Securities Purchase Agreement dated June 11, 2003



 Exhibit 10.28 
  
 11 June 2003 
  

  
 SECURITIES PURCHASE AGREEMENT 

 

  
 SSC BENELUX INC. 
  
 as Buyer 
  
 AIG Self
Storage GP, LLC 
  
 and 
  
 AIG Self Storage LP, LLC 
  
 and 
  
 AIRE Investments, Sàrl 
  

as Sellers 







 CONTENTS 
  

					
	 CLAUSE

	  	PAGE


			
	 1.
	  	 Interpretation
	  	3
			
	 2.
	  	 Sale And Purchase
	  	5
			
	 3.
	  	 Purchase Price And Payment
	  	6
			
	 4.
	  	 Conditions Precedent
	  	7
			
	 5.
	  	 Closing
	  	8
			
	 6.
	  	 Representations And Warranties Of The Buyer - Indemnification - Limitations
	  	9
			
	 7.
	  	 Representations And Warranties Of The Sellers - Indemnification - Limitations
	  	10
			
	 8.
	  	 Claims
	  	11
			
	 9.
	  	 Assumption Of Liabilities
	  	12
			
	 10.
	  	 Covenants
	  	12
			
	 11.
	  	 Miscellaneous Provisions
	  	13
			
	 12.
	  	 Governing Law And Jurisdiction
	  	14
		
	 Schedule 1 - WAIVER LETTERS
	  	 

  

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 SECURITIES PURCHASE AGREEMENT 
  
 BETWEEN: 
  

	1.	AIG Self Storage GP, LLC, a Delaware limited liability company, having its principal office at 1 Chase Manhattan Plaza, 57th Floor, New York, NY 10005, U.S.A., hereinafter
referred to as (“AIG GP”); 

  

	2.	AIG Self Storage LP, LLC, a Delaware limited liability company, having its principal office at 1 Chase Manhattan Plaza, 57th Floor, New York, NY 10005, U.S.A., hereinafter
referred to as (“AIG LLP”); 

  

	3.	AIRE Investments, Sàrl, a Luxembourg Société à Responsabilité Limitée, having its principle office at 33 Boulevard de Prince Henri, L-1724,
Luxembourg (“AIRE”) 

  
 (AIG GP, AIG LLP
and AIRE are hereinafter together referred to as the “Seller” or the “Sellers”); 
  
 AND 
  

	4.	SSC BENELUX INC., a company organized and existing under the laws of the State of Washington, USA, having its registered office at 1155 Valley Street, Suite 400, Seattle, WA
98109-4426, U.S.A. (the “Buyer”). 

  
 WHEREAS: 

 

	A.	Shurgard Self Storage SCA (previously named SSC Benelux & Co. S.C.A.) is a Belgian company (société en commandite par actions) having its registered office
at Quai du Commerce 48, 1000 Brussels, Belgium, registered with the commercial registry of Brussels under n° 587.679 (the “Company”). 

  

	B.	Each of the Sellers and the Buyer hold equity participations in the Company. The Sellers and the Buyer are parties to a Joint Venture Agreement dated 8 October 1999, as amended by
an addendum dated 31 July, 2000 and an addendum dated 24 April, 2003, with respect to the Company (the “Joint Venture Agreement”). 

  

	C.	The Sellers have agreed to sell their respective participations in the Company to the Buyer and the Buyer has agreed to purchase such participations from each of the Sellers, on the
terms of and subject to the conditions set out in this Agreement. 

  
 NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 
  

	1.	INTERPRETATION 

  

	1.1	Unless otherwise defined herein, capitalised terms used in this Agreement shall have the meaning given thereto in the Joint Venture Agreement. 

  

	1.2	In addition, the following terms shall have the following meaning: 

  

			
	 “Agreement”:
	  	 the present agreement and the schedules thereto;


  

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	 “Breach of Representations”:
	  	means, in respect of any representations and warranties contained in the Clauses 6.1 and 7.1, that all or part of the facts stated therein are not true and accurate;
		
	 “Company Code”:
	  	the Belgian company code, enacted by the law of 7 May 1999, as amended from time to time;
		
	 “Closing”:
	  	the consummation of the sale and purchase of the Securities in accordance with this Agreement;
		
	 “Closing Date”:
	  	the date set for Closing pursuant to Clause 5.1;
		
	 “Conditions”:
	  	the conditions precedent set out in Clause 4.2;
		
	 “New Profit Certificates”:
	  	has the meaning set out in the Undertaking to Subscribe;
		
	 “Purchase Price”:
	  	the purchase price for the Securities, as set out in Clause 3.1, adjusted, as the case may be, in accordance with Clause 3.2;
		
	 “Right of First Offer”:
	  	the right of first offer provided for or referred to in the clauses 4.4.2 and 4.6.5 of the Joint Venture Agreement, clause 4.5 of the Undertaking to Subscribe and clause 11.1 of the articles
of association of the Company;
		
	 “GP Securities”:
	  	4 General Partner Interests (referred to in the Company’s Articles of Association as “actions commanditées”) which are being sold by AIG GP to the Buyer under
this Agreement;
		
	 “LLP Securities”:
	  	29,230 Profit Certificates (“PC”) (referred to in the Company’s Articles of Association as “Parts Bénéficiaires”) and 2,903 New Profit
Certificates (“NPC”)(referred to in the Company’s Articles of Association as “Nouvelles Parts Bénéficiaires”) in the Company which are being sold 21,922 PC and 2,177 NPC by AIG LLP and 7,308 PC and 726
NPC by AIRE respectively to the Buyer under this Agreement;
		
	 “Securities”:
	  	GP Securities and LLP Securities;
		
	 “Shurgard Stock”:
	  	common or preferred stock of Shurgard Storage Centers, Inc. to be listed on the New York Stock Exchange;
		
	 “Third-Party Right”:
	  	any mortgage, charge, pledge, lien, right of usufruct, option, restriction, right of first refusal, right of pre-emption, easement, third-party right or interest, other encumbrance or
security interest of any kind; and

  

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	 “Undertaking to Subscribe”:
	  	the agreement with respect to the undertaking to subscribe to New Profit Certificates entered into between the parties, among others, on 27 February 2001.

  

	1.3	Interpretation 

  

	 	l.3.l	The titles and headings included in this Agreement are for convenience only and do not express in any way the intended understanding of the parties. They shall not be taken into
account in the interpretation of the provisions of this Agreement. 

  

	 	1.3.2	The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “herewith” and words of similar import shall refer to this
Agreement as a whole and not to any particular clause, paragraph or other subdivision. 

  

	 	1.3.3	The words “include”, “includes”, “including” and all forms and derivations thereof shall mean including but not limited to. 


 

	 	1.3.4	All periods of time set out in this Agreement shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant
period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is a Saturday, a Sunday or a bank holiday in Belgium, London or the USA, the expiration date shall be postponed until the next business
day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has
occurred until the eve of the same day in the following month(s) (or year(s)) (“de quantième à veille de quantième” / “van de zoveelste tot de dag vóór de
zoveelste”). 

  

	 	1.3.5	Unless otherwise provided herein, all references to a fixed time of a day shall mean Brussels time. 

  

	2.	SALE AND PURCHASE 

  

	2.1	Sale and purchase 

  

	 	2.1.1	Subject to the terms and conditions of this Agreement (including in particular the Conditions), AIG GP hereby sells to the Buyer the GP Securities, and the Buyer hereby purchases
all of the GP Securities from AIG GP. 

  

	 	2.1.2	Subject to the terms and conditions of this Agreement (including in particular the Conditions), AIG LLP and AIRE hereby sell to the Buyer the LLP Securities, and the Buyer hereby
purchases all of the LLP Securities from AIG LLP and AIRE. 

  

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	2.2	Waiver of the Right of First Offer 

  
 The Parties acknowledge that the other Partners (as defined in the Joint Venture Agreement) have duly waived their respective Right of First Offer and the
waiver letters are attached to this Agreement in Schedule 1. 
  

	2.3	Transfer of title 

  
 Title to the Securities shall pass, and the Purchase Price shall be paid, on Closing. 
  

	2.4	Sale free and clear 

  
 The Securities are sold with all rights, together with the obligations identified in Clause 9.1, attaching or accruing to the Securities now or after the
date of this Agreement, including the right to any dividend declared on or after the date of this Agreement, and free from any and all Third-Party Rights. 
  

	2.5	All Securities 

  
 The sale contemplated hereunder is indivisible and shall be valid only if it applies to all of the Securities. No partial enforcement of this Agreement
shall be allowed. 
  

	3.	PURCHASE PRICE AND PAYMENT 

  

	3.1	Payment 

  
 Buyer shall pay Sellers the Purchase Price for the Securities of EUR 31,804,559 (Thirty One Million Eight Hundred Four Thousand Five Hundred Fifty Nine Euro) cash, payable as follows: 
  

	 	(a)	€2,737 (Two Thousand Seven Hundred Thirty Seven Euro) to AIG GP for 4 General Partner Interests; 

  

	 	(b)	€23,851,366 (Twenty Three Million Eight Hundred Fifty One Thousand Three Hundred Sixty Six Euro) to AIG LLP for 21,922 Profit Certificates and 2,177 New Profit Certificates;
and 

  

	 	(c)	€7,950,456 (Seven Million Nine Hundred Fifty Thousand Four Hundred Fifty Six Euro) to AIRE for 7,308 Profit Certificates and 726 New Profit Certificates.


  
 The Purchase Price shall be paid by the Buyer
on Closing by wire transfer to the bank accounts of each of the Sellers, the details of which shall be communicated to the Buyer by each of the Sellers prior to Closing. 
  

	3.2	In the event that the Company makes an equity call on the New Profit Certificates (i.e. the request to pay-in, partially or fully, the New Profit Certificates) prior to the Closing
Date, the part of the Purchase Price payable to AIG LLP and AIRE will be increased by the amount paid by AIG LLP and AIRE to the Company for the New Profit Certificates. 

  

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	3.3	The Buyer shall only be liable for the payment of the Purchase Price in accordance with this Agreement, and shall have no liability for the actual allocation of the Purchase Price
among the Sellers. 

  

	4.	CONDITIONS PRECEDENT 

  

	4.1	Sale conditional 

  
 The Closing of the sale of the Securities is subject to the satisfaction, on or before the date set out in Clause 4.6, of the Conditions set out in Clause
4.2. 
  

	4.2	Conditions 

  

	 	4.2.1	No prohibition. No order of any court or any governmental agency having jurisdiction over any party hereto shall have the effect of prohibiting or restraining the
consummation of the sale and purchase of the Securities pursuant to this Agreement and no legal action or governmental investigation shall be pending which may reasonably be expected to result in such order or which otherwise challenges the sale of
the Securities. 

  

	 	4.2.2	Waiver of Right of First Offer. The other Partners shall have duly waived their Right of First Offer. 

  

	 	4.2.3	Access to Equity Markets. Shurgard Storage Centers, Inc. shall have been able to access the U.S. public equity markets to finance the Purchase Price through the issuance of
Shurgard Stock and shall have received or shall be entitled to receive without contingency, net proceeds therefrom at least equal to the Purchase Price by no later than June 20, 2003. 

  

	4.3	Waiver 

  
 The Conditions cannot be waived otherwise than with the unanimous written consent of all parties hereto. 
  

	4.4	Satisfaction 

  

	 	4.4.1	Reasonable endeavours. The parties undertake to use all reasonable endeavours, and to co-operate in good faith with each other, to achieve satisfaction of the Conditions as
soon as possible. 

  

	 	4.4.2	Notice of progress. Each party undertakes to the other parties to inform them in writing forthwith upon it becoming aware of the satisfaction of any Condition. If at any time
a party becomes aware of anything that may prevent or delay the satisfaction of any Condition, it shall immediately inform the other parties and the parties shall then co-operate to ensure that, to the extent possible, the Condition is satisfied.


  

	4.5	No retroactive effect 

  
 Notwithstanding Article 1179 of the Civil Code, the fulfilment of the Conditions shall have no retroactive effect. 
  

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	4.6	Failure 

  
 The Conditions shall be deemed to have failed if they have not all been fulfilled (or waived pursuant to Clause 4.3) by 6:00 PM (Brussels time) on 27 June 2003, in which case (unless this condition is extended by
mutual consent of the Parties) this agreement shall be terminated and the parties shall cease to have any rights or obligations hereunder, provided that (a) Clause 11.2 and 11.3 shall survive for 3 years as of the signatory date hereof, and (b) any
rights accrued on or before such date hereunder including the provisions of Clause 12 shall survive termination. 
  

	5.	CLOSING 

  

	5.1	Closing Date 

  
 Subject to the satisfaction (or, as the case may be, waiver pursuant to Clause 4.3) of all Conditions, the sale and purchase of the Securities shall be
consummated on 27 June 2003. The Closing Date may be extended by mutual consent of the parties to 31 July 2003. The Closing shall take place at the offices of Linklaters DeBandt, Brussels or such other place in Brussels as the Seller and the Buyer
may agree. 
  

	5.2	Obligations in relation to Closing 

  
 Each party undertakes to perform diligently and in good faith all such actions and execute all such documents as the other parties may reasonably direct
it to in order to perfect the sale and purchase of the Securities and the execution of this Agreement. 
  

	5.3	Action taken upon Closing 

  

	 	5.3.1	On Closing, the parties or their duly authorized attorneys-in-fact shall exchange the following documents and take the following actions: 

  

	 	(a)	the Buyer shall pay the Purchase Price in the manner set out in Clause 3; 

  

	 	(b)	each of the Sellers shall deliver to the Buyer an acknowledgement of receipt of the part of the Purchase Price due to it; 

  

	 	(c)	upon receipt of acknowledgment of payment by the Buyer, each of the Sellers and the Buyer shall record the transfer of the Securities and sign a declaration of transfer in
respectively the share register and the profit certificates register of the Company; and 

  

	 	(d)	AIG GP shall deliver a resignation letter from its representative on the Board of Managers of the Company. 

  

	 	5.3.2	Promptly after Closing, the Buyer shall (i) convene and thereafter hold a Partners Meeting to acknowledge the resignation of the former Manager and grant a provisional discharge to
AIG GP, (ii) arrange for the publication in the Moniteur belge of the transfer of the GP Securities and resignation of the former Manager pursuant to this Agreement and (iii) amend Clause 9 of the Articles of Association of the Company to
delete the reference to AIG GP being an “actionnaire commandite”. 

  

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	6.	REPRESENTATIONS AND WARRANTIES OF THE BUYER - INDEMNIFICATION - LIMITATIONS 

  

	6.1	Representations and warranties 

  
 The Buyer represents and warrants to the Sellers that the representations and warranties set out hereafter are true and accurate as at the date of this
Agreement: 
  

	 	6.1.1	Incorporation and existence. The Buyer is a company duly incorporated and existing under the Laws of the State of Washington (USA). 

  

	 	6.1.2	Power and authority. Subject to satisfaction of the Conditions, the Buyer has the right, power and authority, and has taken all action required, to sign and perform its
obligations under this Agreement and all the documents which are to be signed at Closing. 

  

	 	6.1.3	Validity of the Agreement. The entry by the Buyer into, and performance of obligations under, this Agreement does not, and its ownership of the Securities will not, conflict
with any law or regulation, judgement or court order, or contract or agreement by which the Buyer is bound. 

  

	 	6.l.4	Financial condition. The Buyer has the financial means (subject to satisfaction of the condition set forth in Clause 4.3) to pay the Purchase Price in the manner provided for
in this Agreement. 

  

	 	6.1.5	Legal proceedings. There are, to the best knowledge of the Buyer, no actions, proceedings or claims pending, the adverse determination of which may impair the validity or
enforceability of this Agreement or any of its principal terms, materially adversely affect the financial condition of the Buyer or otherwise negatively affect the Buyer’s ability to perform its obligations under this Agreement.


  

	6.2	Updating of Representations to Closing 

  
 The Buyer warrants to the Sellers that the representations and warranties set out in Clause 6.1 shall be true and accurate on the Closing Date, as if they
had been repeated on that day. 
  

	6.3	Indemnification 

  
 Subject to the limitations set out in Clause 6.4, the Buyer agrees and undertakes to indemnify and hold harmless each of the Sellers for any damages
suffered by such Seller as a result of any Breach of Representations. 
  

	6.4	Limitation of Buyer’s liability 

  

	 	6.4.1	Time limitations. The Buyer shall have no obligation to indemnify the Sellers in respect of any claim unless it is given by the Sellers to the Buyer in accordance with Clause
8.1 within two years following the Closing Date. 

  

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	 	6.4.2	Fraud and intentional misconduct. None of the limitations contained in this Clause 6 shall apply in case of fraud or intentional misrepresentations or misconduct
(“dol” / “bedrog”) by the Buyer. 

  

	7.	REPRESENTATIONS AND WARRANTIES OF THE SELLERS - INDEMNIFICATION - LIMITATIONS 

  


	7.1	Representations and warranties 

  
 Each of the Sellers severally, and not jointly and severally, represents and warrants to the Buyer that the representations and warranties set out
hereafter are true and accurate as at the date of this Agreement: 
  

	 	7.1.1	Incorporation and existence. AIG GP and AIG LLP are companies duly incorporated and existing under the Laws of the state of Delaware (USA) and AIRE is a company duly
incorporated and existing under the laws of Luxembourg. 

  

	 	7.1.2	Power and authority. Subject to satisfaction of the Conditions, AIG GP, AIG LLP and AIRE have the right, power and authority, and have taken all action required, to sign and
perform their obligations under this Agreement and all the documents which are to be signed at Closing. 

  

	 	7.1.3	Validity of the Agreement. The entry by each of the Sellers into, and performance of obligations under, this Agreement does not conflict with any law or regulation, judgement
or court order, or contract or agreement by which that Seller is bound. 

  

	 	7.1.4	Legal proceedings. There are, to the best knowledge of the each of the Sellers, no actions, proceedings or claims pending, the adverse determination of which may impair the
validity or enforceability of this Agreement or any of its principal terms or which otherwise negatively affects that Seller’s ability to perform its obligations under this Agreement. 

  

	 	7.1.5	Securities. Each Seller is on the date hereof the lawful holder and registered owner of the Securities mentioned in Clause 2.1. The Securities are in registered form and all
are duly registered in the name of that Seller in respectively the share register and the profit certificates register. 

  

	 	7.1.6	Securities paid-up. All of the Securities are fully paid-up, except for the New Profit Certificates, for which no payment has been made as of the date of this Agreement.


  

	 	7.1.7	Agreements. There are no agreements, arrangements or obligations other than the Articles of Association of the Company, the Joint Venture Agreement and the Undertaking to
Subscribe which affect the voting or distribution rights attached to the Securities, or which could prevent or affect the transfer of title to the Buyer of the Securities. 

  

	 	7.1.8	Third-party right. There is no Third-Party Right and there is no agreement, arrangement or obligation to create a Third-Party Right in relation to any of the Securities,
other than those set out in the Articles of Association of the Company and the Joint Venture Agreement. 

  

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	7.2	Updating of Representations to Closing 

  
 Each of the Sellers warrants to the Buyer that the representations and warranties set out in Clause 7.1 shall be true and accurate on the Closing Date, as
if they had been repeated on that day. 
  

	7.3	Indemnification 

  
 Subject to the limitations set out in Clause 7.4, each of the Sellers agrees and undertakes to indemnify and hold harmless the Buyer for any damages
suffered by the Buyer as a result of any Breach of Representations of that Seller, it being understood that this indemnification undertaking is not joint and several. 
  

	7.4	Limitation of Seller’s liability 

  

	 	7.4.1	Time limitations. No Seller shall have any obligation to indemnify the Buyer in respect of any claim unless notice of such claim is given by the Buyer to the relevant Seller
in accordance with Clause 8.1: 

  

	 	(a)	in the case of any claim for Breach of Representations in respect of ownership of the Securities as set out in the Clauses 7.1.5 and 7.1.8, within five years following the Closing
Date; and 

  

	 	(b)	in the case of any claim for any other Breach of Representations, within two years following the Closing Date. 

  

	 	7.4.2	Fraud and intentional misconduct. None of the limitations contained in this Clause 7 shall apply in case of fraud or intentional misrepresentations or misconduct
(“dol” / “bedrog”) by the Sellers. 

  

	8.	CLAIMS 

  

	8.1	Notification of claims 

  
 In order to make a claim against the other party, the party making the claim shall give a notice of such claim to the other party within the time limits
provided in Clauses 6.4.1 or 7.4.1, setting out the legal and factual basis of the claim, together with, if practicable, a first estimate of the amount of the damages suffered. 
  

	8.2	Disagreement on a claim 

  
 If the relevant Seller and the Buyer are unable to reach agreement on the amount payable within sixty (60) days following notification of a claim pursuant
to Clause 8.1, the matter shall be decided in accordance with Clause 12 (Arbitration). 
  

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	9.	ASSUMPTION OF LIABILITIES 

  

	9.1	General 

  

	 	9.1.1	The Buyer, as successor of the Securities, shall as from Closing, assume all rights and obligations of the Sellers under the Joint Venture Agreement, the Undertaking to Subscribe
and the Articles of Association of the Company, to the extent that the Securities are acquired by the Buyer, it being understood that the Buyer shall only assume liability in respect of facts, actions, omissions or events taking place or arising
after Closing. 

  

	 	9.1.2	The Buyer’s assumption of liability with respect to the GP Securities acquired from AIG GP pursuant to this Agreement shall be limited to claims or legal liability arising from
facts, actions, omissions or events taking place or arising after Closing. AIG GP shall remain liable and shall hold the Buyer harmless after the Closing Date from any claims or liabilities arising from facts, actions, omissions or events occurring
prior to the Closing Date. 

  

	10.	COVENANTS 

  

	10.1	Voting 

  
 Conditional upon and from such time that the Conditions are satisfied until Closing, AIG GP undertakes in favour of the Buyer that its representative on the Board of Managers of the Company shall vote in favour of the
approval of the transfer of Partner Interests and/or Profit Certificates to the Buyer; shall also vote with the Buyer on all other matters submitted to the Board of Managers of the Company from such time that the Conditions are satisfied until
Closing, provided that, in the reasonable opinion of AIG GP, such vote is not contrary to the interests of the Company. 
  

	10.2	Covenants in Joint Venture Agreement 

  
 The Sellers undertake to be bound by the terms of Article 7.3 of the Joint Venture Agreement. 
  

	10.3	Co-operation 

  
 The parties shall do and execute, or arrange for the doing and execution of, all acts, documents and things necessary to give effect to this Agreement.

  

	10.4	Notice to the Company 

  
 The Buyer shall, on Closing, notify the Company of its acquisition of the Securities, in accordance with Article 632 § 2 of the Company Code.

  

	10.5	Joint and several liability between the Sellers 

  
 Except as otherwise provided herein, all undertakings and other obligations of AIG GP, AIG LLP and AIRE under this Agreement shall be joint and several
(“solidaire et indivisible” / “hoofdelijk en ondeelbaar”) between AIG GP, AIG LLP and AIRE. The joint and several liability of AIG GP, AIG LLP and AIRE shall not extend to any other person or entity affiliated to
any of the Sellers. 
  

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	11.	MISCELLANEOUS PROVISIONS 

  

	11.1	Announcements 

  

	 	11.1.1	No public announcement, communication or circular concerning the transaction referred to in this Agreement may be made at any time (before or after Closing) by any party without
having first obtained the written consent of the other parties who must not unreasonably refuse, withhold or delay the giving of consent. 

  

	 	11.1.2	Where the announcement, communication or circular is required or requested by law or a regulation of a securities exchange, the party required to make it must if practicable first
consult, and take into account the reasonable requirements of, the other parties. 

  

	11.2	Confidentiality of the Agreement 

  
 The terms of this Agreement shall be kept confidential for a period of 3 years from the date of this Agreement and during such time shall not be disclosed
to any third party except (a) as required or requested by law or securities exchange regulations, (b) as necessary to respond to a request from any administration or authority, (c) as necessary to support a claim or defence in litigation between the
parties hereto, (d) as necessary in accordance with the Sellers’ requirements to provide periodic financial information to their partners or shareholders or (e) as otherwise agreed in writing between the parties. 
  

	11.3	Costs 

  
 Save as otherwise provided herein, each party shall bear its own costs relating to the negotiation, preparation and execution and implementation by it of this Agreement and of all other documents ancillary hereto.

  

	11.4	Notices 

  
 All notices to be made in writing under this Agreement shall be given in the English language by registered mail, express courier service or telefax (confirmed by registered mail or express courier service) to the
following addresses or such other addresses as the parties may have designated to each other by notice given in accordance with this Clause: 
  

					
	 If to AIG GP:
	  	Name:	  	 AIG Self Storage GP, LLC

			
	 	  	Address:	  	 1 Chase Manhattan Plaza,
 57th Floor,
 New York,
 NY 10005, U.S.A

			
	 	  	Attention:	  	 Richard D’Alessandri

			
	 	  	Fax:	  	 +1 212 514 5235


  

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	 If to AIG LLP:
	  	Name:	  	 AIG Self Storage LP, LLC

			
	 	  	Address:	  	 1 Chase Manhattan Plaza,
 57th Floor,
 New York,
 NY 10005, U.S.A

			
	 	  	Attention:	  	 Richard D’Alessandri

			
	 	  	Fax:	  	 +1 212 514 5235

			
	 If to AIRE
	  	Name:	  	 AIRE Investments, Sàrl

			
	 	  	Address:	  	 33 Boulevard de Prince Henri,
 L-1724,
 Luxembourg (“AIRE”)

			
	 	  	Attention:	  	 Hugo Neuman

			
	 	  	Fax:	  	 +352 241 43 33 00

			
	 If to the Buyer:
	  	Name:	  	 SSC Benelux Inc

			
	 	  	Address:	  	 1155 Valley Street,
 Suite 400, Seattle,
 WA 98109-4426, USA,

			
	 	  	Attention:	  	 General Counsel

			
	 	  	Fax:	  	 +1 206 652 3760


  

	11.5	Other agreements - amendments 

  
 This Agreement supersedes and replaces any and all prior negotiations, arrangements and understandings, whether or not in writing, between the parties
with respect to the subject matter of the Agreement. No variation of this Agreement is valid unless it is in writing and signed by or on behalf of each party. 
  

	11.6	Assignment 

  
 This Agreement shall be binding upon and inure for the benefit of the successors of the parties but may not be assigned. 
  

	11.7	Severability 

  
 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision
shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected. In such case, each party shall use its best efforts to immediately negotiate in good faith a
valid replacement provision having a similar economic effect. 
  

	12.	GOVERNING LAW AND JURISDICTION 

  

	12.1	This Agreement is governed by and shall be construed and interpreted in accordance with the Laws of Belgium. 

  

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	12.2	Any dispute arising from this Agreement shall be submitted for final and binding arbitration to an arbitration tribunal comprised of three arbitrators appointed and deciding in
accordance with the rules of the International Chamber of Commerce. The arbitration procedure shall take place in Brussels, Belgium, and shall be conducted in the English language. 

  

	12.3	This agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this agreement.


  
 Done on 11 June 2003, in three originals, each party
acknowledging receipt of one such original. 
  

	
	 AIG SELF STORAGE GP, LLC

	
	 /s/ [ILLEGIBLE]


	 Name:

	 Title:

	
	 AIG SELF STORAGE LP, LLC

	
	  
 /s/ [ILLEGIBLE]


	 Name:

	 Title:

	
	 AIRE INVESTMENTS, SÀRL

	
	 /s/ [ILLEGIBLE]


	 Name: [Illegible]

	 Title: Director

	
	 SSC BENELUX INC.

	
	 /s/ [ILLEGIBLE]


	 Name: [Illegible]

	 Title: SR. V.P., Secretary


  

 - 15 - 








 SCHEDULE 1 - WAIVER LETTERS 
  

 - 16 - 









			
	 	 	             REIB Europe Operator Limited

	 	 	             Winchester House

	 	 	             1 Great Winchester Street

	 	 	             London

	 	 	             EC2N 2DB

	 To:
	 	 
		
	 AIG Self Storage GP, LLC
	 	             Telephone: 0207 545 8000

	 1 Chase Manhattan Plaza
	 	             Fax: 0207 547 5444

	 57th Floor, New York
	 	 
	 NY 10005, U.S.A.
	 	 
		
	 AIRE Investments, Sàrl
	 	 AIG Self Storage LP, LLC

	 33 Boulevard de Prince Henri
	 	 1 Chase Manhattan Plaza

	 L-1724, Luxembourg
	 	 57th Floor, New York

	 	 	 NY 10005, U.S.A.

		
	 London, 6th June, 2003
	 	 
		
	 Dear Sirs,
	 	 

  
 Re: Waiver of the
Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent
to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the “Joint Venture Agreement”), in which you inform us, inter alia, of the intention of: 
  

	(a)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(b)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(c)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proof dated 3rd June, 2003 of the
agreement attached to the Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 

 

	
	 Kind regards,

	
	 /s/ Emma Simmons


	 Emma Simmons

	 Director

	 REIB Europe Operator Limited

	
	 Copy: Board of directors of the Company


  
 Registered in
England and Wales 3847120. Registered office Winchester House, 1 Great Winchester Street London EC2N 2DB 
  








			
	 	 	 REIB International Holdings Limited

	 	 	 Winchester House

	 	 	 1 Great Winchester Street

	 	 	 London

	 	 	 EC2N 2DB

		
	 To:
	 	 
		
	 AIG Self Storage GP, LLC
	 	 Telephone: 0207 545 8000

	 1 Chase Manhattan Plaza
	 	 Fax: 0207 547 5444

	 57th Floor, New York
	 	 
	 NY 10005, U.S.A.
	 	 
		
	 AIRE Investments, Srl
	 	 AIG Self Storage LP, LLC

	 33 Boulevard de Prince Henri
	 	 1 Chase Manhattan Plaza

	 L-1724, Luxembourg
	 	 57th Floor, New York

	 	 	 NY 10005, U.S.A.

		
	 London, 6th June, 2003
	 	 
		
	 Dear Sirs,
	 	 

  
 Re: Waiver of the
Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent
to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the “Joint Venture Agreement”), in which you inform us, inter alia, of the intention of: 
  

	(a)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(b)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(c)	AIRE Investments, Srl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proof dated 3rd June, 2003 of the
agreement attached to the Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 

 

	
	 Kind regards,

	
	 /s/ Emma Simmons


	Emma Simmons
	 Director

	 REIB International Holdings Limited

	
	 Copy: Board of directors of the Company


  
 Registered in
England and Wales 3834064. Registered office Winchester House, 1 Great Winchester Street London EC2N 2DB 







 To: 
  

			
	 REIB Europe Operator Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince
Henri
 L-1724, Luxembourg
	 	 

  
 London, 6 June, 2003 
  
 Dear Sirs,

  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5 June, 2003 sent to us pursuant to Article 4.4.2.1 of the
Joint Venture Agreement dated 8 October, 1998, as amended, (the “Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  

 1 








 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms
set out in the proofs dated June, 2003 of the agreements attached to the Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to
Shurgard Storage Centers Inc. 
  
 Kind regards, 
  

	
	 /s/ Elizabeth McLoughlin


	
	 Elizabeth McLoughlin, Vice President

	
	 AIG Self Storage GP LLC

	
	 /s/ Elizabeth McLoughlin


	
	 Elizabeth McLoughlin, Vice President

	
	 AIG Self Storage GP LLC

	
	 /s/ Jeremy Hussey


	
	 Jeremy Hussey, as Attorney for

	
	 AIRE Investments Sàrl

	
	 Copy:    Board of directors of the Company


  

 2 








 POWER OF ATTORNEY 
  
 KNOW ALL MEN BY THESE PRESENTS: 
  
 THAT the undersigned AIRE Investments Sarl, a company organized under the laws of Luxembourg (the “Company”), hereby makes, constitutes and appoints Jeremy
Hussey its true and lawful attorney to sign the attached letter regarding the Transfer of Partnership interest in Shurgard Self Storage SCA (the “Transfer Notice”) and the attached letter regarding the Waiver of the Right of First Offer
with respect to the transfer notices of REIB Europe Operator Limited, REIB International Holdings Limited, AIG Self Storage GP, LLC, and AIG Self Storage LP, LLC (the “Waiver Letter”) on behalf of the Company. Said attorney is hereby
authorized to execute both the Transfer Notice and the Waiver Letter with such changes as may reasonably be agreed among the signatories thereto. Said attorney shall have full power and authority, including the power of substitution, to do any and
all things necessary, incidental or convenient in the premise, and ratifying and confirming whatever action he or any substitute may do by virtue of the authority hereby conferred. 
  
 IN WITNESS WHEREOF the undersigned has caused this instrument to be executed this fifth day of June, 2003. 
  

			
	 For and on behalf of:
 AIRE Investments Sarl

		
	 By:
	 	 /s/ [ILLEGIBLE]


		
	 By:
	 	 /s/ [ILLEGIBLE]


		
	 	 	THE Corporate Services S.A. Manager B









  
 To:

  

			
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
	 	 
	 33 Boulevard de Prince Henri
	 	 
	 L-1724, Luxembourg
	 	 

  
 London, 6 June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5 June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  

 1 








 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms
set out in the proofs dated June, 2003 of the agreements attached to the Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to
Shurgard Storage Centers Inc. 
  
 Kind regards,

  

	
	
	 /s/ Jeremy Hussey


	
	 Jeremy Hussey, as Attorney for

	
	 AIG Self Storage LP LLC

	
	 Copy: Board of directors of the Company


  

 2 








 POWER OF ATTORNEY 
  
 KNOW ALL MEN BY THESE PRESENTS THAT:— 
  

	 	1.	Reference is made to - 

  

	 	(a)	that certain Joint-Venture Agreement dated 8 October, 1999 (as amended) (“Joint Venture Agreement”) by and among Shurgard Storage Centers Inc. (“Shurgard
Storage”), SSC Benelux Inc. (“SSC Benelux”), Shurope Storage S.A. (“Shurope Storage”), Recom & Co. S.N.C. (“Recom”), E-Parco S.A.R.L. (“E-Parco”), European Self Storage S.A. (“European Self
Storage”), Restructuring Competence S.A. (“Restructuring Competence”), Grana International S.A. (“Grana International”), REIB Europe Operator Limited (“Deutsche Bank GP”), REIB International Holdings Limited
(“Deutsche Bank LLP”), Fremont SE (G.P.) Ventures, L.L.C. (“Fremont G.P.”), Fremont SE (L.L.P.) Ventures, L.L.C. (“Fremont L.L.P.”), AIG Self Storage GP, LLC (“AIG GP”), AIG Self Storage LP, LLC (“AIG
LLP”), SSC General Partner (Guernsey) Limited (“CSFB G.P.”), SSC Partner (Guernsey) Limited (“CSFB L.L.P.”), Deutsche Bank Aktiengesellschaft, London (“Deutsche Bank”), Fremont Investors, Inc. (“Fremont
Investors”), Credit Suisse First Boston (International) Holding AG (“Credit Suisse”), AIG Global Real Estate Investment Corp. (“AIGGRE”), Credit Suisse First Boston (Europe) Limited (“CSFB Europe”) and SSC Benelux
& Co. S.C.A. (“Shurgard”), 

  

	 	(b)	that certain Undertaking to Subscribe dated 27 February 2001 (the “Undertaking to Subscribe”) by and among Shurgard Storage, SSC Benelux, Shurope Storage, Recom, E-Parco,
European Self Storage, Restructuring Competence, Grana International, Deutsche Bank GP, Deutsche Bank LLP, Fremont G.P., Fremont L.L.P., AIG GP, AIG LLP, CSFB G.P., CSFB L.L.P., Deutsche Bank, Fremont Investors, Credit Suisse, AIGGRE, CSFB Europe
and Shurgard, and 

  

	 	(c)	that certain Membership Interest Purchase Agreement dated as of November 22, 2002 by and between AIG LLP and AIRE Investment S.a.r.l., pursuant to which AIRE purchased certain
Shurgard Partner Interests (as defined below) from AIG LLP; 

  

	 	2.	Capitalised terms used in this letter shall have the meanings given thereto in the Joint Venture Agreement and the Undertaking to Subscribe, unless expressly stated otherwise;


  

	 	3.	In connection with the sale of Profit Certificates and New Profit Certificates held by AIG LLP, AIG LLP intends to provide to the existing holders of Shurgard Partner Interests, as
a group, the Sale Notice referred to in Clause 4.4.2.1 of the Joint Venture Agreement (in the form attached hereto as Exhibit A, the “Sale Notice”); 









	 	4.	In connection with the delivery by AIG LLP of the Sale Notice to the existing holders of Shurgard Partner Interests, as a group, AIG LLP hereby irrevocably appoints Jeremy Hussey
its attorney-in-fact for the purpose of executing the Sale Notice, together with any and all documents contemplated by the Sale Notice which he may deem necessary to implement the sale of Profit Certificates and New Profit Certificates held by AIG
LLP in accordance with the terms and conditions of the Joint Venture Agreement; 

  

	 	5.	In connection with (a) the sale of Profit Certificates and New Profit Certificates by AIRE, (b) the sale of General Partner Interests held by AIG GP, and (c) the provision by each
of AIRE and AIG GP, respectively, of a Sale Notice to the existing holders of Shurgard Partner Interests (including AIG LLP), as a group, relating to such sale of Profit Certificates, New Profit Certificates and General Partner Interests, AIG LLP
hereby irrevocably appoints Jeremy Hussey its attorney-in-fact for the purpose of executing a Waiver of the Right of First Offer (in the form attached hereto as Exhibit B, the “Waivers”) relating to each such Sale Notice, together with any
and all documents contemplated by such Waivers which he may deem necessary to implement the waiver by AIG LLP of its Right of First Offer in accordance with the terms and conditions of the Joint Venture Agreement; and 

  

	 	6.	Such powers of attorney granted herein shall be deemed to be coupled with an interest, and such power of attorney shall, to the extent permitted by law, survive the
dissolution or bankruptcy of AIG LLP. 

  

			
	AIG SELF STORAGE LP, LLC
		
	By:	 	 /s/ Richard J. D’Alessandri


	 	 	 Richard J. D’Alessandri

	 	 	 Vice President











			
	 STATE OF NEW YORK
	 	 )

	 	 	) SS:
	 COUNTY OF NEW YORK
	 	 )


  
 On this 4th day of June 2003, before me came Richard D’Alessandri, to me known as the individual who executed the foregoing
instrument. 
  

					
	 	 	 	  	 /s/ Laura M.Barresi


	 	 	 	  	Notary Public
			
	 	 	 	  	LAURA M. BARRESI
	 	 	 	  	Notary Public, State of New York
	 	 	 	  	No. 01-BA6009809
	 	 	 	  	Qualified in Richmond County
	 	 	 	  	Commission Expires [ILLEGIBLE]








 EXHIBIT A 
  
 To: Distribution List 
  
 [·] June, 2003 
  
 Dear Sirs, 
  
 Transfer of Partnership Interest in Shurgard Self Storage SCA 
  
 We refer to the Joint-Venture Agreement dated 8 October, 1999 (as amended) between, among others, yourselves, REIB Europe Operator Limited
(“REIB GP”), REIB International Holdings Limited (“REIB LLP”), AIG Self Storage GP, LLC (“AIG GP”) AIG Self Storage LP, LLC (“AIG LLP”) and AIRE Investments, Sàrl (“AIRE”) (the “Joint
Venture Agreement”) and the Undertaking to Subscribe dated 27 February 2001 between, among others, yourselves, REIB GP, REIB LLP, AIG GP, AIG LLP and AIRE (the “Undertaking to Subscribe”). 
  
 Capitalised terms used in this letter shall have the meaning given thereto in the Joint
Venture Agreement, unless expressly stated otherwise. 
  
 We hereby provide the
Sale Notice referred to in Clause 4.4.2.1 of the Joint Venture Agreement on behalf of: 
  

	(a)	REIB GP and REIB LLP of REIB GP’s intention to sell 7 General Partner Interests and of REIB LLP’s intention to sell 52,615 Profit Certificates and 5,225 New Profit
Certificates (as defined in the Undertaking to subscribe) (together the “REIB Shareholding”); and 

  

	(b)	AIG GP, AIG LLP and AIRE of AIG GP’s intention to sell 4 General Partner Interests, of AIG LLP’s intention to sell 21,922 Profit Certificates and 2,177 New Profit
Certificates and of AIRE’s intention to sell 7,308 Profit Certificates and 726 New Profit Certificates (together the “AIG Shareholding”), 

  
 in Shurgard Self Storage SCA (“Shurgard” or the “Company”) to Shurgard Storage Centers Inc.
(“Shurgard US”). 
  
 The bona fide offer price for the entire REIB
Shareholding is EUR 57,250,000 and the bona fide offer price for the entire AIG Shareholding is EUR 31,804,559. 
  
 Pursuant to Clause 4.4.2 of the Joint Venture Agreement, REIB GP and REIB LLP are required to offer existing holders of Shurgard Partner Interests, as a group, an
opportunity to purchase all of the REIB Shareholding and AIG GP, AIG LLC and AIRE are required to offer existing holders of Shurgard Partner Interests, as a group, an opportunity to purchase all of the AIG Shareholding at the same terms and
conditions as those offered to Shurgard US by exercising their Offer Right in accordance with the terms of the Joint Venture Agreement. 
  
 We would request, however, that each of the existing holders of Shurgard Partner Interests waive such rights and for this purpose we attach forms of the waiver letters
which we should be grateful if you would complete, sign and return by fax and by courier to James Roe of Allen & Overy of One New Change, London, EC4M 9QQ, England (fax number: +44 207 330 9999) as soon as possible. 







 You will find attached, for your information, copies of the draft securities purchase agreements which contain all other
terms and conditions governing the offer of the REIB Shareholding and the AIG Shareholding. Apart from the identity of the parties, the equity participations being sold and the consideration payable, the terms of the two agreements are substantially
the same. 
  
 This Sales Notice and the information contained herein is subject to
the confidentiality undertaking contained in Clause 7.3.1 of the Joint Venture Agreement. 
  
 Yours sincerely, 
  

					
	 	 	  

	  	  


	 	 	 [                    ]
	  	 [                    ]

	 	 	 REIB Europe Operator Limited
	  	 AIG Self Storage GP, LLC

	 	 	 REIB International Holdings Limited
	  	 AIG Self Storage LP, LLC

	 	 	 	  	 AIRE Investments, Sarl










			
	Distribution List
		
	 Shurgard Storage Centers Inc.
 1155 Valley Street, Suite 400
 Seattle, WA 98190-4426
 USA
 Attn: Mr. Charles K. Barbo
	 	 Grana International S.A.
 Quai due Commerce 48
 1000 Brussels
 Belgium
 Attn: Mr. Patrick Metdepenninghen
     Mr. Ake Fogelberg

		
	 SSC Benelux Inc.
 1155 Valley Street, Suite 400
 Seattle, WA 98190-4426
 USA
 Attn: Mr. Charles K. Barbo
	 	 Deutsche Bank AG, London
 Winchester House
 1 Great Winchester Street
 London EC2N 2DB
 Attn: David Netser
     Emma Simmons

		
	 Shurope Storage S.A.
 Quai du Commerce 48
 1000 Brussels
 Belgium
 Attn: Mr. Charles K. Barbo
     Mr. Harrell L. Beck
	 	 Fremont SE (G.P.) Ventures, L.L.C.
 C/o Fremont Realty Capital, L.P.
 375 Park Avenue, Suite 3101
 New York, NY 10152
 Attn: Frederick P. Zarrilli

		
	 Recom & Co. S.N.C.
 Quai du Commerce 48
 1000 Brussels
 Belgium
 Attn: Mr. Patrick Metdepenninghen
	 	 Fremont SE (L.P.) Ventures, L.L.C.
 C/o Fremont Realty Capital, L.P.
 375 Park Avenue, Suite 3101
 New York, NY 10l52
 Attn: Frederick P. Zarrilli

		
	 E-Parco S.A.R.L.
 Boulevard Royal 4
 2449 Luxembourg
 Luxembourg
 Attn: Halsey S.A.R.L.
	 	 Fremont Group, L.L.C.
 50 Fremont Street, Suite 3700
 San Francisco, CA 94105
 Attn: General Counsel

		
	 European Self Storage S.A.
 Quai due Commerce 48
 1000 Brussels
 Belgium
 Attn: Mr. Patrick Metdepenninghen
	 	 AIG Self Storage LP, LLC
 C/o AIG Global Real Estate Investment
 1 Chase Manhattan Plaza, 57th Floor
 New York, NY 10005
 Attn: President

		
	 Restructuring Competence S.A.
 Quai du Commerce 48
 1000 Brussels
 Belgium
 Attn: Mr. Patrick Metdepenninghen
	 	 AIG Global Real Estate Investment
 1 Chase Manhattan Plaza, 57th Floor
 New York, NY 10005
 Attn: Kevin Fitzpatrick

		
	 Fremont Investors, Inc.
 50 Fremont Street, Suite 3700
 San Francisco, CA 94105
 Attn: General Counsel
	 	 Fremont Realty Capital, L.P.
 375 Park Avenue, Suite 3101
 New York, NY 10152
 Attn: Frederick P. Zarrilli










					
	 SSC Benelux & Co. S.C.A.
	  	 SSC Benelux & Co. S.C.A.
	  	 
	 Quai du Commerce 48
	  	 Quai du Commerce 48
	  	 
	 1000 Brussels
	  	 1000 Brussels
	  	 
	 Belgium
	  	 Belgium
	  	 
	 Attn: Mr. Patrick Metdepenninghen
	  	 Attn: The Chairman of the Board
	  	 








 EXHIBIT B 
  
 To: 
  

			
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince Henri
 L-1724, Luxembourg
	 	 

  
 [PLACE], [    ]
June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated · June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the “Joint Venture Agreement”), in which you
inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales as set out in the proofs dated · June, 2003 of the agreements attached to the Sale Notice and hereby waive our Right of First Offer (as 







 defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to Shurgard
Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has
been duly authorised by the board meeting dated [DATE]. 
  
 Kind regards,


			
		
	  

 	 	 
	 [NAME], [TITLE]
	 	 
		
	 [COMPANY NAME]
	 	 
		
	 Copy: Board of directors of the Company
	 	 








 Graner International SA 
  

			
		
	 To:
	 	 
		
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sárl
 33 Boulevard de Prince Henri
 L-1724, Luxembourg
	 	 

  
 10th June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	ARE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

			
		
	 /s/ [ILLEGIBLE]

	  	 
		
	 [NAME], [TITLE] [ILLEGIBLE]
	  	 
		
	 [COMPANY NAME] Grana International S.A.
	  	 
		
	 Copy: Board of directors of the Company
	  	 

  

 2 








 European Self Storage SA 
  
 To: 
  

			
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sárl
 33 Boulevard de Prince Henri
 L-1724, Luxembourg
	 	 

  
 10th June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sárl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

			
	 /s/ [ILLEGIBLE]

	  	 
		
	 [NAME], [TITLE] [ILLEGIBLE]
	  	 
		
	 [COMPANY NAME] European Self Storage SA
	  	 
		
	 Copy: Board of directors of the Company
	  	 

  

 2 








 [ILLEGIBLE] 
  

			
	 To:
  
	 	 
	 REIB Europe Operator Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sárl
 33 Boulevard de Prince Henri
 L-1724, Luxembourg
	 	 

  
 10th June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4,2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

			
		
	 /s/ [ILLEGIBLE]

	  	 
		
	 [NAME], [TITLE] [ILLEGIBLE]
	  	 
		
	 (COMPANY NAME] [ILLEGIBLE]
	  	 
		
	 Copy:    Board of directors of the Company
	  	 

  
  
  
  

 2 








 To: 
  

			
	 REIB Europe Operator Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince
Henri
 L-1724, Luxembourg
	 	 

  
 San Francisco, California. June 10,
2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

					
	Fremont SE (L.P.) Ventures, L.L.C.	  	 
			
	 By:
	 	  
 /s/ [ILLEGIBLE]

	  	 
		
	 Its: Authorized Signatory
	  	 
		
	 Copy: Board of directors of the Company
	  	 

  

 2 








 To: 
  

			
	 REIB Europe Operator Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	  	 REIB International Holdings Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	  	 AIG Self Storage LP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince
Henri
 L-1724, Luxembourg
	  	 

  
 San Francisco, California. June 10,
2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

					
	Fremont SE (L.P.) II Ventures, L.L.C.	  	 
			
	 By:
	 	 /s/ [ILLEGIBLE]

	  	 
			
	 Its:
	 	 Authorized Signatory
	  	 
			
	 Copy:
	 	 Board of directors of the Company
	  	 

  

 2 








 To: 
  

			
	 REIB Europe Operator Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	  	 REIB International Holdings Limited
 Winchester
House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 A1G Self Storage GP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	  	 AIG Self Storage LP, LLC
 1 Chase Manhattan
Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince
Henri
 L-1724, Luxembourg
	  	 

  
 San Francisco, California. June 10,
2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

					
	Fremont SE (G.P.) Ventures, L.L.C.	  	 
			
	 By:
	  	 /s/ [ILLEGIBLE]

	  	 
			
	 Its:
	  	 President
	  	 
			
	 Copy:
	  	 Board of directors of the Company
	  	 

  

 2 








 To: 
  

			
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
 33 Boulevard de Prince Henri
 L-1724, Luxembourg
	 	 

  
 San Francisco, California. June 10,
2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  

 1 








 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms
set out in the proofs dated 3rd June, 2003 of the agreements attached to the Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with respect to the sales of the Offered Securities to
Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First
Offer has been duly authorised. 
  
 Kind regards, 
  

			
	Fremont SE (G.P.) II Ventures, L.L.C.
		
	 By:
	 	 /s/ [ILLEGIBLE]


		
	 Its:
	 	 President

		
	 Copy:
	 	 Board of directors of the Company


  
  
  
  

 2 








 To: 
  

			
	 REIB Europe Operator Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom
	 	 REIB International Holdings Limited
 Winchester House,
 1 Great Winchester Street
 London EC2N2DB
 United Kingdom

		
	 AIG Self Storage GP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.
	 	 AIG Self Storage LP, LLC
 1 Chase Manhattan Plaza
 57th Floor, New York
 NY 10005
 U.S.A.

		
	 AIRE Investments, Sàrl
	 	 
	 33 Boulevard de Prince Henri
	 	 
	 L-1724, Luxembourg
	 	 

  
 Seattle, Washington US 
 11 June, 2003 
  
 Dear Sirs, 
  
 Re: Waiver of the Right of First Offer 
  
 We refer to the Sale Notice dated 5th June, 2003 sent to us pursuant to Article 4.4.2.1 of the Joint Venture Agreement dated 8 October, 1998, as amended, (the
“Joint Venture Agreement”), in which you inform us of the intention of: 
  

	(a)	REIB Europe Operator Limited to sell 7 General Partner Interests; and 

  

	(b)	REIB International Holdings Limited to sell 52,615 Profit Certificates (“parts bénéficiaires”) and 5,225 New Profit Certificates (“nouvelles
parts bénéficiaires”); and 

  

	(c)	AIG Self Storage GP, LLC to sell 4 General Partner Interests; and 

  

	(d)	AIG Self Storage LP, LLC to sell 21,922 Profit Certificates (“parts bénéficiaires”) and 2,177 New Profit Certificates (“nouvelles parts
bénéficiaires”); and 

  

	(e)	AIRE Investments, Sàrl to sell 7,308 Profit Certificates (“parts bénéficiaires”) and 726 New Profit Certificates (“nouvelles parts
bénéficiaires”), 

  
 in Shurgard Self Storage
SCA (“Shurgard” or the “Company”) (together, the “Offered Securities”) to Shurgard Storage Centers Inc. 
  
 We acknowledge the terms and conditions of the intended sales which, we understand, will be substantially on the terms set out in the proofs dated 3rd June, 2003 of the
agreements attached to the 
  

 1 








 Sale Notice and hereby waive our Right of First Offer (as defined in Article 4.4.2.2 the Joint Venture Agreement) with
respect to the sales of the Offered Securities to Shurgard Storage Centers Inc. 
  
 Our decision not to exercise our Right of First Offer has been duly authorised. 
  
 Kind regards, 
  

	
	
	 /s/ Christine M. McKay


	
	 Christine M. McKay, Director

	
	Shurope Storage S.A.,
	
	 Copy: Board of directors of the Company


  

 2