Exhibit 10.1

 

Execution Copy

 

U-STORE-IT TRUST

 

CONTROLLED EQUITY OFFERINGSM

 

AMENDMENT NO. 1 TO
  SALES AGREEMENT

 

January 26, 2011

 

CANTOR FITZGERALD & CO.

499 Park Avenue

New York, NY 10022

 

Ladies and Gentlemen:

 

Reference is made to the Sales Agreement, dated April 3, 2009 (the “Sales Agreement”), among Cantor Fitzgerald & Co. (“CF&Co”), U-Store-It Trust, a Maryland real estate investment trust (the “Company”), and U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”), pursuant to which the Company agreed to sell through CF&Co, as sales agent, up to 10,000,000 shares of the Company’s common shares of beneficial interest, par value $0.01 per share.  All capitalized terms used in this Amendment No. 1 to Sales Agreement among CF&Co, the Company and the Operating Partnership (this “Amendment”) and not otherwise defined shall have the respective meanings assigned to them in the Sales Agreement.  CF&Co, the Company and the Operating Partnership agree as follows:

 

A. Amendments to Sales Agreement.  The Sales Agreement is amended as follows:

 

	
1.
    	
 
    	
The   first sentence of the second paragraph of Section 1 of the Sales   Agreement is hereby deleted and replaced with the following: 

 

“The   Company agrees that, from time to time during the term of this Agreement, on   the terms and subject to the conditions set forth herein, it may issue and   sell through CF&Co, acting as agent and/or principal, up to 15,000,000   shares (the “Shares”) of the Company’s   common shares of beneficial interest, par value $0.01 per share (the “Common Shares”).”
    
	
 
    	
 
    	
 
    
	
2.
    	
 
    	
In   Section 6(p) of the Sales Agreement, the reference to   “Deloitte & Touche LLP” shall be replaced with “KPMG LLP”.
    
	
 
    	
 
    	
 
    
	
3.
    	
 
    	
In   Section 7(o) of the Sales Agreement, the references to “Venable   LLP” and “Bass, Berry & Sims PLC” each shall be replaced with   “Pepper Hamilton LLP”.
    
	
 
    	
 
    	
 
    
	
4.
    	
 
    	
In   Section 12 of the Sales Agreement, (i) the reference to “fax no.   (212) 884-8494, Attention: Dean M. Colucci” shall be replaced with “fax no.   (212) 884-8466, Attention: Daniel I. Goldberg”; (ii) the reference to   “fax no. (610) 293-5720” shall be replaced with “fax no. (610) 293-5729”; and   (iii) the reference to “Bass, Berry & Sims PLC, 100 Peabody   Place, Suite 900, Memphis, Tennessee 38103, fax no. (888) 543-4644,   Attention: John A. Good” shall be replaced with “Pepper Hamilton LLP, 3000   Two Logan Square, Philadelphia, Pennsylvania 19103, fax no. (215) 981-4750,   Attention: Michael H. Friedman”.
    


 

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5.
    	
 
    	
The   first sentence of the Placement Notice attached as Schedule 1 to the Sales   Agreement shall be amended to add “as amended on January 26, 2011”   immediately before “(the “Agreement”)”   at the end thereof.
    
	
 
    	
 
    	
 
    
	
6.
    	
 
    	
Schedule   4 to the Sales Agreement shall be replaced in its entirety with the schedule   set forth as Exhibit A hereto.
    
	
 
    	
 
    	
 
    
	
7.
    	
 
    	
The   first sentence of the Officer Certificate attached as   Exhibit 7(n) to the Sales Agreement is amended to add “as amended   on January 26, 2011” immediately before “(the “Sales   Agreement”)” at the end thereof.
    
	
 
    	
 
    	
 
    
	
8.
    	
 
    	
In   Exhibit 7(o)(1) of the Sales Agreement, the reference to “Venable   LLP” shall be replaced with “Pepper Hamilton LLP”.
    


 

B.            Prospectus Supplement.  The Company agrees to file a 424(b) Prospectus Supplement reflecting this Amendment within 2 business days of the date hereof.

 

C.            No Other Amendments.  Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect.

 

D.            Counterparts.  This Amendment 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. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

 

2











 

If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership and CF&Co, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 to Sales Agreement shall constitute a binding agreement among the Company, Operating Partnership and CF&Co.

 

	
 
    	
Very   truly yours,
    
	
 
    
	
 
    	
U-STORE-IT TRUST
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Marr
    
	
 
    	
Name:
    	
Christopher   Marr
    
	
 
    	
Title:
    	
President   and Chief Investment Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
U-STORE-IT, L.P.
    
	
 
    	
By: U-Store-It Trust, its general partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Marr
    
	
 
    	
Name:
    	
Christopher   Marr
    
	
 
    	
Title:
    	
President   and Chief Investment Officer
    
				


 

 

	
ACCEPTED as of the date first-above written:
    	
 
    
	
 
    	
 
    
	
CANTOR FITZGERALD & CO.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Jeffrey Lumby
    	
 
    
	
Name:   
    	
Jeffrey   Lumby
    	
 
    
	
Title:   
    	
Managing   Director
    	
 
    


 

[Signature Page to Amendment No. 1 to Sales Agreement]

 











 

EXHIBIT A

 

SCHEDULE 4

 

SCHEDULE OF SUBSIDIARIES

 

	
Subsidiary
    	
 
    	
Jurisdiction of Organization
    
	
U-Store-It,   L.P.
    	
 
    	
Delaware
    
	
Acquiport/Amsdell   III, LLC
    	
 
    	
Delaware
    
	
Acquiport/Amsdell   IV, LLC
    	
 
    	
Delaware
    
	
Acquiport/Amsdell   VI, LLC
    	
 
    	
Delaware
    
	
Lantana   Property Owner’s Association, Inc.
    	
 
    	
Florida
    
	
U-Store-It   Development LLC
    	
 
    	
Delaware
    
	
U-Store-It   Mini Warehouse Co.
    	
 
    	
Ohio
    
	
U-Store-It   Trust Luxembourg S.ar.l.
    	
 
    	
Luxembourg
    
	
USI   II, LLC
    	
 
    	
Delaware
    
	
USI   Overseas Development Holding L.P.
    	
 
    	
Delaware
    
	
USI   Overseas Development LLC
    	
 
    	
Delaware
    
	
USIFB   LP
    	
 
    	
London
    
	
USIFB   LLP
    	
 
    	
London
    
	
YASKY   LLC
    	
 
    	
Delaware
    
	
YSI   I LLC
    	
 
    	
Delaware
    
	
YSI   II LLC
    	
 
    	
Delaware
    
	
YSI   III LLC
    	
 
    	
Delaware
    
	
YSI   IV LLC
    	
 
    	
Delaware
    
	
YSI   IX GP LLC
    	
 
    	
Delaware
    
	
YSI   IX LP
    	
 
    	
Delaware
    
	
YSI   IX LP LLC
    	
 
    	
Delaware
    
	
YSI   Management LLC
    	
 
    	
Delaware
    
	
YSI   V LLC
    	
 
    	
Delaware
    
	
YSI   VI LLC
    	
 
    	
Delaware
    
	
YSI   VII GP LLC
    	
 
    	
Delaware
    
	
YSI   VII LP
    	
 
    	
Delaware
    
	
YSI   VII LP LLC
    	
 
    	
Delaware
    
	
YSI   VIII GP LLC
    	
 
    	
Delaware
    
	
YSI   VIII LP
    	
 
    	
Delaware
    
	
YSI   VIII LP LLC
    	
 
    	
Delaware
    
	
YSI   X GP LLC
    	
 
    	
Delaware
    
	
YSI   X LP
    	
 
    	
Delaware
    
	
YSI   X LP LLC
    	
 
    	
Delaware
    
	
YSI   XI GP LLC
    	
 
    	
Delaware
    
	
YSI   XI LP
    	
 
    	
Delaware
    
	
YSI   XI LP LLC
    	
 
    	
Delaware
    
	
YSI   XII GP LLC
    	
 
    	
Delaware
    
	
YSI   XII LP
    	
 
    	
Delaware
    
	
YSI   XII LP LLC
    	
 
    	
Delaware
    
	
YSI   XIII GP LLC
    	
 
    	
Delaware
    
	
YSI   XIII LP
    	
 
    	
Delaware
    
	
YSI   XIII LP LLC
    	
 
    	
Delaware
    
	
YSI   XIV GP LLC
    	
 
    	
Delaware
    


 











 

	
Subsidiary
    	
 
    	
Jurisdiction of Organization
    
	
YSI   XIV LP
    	
 
    	
Delaware
    
	
YSI   XIV LP LLC
    	
 
    	
Delaware
    
	
YSI   XV LLC
    	
 
    	
Delaware
    
	
YSI   XVI LLC
    	
 
    	
Delaware
    
	
YSI   XVII GP LLC
    	
 
    	
Delaware
    
	
YSI   XVII LP
    	
 
    	
Delaware
    
	
YSI   XVII LP LLC
    	
 
    	
Delaware
    
	
YSI   XX GP LLC
    	
 
    	
Delaware
    
	
YSI   XX LP
    	
 
    	
Delaware
    
	
YSI   XX LP LLC
    	
 
    	
Delaware
    
	
YSI   XXI LLC
    	
 
    	
Delaware
    
	
YSI   XXII LLC
    	
 
    	
Delaware
    
	
YSI   XXIII LLC
    	
 
    	
Delaware
    
	
YSI   XXIV GP LLC
    	
 
    	
Delaware
    
	
YSI   XXIV LP LLC
    	
 
    	
Delaware
    
	
YSI   XXIX GP LLC
    	
 
    	
Delaware
    
	
YSI   XXIX LP
    	
 
    	
Delaware
    
	
YSI   XXIX LP LLC
    	
 
    	
Delaware
    
	
YSI   XXV GP LLC
    	
 
    	
Delaware
    
	
YSI   XXV LP
    	
 
    	
Delaware
    
	
YSI   XXV LP LLC
    	
 
    	
Delaware
    
	
YSI   XXVI GP LLC
    	
 
    	
Delaware
    
	
YSI   XXVI LP
    	
 
    	
Delaware
    
	
YSI   XXVI LP LLC
    	
 
    	
Delaware
    
	
YSI   XXVII GP LLC
    	
 
    	
Delaware
    
	
YSI   XXVII LP
    	
 
    	
Delaware
    
	
YSI   XXVII LP LLC
    	
 
    	
Delaware
    
	
YSI   XXVIII GP LLC
    	
 
    	
Delaware
    
	
YSI   XXVIII LP
    	
 
    	
Delaware
    
	
YSI   XXVIII LP LLC
    	
 
    	
Delaware
    
	
YSI   XXX LLC
    	
 
    	
Delaware
    
	
YSI   XXXI LLC
    	
 
    	
Delaware
    
	
YSI   XXXII LLC
    	
 
    	
Delaware
    
	
YSI   XXXIII LLC
    	
 
    	
Delaware
    
	
YSI   XXXIIIA LLC
    	
 
    	
Delaware
    
	
YSI   XXXIV LLC
    	
 
    	
Delaware
    
	
YSI   XXXV LLC
    	
 
    	
Delaware
    
	
YSI   XXXVII LLC
    	
 
    	
Delaware
    
	
YSI   XXXVIII LLC
    	
 
    	
Delaware
    
	
YSI   XXXIX LLC
    	
 
    	
Delaware
    
	
YSI   XXXX LLC
    	
 
    	
Delaware
    
	
YSI   XXXXI LLC
    	
 
    	
Delaware
    
	
YSI   XXXXII LLC
    	
 
    	
Delaware
    
	
YSI   XXXXIII LLC
    	
 
    	
Delaware
    
	
YSI   XXXXIV LLC
    	
 
    	
Delaware
    
	
YSI   XXXXV LLC
    	
 
    	
Delaware
    
	
YSI   XXXXVI LLC
    	
 
    	
Delaware
    


 











 

	
Subsidiary
    	
 
    	
Jurisdiction of Organization
    
	
YSI   XXXXVII LLC
    	
 
    	
Delaware
    
	
YSI   XXXXVIII LLC
    	
 
    	
Delaware
    
	
YSI   XLIX LLC
    	
 
    	
Delaware
    
	
YSI   L LLC
    	
 
    	
Delaware
    
	
YSI   Venture LP LLC
    	
 
    	
Delaware
    
	
YSI   Venture GP LLC
    	
 
    	
Delaware
    
	
YSI-HART   Limited Partnership
    	
 
    	
Delaware
    
	
YSI   HART TRS, Inc.
    	
 
    	
Delaware
    
	
Storage   Asset Management, LLC
    	
 
    	
Delaware
    
	
Property   Guard, LLC
    	
 
    	
Delaware
    
	
YSI   Burke Lake, LLC
    	
 
    	
Delaware