EXHIBIT 10.2


ALTERNATE
CURRENCY NOTE


June 12, 2007


FOR
VALUE RECEIVED, the undersigned, U-STORE-IT, L.P., a limited liability
partnership formed under the laws of the State of Delaware (the “Borrower”),
hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the
“Alternate Currency Lender”), in care of Wachovia Bank, National Association,
London Branch, at its address at 3 Bishopsgate, London 3C2N 3AB, or such
other financial institution designated by the Agent to act as the Agent’s Correspondent
or at such other address as may be specified in writing by the Agent to the
Borrower, the aggregate unpaid principal amount of Alternate Currency Loans
made by the Alternate Currency Lender to the Borrower under the Credit
Agreement (as herein defined), on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount owing hereunder, in the currencies, at the rates and on the dates
provided in the Credit Agreement.


The
date, amount of each Alternate Currency Loan made by the Alternate Currency
Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Alternate Currency Lender on its books and,
prior to any transfer of this Note, endorsed by the Alternate Currency Lender
on the schedule attached hereto or any continuation thereof, provided
that the failure of the Alternate Currency Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of the Alternate Currency Loans made by the Alternate Currency Lender.


This
Note is the Alternate Currency Note referred to in the Credit Agreement dated
as of November 21, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among the Borrower,
U-Store-It Trust, the financial institutions party thereto and their assignees
under Section 13.5. thereof (the “Lenders”), the Agent, and the other
parties thereto.  Capitalized terms used
herein, and not otherwise defined herein, have their respective meanings given
them in the Credit Agreement.


The
Credit Agreement provides for the acceleration of the maturity of this Note
upon the occurrence of certain events and for prepayments of Alternate Currency
Loans upon the terms and conditions specified therein.


Except
as permitted by Section 13.5. of the Credit Agreement, this Note may not be
assigned by the Alternate Currency Lender to any Person.













THIS
NOTE 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.


The
Borrower hereby waives presentment for payment, demand, notice of demand,
notice of non-payment, protest, notice of protest and all other similar
notices.


Time
is of the essence for this Note.


[Signature on Next Page]



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IN
WITNESS WHEREOF, the undersigned has executed and delivered this Alternate
Currency Note under seal as of the date first written above.


	
  

  	
  U-STORE-IT, L.P.

  
	
   

  	
   

  
	
   

  	
  By: U-Store-It
  Trust, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       Christopher P. Marr

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Christopher P. Marr

  	
   

  
	
   

  	
   

  	
  Title:

  	
       CFO