EXHIBIT
10.1


EXECUTION COPY


FIRST AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
dated as of June 12, 2007 by and among U-STORE-IT, L.P. (the “Borrower”),
U-STORE-IT TRUST (the “Parent”), each of the Lenders party hereto, and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).


WHEREAS, the Borrower, the Parent, the Lenders, the
Agent and certain other parties have entered into that certain Credit Agreement
dated as of November 21, 2006 (as amended and in effect immediately prior
to the date hereof, the “Credit Agreement”); and


WHEREAS, the Borrower, the Parent, the Lenders, and
the Agent desire to amend certain provisions of the Credit Agreement on the
terms and conditions contained herein.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, the parties hereto hereby agree as follows:


Section 1. 
Specific Amendments to Credit Agreement.  The parties hereto agree that the Credit
Agreement is amended as follows:


(a)                                  The
Credit Agreement is amended by adding the following definitions of “Agent’s
Correspondent”, “Alternate Currency”, “Alternate Currency Commitment”, “Alternate
Currency Equivalent”, “Alternate Currency Lender”, “Alternate Currency Loan”, “Alternate
Currency Note”, “Currency”, “Dollar Equivalent”, “Lower Occupancy Property”, “Mandatory
Cost” “Notice of Alternate Currency Borrowing” and “Refunding Event” in the
appropriate alphabetical location in Section 1.1 thereof:


“Agent’s Correspondent” means Wachovia Bank, National
Association, London Branch, or any other financial institution designated by
the Agent to act as its correspondent hereunder with respect to the
distribution and payment of Alternate Currency Loans.


“Alternate Currency” means Pound Sterling, so long as
(i) such Currency is freely transferable and convertible into Dollars and
(ii) no central bank or other governmental authorization in the country of
issue of such Currency is required to permit use of such Currency by any Lender
for making any Loan and/or to permit the Borrower to borrow and repay the
principal thereof and to pay the interest thereon (unless such authorization
has been obtained and is in full force and effect).













“Alternate Currency Commitment” means the obligation of the
Alternate Currency Lender to make Alternate Currency Loans pursuant to Section 2.18
in an amount up to, but not exceeding, the Alternate Currency Equivalent of $15,000,000,
as such amount may be reduced in accordance with the terms of this Agreement.


“Alternate Currency Equivalent” means, with respect to any
amount in Dollars, the amount of Alternate Currency that could be purchased
with such amount of Dollars using the reciprocal of the foreign exchange
rate(s) specified in the definition of the term “Dollar Equivalent”, as
determined by the Agent or the Agent’s Correspondent.


“Alternate Currency Lender” means Wachovia Bank, National
Association, in its capacity as alternate currency lender hereunder.


“Alternate Currency Loan” means a LIBOR Loan made by the
Alternate Currency Lender denominated in the Alternate Currency.


“Alternate Currency Note” means the promissory note of the
Borrower payable to the order of the Alternate Currency Lender substantially in
the form of Exhibit Q.


“Currency” means Dollars or the Alternate Currency.


“Dollar Equivalent” means with respect to any monetary amount
in the Alternate Currency, at any time for the determination thereof, the
amount of Dollars obtained by converting the Alternate Currency involved in
such computation into Dollars calculated on the basis of the most favorable
spot exchange rate determined by the Agent or the Agent’s Correspondent for the
purchase of Dollars with the Alternate Currency at the relevant time on the
date of determination thereof specified herein or, if the date of determination
thereof is not otherwise specified herein, on the date two Business Days prior
to such determination.


“Lower Occupancy Property” means a
Storage Property that (a) either (i) has been owned for more than six quarters
or (ii) which originally was a Development Property and (b) has an Occupancy
Rate of at least 50% but less than 70%.


“Mandatory Cost” means the cost to the Alternate Currency
Lender of complying with all reserve, special deposit, capital adequacy,
solvency, liquidity ratios, fees or other requirements of or imposed by any
Governmental Authority attributable to each Alternate Currency Loan or any
unpaid sum (rounded up if necessary to 4 decimal places) as determined by the
Alternate Currency Lender.



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“Notice of Alternate Currency Borrowing” means a notice
substantially in the form of Exhibit R to be delivered to the Agent
pursuant to Section 2.18(b) evidencing the Borrower’s request for an
Alternate Currency Loan.


“Refunding Event” means (a) the occurrence of a Default
or Event of Default or (b) the suspension of the obligation of the
Alternate Currency Lender to make or Continue Alternate Currency Loans pursuant
to Section 2.18(p), 5.1(b) or 5.3.


(b)                                 The
Credit Agreement is amended by restating in full the definitions of “Adjusted
Asset Value”, “Business Day”, “Capitalization Rate”, “Consolidated Adjusted
Asset Value”, “Development Property”, “Eligible Property”, “Interest Period”, “Lender”,
“LIBOR”, “LIBOR Loan”, “Loan”, “Note”, “Requisite Lenders”, “Revolving
Commitment”, “Stabilized Storage Property” and “Unencumbered Property Pool
Value” contained in Section 1.1 thereof as follows:


“Adjusted Asset Value” means, with
respect to any Stabilized Storage Property or Lower Occupancy Property owned in
fee simple or leased by the Borrower or any of its Subsidiaries and on any date
of determination, an amount equal to (a) the Net Operating Income of such
Stabilized Storage Property or Lower Occupancy Property for the 2 full fiscal
quarters of the Parent most recently ended for which financial statements are
available multiplied by (b) 2 and divided by (c) the applicable
Capitalization Rate.


“Business Day” means (a) any day other
than a Saturday, Sunday or other day on which banks in Charlotte, North
Carolina are authorized or required to close and (b) with reference to a LIBOR
Loan or LIBOR Margin Loan (i) any such day that is also a day on which dealings in deposits of the
applicable Currency are carried out in the London interbank market and
(ii) in the case of an Alternate Currency Loan, such days is also a day on
which banks are open for the conduct of their domestic and international
business in the place where the Agent or the Agent’s Correspondent shall make
available Loans in such Currency.


“Capitalization Rate” means (a) 8.00%
with respect to any Stabilized Storage Property and (b) 10.00% with
respect to any Lower Occupancy Property.


“Consolidated Adjusted Asset Value”
means, on any date of determination, the sum (without duplication) of
(a) the aggregate Adjusted Asset Value of all Stabilized Storage
Properties and Lower Occupancy Properties of the Borrower and its Subsidiaries
on such date plus (b) the undepreciated book value (determined in
accordance with GAAP) of all Development Properties plus (c) an
amount equal to the Acquisition Price of all Properties owned in fee simple or
leased by a Loan Party for less than 6 full fiscal quarters ended prior to such
date of determination plus (d) the book value (determined in accordance with
GAAP) of all other tangible assets of the Parent and its Subsidiaries on such
date, provided that, (x) the portion of the Consolidated Adjusted
Asset Value attributable to clause (d) above shall not exceed 5.0% of the Consolidated
Adjusted Asset Value, (y) the portion of the Consolidated Adjusted Asset
Value 



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attributable
to Development Properties shall not exceed 15% of the Consolidated Adjusted
Asset Value and any excess of such amounts shall be excluded when determining
the Consolidated Adjusted Asset Value and (z) the portion of the Consolidated
Adjusted Asset Value attributable to Lower Occupancy Properties shall not
exceed 15% of the Consolidated Adjusted Asset Value and any excess of such
amounts shall be excluded when determining the Consolidated Adjusted Asset
Value.  The Borrower’s pro rata share of
assets held by Unconsolidated Affiliates will be included in Consolidated
Adjusted Asset Value calculations consistent with the above described treatment
for wholly owned assets.


“Development Property” means a Property
currently under development as a Storage Property that does not have an Occupancy
Rate of 50% or more or, subject to the last sentence of this definition, on
which the improvements (other than tenant improvements on unoccupied space) related
to the development have not been completed. 
A Development Property on which all improvements (other than tenant
improvements on unoccupied space) related to the development of such Property
have been completed for at least 36 months shall cease to constitute a
Development Property notwithstanding the fact that such Property does not have
an Occupancy Rate of at least 50%.


“Eligible Property” means a Property
which satisfies all of the following requirements:  (a) such Property is owned, or leased under
a Ground Lease, by the Borrower or a Subsidiary that is a Guarantor;
(b) such Property is (i) a Stabilized Storage Property, (ii) a
Development Property or (iii) a Lower Occupancy Property; (c) such
Property is located in one of the 48 contiguous states of the United States of
America or in the District of Columbia; (d) neither such Property, nor any
interest of the Borrower or any Subsidiary thereof therein, is subject to any
Lien (other than Permitted Liens described in clauses (a) through (e) of the
definition thereof) or any Negative Pledge; (e) if such Property is owned
by a Subsidiary that is a Guarantor, (i) none of the Borrower’s or the
Parent’s direct or indirect ownership interest in such Subsidiary is subject to
any Lien (other than Permitted Liens described in clauses (a) through (e) of
the definition thereof) or any Negative Pledge and (ii) the Borrower
directly, or indirectly through a Subsidiary, has the right to take the
following actions without the need to obtain the consent of any Person:  (A) to create Liens on such Property as
security for Indebtedness of the Parent, the Borrower or such Subsidiary, and
(B) to sell, transfer or otherwise dispose of such Property; and
(f) such Property is free of all structural defects or major architectural
deficiencies, title defects, environmental conditions or other adverse matters
except for defects, deficiencies, conditions or other matters individually or
collectively which are not material to the profitable operation of such
Property.



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“Interest Period” means:


(a)                                  with respect to any LIBOR Loan, each period
commencing on the date such LIBOR Loan is made, or in the case of the
Continuation of a LIBOR Loan the last day of the preceding Interest Period for
such Loan, and ending 1, 2, 3 or 6 months thereafter, as the Borrower may
select in a Notice of Borrowing, Notice of Alternate Currency Borrowing, Notice
of Continuation or Notice of Conversion, as the case may be, except that each
Interest Period that commences on the last Business Day of a calendar month, or
on a day for which there is no corresponding day in the appropriate subsequent
calendar month, shall end on the last Business Day of the appropriate
subsequent calendar month.


(b)                                 with
respect to any Bid Rate Loan, the period commencing on the date such Bid Rate
Loan is made and ending on any Business Day not less than 7 nor more than 180
days thereafter, as the Borrower may select as provided in Section 2.3(b).


Notwithstanding
the foregoing:  (i) if any Interest
Period would otherwise end after the Termination Date, such Interest Period
shall end on the Termination Date; and (ii) each Interest Period that
would otherwise end on a day which is not a Business Day shall end on the
immediately following Business Day (or, if such immediately following Business
Day falls in the next calendar month, on the immediately preceding Business
Day).


“Lender” means each financial
institution from time to time party hereto as a “Lender” or a “Designated
Lender,” together with its respective successors and permitted assigns, and as
the context requires, includes the Swingline Lender and the Alternate Currency
Lender; provided, however, that the term “Lender” shall exclude each Designated
Lender when used in reference to any Loan other than a Bid Rate Loan, the Commitments
or terms relating to any Loan other than a Bid Rate Loan and shall further
exclude each Designated Lender for all other purposes under the Loan Documents
except that any Designated Lender which funds a Bid Rate Loan shall, subject to
Section 13.5(h), have the rights (including the rights given to a Lender
contained in Sections 13.2 and 13.9) and obligations of a Lender
associated with holding such Bid Rate Loan.


“LIBOR” means, for any LIBOR Loan or any LIBOR Margin Loan
for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any
successor page) as the London interbank offered rate for deposits in the
Currency in which such Loan is denominated at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period. 
If for any reason such rate is not available, the term “LIBOR” shall
mean, for any LIBOR Loan or LIBOR Margin Loan for any Interest Period therefor,
the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on the Reuters Screen LIBO Page as the London interbank 



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offered rate for deposits
in the Currency in which such Loan is denominated at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on the Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates. 
If for any reason none of the foregoing rates is available, LIBOR shall
be, for any Interest Period and any Currency, the rate per annum reasonably
determined by the Agent as the rate of interest at which deposits in such
Currency in the approximate amount of the LIBOR Loan comprising part of such
borrowing, LIBOR Margin Loan or Alternate Currency Loan would be offered by the
Agent (or the Agent’s Correspondent) to major banks in the London interbank market
at their request at or about 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period.


“LIBOR Loan” means a Revolving Loan, a Term
Loan or an Alternate Currency Loan
bearing interest at a rate based on LIBOR.


“Loan” means a Revolving Loan, a
Term Loan, a Bid Rate Loan, a
Swingline Loan, or an Alternate Currency Loan.


“Note” means a Revolving Note, a
Term Note, a Bid Rate Note, a
Swingline Note or an Alternate Currency Note.


“Requisite Lenders” means, as of any
date, Lenders having at least 66-2/3% of the aggregate amount of the
Commitments (not held by Defaulting Lenders who are not entitled to vote), or,
if all of the Commitments have been terminated or reduced to zero, Lenders
holding at least 66-2/3% of the principal amount of the aggregate
outstanding Loans and Letter of Credit Liabilities (not held by Defaulting
Lenders who are not entitled to vote). 
Commitments, Loans and Letter of Credit Liabilities held by Defaulting Lenders
shall be disregarded when determining the Requisite Lenders.  For purposes of this definition, a Lender
(other than the Swingline Lender and the Alternate Currency Lender) shall be
deemed to hold a Swingline Loan, an Alternate Currency Loan or a Letter of
Credit Liability to the extent such Lender has acquired a participation therein
under the terms of this Agreement and has not failed to perform its obligations
in respect of such participation.


“Revolving Commitment” means, as to each Lender (other than
the Swingline Lender and the Alternate Currency Lender), such Lender’s
obligation (a) to make Revolving Loans pursuant to Section 2.1,
(b) to issue (in the case of the Lender then acting as the Agent) or
participate in (in the case of the other Lenders) Letters of Credit pursuant to
Section 2.5(a) and 2.5(i), respectively (but in the case of the Lender
acting as the Agent excluding the aggregate amount of participations in the
Letters of Credit held by the other Lenders), (c) to participate in
Swingline Loans pursuant to Section 2.4(e), and (d) to participate in
Alternate 



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Currency Loans pursuant
to Section 2.18(d), in each case, in an amount up to, but not exceeding,
the amount set forth for such Lender on its signature page hereto as such
Lender’s “Revolving Commitment Amount” or as set forth in the applicable
Assignment and Acceptance Agreement, as the same may be reduced from time to
time pursuant to Section 2.13 or as appropriate to reflect any assignments
to or by such Lender effected in accordance with Section 13.5.


“Stabilized Storage Property” means a
Storage Property that (a) has been owned for more than six quarters and (b) has
an Occupancy Rate of at least 70%.


“Unencumbered Property Pool Value”
means, with respect to each Unencumbered Pool Property, on any date of
determination (a) if such Property has been owned in fee simple or leased
by a Loan Party for more than 6 full fiscal quarters ended prior to such date
of determination and financial statements are available for such period, an amount
equal to (i) the Net Operating Income of such Property for the 2 full
fiscal quarters of the Borrower most recently ended for which financial
statements are available multiplied by (ii) 2 divided by
(iii) the applicable Capitalization Rate, (b) if such Property is a
Development Property, the book value of such Property determined in accordance
with GAAP, and (c) otherwise, the Acquisition Price of such Property.  Notwithstanding the foregoing, (A) to the
extent that the Unencumbered Property Pool Value attributable to Properties
subject to a Ground Lease would exceed 15% of the Unencumbered Property Pool
Value, such excess shall be excluded from the Unencumbered Property Pool Value,
(B) to the extent that the Unencumbered Property Pool Value attributable to
Development Properties would exceed 10% of the Unencumbered Property Pool
Value, such excess shall be excluded from the Unencumbered Property Pool Value
and (C) to the extent that the Unencumbered Property Pool Value attributable to
Lower Occupancy Properties would exceed 15% of the Unencumbered Property Pool
Value, such excess shall be excluded from the Unencumbered Property Pool Value.


(c)                                  The
Credit Agreement is amended by adding to the end of Article II the following
new Section:


Section
2.18.  Alternate Currency Loans.


(a)                                  Alternate
Currency Loans.  Subject to the terms
and conditions hereof, during the period from the Effective Date to but
excluding the Termination Date, the Alternate Currency Lender agrees to make
Alternate Currency Loans in the Alternate Currency to the Borrower in an
aggregate principal amount at any one time outstanding up to, but not
exceeding, the amount of the Alternate Currency Commitment.  Subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Alternate 



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Currency Loans
hereunder.  The Alternate Currency Loans
shall, in addition to this Agreement, be evidenced by the Alternate Currency
Note.


(b)                                 Procedure
for Borrowing Alternate Currency Loans. 
The Borrower shall give the Agent and the Alternate Currency Lender
notice pursuant to a Notice of Alternate Currency Borrowing or telephonic
notice of each borrowing of Alternate Currency Loans.  Each Notice of Alternate Currency Borrowing
shall be delivered to the Agent no later than 10:00 a.m. on the date four
Business Days prior to the proposed date of such borrowing.  Any such notice given telephonically shall
include all information to be specified in a written Notice of Alternate
Currency Borrowing and shall be promptly confirmed in writing by the Borrower
pursuant to a Notice of Alternate Currency Borrowing sent to the Agent by
telecopy on the same day of the giving of such telephonic notice.  Not later than 11:00 a.m. (the local time of
the Agent’s Correspondent) on the date of the requested Alternate Currency Loan
and subject to satisfaction of the applicable conditions set forth in
Article VI and in any other Loan Document for such borrowing, the
Alternate Currency Lender will make available to the Agent for the account of
the Borrower at the office of the Agent’s Correspondent the proceeds of such
Alternate Currency Loan in immediately available funds and in the Alternate
Currency.


(c)                                  Refunding
of Alternate Currency Loans.  Upon
the occurrence of a Refunding Event, the Alternate Currency Lender may, on
behalf of the Borrower (which hereby irrevocably directs the Alternate Currency
Lender to act on its behalf), request a borrowing of Base Rate Loans from the
Lenders in an amount equal to the Dollar Equivalent of any Alternate Currency
Loan at such time.  The limitations of
Section 3.5(a) shall not apply to any borrowing of Base Rate Loans made
pursuant to this subsection.  The
Alternate Currency Lender shall give notice to the Agent (which shall promptly
notify each Lender) of any such borrowing of Base Rate Loans not later than
12:00 noon on the proposed date of such borrowing.  No later than 3:00 p.m. on such date,
each Lender will make available to the Agent at the Principal Office for the
account of the Alternate Currency Lender, in immediately available funds, the
proceeds of the Base Rate Loan to be made by such Lender and, to the extent of
such Base Rate Loan, such Lender’s participation in the Alternate Currency Loan
so refunded shall be deemed to be funded by such Base Rate Loan.  The Agent shall pay the proceeds of such Base
Rate Loans to the Alternate Currency Lender, which shall apply such proceeds to
repay such Alternate Currency Loan.  The
Borrower shall pay to the Alternate Currency Lender on demand the amount of
such Alternate Currency Loans to the extent amounts received from the Lenders
are not sufficient to refund in full the outstanding Alternate Currency Loans
requested or required to be refunded upon the occurrence of a Refunding Event.


(d)                                 Lenders’
Participations in Alternate Currency Loans. 
At the time each Alternate Currency Loan is made, each Lender shall
automatically (and 



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without any further
notice or action) be deemed to have purchased from the Alternate Currency
Lender, without recourse or warranty, an undivided interest and participation
to the extent of such Lender’s Commitment Percentage in such Alternate Currency
Loan.  If the Lenders are prohibited from
making Loans required to be made under the immediately preceding
subsection (c) or under Section 2.18(h) for any reason, including
without limitation, the occurrence of any Default or Event of Default described
in Section 11.1(f) or 11.1(g), upon notice from the Agent or the Alternate
Currency Lender, each Lender severally agrees to pay to the Agent in Dollars
for the account of the Alternate Currency Lender in respect of such
participation the amount of such Lender’s Commitment Percentage of the Dollar
Equivalent of each outstanding Alternate Currency Loan.  If such amount is not in fact made available
to the Agent for the benefit of the Alternate Currency Lender by any Lender,
the Alternate Currency Lender shall be entitled to recover such amount on
demand from such Lender, together with accrued interest thereon for each day
from the date of demand thereof, at the Federal Funds Rate.  If such Lender does not pay such amount
forthwith upon the Alternate Currency Lender’s demand therefor, and until such
time as such Lender makes the required payment, the Alternate Currency Lender
shall be deemed to continue to have outstanding Alternate Currency Loans in the
amount of such unpaid participation obligation for all purposes of the Loan
Documents (other than those provisions requiring the other Lenders to purchase
a participation therein).  Further, such
Lender shall be deemed to have assigned any and all payments made of principal
and interest on its Loans, and any other amounts due such Lender hereunder, to
the Alternate Currency Lender to fund Alternate Currency Loans in the amount of
the participation in Alternate Currency Loans that such Lender failed to fund
pursuant to this Section until such amount has been fully funded (as a result
of such assignment or otherwise).  A
Lender’s obligation to make payments in respect of a participation in an
Alternate Currency Loan shall be absolute and unconditional and shall not be
affected by any circumstance whatsoever, including without limitation,
(i) any claim of setoff, counterclaim, recoupment, defense or other right
which such Lender or any other Person may have or claim against the Agent, the
Alternate Currency Lender or any other Person whatsoever, (ii) the
occurrence or continuation of a Default or Event of Default (including without
limitation, any of the Defaults or Events of Default described in Section 11.1(f)
or 11.1(g)) or the termination of any Lender’s Commitment, (iii) the
existence (or alleged existence) of an event or condition which has had or
could have a Material Adverse Effect, (iv) any breach of any Loan Document
by the Agent, any Lender or the Borrower or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


(e)                                Currencies;
Currency Equivalents.  At any time,
any reference in the definition of the term “Alternate Currency” or in any
other provision of this Agreement to the Currency of any particular nation
means the lawful currency of 



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such nation at such time
whether or not the name of such Currency is the same as it was on the date
hereof.


(f)                                    Rates.  Notwithstanding
anything to the contrary contained in Section 2.6(a)(ii), the Borrower
promises to pay to the Agent for the account of the Alternate Currency Lender
interest on the unpaid principal amount of each Alternate Currency Loan made by
such Lender for the period from and including the date of the making of such
Loan to but excluding the date such Loan shall be paid in full, at LIBOR for
such Loan for the applicable Interest Periods therefor plus the Applicable
Margin (plus Mandatory Costs, if applicable).


(g)                                 Optional Prepayments. 
Notwithstanding anything to the contrary contained in Section 2.9(a),
the Borrower shall give the Agent at least 3 Business Days’ prior notice
of the prepayment of any Alternate Currency Loan.


(h)                                 Mandatory Prepayments.


(i)                                     Notwithstanding anything to the contrary contained
in Section 2.9(b), if on the first Business Day of a calendar month
or on any other date deemed necessary by the Agent in its discretion, either:
(x) the Dollar Equivalent at such time of the outstanding Alternate
Currency Loans exceeds the amount of the Alternate Currency Commitment in
effect at such time, or (y) the aggregate principal amount, based on the Dollar
Equivalent at such time of all outstanding Alternate Currency Loans and of all
outstanding Revolving Loans, together with the aggregate amount of all Letter
of Credit Liabilities and the aggregate principal amount of all outstanding
Swingline Loans, exceeds the aggregate amount of the Commitments in effect at
such time, in either case, solely because of currency fluctuations, then the Alternate
Currency Lender may (in the case of clause (x)) or the Agent may (in the
case of clause (y)), on behalf of the Borrower (which hereby irrevocably
directs the Alternate Currency Lender or the Agent, as the case may be, to act
on its behalf), request a borrowing of Base Rate Loans from the Lenders in an
amount equal to such excess.  The
limitations of Section 3.5(a) shall not apply to any borrowing of Base
Rate Loans made pursuant to this subsection. 
The Alternate Currency Lender shall give notice to the Agent, if
applicable, and the Agent shall in any event promptly notify each Lender, of
any such borrowing of Base Rate Loans not later than 12:00 noon on the proposed
date of such borrowing.  No later than
3:00 p.m. on such date, each Lender will make available to the Agent at
the Principal Office, in immediately available funds, the proceeds of the Base
Rate Loan to be made by such Lender.  In
the case of clause (x), the Agent shall pay the proceeds of such Base Rate
Loans to the Alternate Currency Lender, which shall apply such proceeds to
repay the outstanding principal balance of Alternate Currency Loans in such
manner as the Alternate Currency Lender may reasonably determine 



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and in the case of
clause (y), such proceeds shall be applied to pay all amounts of principal
outstanding on the Loans and any Reimbursement Obligations in accordance with
Sections 2.18(m) and 3.2 and if any Letters of Credit are outstanding at
such time the remainder, if any, shall be deposited into the Collateral Account
for application as provided in Section 11.5.


(ii)                                  Notwithstanding
anything to the contrary contained in Section 2.9(b), if at any time the
aggregate principal amount, based on the Dollar Equivalent at such time of all
outstanding Alternate Currency Loans, and of all outstanding Revolving Loans,
together with the aggregate amount of all Letter of Credit Liabilities and the
aggregate principal amount of all outstanding Swingline Loans, exceeds the
aggregate amount of the Commitments in effect at such time (other than as a
result of currency fluctuations), the Borrower shall immediately upon demand
from the Agent pay to the Agent for the accounts of the Lenders the amount of
such excess.  Such payment shall be
applied to pay all amounts of principal outstanding on the Loans and any
Reimbursement Obligations in accordance with Sections 2.18(m) and 3.2 and
if any Letters of Credit are outstanding at such time the remainder, if any,
shall be deposited into the Collateral Account for application as provided in
Section 11.5.


(iii)                               If
any outstanding LIBOR Loans are paid by reason of this subsection (h)
prior to the end of the applicable Interest Period therefor, the Borrower shall
pay all amounts due under Section 5.4.


(i)                                     Voluntary Reductions of the Revolving
Commitments.  For purposes of Section 2.13, the use of the
Revolving Commitments shall be deemed to include the Dollar Equivalent
at such time of the aggregate principal amount of all outstanding Alternate
Currency Loans.


(j)                                     Amount Limitations.  Notwithstanding
anything to the contrary contained in
Section 2.16, any other term of this Agreement or any other Loan Document, no Lender shall be required to make
a Loan and no reduction of the
Revolving Commitments pursuant to Section 2.13 shall take effect, if
immediately after the making of such Loan or such reduction in the Revolving
Commitments (i) the Dollar Equivalent at such time of the aggregate
principal amount of all outstanding Alternate Currency Loans would exceed the
Alternate Currency Commitment or (ii) the aggregate principal amount of
all outstanding Revolving Loans made by such Lender, together with the
aggregate principal amount of all outstanding Swingline Loans, the Dollar
Equivalent at such time of the aggregate principal amount of all outstanding
Alternate Currency Loans and the aggregate amount of all Letter of Credit
Liabilities, in each case in which and to the extent 



 11
 









such Lender has acquired
a participation hereunder, would exceed the aggregate amount of such Lender’s
Commitment at such time.


(k)                                  Payments.  Notwithstanding anything to
the contrary contained in Section 3.1 or any other provision of this Agreement,
the Borrower shall make each payment of principal of, and interest on,
Alternate Currency Loans in the Alternate Currency, in immediately available
funds, without deduction, set-off or counterclaim, to the Agent’s
Correspondent for the account of the Alternate Currency Lender, not later than
11:00 a.m. (the local time of the Agent’s Correspondent) on the date on which
such payment shall become due.


(l)                                     Pro Rata Treatment. 
Notwithstanding anything to the contrary contained in Section 3.2
or any other provision of this Agreement, the Lenders’ participation in,
and payment obligations in respect of, Alternate Currency Loans under
Section 2.18(d), shall be pro rata in accordance with their respective
Revolving Commitments.  All payments of
principal, interest, fees and other amounts in respect of Alternate Currency
Loans shall be for the account of the Alternate Currency Lender only (except
for Fees payable under Section 2.18(aa) and except to the extent any
Lender shall have acquired and funded a participating interest in any such
Alternate Currency Loan pursuant to Section 2.18(d), in which case such
payments shall be pro rata in accordance with such participating interests).


(m)                               Minimum Amounts.  For
purposes of Section 3.5, each borrowing, Conversion and Continuation of
Alternate Currency Loans shall be in an aggregate minimum amount of £250,000
and integral multiples of £125,000 in excess of that amount.  Each voluntary repayment of Alternate
Currency Loans shall be in an aggregate minimum amount of £250,000 and integral
multiples of £125,000 in excess thereof (or, if less, the aggregate principal
amount of Alternate Currency Loans then outstanding).


(n)                                 Computations.  Notwithstanding
anything to the contrary contained in Section 3.7 or any other provision
of this Agreement, interest on Alternate Currency Loans shall be
computed on the basis of a year of 365 or 366 days, as applicable, and the actual
number of days elapsed.


(o)                                 Additional Costs; Capital Adequacy.  Notwithstanding
anything to the contrary contained in Section 5.1(b), if the Alternate
Currency Lender shall suspend its obligation to make or Continue Alternate
Currency Loans pursuant to Section 5.1(b), then the provisions of
Section 2.18(c) (and not Section 5.6) shall apply with respect to
Alternate Currency Loans until the applicable Regulatory Change ceases to be in
effect.


(p)                                 Suspension of LIBOR Loans.  In
addition to the events contained in Section 5.2 if, on or prior to the
determination of Adjusted LIBOR for any 



 12
 









Interest
Period for any Alternate Currency Loan (i) a fundamental change has
occurred in the foreign exchange or interbank markets with respect to the
Alternate Currency (including, without limitation, changes in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls) or (ii) the Agent or the Agent’s Correspondent has
reasonably determined that it has become materially impractical for the
Alternate Currency Lender to make Alternate Currency Loans, then the Agent
shall give the Borrower and each Lender prompt notice thereof, and so long as
such condition remains in effect, the Alternate Currency Lender shall be under
no obligation to, and shall not, make any additional Alternate Currency Loans
or Continue any Alternate Currency Loans.


(q)                                 Illegality.  Notwithstanding anything to
the contrary contained in Section 5.3, if the Alternate Currency Lender
suspends its obligation to make Alternate Currency Loans pursuant to
Section 5.3, then the provisions of Section 2.18(c) (and not
Section 5.6) shall apply with respect to Alternate Currency Loans.


(r)                                    Affected Lenders.  The
provisions of Section 5.5 shall not apply to the Alternate Currency Lender.


(s)                                  Treatment of Affected Loans.  The
provisions of Section 5.6 shall not apply to the Alternate Currency Loans.


(t)                                    Exchange Indemnification.  The
Borrower shall, upon demand from the Alternate Currency Lender, pay to the
Alternate Currency Lender, the amount of (i) any loss or cost or increased
cost incurred by the Alternate Currency Lender, (ii) any reduction in any
amount payable to or in the effective return on the capital to the Alternate
Currency Lender, or (iii) any currency exchange loss, in any such case that the
Alternate Currency Lender sustains as a result of any payment being made by the
Borrower in a Currency other than that originally extended to the Borrower. A
certificate of the Alternate Currency Lender setting forth the basis for
determining such additional amount or amounts necessary to compensate the
Alternate Currency Lender shall be conclusively presumed to be correct absent
manifest error.


(u)                                 Regulatory Limitation.  If
as a result of increases in the value of the Alternate Currency against the
Dollar or for any other reason, the obligation of the Alternate Currency Lender
to make Alternate Currency Loans (taking into account the amount of the
Obligations and all other indebtedness required to be aggregated under 12
U.S.C.A. §84, as amended, the regulations promulgated thereunder and any other
Applicable Law) is determined by the Alternate Currency Lender to exceed its
then applicable legal lending limit under 12 U.S.C.A. §84, as amended, and the
regulations promulgated thereunder, or any other Applicable Law, the amount of
Alternate Currency Commitment shall immediately be reduced to the 



 13
 









maximum amount which the
Alternate Currency Lender may legally advance (as determined by the Alternate
Currency Lender), and, to the extent necessary under such laws and regulations
(as determined by the Alternate Currency Lender, with respect to the
applicability of such laws and regulations to itself), the Borrower shall
reduce, or cause to be reduced, complying to the extent practicable with the
remaining provisions hereof, the Obligations outstanding hereunder by an amount
sufficient to comply with such maximum amounts.


(v)                                 Conditions Precedent to All Loans and Letters
of Credit.  For purposes of Section 6.2, the obligations
of the Alternate Currency Lender to make an Alternate Currency Loan, is subject
to the further condition precedent that the Agent shall have received a
timely Notice of Alternate Currency Borrowing.


(w)                               Remedies Upon Event of Default.  For
purposes of Section 11.2, upon the occurrence of an Event of Default specified
in Section 11.1(f) or 11.1(g), the obligation of the Alternate Currency
Lender to make Alternate Currency Loans and the Alternate Currency Commitment
shall immediately and automatically terminate.


(x)                                   Notices.  For purposes of Section 13.1,
communications to the Alternate Currency Lender shall be in writing and shall
be mailed, telecopied or delivered as follows:


Wachovia Bank, National Association, London Branch


3 Bishopsgate


London 3C2N 3AB


Attention: Ms. Maureen Hart


Telecopy Number:                       +44 (0) 207 929 4645


Telephone Number:                  +44 (0) 207 956 4309


(y)                                 Amendments.  For purposes of Section 13.6,
any amendment, waiver or consent relating to Section 2.18 or the
obligations of the Alternate Currency Lender under this Agreement or any other
Loan Document shall, in addition to the Lenders required therein to take such
action, require the written consent of the Alternate Currency Lender.


(z)                                   Judgment Currency.  The
obligation of the Borrower to make payments to or for the account of the
Alternate Currency Lender of the principal of and interest on Alternate
Currency Loans in the Alternate Currency shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment, which is expressed in
or converted into any other Currency, except to the extent that such tender or
recovery shall result in the actual receipt by the Agent or the Alternate
Currency Lender, as applicable, of the full amount of the particular Currency
expressed to be payable pursuant to the applicable Loan Document. The Agent or
the Alternate Currency Lender, as applicable, shall, using all amounts 



 14
 









obtained or received from
the Borrower pursuant to any such tender or recovery in payment of principal of
and interest on such Obligations, promptly purchase the applicable Currency at
the most favorable spot exchange rate determined by the Agent or the Agent’s
Correspondent, in the case of the Agent, or by the Alternate Currency Lender,
as applicable, to be available to it. The obligation of the Borrower to make
payments to or for the account of the Alternate Currency Lender in respect of
Alternate Currency Loans in the Alternate Currency shall be enforceable as an
alternative or additional cause of action solely for the purpose of recovering
in the Alternate Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Currency expressed to be payable
pursuant to the applicable Loan Document. 
Not in limitation of the foregoing but not in duplication of amounts
payable under Section 2.18(t), the Borrower shall indemnify and hold
harmless the Alternate Currency Lender against any loss incurred by the
Alternate Currency Lender as a result of any payment or recovery described in
this Section and as a result of any variation having occurred in rates of
exchange between the date of any such amount becoming due under this Agreement
or any other Loan Document and the date of actual payment thereof, except to
the extent such loss results from the failure of the Agent or the Alternate
Currency Lender to fulfill its obligations under this Section. The foregoing
indemnity shall constitute a separate and independent obligation of the
Borrower and shall continue in full force and effect notwithstanding any such
payment or recovery.


(aa)                            Alternate
Currency Participation Fee.  In
consideration of each Lender’s purchase from the Alternate Currency Lender of a
participation in the Alternate Currency Loans under Section 2.18(d), the
Alternate Currency Lender shall pay to all of the Lenders a fee in Dollars on
the principal balance of the Alternate Currency Loans outstanding from time to
time determined at a per annum rate equal to (i) the Applicable Margin
applicable to such Alternate Currency Loans minus (ii) five-one
hundredths of one-percent (0.05%).  Such
fee shall payable only upon receipt by the Agent for the account of the
Alternate Currency Lender of interest payable by the Borrower in respect of
Alternate Currency Loans under Section 2.18(f) in which case such fee
shall be payable with respect to the period to which such interest payment
relates.


(d)                                 The
Credit Agreement is amended by adding a new “Exhibit Q” in the form of Exhibit Q
attached to this Amendment.


(e)                                  The
Credit Agreement is amended by adding a new “Exhibit R” in the form of Exhibit R
attached to this Amendment.


Section 2.  Conditions
Precedent.  The effectiveness of this
Amendment is subject to receipt by the Agent of each of the following, each in
form and substance satisfactory to the Agent:



 15
 









(a)                                  A
counterpart of this Amendment duly executed by the Borrower, the Parent, and all
of the Lenders;


(b)                                 An
Alternate Currency Note substantially in the form of Exhibit Q attached
hereto, executed by the Borrower (the “Alternate Currency Note”);


(c)                                  An
Acknowledgement substantially in the form of Exhibit A attached hereto,
executed by each Guarantor (the “Guarantor Acknowledgement”);


(d)                                 An
opinion of counsel to the Borrower regarding the enforceability of this
Amendment, the Credit Agreement as amended by this Amendment and the Alternate
Currency Note, and such other matter as the Agent may reasonably request;


(e)                                  Evidence
that all fees due and payable to the Lenders, and all fees and expenses payable
to the Agent, in connection with this Amendment have been paid; and


(f)                                    Such
other documents, instruments and agreements as the Agent may reasonably
request.


Section 3. 
Representations.  Each of the
Parent and the Borrower represents and warrants to the Agent and the Lenders
that:


(a)                                  Authorization.  Each of the Parent and the Borrower, as
applicable, has the right and power, and has taken all necessary action to
authorize it, to execute and deliver this Amendment and the Alternate Currency
Note and to perform its obligations hereunder and under the Credit Agreement,
as amended by this Amendment, and the Alternate Currency Note in accordance
with their respective terms.  Each of this
Amendment and the Alternate Currency Note has been duly executed and delivered
by a duly authorized officer of the Borrower and the Parent, as applicable, and
each of this Amendment, the Alternate Currency Note and the Credit Agreement,
as amended by this Amendment, is a legal, valid and binding obligation of the
Borrower and the Parent, as applicable, enforceable against such Person in
accordance with its respective terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors rights generally and (ii) the availability of equitable remedies for
the enforcement of certain obligations (other than the payment of principal)
contained herein or therein and as may be limited by equitable principles
generally.


(b)                                 Compliance
with Laws, etc.  The execution and
delivery by the Borrower and the Parent, as applicable, of this Amendment and
the Alternate Currency Note and the performance by the Borrower and the Parent,
as applicable, of this Amendment, the Alternate Currency Note and the Credit
Agreement, as amended by this Amendment, in accordance with their respective terms,
do not and will not, by the passage of time, the giving of notice or
otherwise:  (i) require any
Government Approvals or violate any Applicable Laws (including all
Environmental Laws) relating to the Parent, the Borrower or any other Loan
Party; (ii) conflict with, result in a breach of or constitute a default
under the organizational documents of the Parent, the 



 16
 









Borrower
or any other Loan Party, or any indenture, agreement or other instrument to
which the Parent, the Borrower or any other Loan Party is a party or by which
it or any of its respective properties may be bound; or (iii) result in or
require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Parent, the Borrower or any
other Loan Party.


(c)                                  No
Default.  No Default or Event of
Default has occurred and is continuing as of the date hereof nor will exist
immediately after giving effect to this Amendment.


Section 4. 
Reaffirmation of Representations by Borrower and Parent.  Each of the Parent and the Borrower hereby
repeats and reaffirms all representations and warranties made by the Parent and
the Borrower to the Agent and the Lenders in the Credit Agreement and the other
Loan Documents to which it is a party on and as of the date hereof with the
same force and effect as if such representations and warranties were set forth
in this Amendment in full.


Section 5. 
Certain References.  Each
reference to the Credit Agreement in any of the Loan Documents shall be deemed
to be a reference to the Credit Agreement as amended by this Amendment.


Section 6. 
Amendment Fee.  The
Borrower agrees to pay to the Agent for the account of each Lender executing
and delivering this Amendment an amendment fee equal to $2,500.


Section 7. 
Expenses.  The Borrower
shall reimburse the Agent upon demand for all costs and expenses (including
reasonable attorneys’ fees) incurred by the Agent in connection with the
preparation, negotiation and execution of this Amendment and the other
agreements and documents executed and delivered in connection herewith.


Section 8. 
Benefits.  This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.


Section 9. 
GOVERNING LAW.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.


Section 10. 
Effect.  Except as
expressly herein amended, the terms and conditions of the Credit Agreement and
the other Loan Documents remain in full force and effect.  The amendments contained herein shall be
deemed to have prospective application only, unless otherwise specifically
stated herein.


Section 11. 
Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original and shall be binding upon all parties, their
successors and assigns.


Section 12. 
Definitions.  All
capitalized terms not otherwise defined herein are used herein with the
respective definitions given them in the Credit Agreement.



 17
 









Section 13.   Effectiveness.  To the extent that the amendments contained herein would result in a
change to the Applicable Margin, such change shall become effective on the date
of the effectiveness of this Amendment.


[Signatures on Next Page]



 18














IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit
Agreement to be executed as of the date first above written.


	
  

  	
  THE BORROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U-STORE-IT, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U-Store-It Trust, its sole general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Christopher P. Marr

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Christopher P. Marr

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
    CFO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE PARENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U-STORE-IT TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Christopher P. Marr

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Christopher P. Marr

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
    CFO

  	
   

  	
   

  
								



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  THE AGENT AND THE LENDERS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
    individually and as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Cynthia A. Bean

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Cynthia A. Bean

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
							



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  KEYBANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Michael P. Szuba

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Michael P. Szuba

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  BANK OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Michael W. Edwards

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Michael W. Edwards

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Senior Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  SUNTRUST BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Nancy B. Richards

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Nancy B. Richards

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Senior Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Gregory W. Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Gregory W. Ward

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  CHARTER ONE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Florentina Djulvezan

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Florentina Djulvezan

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  BMO CAPITAL MARKETS FINANCING, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Virginia Neale

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Virginia Neale

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  PNC BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    James A. Colella

  	
   

  
	
   

  	
   

  	
  Name:

  	
    James A. Colella

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Senior Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  LASALLE BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Luke Elsass

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Luke Elsass

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  THE HUNTINGTON NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Ryan J. Terrane

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Ryan J. Terrane

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  NATIONAL CITY BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Jason D. Phillips

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jason D. Phillips

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Renee Lewis

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Renee Lewis

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  
						



 


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[Signature
Page to First Amendment to Credit Agreement


for U-Store-It, L.P.]


	
  

  	
  FIRSTMERIT BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Jonathan M. Isaacs

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Jonathan M. Isaacs

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President