FIRST AMENDMENT TO
CORPORATE SERVICES AGREEMENT
This Amendment, dated as of January 1, 1996, amends the Corporate
Services Agreement, dated as of November 16, 1994 (the "Agreement"), by and
among of 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 E T H:
WHEREAS, the Company, the Operating Partnership and the Subsidiary
Company desire to amend the Agreement as set forth in this Amendment;
N O W, 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. Amendments.
(a) 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 lesser of (i) $50,000 per quarter or (ii) the amount owed
under subsection 2.2.3 plus the amount determined on the following
basis:
3% of Gross Receipts From
Sales of Locks, Boxes and Other Items and
the Processing of Insurance
and 45% of Subsidiary Company's
Gross Income from Truck Rental
Business (Including Compensation Received
in Respect of Doing
Proper Paperwork for Truck Rentals)
at Properties
Owned by Operating
Partnership
Amount Owed = +
Number of Properties Managed Total Operating Partnership
by Subsidiary Company General Administrative
Total Number of Properties x Expenses for the Quarter, Minus
Owned or Managed by Operating such Expenses Reimbursed by the
Partnership and Subsidiary Company Company
(b) Effective as of the date hereof, line 14 on EXHIBIT A to the
Agreement is hereby deleted in its entirety and replaced with the
following:
14. Sales of Locks, Boxes and Other Items and Processing of
Insurance and Truck Rental and Related Site Use at Operating
Partnership Properties
2. Continuing Effectiveness. As herein amended, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
3. Defined Terms. Capitalized terms used and not defined herein
shall have the respective meanings assigned such terms in the Agreement.
4. Governing Law. This Amendment shall be governed in all respects,
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
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
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
Company. ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY WHICH MAY
ARISE 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 OF 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.
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
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
STORAGE TRUST PROPERTIES, L.P.
By: Storage Trust Realty,
General Partner
By:/s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
STORAGE REALTY MANAGEMENT CO.
By:/s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: President
