EXHIBIT 10.2
FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION
AGREEMENT (this “ Amendment ”) is made as of
August 13, 2009 (the “ Effective Date ”) by
and between YSI VENTURE LP LLC , a Delaware limited
liability company (“ Operator LP ”), and HART
— YSI INVESTOR LP LLC , a Delaware limited liability
company (“ Investor LP ”).
RECITALS
A.
On August 6, 2009, Operator LP
and Investor LP entered into that certain Contribution Agreement
(the “ Contribution Agreement ”) pursuant to
which a joint venture would be formed to own certain real
estate. Capitalized terms used herein, but not defined in
this Amendment, shall have the meanings given to such terms in the
Contribution Agreement.
B.
Operator LP and Investor LP now wish
to modify certain terms and provisions of the Contribution
Agreement on the terms set forth in this Amendment.
In consideration of the foregoing
statements and the mutual agreements herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree, each intending to be
legally bound, as follows:
1.
Amendment to
Section 7.4(a) .
Section 7.4(a) of the Agreement is hereby
modified to add an additional subsection (vii) as
follows:
“(vii)
arising from or
in connection with any claim or proceeding against the Investor LP,
Investor GP or the Company by a bankruptcy trustee or other third
party in, or in connection with, a bankruptcy, insolvency or other
creditors’ rights action or proceeding in which U-Store-It
Trust, a Maryland real estate investment trust, YSI LP, Operator
LP, Operator GP or any of their Affiliates is a debtor, the result
of which causes the Company to lose any right, title or interest in
all or any of the Locations, or any of its other assets; provided,
however, to the extent that the Company actually recovers any of
such loss from the applicable title company as a result of title
insurance coverage under the Company’s title insurance
policies, the amount of such recovery shall reduce the amount of
the loss covered under the indemnity provisions of this subsection
(vii); and if Operator LP has already reimbursed the Company for
such loss, then the Company shall refund to Operator LP the amount
of such reimbursement to the extent of such recovery under the
Company’s title insurance policies.”
The other portions of
Section 7.4(a) contained in the Contribution
Agreement shall otherwise remain unchanged and in full force and
effect.
2.
Amendment of
Agreements at Second Closing Date . If a Closing shall
occur on the Second Closing Date pursuant to the terms of the
Contribution Agreement, then Investor LP and Operator LP agree that
the New Management Agreement and the New Services Agreement shall
be amended as of the Second Closing Date so as to include all
additional Locations which are contributed to the Company as of the
Second Closing Date within the terms of said
agreements.
