statement or omission which has been made
        therein or omitted therefrom in reliance upon and in conformity with the
        information relating to such Initial Purchaser furnished in writing to
        the Company by or on behalf of any Initial Purchaser through you
        expressly for use in connection therewith; provided, however, that the
        indemnification contained in this paragraph (a) with respect to any
        Preliminary Memorandum shall not inure to the benefit of any Initial
        Purchaser (or to the benefit of any person controlling any Initial
        Purchaser) on account of any such loss, claim, damage, liability or
        expense arising from the sale of the Securities by such Initial
        Purchaser to any person if a copy of the Memorandum, excluding
        Incorporated Documents shall not have been delivered or sent to such
        person where required by applicable law, and the untrue statement or
        alleged untrue statement or omission or alleged omission of a material
        fact contained in such Preliminary Memorandum was corrected in the
        Memorandum, provided that the Company has delivered the Memorandum to
        such Initial Purchaser in requisite quantity on a timely basis to permit
        such delivery or sending. The foregoing indemnity agreement shall be in
        addition to any liability which the Company may otherwise have.

                (b) If any action, suit or proceeding shall be brought against
        any Initial Purchaser or any person controlling any Initial Purchaser in
        respect of which indemnity may be sought against the Company, such
        Initial Purchaser or such controlling person shall promptly notify the
        Company and the Company shall assume the defense thereof, including the
        employment of counsel and payment of all fees and expenses. Such Initial
        Purchaser or any such controlling person shall have the right to employ
        separate counsel in any such action, suit or proceeding and to
        participate in the defense thereof, but the


                                      -14-
<PAGE>   15

        fees and expenses of such counsel shall be at the expense of such
        Initial Purchaser or such controlling person unless (i) the Company has
        agreed in writing to pay such fees and expenses, (ii) the Company has
        failed to assume the defense and employ counsel, or (iii) the named
        parties to any such action, suit or proceeding (including any impleaded
        parties) include both such Initial Purchaser or such controlling person
        and the Company and such Initial Purchaser or such controlling person
        shall have been advised by its counsel that representation of such
        indemnified party and the Company by the same counsel would be
        inappropriate under applicable standards of professional conduct
        (whether or not such representation by the same counsel has been
        proposed) due to actual or potential differing interests between them
        (in which case the Company shall not have the right to assume the
        defense of such action, suit or proceeding on behalf of such Initial
        Purchaser or such controlling person). It is understood, however, that
        the Company shall, in connection with any one such action, suit or
        proceeding or separate but substantially similar or related actions,
        suits or proceedings 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 Initial Purchasers and
        controlling persons not having actual or potential differing interests
        with you or among themselves, which firm shall be designated in writing
        by Initial Purchasers, and that all such fees and expenses shall be
        reimbursed as they are incurred. The Company shall not be liable for any
        settlement of any such action, suit or proceeding effected without its
        written consent, but if settled with such written consent, or if there
        be a final judgment for the plaintiff in any such action, suit or
        proceeding, the Company agrees to indemnify and hold harmless any
        Initial Purchaser, to the extent provided in the preceding paragraph,
        and any such controlling person from and against any loss, claim,
        damage, liability or expense by reason of such settlement or judgment.

                (c) Each Initial Purchaser agrees, severally and not jointly, to
        indemnify and hold harmless the Company, its directors, its officers,
        and any person who controls the Company within the meaning of Section 15
        of the Act or Section 20 of the Exchange Act, to the same extent as the
        foregoing indemnity from the Company to each Initial Purchaser, but only
        with respect to information relating to the Initial Purchaser furnished
        in writing by or on behalf of such Initial Purchaser through you
        expressly for use in the Memorandum or any Preliminary Memorandum, or
        any amendment or supplement thereto. If any action, suit or proceeding
        shall be brought against the Company, any of its directors, any such
        officer, or any such controlling person based on the Memorandum or any
        Preliminary Memorandum, or any amendment or supplement thereto, and in
        respect of which indemnity may be sought against any Initial Purchaser
        pursuant to this paragraph (c), such Initial Purchaser shall have the
        rights and duties given to the Company by paragraph (b) above (except
        that if the Company shall have assumed the defense thereof such Initial
        Purchaser shall not be required to do so, but may employ separate
        counsel therein and participate in the defense thereof, but the fees and
        expenses of such counsel shall be at such Initial Purchaser's expense),
        and the Company, its directors, any such officer, and any such
        controlling person shall have the rights and duties given to the Initial
        Purchasers by paragraph (b) above. The foregoing indemnity agreement
        shall be in addition to any liability which the Initial Purchasers may
        otherwise have.

                                      -15-
<PAGE>   16
                (d) If the indemnification provided for in this Section 7 is
        unavailable to an indemnified party under paragraphs (a) or (c) hereof
        in respect of any losses, claims, damages, liabilities or expenses
        referred to therein, then an indemnifying party, in lieu of indemnifying
        such indemnified party, shall contribute to the amount paid or payable
        by such indemnified party as a result of such losses, claims, damages,
        liabilities or expenses (i) in such proportion as is appropriate to
        reflect the relative benefits received by the Company on the one hand
        and the Initial Purchasers on the other hand from the offering of the
        Securities, or (ii) if the allocation provided by clause (i) above is
        not permitted by applicable law, in such proportion as is appropriate to
        reflect not only the relative benefits referred to in clause (i) above
        but also the relative fault of the Company on the one hand and the
        Initial Purchasers on the other in connection with the statements or
        omissions that resulted in such losses, claims, damages, liabilities or
        expenses, as well as any other relevant equitable considerations. The
        relative benefits received by the Company on the one hand and the
        Initial Purchasers on the other shall be deemed to be in the same
        proportion as the total net proceeds from the offering (before deducting
        expenses) received by the Company bear to the total Initial Purchasers'
        discounts and commissions received by the Initial Purchasers, in each
        case as set forth in the table on the cover page of the Memorandum. The
        relative fault of the Company on the one hand and the Initial Purchasers
        on the other hand shall be determined by reference to, among other
        things, whether the untrue or alleged untrue statement of a material
        fact or the omission or alleged omission to state a material fact
        relates to information supplied by the Company on the one hand or by the
        Initial Purchasers on the other hand and the parties' relative intent,
        knowledge, access to information and opportunity to correct or prevent
        such statement or omission.

                (e) The Company and the Initial Purchasers agree that it would
        not be just and equitable if contribution pursuant to this Section 7
        were determined by a pro rata allocation (even if the Initial Purchasers
        were treated as one entity for such purpose) or by any other method of
        allocation that does not take account of the equitable considerations
        referred to in paragraph (d) above. The amount paid or payable by an
        indemnified party as a result of the losses, claims, damages,
        liabilities and expenses referred to in paragraph (d) above shall be
        deemed to include, subject to the limitations set forth above, any legal
        or other expenses reasonably incurred by such indemnified party in
        connection with investigating any claim or defending any such action,
        suit or proceeding. Notwithstanding the provisions of this Section 7, no
        Initial Purchaser shall be required to contribute any amount in excess
        of the amount by which the total price of the Securities resold by it in
        the initial placement of the Securities exceeds the amount of any
        damages which such Initial Purchaser has otherwise been required to pay
        by reason of such untrue or alleged untrue statement or omission or
        alleged omission. 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. The Initial Purchasers' obligations to contribute
        pursuant to this Section 7 are several in proportion to the respective
        number of Securities set forth opposite their names in Schedule I hereto
        and not joint.

                                      -16-
<PAGE>   17
                (f) No indemnifying party shall, without the prior written
        consent of the indemnified party, effect any settlement of any pending
        or threatened action, suit or proceeding in respect of which any
        indemnified party is or could have been a party and indemnity could have
        been sought hereunder by such indemnified party, unless such settlement
        includes an unconditional release of such indemnified party from all
        liability on claims that are the subject matter of such action, suit or
        proceeding.

                (g) Any losses, claims, damages, liabilities or expenses for
        which an indemnified party is entitled to indemnification or
        contribution under this Section 7 shall be paid by the indemnifying
        party to the indemnified party as such losses, claims, damages,
        liabilities or expenses are incurred. The indemnity and contribution
        agreements contained in this Section 7 and the representations and
        warranties of the Company set forth in this Agreement shall remain
        operative and in full force and effect, regardless of (i) any
        investigation made by or on behalf of any Initial Purchaser or any
        person controlling any Initial Purchaser, the Company, its directors or
        officers, or any person controlling the Company, (ii) acceptance of any
        Securities and payment therefor hereunder, and (iii) any termination of
        this Agreement. A successor to any Initial Purchaser or any person
        controlling any Initial Purchaser, or to the Company, its directors or
        officers, or any person controlling the Company, shall be entitled to
        the benefits of the indemnity, contribution and reimbursement agreements
        contained in this Section 7.

        8. Conditions of Initial Purchasers' Obligations. The several
obligations of the Initial Purchasers to purchase the Securities hereunder are
subject to the following conditions:

                (a) At the Closing Date, the Securities shall be rated at least
        Baa2 by Moody's and BBB by each of Standard & Poor's and Duff & Phelps,
        and the Company shall have delivered to the Initial Purchasers a letter
        dated the Closing Date, from each such rating agency, or other evidence
        satisfactory to the Initial Purchasers, confirming that the Securities
        have such ratings; and since the date of the Agreement, there shall not
        have occurred a downgrading in the rating assigned to the Securities or
        any of the Company's other securities by any "nationally recognized
        statistical rating agency," as that term is defined by the Commission
        for purposes of Rule 436 (g)(2) under the Act, and no such organization
        shall have publicly announced that it has under surveillance or review
        its rating of the Securities or any of the Company's other securities.

                (b) Subsequent to the effective date of this Agreement, there
        shall not have occurred (i) any change, or any development involving a
        prospective change, in or affecting the condition (financial or other),
        business, prospects, properties, net worth, or results of operations of
        the Company or the Subsidiaries, taken as a whole, not contemplated by
        the Memorandum, which in your opinion, as Initial Purchasers, would
        materially, adversely affect the market for the Securities, or (ii) any
        event or development relating to or involving the Company or any officer
        or director of the Company which makes any statement made in the
        Memorandum untrue in any material respect or which, in the opinion of
        the Company and its counsel or the Initial Purchasers and their counsel,
        requires the making of any addition to or change in the Memorandum in
        order to state a material fact required by the Act or any other law to
        be stated therein or necessary in


                                      -17-
<PAGE>   18
        order to make the statements therein not misleading, if amending or
        supplementing the Memorandum to reflect such event or development would,
        in your opinion, adversely affect the market for the Securities.

                (c) You shall have received on the Closing Date an opinion of
        Perkins Coie LLP, counsel for the Company, dated the Closing Date and
        addressed to you, as Initial Purchasers, substantially in the form of
        Annex A hereto. In rendering their opinion as aforesaid, counsel may
        rely 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 form and substance
        satisfactory to them and their counsel, and (3) counsel shall state in
        their opinion that they believe that they and the Initial Purchasers are
        justified in relying thereon.

                (d) You shall have received on the Closing Date an opinion of
        King & Spalding, counsel for the Initial Purchasers, dated the Closing
        Date and addressed to you, as Initial Purchasers, with respect to the
        matters referred to in clause (12) under the captions in the Memorandum
        entitled "Description of the Notes," and "Exchange Offer; Registration
        Rights"; clauses (4) (second clause only) (5), (6), (15) and (17) of
        Annex A hereto and such other related matters as you may request.

                (e) You shall have received letters addressed to you, as Initial
        Purchasers, and dated the date hereof and the Closing Date from Deloitte
        & Touche LLP, independent certified public accountants, substantially in
        the forms heretofore approved by you.

                (f) (i) there shall not have been any material change in the
        capital stock of the Company nor any material increase in the short-term
        or long-term debt of the Company (other than in the ordinary course of
        business) from that set forth or contemplated in the Memorandum (or any
        amendment or supplement thereto); (ii) there shall not have been, since
        the respective dates as of which information is given in the Memorandum
        (exclusive of any amendment or supplement thereto), except as may
        otherwise be stated in such Memorandum (exclusive of any amendment or
        supplement thereto), any material adverse change in the condition
        (financial or other), business, prospects, properties, net worth or
        results of operations of the Company and the Subsidiaries, taken as a
        whole; (iii) the Company and the Subsidiaries shall not have any
        liabilities or obligations, direct or contingent (whether or not in the
        ordinary course of business), that are material to the Company and the
        Subsidiaries, taken as a whole, other than those reflected in the
        Memorandum (or any amendment or supplement thereto); and (iv) all the
        representations and warranties of the Company contained in this
        Agreement shall be true and correct on and as of the date hereof and on
        and as of the Closing Date if made on and as of the Closing Date, and
        you shall have received a certificate, dated the Closing Date and signed
        on behalf of the Company by the chief executive officer and the chief
        financial officer of the Company (or such other officers as are
        acceptable to you), to the effect set forth in this Section 8(f) and in
        Section 8(g) hereof.

                                      -18-
<PAGE>   19
                (g) The Company shall not have failed at or prior to the Closing
        Date to have performed or complied with any of its agreements herein
        contained and required to be performed or complied with by it hereunder
        at or prior to the Closing Date.

                (h) The Company shall have furnished or caused to be furnished
        to you such further certificates and documents as you shall have
        requested.

                (i) You shall have received on the Closing Date, an opinion of
        counsel for the Trustee, dated the Closing Date and addressed to you, as
        Initial Purchasers, with respect to the matters as you may reasonably
        request.

        All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you and your counsel.

        Any certificate or document signed by any officer of the Company and
delivered to you, as Initial Purchasers, or to counsel for the Initial
Purchasers, shall be deemed a representation and warranty by the Company to the
Initial Purchasers as to the statements made therein.

        9. Expenses. 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
Memorandum and the Preliminary Memorandum 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 Memorandum, the Preliminary Memorandum, 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, the 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 the admission of the Securities
for trading in any rating agency or any appropriate market system; (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 4(f)
hereof (including the reasonable fees, expenses and disbursements of counsel for
the Initial Purchasers 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.

        10. Effective Date of Agreement. This Agreement shall become effective
upon the execution and delivery hereof by the parties hereto.

        If, on the Closing Date, any one or more of the Initial Purchasers shall
fail or refuse to purchase Securities which it or they are obligated to purchase
hereunder on the Closing Date, and the aggregate number of Securities which such
defaulting Initial Purchaser or Initial Purchasers


                                      -19-
<PAGE>   20
are obligated but fail or refuse to purchase is not more than one-tenth of the
aggregate number of Securities which the Initial Purchasers are obligated to
purchase on the Closing Date, each non-defaulting Initial Purchaser shall be
obligated, severally, in the proportion which the number of Securities set forth
opposite its name in Schedule I hereto bears to the aggregate number of
Securities set forth opposite the names of all non-defaulting Initial Purchasers
in Schedule I, to purchase the Securities which such defaulting Initial
Purchaser or Initial Purchasers are obligated, but fail or refuse, to purchase.
If any one or more of the Initial Purchasers shall fail or refuse to purchase
Securities which it or they are obligated to purchase on the Closing Date and
the aggregate number of Securities with respect to which such default occurs is
more than one-tenth of the aggregate number of Securities which the Initial
Purchasers are obligated to purchase on the Closing Date and arrangements
satisfactory to you and the Company for the purchase of such Securities by one
or more non-defaulting Initial Purchasers or other party or parties approved by
you and the Company are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Initial Purchaser or the Company. In any such case which does not result in
termination of this Agreement, either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Memorandum or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Initial Purchaser from liability in respect of any such
default of any such Initial Purchaser under this Agreement. The term "Initial
Purchaser" as used in this Agreement includes, for all purposes of this
Agreement, any party not listed in Schedule I hereto who, with your approval and
the approval of the Company, purchases Securities which a defaulting Initial
Purchaser is obligated, but fails or refuses, to purchase.

        Any notice under this Section 10 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed within 24 hours by letter.

        11. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Initial Purchaser to the Company by notice to the Company, if prior to the
Closing Date, (i) trading in securities of the Company or trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in the states of New York or
Washington shall have been declared by either federal or state authorities, or
(iii) there shall have occurred any outbreak or escalation of hostilities or
other international or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in your judgment, impracticable or
inadvisable (x) to commence or continue the offering of the Securities at the
offering price set forth on the cover page of the Memorandum to the public or
(y) to enforce contracts for the resale of the Securities by the Initial
Purchasers. Notice of such termination may be given to the Company by telegram,
telecopy or telephone and shall be subsequently confirmed by letter.

        12. Information Furnished by the Initial Purchasers. The statements set
forth in the last paragraph of the cover page and the table following the third
paragraph and the statements contained in the fourth paragraph, fifth paragraph
and third sentence of the seventh paragraph under the caption "Plan of
Distribution" in the Memorandum, constitute the only information


                                      -20-
<PAGE>   21
furnished by or on behalf of the Initial Purchasers through you as such
information is referred to in Section 7 hereof.

        13. Miscellaneous. Except as otherwise provided in Sections 4, 10 and 11
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at the office of the
Company at 1155 Valley Street, Suite 400, Seattle, Washington 98109, Attention:
Christine M. McKay, Esq., Senior Vice President, General Counsel and Secretary;
or (ii) if to the Initial Purchasers, c/o Banc of America Securities LLC, Bank
of America Corporate Center, NC1-007-07-01, 100 North Tryon Street, Charlotte,
North Carolina 28255, Attention: Capital Markets Services.

        This Agreement has been and is made solely for the benefit of the
several Initial Purchasers, the Company, its directors and officers, and the
other controlling persons referred to in Section 7 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Initial Purchaser of any of the Securities in
his status as such purchaser.

        14. Applicable Law; Counterparts. This Agreement shall 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.

        This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.


                                      -21-
<PAGE>   22
        Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Initial Purchasers.

                                            Very truly yours,

                                            SHURGARD STORAGE CENTERS, INC.



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



Confirmed as of the date first above mentioned.

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE FENNER & SMITH
                             INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
U.S. BANCORP PIPER JAFFRAY INC.


By:  BANC OF AMERICA SECURITIES LLC



By:
    ----------------------------------------
    Name:
    Title:


                                      -22-
<PAGE>   23
                                   SCHEDULE I

                           LIST OF INITIAL PURCHASERS
<TABLE>
<CAPTION>

                                                                        Principal Amount
                                                                          of Securities
Initial Purchasers                                                       to be Purchased
------------------                                                      ----------------
<S>                                                                     <C>
Banc of America Securities LLC.......................................     $ 70,000,000
Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated....................................     $ 70,000,000
Banc One Capital Markets, Inc........................................     $ 15,000,000
Morgan Stanley & Co. Incorporated....................................     $ 15,000,000
Salomon Smith Barney Inc.............................................     $ 15,000,000
U.S. Bancorp Piper Jaffray Inc.......................................     $ 15,000,000
                                                                          ------------
                                                           Total          $200,000,000
                                                                          ============
</TABLE>

<PAGE>   24
                                   SCHEDULE II

                               LIST OF PROPERTIES


<PAGE>   25
                                  SCHEDULE III

                           SUBSIDIARIES OF THE COMPANY
                         AND OWNERSHIP OF CAPITAL STOCK


<PAGE>   26



                                   SCHEDULE IV

                               JOINT VENTURES AND
                           OWNERSHIP INTERESTS THEREIN


<PAGE>   27
                                     ANNEX A

(1)     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 Memorandum (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;

(2)     Each of the Subsidiaries that is organized in the United States is a
        corporation duly organized and validly existing and, where applicable,
        in good standing under the laws of the jurisdiction of its organization,
        with corporate power and authority to own, lease, and operate its
        properties and to conduct its business as described in the Memorandum
        (and any amendment or supplement thereto); except as described in
        Schedule III, all the outstanding shares of capital stock 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 of each such
        Subsidiary set forth in Schedule III 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;

(3)     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 each such Joint Venture as described in Schedule
        IV is reflected in the agreement applicable to such Joint Venture;

(4)     The Company has corporate power and authority to enter into this
        Agreement, the Registration Rights Agreement and the Indenture and to
        issue, sell and deliver the Securities to the Initial Purchasers as
        provided herein, and this Agreement has been duly authorized, executed
        and delivered by the Company;

(5)     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 Initial Purchasers 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

<PAGE>   28
        pursuant to which such Securities are to be issued and the Registration
        Rights Agreement;

(6)     Each of the Indenture and the Registration Rights Agreement 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 and except as rights to indemnification and contribution under
        the Registration Rights Agreement may be limited under applicable law
        and public policy considerations;

(7)     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 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, except
        as may be disclosed in the Memorandum;

(8)     Neither the offer, sale or delivery of the Securities, the execution,
        delivery or performance of this Agreement, the Registration Rights
        Agreement and the Indenture, compliance by the Company with the
        provisions hereof or thereof nor consummation by the Company of the
        transactions contemplated hereby or thereby 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 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, Blue Sky laws and
        federal securities laws, except as otherwise addressed in this opinion),
        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;

(9)     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 such as may be required under state securities or
        Blue Sky laws governing the purchase and

                                       ii
<PAGE>   29
        distribution of the Securities) for the valid issuance and sale of the
        Securities to the Initial Purchasers as contemplated by this Agreement;

(10)    Each of the Incorporated Documents (except for the financial statements
        and the notes thereto and the schedules and other financial 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;

(11)    To the best knowledge of such counsel, (A) other than as described or
        contemplated in the Memorandum 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 would be
        required to be described in the Memorandum (or any amendment or
        supplement thereto) if such Memorandum was a Registration Statement
        filed under the Act and (B) there are no agreements, contracts,
        indentures, leases or other instruments, that would be required to be
        described in the Memorandum (or any amendment or supplement thereto) if
        such Memorandum was a Registration Statement filed under the Act or as
        required to be filed as an exhibit to any Incorporated Document that are
        not so described or filed as the case may be;

(12)    The statements in the Memorandum under the captions "Description of the
        Notes", "Exchange Offer; Registration Rights", "Transfer Restrictions",
        "Federal Income Tax Considerations", the subheadings "Real Estate
        Investment Risks" and "Risks Relating to Qualification and Operation as
        a REIT" under the heading "Risk Factors", insofar as they are
        descriptions of contracts, agreements or other legal documents, or refer
        to statements of law or legal conclusions, are accurate and present
        fairly the information required to be shown;

(13)    Based on certain customary assumptions and representations (acceptable
        to Perkins Coie and to counsel for the Initial Purchasers 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, 1994, December 31, 1995, December 31, 1996,
        December 31, 1997, December 31, 1998, December 31, 1999 and December 31,
        2000; 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 Memorandum 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;

(14)    None of the Company nor any Subsidiary is, or solely as a result of the
        consummation of the transactions contemplated hereby, will become, an

                                      iii
<PAGE>   30
        "investment company," or a company "controlled" by an "investment
        company," within the meaning of the Investment Company Act of 1940, as
        amended;

(15)    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 Memorandum, such counsel has participated in the
        preparation of the Memorandum, 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 Memorandum (including
        the Incorporated Documents), 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 Memorandum, 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 data included in the Memorandum or any
        Incorporated Document). Nothing in this opinion (15) modifies or affects
        the opinions set forth in opinions (12) and (13);

(16)    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 consummation of the transactions contemplated by the
        Purchase Agreement and the Registration Rights Agreement.

(17)    Based upon the representations, warranties and agreements of the Company
        in Sections 4(g), 4(h), 4(j), 5(z), 5(aa) and 5(c) of the Purchase
        Agreement and of the Initial Purchasers in Section 6 of the Purchase
        Agreement, it is not necessary in connection with the offer, sale and
        delivery of the Securities to the Initial Purchasers under the Purchase
        Agreement or in connection with the initial resale of such Securities by
        the Initial Purchasers in accordance with Section 6 of the Purchase
        Agreement to register the Securities under the Act or to qualify the
        Indenture under the Trust Indenture Act of 1939, it being understood
        that no opinion is expressed as to any subsequent resale of any
        Securities.

                                       iv