FIRST AMENDMENT
TO
LIMITED LIABILITY
COMPANY AGREEMENT
OF
STORAGE PORTFOLIO I LLC
THE FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this "FIRST
AMENDMENT") of STORAGE PORTFOLIO I LLC, a Delaware limited liability company
(the "Company"), dated as of June 7, 1999, amends the Limited Liability Company
Agreement, dated as of May 13, 1999, by and between SUSA PARTNERSHIP, L.P., a
Tennessee limited partnership ("Storage"), as a Member and the Manager, and
XXXXX No. 18 LLC, a Delaware limited liability company ("Investor"), as a Member
of the Company (the "LLC AGREEMENT").
WHEREAS, the Members have determined to amend certain provisions of the LLC
Agreement relating to capital expenditures, monthly reporting by the LLC and the
conversion rights of Investor.
NOW, THEREFORE, in consideration of the mutual promises made herein, the
parties agree as follows:
1. Section 6.3. Section 6.3(b) of the LLC Agreement is amended to add at
the end of the first sentence:
", provided, that the balance sheet and profit and loss statements
referred to on Schedule 6.3 shall be prepared on both a consolidated
and an individual Property basis."
2. Section 9.3(b). Section 9.3(b) of the LLC Agreement is amended by:
(a) striking the first clause of the fourth sentence (up to, but not
including the first comma) and substituting the following in its
place (additions are indicated by italics):
If Storage REIT elects to purchase Investor's Membership
Interest for the REIT Shares Amount and if (i) the Market
Price calculated as of the Valuation Date differs by more than
five percent (5%) from the Market Price Calculated as of the
date Investor issued the Conversion Notice or (ii) the
Investor determines in its reasonable discretion exercised in
good faith that its ownership of the REIT Shares would result
in a violation of internal stock ownership limits applicable
to Investor, any of its members or any Affiliates of such
entities,
(b) adding the following sentence to the end of Section 9.3(b):
If Investor rescinds its Conversion Notice pursuant to clause
(ii) of the fourth sentence of this subparagraph, Investor
shall reimburse the Company for any and all costs and expenses
incurred by the Company in connection with such Conversion
Notice and such rescission, including, without limitation, the
determination of the Fair Market Value of the Properties; the
Investor shall be permitted to rescind only one Conversion
Notice pursuant to such clause (ii) during any twelve-month
period.
3. Section 9.3(d). Section 9.3(d) of the LLC Agreement is amended by
(a) striking the first clause of the fifth sentence (up to and
including the first comma) and substituting the following in its
place (additions are indicated by italics):
If Storage REIT elects pursuant to clause (C)(i) of the
preceding sentence to purchase Investor's Membership Interest
in exchange for REIT Shares and if (i) the Market Price
calculated as of the Valuation Date differs by more than five
percent (5%) from the Market Price calculated as of the date
Investor issued the Conversion Notice, or (ii) the Investor
determines in its reasonable discretion exercised in good
faith that its ownership of the REIT Shares would result in a
violation of internal stock ownership limits applicable to
Investor, any of its members or any Affiliates of such
entities,
(b) adding the following sentence to the end of Section 9.3(d):
If Investor rescinds its Conversion Notice pursuant to clause
(ii) of the fifth sentence of this subparagraph, Investor
shall reimburse the Company for any and all costs and expenses
incurred by the Company in connection such Conversion Notice
and such rescission, including, without limitation, with the
determination of the Fair Market Value of the Properties; the
Investor shall by permitted to rescind only one Conversion
Notice pursuant to such clause (ii) during any twelve-month
period.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, this First Amendment has been duly executed as of June
7, 1999.
STORAGE PORTFOLIO I LLC
By: SUSA PARTNERSHIP, L.P., Manager
By STORAGE USA, INC., Its General Partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SUSA PARTNERSHIP, L.P., as a Member
By STORAGE USA, INC., Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXX No. 18 LLC,
a Delaware limited liability company
By: Fidelity Management Trust Company,
as agent and not individually
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Vice President
Storage USA, Inc. joins this Agreement for purposes of
consenting to the amendments to Section 9.4 herein.
STORAGE USA, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
