EXHIBIT 10.2


 


FIRST
AMENDMENT TO CONTRIBUTION AGREEMENT


 


THIS FIRST AMENDMENT TO CONTRIBUTION
AGREEMENT (this “Amendment”) is made as of August 13, 2009 (the “Effective
Date”) by and between YSI VENTURE LP LLC,
a Delaware limited liability company (“Operator LP”), and HART — YSI INVESTOR LP LLC, a Delaware
limited liability company (“Investor LP”).


 


RECITALS


 


A.                                   On August 6,
2009, Operator LP and Investor LP entered into that certain Contribution
Agreement (the “Contribution Agreement”) pursuant to which a joint
venture would be formed to own certain real estate.  Capitalized terms used herein, but not
defined in this Amendment, shall have the meanings given to such terms in the
Contribution Agreement.


 


B.                                  Operator LP and
Investor LP now wish to modify certain terms and provisions of the Contribution
Agreement on the terms set forth in this Amendment.


 


In consideration of the
foregoing statements and the mutual agreements herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, each intending to be legally bound, as
follows:


 


1.                                       Amendment to Section 7.4(a).  Section 7.4(a) of the
Agreement is hereby modified to add an additional subsection (vii) as
follows:


 


“(vii)                 arising from or in connection with any claim
or proceeding against the Investor LP, Investor GP or the Company by a
bankruptcy trustee or other third party in, or in connection with, a
bankruptcy, insolvency or other creditors’ rights action or proceeding in which
U-Store-It Trust, a Maryland real estate investment trust, YSI LP, Operator LP,
Operator GP or any of their Affiliates is a debtor, the result of which causes
the Company to lose any right, title or interest in all or any of the Locations,
or any of its other assets; provided, however, to the extent that the Company
actually recovers any of such loss from the applicable title company as a
result of title insurance coverage under the Company’s title insurance
policies, the amount of such recovery shall reduce the amount of the loss
covered under the indemnity provisions of this subsection (vii); and if
Operator LP has already reimbursed the Company for such loss, then the Company
shall refund to Operator LP the amount of such reimbursement to the extent of
such recovery under the Company’s title insurance policies.”


 


The other portions of Section 7.4(a) contained
in the Contribution Agreement shall otherwise remain unchanged and in full
force and effect.


 


2.                                       Amendment of
Agreements at Second Closing Date.  If a Closing shall occur on the Second
Closing Date pursuant to the terms of the Contribution Agreement, then Investor
LP and Operator LP agree that the New Management Agreement and the New Services
Agreement shall be amended as of the Second Closing Date so as to include all
additional Locations which are contributed to the Company as of the Second
Closing Date within the terms of said agreements.


 

















 


3.                                       Amendments
Regarding Vehicles.   Investor
LP and Operator LP hereby acknowledge that, notwithstanding the provisions of Section 1.3(d) and
Section 4.7 of the Contribution Agreement, the Vehicles will not be
transferred to the Company.  Rather, the
New Management Agreement will contain provisions (acceptable to Investor LP and
Operator LP) requiring that the Property Manager coordinate the availability of
Vehicles at the Locations in the ordinary course of the operation of the
Locations (it being agreed that the Vehicles will be also available to
non-Company facilities operated by YSI LP (or its Affiliates on a non-discriminatory
basis).  In that regard:


 


(a)                                  Section 1.3(d) of the
Contribution Agreement is hereby amended to strike therefrom the words “including
trucks and/or vehicles located at each Location (“Vehicles”)”; and


 


(b)                                 Section 4.7 is hereby
stricken from the Contribution Agreement.


 


4.                                       Certain
Typographical Corrections.  The
following provisions of the Contribution Agreement are hereby amended to
correct typographical errors therein:


 


(a)                               The words “With
respect to Material Objections” contained at the beginning of the fourth
sentence of Section 3.2(c) of the Contribution Agreement shall
be replaced with the words “With respect to any Title Defects”; and


 


(b)                              The references
to “Investor LP” and “Investor GP” in subsection (j) of Section 3.5
of the Contribution Agreement shall be replaced with references to “Operator LP”
and “Operator GP”.


 


5.                                       Modification of
Exhibit C and Exhibit D.  Investor LP and Operator LP acknowledge that EXHIBIT D incorrectly identified
Location #702 (4309 Ehrlich Road, Tampa FL) as a Tranche II Location and that
such is actually a Tranche I Location. 
As such, the REVISED EXHIBIT C
and REVISED EXHIBIT D
attached to this Amendment are substituted in the place and stead of EXHIBIT C and EXHIBIT D originally attached to the
Contribution Agreement.


 


6.                                       Miscellaneous. Except as
expressly amended hereby, the Contribution Agreement shall remain unmodified
and in full force and effect.  This
Amendment may be executed in counterparts and may be executed by facsimile or
electronic transmission of signatures by the parties and such facsimile or
electronic signatures shall be valid and binding for all purposes.


 


[Signature Pages Follow
as S-1 and S-2]


 


2

















 


IN WITNESS WHEREOF, each of
the parties hereto has executed this Amendment as of the Effective Date.


 


	
   

  	
  OPERATOR
  LP:

  
	
   

  	
   

  
	
   

  	
  YSI
  VENTURE LP LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey P. Foster

  
	
   

  	
  Name:

  	
  Jeffrey
  P. Foster

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  LP:

  
	
   

  	
   

  	
   

  
	
   

  	
  HART
  — YSI INVESTOR LP LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEITMAN
  AMERICA REAL ESTATE HOLDING, L.P., a Delaware limited liability company, its
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEITMAN
  AMERICA REAL ESTATE HOLDING GP, LLC, a Delaware limited liability company,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEITMAN
  AMERICA REAL ESTATE REIT LLC, a Delaware limited liability company, its
  managing member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEITMAN
  AMERICA REAL ESTATE TRUST, L.P., a Delaware limited partnership, its managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEITMAN
  AMERICA REAL ESTATE TRUST, LLC, a Delaware limited liability company, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Perisho

  
	
   

  	
   

  	
  Name:

  	
  David
  Perisho

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


S-1

















 


JOINDER AND AGREEMENT OF YSI LP AND AFFILIATE OWNERS


 


By
executing below, the undersigned hereby joins in this First Amendment to Contribution
Agreement for the sole and limited purpose of: (a) consenting to and
acknowledging the amendments to the Contribution Agreement effectuated thereby;
and (b) reaffirming any obligations of the undersigned which arise under
the terms of the Contribution Agreement and acknowledging that such obligations
are not released or impaired by virtue of the Amendment.


 


	
   

  	
  U-STORE-IT, L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U-STORE-IT TRUST, a
  Maryland real estate investment trust, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Foster

  
	
   

  	
  Name:

  	
  Jeffrey P. Foster

  
	
   

  	
  Title:

  	
  Senior Vice President,
  Chief

  
	
   

  	
   

  	
  Legal Officer and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  YSI III LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Foster

  
	
   

  	
  Name:

  	
  Jeffrey P. Foster

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USI II, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Foster

  
	
   

  	
  Name:

  	
  Jeffrey P. Foster

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACQUIPORT/AMSDELL III, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U-Store-It, L.P., a
  Delaware limited partnership,

  
	
   

  	
   

  	
  its sole manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  U-Store-It Trust, a
  Maryland real estate

  
	
   

  	
   

  	
   

  	
  investment trust, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey P. Foster

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Foster

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  Chief

  
	
   

  	
   

  	
   

  	
  Legal Officer and
  Secretary

  



 


S-2

















 


REVISED EXHIBIT C



LIST OF TRANCHE I LOCATION OWNERS


 


	
  ID

  	
   

  	
  Location Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Owner

  
	
  272

  	
   

  	
  536
  N. Power Road

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  273

  	
   

  	
  3026
  S Country Club Rd

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  274

  	
   

  	
  909
  S Country Club Dr

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  201

  	
   

  	
  480
  S Arizona Ave

  	
   

  	
  Chandler

  	
   

  	
  AZ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  759

  	
   

  	
  3101
  Valley Avenue

  	
   

  	
  Pleasanton

  	
   

  	
  CA

  	
   

  	
  U-STORE-IT, L.P.

  
	
  371

  	
   

  	
  1238
  W Baseline Rd

  	
   

  	
  Rialto

  	
   

  	
  CA

  	
   

  	
  ACQUIPORT/AMSDELL III, LLC

  
	
  336

  	
   

  	
  44618
  Pechanga Pkwy

  	
   

  	
  Temecula

  	
   

  	
  CA

  	
   

  	
  ACQUIPORT/AMSDELL III, LLC

  
	
  316

  	
   

  	
  282
  Chapel Rd

  	
   

  	
  S.
  Windsor

  	
   

  	
  CT

  	
   

  	
  USI II, LLC

  
	
  370

  	
   

  	
  171
  Cedar St

  	
   

  	
  Branford

  	
   

  	
  CT

  	
   

  	
  ACQUIPORT/AMSDELL III, LLC

  
	
  710

  	
   

  	
  8121
  Point Meadows Drive

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  
	
  640

  	
   

  	
  1402
  E Bearss Ave

  	
   

  	
  Lutz

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  
	
  573

  	
   

  	
  7501
  S Dixie Hwy

  	
   

  	
  W.
  Palm Beach

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  
	
  311

  	
   

  	
  60
  Littell Rd

  	
   

  	
  E.
  Hanover

  	
   

  	
  NJ

  	
   

  	
  USI II, LLC

  
	
  727

  	
   

  	
  343
  W Grand St

  	
   

  	
  Elizabeth

  	
   

  	
  NJ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  310

  	
   

  	
  23711
  Miles Rd

  	
   

  	
  Warrenville

  	
   

  	
  OH

  	
   

  	
  USI II, LLC

  
	
  645

  	
   

  	
  5440
  S Marginal Rd

  	
   

  	
  Cleveland

  	
   

  	
  OH

  	
   

  	
  U-STORE-IT, L.P.

  
	
  764

  	
   

  	
  1058
  Murfreesboro Rd.

  	
   

  	
  Nashville

  	
   

  	
  TN

  	
   

  	
  U-STORE-IT, L.P.

  
	
  765

  	
   

  	
  1202
  Antioch Pike

  	
   

  	
  Nashville

  	
   

  	
  TN

  	
   

  	
  U-STORE-IT, L.P.

  
	
  766

  	
   

  	
  2825
  Lebanon Pike

  	
   

  	
  Nashville

  	
   

  	
  TN

  	
   

  	
  U-STORE-IT, L.P.

  
	
  748

  	
   

  	
  12006
  RR 620N

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  U-STORE-IT, L.P.

  
	
  751

  	
   

  	
  610
  E. Stassney Lane

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  U-STORE-IT, L.P.

  
	
  702

  	
   

  	
  4309
  Ehrlich Road

  	
   

  	
  Tampa

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  



 


C-1

















 


REVISED EXHIBIT D


 


LIST OF TRANCHE II LOCATION OWNERS


 


	
  ID

  	
   

  	
  Location Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Owner

  
	
  275

  	
   

  	
  1844
  N. 43rd Avenue

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  U-STORE-IT, L.P.

  
	
  574

  	
   

  	
  2010
  NE 7th Ave

  	
   

  	
  Dania
  Beach

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  
	
  304

  	
   

  	
  4080
  Anglers Ave

  	
   

  	
  Dania

  	
   

  	
  FL

  	
   

  	
  U-STORE-IT, L.P.

  
	
  698

  	
   

  	
  3495
  Lawrenceville Suwanee

  	
   

  	
  Suwanee

  	
   

  	
  GA

  	
   

  	
  U-STORE-IT, L.P.

  
	
  610

  	
   

  	
  20825
  S Rand Rd

  	
   

  	
  Kildeer

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  620

  	
   

  	
  143
  W 61st St

  	
   

  	
  Westmont

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  608

  	
   

  	
  16731
  S Halsted

  	
   

  	
  Harvey

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  605

  	
   

  	
  1750
  Busse Rd

  	
   

  	
  Elk
  Grove Village

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  611

  	
   

  	
  1245
  S Highland Ave

  	
   

  	
  Lombard

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  614

  	
   

  	
  3301
  W Buckley Rd

  	
   

  	
  N.
  Chicago

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  618

  	
   

  	
  665
  S Greenbay Rd

  	
   

  	
  Waukegan

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  613

  	
   

  	
  1080
  S Butterfield Rd

  	
   

  	
  Mundelein

  	
   

  	
  IL

  	
   

  	
  YSI III LLC

  
	
  627

  	
   

  	
  9685
  Fall Creek Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  YSI III LLC

  
	
  629

  	
   

  	
  8270
  Michigan Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  YSI III LLC

  
	
  570

  	
   

  	
  22465
  Indian Bridge Rd

  	
   

  	
  California

  	
   

  	
  MD

  	
   

  	
  U-STORE-IT, L.P.

  
	
  293

  	
   

  	
  7370
  W. Cheyenne Avenue

  	
   

  	
  Las
  Vegas

  	
   

  	
  NV

  	
   

  	
  U-STORE-IT, L.P.

  
	
  292

  	
   

  	
  2645
  S. Nellis Blvd.

  	
   

  	
  Las
  Vegas

  	
   

  	
  NV

  	
   

  	
  U-STORE-IT, L.P.

  
	
  778

  	
   

  	
  6446
  East Main St

  	
   

  	
  Reynoldsburg

  	
   

  	
  OH

  	
   

  	
  U-STORE-IT, L.P.

  
	
  740

  	
   

  	
  6017
  Interstate 30

  	
   

  	
  Greenville

  	
   

  	
  TX

  	
   

  	
  U-STORE-IT, L.P.

  
	
  743

  	
   

  	
  8123
  Wesley Street

  	
   

  	
  Greenville

  	
   

  	
  TX

  	
   

  	
  U-STORE-IT, L.P.

  



 


D-1