Exhibit 10.45
Dated 20 September, 2004
Shurgard Self Storage SCA
and
First Shurgard SPRL
AMENDMENT AGREEMENT
Regarding the
DEVELOPMENT AGREEMENT
And the
PROPERTY AND ASSET MANAGEMENT
AGREEMENT
With respect to
First Shurgard SPRL
Linklaters De Bandt
Rue Brederode 13
B – 1000 Brussels
Telephone (32-2) 501 94 11
Facsimile (32-2) 501 94 94
AMENDMENT AGREEMENT
REGARDING
THE DEVELOPMENT AGREEMENT
AND
THE PROPERTY AND ASSET MANAGEMENT
AGREEMENT
PARTIES
This amendment agreement regarding the
Development Agreement and the Property and Asset Management
Agreement (this “Agreement”) is made and entered into
as of
, 2004, by and between:
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(1)
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Shurgard
Self Storage SCA , a
company organised and existing under the laws of Belgium, having
its registered office at Quai du Commerce/Handelskaai 48, 1000
Brussels, registered with the Register of Legal Entities
(Crossroads Bank of Enterprises) under enterprise number
0454.057.394,
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represented for the purpose of this
Agreement by SSC Benelux Inc., executive general manager,
represented by its permanent representative David Grant,
hereinafter referred to as
“Shurgard” , and
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(2)
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First Shurgard
SPRL, a company organised and existing under the laws of Belgium,
having its registered office at Quai du Commerce/Handelskaai 48,
1000 Brussels, registered with the Register of Legal Entities
(Crossroads Bank of Enterprises) under enterprise number
0479.505.939.
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represented for the purpose of this
Agreement by Steven De Tollenaere, “ad hoc”
representative,
hereinafter referred to as
“First Shurgard” ;
individually referred to as a
“Party” , or collectively as the
“Parties .
RECITALS
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(A)
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On 26 May 2003,
Shurgard and First Shurgard have entered into a development
agreement (the “Development Agreement” ) and a
property and asset management agreement (the “Property and
Asset Management Agreement” ) regarding First
Shurgard.
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(B)
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Parties would
like to make amendments to the Development Agreement and the
Property and Asset Management Agreement.
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AGREEMENT
NOW, THEREFORE, the Parties hereto agree as
follows:
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1.
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Amendments
to the Development Agreement
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1.1.
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Clause
5.1.2(ii) – German SPV Shares
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The Parties agree that the following
wording is added to Clause 5.1.2(ii)
“[… free from all or any
encumbrances], except with respect to Special Purpose Vehicles
under German law, of which 5.2% of the shares will be held by
Shurgard or an Affiliated Company of Shurgard”.
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1.2.
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Clause 9.1.2
– Development Fee
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The Parties agree that Clause 9.1.2
will be amended as follows: for ease of reference, the former text
of the Development Agreement is repeated indicating the
modifications in mark-up:
“A development fee of 7% on
the Direct Development Costs, excluding the annual interest carry,
shall be paid by the Company to Shurgard, monthly in
arrears , pari passu with the work’s progress
and concurrent with the payment of the direct costs, covering
development management services, including site selection,
permitting, and construction management (“Development
Fee”), it being understood that […]”.
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1.3
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Clause 9.3
– Payment of Fees; Reimbursements
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1.3.1
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The Parties
agree that Clause 9.3.2 will be amended as follows: for ease of
reference, the former text of the Development Agreement is repeated
indicating the modifications in mark-up:
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“The Development Fee shall be
paid by the Company, monthly in arrears , pari
passu with the work’s progress and concurrent with the
payment of the direct costs”.
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1.3.2
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The Parties
agree that Clause 9.3.4 will be amended as follows; for ease of
reference, the former text of the Development Agreement is repeated
indicating the modifications in mark-up:
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“Pool Account Reimbursement
for each quarter month during the term of this
Agreement shall be paid by the Company, monthly in
arrears, pari passu with the work’s
progres
