exv10w21



 





Exhibit 10.21




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of October
27, 2004, by and among U-Store-It Trust, a Maryland real estate investment
trust (the “Company”), U-Store-It, L.P., a Delaware limited partnership (the
“Operating Partnership” and together with the Company, the “Indemnitors”), and
William M. Diefenderfer III (the “Indemnitee”).



     WHEREAS, the Indemnitee is an officer or a member of the Board of Trustees
of the Company and in such capacity is performing a valuable service for the
Company and the Operating Partnership;



     WHEREAS, Maryland law permits the Company to enter into contracts with its
officers or members of its Board of Trustees with respect to indemnification
of, and advancement of expenses to, such persons;



     WHEREAS, the Declaration of Trust of the Company (the “Declaration of
Trust”) authorizes the Company to indemnify and advance expenses to its
officers and trustees to the maximum extent permitted by Maryland law in effect
from time to time;



     WHEREAS, the Bylaws of the Company (the “Bylaws”) provide that each
officer and trustee of the Company shall be indemnified by the Company to the
maximum extent permitted by Maryland law in effect from time to time and shall
be entitled to advancement of expenses consistent with Maryland law;



     WHEREAS, the Company is the general partner of, and conducts substantially
all of its business through, the Operating Partnership;



     WHEREAS, the Amended and Restated Partnership Agreement of the Operating
Partnership (the “Partnership Agreement”) provides for indemnification and
advancement of expenses to the Company and its officers and trustees consistent
with the applicable provisions of Maryland law, subject to the same limitations
on indemnity and advancement of expenses that apply under Maryland law to
indemnity and advancement of expenses by the Company of its officers and
trustees; and



     WHEREAS, to induce the Indemnitee to provide services to the Company as an
officer or a member of the Board of Trustees, and to provide the Indemnitee
with specific contractual assurance that indemnification will be available to
the Indemnitee regardless of, among other things, any amendment to or
revocation of the Declaration of Trust, the Bylaws or the Partnership
Agreement, or any acquisition transaction relating to the Company, the
Indemnitors desire to provide the Indemnitee with protection against personal
liability as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Indemnitors and the Indemnitee hereby agree as follows:



 









 






	1.	 	DEFINITIONS.
	 
	 	 	For purposes of this Agreement:






	 	(A)	 	“Change in Control” shall mean






	 	i.	 	the dissolution or liquidation of the Company;
	 
	 	ii.	 	the merger, consolidation, or reorganization of
the Company with one or more other entities in which the
Company is not the surviving entity or immediately following
which the persons or entities who were beneficial owners (as
determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of
voting securities of the Company immediately prior thereto
cease to beneficially own more than fifty percent (50%) of the
voting securities of the surviving entity immediately
thereafter;
	 
	 	iii.	 	a sale of all or substantially all of the assets
of the Company to another person or entity other than an
affiliate of the Company;
	 
	 	iv.	 	any transaction (including without limitation a
merger or reorganization in which the Company is the surviving
entity) that results in any person or entity or “group”
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (other than persons who are shareholders or
affiliates immediately prior to the transaction) owning thirty
percent (30%) or more of the combined voting power of all
classes of shares of the Company; or
	 
	 	v.	 	individuals who, as of the date hereof,
constitute the Board of Trustees (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board
of Trustees; provided, however, that any individual becoming a
trustee subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the trustees then
comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company in which
such person is named as a nominee for trustee, without written
objection to such nomination) shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of trustees or other actual or threatened solicitation
of proxies or contests by or on behalf of a person other than
the Board of Trustees.






	 	(B)	 	“Corporate Status” describes the status of a person who is or
was a trustee or officer of the Company (or of any domestic or
foreign predecessor entity of the
Company in a merger, consolidation or other transaction in which
the




2









 






	 	 	 	predecessor’s interest ceased upon consummation of the
transaction) or is or was serving at the request of the Company (or
any such predecessor entity) as a director, officer, partner
(limited or general), member, trustee, employee or agent of any
other foreign or domestic corporation, partnership, joint venture,
limited liability company, trust, other enterprise (whether
conducted for profit or not for profit) or employee benefit plan.
The Company (and any domestic or foreign predecessor entity of the
Company in a merger, consolidation or other transaction in which
the predecessor’s existence ceased upon consummation of the
transaction) shall be deemed to have requested the Indemnitee to
serve an employee benefit plan where the performance of the
Indemnitee’s duties to the Company (or any such predecessor entity)
also imposes or imposed duties on, or otherwise involves or
involved services by, the Indemnitee to the plan or participants or
beneficiaries of the plan.
	 
	 	(C)	 	“Expenses” shall include all attorneys’ and paralegals’ fees,
retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or
defend, investigating, or being or preparing to be a witness in a
Proceeding.
	 
	 	(D)	 	“Proceeding” includes any action, suit, arbitration,
alternate dispute resolution mechanism, investigation,
administrative hearing, or any other proceeding, including appeals
therefrom, whether civil, criminal, administrative, or
investigative, except one initiated by the Indemnitee pursuant to
paragraph 8 of this Agreement to enforce such Indemnitee’s rights
under this Agreement.
	 
	 	(E)	 	“Special Legal Counsel” means a law firm, or a member of a
law firm, that is experienced in matters of corporation law and
neither presently is, or in the past two years has been, retained to
represent (i) the Indemnitors or the Indemnitee in any matter
material to either such party, or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.





2. INDEMNIFICATION




     The Indemnitee shall be entitled to the rights of indemnification provided
in this paragraph 2 and under applicable law, the Declaration of Trust, the
Bylaws, the Partnership Agreement, any other agreement, a vote of shareholders
or resolution of the Board of Trustees or otherwise if, by reason of such
Indemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made,
a party to any threatened, pending, or completed Proceeding, including a
Proceeding by or in the right of the Company or the Operating Partnership.
Unless prohibited by paragraph 13 hereof and subject to the other provisions of
this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum
extent provided by Maryland law in effect from time to time, against judgments,
penalties, fines, and settlements and reasonable Expenses actually incurred by
or on behalf of such Indemnitee in connection with such Proceeding or any
claim, issue or matter therein; provided, however, that if such Proceeding was
one by or in the right of



3









 




the Company or the Operating Partnership,
indemnification may not be made in respect of such Proceeding if the Indemnitee
shall have been adjudged to be liable to the Company or the Operating
Partnership. For purposes of this paragraph 2, excise taxes assessed on the
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall be deemed fines.




3. EXPENSES OF A SUCCESSFUL PARTY




     Without limiting the effect of any other provision of this Agreement and
without regard to the provisions of paragraph 6 hereof, to the extent that the
Indemnitee is, by reason of such Indemnitee’s Corporate Status, a party to and
is successful, on the merits or otherwise, in any Proceeding pursuant to a
final non-appealable order, such Indemnitee shall be indemnified against all
reasonable Expenses actually incurred by such Indemnitee in connection
therewith. If the Indemnitee is not wholly successful in such Proceeding
pursuant to a final non-appealable order but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues, or matters in
such Proceeding pursuant to a final non-appealable order, the Indemnitors shall
indemnify the Indemnitee against all reasonable Expenses actually incurred by
such Indemnitee in connection with each successfully resolved claim, issue or
matter. For purposes of this paragraph and without limitation, the termination
of any claim, issue or matter in such Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.



4. ADVANCEMENT OF EXPENSES




     The Indemnitors shall advance all reasonable Expenses incurred by the
Indemnitee in connection with any Proceeding within 20 days after the receipt
by the Indemnitors of a statement from the Indemnitee requesting such advance
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement shall reasonably evidence the Expenses incurred or
to be incurred by the Indemnitee and shall include or be preceded or
accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s
good faith belief that the standard of conduct necessary for indemnification by
the Indemnitors as authorized by this Agreement has been met and (ii) a written
undertaking by or on behalf of the Indemnitee to repay the amounts advanced if
it should ultimately be determined that the standard of conduct has not been
met. The undertaking required by clause (ii) of the immediately preceding
sentence shall be an unlimited general obligation of the Indemnitee but need
not be secured and may be accepted without reference to financial ability to
make the repayment.



5. WITNESS EXPENSES




     Notwithstanding any other provision of this Agreement, to the extent that
the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness
for any reason in any Proceeding to which such Indemnitee is not a named
defendant or respondent, such Indemnitee shall be indemnified by the
Indemnitors against all Expenses actually incurred by or on behalf of such
Indemnitee in connection therewith.



4









 





6. DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION





	 	(A)	 	To obtain indemnification under this Agreement, the
Indemnitee shall submit to the Indemnitors a written request,
including therewith such documentation and information reasonably
necessary to determine whether and to what extent the Indemnitee is
entitled to indemnification.
	 
	 	(B)	 	Indemnification under this Agreement may not be made unless
authorized for a specific Proceeding after a determination has been
made in accordance with this Section 6(B) that indemnification of
the Indemnitee is permissible in the circumstances because the
Indemnitee has met the following standard of conduct: the
Indemnitors shall indemnify the Indemnitee in accordance with the
provisions of paragraph 2 hereof, unless it is established that:
(a) the act or omission of the Indemnitee was material to the matter
giving rise to the Proceeding and (x) was committed in bad faith or
(y) was the result of active and deliberate dishonesty; (b) the
Indemnitee actually received an improper personal benefit in money,
property or services; or (c) in the case of any criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or
omission was unlawful. Upon receipt by the Indemnitors of the
Indemnitee’s written request for indemnification pursuant to
subparagraph 6(A), a determination as to whether the applicable
standard of conduct has been met shall be made within the period
specified in paragraph 6(E): (i) if a Change in Control shall have
occurred, by Special Legal Counsel in a written opinion to the Board
of Trustees, a copy of which shall be delivered to the Indemnitee,
with Special Legal Counsel selected by the Indemnitee (unless the
Indemnitee shall request that such determination be made by the
person or persons and in the manner provided in clause (ii) of this
paragraph 6(B), in which event the provisions of such clause (ii)
shall apply) (If the Indemnitee selects Special Legal Counsel to
make the determination under this clause (i), the Indemnitee shall
give prompt written notice to the Indemnitors advising them of the
identity of the Special Legal Counsel so selected); or (ii) if a
Change in Control shall not have occurred, (A) by the Board of
Trustees by a majority vote of a quorum consisting of trustees not,
at the time, parties to the Proceeding, or, if such quorum cannot be
obtained, then by a majority vote of a committee of the Board of
Trustees consisting solely of two or more trustees not, at the time,
parties to such Proceeding and who were duly designated to act in
the matter by a majority vote of the full Board of Trustees in which
the designated trustees who are parties may participate, (B) by
Special Legal Counsel in a written opinion to the Board of Trustees,
a copy of which shall be delivered to the Indemnitee, with Special
Legal Counsel selected by the Board of Trustees or a committee of
the Board of Trustees by vote as set forth in subparagraph (ii)(A)
of this paragraph 6(B), or, if the requisite quorum of the full
Board of Trustees cannot be obtained therefor and the committee
cannot be established, by a majority of the full Board of Trustees
in which trustees who are parties to the Proceeding may participate
(If the Indemnitors select Special Legal Counsel to make the
determination under this clause (ii), the Indemnitors shall give
prompt




5









 






	 	 	 	written notice to the Indemnitee advising him or her of the
identity of the Special Legal Counsel so selected) or (C) by the
shareholders of the Company. If it is so determined that the
Indemnitee is entitled to indemnification, payment to the
Indemnitee shall be made within 10 days after such determination.
Authorization of indemnification and determination as to
reasonableness of Expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by
Special Legal Counsel under clause (B) above, authorization of
indemnification and determination as to reasonableness of Expenses
shall be made in the manner specified under clause (B) above for
the selection of such Special Legal Counsel.
	 
	 	(C)	 	The Indemnitee shall cooperate with the person or entity
making such determination with respect to the Indemnitee’s
entitlement to indemnification, including providing upon reasonable
advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is
reasonably available to the Indemnitee and reasonably necessary to
such determination. Any reasonable costs or expenses (including
reasonable attorneys’ fees and disbursements) incurred by the
Indemnitee in so cooperating shall be borne by the Indemnitors
(irrespective of the determination as to the Indemnitee’s
entitlement to indemnification) and the Indemnitors hereby indemnify
and agree to hold the Indemnitee’s harmless therefrom.
	 
	 	(D)	 	In the event the determination of entitlement to
indemnification is to be made by Special Legal Counsel pursuant to
paragraph 6(B) hereof, the Indemnitee, or the Indemnitors, as the
case may be, may, within seven days after such written notice of
selection shall have been given, deliver to the Indemnitors or to
the Indemnitee, as the case may be, a written objection to such
selection. Such objection may be asserted only on the grounds that
the Special Legal Counsel so selected does not meet the requirements
of “Special Legal Counsel” as defined in paragraph 1 of this
Agreement. If such written objection is made, the Special Legal
Counsel so selected may not serve as Special Legal Counsel until a
court has determined that such objection is without merit. If,
within 20 days after submission by the Indemnitee of a written
request for indemnification pursuant to paragraph 6(A) hereof, no
Special Legal Counsel shall have been selected or, if selected,
shall have been objected to, either the Indemnitors or the
Indemnitee may petition a court for resolution of any objection
which shall have been made by the Indemnitors or the Indemnitee to
the other’s selection of Special Legal Counsel and/or for the
appointment as Special Legal Counsel of a person selected by the
court or by such other person as the court shall designate, and the
person with respect to whom an objection is so resolved or the
person so appointed shall act as Special Legal Counsel under
paragraph 6(B) hereof. The Indemnitors shall pay all reasonable
fees and expenses of Special Legal Counsel incurred in connection
with acting pursuant to paragraph 6(B) hereof, and all reasonable
fees and expenses incident to the selection of such Special Legal
Counsel pursuant to this paragraph 6(D). In the event that a
determination of entitlement to indemnification is to be made by
Special Legal Counsel and such determination




6









 






	 	 	 	shall not have been made and delivered in a written opinion within
ninety (90) days after the receipt by the Indemnitors of the
Indemnitee’s request in accordance with paragraph 6(A), upon the
due commencement of any judicial proceeding in accordance with
paragraph 8(A) of this Agreement, Special Legal Counsel shall be
discharged and relieved of any further responsibility in such
capacity.
	 
	 	(E)	 	If the person or entity making the determination whether the
Indemnitee is entitled to indemnification shall not have made a
determination within 60 days after receipt by the Indemnitors of the
request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and the Indemnitee
shall be entitled to such indemnification, absent: (i) a
misstatement by the Indemnitee of a material fact, or an omission of
a material fact necessary to make the Indemnitee’s statement not
materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law. Such 60-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person or entity
making said determination in good faith requires additional time for
the obtaining or evaluating of documentation and/or information
relating thereto. The foregoing provisions of this paragraph 6(E)
shall not apply: (i) if the determination of entitlement to
indemnification is to be made by the shareholders and if within 15
days after receipt by the Indemnitors of the request for such
determination the Board of Trustees resolves to submit such
determination to the shareholders for consideration at an annual or
special meeting thereof to be held within 75 days after such receipt
and such determination is made at such meeting, or (ii) if the
determination of entitlement to indemnification is to be made by
Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.





7. PRESUMPTIONS





	 	(A)	 	In making a determination with respect to entitlement or
authorization of indemnification hereunder, the person or entity
making such determination shall presume that the Indemnitee is
entitled to indemnification under this Agreement and the Indemnitors
shall have the burden of proof to overcome such presumption.
	 
	 	(B)	 	The termination of any Proceeding by conviction, or upon a
plea of nolo contendere or its equivalent, or an entry of an order
of probation prior to judgment, creates a rebuttable presumption
that the Indemnitee did not meet the requisite standard of conduct
described herein for indemnification.





8. REMEDIES





	 	(A)	 	In the event that: (i) a determination is made in accordance
with the provisions of paragraph 6 that the Indemnitee is not
entitled to indemnification under this Agreement, or (ii)
advancement of reasonable Expenses is not timely made pursuant to
this Agreement, or (iii) payment of indemnification due the
Indemnitee under this Agreement is not timely made, the Indemnitee
shall be entitled to an adjudication in an appropriate court of
competent jurisdiction of




7









 






	 	 	 	such Indemnitee’s entitlement to such indemnification or
advancement of Expenses.
	 
	 	(B)	 	In the event that a determination shall have been made
pursuant to paragraph 6 of this Agreement that the Indemnitee is not
entitled to indemnification, any judicial proceeding commenced
pursuant to this paragraph 8 shall be conducted in all respects as a
de novo trial on the merits. The fact that a determination had been
made earlier pursuant to paragraph 6 of this Agreement that the
Indemnitee was not entitled to indemnification shall not be taken
into account in any judicial proceeding commenced pursuant to this
paragraph 8 and the Indemnitee shall not be prejudiced in any way by
reason of that adverse determination. In any judicial proceeding
commenced pursuant to this paragraph 8, the Indemnitors shall have
the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.
	 
	 	(C)	 	If a determination shall have been made or deemed to have
been made pursuant to this Agreement that the Indemnitee is entitled
to indemnification, the Indemnitors shall be bound by such
determination in any judicial proceeding commenced pursuant to this
paragraph 8, absent: (i) a misstatement by the Indemnitee of a
material fact, or an omission of a material fact necessary to make
the Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.
	 
	 	(D)	 	The Indemnitors shall be precluded from asserting in any
judicial proceeding commenced pursuant to this paragraph 8 that the
procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the
Indemnitors are bound by all the provisions of this Agreement.
	 
	 	(E)	 	In the event that the Indemnitee, pursuant to this paragraph
8, seeks a judicial adjudication of such Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, if successful
on the merits or otherwise as to all or less than all claims, issues
or matters in such judicial adjudication, the Indemnitee shall be
entitled to recover from the Indemnitors, and shall be indemnified
by the Indemnitors against, any and all reasonable Expenses actually
incurred by such Indemnitee in connection with each successfully
resolved claim, issue or matter.





9. NOTIFICATION AND DEFENSE OF CLAIMS




     The Indemnitee agrees promptly to notify the Indemnitors in writing upon
being served with any summons, citation, subpoena, complaint, indictment,
information, or other document relating to any Proceeding or matter which may
be subject to indemnification or advancement of Expenses covered hereunder, but
the failure so to notify the Indemnitors will not relieve the Indemnitors from
any liability that the Indemnitors may have to Indemnitee under this Agreement
unless the Indemnitors are materially prejudiced thereby. With respect to any
such Proceeding as to which Indemnitee notifies the Indemnitors of the
commencement thereof:



8









 






	 	(A)	 	The Indemnitors will be entitled to participate therein at
their own expense.
	 
	 	(B)	 	Except as otherwise provided below, the Indemnitors will be
entitled to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee. After notice from the Indemnitors to
Indemnitee of the Indemnitors’ election so to assume the defense
thereof, the Indemnitors will not be liable to Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ Indemnitee’s own counsel
in such Proceeding, but the fees and disbursements of such counsel
incurred after notice from the Indemnitors of the Indemnitors’
assumption of the defense thereof shall be at the expense of
Indemnitee unless (a) the employment by counsel by Indemnitee has
been authorized by the Indemnitors, (b) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest
between the Indemnitors and the Indemnitee in the conduct of the
defense of such action, (c) such Proceeding seeks penalties or other
relief against the Indemnitee with respect to which the Indemnitors
could not provide monetary indemnification to the Indemnitee (such
as injunctive relief or incarceration) or (d) the Indemnitors shall
not in fact have employed counsel to assume the defense of such
action, in each of which cases the fees and disbursements of counsel
shall be at the expense of the Indemnitors. The Indemnitors shall
not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Indemnitors, or as to which Indemnitee shall
have reached the conclusion specified in clause (b) above, or which
involves penalties or other relief against Indemnitee of the type
referred to in clause (c) above.
	 
	 	(C)	 	The Indemnitors shall not be liable to indemnify Indemnitee
under this Agreement for any amounts paid in settlement of any
action or claim effected without the Indemnitors’ written consent.
The Indemnitors shall not settle any action or claim in any manner
that would impose any penalty or limitation on Indemnitee without
Indemnitee’s written consent. Neither the Indemnitors nor
Indemnitee will unreasonably withhold or delay consent to any
proposed settlement.





10. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION





	 	(A)	 	The rights of indemnification and to receive advancement of
reasonable Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which the Indemnitee may at
any time be entitled under applicable law, the Declaration of Trust,
the Bylaws, the Operating Partnership’s Partnership Agreement, any
other agreement, a vote of shareholders, a resolution of the Board
of Trustees or otherwise, except that any payments otherwise
required to be made by the Indemnitors hereunder shall be offset by
any and all amounts received by the Indemnitee from any other
indemnitor or under one or more liability insurance policies
maintained by an indemnitor or otherwise and shall not be
duplicative of any other payments received by an Indemnitee from the
Indemnitors in respect of




9









 






	 	 	 	the matter giving rise to the indemnity hereunder. No amendment,
alteration or repeal of this Agreement or any provision hereof
shall be effective as to the Indemnitee with respect to any action
taken or omitted by the Indemnitee as a member of the Board of
Trustees prior to such amendment, alteration or repeal.
	 
	 	(B)	 	To the extent that the Company maintains an insurance policy
or policies providing liability insurance for trustees and officers
of the Company, the Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent
of the coverage available and upon any “Change in Control” the
Company shall use commercially reasonable efforts to obtain or
arrange for continuation and/or “tail” coverage for the Indemnitee
to the maximum extent obtainable at such time.
	 
	 	(C)	 	In the event of any payment under this Agreement, the
Indemnitors shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who shall execute all
papers required and take all actions necessary to secure such
rights, including execution of such documents as are necessary to
enable the Indemnitors to bring suit to enforce such rights.
	 
	 	(D)	 	The Indemnitors shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and
to the extent that the Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement, or
otherwise.





11. CONTINUATION OF INDEMNITY





	 	(A)	 	All agreements and obligations of the Indemnitors contained
herein shall continue during the period the Indemnitee is an officer
or a member of the Board of Trustees of the Company and shall
continue thereafter so long as the Indemnitee shall be subject to
any threatened, pending or completed Proceeding by reason of such
Indemnitee’s Corporate Status and during the period of statute of
limitations for any act or omission occurring during the
Indemnitee’s term of Corporate Status. This Agreement shall be
binding upon the Indemnitors and their respective successors and
assigns and shall inure to the benefit of the Indemnitee and such
Indemnitee’s heirs, executors and administrators.
	 
	 	(B)	 	The Company and the Operating Partnership shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company or
the Operating Partnership, by written agreement in form and
substance reasonably satisfactory to the Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to
the same extent that the Company and the Operating Partnership would
be required to perform if no such succession had taken place.





12. SEVERABILITY




10









 








     If any provision or provisions of this Agreement shall be held to be
invalid, illegal, or unenforceable for any reason whatsoever, (i) the validity,
legality, and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any paragraph of this Agreement
containing any such provision held to be invalid, illegal, or unenforceable,
that is not itself invalid, illegal, or unenforceable) shall not in any way be
affected or impaired thereby, and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any paragraph of this Agreement containing any such provision held to be
invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provisions held invalid, illegal, or unenforceable.




		
	13. 	EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES





     Notwithstanding any other provisions of this Agreement, the Indemnitee
shall not be entitled to indemnification or advancement of reasonable Expenses
under this Agreement with respect to any Proceeding initiated by such
Indemnitee against the Indemnitors other than a proceeding commenced pursuant
to paragraph 8.



14. NOTICE TO THE COMPANY SHAREHOLDERS




     Any indemnification of, or advancement of reasonable Expenses, to an
Indemnitee in accordance with this Agreement, if arising out of a Proceeding by
or in the right of the Company, shall be reported in writing to the
shareholders of the Company with the notice of the next Company shareholders’
meeting or prior to the meeting.




		
	15. 	PAYMENT BY THE OPERATING PARTNERSHIP OF AMOUNTS REQUIRED TO BE PAID OR
ADVANCED BY THE COMPANY





     The obligations of the Company and the Operating Partnership under this
Agreement shall be joint and several. The Operating Partnership shall promptly
pay upon demand by the Company or the Indemnitee all amounts the Company is
required to pay or advance hereunder.



16. HEADINGS




     The headings of the paragraph of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.



17. MODIFICATION AND WAIVER




     No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by each of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.



11









 





18. NOTICES




     All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, if so delivered or mailed, as the case may be, to the following
addresses:



     If to the Indemnitee, to the address set forth in the records of the
Company.



     If to the Indemnitors, to:



U-Store-It Trust

U-Store-It, L.P.

6745 Engle Road, Suite 300

Cleveland, OH 44130

Attention: Steven Osgood

Fax No.: 440/234-8776



with a copy (which shall not constitute notice) to:



U-Store-It Trust

6745 Engle Road, Suite 300

Cleveland, OH 44130

Attention: Patricia Rocewicky

Fax No.: 440/234-5899


or to such other address as may have been furnished to the Indemnitee by the
Indemnitors or to the Indemnitors by the Indemnitee, as the case may be.




19. GOVERNING LAW




     The parties agree that this Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Maryland, without
application of the conflict of laws principles thereof.



20. NO ASSIGNMENTS




     The Indemnitee may not assign its rights or delegate obligations under
this Agreement without the prior written consent of the Indemnitors. Any
assignment or delegation in violation of this Section 20 shall be null and
void.



21. NO THIRD PARTY RIGHTS




     Nothing expressed or referred to in this Agreement will be construed to
give any person other than the parties to this Agreement any legal or equitable
right, remedy or claim under or



12









 




with respect to this Agreement or any provision of this Agreement. This
Agreement and all of its provisions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and permitted assigns.




22. COUNTERPARTS




     This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together constitute an agreement
binding on all of the parties hereto.



(Remainder of page intentionally left blank.)




13









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.



	 	 	 	 	 
	 	 	U-STORE-IT TRUST
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Amsdell
	

	 	 	 	
 
	

	 	Name:
	 	Robert J. Amsdell
	

	 	Title:
	 	Chairman of the Board of Trustees and
	

	 	 	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	U-STORE-IT, L.P.
	 
	 	 	 	 
	 	 	By:U-Store-It Trust,
	 	 	its
general partner

	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Amsdell
	

	 	 	 	
 
	

	 	Name:
	 	Robert J. Amsdell
	

	 	Title:
	 	Chairman of the Board of Trustees and
	

	 	 	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	INDEMNITEE:
	 
	 	 	 	 
	 	 	/s/ William M. Diefenderfer III
	 	 	
 
	 	 	William M. Diefenderfer III








14