EX-10.27



 




Exhibit 10.27


NONCOMPETITION AGREEMENT


          THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of
October    , 2004 by and between U-STORE-IT TRUST, a Maryland real estate
investment trust (the “Company”), and Barry L. Amsdell (the “Trustee”).



          WHEREAS, the Company and U-Store-It, L.P., a Delaware limited partnership,
of which the Company is the general partner (the “Operating Partnership”), are
engaging in various related transactions pursuant to which, among other things,
the Company will effect an initial public offering of its common shares and
contribute the proceeds therefrom for units of partnership interest in the
Operating Partnership (the “U-Store-It IPO,” and together with all related
transactions, the “U-Store-It IPO Transactions”); and



          WHEREAS, the Company and the Trustee agree that, as part of the U-Store-It
IPO Transactions, the Trustee will not engage in competition with the Company
and will refrain from taking certain other actions pursuant to the terms and
conditions hereof in an effort to protect the Company’s legitimate business
interests and goodwill and for other business purposes.



          NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto agree as follows:



          1. Noncompetition. The Trustee agrees with the Company that for the
longer of (i) the three-year period beginning on the date of this Agreement or
(ii) the period during which the Trustee is employed by, or serving as an
officer or trustee or director of, the Company, the Operating Partnership or
any of their direct or indirect subsidiaries (collectively, the “REIT”), and
for one year thereafter (the “Restricted Period”), the Trustee will not, (a)
directly or indirectly, engage in any business involving self-storage facility
development, construction, acquisition or operation, whether such business is
conducted by the Trustee individually or as a principal, partner, member,
stockholder, director, trustee, officer, employee or independent contractor of
any Person (as defined below) or (b) own any interests in any self-storage
facilities, in each case in the United States of America; provided, however,
that this Section 1 shall not be deemed to prohibit any of the following: (I)
the Trustee’s ownership, development, management, leasing, marketing, sale,
transfer or exchange of any of the Trustee’s interests in Rising Tide
Development, LLC (or any of the self-storage facilities owned by Rising Tide
Development, LLC on the date hereof or subsequently acquired by it as
contemplated in the Option Agreement), and (II) the direct or indirect
ownership by the Trustee of up to five percent of the outstanding equity
interests of any public company. For purposes of this Agreement, “Person”
means any individual, firm, corporation, partnership, company, limited
liability company, trust, joint venture, association or other entity.



          2. Nonsolicitation. The Trustee agrees with the Company that for the
longer of (i) the three-year period beginning on the date of this Agreement or
(ii) the period



 









 







during which the Trustee is employed by, or serving as an officer or
trustee or director of, the REIT, and for two years thereafter, such Trustee
will not (a) directly or indirectly solicit, induce or encourage any employee
or independent contractor to terminate their employment with the REIT or to
cease rendering services to the REIT, and the Trustee shall not initiate
discussions with any such Person for any such purpose or authorize or knowingly
cooperate with the taking of any such actions by any other Person, or (b) hire
(on behalf of the Trustee or any other person or entity) any employee or
independent contractor who has left the employment or other service of the REIT
(or any predecessor thereof) within one year of the termination of such
employee’s or independent contractor’s employment or other service with the
REIT.



          3. Reasonable and Necessary Restrictions. The Trustee acknowledges that
the restrictions, prohibitions and other provisions hereof, including, without
limitation, the Restricted Period set forth in Section 2, are reasonable, fair
and equitable in terms of duration, scope and geographic area, are necessary to
protect the legitimate business interests of the REIT, and are a material
inducement to the Company to enter into this Agreement.



          4. Specific Performance. The Trustee acknowledges that the obligations
undertaken by such Trustee pursuant to this Agreement are unique and that the
Company likely will have no adequate remedy at law if the Trustee shall fail to
perform any of such Trustee’s obligations hereunder, and the Trustee therefore
confirms that the Company’s right to specific performance of the terms of this
Agreement is essential to protect the rights and interests of the Company.
Accordingly, in addition to any other remedies that the Company may have at law
or in equity, the Company shall have the right to have all obligations,
covenants, agreements and other provisions of this Agreement specifically
performed by the Trustee, and the Company shall have the right to obtain
preliminary and permanent injunctive relief to secure specific performance and
to prevent a breach or contemplated breach of this Agreement by the Trustee.
Further, the Trustee agrees to indemnify and hold harmless the Company from and
against any reasonable costs and expenses incurred by the Company as a result
of any breach of this Agreement by such Trustee, and in enforcing and
preserving the Company’s rights under this Agreement, including, without
limitation, the Company’s reasonable attorneys’ fees. The Trustee hereby
acknowledges and agrees that the Company shall not be required to post bond as
a condition to obtaining or exercising such remedies, and the Trustee hereby
waives any such requirement or condition. If the Trustee is the prevailing
party in any action in which the Company seeks to enforce its rights under this
Agreement, the Company agrees to indemnify and hold harmless the Trustee from
and against any reasonable costs and expenses incurred by the Trustee as a
result of such action, including, without limitation, the Trustee’s reasonable
attorneys’ fees.



          5. Miscellaneous Provisions.



               5.1 Assignment; Binding Effect. This Agreement may not be assigned by the
Trustee, but may be assigned by the Company to any successor to its business
and will inure to the benefit of and be binding upon any such successor.
Subject to the foregoing provisions restricting assignment, all covenants and
agreements in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors, assigns, heirs, and
personal representatives.



2









 





               5.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters set forth herein and
supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to
the matters set forth herein. This Section 5.2 shall not be used to limit or
restrict the rights or remedies, whether express or implied, of any
noncompetition or nonsolicitation policies of the REIT applicable to the
Trustee.



               5.3 Amendment. Except as otherwise expressly provided in this Agreement,
no amendment, modification or discharge of this Agreement shall be valid or
binding unless set forth in writing and duly executed by each of the parties
hereto.



               5.4 Waivers. No waiver by a party hereto shall be effective unless made
in a written instrument duly executed by the party against whom such waiver is
sought to be enforced, and only to the extent set forth in such instrument.
Neither the waiver by either of the parties hereto of a breach or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.



               5.5 Severability. If fulfillment of any provision of this Agreement, at
the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision contained in this
Agreement operates or would operate to invalidate this Agreement, in whole or
in part, then such clause or provision only shall be held ineffective, as
though not herein contained, and the remainder of this Agreement shall remain
operative and in full force and effect. Notwithstanding the foregoing, in the
event that the restrictions against engaging in competitive activity contained
in this Agreement shall be determined by any court of competent jurisdiction to
be unenforceable by reason of their extending for too great a period of time or
over too great a geographical area or by reason of their being too extensive or
unreasonable in any other respect, the Agreement shall be interpreted to extend
only over the maximum period of time for which it may be enforceable and over
the maximum geographical area as to which it may be enforceable and to the
maximum extent in all other respects as to which it may be enforceable, all as
determined by such court in such action and the court may limit the application
of any other provision or covenant, or modify any such term, provision or
covenant and proceed to enforce this Agreement as so limited or modified. To
the extent necessary, the parties shall revise the Agreement and enter into an
appropriate amendment to the extent necessary to implement any of the
foregoing.



               5.6 Governing Law; Jurisdiction. This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating thereto,
shall be governed by and construed in accordance with the laws of the State of
Ohio, but not including the choice-of-law rules thereof.



               5.7 Headings. Section and subsection headings contained in this Agreement
are inserted for convenience of reference only, shall not be deemed to be a
part



3









 







of this Agreement for any purpose, and shall not in any way define or affect
the meaning, construction or scope of any of the provisions hereof.



               5.8 Trustee’s Acknowledgement. The Trustee acknowledges (i) that he has
had the opportunity to consult with independent counsel of his own choice
concerning this Agreement, and (ii) that he has read and understands this
Agreement, is fully aware of its legal effect, and has entered into it freely
based on his own judgment.



               5.9 Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been delivered (i)
when physically received by personal delivery (which shall include the
confirmed receipt of a telecopied facsimile transmission), or (ii) three
business days after being deposited in the United States certified or
registered mail, return receipt requested, postage prepaid or (iii) one
business day after being deposited with a nationally known commercial courier
service providing next day delivery service (such as Federal Express), to the
following addresses:





	 	(i)	 	if to the Trustee, to the address set forth in the records of the
Company; and
	 
	 	(ii)	 	if to the Company,
 

U-Store-It Trust

6745 Engle Road 

Suite 300

Middleburg Heights, OH 44130

Attn: Steven G. Osgood

Telecopy No.: (440) 234-8776





               5.10 Execution in Counterparts. To facilitate execution, this Agreement
may be executed in as many counterparts as may be required. It shall not be
necessary that the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or on behalf of
each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement.



*          *          *




4









 








          IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Agreement, or caused this Agreement to be duly executed on its behalf, as
of the date first set forth above.



	 	 	 	 	 
	 	 	THE TRUSTEE:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	

	 	 	Barry L. Amsdell
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	THE COMPANY:
	 
	 	 	 	 
	 	 	U-STORE-IT TRUST
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title: