Exhibit 10.40
Addendum III to the Joint Venture
Agreement
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
(registration number 0587.679),
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Represented for the purposes of this
Agreement by (i) SSC Benelux Inc., represented by David K. Grant,
or (ii) European Self Storage SA, represented by Patrick
Metdepenninghen,
Hereinafter referred to as
“Shurgard” ;
And:
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(2)
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Crescent
Euro Self Storage Investments SARL , a company organised and existing under the
laws of Luxembourg, having its registered office at 291 Route
d’Arion, L-1150 Luxembourg and which will be registered with
the Commercial Register of Luxembourg, under number
B-93753,
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Represented for the purposes of this
Agreement by Asim Zafar, Muhannad M. Abulhasan, Olivier Dorier
and/or Henry Thompson,
Hereinafter referred to as
“Luxco” .
Individually referred to as a
“Party” , or collectively as the
“Parties” .
Whereas:
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(A)
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At the date of
signature hereof, an amount of EUR 10 million of the Tranche 1
Equity Commitment of Luxco, as set out in Clause 4.2.3 of the Joint
Venture Agreement dated December 20, 2002 (the “Joint Venture
Agreement”) between Shurgard and Luxco, must still be paid by
Luxco
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(B)
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Although this
was not provided for in the Joint Venture Agreement, the Parties
agree that this amount may be paid by Luxco from the funds
deposited in the EUR 20,000,000 Escrow Account opened by the
Parties at Société Générale, France,
pursuant to an agreement dated July 2, 2003 (the “Escrow
Account Agreement”)
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NOW, THEREFORE, the Parties hereto agree as
follows:
Unless otherwise defined herein, any
word in this Addendum starting with a capital letter is a defined
term and should have the same m
