Exhibit 10.32


 


EXECUTION COPY


 


FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXTRA SPACE STORAGE LP


 


This First Amendment to Second Amended and Restated Agreement of
Limited Partnership of Extra Space Storage LP, dated September 18, 2008
(this “Amendment”), is entered into
by and among ESS Holdings Business Trust I, a Massachusetts business trust (the
“General Partner”) and the limited
partners listed on Exhibit A hereto (the “Limited
Partners”).


 


WHEREAS, the General
Partner and ESS Holdings Business Trust II, a Massachusetts business trust (the
“Parent Limited Partner”;  and collectively with the General Partner and the Limited
Partners, the “Partners”), entered into
that certain First Amended and Restated Agreement of Limited Partnership of
Extra Space Storage LP dated as of August 17, 2004 (the “Original Agreement”);


 


WHEREAS, the General
Partner and the Parent Limited Partner amended and restated the Original
Agreement by entering into that certain Second Amended and Restated Agreement
of Limited Partnership of Extra Space Storage LP (the “Partnership
Agreement”) dated as of June 25, 2007, in order to admit
the Limited Partners into Extra Space Storage LP (the “Partnership”),
including the admission of those Limited Partners that hold Series A
Preferred Units (as defined in the Partnership Agreement), and to set forth the
rights and responsibilities of the Partners and the Partnership;


 


WHEREAS, the
Partners wish to clarify in this Amendment the allocation provisions of the
Partnership Agreement to reflect the original economic understanding and
agreement among the parties with respect to the treatment of depreciation in
allocations of Net Income and Net Loss to Holders of Series A Preferred
Units, as set forth herein; and


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, the parties hereto, intending legally to be bound,
hereby amend the Partnership Agreement as follows:


 


1.                                       Definitions.
Capitalized terms used herein, unless otherwise defined herein, shall have the
same meanings as set forth in the Partnership Agreement.


 


1

















 


2.                                       Amendments.


 


a.                                       Article I
of the Partnership Agreement is hereby amended to include the following
definition in alphabetical order:


 


“Adjusted Section 704(b) Net Income” means, for any
Partnership Year or other applicable period, (i) the Partnership’s Net
Income for such Partnership Year or other applicable period as determined under
the Code, minus (ii) that portion of the Series A Preferred
Priority Return for such Partnership Year or other applicable period that
consists of an amount, with respect to each Series A Preferred Unit, equal
to 5.00% per annum on the Series A Preferred Stated Value per Series A
Preferred Unit, commencing on the date of original issuance of the Series A
Preferred Units.”


 


b.                                      Section 6.2
of the Partnership Agreement is hereby amended by adding a new paragraph D. as
follows:


 


“D.                              Depreciation
Adjustments. Notwithstanding anything to the contrary in Section 6.2.A(a)(iv) of
this Agreement, for any Partnership year or other applicable period, (a) allocations
of Net Income to the Series A Preferred Units with respect to that portion
of their Series A Preferred Priority Return consisting of 5.00% per annum
on the Series A Preferred Stated Value per Series A Preferred Unit shall
be exclusive of Depreciation, and (b) the Series A Preferred Units shall be allocated
Depreciation on a proportionate basis with respect to the remaining portion of
their Series A Preferred Priority Return consisting of the Series A
Preferred Priority Return consisting of the Series A Preferred Return. For
purposes of Section 6.2.D.(b) above, Depreciation shall be
allocated to the Series A Preferred Units based on a fraction, the
numerator of which is that portion of the Series A Preferred Priority
Return for a Partnership Year or other applicable period that constitutes the Series A
Preferred Return, and the denominator of which is the Adjusted Section 704(b) Net
Income for such Partnership Year or other applicable period.”


 


3.                                       Effective
Date. Because this Amendment sets forth the original agreement among the parties
and is intended to be only for purposes of clarification, the parties agree
that this Amendment shall be effective as of June 25, 2007.


 


2

















 


4.                                       Continuing
Effect of Partnership Agreement. Except as modified herein, the Partnership
Agreement is hereby ratified and confirmed in its entirety and shall remain and
continue in full force and effect, provided, however,
that to the extent there shall be a conflict between the provisions of the
Partnership Agreement and this Amendment, the provisions in this Amendment
shall prevail. All references in any document to the Partnership Agreement
shall mean the Partnership Agreement, as amended hereby.


 


5.                                       Counterparts.
This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which shall constitute one and the
same agreement. Facsimile signatures shall be deemed effective execution of
this Amendment and may be relied upon as such. In the event facsimile signatures
are delivered, originals of such signatures shall be delivered within three (3) business
days after execution.


 


[Remainder of Page Left Blank
Intentionally]


 


3

















 


IN WITNESS WHEREOF, this
Amendment has been executed as of the date first written above.


 


 


	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  
	
   

  	
  ESS HOLDINGS BUSINESS TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Kent W.
  Christensen

  
	
   

  	
   

  	
  Name: Kent W. Christensen

  
	
   

  	
   

  	
  Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIMITED PARTNERS:

  
	
   

  	
   

  
	
   

  	
  ESS HOLDINGS BUSINESS TRUST II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kent W. Christensen

  
	
   

  	
   

  	
  Name: Kent W. Christensen

  
	
   

  	
   

  	
  Title: Trustee

  



 


4

















 


EXHIBIT A


 


LIMITED PARTNERS


 


5














 


As
of September 15, 2008


3Q2008
Dividend Record Date 


 


Exhibit A - To The Second Amended and Restated

Agreement of Limited Partnership of Extra Space Storage, LP

(Dated June 25, 2007)


 


PARTNERS AND PARTNERSHIPS UNITS


 


	
   

  	
   

  	
  Name and Address

  	
   

  	
  as of

  	
   

  	
  OP Units

  	
   

  	
  CC Units

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General Partner:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESS
  Holdings Business Trust I 

  2795 East Cottonwood Parkway, Suite 400 

  Salt Lake City, UT 84121

  	
   

  	
   

  	
   

  	
  874,357

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Limited Partners:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESS
  Holdings Business Trust II 

  2795 East Cottonwood Parkway, Suite 400 

  Salt Lake City, UT 84121

  	
   

  	
   

  	
   

  	
  81,462,315

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Kenneth
  M Woolley 

  2485 Haven Lane 

  Salt Lake City, UT 84117

  	
   

  	
  8/5/2008

  	
   

  	
  212,003

  	
   

  	
  27,998

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Richard
  S. Tanner 

  2875 E Newmans Lane 

  Holladay, UT 84121

  	
   

  	
  8/5/2008

  	
   

  	
  70,667

  	
   

  	
  9,333

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  SSA
  Ventures LLC 

  5120 Cottonwood Lane 

  Salt Lake City, UT 84117

  	
   

  	
  8/5/2008

  	
   

  	
  254,828

  	
   

  	
  33,655

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  David
  Husman 

  1200 North Ashland, Suite 600 

  Chicago, IL 60622

  	
   

  	
   

  	
   

  	
  92,074

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Michael
  Husman 

  1200 North Ashland, Suite 600 

  Chicago, IL 60622

  	
   

  	
   

  	
   

  	
  22,854

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Daveco
  Extra, LLC 

  53 Mountain Blvd Suite #204 

  Warren, NJ 07059

  	
   

  	
  7/21/2006

  	
   

  	
  638,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  David
  A. Lackland 

  53 Mountain Blvd Suite #204 

  Warren, NJ 07059

  	
   

  	
   

  	
   

  	
  12,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Gerald & Natalie L Marks Living Trust

  Dated August 4th, 1994 

  16224
  Meadow Ridge Way

  Encino, CA 91436

  	
   

  	
  4/16/2007

  	
   

  	
  26,773

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Johnson
  Family Trust 

  1070 Palisair Place 

  Pacific Palisades, CA 90272

  	
   

  	
   

  	
   

  	
  5,377

  	
   

  	
   

  	
   

  



 


A
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  10

  	
   

  	
  Robert
  J. & Phyllis Y. Sokol Living Trust

  1155 Arrowhead Road

  Pebble Beach, CA 93953

  	
   

  	
   

  	
   

  	
  13,443

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Tamkin
  Family Partners, LP 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  232,099

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Allen
  Sackler Trust 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  249,184

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Sandra
  Tamkin 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  4,556

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Kirshner
  Family Limited Partnership 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  170,851

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Liebes
  Family Properties, LP 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  79,847

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Morton
  and Sally Ann Kirshner Trust 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  64,665

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  John
  and Gail Liebes Trust 

  2444 Wilshire Boulevard, Suite 200 

  Santa Monica, CA 90403

  	
   

  	
   

  	
   

  	
  64,665

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Richard and Marsha Ifland Family Trust

  Dated 2/10/88 

  232
  Vista Bella Drive 

  Santa Cruz, CA 95060

  	
   

  	
   

  	
   

  	
  155,475

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Morrell
  Development, Inc. 

  726 Second Street, Suite 3A 

  Annapolis, MD 21403

  	
   

  	
   

  	
   

  	
  229,499

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  Hollywood
  Industrial Associates, L.P. 

  (Richard H. Prant, General Partner) 

  80 Greenwood Avenue 

  Midland Park, NJ 07432

  	
   

  	
   

  	
   

  	
  659,993

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  ESSJBM,
  LLC 

  c/o Jesse Morgan 

  14025 Rancho Vista Bend 

  San Diego, CA 92130

  	
   

  	
  5/1/2006

  	
   

  	
  257,418

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  ESSCZM,
  LLC 

  c/o Casandra Z. Morgan 

  14025 Rancho Vista Bend 

  San Diego, CA 92130

  	
   

  	
  5/1/2006

  	
   

  	
  47,399

  	
   

  	
   

  	
   

  



 


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  23

  	
   

  	
  Jesse
  B. Morgan

  14025 Rancho Vista Bend

  San Diego, CA 92130

  	
   

  	
  9/1/2006

  	
   

  	
  54,127

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  Casandra
  Z. Morgan 

  14025 Rancho Vista Bend 

  San Diego, CA 92130

  	
   

  	
  9/1/2006

  	
   

  	
  19,721

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  Morgan
  Operating Company LP 

  14025 Rancho Vista Bend 

  San Diego, CA 92130

  	
   

  	
  9/1/2006

  	
   

  	
  108,980

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  Arthur
  Victor II 

  5650 Greenwood Plaza Boulevard, Suite 143 

  Greenwood Village, CO 80111

  	
   

  	
   

  	
   

  	
  143,641

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  Barry
  Bender 

  5650 Greenwood Plaza Boulevard, Suite 143 

  Greenwood Village, CO 80111

  	
   

  	
   

  	
   

  	
  6,868

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28

  	
   

  	
  1400
  Folsom St., LLC 

  Attn: Richard L. Crocker, Manager 

  100 Aviation Way, Corp #4

  Watsonville, CA 95076

  	
   

  	
  11/13/2007

  	
   

  	
  212,027

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  H
  James Knuppe 

  Barbara Knuppe 

  4545 Crow Canyon Place 

  Castro Valley, CA 94552

  	
   

  	
  8/1/2007

  	
   

  	
  989,980

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Number of Outside Partners: 1-29)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL:

  	
   

  	
   

  	
   

  	
  87,435,686

  	
   

  	
  70,986

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OP
  Units held by Extra Space LP:

  	
   

  	
   

  	
   

  	
  82,336,672

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OP
  Units NOT held by Extra Space LP:

  	
   

  	
   

  	
   

  	
  4,109,034

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series A
  OP Units:

  	
   

  	
   

  	
   

  	
  989,980

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total
  Outisde OP & Series A Units:

  	
   

  	
   

  	
   

  	
  5,099,014

  	
   

  	
   

  	
   

  



 


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