exv10w11



 






Exhibit 10.11




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of October 27, 2004 by and among U-Store-It Trust, a Maryland real
estate investment trust (the “Company”), Robert J. Amsdell, Barry L. Amsdell,
Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4,
1998, the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, Amsdell
Holdings I, Inc., an Ohio corporation (“Holdings”), Amsdell and Amsdell, an
Ohio general partnership (the “Lakewood Contributor”), and Robert J. Amsdell,
Trustee (the “Lantana Contributor”).



          WHEREAS, the Company and U-Store-It, L.P. (f/k/a Acquiport/Amsdell I
Limited Partnership), a Delaware limited partnership, of which the Company is
the general partner (“USI”), are engaging in various related transactions
pursuant to which, among other things, (i) the Company will consummate certain
merger and reorganization transactions with entities affiliated with the
Company, (ii) USI will acquire various real estate properties in which certain
persons affiliated with the Company have interests, and (iii) the Company will
effect an initial public offering of its common shares and contribute the
proceeds therefrom for units of partnership interest in USI (the “U-Store-It
IPO,” and together with the other transactions described above, the “U-Store-It
IPO Transactions”);



          WHEREAS, as part of the U-Store-It IPO Transactions, the Company entered
into a Merger Agreement dated as of July 30, 2004 (the “Amsdell Merger
Agreement”), with Amsdell Partners, Inc., an Ohio corporation (“Amsdell
Partners”), pursuant to which Amsdell Partners merged with and into the
Company, with the Company being the surviving entity, and the common stock of
Amsdell Partners was converted into common shares of beneficial interest, par
value $0.01 per share, of the Company (“REIT Common Shares”), in accordance
with the terms of the Amsdell Merger Agreement;



          WHEREAS, pursuant to the Amsdell Merger Agreement, each of Robert J.
Amsdell and Barry L. Amsdell, the sole shareholders of Amsdell Partners (each
an “Amsdell Partners Shareholder” and collectively together with their
respective successors and assignees permitted under Section 6.3 hereof, the
“Amsdell Partners Shareholders”), received the number of REIT Common Shares in
exchange for their shares of common stock of Amsdell Partners (the “Amsdell
Partners Exchange Shares”) as set forth on Schedule A;



          WHEREAS, also as part of the U-Store-It IPO Transactions, the Company
entered into a Merger Agreement dated as of July 30, 2004 (the “High Tide
Merger Agreement”), with High Tide LLC, an Ohio limited liability company
(“High Tide”), pursuant to which High Tide merged with and into the Company,
with the Company being the surviving entity, and the membership interests of
High Tide were converted into REIT Common Shares in accordance with the terms
of the High Tide Merger Agreement;



          WHEREAS, pursuant to the High Tide Merger Agreement, each of Robert J.
Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family
Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Irrevocable Trust
dated June 4, 1998, the members of High Tide (each a “High Tide Member” and
collectively together with their respective successors and assignees permitted
under Section 6.3 hereof, the “High Tide Members”; the High Tide Members and
the Amsdell Partners Shareholders are collectively referred to herein as the
“Shareholders”), received the number of REIT Common Shares in exchange for
their membership interests in High Tide (the “High Tide Exchange Shares”) as
set forth on Schedule A;



 









 





          WHEREAS, also as part of the U-Store-It IPO Transactions, USI entered into
a Partnership Reorganization Agreement dated as of July 30, 2004 (the
“Reorganization Agreement”), with Holdings, Amsdell Partners and High Tide,
pursuant to which USI issued the number of Class A units of limited partnership
interest in USI (the “Units”) to Holdings set forth on Schedule A
hereto;



          WHEREAS, pursuant to the terms of Section 8.6 and other related provisions
of the Second Amended and Restated Agreement of Limited Partnership of
U-Store-It, L.P. (such agreement, as amended from time to time, the
“Partnership Agreement”), commencing one year after the date of issuance, and
subject to the various limitations contained in the Partnership Agreement and
other instruments being delivered in connection with the U-Store-It IPO
Transactions, Holdings (together with its respective successors and assigns
permitted under Section 6.3 hereof) is entitled to redeem its Units for cash
or, at the option of USI, REIT Common Shares;



          WHEREAS, also as part of the U-Store-It IPO Transactions, USI entered into
(i) a Contribution Agreement dated as of July 30, 2004 (the “Vero Contribution
Agreement”), with Holdings, (ii) a Contribution Agreement dated as of July 30,
2004 (the “Lakewood Contribution Agreement”), with the Lakewood Contributor,
and (iii) a Contribution Agreement dated as of July 30, 2004 (the “Lantana
Contribution Agreement”), with the Lantana Contributor, pursuant to which
Holdings, the Lakewood Contributor and the Lantana Contributor (each a
“Contributor” and collectively, together with their respective successors and
assigns permitted under Section 6.3 hereof, the “Contributors”) each
transferred its interest in a separate real estate property to USI, USI assumed
certain obligations related to each such separate property and USI issued the
number of Units to each Contributor as set forth on Schedule A hereto;



          WHEREAS, pursuant to the terms of Section 8.6 and other related provisions
of the Partnership Agreement, commencing one year after the date of issuance,
and subject to the various limitations contained in the Partnership Agreement
and other instruments being delivered in connection with the U-Store-It IPO
Transactions, each Contributor is entitled to redeem its Units for cash or, at
the option of USI, REIT Common Shares; and



          WHEREAS, the Company has agreed to grant to the Shareholders the Exchange
Share Registration Rights (as defined in Section 1.2 hereof), and to grant to
the Contributors the Redemption Share Registration Rights (as defined in
Section 1.1 hereof).



          NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby agree as follows:



SECTION 1. REGISTRATION RIGHTS




          1.1 Redemption Share Registration Rights. Subject to the various
terms and conditions of the Partnership Agreement and the limitations upon the
redemption of the Units set forth in other instruments being delivered in
connection with the U-Store-It IPO Transactions, if any Contributor receives
REIT Common Shares upon redemption of Units held by such Contributor
(“Redemption Shares”), then each Contributor shall be entitled to offer the
Redemption Shares for resale pursuant to a shelf registration statement,
subject to the terms and conditions set forth in Section 2 hereof (the
“Redemption Share Registration Rights”).



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          1.2 Exchange Share Registration Rights. Subject to the
limitations upon the ability of the Shareholders to sell the Exchange Shares
set forth in other instruments being delivered in connection with the
U-Store-It IPO Transactions, each Shareholder shall be entitled to offer the
Exchange Shares for resale pursuant to a shelf registration statement, subject
to the terms and conditions set forth in Section 2 hereof (the “Exchange Share
Registration Rights”).



SECTION 2. DEMAND REGISTRATION RIGHTS




          2.1 (a) Redemption Share Registration Procedure. Subject to
Section 2.1(f) and Section 2.2 hereof, each Contributor may deliver to the
Company, at any time after the date the Company becomes eligible to use Form
S-3 (or any similar or successor short form registration statement), a written
notice (a “Registration Notice”) informing the Company of such Unit Holder’s
desire to have the Redemption Shares underlying such Unit Holder’s Units
registered for resale. Upon receipt of the Registration Notice, if the Company
has not already caused the Redemption Shares to be included as part of an
existing shelf registration statement and related prospectus that the Company
then has on file with, and which has been declared effective by, the Securities
and Exchange Commission (the “Commission”) and which remains in effect and not
subject to any stop order, injunction or other order or requirement of the
Commission (the “Shelf Registration Statement”) (in which event the Company
shall be deemed to have satisfied its registration obligation under this
Section 2 with respect to the Redemption Shares), then the Company shall cause
to be filed with the Commission as soon as reasonably practicable after
receiving the Registration Notice, but in no event more than 60 days following
receipt of such notice, a new registration statement and related prospectus
(the “New Registration Statement”) that complies as to form in all material
respects with applicable Commission rules providing for the resale by such
Contributor of the Redemption Shares owned by such Unit Holder, and agrees
(subject to Section 2.2 hereof) to use commercially reasonable efforts to cause
the New Registration Statement to be declared effective by the Commission as
soon as practicable.



          (b) Exchange Share Registration Procedure. Subject to Section
2.1(f) and Section 2.2 hereof, each Shareholder may deliver to the Company, at
any time after the date the Company becomes eligible to use Form S-3 (or any
similar or successor short form registration statement), a Registration Notice
informing the Company of such Shareholder’s desire to have the Exchange Shares
registered for resale. Upon receipt of the Registration Notice, if the Company
has not already caused the Exchange Shares to be included as part of an
existing Shelf Registration Statement (in which event the Company shall be
deemed to have satisfied its registration obligation under this Section 2 with
respect to the Exchange Shares), then the Company will cause to be filed with
the Commission as soon as reasonably practicable after receiving the
Registration Notice, but in no event more than 60 days following receipt of
such notice, a New Registration Statement that complies as to form in all
material respects with applicable Commission rules providing for the resale by
such Shareholder of the Exchange Shares owned by such Shareholder, and agrees
(subject to Section 2.2 hereof) to use commercially reasonable efforts to cause
the New Registration Statement to be declared effective by the Commission as
soon as practicable. As used in this Agreement, (i) “Registration Statement”
and



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“Prospectus” refer to a Shelf Registration Statement and related prospectus
(including any preliminary prospectus) or a New Registration Statement and related
prospectus (including any preliminary prospectus), whichever is utilized by the
Company to satisfy a Unit Holder’s or Shareholder’s Redemption Share
Registration Rights and/or Exchange Share Registration Rights, as the case may
be, pursuant to this Section 2, including, in each case, any documents
incorporated therein by reference, (ii) “Registrable Securities” refer to the
Redemption Shares and/or Exchange Shares to which a Contributor or Shareholder,
as the case may be, is entitled to registration rights under this Section 2,
and (iii) “Holders” refers to the Contributors and/or the Shareholders, as the
case may be.




          (c) Subject to Section 2.2 hereof, the Company agrees to use commercially
reasonable efforts to keep the Registration Statement continuously effective
(including the preparation and filing of any amendments and supplements
necessary for that purpose) until the earlier of (i) the date on which all of
the Registrable Securities covered by such Registration Statement and held by
the Holders thereof are eligible for immediate sale pursuant to Rule 144(k) (or
any successor provision) or in a single transaction under Rule 144(e) (or any
successor provision) under the Securities Act of 1933, as amended (the
“Securities Act”), or (ii) the date on which the Holders consummate the sale of
all of the Registrable Securities. Notwithstanding the foregoing, the Company
may at any time, in its sole discretion and prior to receiving a Registration
Notice from any Holder include all of any Holder’s Registrable Securities or
any portion thereof in any Registration Statement (in which event the Company
shall be deemed to have satisfied its registration obligation under this
Section 2.1, with respect to the Registrable Securities so included, so long as
such Registration Statement remains effective and not the subject of any stop
order, injunction or other order of the Commission).



          (d) Notice to Holders. Upon receipt of the Registration Notice as
set forth above, the Company shall promptly give written notice of such receipt
to all other Holders, and such notice shall offer all of the Holders the
opportunity to include in the New Registration Statement such number of
Redemption Shares or Exchange Shares, as the case may be, as each such Holder
may request.



          (e) Offers and Sales. All offers and sales of Registrable
Securities covered by a Registration Statement by the Holder thereof shall be
completed within the period during which such Registration Statement remains
effective and not the subject of any stop order, injunction or other order of
the Commission. Upon notice that such Registration Statement is no longer
effective no Holder will offer or sell the Registrable Securities covered by
such Registration Statement. If directed in writing by the Company, each
Holder will return all undistributed copies of the related Prospectus in such
Holder’s possession upon the expiration of such period.



          (f) Limitations on Registration Rights. For purposes of this
Agreement, the Holders (including all successors and assigns), in the aggregate
and as a group, shall be limited to a total of not more than three exercises of
the Redemption Share Registration Rights and/or the Exchange Share Registration
Rights in any twelve month period. Notwithstanding the foregoing, if a
Registration Statement has not been declared effective by the Commission within
120 days after the original filing date or is suspended for more than 60 days
at any one time, the Holders shall not be deemed to have exercised its



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Redemption Share Registration Rights and/or Exchange Share Registration Rights
under each of Section 2.1(a) and/or Section 2.1(b), as the case may be.
Notwithstanding anything to the contrary, no Holder shall be entitled to exercise the
Redemption Share Registration Rights or the Exchange Share Registration Rights
(as applicable) if all of the Registrable Securities held by such Holder (or
issuable upon redemption of the Units held by such Holder) are eligible for
immediate sale pursuant to Rule 144(k) (or any successor provision) or in a
single transaction pursuant to Rule 144(e) (or any successor provision) under
the Securities Act. The Redemption Share Registration Rights and Exchange
Share Registration Rights granted pursuant to this Section 2 may not be
exercised in connection with any underwritten public offering by the REIT.




          (g) Market Stand-Off Agreement. Each Holder hereby agrees that it
shall not, to the extent requested by the Company or an underwriter of
securities of the Company, directly or indirectly sell, offer to sell
(including without limitation any short sale), grant any option or otherwise
transfer or dispose of any Registrable Securities (other than to donees or
affiliates of the Holder who agree to be similarly bound) within seven days
prior to and for up to 90 days following the effective date of a registration
statement of the Company filed under the Securities Act or the date of an
underwriting agreement with respect to an underwritten public offering of the
Company’s securities (the “Stand-Off Period”); provided, however, that:



          (i) with respect to the Stand-Off Period, such agreement shall not be
applicable to the Registrable Securities to be sold on the Holder’s behalf to
the public in an underwritten offering pursuant to such registration statement;



          (ii) all executive officers and trustees of the Company then holding REIT
Common Shares shall enter into similar agreements;



          (iii) the Company shall use commercially reasonable efforts to obtain
similar agreements from each 5% or greater shareholder of the Company;
and



          (iv) the Holders shall be allowed any concession or proportionate release
allowed to any officer, director or other 5% or greater shareholder of the
Company that entered into similar agreements.



     In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the
Registrable Securities subject to this Section 2.1(g) and to impose stop
transfer instructions with respect to the Registrable Securities and such other
REIT Common Shares of each Holder (and the REIT Common Shares or securities of
every other person subject to the foregoing restriction) until the end of such
period.



          2.2 Suspension of Offering. Notwithstanding Section 2.1(a) and
Section 2.1(b) hereof, the Company shall be entitled to postpone the filing of
a Registration Statement, and from time to time to require Holders not to sell
under such Registration Statement or to suspend the effectiveness thereof if
(i) the Company is actively pursuing an underwritten primary offering of equity
securities, or (ii) the negotiation or consummation of a transaction by the
Company or its subsidiaries is pending or an event has occurred,



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which negotiation, consummation or event would require additional disclosure by the
Company in the Registration Statement of material information which the Company
has a bona fide business purpose for keeping confidential and the
non-disclosure of which in the Registration Statement would be expected, in the Company’s reasonable
determination, to cause the Registration Statement to fail to comply with
applicable disclosure requirements (each such circumstance a “Suspension
Event”), provided, however, that the Company may not delay, suspend or withdraw
such Registration Statement for more than 60 days at any one time, or more than
twice in any 12 month period. Upon receipt of any written notice from the
Company (a) of the happening of any Suspension Event during the period a
Registration Statement is effective or (b) that as a result of a Suspension
Event a Registration Statement or related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made (in the case of the Prospectus) not
misleading, each Holder agrees that (i) it will immediately discontinue offers
and sales of the Registrable Securities under such Registration Statement until
the Holder receives copies of a supplemental or amended Prospectus (which the
Company agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Company that
it may resume such offers and sales, and (ii) it will maintain the
confidentiality of any information included in the written notice delivered by
the Company unless otherwise required by law or subpoena. If so directed by
the Company, Holders will deliver to the Company all copies of the Prospectus
covering the Registrable Securities current at the time of receipt of such
notice.




          2.3 Qualification. The Company shall file such documents as
necessary to register or qualify the Registrable Securities to be covered by a
Registration Statement by the time such Registration Statement is declared
effective by the Commission under all applicable state securities or “blue sky”
laws of such jurisdictions as any Holder may reasonably request in writing, and
shall use commercially reasonable efforts to keep each such registration or
qualification effective during the period such Registration Statement is
required to be kept effective pursuant to this Agreement or during the period
offers or sales are being made by the Holders of Registrable Securities covered
by such Registration Statement after delivery of a Registration Notice to the
Company, whichever is shorter, and to do any and all other similar acts and
things which may be reasonably necessary or advisable to enable the Holders to
consummate the disposition of such Registrable Securities in each such
jurisdiction; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not otherwise be required to
qualify but for this Agreement, (ii) take any action that would cause it to
become subject to any taxation in any jurisdiction where it would not otherwise
be subject to such taxation or (iii) take any action that would subject it to
the general service of process in any jurisdiction where it is not then so
subject.



          2.4 Obligations of the Company. When the Company is required to
effect the registration of Registrable Securities under the Securities Act
pursuant to Section 2.1 of this Agreement, subject to Section 2.2 hereof, the
Company shall:



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          (a) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the Prospectus used in connection therewith
as may be necessary (i) to keep such Registration Statement effective and (ii)
to comply with the provisions of the Securities Act with respect to the
disposition of the
Registrable Securities covered by such Registration Statement, in each
case for such time as is contemplated in Section 2.1(a) or Section 2.1(b) (as
the case may be) above;



          (b) furnish, without charge, to the Holders such number of copies of the
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits), and the Prospectus included in such Registration
Statement (including each preliminary Prospectus) in conformity with the
requirements of the Securities Act as the Holders may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement owned by the Holders;



          (c) promptly notify the Holders: (i) when the Registration Statement, any
pre-effective amendment, the Prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been
filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation or threat of any proceedings for that purpose, and
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction or the initiation of any
proceeding for such purpose;



          (d) promptly use commercially reasonable efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement, and, if
any such order suspending the effectiveness of a Registration Statement is
issued, shall promptly use commercially reasonable efforts to obtain the
withdrawal of such order at the earliest possible moment;



          (e) if the Registrable Securities are of a class of securities that is
listed on a national securities exchange, file copies of any Prospectus with
such exchange in compliance with Rule 153 under the Securities Act so that the
Holders shall benefit from the prospectus delivery procedures described
therein;



          (f) following receipt of a Registration Notice and thereafter until the
sooner of completion, abandonment or termination of the offering or sale
contemplated thereby and the expiration of the period during which the Company
is required to maintain the effectiveness of the related Registration Statement
as set forth in Section 2.1(a) or Section 2.1(b) (as the case may be) above,
promptly notify the Holders: (i) of the existence of any fact of which the
Company is aware or the happening of any event which has resulted in (A) the
Registration Statement, as then in effect, containing an untrue statement of a
material fact or omitting to state a material fact required to be stated
therein or necessary to make any statements therein not misleading or (B) the
Prospectus included in such Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to
be stated therein or necessary to make any statements therein, in the light of
the circumstances under which they were made, not misleading, and (ii) of the
Company’s reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate or that there exist circumstances
not yet disclosed to the public which make further sales under such
Registration



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Statement inadvisable pending such disclosure and post-effective
amendment; and, if the notification relates to any event described in either of
the clauses (i) or (ii) of this Section 2.4(f), subject to Section 2.2 above,
at the request of the Holders, the Company shall prepare and furnish to the
Holders a reasonable number of copies of a supplement or post-effective amendment to
such Registration Statement or related Prospectus or any document incorporated
therein by reference and file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (2) as thereafter
delivered to the purchasers of the Registrable Securities being sold
thereunder, such Prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;




          (g) use commercially reasonable efforts to cause all such Registrable
Securities to be listed on the national securities exchange on which the REIT
Common Shares are then listed, if the listing of Registrable Securities is then
permitted under the rules of such national securities exchange; and



          (h) if requested by any Holder participating in the offering of
Registrable Securities, incorporate in a prospectus supplement or
post-effective amendment such information concerning the Holder or the intended
method of distribution as the Holder reasonably requests to be included therein
and is reasonably necessary to permit the sale of the Registrable Securities
pursuant to the Registration Statement, including, without limitation,
information with respect to the number of Registrable Securities being sold,
the purchase price being paid therefor and any other material terms of the
offering of the Registrable Securities to be sold in such offering; provided,
however, that the Company shall not be obligated to include in any such
prospectus supplement or post-effective amendment any requested information
that is not required by the rules of the Commission and is unreasonable in
scope compared with the Company’s most recent prospectus or prospectus
supplement used in connection with a primary or secondary offering of equity
securities by the Company.



          2.5 Obligations of the Holder. In connection with any
Registration Statement utilized by the Company to satisfy the Redemption Share
Registration Rights and/or Exchange Share Registration Rights pursuant to this
Section 2, each Holder agrees to cooperate with the Company in connection with
the preparation of the Registration Statement, and each Holder agrees that it
will (i) respond within 20 Business Days to any written request by the Company
to provide or verify information regarding the Holder or the Holder’s
Registrable Securities (including the proposed manner of sale) that may be
required to be included in such Registration Statement pursuant to the rules
and regulations of the Commission, and (ii) provide in a timely manner
information regarding the proposed distribution by the Holder of the
Registrable Securities and such other information as may be reasonably
requested by the Company from time to time in connection with the preparation
of and for inclusion in the Registration Statement and related Prospectus. As
used in this Agreement, a “Business Day” is any Monday, Tuesday,



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Wednesday,
Thursday or Friday other than a day on which banks and other financial
institutions are authorized or required to be closed for business in the State
of New York.




SECTION 3. INDEMNIFICATION; CONTRIBUTION




          3.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who controls
any Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
any of their partners, members, officers, directors, employees or
representatives, as follows:




               (i) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities
were registered under the Securities Act, including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or
arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;




               (ii) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Company; and




               (iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case
whether or not a party, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;


provided, however, that the indemnity provided pursuant to this Section 3.1
does not apply to any Holder with respect to any loss, liability, claim,
damage, judgment or expense to the extent arising out of (A) any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by
such Holder expressly for use in the Registration Statement (or any




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amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or (B) any
Holder’s failure to deliver an amended or supplemental Prospectus furnished to
the Holder by the Company, if such loss, liability, claim, damage, judgment or
expense would not have arisen had such delivery occurred.




          3.2 Indemnification by Holder. Each Holder (and each permitted
assignee of such Holder, on a several basis) severally and not jointly agrees
to indemnify and hold harmless the Company, and each of its trustees and
officers (including each trustee and officer of the Company who signed a
Registration Statement), and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:




               (i) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities of
such Holder were registered under the Securities Act, including all
documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading
or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (or
any amendment or supplement thereto), including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;




               (ii) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Holder; and




               (iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case
whether or not a party, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;


provided, however, that the indemnity provided pursuant to this Section 3.2
shall only apply with respect to any loss, liability, claim, damage, judgment
or expense to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the




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Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) or (B) any Holder’s failure to deliver
an amended or supplemental Prospectus furnished to the Holder by the Company,
if such loss, liability, claim, damage or expense would not have arisen had
such delivery occurred. Notwithstanding the provisions of this Section 3.2, a
Holder and any permitted assignee shall not be required to indemnify the
Company, its officers, trustees or control persons with respect to any amount
in excess of the amount of the total proceeds to the Holder or such permitted
assignee, as the case may be, from sales of the Registrable Securities of the
Holder under the Registration Statement that is the subject of the
indemnification claim.




          3.3 Conduct of Indemnification Proceedings. An indemnified party
hereunder shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Section 3.1 or 3.2 above, unless and only to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights and
defenses, and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided under Section 3.1 or 3.2 above. If the indemnifying party
so elects within a reasonable time after receipt of such notice, the
indemnifying party may assume the defense of such action or proceeding at such
indemnifying party’s own expense with counsel chosen by the indemnifying party
and approved by the indemnified party, which approval shall not be unreasonably
withheld; provided, however, that the indemnifying party will not settle,
compromise or consent to the entry of any judgment with respect to any such
action or proceeding without the written consent of the indemnified party
unless such settlement, compromise or consent secures the unconditional release
of the indemnified party; and provided further, that, if the indemnified party
reasonably determines that a conflict of interest exists where it is advisable
for the indemnified party to be represented by separate counsel or that, upon
advice of counsel, there may be legal defenses available to it which are
different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense and
the indemnified party shall be entitled to separate counsel at the indemnifying
party’s expense. If the indemnifying party is not entitled to assume the
defense of such action or proceeding as a result of the second proviso to the
preceding sentence, the indemnifying party’s counsel shall be entitled to
conduct the indemnifying party’s defense and counsel for the indemnified party
shall be entitled to conduct the defense of the indemnified party, it being
understood that both such counsel will cooperate with each other, to the extent
feasible in light of the conflict of interest or different available legal
defenses, to conduct the defense of such action or proceeding as efficiently as
possible. If the indemnifying party is not so entitled to assume the defense of
such action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party
will pay the reasonable fees and expenses of counsel for the indemnified party.
In such event, however, the indemnifying party will not be liable for any
settlement effected without the written consent of the indemnifying party. If
an indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this



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paragraph, the indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with such action or proceeding.




          3.4 (a) Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 3.1 and 3.2 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company and the Holder, in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand and the Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities, or expenses. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
the indemnifying party or the indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action.



          (b) The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 3.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.4, a Holder shall
not be required to contribute any amount in excess of the amount of the total
proceeds to such Holder from sales of the Registrable Securities of such Holder
under the Registration Statement that is the subject of the indemnification
claim.



          (c) Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 3.4, each person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the Holder, and each trustee
of the Company, each officer of the Company who signed a Registration Statement
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act shall have the same rights to contribution as the
Company.



SECTION 4. EXPENSES




          The Company shall pay all expenses incident to the performance by the
Company of its registration obligations under Sections 2 above, including (i)
all stock exchange, Commission and state securities registration, listing and
filing fees, (ii) all expenses incurred in connection with the preparation,
printing and distribution of any Registration Statement and Prospectus, (iii)
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, and (iv) reasonable fees and disbursements of
counsel to the Holder in connection with the Holder’s exercise of its rights
hereunder. Each Holder shall be responsible for the payment of any brokerage



12









 




and sales commissions and any transfer taxes relating to the sale or
disposition of the Registrable Securities by such Holder pursuant to this
Agreement.




SECTION 5. RULE 144 COMPLIANCE




          The Company covenants that it will use its best efforts to timely file the
reports required to be filed by the Company under the Securities Act and the
Exchange Act so as to enable the Holders to sell the Registrable Securities
pursuant to Rule 144 under the Securities Act. In connection with any sale,
transfer or other disposition by a Holder of
any Registrable Securities pursuant to Rule 144 under the Securities Act,
the Company shall cooperate with the Holder to facilitate the timely
preparation and delivery of certificates representing the Registrable
Securities to be sold and not bearing any Securities Act legend, and enable
certificates for such Registrable Securities to be for such number of shares
and registered in such names as such Holder may reasonably request at least
five Business Days prior to any sale of Registrable Securities hereunder.



SECTION 6. MISCELLANEOUS




          6.1 Integration; Amendment. This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to
the matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by each of the
parties hereto.



          6.2 Waivers. No waiver by a party hereto shall be effective
unless made in a written instrument duly executed by the party against whom
such waiver is sought to be enforced, and only to the extent set forth in such
instrument. Neither the waiver by any of the parties hereto of a breach or a
default under any of the provisions of this Agreement, nor the failure of any
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder shall thereafter
be construed as a waiver of any subsequent breach or default of a similar
nature, or as a waiver of any such provisions, rights or privileges hereunder.



          6.3 Assignment; Successors and Assigns. Any Contributor may
assign its rights and obligations under this Agreement without the prior
written consent of the Company in connection with a transfer of some or all of
such Unit Holder’s REIT Common Shares or Units in accordance with the terms of
the Partnership Agreement (including the Unit Holder’s partner schedule) if the
transferee agrees in writing to be bound by all of the provisions hereof and
the Contributor provides written notice to the Company within 10 days of the
effectiveness of such assignment. Any Shareholder may assign its rights and
obligations under this Agreement without the prior written consent of the
Company in connection with the transfer of some or all of such Shareholder’s
REIT Common Shares if the transferee agrees in writing to be bound by all of
the provisions hereof and the Shareholder provides written notice to the
Company within 10 days of the effectiveness of such assignment. This Agreement
shall inure to the benefit of and be binding upon all of the parties hereto and
their respective heirs, executors, personal and legal representatives,



13









 




successors and permitted assigns, including, without limitation, any successor
of the Company by merger, acquisition, reorganization, recapitalization or
otherwise.




          6.4 Notices. All notices called for under this Agreement shall be
in writing and shall be deemed given upon receipt if delivered personally or by
facsimile transmission and followed promptly by mail, or mailed by registered
or certified mail (return receipt requested), postage prepaid, or overnight
delivery service, to the parties at the addresses set forth opposite their
signatures below, or to any other address or addressee as any party entitled to
receive notice under this Agreement shall designate, from time to
time, to others in the manner provided in this Section 6.4 for the service
of notices; provided, however, that notices of a change of address shall be
effective only upon receipt thereof. Any notice delivered to the party hereto
to whom it is addressed shall be deemed to have been given and received on the
day it was received; provided, however, that if such day is not a Business Day,
then the notice shall be deemed to have been given and received on the Business
Day next following such day and if any party rejects delivery of any notice
attempted to be given hereunder, delivery shall be deemed given on the date of
such rejection. Any notice sent by facsimile transmission shall be deemed to
have been given and received on the Business Day next following the
transmission.



          6.5 Specific Performance. The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
(i) compel specific performance of the obligations, covenants and agreements of
any other party under this Agreement in accordance with the terms and
conditions of this Agreement and (ii) obtain preliminary injunctive relief to
secure specific performance and to prevent a breach or contemplated breach of
this Agreement in any court of the United States or any State thereof having
jurisdiction.



          6.6 Governing Law. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Maryland,
but not including the choice of law rules thereof.



          6.7 Headings. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed
to be a part of this Agreement for any purpose, and shall not in any way define
or affect the meaning, construction or scope of any of the provisions hereof.



          6.8 Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.



          6.9 Execution in Counterparts. To facilitate execution, this
Agreement may be executed and delivered in as many counterparts as may be
required. It shall not be necessary that the signature of or on behalf of each
party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement. It



14









 




shall not be necessary in any proof of this Agreement to produce
or account for more than a number of counterparts containing the respective
signatures of or on behalf of all of the parties.




          6.10 Severability. If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall
remain operative and in full force and effect.



          IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered in its name and on its behalf as of the date
first written above.



	 	 	 
	Address:
	 	 
	

	 	 
	

	 	COMPANY:
	

	 	 
	U-STORE-IT TRUST

	 	U-STORE-IT TRUST
	6745 Engle Road, Suite 300

	 	By: /s/ Steven G. Osgood
	Middleburg Heights, Ohio 44130

	 	Name: Steven G. Osgood
	Attention: Steven G. Osgood

	 	Title: President
	Facsimile: (440) 234-8776
	 	 
	

	 	 
	

	 	HOLDERS:
	

	 	 
	Robert J. Amsdell
	 	 
	6745 Engle Road, Suite 300

	 	/s/ Robert J. Amsdell
	Middleburg Heights, Ohio 44130

	 	Robert J. Amsdell
	Attention: Robert J. Amsdell
	 	 
	Facsimile:(440) 234-8776
	 	 
	

	 	 
	Barry L. Amsdell
	 	 
	6745 Engle Road, Suite 300

	 	/s/ Barry L. Amsdell
	Middleburg Heights, Ohio 44130

	 	Barry L. Amsdell
	Attention: Barry L. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 
	

	 	 
	Todd C. Amsdell

	 	/s/ Todd C. Amsdell







15









 






	 	 	 
	6745 Engle Road, Suite 300

	 	Todd C. Amsdell
	Middleburg Heights, Ohio 44130
	 	 
	Attention: Todd C. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 
	

	 	 
	The Robert J. Amsdell Family

	 	THE ROBERT J. AMSDELL FAMILY
	Irrevocable Trust dated June 4, 1998

	 	IRREVOCABLE TRUST DATED JUNE 4, 1998
	c/o David M. Kall
	 	 
	McDonald, Hopkins, Burke & Haber Co.,

	 	By: /s/ Bernard L. Karr
	L.P.A.

	 	Name: Bernard L. Karr
	2100 Bank One Center

	 	Its: Trustee
	600 Superior Avenue, E.
	 	 
	Cleveland, OH 44114-2653
	 	 
	

	 	 
	The Loretta Amsdell Family Irrevocable

	 	THE LORETTA AMSDELL FAMILY
	Trust dated June 4, 1998

	 	IRREVOCABLE TRUST DATED JUNE 4, 1998
	c/o David M. Kall
	 	 
	McDonald, Hopkins, Burke & Haber Co.,

	 	By: /s/ Bernard L. Karr
	L.P.A.

	 	Name: Bernard L. Karr
	2100 Bank One Center

	 	Its: Trustee
	600 Superior Avenue, E.
	 	 
	Cleveland, OH 44114-2653
	 	 
	

	 	 
	Amsdell and Amsdell

	 	AMSDELL AND AMSDELL
	6745 Engle Road, Suite 300
	 	 
	Middleburg Heights, Ohio 44130

	 	By: /s/ Robert J. Amsdell
	Attention: Robert J. Amsdell

	 	Name: Robert J. Amsdell
	Facsimile: (440) 234-8776

	 	Its: General Partner
	

	 	 
	Amsdell Holdings I, Inc.

	 	AMSDELL HOLDINGS I, INC.
	6745 Engle Road, Suite 300
	 	 
	Middleburg Heights, Ohio 44130

	 	By: /s/ Robert J. Amsdell
	Attention: Robert J. Amsdell

	 	Name: Robert J. Amsdell
	Facsimile: (440) 234-8776

	 	Its: President
	

	 	 
	Robert J. Amsdell, Trustee

	 	/s/ Robert J. Amsdell
	6745 Engle Road, Suite 300

	 	Robert J. Amsdell, Trustee
	Middleburg Heights, Ohio 44130
	 	 
	Attention: Robert J. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 








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