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SECOND AMENDMENT TO
CORPORATE SERVICES AGREEMENT
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This Amendment, which is dated and shall be effective as of January 1,
1997, amends the Corporate Services Agreement dated as of November 16, 1994,
as amended by the First Amendment thereto dated as of January 1, 1996 (the
"Agreement"), by and among Storage Trust Realty, a Maryland real estate
investment trust (the "Company"), Storage Trust Properties, L.P., a Delaware
limited partnership (the "Operating Partnership"), and Storage Realty
Management Co., a Delaware corporation (the "Subsidiary Company").
W I T N E S S E T H:
WHEREAS, the Company, the Operating Partnership and the Subsidiary
Company desire to amend the Agreement set forth in this Amendment;
NOW, THEREFORE, the Company, the Operating Partnership, and the
Subsidiary Company, being all of the parties to the Agreement, hereby amend
the Agreement as follows:
1. Amendment.
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Effective as of the date hereof, Section 2.4.2 of the Agreement
is hereby deleted in its entirety and replaced with the following:
2.4.2 After each quarter, the Operating Partnership shall
submit to the Subsidiary Company a calculation, certified by one
of its executive officers as to its accuracy, of the amount owed
by the Subsidiary Company for services listed on Exhibit A that
the Operating Partnership provided for the Subsidiary Company
during that quarter. The amount owed by the Subsidiary Company
under subsection 2.2.3 and for services listed on Exhibit A shall
be the greater of: (i) $50,000.00 per quarter; or (ii) the amount
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owed under subsection 2.2.3 plus the amount based on the following
formula:
10% of Gross Receipts from
Sales of Locks, Boxes, and Number of Properties Managed
Other Items and the by Subsidiary Company Total Operating
Total Processing of Insurance ----------------------------- Partnership General
Amount Amount Owed and 45% of Subsidiary Total Number of Properties Administrative
Due = under 2.2.3 + Company's Gross Income + Owned or Managed by Operating x Expenses for the x 105%
from Truck Rental Partnership and Subsidiary Quarter, Minus such
Business (Including Company Expenses Reimbursed
Compensation Received in by the Company
Respect of Doing Proper
Paperwork for Truck
Rentals) at Properties
Owned by Operating
Partnership
2. Continuing Effectiveness. As herein amended, the Agreement shall
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remain in full force and effect and is hereby ratified and confirmed in all
respects.
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3. Defined Terms. Capitalized terms used and not defined herein
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shall have the respective meanings assigned such terms in the Agreement.
4. Governing Law. This Amendment shall be governed in all respects,
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whether as to validity, construction, capacity, performance, or otherwise, by
the laws of the state of Missouri, in which it has a situs.
5. Severability. If any provision of this Amendment shall be held
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invalid by a court with jurisdiction over the parties to this Amendment, then
such provision shall be deleted from the Amendment, which shall then be
construed to give effect to the remaining provisions thereof. If any one or
more of the provisions contained in this Amendment or in any other instrument
referred to herein shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, then, to the maximum extent permitted by law,
such invalidity, illegality, or enforceability shall not affect any other
provisions of this Amendment, the Agreement or any other such instrument.
6. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
taken together shall be considered one and the same instrument.
7. Limitation of Liability of Shareholders and Officers of the
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Company. ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY WHICH MAY ARISE
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AT ANY TIME UNDER THIS AMENDMENT OR THE AGREEMENT OR ANY OBLIGATION OR
LIABILITY WHICH MAY BE INCURRED BY IT PURSUANT TO ANY OTHER INSTRUMENT,
TRANSACTION, OR UNDERTAKING CONTEMPLATED HEREBY OR THEREBY SHALL BE SATISFIED,
IF AT ALL, OUT OF THE COMPANY'S ASSETS ONLY. NO SUCH OBLIGATION OR LIABILITY
SHALL BE PERSONALLY BINDING UPON, NOR SHALL RESORT FOR THE ENFORCEMENT THEREOF
BE HAD TO, THE PROPERTY OR ANY OF ITS SHAREHOLDERS, TRUSTEES, OFFICERS,
EMPLOYEES, OR AGENTS, REGARDLESS OF WHETHER SUCH OBLIGATION OR LIABILITY IS IN
THE NATURE OF CONTRACT, TORT, OR OTHERWISE.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
STORAGE TRUST REALTY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx,
Chief Executive Officer
STORAGE TRUST PROPERTIES, L.P.
By: Storage Trust Realty, General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx,
Chief Executive Officer
STORAGE REALTY MANAGEMENT CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
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