SHURGARD STORAGE CENTERS INC. and SHURGARD SELF STORAGE SCA AMENDMENT No 2
Exhibit 10.34
Execution copy
Dated 3 December 2003
SHURGARD STORAGE CENTERS INC.
and
SHURGARD SELF STORAGE SCA
AMENDMENT No 2
TO THE SUBSCRIPTION AGREEMENT DATED MAY 27, 2002 WITH
RESPECT TO SECURITIES TO BE ISSUED BY SHURGARD SELF
STORAGE SCA
Linklaters De Bandt
Rue Brederode 13
B - 1000 Brussels
Telephone (32-2) 501 94 11
Facsimile (32-2) 501 94 94
AMENDMENT No 2 TO THE SUBSCRIPTION AGREEMENT
| BETWEEN: | (1) | Shurgard Storage Centers Inc., a company organized and existing under the laws of Washington, having its registered office at Valley Street 1155, Suite 400, 98109 Seattle WA, USA, | ||
| represented for the purposes of this Agreement by Harrell L. Beck, | ||||
| hereinafter referred to as the “Subscriber”; | ||||
| AND: | (2) | Shurgard Self Storage SCA, a company organized and existing under the laws of Belgium, having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels, Belgium, | ||
| represented for the purposes of this Agreement by SSC Benelux Inc. | ||||
| represented by Dave Grant, | ||||
| hereinafter referred to as the “Issuer”; | ||||
| The Subscriber and the Issuer are hereafter together also referred to as the “Parties” and individually as a “Party”. | ||||
WHEREAS
| (A) | On May 27, 2002 the Parties entered into a subscription agreement with respect to securities to be issued by Shurgard Self Storage SCA, as amended by an “Amendment 1” of May 26, 2003 (hereafter the “Subscription Agreement”). |
| (B) | The Parties wish to modify and amend the (amended) Subscription Agreement by entering into the present amendment agreement (the “Amendment”). |
NOW, THEREFORE, the parties have agreed as follows:
| 1 | Modification of the amounts of the Final Commitment |
The Parties agree to reduce the maximum amounts of the Final Commitment, as defined in Clause 2.2 of the Subscription Agreement (i.e., USD 62,000,000) by USD 7,000,000 to USD 55,000,000.
| 2 | Modification of the definition of Bonds in the Terms and Conditions |
The Parties agree to replace Clause 11 of Annex 1 (Terms and Conditions) to the Subscription Agreement by the following text:
“If the Issuer issues at least 40,000 Bonds (not including Additional Bonds) within 12 months of the date of the Subscription Agreement, the Issuer has the option of increasing the principal amount of the aggregate Bonds up to an amount of maximum USD 55,000,000 through the issuance of up to an additional 5,000 Bonds.”
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| 3 | Miscellaneous |
| 3.1 | Definitions |
Except if explicitly provided otherwise in this Amendment, the defined terms used in this Amendment shall have the same meaning as in the Subscription Agreement.
| 3.2 | No other modifications |
Except as set forth above in this Amendment, the terms, conditions and agreements set forth in the Subscription Agreement and its Annexes shall continue to be in full force and effect.
| 3.3 | Applicable Law and Choice of Forum |
This Amendment shall be governed by Belgian law.
Any dispute arising out of or in connection with this Amendment shall be finally settled by arbitration under the Rules of Conciliation and Arbitration of the “Centre Belge pour l’Etude et la Pratique de l’arbitrage national et International” (“CEPANI”), as in force on the Date of this agreement, by three arbitrators appointed in accordance with said rules.
The place of arbitration shall be Brussels, Belgium, or such other place as the Parties may agree upon. The language of the arbitration shall be English.
The arbitrators’ award shall be final and binding upon the Parties, and the Parties shall carry out its terms properly.
Done in Brussels, on 3 December 2003, in two originals. Each party acknowledges receipt of its own original
| Shurged Storage Centers Inc.: | Shurged Self Storage SCA: | |||
| /s/ Harrell L. Beck | /s/ Dave Grant | |||
| Name: Harrell L. Beck | Name: | SSC Benelux Inc., | ||
| Title: | Title: | Executive General Manager | ||
| represented by, | ||||
| Name: | Dave Grant | |||
| Title: | Permanent representative | |||
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