FIRST AMENDMENT TO
STORAGE TRUST PROPERTIES, L.P.
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
This Amendment, dated as of November 12, 1996, amends the Amended and
Restated Agreement of Limited Partnership, dated as of November 16, 1994 (the
"Partnership Agreement"), of Storage Trust Properties, L.P., a Delaware
limited partnership (the "Partnership"), by and among Storage Trust Realty, a
Maryland real estate investment trust, as the General Partner (the "General
Partner"), and the Persons whose names are set forth on Exhibit A to the
Partnership Agreement, as the Limited Partners (the "Limited Partners"),
together with any other Persons who become Partners in the Partnership as
provided in the Partnership Agreement.
W I T N E S E T H:
WHEREAS, the Partnership is a Delaware limited partnership existing
under the Delaware Revised Uniform Limited Partnership Act (the "Act")
pursuant to the Partnership Agreement;
WHEREAS, pursuant Section 14.1(b)(4), the General Partner has the power,
without the consent of the Limited Partners, to amend the Partnership
Agreement in order to cure any ambiguity;
WHEREAS, the General Partner has determined that Section 11.7(a) of the
Partnership Agreement contains an ambiguity regarding which Limited Partners
are bound by the Registration Rights and Lock-up Agreement and with respect to
which Units such Limited Partners are so bound; and
WHEREAS, the General Partner desires to amend the Partnership Agreement
to cure such ambiguity.
NOW, THEREFORE, pursuant the authority granted in Section 14.1(b)(4) of
the Partnership Agreement, the General Partner hereby amends the Partnership
Agreement as follows:
1. Amendment. Effective as of the date hereof, Section 11.7(a) of the
Partnership Agreement is hereby amended (i) by adding the phrase "who is a
Limited Partner as of November 16, 1994" immediately following the words "Each
Limited Partner" in the last sentence of such Section 11.7(a) and (ii) by
adding the phrase ", with respect to Units owned by such Limited Partner as of
November 16, 1994," immediately following the words "to be bound" in the last
sentence of such Section 11.7(a).
2. Continuing Effectiveness. As herein amended, the Partnership
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
3. Governing Law. This Amendment shall be governed by the internal
laws of the State of Delaware.
4. Defined Terms. Capitalized terms used and not defined herein
shall have the respective meanings assigned such terms in the Partnership
Agreement.
IN WITNESS WHEREOF, the undersigned, the General Partner of the
Partnership, has executed this Amendment to the Partnership Agreement as of
the date first above written.
STORAGE TRUST REALTY
By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer