SECOND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
STORAGE TRUST PROPERTIES, L.P.
The undersigned, being the sole general partner of Storage Trust
Properties, L.P. (the "Partnership"), and having received the consent of limited
partners holding at least a majority of the Percentage Interests of the Limited
Partners of the Partnership, does hereby amend the Amended and Restated
Agreement of Limited Partnership, dated as of November 16, 1994, as previously
amended (the "Agreement"), in accordance with Section 14.1(a) thereof, as
follows:
1. The following definitions in ARTICLE I are amended to read as
follows:
"COMMON SHARES" means the shares of common stock,
$.10 par value per share, of the General Partner. If, pursuant
to the authority granted in SECTION 11.2(b), all or any
portion of the General Partnership Interest is transferred to
an entity that is, directly or indirectly, wholly-owned by the
General Partner, references in this Agreement to Common Shares
shall be to the shares of common equity of the ultimate
controlling parent entity of the General Partner.
"GENERAL PARTNER" means Public Storage, Inc., a
California corporation, or its successors or assigns as a
general partner of the Partnership, except to the extent that
a reference to the General Partner, by its context, indicates
a reference to Storage Trust Realty, a Maryland real estate
investment trust, as the original general partner of the
Partnership, such as in the definitions of "Effective Date"
and "Representative". If, pursuant to the authority granted in
SECTION 11.2(b), all or any portion of the General Partnership
Interest is transferred to an entity that is, directly or
indirectly, wholly-owned by the General Partner, references in
this Agreement to the General Partner shall be deemed, if the
context is appropriate, to be references to either the
ultimate controlling parent entity of the General Partner, the
entity actually owning the General Partnership Interest, or
both.
"REDEMPTION AMOUNT" means an amount of cash per
Partnership Unit equal to the Value on the Valuation Date of
the Common Shares that the Partner being redeemed would have
been entitled to receive under SECTION 4.2(e). The Redemption
Amount shall be increased by the amount, if any, of the then
unpaid balance in the Unpaid Distribution Account maintained
for the Partnership Units that are purchased by the General
Partner pursuant to SECTION 8.6.
"UNIT ADJUSTMENT FACTOR" means initially 1.0;
PROVIDED that in the event that Public Storage (a) declares or
pays a dividend on its outstanding Common Shares in Common
Shares or makes a distribution to all holders of its
outstanding Common Shares in Common Shares, (b) subdivides its
outstanding Common Shares, or (c) combines its outstanding
Common Shares into a smaller number of Common Shares, the Unit
Adjustment Factor shall be adjusted to become a fraction, the
numerator of which shall be the number of Common Shares issued
and outstanding on the record date (assuming for such purposes
that such dividend, distribution, subdivision or combination
has occurred as of such time), and the denominator of which
shall be the actual number of Common Shares (determined
without the above assumption) issued and outstanding on the
record date for such dividend, distribution, subdivision or
combination. Any adjustment to the Unit Adjustment Factor
shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such
event; PROVIDED FURTHER, that immediately subsequent to any
Transaction either under which Public Storage (or, if the Unit
Adjustment Factor has previously been adjusted under this
proviso, the applicable successor) is not the surviving party
Exhibit - 10.25
or in which Public Storage survives but becomes the subsidiary
of another Person, the Unit Adjustment Factor shall be
adjusted by multiplying it by the number of Shares of the
successor to which the holders of Shares of Public Storage
(or, if applicable, Shares of the successor) are entitled to
receive for each such Share in connection with such
Transaction; provided further, that immediately following the
merger of Storage Trust Realty, a Maryland real estate
investment trust, with or into Public Storage, or a subsidiary
of Public Storage, pursuant to that certain Agreement and Plan
of Merger dated November 12, 1998, by and among Storage Trust
Realty, Public Storage and Newco Merger Subsidiary, as it may
have been amended from time to time, the Unit Adjustment
Factor shall be adjusted to become 0.86.
2. The following definition in ARTICLE I is deleted:
"DECLARATION OF TRUST"
3. The following definitions are added in their appropriate
alphabetical order to ARTICLE I:
"ARTICLES" mean Public Storage, Inc.'s Restated
Articles of Incorporation filed with the California Secretary
of State on August 1, 1989, as amended from time to time.
"UNPAID DISTRIBUTION ACCOUNT" means an account
maintained with respect to each Limited Partnership Unit to
which shall be credited on a quarterly basis, but only to the
extent not distributed currently in accordance with clause
(ii) of SECTION 5.1 hereof, an amount per Limited Partnership
Unit equal to the dividend per Share paid by the General
Partner for such quarter, and from which shall be debited the
amount of any distributions of Available Cash with respect to
such Unpaid Distribution Account pursuant to clause (i) of
SECTION 5.1.
4. Each reference to "Declaration of Trust" in the Partnership
Agreement is amended to refer to "Articles".
5. SECTION 4.1(b)(2) is deleted in its entirety.
6. SECTION 4.1(b)(1) is amended to delete the two references to
Section 4.1(b)(2) in line 2 and line 10 and to renumber it as
Section 4.1(b).
7. SECTION 4.2(b) is deleted in its entirety.
8. SECTION 4.2(c) is restated in its entirety as follows:
(c) ISSUANCE OF ADDITIONAL COMMON SHARES. The General
Partner is explicitly authorized to issue additional Common
Shares or preferred Shares of Beneficial Interest of the
General Partner, or rights, options, warrants or convertible
or exchangeable securities containing the right to subscribe
for or purchase Common Shares ("NEW SECURITIES") and in
connection therewith (i) the General Partner may, but shall
not be obligated to, cause the Partnership to issue to the
General Partner Partnership Interests or rights, options,
warrants or convertible or exchangeable securities of the
Partnership having designations, preferences and other rights,
all such that the economic interests are substantially similar
to those of the New Securities, and (ii) in such event, the
General Partner shall contribute the net proceeds from the
issuance of such New Securities and from the exercise of
rights contained in such New Securities to the Partnership. In
connection with the issuance of Partnership interests which
are substantially similar to New Securities, the General
Partner is authorized to modify or amend the distributions or
allocations hereunder solely to the extent necessary to give
effect to the designations, preferences and other rights
pertaining to such Partnership Interests.
Exhibit - 10.25
9. SECTION 4.2(d)(1) is deleted in its entirety.
10. SECTION 4.2(e) is amended by adding a new SECTION 4.2(e)(3)
which reads in its entirety as follows:
(3) On the date of any exchange pursuant to SECTION
4.2(e)(1), the General Partner shall pay to any Converting
Partner the then unreturned balances in the Unpaid
Distribution Accounts maintained for the Partnership Units
that are the subject of the Notice of Conversion and are
exchanged pursuant to that provision.
11. SECTION 4.4(d)(2) is amended to correct an error in the 13th
line which reads "clauses (a) and (b) above", to read "clauses
(i) and (ii) above".
12. SECTION 5.1 is amended to read in its entirety as follows:
Section 5.1 REQUIREMENT AND CHARACTERIZATION OF
DISTRIBUTIONS. Subject to SECTIONS 5.2 and 5.3 hereof, the
General Partner shall distribute quarterly an amount equal to
one hundred percent (100%) of Available Cash generated by the
Partnership during such quarter to the Partners who are
Partners on the Partnership Record Date with respect to such
quarter in the following order of priority and to the extent
of such Available Cash: (i) first, to each Limited Partner to
the extent of and in proportion to the then unreturned balance
of the Unpaid Distribution Account maintained with respect to
each Partnership Unit held by such Limited Partner, (ii)
second, to each Limited Partner to the extent of and in
proportion to an amount per Partnership Unit held by such
Limited Partner equal to the dividend per Common Share paid by
the General Partner for such quarter and (iii) third, the
balance, if any, of the Available Cash for such quarter shall
be distributed to the General Partner in respect of its
Partnership Units. No distribution shall be made for any
distribution period in respect of Partnership Units held by
the General Partner unless all distributions due the Limited
Partners in accordance with clauses (i) and (ii) of this
SECTION 5.1 shall have been paid for all prior periods.
Notwithstanding anything to the contrary contained herein, in
no event may a Partner receive a distribution of Available
Cash with respect to a Unit if such Partner is entitled to
receive a dividend for such quarter with respect to a Common
Share for which such Unit has been redeemed or exchanged (it
being understood that such Partner will in any event be
entitled to receive the full amount payable in respect of such
Units and/or Common Shares for such period).
13. SECTION 6.1(a) is amended to read in its entirety as follows:
(a) NET INCOME. After giving effect to the special
allocations set forth in SECTION 6.2 below, Net Income shall
be allocated (i) first, to the General Partner to the extent
that, on a cumulative basis, Net Losses previously allocated
to the General Partner pursuant to the last sentence of
Section 6.1(b) exceed Net Income previously allocated to the
General Partner pursuant to this clause (i) of SECTION 6.1(a),
(ii) second, to the Partners to the extent and in the reverse
order and in the same proportion that, on a cumulative basis,
Net Losses previously allocated to the Partners pursuant to
the first sentence of SECTION 6.1(b) exceed Net Income
previously allocated to the Partners pursuant to this clause
(ii) of SECTION 6.1(a), (iii) third, to each Limited Partner
until each Limited Partner has been allocated, on a cumulative
basis, Net Income equal to the sum of the distributions paid
to such Limited Partner and the unreturned balances in the
Unpaid Distribution Accounts maintained with respect to the
Partnership Units held by such Limited Partner, and (iv)
thereafter, to the General Partner.
Exhibit - 10.25
14. SECTION 7.1(a)(3) is amended to include the following clause
at its conclusion:
, which powers shall include, without limitation, the power to
pledge any or all of the assets of the Partnership to secure a
loan or other financing to the General Partner or Public
Storage (the proceeds of which are not required to be
contributed or loaned to this Partnership), provided, however,
that in the event of any such pledge the General Partner shall
indemnify the Limited Partners to the extent any foreclosure
on such pledge results in a loss in the value of the Limited
Partnership Interests and shall indemnify the Partnership and
the Limited Partners to the extent that any such pledge (or
foreclosure thereon) results in a decrease in Available Cash
for distribution pursuant to Article V hereof;
15. SECTION 7.5 is amended to read in its entirety as follows:
Section 7.5 OUTSIDE ACTIVITIES OF THE GENERAL
PARTNER. The General Partner may engage in or possess an
interest in other business ventures of every nature and
description, independently or with others, including, but not
limited to, the ownership, financing, leasing, management,
syndication, investment, brokerage and development of real
property of any kind whatsoever (including self-storage
facilities), and neither the Partnership nor any of the
Partners shall have any right by virtue of this Agreement in
and to such independent ventures or to the income or profits
derived therefrom.
16. SECTION 11.2(b) is amended to read in its entirety as follows:
(b) TRANSFER TO WHOLLY-OWNED ENTITIES. The General
Partner may transfer all or any portion of its General
Partnership Interests to an entity that is, directly or
indirectly, wholly-owned by the General Partner, and such
entity may be substituted as General Partner, so long as such
transfer does not adversely alter the rights of a Partner to
receive distributions pursuant to Article V or the allocations
specified in ARTICLE VI (except as permitted pursuant to
SECTION 4.2 and SECTION 14.1(b)(3) hereof) or alter or modify
the Conversion Right or the Redemption Amount as set forth in
SECTIONS 4.2(e) and 8.6, and related definitions hereof.
Except as otherwise specifically modified hereby, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, being the general partner of the
Partnership has executed this Amendment as of the 12th day of March, 1999.
STORAGE TRUST REALTY
By: /s/ Stephen M. Dulle
-----------------------
Stephen M. Dulle
Chief Financial Officer
Exhibit - 10.25