EX-10.3



 






	 	 	 	 	 



EXHIBIT 10.3




GUARANTY





     THIS GUARANTY dated as of November 1, 2006 executed and delivered by each of the undersigned
and the other Persons from time to time party hereto pursuant to the execution and delivery of an
Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other
Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as Lender under that certain Credit Agreement dated as of November 1,
2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and between U-Store-It, L.P. (the “Borrower”) and the Lender.



     WHEREAS, pursuant to the Credit Agreement, the Lender has agreed to make available to the
Borrower certain financial accommodations on the terms and conditions set forth in the Credit
Agreement;



     WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually
dependent on each other in the conduct of their respective businesses as an integrated operation
and have determined it to be in their mutual best interests to obtain financing from the Lender
through their collective efforts;



     WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from
the Lender making such financial accommodations available to the Borrower under the Credit
Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to
the Lender on the terms and conditions contained herein; and



     WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Lender
making such financial accommodations to the Borrower.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each Guarantor, each Guarantor agrees as follows:



     Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when due, whether at stated
maturity, by acceleration or otherwise, of all of the following (collectively referred to as the
“Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to the
Lender under or in connection with the Credit Agreement and any other Loan Document, including
without limitation, the repayment of the principal of the Loan, and the payment of all interest,
Fees, charges, reasonable attorneys’ fees and other amounts payable to the Lender thereunder or in
connection therewith; (b) any and all extensions, renewals, modifications, amendments or
substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are incurred by the Lender in the enforcement of any of the
foregoing or any obligation of such Guarantor hereunder; and (d) all other Obligations.



 









 





     Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of
payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the
Lender shall not be obligated or required before enforcing this Guaranty against any Guarantor:
(a) to pursue any right or remedy it may have against the Borrower, any other Guarantor or any
other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or
any other Person in any court or other tribunal; (b) to make any claim in a liquidation or
bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the
Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon
any collateral security held by the Lender which may secure any of the Guarantied Obligations.



     Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Lender with respect thereto. The liability of each Guarantor
under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms
and shall remain in full force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever,
including without limitation, the following (whether or not such Guarantor consents thereto or has
notice thereof):



     (a) (i) any change in the amount, interest rate or due date or other term of any of the
Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any
portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the
departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document,
or any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv)
any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action
or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any
other documents, instruments or agreements relating to the Guarantied Obligations or any other
instrument or agreement referred to therein or evidencing any Guarantied Obligations or any
assignment or transfer of any of the foregoing;



     (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan
Documents, or any other document, instrument or agreement referred to therein or evidencing any
Guarantied Obligations or any assignment or transfer of any of the foregoing;



     (c) any furnishing to the Lender of any security for the Guarantied Obligations, or any sale,
exchange, release or surrender of, or realization on, any collateral securing any of the
Obligations;



     (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor,
or any liability of any other party with respect to the Guarantied Obligations, or any
subordination of the payment of the Guarantied Obligations to the payment of any other liability of
the Borrower or any other Loan Party;



 









 





     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party
or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;



     (f) any act or failure to act by the Borrower, any other Loan Party or any other Person which
may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;



     (g) any nonperfection or impairment of any security interest or other Lien on any collateral,
if any, securing in any way any of the Obligations;



     (h) any application of sums paid by the Borrower, any other Guarantor or any other Person with
respect to the liabilities of the Borrower to the Lender, regardless of what liabilities of the
Borrower remain unpaid;



     (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the
exercise thereof;



     (j) any defense, set-off, claim or counterclaim (other than indefeasible payment and
performance in full) which may at any time be available to or be asserted by the Borrower, any
other Loan Party or any other Person against the Lender;



     (k) any change in the corporate existence, structure or ownership of the Borrower or any other
Loan Party;



     (l) any statement, representation or warranty made or deemed made by or on behalf of the
Borrower, any Guarantor or any other Loan Party under any Loan Document, or any amendment hereto or
thereto, proves to have been incorrect or misleading in any respect; or



     (m) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).



     Section 4. Action with Respect to Guarantied Obligations. The Lender may, at any
time and from time to time, without the consent of, or notice to, any Guarantor, and without
discharging any Guarantor from its obligations hereunder, take any and all actions described in
Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the
Guarantied Obligations, including, but not limited to, extending or shortening the time of payment
of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the
Guarantied Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other
Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any
collateral securing any of the Obligations; (d) release any other Loan Party or other Person liable
in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain
from exercising, any rights against the Borrower, any other Guarantor or any other



 









 







Person; and (f)
apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order
as the Lender shall elect.



     Section 5. Representations and Warranties. Each Guarantor hereby makes to the Lender
all of the representations and warranties made by the Borrower with respect to or in any way
relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same
were set forth herein in full.



     Section 6. Covenants. Each Guarantor will comply with all covenants which the
Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any
of the other Loan Documents.



     Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable
Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or thing, which in any
manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to
discharge such Guarantor from its obligations hereunder.



     Section 8. Inability to Accelerate Loan. If the Lender is prevented under Applicable
Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by
reason of any automatic stay or otherwise, the Lender shall be entitled to receive from each
Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or
acceleration occurred.



     Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the
Lender for repayment or recovery of any amount or amounts received in payment or on account of any
of the Guarantied Obligations, and the Lender repays all or part of said amount by reason of (a)
any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b)
any settlement or compromise of any such claim effected by the Lender with any such claimant
(including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding
on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of
the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and
such Guarantor shall be and remain liable to the Lender for the amounts so repaid or recovered to
the same extent as if such amount had never originally been paid to the Lender.



     Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder
for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee
against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive
any payment by way of subrogation or otherwise take any action in respect of any other claim or
cause of action such Guarantor may have against the Borrower arising by reason of any payment or
performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied
Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such
Guarantor on account of or in respect of such subrogation rights or other claims or causes of
action, such Guarantor shall hold such amount in trust for the benefit of the Lender



 









 







and shall
forthwith pay such amount to the Lender to be credited and applied against the Guarantied
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or
to be held by the Lender as collateral security for any Guarantied Obligations existing.



     Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder,
whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full,
without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes),
and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to the Lender such additional amount as will
result in the receipt by the Lender of the full amount payable hereunder had such deduction or
withholding not occurred or been required.



     Section 12. Set-off. In addition to any rights now or hereafter granted under any of
the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each
Guarantor hereby authorizes the Lender and any of its affiliates, at any time while an Event of
Default exists, without any prior notice to such Guarantor or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any and all deposits
(general or special, including, but not limited to, indebtedness evidenced by certificates of
deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the
Lender or any affiliate of the Lender, to or for the credit or the account of such Guarantor
against and on account of any of the Guarantied Obligations, although such obligations shall be
contingent or unmatured.



     Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for
the benefit of the Lender that all obligations and liabilities of the Borrower to such Guarantor of
whatever description, including without limitation, all intercompany receivables of such Guarantor
from the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of
payment to all Guarantied Obligations. If an Event of Default shall exist, then no Guarantor shall
accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise)
from the Borrower on account of or in any manner in respect of any Junior Claim until all of the
Guarantied Obligations have been indefeasibly paid in full.



     Section 14. Avoidance Provisions. It is the intent of each Guarantor and the Lender
that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed,
the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or
any other obligations of such Guarantor to the Lender) to be avoidable or unenforceable against
such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a)
Section 548 of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state
fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by
virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the
possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other
obligations of such Guarantor to the Lender) shall be determined in any such Proceeding are
referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any
Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the
maximum Guarantied



 









 







Obligations for which such Guarantor shall be liable hereunder shall be reduced
to that amount which, as of the time any of the Guarantied Obligations are deemed to have been
incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Lender), to be subject to avoidance
under the Avoidance Provisions. This Section is intended solely to preserve the rights of the
Lender hereunder to the maximum extent that would not cause the obligations of any Guarantor
hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other
Person shall have any right or claim under this Section as against the Lender that would not
otherwise be available to such Person under the Avoidance Provisions.



     Section 15. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of
all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that the Lender shall not have any duty whatsoever to advise any Guarantor of information
regarding such circumstances or risks.



     Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO
BE FULLY PERFORMED, IN SUCH STATE.



     SECTION 17. WAIVER OF JURY TRIAL.



     (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN ANY GUARANTOR AND
THE LENDER WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY
AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE
LENDER AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY
PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER
SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN ANY GUARANTOR AND THE LENDER OF ANY KIND OR
NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.



     (b) EACH OF THE GUARANTORS AND THE LENDER HEREBY AGREES THAT ANY FEDERAL DISTRICT COURT AND
ANY STATE COURT LOCATED IN CHARLOTTE, NORTH CAROLINA SHALL HAVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN ANY GUARANTOR AND THE LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH
GUARANTOR AND THE LENDER EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES.



 









 







EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM
AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION
SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY ANY PARTY OR THE ENFORCEMENT BY ANY
PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.



     (c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE
TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY.



     Section 18. Loan Accounts. The Lender may maintain books and accounts setting forth
the amounts of principal, interest and other sums paid and payable with respect to the Guarantied
Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or
receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts
shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent
manifest error. The failure of the Lender to maintain such books and accounts shall not in any way
relieve or discharge any Guarantor of any of its obligations hereunder.



     Section 19. Waiver of Remedies. No delay or failure on the part of the Lender in the
exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall
operate as a waiver thereof, and no single or partial exercise by the Lender of any such right or
remedy shall preclude any other or further exercise thereof or the exercise of any other such right
or remedy.



     Section 20. Termination. This Guaranty shall remain in full force and effect until
indefeasible payment in full of the Guarantied Obligations and the other Obligations and the
termination or cancellation of the Credit Agreement in accordance with its terms.



     Section 21. Successors and Assigns. Each reference herein to the Lender shall be
deemed to include such Person’s successors and assigns (including, but not limited to, any holder
of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and
each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and
assigns, upon whom this Guaranty also shall be binding. The Lender may, in accordance with the
applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation,
or grant or sell participations in any Guarantied Obligations, to any Person without the consent
of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s
obligations hereunder. Subject to Section 9.8. of the Credit Agreement, each Guarantor hereby
consents to the delivery by the Lender to any Assignee or Participant (or any prospective Assignee
or Participant) of any financial or other information



 









 







regarding the Borrower or any Guarantor. No
Guarantor may assign or transfer its rights or obligations hereunder to any Person without the
prior written consent of the Lender and any such assignment or other transfer to which the Lender
has not so consented shall be null and void.



     Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS
HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE
FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF
EACH OF THE OTHER GUARANTORS HEREUNDER.



     Section 23. Amendments. This Guaranty may not be amended except in writing signed by
the Lender and each Guarantor.



     Section 24. Payments. All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Lender at the Principal
Office, not later than 2:00 p.m. on the date of demand therefor.



     Section 25. Notices. All notices, requests and other communications hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given (a) to each
Guarantor at its address set forth below its signature hereto, (b) to the Lender at its address for
notices provided for in the Credit Agreement, or (c) as to each such party at such other address as
such party shall designate in a written notice to the other parties. Each such notice, request or
other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when
transmitted; or (iii) if hand delivered, when delivered; provided, however, that any notice of a
change of address for notices shall not be effective until received.



     Section 26. Severability. In case any provision of this Guaranty shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 27. Headings. Section headings used in this Guaranty are for convenience
only and shall not affect the construction of this Guaranty.



     Section 28. Limitation of Liability. Neither the Lender, nor any affiliate, officer,
director, employee, attorney, or agent of the Lender, shall have any liability with respect to, and
each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in
connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan
Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of
the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Lender
or any of the Lender’s affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related
to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the
transactions contemplated by Credit Agreement or financed thereby.



     Section 29. Definitions. (a) For the purposes of this Guaranty:



 









 





     “Proceeding” means any of the following: (i) a voluntary or involuntary case
concerning any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a
custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed
for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any
other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in
effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or
bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit
of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a
meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix)
any Guarantor shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor
for the purpose of effecting any of the foregoing.



     (b) Terms not otherwise defined herein are used herein with the respective meanings given them
in the Credit Agreement.



[Signature on Next Page]





 









 








     IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above.



	 	 	 	 	 
	 	U-STORE-IT TRUST

 	 
	 	By:  	/s/ Christopher P. Marr
 	 
	 	 	Name:  	Christopher P. Marr  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	U-STORE-IT MINI WAREHOUSE CO.

 	 
	 	By:  	/s/ Todd C. Amsdell
 	 
	 	 	Name:  	Todd C. Amsdell 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	YSI MANAGEMENT LLC

 	 
	 	By:  	/s/ Todd C. Amsdell
 	 
	 	 	Name:  	Todd C. Amsdell 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Address for Notices:


c/o U-Store-It, L.P.

6745 Engle Road, Suite 300

Cleveland, Ohio 44310

Attention: Chief Financial Officer

Telecopy Number: (440) 234-8776

Telephone Number: (440) 260-2233