exv10w7



 





Exhibit 10.7



STOCK PURCHASE AGREEMENT




          This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of
October 27, 2004 (the “Effective Date”) by and among U-Store-It Trust, a
Maryland real estate investment trust (the “Purchaser”), and Robert J.
Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family
Irrevocable Trust dated June 4, 1998, and the Loretta Amsdell Family
Irrevocable Trust dated June 4, 1998 (collectively, the “Sellers” and each a
“Seller”).



RECITALS




          WHEREAS, Purchaser and its affiliates are engaging in various related
transactions pursuant to which, among other things, Purchaser will effect an
initial public offering of its common shares and contribute the proceeds
therefrom for units of partnership interest in U-Store-It, L.P. (“USI”) (the
“IPO,” and together with the transactions related thereto, the “IPO
Transactions”);



          WHEREAS, in connection with the IPO Transactions, the Sellers wish to sell
to the Purchaser 303 shares (the “Company Shares”) of common stock,
without par value (the “Common Stock”), of U-Store-It Mini Warehouse Co., an
Ohio corporation (the “Company”), which shares constitute all of the
issued and outstanding shares of capital stock of the Company, on the terms and
subject to the conditions set forth in this Agreement; and



          WHEREAS, the Purchaser wishes to purchase the Company Shares on the terms
and subject to the conditions set forth in this Agreement.



          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, agreements and warranties herein contained, the parties hereby agree
as follows:


I. SALE AND PURCHASE OF COMPANY SHARES.




     1.1 Sale and Purchase of Company Shares.



          Subject to the terms and conditions of this Agreement, each of the Sellers
shall transfer, assign and sell to the Purchaser, and the Purchaser shall
purchase from such Seller, the Company Shares owned by such Seller as set forth
on Exhibit A. As set forth on Exhibit A, the aggregate purchase
price for all of the Company Shares (the “Aggregate Purchase Price”) shall be
the sum of (a) $22,000,000.00 and (b) the Working Capital Adjustment Amount (as
defined below). The portion of the Aggregate Purchase Price allocated to each
Seller (each a “Seller Purchase Price”) shall be determined based on such
Seller’s respective ownership percentage as set forth on Exhibit A.
Notwithstanding the foregoing, the Purchaser, in its sole discretion, shall
have the right to increase or decrease the Aggregate Purchase Price by an
amount not to exceed $50.00 (in which case a corresponding proportionate
increase or decrease shall be made to each Seller Purchase Price). For
purposes of this Agreement, (x) the term “Working Capital Adjustment Amount”
shall mean the difference obtained by subtracting Closing Current
Liabilities from Closing



 









 







Current Assets, (y) the term “Closing Current
Assets” shall mean the current assets of the Company as of the Closing,
calculated in accordance with generally accepted accounting principals
(“GAAP”), and (z) the term “Closing Current Liabilities” shall mean the current
liabilities of the Company as of the Closing, calculated in accordance with
GAAP (but not taking into account the Company Promissory Notes (as defined
below)). Closing Current Assets and Closing Current Liabilities shall be
determined by the Purchaser in good faith at the time of the Closing and shall
be conclusive.



     1.2 Closing.



          (a) Upon the terms and subject to the satisfaction or waiver of all of the
conditions to closing set forth in this Agreement, the closing (the
“Closing”) of the sale and purchase of the Company Shares shall take
place at the offices of Hogan & Hartson L.L.P., 555 13th Street, N.W.,
Washington, D.C. 20004, or at such other location as may be agreed upon by each
of the Sellers and the Purchaser. The Closing shall take place at such time
and place as the Purchaser and each of the Sellers shall agree upon the
satisfaction or waiver of all conditions hereto (the “Closing Date”),
provided, however, that if the IPO shall be consummated, Purchaser shall have
the absolute and unconditional right, subject only to the payment of the
Purchase Price as provided for herein, to require the Closing to occur on the
same day as the closing of the IPO or at anytime thereafter.



          (b) At the Closing, (i) each of the Sellers shall deliver to the Purchaser
a stock certificate or certificates representing the Company Shares owned by
such Seller as set forth on Exhibit A, together with a duly executed
stock power or powers, substantially in the form of Exhibit B attached
hereto, assigning such certificate or certificates to the Purchaser, and (ii)
the Purchaser shall deliver to each of the Sellers its respective Seller
Purchase Price by wire transfer of immediately available funds into an account
designated in writing by such Seller.


II. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.




          The Purchaser represents and warrants to each of the Sellers, as of the
Effective Date and as of the Closing Date, as follows:



     2.1 Organization, Good Standing and Qualification.



          The Purchaser has been duly organized and is validly existing as a real
estate investment trust in good standing under the laws of the State of
Maryland with full power and authority to own, lease and operate its
properties and conduct its business as now being conducted, and has been
duly qualified to transact business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, except where the
failure to so qualify would not have a material adverse effect on the
Purchaser.



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     2.2 Power, Authority and Enforceability.



          (a) The Purchaser has the requisite power and authority, and has taken
all required action necessary, to execute, deliver and perform this
Agreement and to purchase the Company Shares.



          (b) This Agreement has been duly executed and delivered by the
Purchaser and constitutes the legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms,
except as may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, and (ii) equitable principles of
general applicability relating to the availability of specific performance,
injunctive relief or other equitable remedies.



     2.3 Compliance with Other Instruments.



          The execution, delivery and performance of this Agreement by the
Purchaser and the consummation by the Purchaser of the transactions
contemplated hereby do not (a) result in a violation of the Purchaser’s
Amended and Restated Declaration of Trust or Bylaws, or (b) conflict with,
or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Purchaser is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree applicable
to the Purchaser or by which any property or asset of the Purchaser is bound
or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in
the aggregate, materially impair the Purchaser’s ability to perform its
obligations under this Agreement).


III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.




          Each of the Sellers represents and warrants to the Purchaser, as of the
Effective Date and as of the Closing Date, as follows:



     3.1 Power, Authority and Enforceability.



          (a) To the extent applicable, such Seller has the requisite power and
authority, and has taken all required action necessary, to execute, deliver
and perform this Agreement and to sell the Company Shares to the Purchaser
hereunder.



          (b) This Agreement has been duly executed and delivered by such Seller
and constitutes the legal, valid and binding obligation of such Seller
enforceable against such Seller in accordance with its terms, except as may
be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general



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application affecting enforcement of
creditors’ rights generally, and (ii) equitable
principles of general applicability relating to the availability of
specific performance, injunctive relief or other equitable remedies.



     3.2 Compliance with Other Instruments.



          The execution, delivery and performance of this Agreement by such
Seller and the consummation by such Seller of the transactions contemplated
hereby do not (a) in the case of a Seller that is a trust, result in a
violation of such Seller’s trust agreement or (b) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which such Seller is a party, or result in a violation of any
law, rule, regulation, order, judgment or decree applicable to such Seller
or by which any property or asset of such Seller is bound or affected
(except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in
the aggregate, materially impair such Seller’s ability to perform its
obligations under this Agreement).



     3.3 Title to Shares/Capitalization.



          (a) Such Seller is the lawful owner of the number of Company Shares set
forth on Exhibit A attached hereto. On the Closing Date, such Seller
will have good, valid and marketable title, free and clear of all
encumbrances, to its respective Company Shares set forth on Exhibit
A, with full right and lawful authority to sell and transfer such
Company Shares to the Purchaser in connection with the Closing.



          (b) None of such Seller’s Company Shares are subject to any outstanding
option, warrant, call, or similar right of any other person to acquire such
Seller’s Company Shares. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of any of such
Seller’s Company Shares.



          (c) The authorized capital stock of the Company consists of 500 shares of
Common Stock, of which 303 are issued and outstanding. All of the issued and
outstanding shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable.


IV. CONDITIONS OF THE PURCHASER’S OBLIGATIONS AT THE CLOSING.




          The Purchaser’s obligations at the Closing under Article I of this
Agreement are subject to the satisfaction or waiver by the Purchaser on or
before the Closing Date of each of the following conditions:



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     4.1 Representations and Warranties.



          The representations and warranties of each of the Sellers contained
herein shall be true on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of the
Closing Date.



     4.2 Performance.



          Each of the Sellers shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by them on or before the Closing
Date.



     4.3 No Injunction.



          There shall not be in effect any order, decree or injunction of a court
or agency of competent jurisdiction which enjoins or prohibits consummation
of the transactions contemplated hereby and there shall be no actual or
threatened action, suit, arbitration, inquiry, proceedings or investigation
by or before any governmental authority, court or agency of competent
jurisdiction, which would reasonably be expected to materially impair the
ability of the Purchaser or any of the Sellers to consummate the
transactions contemplated hereby.



     4.4 Consents.



          Any consent, approval or authorization of, or declaration or filing
with, any governmental authority or other person or entity that is required
for the valid execution and delivery of this Agreement or performance of its
obligations hereunder has been obtained or filed.



     4.5 IPO.



          The IPO shall have been consummated.


V. CONDITIONS OF THE SELLERS’ OBLIGATIONS AT THE CLOSING.




          Each of the Sellers’ obligations at the Closing under Article I of this
Agreement are subject to the satisfaction or waiver by each of the Sellers
on or before the Closing Date of each of the following conditions:



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     5.1 Representations and Warranties.



          The representations and warranties of the Purchaser contained herein
shall be true on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing
Date.



     5.2 Performance.



          The Purchaser shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to
be performed or complied with by them on or before the Closing Date.



     5.3 No Injunction.



          There shall not be in effect any order, decree or injunction of a court
or agency of competent jurisdiction which enjoins or prohibits consummation
of the transactions contemplated hereby and there shall be no actual or
threatened action, suit, arbitration, inquiry, proceedings or investigation
by or before any governmental authority, court or agency of competent
jurisdiction, which would reasonably be expected to materially impair the
ability of the Purchaser or any of the Sellers to consummate the
transactions contemplated hereby.



     5.4 Consents.



          Any consent, approval or authorization of, or declaration or filing
with, any governmental authority or other person or entity that is required
for the valid execution and delivery of this Agreement or performance of its
obligations hereunder has been obtained or filed.



     5.5 IPO.



          The IPO shall have been consummated.


VI. MISCELLANEOUS.




     6.1 Survival of Warranties and Covenants.



          The warranties and representations of the Purchaser and each of the
Sellers contained in or made pursuant to Articles II and III of this
Agreement shall survive the Closing hereunder through and until the
expiration of the statute of limitations applicable to each such warranty or
representation. The covenants contained herein shall survive the Closing
hereunder indefinitely, except for any provisions which expire by their
terms. The representations and warranties contained



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in this Agreement shall in no way be affected by any investigation of
the subject matter thereof made by or on behalf of the Purchaser or any of
the Sellers.




     6.2 Successors and Assigns.



          Except as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto. No party shall be permitted
to assign any of its rights hereunder to any third party, except that the
Purchaser may assign its rights hereunder to Acquiport/Amsdell I Limited
Partnership, a Delaware limited partnership. Any attempted assignment in
violation hereof shall be null and void ab initio and of no
force or effect. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective
successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.



     6.3 Governing Law.



          This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, without giving effect to the conflict of law
provisions thereof.



     6.4 Counterparts.



          This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.



     6.5 Titles and Subtitles.



          The title and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this
Agreement.



     6.6 Notices.



          Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given
(a) upon personal delivery to the party to be notified, (b) on the fifth
business day after deposit with the United States Post Office, by registered
or certified mail, postage prepaid, (c) on the next business day after
dispatch via nationally recognized overnight courier or (d) upon
confirmation of transmission by facsimile, all addressed to the party to be
notified at the address indicated for such party below, or at such other
address as such party may designate by 10 days’ advance written notice to
the other parties. Notices should be provided in accordance with this
Section at the following addresses:



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If to the Purchaser, to:




	 	 	 
	 

	 	U-Store-It Trust
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, Ohio 44130
	

	 	Attention: Steven G. Osgood
	

	 	Facsimile: (440) 234-8776






with a copy to:




	 	 	 
	 

	 	Hogan & Hartson L.L.P.
	

	 	555 13th Street, N.W.
	

	 	Washington, D.C. 20004
	

	 	Attention: Thomas C. Morey
	

	 	Facsimile: (202) 637-5910






If to the Sellers, to:




	 	 	 
	 

	 	Robert J. Amsdell
	

	 	c/o U-Store-It Trust
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, Ohio 44130
	

	 	Attention: Robert J. Amsdell
	

	 	Facsimile: (440) 234-8776
	 
	 	 
	

	 	Barry L. Amsdell
	

	 	c/o U-Store-It Trust
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, Ohio 44130
	

	 	Attention: Barry L. Amsdell
	

	 	Facsimile: (440) 234-8776
	 
	 	 
	

	 	Todd C. Amsdell
	

	 	c/o U-Store-It Trust
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, Ohio 44130
	

	 	Attention: Todd C. Amsdell
	

	 	Facsimile: (440) 234-8776
	 
	 	 
	

	 	The Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998
	

	 	c/o David M. Kall
	

	 	McDonald, Hopkins, Burke & Haber Co., L.P.A.
	

	 	2100 Bank One Center







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	 	600 Superior Avenue, E.
	

	 	Cleveland, OH 44114-2653
	 
	 	 
	

	 	The Loretta Amsdell Family Irrevocable Trust dated June 4, 1998
	

	 	c/o David M. Kall
	

	 	McDonald, Hopkins, Burke & Haber Co., L.P.A.
	

	 	2100 Bank One Center
	

	 	600 Superior Avenue, E.
	

	 	Cleveland, OH 44114-2653







     6.7 Expenses.



          Each party shall pay all costs and expenses that it incurs with respect
to the negotiation, execution, delivery and performance of this Agreement.



     6.8 Amendments and Waivers.



          Any term of this Agreement may be amended, and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Purchaser and each of the Sellers.



     6.9 Severability.



          If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with
its terms.



     6.10 Entire Agreement.



          This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and no party shall be liable or bound
to any other party in any manner by any warranties, representations or
covenants except as specifically set forth herein.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



	 	 	 	 	 
	 	 	PURCHASER
	 
	 	 	 	 
	 	 	U-STORE-IT TRUST
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven G. Osgood
	

	 	 	 	
 
	 	 	Name: Steven G. Osgood
	 	 	Its: President
	 
	 	 	 	 
	 	 	SELLERS
	 
	 	 	 	 
	 	 	/s/ Robert J. Amsdell
	 	 	
 
	 	 	Robert J. Amsdell
	 
	 	 	 	 
	 	 	/s/ Barry L. Amsdell
	 	 	
 
	 	 	Barry L. Amsdell
	 
	 	 	 	 
	 	 	/s/ Todd C. Amsdell
	 	 	
 
	 	 	Todd C. Amsdell
	 
	 	 	 	 
	 	 	THE ROBERT J. AMSDELL FAMILY
	 	 	IRREVOCABLE TRUST
	 	 	DATED JUNE 4, 1998
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bernard L. Karr
	

	 	 	 	
 
	 	 	Name: Bernard L. Karr
	 	 	Its: Trustee
	 
	 	 	 	 
	 	 	THE LORETTA AMSDELL FAMILY
	 	 	IRREVOCABLE TRUST
	 	 	DATED JUNE 4, 1998
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bernard L. Karr
	

	 	 	 	
 
	 	 	Name: Bernard L. Karr
	 	 	Its: Trustee








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