EXHIBIT 10
AMENDMENT TO MANAGEMENT AGREEMENTS
This Amendment to Management Agreements is executed as of November 13,
1995, by and among Public Storage Management, Inc. ("PSMI"), Storage
Equities, Inc. ("SEI") and each of the entities whose name appears on the
signature pages hereof under the designation "Owners" (collectively, the
"Owners" and individually, an "Owner").
A. At various dates between May 1976 and May 1978, PSMI and each of
the Owners entered into Management Agreements (collectively, the "Management
Agreements") providing for the management by PSMI of the mini-warehouses
owned by the Owners and monthly payments of management fees equal to 6% of
the gross revenues generated by Owners' mini-warehouses.
B. SEI and PSMI have entered into an Agreement and Plan of
Reorganization dated as of June 30, 1995 pursuant to which PSMI would be
merged with and into SEI. Upon completion of the merger, SEI will manage the
mini-warehouses owned by the Owners.
C. The general partners of the Owners believe that the Owners'
prepayment of management fees on the terms set forth in this Amendment is
financially beneficial to the Owners, and the parties hereto desire to modify
each of the Management Agreements to provide for such prepayment.
Now, therefore, the parties agree as follows:
1. The following shall be added as the last two sentences of the first
paragraph of Section 4 of each of the Management Agreements:
"Upon demand from SEI or PSMI made prior to December 15, 1995, each
of the Owners agrees to pay within 15 days after such demand in advance
up to 12 months of management fees discounted at the rate of 14% per
year (based on the management fees for the comparable period during the
calendar year immediately preceding such prepayment). The property
manager shall be deemed to have earned such prepayments at the time of
payment thereof, and Owners shall not be entitled to a return of such
prepayment, or any portion thereof, under any circumstances. In
addition, the property manager shall not be entitled to any further or
additional payment of management fees for a period with respect to which
a prepayment is made hereunder because the actual gross revenues for
such period would have resulted in a higher management fee had such
prepayment not been made."
2. Other than as set forth in this Amendment, all of the provisions
contained in each of the Management Agreements are hereby ratified and
approved.
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In witness whereof, the undersigned have executed this Amendment, as of
the day and year first above written.
"PSMI"
PUBLIC STORAGE MANAGEMENT, INC.
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
"SEI"
STORAGE EQUITIES, INC.
By: /s/ B. Wayne Hughes
-------------------
B. Wayne Hughes,
Chairman of the Board
"Owners"
PUBLIC STORAGE PARTNERS, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
PUBLIC STORAGE PARTNERS II, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
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PUBLIC STORAGE PROPERTIES, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
PUBLIC STORAGE PROPERTIES IV, LTD
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
PUBLIC STORAGE PROPERTIES V, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.,
Vice President
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