Addendum No. 4 To The Joint Venture Agreement

Exhibit 10.45

Addendum Nr. 1 to the Undertaking to Subscribe to New Profit Certificates


of 27 February 2001


and


Addendum Nr. 4 to the Joint Venture Agreement of 8 October 1999


Between:

1. Shurgard Storage Centers Inc., having its registered office at Valley Street 1155, Suite 400 98109-4426, Seattle - USA, a Washington Corporation,


represented for the purpose of this Addendum by Mr. Charles Barbo,


hereinafter referred to as " Shurgard" ;

2. SSC Benelux Inc., having its registered office at Valley Street 1155, Suite 400 98109-4426, Seattle USA, a Washington Corporation,

represented for the purpose of this Addendum by Mr. Harrell Beck,


hereinafter referred to as " SSC Benelux Inc." ;

3. Shurope Storage S.A., having its registered office at Quai du Commerce, 48 1000 Brussels Belgium,

registered with the Register of Legal Entities under the number 0454.737.186,


represented for the purpose of this Addendum by Mr. Harrell Beck and Mr. Charles Barbo,


hereinafter referred to as " Shurope" ;

4. Recom & Co S.N.C. , having its registered office at Quai du Commerce, 48 - 1000 Brussels - Belgium,

registered with the Register of Legal Entities under the number 0460.156.617,


represented for the purpose of this Addendum by Mr. Dave Grant, Manager,


hereinafter referred to as " Recom & Co" ;

5. Fremont SE (G.P.) Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Mr. Frederick P. Zarrilli,


hereinafter referred to as " Fremont GP" ;

6. Fremont SE (L.P.) Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


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represented for the purpose of this Addendum by Mr. Claude J. Zinngrabe,

hereinafter referred to as " Fremont LP" ; 7. Fremont SE (GP.) II Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Mr. Matthew J. Reidy,


hereinafter referred to as " Fremont SE GP" ;

8. Fremont SE (L.P.) II Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Mr. Claude J. Zinngrabe, hereinafter referred to as " Fremont SE LP" ;

9. Fremont Investors, Inc., a Nevada corporation, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,

represented for the purpose of this Addendum by Mr. Claude J. Zinngrabe, hereinafter referred to as " Fll" ;


And: 10. Shurgard Self Storage SCA (formerly SSC Benelux & Co S.C.A.), having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels,

registered with the Register of Legal Entities under the number 0454.057.394,


represented for the purpose of this Addendum by SSC Benelux Inc., Executive Manger, represented by Dave Grant,


hereinafter referred to as the " Company" .


Whereas:

(A) The Parties entered into that certain Undertaking to Subscribe to New Profit Certificates with respect to the Company dated 27 February 2001 (the " NPC Agreement" ) .

(B) All 40,928 New Profit Certificates that have been issued in accordance with the Agreement are currently owned by SSC Benelux Inc., Shurope, Recom & Co, Fremont LP and Fremont SEH LP. Therefore the parties to the NPC Agreement, other than the Parties, are not party to this Addendum since they have no further obligations under the NPC Agreement.

(C) No calls were made on the New Profit Certificates.

(D)

In a supplemental agreement dated dated 18 December 2003 (the " Supplemental Agreement" ), between the Company, Credit Suise First Boston, Citigroup Global Markets Limited and others, it has been agreed to amend certain terms of the " Credit Agreement"


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(meaning the Restated Required Facility as defined in the Agreement and as amended by supplemental agreements dated 12 October 2001, 21 May 2002 and 18 September 2002).

(E) In view of and pursuant to the Supplemental Agreement, the Parties wish to acknowledge the annullment of the New Profit Certificates. (F) The Parties entered into that certain Joint Venture Agreement with respect to the Company dated 8 October 1999, as amended on 31 July 2000, 24 April 2003 and September 2003 (the " JV Agreement" ) . The parties to the JV Agreement, other than the Parties, are not party to this Addendum because they no longer own any Partner Interests in the Company and, pursuant to the sale agreement of such Partner Interests, are no longer bound by the JV Agreement, except for its Article 7.3.

(G) In a securities purchase agreement dated 3 October 2003 (the " ESS Grana Securities Purchase Agreement" ), SSC Benelux Inc. has purchased the entire equity participations of European Self Storage SA (" ESS" ) and Grana International (" Grana" ) in the Company, comprising the 4 General Partner Interests owned by ESS and the 1,017 Limited Liability Part ...