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                                                                    EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is made and
entered into this 20th day of February, 2001, among Shurgard Storage Centers,
Inc., a Washington corporation (the "Company"), and Banc of America Securities
LLC ("BofA"); Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"); Banc One Capital Markets, Inc.; Morgan Stanley & Co. Incorporated;
Salomon Smith Barney Inc. and U.S. Bancorp Piper Jaffray Inc. (collectively,
with BofA and Merrill Lynch, the "Initial Purchasers").

        This Agreement is made pursuant to the Purchase Agreement dated February
14, 2001 among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $200,000,000 principal amount of the Company's 7
3/4% Notes due 2011 (the "Securities"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1. DEFINITIONS. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

        "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

        "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

        "Additional Interest" shall have the meaning set forth in Section 2.5
hereof.

        "BofA" shall have the meaning set forth in the preamble.

        "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

        "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

        "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

        "Depositary" shall mean The Depository Trust Company, or any other
depositary for the Securities appointed by the Company; PROVIDED, HOWEVER, that
such depositary must have an address in the Borough of Manhattan, in the City of
New York.

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        "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

        "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.

        "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

        "Exchange Period" shall have the meaning set forth in Section 2.1
hereof.

        "Exchange Securities" shall mean the 7 3/4% Notes due 2011 issued by the
Company under the Indenture containing terms identical to the Securities in all
material respects (except for references to certain interest rate provisions,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.

        "Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker-Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

        "Indenture" shall mean the Indenture, dated as of April 25, 1997,
between the Company and LaSalle National Bank, as trustee, as supplemented by
Supplemental Indenture thereto dated as of July 11, 1997 and as the same may be
amended, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof.

        "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble.

        "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; PROVIDED that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the Securities
or any Affiliate (as defined in the Indenture) of the Company shall be
disregarded in determining whether such consent or approval was given by the
Holders of such required percentage amount.

        "Participating Broker-Dealer" shall mean any Initial Purchaser, and any
other broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.


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        "Person" shall mean any individual, corporation, partnership, joint
venture, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof.

        "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

        "Purchase Agreement" shall have the meaning set forth in the preamble.

        "Registrable Securities" shall mean the Securities; PROVIDED, HOWEVER,
that Securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) such Securities have been sold to the public
pursuant to Rule 144 under the 1933 Act under circumstances in which any legend
borne by such Securities relating to restrictions on transferability thereof,
under the 1933 Act or otherwise, is removed or may be sold pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A) under the
1933 Act, (iii) such Securities shall have ceased to be outstanding or (iv) the
Exchange Offer is consummated (except in the case of Securities purchased from
the Company and continued to be held by the Initial Purchasers).

        "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including,
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. ("NASD") registration and filing fees, including, if
applicable, the reasonable fees and expenses of any "qualified independent
underwriter" (and its counsel) that is required to be retained by any holder of
Registrable Securities in accordance with the rules and regulations of the NASD,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws and compliance with the rules of the NASD (including
reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or
Registrable Securities and any filings with the NASD), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the listing,
if any, of any of the Registrable Securities on any securities exchange or
exchanges, (v) all rating agency fees, (vi) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance, (vii) the fees and
expenses of the Trustee, and any escrow agent or custodian, (viii) the
reasonable fees and disbursements of one firm of legal counsel selected by the
Majority Holders to represent the Holders of Registrable Securities and (ix) any
reasonable fees and disbursements of the underwriters customarily required to be
paid by issuers or sellers of


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securities and the fees and expenses of any special experts retained by the
Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

        "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

        "SEC" shall mean the United States Securities and Exchange Commission or
any successor agency or governmental body performing the functions currently
performed by the United States Securities and Exchange Commission.

        "Securities" shall have the meaning set forth in the preamble.

        "Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

        "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

        "TIA" shall mean the Trust Indenture Act of 1939, as amended.

        "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

        2.      REGISTRATION UNDER THE 1933 ACT.

                2.1     EXCHANGE OFFER. The Company shall, for the benefit of
the Holders, at the Company's cost, use its reasonable best efforts (A) to file
with the SEC the Exchange Offer Registration Statement not later than 120
calendar days following the original issuance of the Securities with respect to
a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities, of a like principal amount of Exchange
Securities, (B) to cause the Exchange Offer Registration Statement to be
declared effective under the 1933 Act within 180 calendar days of the original
issuance of the Securities, (C) to keep the Exchange Offer Registration
Statement effective until the closing of the Exchange Offer and (D) unless the
Exchange Offer would not be permitted by applicable law or SEC policy, to cause
the Exchange Offer to be consummated within 210 calendar days following the
original issuance of the Securities. The Exchange Securities will be issued
under the Indenture. Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder eligible and electing to
exchange Registrable Securities for Exchange Securities


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(assuming that such Holder (A) is not an affiliate of the Company within the
meaning of Rule 405 under the 1933 Act, (B) is not a broker-dealer tendering
Registrable Securities acquired directly from the Company or one of its
Affiliates for its own account, (C) acquired the Exchange Securities in the
ordinary course of such Holder's business and (D) has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act and without material restrictions under the securities laws
of a substantial portion of the several states of the United States.

        In connection with the Exchange Offer, the Company will:

        (A)     as promptly as practicable after the Exchange Offer Registration
Statement has been declared effective by the SEC, mail to each Holder a copy of
the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;

        (B)     keep the Exchange Offer open for acceptance for a period of not
less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

        (C)     utilize the services of the Depositary for the Exchange Offer;

        (D)     permit Holders to (i) withdraw tendered Registrable Securities
at any time prior to 5:00 p.m. (Eastern Time) on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Registrable Securities delivered for exchange
and a statement that such Holder is withdrawing such Holder's election to have
such Securities exchanged and (ii) tender Registrable Securities according to
customary guaranteed delivery procedures if such Holder cannot deliver such
Registrable Securities or complete the procedures relating thereto on a timely
basis prior to 5:00 p.m. (Eastern Time) on the last Business Day of the Exchange
Period;

        (E)     notify each Holder that any Registrable Security not tendered
will remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

        (F)     otherwise comply in all material respects with all applicable
laws relating to the Exchange Offer.

        As soon as practicable after the close of the Exchange Offer, the
Company shall:

        (A)     accept for exchange all Registrable Securities duly tendered and
not validly withdrawn pursuant to the Exchange Offer in accordance with the
terms of the Exchange Offer Registration Statement and the letter of transmittal
which shall be an exhibit thereto;

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        (B)     deliver or cause to be delivered all Registrable Securities
accepted for exchange to the Trustee for cancellation; and

        (C)     cause the Trustee promptly to authenticate and deliver Exchange
Securities to each Holder of Registrable Securities so accepted for exchange in
a principal amount equal to the principal amount of the Registrable Securities
of such Holder so accepted for exchange.

        Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the date of original issuance. The Exchange Offer shall not be subject to any
conditions, other than (A) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (B) the valid tendering of Registrable
Securities in accordance with the Exchange Offer, (C) that each Holder of
Registrable Securities exchanged in the Exchange Offer shall have represented
that (i) it is not an affiliate of the Company within the meaning of Rule 405
under the 1933 Act, (ii) it is not a broker-dealer tendering Registrable
Securities acquired directly from the Company or one of its Affiliates for its
own account, (iii) all of the Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and (iv) at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any Person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities, and shall have made such other
representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (D) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer which, in the
Company's judgment, would reasonably be expected to impair the ability of the
Company to proceed with the Exchange Offer. The Company shall use its reasonable
best efforts to inform the Initial Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right, subject to applicable securities laws, to contact such Holders
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

        2.2     SHELF REGISTRATION. In the event that (A) the Company reasonably
determines that changes in law, SEC rules or regulations or applicable
interpretations thereof by the staff of the SEC do not permit the Company to
effect the Exchange Offer as contemplated by Section 2.1 hereof, (B) for any
other reason, the Exchange Offer is not consummated within 210 calendar days
after the original issuance of the Securities or (C) an Initial Purchaser
notifies the Company within 20 Business Days following the consummation of the
Exchange Offer that (i) it is not permitted by applicable law, SEC rules or
regulations or applicable interpretations thereof by the staff of the SEC to
participate in the Exchange Offer, (ii) it may not resell Exchange Securities
with the Prospectus included as part of the Exchange Offer Registration
Statement or (iii) it is a broker-dealer and owns Registrable Securities
acquired directly from the Company or one of the Company's Affiliates, then in
case of each of clauses (A) through (B) the Company shall, at its cost, in lieu
of effecting (or, in the case of clause (C), in addition to effecting) the
registration of the Exchange Securities pursuant to the Exchange Offer
Registration Statement:


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        (A)     as promptly as practicable, file with the SEC, and thereafter
shall use its reasonable best efforts to cause to be declared effective no later
than 210 calendar days after the original issuance of the Securities, a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of
distribution elected by the Majority Holders participating in the Shelf
Registration and set forth in such Shelf Registration Statement;

        (B)     use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming a
part thereof to be usable by Holders for a period of two years from the date of
the original issuance of the Securities, or for such shorter period that will
terminate when all Registrable Securities covered by the Shelf Registration
Statement (i) have been sold pursuant thereto or (ii) are distributed to the
public pursuant to Rule 144 of the Securities Act or are saleable pursuant to
Rule 144(k) under the Securities Act without any limitations under clauses (c),
(e), (f) and (h) of Rule 144 (or any successor rule thereof); PROVIDED, HOWEVER,
that the Company shall not be obligated to keep the Shelf Registration Statement
effective or to permit the use of any Prospectus forming a part of the Shelf
Registration Statement if (i) the Company determines, in its reasonable
judgment, upon advice of counsel that the continued effectiveness and use of the
Shelf Registration Statement would (x) require the disclosure of material
information which the Company has a BONA FIDE business reason for preserving as
confidential or (y) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its
subsidiaries; and PROVIDED, FURTHER, that the failure to keep the Shelf
Registration Statement effective and usable for offers and sales of Registrable
Securities for such reasons shall last no longer than 45 consecutive calendar
days or no more than an aggregate of 90 calendar days during any consecutive
twelve-month period (whereafter a Registration Default, as hereinafter defined,
shall occur) and (ii) the Company promptly thereafter complies with the
requirements of Section 3(K) hereof, if applicable; any such period during which
the Company is excused from keeping the Shelf Registration Statement effective
and usable for offers and sales of Registrable Securities is referred to herein
as a "Suspension Period"; a Suspension Period shall commence on and include the
date that the Company gives notice to the Holders that the Shelf Registration
Statement is no longer effective or the Prospectus included therein is no longer
usable for offers and sales of Registrable Securities as a result of the
application of the proviso of the foregoing sentence and shall end on the
earlier to occur of the date on which each seller of Registrable Securities
covered by the Shelf Registration Statement either receives the copies of the
supplemented or amended Prospectus contemplated by Section 3(K) hereof or is
advised in writing by the Company that use of the Prospectus may be resumed; and

        (C)     use its reasonable best efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming a
part thereof and any supplement thereto complies in all material respects with
the 1933 Act and the rules and regulations thereunder, (ii) any Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) subject to Section 2.2(B) above, any Prospectus
forming a part of any Shelf Registration

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Statement, and any supplement to such Prospectus (as amended or supplemented
from time to time), does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements, in
light of the circumstances under which they were made, not misleading.

        The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(B) below, and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

        2.3     EXPENSES. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2 hereof. Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.

        2.4     EFFECTIVENESS.

        (A)     The Company will be deemed not to have used its reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company voluntarily takes any action (other
than any action specifically permitted by Section 2.2(B) hereof) that would, or
omits to take any action which omission would, result in any such Registration
Statement not being declared effective or in the Holders of Registrable
Securities covered thereby not being able to exchange or offer and sell such
Registrable Securities during that period as and to the extent contemplated
hereby, unless such action is required by applicable law.

        (B)     An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; PROVIDED, HOWEVER, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

        2.5     INTEREST. In the event that (A) the Exchange Offer Registration
Statement is not filed with the SEC on or prior to the 120th calendar day
following the date of original issuance of the Securities, (B) the Exchange
Offer Registration Statement is not declared effective on or prior to the 180th
calendar day following the date of original issuance of the Securities, (C) the
Exchange Offer is not consummated or a Shelf Registration Statement is not
declared effective, in either case, on or prior to the 210th calendar day
following the date of original issuance of the Securities or (D) the Exchange
Offer Registration Statement or the Shelf Registration Statement is filed and
declared effective but shall thereafter either be withdrawn by the Company,
except as specifically permitted by Section 2.2(B) hereof, or becomes subject to


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an effective stop order suspending the effectiveness of such registration
statement, in each case, without being succeeded within 30 calendar days by an
amendment thereto or an additional registration statement filed and declared
effective (each such event referred to in clauses (A) through (D) above, a
"Registration Default"), the interest rate borne by the Registrable Securities
shall be increased ("Additional Interest") by one-fourth of one percent (0.25%)
per annum upon the occurrence of each Registration Default, which rate will
increase by an additional one-fourth of one percent (0.25%) per annum if such
Registration Default has not been cured within 90 calendar days after occurrence
thereof and continuing until all Registration Defaults have been cured, PROVIDED
that the aggregate amount of any such increase in the interest rate on the
Registrable Securities shall in no event exceed one percent (1.0%) per annum;
and PROVIDED, FURTHER, that if the Exchange Offer Registration Statement is not
declared effective on or prior to the 180th calendar day following the original
issuance of the Securities and the Company shall request Holders of Securities
to provide information for inclusion in the Shelf Registration Statement, then
Registrable Securities owned by Holders who do not deliver such information to
the Company or who do not provide comments on the Shelf Registration Statement
when requested by the Company will not be entitled to any such increase in the
interest rate for any calendar day after the 210th calendar day following the
date of original issuance of the Securities. All accrued Additional Interest
shall be paid to Holders of Registrable Securities in the same manner and at the
same time as regular payments of interest on the Registrable Securities.
Following the cure of all Registration Defaults, the accrual of Additional
Interest will cease and the interest rate on the Registrable Securities will
revert to the original rate.

        3.      REGISTRATION PROCEDURES. In connection with the obligations of
the Company with respect to Registration Statements pursuant to Sections 2.1 and
2.2 hereof, the Company shall:

        (A)     prepare and file with the SEC a Registration Statement, within
the relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form shall (i) be selected by the Company, (ii) in the case
of a Shelf Registration, be available for the sale of the Registrable Securities
by the selling Holders thereof and (iii) comply as to form in all material
respects with the requirements of the applicable form and include or incorporate
by reference all financial statements required by the SEC to be filed therewith
or incorporated by reference therein, and use its reasonable best efforts to
cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

        (B)     prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof
(including sales by any Participating Broker-Dealer);

        (C)     in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five Business Days prior to filing, that a
Shelf Registration Statement with


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respect to the Registrable Securities is being filed and advising such Holders
that the distribution of Registrable Securities will be made in accordance with
the method selected by the Majority Holders participating in the Shelf
Registration, (ii) furnish to each Holder of Registrable Securities and to each
underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto, and such other documents as
such Holder or underwriter may reasonably request, including financial
statements and schedules and, if the Holder so requests, all exhibits in order
to facilitate the public sale or other disposition of the Registrable Securities
and (iii) hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto, save and except during
any Suspension Period;

        (D)     use its reasonable best efforts to register or qualify the
Registrable Securities under such state securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such Holder
and underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(D) or (ii) take any action which would subject it
to general service of process or taxation in any such jurisdiction where it is
not then so subject;

        (E)     notify promptly each Holder of Registrable Securities under a
Shelf Registration or any Participating Broker-Dealer who has notified the
Company that it is utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(F) hereof and, if requested by
such Holder or Participating Broker-Dealer, confirm such advice in writing
promptly (i) when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of any
request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation
of any proceedings for that purpose, (iv) in the case of a Shelf Registration,
if, between the effective date of the Shelf Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects,
(v) of the happening of any event or the discovery of any facts during the
period the Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities or the
Exchange Securities, as the case may be, for sale in any


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jurisdiction or The initiation or threatening of any proceeding for such purpose
and (vii) of any determination by the Company that a post-effective amendment to
a Registration Statement would be appropriate;

        (F)     (1) in the case of the Exchange Offer Registration Statement (a)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," which section shall be reasonably acceptable to BofA on behalf of
the Participating Broker-Dealers, and which shall contain a summary statement of
the positions taken or policies made by the staff of the SEC with respect to the
potential "underwriter" status of any broker-dealer that holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, including a statement that any such
broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities, (b) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to in Section
3(E), without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (c) hereby consent to the use of the Prospectus forming part
of the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto for up to 180 calendar days following the Exchange Offer,
save and except during any Suspension Period invoked with respect to such
Prospectus and (d) include in the transmittal letter or similar documentation to
be executed by an exchange offeree in order to participate in the Exchange Offer
(i) the following provision: "If the exchange offeree is a broker-dealer holding
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of Exchange
Securities received in respect of such Registrable Securities pursuant to the
Exchange Offer," and (ii) a statement to the effect that by a broker-dealer
making the acknowledgment described in clause (i) and by delivering a Prospectus
in connection with the exchange of Registrable Securities, the broker-dealer
will not be deemed to admit that it is an underwriter within the meaning of the
1933 Act; and

                (2) in the case of any Exchange Offer Registration Statement,
the Company agrees to deliver to any Participating Broker-Dealers upon the
effectiveness of the Exchange Offer Registration Statement (a) an opinion of
counsel or opinions of counsel substantially in the form attached hereto as
Exhibit A, (b) officers' certificates substantially in the form customarily
delivered by the Company in its public offerings of debt securities and (c) a
comfort letter or comfort letters in customary form to the extent permitted by
Statement on Auditing Standards No. 72 of the American Institute of Certified
Public Accountants (or if such a comfort letter is not permitted, an agreed upon
procedures letter in customary form) from the Company's independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the


                                       11
<PAGE>   12
Company for which financial statements are, or are required to be, included in
the Registration Statement) at least as broad in scope and coverage as the
comfort letter or comfort letters delivered to the Initial Purchasers in
connection with the initial sale of the Securities to the Initial Purchasers;

        (G)     (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel
for the Holders of Registrable Securities, copies of any comment letters
received from the SEC or any other request by the SEC or any state securities
authority for amendments or supplements to a Registration Statement and
Prospectus or for additional information;

        (H)     make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement as soon as
practicable and provide prompt notice to legal counsel for the Holders of the
withdrawal of any such order;

        (I)     in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested);

        (J)     in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold to the
extent not held with the Depositary through Cede & Co., to remove any
restrictive legends, and enable such Registrable Securities to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders or the underwriters, if any, may reasonably
request at least three Business Days prior to the closing of any sale of
Registrable Securities;

        (K)     in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections 3(E)(ii),
(iii), (v), (vi) and (vii) hereof and subject to the provisions of the paragraph
immediately following Section 3(T) hereof, as promptly as practicable after the
occurrence of such an event, use its reasonable best efforts to prepare a
supplement or post-effective amendment to the Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities or Participating Broker-Dealers, such Prospectus will
not contain at the time of such delivery any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or will
remain so qualified. At such time as such public disclosure is otherwise made or
the Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;


                                       12
<PAGE>   13
        (L)     obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with certificates for the
Exchange Securities or the Registrable Securities, as the case may be, in a form
eligible for deposit with the Depositary;

        (M)     unless the Indenture, as its relates to the Exchange Securities
or the Registrable Securities, as the case may be, has already been so
qualified, use its best efforts to (i) cause the Indenture to be qualified under
the TIA in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, (ii) cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and (iii)
execute, and use its best efforts to cause the Trustee to execute, all documents
as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;

        (N)     in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration:

                (i)     make such representations and warranties to the Holders
of such Registrable Securities and the underwriters, if any, in form, substance
and scope as has been customarily made by the Company to underwriters in similar
offerings of debt securities of the Company;

                (ii)    obtain opinions of counsel of the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the Holders of
a majority in principal amount of the Registrable Securities being sold)
addressed to each selling Holder and the underwriters, if any, covering the
matters customarily covered in opinions requested in sales of securities or
underwritten offerings of the Company;

                (iii)   obtain "cold comfort" letters and updates thereof from
the Company's independent certified public accountants (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements are,
or are required to be, included in the Registration Statement) addressed to the
underwriters, if any, and use reasonable efforts to have such letter addressed
to the selling Holders of Registrable Securities (to the extent consistent with
Statement on Auditing Standards No. 72 of the American Institute of Certified
Public Accounts), such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters to underwriters in
connection with similar underwritten offerings of the Company;

                (iv)    if an underwriting agreement is entered into, cause the
same to set forth indemnification provisions and procedures substantially
equivalent to the indemnification

                                       13
<PAGE>   14
provisions and procedures set forth in Section 4 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to said Section;
and

                (v)     deliver such documents and certificates as may be
reasonably requested and as are customarily delivered in similar offerings to
the Holders of a majority in principal amount of the Registrable Securities
being sold and the managing underwriters, if any; the above shall be done at (i)
the effectiveness of such Registration Statement (and each post-effective
amendment thereto) and (ii) each closing under any underwriting or similar
agreement as and to the extent required thereunder;

        (O)     in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders
of the Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and
any counsel or accountant retained by any of the foregoing, all financial and
other records, pertinent corporate documents and properties of the Company
reasonably requested by any such persons, and cause the respective officers,
directors, employees and any other agents of the Company to supply all
information reasonably requested by any such representative, underwriter,
special counsel or accountant in connection with a Registration Statement, and
make such representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers; PROVIDED,
HOWEVER, that such persons shall first agree in writing with the Company that
any information that is reasonably and in good faith designated by the Company
in writing as confidential at the time of delivery of such information shall be
kept confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of the Shelf Registration
Statement or the use of any Prospectus), (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard such information by such persons or (iv) such information
becomes available to such persons from a source other than the Company and its
subsidiaries and such source is not known by such persons to be bound by a
confidentiality agreement; and PROVIDED, FURTHER, that the foregoing inspection
and information gathering shall be coordinated by (x) the managing underwriter
in connection with any underwritten offering pursuant to a Shelf Registration,
(y) the Holder designated by the Majority Holders in connection with any
nonunderwritten offering pursuant to a Shelf Registration or (z) the
Participating Broker-Dealer holding the largest amount of Registrable Securities
in the case of use of a Prospectus included in the Exchange Offer Registration
Statement, together with one counsel designated by and on behalf of such
persons;

        (P)     (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to counsel to the
Holders of Registrable Securities and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or counsel to the Holders
of Registrable Securities may reasonably request and, except as otherwise
required by applicable law, not file


                                       14
<PAGE>   15
any such document in a form to which the Initial Purchasers on behalf of the
Holders of Registrable Securities and counsel to the Holders of Registrable
Securities shall not have previously been advised and furnished a copy of or to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
or counsel to the Holders of Registrable Securities shall reasonably object
(which objection shall be made within a reasonable period of time), and make the
representatives of the Company available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers; and (ii) in the case of
a Shelf Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Holders of Registrable Securities, to the Initial
Purchasers, to counsel for the Holders and to the underwriter or underwriters of
an underwritten offering of Registrable Securities, if any, make such changes in
any such document prior to the filing thereof as the Initial Purchasers, the
counsel to the Holders or the underwriter or underwriters reasonably request and
not file any such document in a form to which the Majority Holders, the Initial
Purchasers on behalf of the Holders of Registrable Securities, counsel for the
Holders of Registrable Securities or any underwriter shall not have previously
been advised and furnished a copy of or to which the Majority Holders, the
Initial Purchasers on behalf of the Holders of Registrable Securities, counsel
to the Holders of Registrable Securities or any underwriter shall reasonably
object (which objection shall be made within a reasonable period of time), and
make the representatives of the Company available for discussion of such
document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders, counsel for the
Holders of Registrable Securities or any underwriter;

        (Q)     in the case of a Shelf Registration, use its reasonable best
efforts to cause the Registrable Securities to be rated by the appropriate
rating agencies, if so requested by the Majority Holders, or if requested by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, unless the Exchange Securities or the Registrable
Securities, as the case may be, are already so rated or unless the Company has
obtained such ratings for its long-term debt securities generally;

        (R)     otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

        (S)     cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

        (T)     upon consummation of an Exchange Offer, obtain a customary
opinion of counsel to the Company addressed to the Trustee for the benefit of
all Holders of Registrable Securities participating in the Exchange Offer, and
which includes an opinion substantially to the effect that (i) the Company has
duly authorized, executed and delivered the Exchange Securities and the related
supplemental indenture and (ii) each of the Exchange Securities and related
indenture


                                       15
<PAGE>   16
constitute a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its respective terms (with customary
exceptions).

        In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

        In the case of a Shelf Registration Statement, each Holder agrees, and
in the case of the Exchange Offer Registration Statement, each Participating
Broker-Dealer agrees, that, upon receipt of any notice from the Company of (a)
the happening of any event or the discovery of any facts, each of the kind
described in Sections 3(E)(ii), (iii), (iv) or (v) hereof or (b) the Company's
determination, in its reasonable judgment, upon advice of counsel, that the
continued effectiveness and use of the Shelf Registration Statement or the
Prospectus included in the Shelf Registration Statement or the Exchange Offer
Registration Statement would (x) require the disclosure of material information,
which the Company has a BONA FIDE business reason for preserving as
confidential, or (y) interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its
subsidiaries, such Holder or Participating Broker-Dealer, as the case may be,
will forthwith discontinue disposition of Registrable Securities pursuant to
such Registration Statement or Prospectus until the receipt by such Holder or
Participating Broker-Dealer, as the case may be, of either copies of the
supplemented or amended Prospectus contemplated by Section 3(K) hereof, and, if
so directed by the Company, such Holder or Participating Broker-Dealers will
deliver to the Company (at its expense) all copies in its possession of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice, or notice in writing from the Company that such Holder or
Participating Broker-Dealers may resume disposition of Registrable Securities
pursuant to such Registration Statement or Prospectus. If the Company shall give
any such notice described in clause (a) above to suspend the disposition of
Registrable Securities pursuant to a Registration Statement as a result of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 3(E)(ii), (iii), (iv) and (v) hereof, the Company shall be deemed to
have used its reasonable best efforts to keep such Registration Statement
effective during such Suspension Period provided that the Company shall use its
reasonable best efforts to file and have declared effective (if an amendment) as
soon as practicable an amendment or supplement to such Registration Statement.
The Company shall extend the period during which such Registration Statement
shall be maintained effective or the Prospectus used pursuant to this Agreement
by the number of calendar days during the period from and including the date of
the giving of the notice described in clauses (a) and (b) above to and including
the date when the Holders or Participating Broker-Dealers shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions or notification that they may resume such disposition under an
existing Prospectus.

        If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that


                                       16
<PAGE>   17
will manage such offering will be selected by the Majority Holders of such
Registrable Securities included in such offering and shall be acceptable to the
Company. No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

        4.      INDEMNIFICATION; CONTRIBUTION.

        (A)     In the event of a Shelf Registration Statement or in connection
with any prospectus delivery pursuant to an Exchange Offer Registration
Statement by an Initial Purchaser or Participating Broker-Dealer, the Company
agrees to indemnify and hold harmless the Initial Purchasers, each Holder, each
Participating Broker-Dealer, each Person who participates as an underwriter (any
such Person being an "Underwriter") and each Person, if any, who controls any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
(collectively, the "Section 4 Persons"), against any losses, claims, damages,
liabilities or expenses (including the reasonable cost of investigating and
defending against any claims therefore and counsel fees incurred in connection
therewith), joint or several, which may be based upon either the 1933 Act, or
the 1934 Act, or any other statute or at common law, on the ground or alleged
ground that any Registration Statement (or any amendment or supplement thereto)
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act or any Prospectus included therein (or any amendment or
supplement thereto) included or allegedly included an untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with, written
information furnished to the Company by any such Section 4 Person specifically
for use in the preparation thereof; PROVIDED that in no case is the Company to
be liable with respect to any claims made against any Section 4 Person unless
such Section 4 Person shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such Section
4 Person, but failure to notify the Company of any such claim shall not relieve
it from any liability which it may have to such Section 4 Person otherwise than
on account of the indemnity agreement contained in this paragraph; and PROVIDED,
FURTHER, that the foregoing indemnity with respect to any Prospectus, including
any preliminary prospectus or preliminary prospectus supplement, shall not inure
to the benefit of any Section 4 Person if a copy of the Prospectus (as amended
or supplemented) at the time of sale had not been sent or given by or on behalf
of such Section 4 Person to the Person asserting any such losses, claims,
damages or liabilities concurrently with or prior to delivery of the written
confirmation of the sale of Exchange Securities or Registrable Securities, as
the case may be, to such Person and the untrue statement or omission of a
material fact contained in any such Prospectus was corrected in the Prospectus
(as amended or supplemented).

        The Company will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if the Company elects to assume the defense,
such defense shall be conducted by counsel chosen by it.


                                       17
<PAGE>   18
In the event that the Company elects to assume the defense of any such suit and
retains such counsel, each Section 4 Person may retain additional counsel but
shall bear the fees and expenses of such counsel unless (i) the Company shall
have specifically authorized the retaining of such counsel or (ii) the parties
to such suit have been advised by such counsel that one or more legal defenses
may be available to it or them which may not be available to the Company, in
which case the Company shall not be entitled to assume the defense of such suit
on behalf of such Section 4 Person, notwithstanding their obligation to bear the
reasonable fees and expenses of such counsel, it being understood, however, that
the Company shall not, in connection with any one such suit or proceeding or
separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all such Section 4 Persons, which firm shall be
designated in writing by BofA. The Company shall not be liable to indemnify any
Person for any settlement of any such claim effected without the Company's
consent. This indemnity agreement will be in addition to any liability, which
the Company might otherwise have.

        (B)     Each Section 4 Person agrees to indemnify and hold harmless the
Company, each of the Company's directors, each of the Company's officers who
have signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act, against any losses,
claims, damages, liabilities or expenses (including the reasonable cost of
investigating and defending against any claims therefor and counsel fees
incurred in connection therewith), joint or several, which may be based upon the
1933 Act, or any other statute or at common law, on the ground or alleged ground
that any Registration Statement (or any amendment or supplement thereto)
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act or any Prospectus included therein (or any amendment or
supplement thereto) included or allegedly included 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 not misleading, but only
insofar as any such statement or omission was made in reliance upon, and in
conformity with, written information furnished to the Company by such Section 4
Person specifically for use in the preparation thereof; PROVIDED that in no case
is such Section 4 Person to be liable with respect to any claims made against
the Company or any such director, officer or controlling person unless the
Company or any such director, officer or controlling person shall have notified
such Section 4 Person in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon the Company or any such director, officer or controlling
person, but failure to notify such Section 4 Person of any such claim shall not
relieve it from any liability which it may have to the Company or any such
director, officer or controlling person otherwise than on account of the
indemnity agreement contained in this paragraph.

        Such Section 4 Person will be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any such liability, but, if such Section 4 Person elects to assume
the defense, such defense shall be conducted by counsel chosen by it. In the
event that such Section 4 Person elects to assume the defense of any such suit
and retain such counsel, the Company or such director, officer or controlling
person, defendant or defendants in the suit, may retain additional counsel but
shall bear the fees and expenses of


                                       18
<PAGE>   19
such counsel unless (i) such Section 4 Person shall have specifically authorized
the retaining of such counsel or (ii) the parties to such suit include the
Company or any such director, officer or controlling person and such Section 4
Person and the Company or such director, officer, trustee or controlling person
have been advised by such counsel that one or more legal defenses may be
available to it or them which may not be available to such Section 4 Person, in
which case such Section 4 Person shall not be entitled to assume the defense of
such suit on behalf of the Company or such director, officer or controlling
person, notwithstanding its obligation to bear the reasonable fees and expenses
of such counsel, it being understood, however, that such Section 4 Person shall
not, in connection with any one such suit or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for all of the Company and any such director, officer or controlling
person, which firm shall be designated in writing by the Company. Such Section 4
Person shall not be liable to indemnify any person for any settlement of any
such claim effected without such Section 4 Person's consent. This indemnity
agreement will be in addition to any liability which such Section 4 Person might
otherwise have.

        (C)     If recovery is not available under Section 4(A) or 4(B) hereof,
for any reason other than as specified therein, the Persons entitled to
indemnification by the terms thereof shall be entitled to contribution for
liabilities and expenses, except to the extent that contribution is not
permitted under Section 1l(f) of the 1933 Act. In determining the amount of
contribution to which the respective Persons are entitled, there shall be
considered (i) the benefits received by the Company, on the one hand, from the
offering of the Securities and such Section 4 Person, on the other hand, from
the sale of its Securities, Exchange Securities or Registrable Securities, as
the case may be, (ii) the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, (iii) the
opportunity to correct and prevent any statement or omission and (iv) any other
equitable considerations appropriate under the circumstances. The Company and
the Section 4 Persons agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the
Section 4 Persons were treated as one entity for such purpose). No Section 4
Person shall be obligated to make such contribution hereunder which in the
aggregate exceeds the total public offering price of its Exchange Securities
and/or Registrable Securities registered under the Registration Statement, less
the aggregate amount of any damages which such Section 4 Person has otherwise
been required to pay in respect of the same claim or any substantially similar
claim. Any Section 4 Person's obligations to contribute under this Section 4 are
several in proportion to the aggregate principal amount of such Section 4
Person's Registrable or Exchange Securities, as the case may be, that were
registered pursuant to such Registration Statement, and not joint.

        5.      MISCELLANEOUS.

                5.1     RULE 144 AND RULE 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any


                                       19
<PAGE>   20
Holder of Registrable Securities (A) make publicly available such information as
is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (B)
deliver such information to a prospective purchaser as is necessary to permit
sales pursuant to Rule 144A under the 1933 Act and (C) take such further action
that is reasonable in the circumstances, in each case, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time or (iii) any similar rules or regulations hereafter adopted by
the SEC. Upon the request of any Holder of Registrable Securities, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

                5.2     NO INCONSISTENT AGREEMENTS. The Company has not entered
into and the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's other issued and outstanding securities under
any such agreements.

                5.3     AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.

                5.4     NOTICES. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

                5.5     SUCCESSOR AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including,


                                       20
<PAGE>   21
without limitation and without the need for an express assignment, subsequent
Holders; PROVIDED that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement or the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such person shall be entitled to receive the benefits
hereof.

                5.6     THIRD PARTY BENEFICIARIES. The Initial Purchasers (even
if the Initial Purchasers are not Holders of Registrable Securities) shall be
third party beneficiaries to the agreements made hereunder between the Company,
on the one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

                5.7     SPECIFIC PERFORMANCE. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2.1 through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.4 hereof.

                5.8     RESTRICTION ON RESALES. Until the expiration of two
years after the original issuance of the Securities, the Company will not, and
will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the
1933 Act) not to, resell any Securities which are "restricted securities" (as
such term is defined under Rule 144(a)(3) under the 1933 Act) that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.

                5.9     COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                5.10    HEADINGS. The headings in this Agreement are for the
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


                                       21
<PAGE>   22
                5.11    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

                5.12    SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.




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                                       22
<PAGE>   23
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                            SHURGARD STORAGE CENTERS, INC.



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


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



CONFIRMED AND ACCEPTED
AS OF THE DATE FIRST ABOVE WRITTEN:

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

BY:  BANC OF AMERICA SECURITIES LLC


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


<PAGE>   24
                                    EXHIBIT A

                           FORM OF OPINION OF COUNSEL

        The Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended.

        The Registration Statement has become effective under the 1933 Act, and,
to the best of our knowledge, no stop order suspending the effectiveness of the
Registration Statement or any part thereof has been issued and no proceedings
for that purpose have been instituted and are pending or are threatened by the
SEC under the 1933 Act.

        The Exchange Offer Registration Statement and the Prospectus (except for
(A) the operating statistics, financial statements, pro forma financial
statements and financial statement schedules contained or incorporated by
reference therein (including the auditors' reports on the financial statements
and the notes to the financial statements), (B) the other financial and
statistical information contained or incorporated by reference therein and (C)
the exhibits thereto, as to which we have not been asked to comment) comply as
to form in all material respects with the applicable requirements of the 1933
Act and the applicable rules and regulations promulgated under the 1933 Act.

        We have participated in conferences with certain officers and other
representatives of the Company, representatives of the independent public
accountants of the Company, representatives of the [Initial Purchasers]
[Holders] and counsel for the [Initial Purchasers] [Holders], at which the
contents of the Registration Statement and the Prospectus and related matters
were discussed. Although we have not undertaken to determine independently, and
do not assume any responsibility for, the accuracy, completeness or fairness of
the statements contained in or incorporated by reference in the Registration
Statement or the Prospectus, we advise you that, on the basis of the foregoing
(relying as to materiality to a large extent upon statements and other
representations of officers and other representatives of the Company), no facts
have come to our attention that lead us to believe that the Registration
Statement and any amendment made thereto prior to the date hereof (except for
(A) the operating statistics, financial statements, pro forma financial
statements and financial statement schedules contained or incorporated by
reference therein (including the auditors' reports on the financial statements
and the notes to the financial statements, except to the extent that such notes
describe legal or governmental proceedings to which the Company is a party and
are incorporated by reference into one or more items of a report that is
incorporated by reference in the Registration Statement or the Prospectus, other
than an item that requires that financial statements be provided), (B) the other
financial and statistical information contained or incorporated by reference
therein and (C) the exhibits thereto, as to which we have not been asked to
comment), as of the time the Registration Statement became effective or such
amendment was filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, and any
amendment or supplement

<PAGE>   25
thereto made prior to the date hereof (except for (A) the operating statistics,
financial statements, pro forma financial statements and financial statement
schedules contained or incorporated by reference therein (including the
auditors' reports on the financial statements and the notes to the financial
statements, except to the extent that such notes describe legal or governmental
proceedings to which the Company is a party and are incorporated by reference
into one or more items of a report that is incorporated by reference in the
Registration Statement or the Prospectus, other than an item that requires that
financial statements be provided), (B) the other financial and statistical
information contained or incorporated by reference therein and (C) the exhibits
thereto, as to which we have not been asked to comment), as of the date of the
Prospectus or such amendment or supplement contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


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