EX-10.12



 





Exhibit 10.12




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of October    , 2004 by and among U-Store-It Trust, a Maryland real
estate investment trust (the “Company”), Robert J. Amsdell, Barry L. Amsdell,
Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated June 4,
1998, the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998, Amsdell
Holdings I, Inc., an Ohio corporation (“Holdings”), Amsdell and Amsdell, an
Ohio general partnership (the “Lakewood Contributor”), and Robert J. Amsdell,
Trustee (the “Lantana Contributor”).



          WHEREAS, the Company and U-Store-It, L.P. (f/k/a Acquiport/Amsdell I
Limited Partnership), a Delaware limited partnership, of which the Company is
the general partner (“USI”), are engaging in various related transactions
pursuant to which, among other things, (i) the Company will consummate certain
merger and reorganization transactions with entities affiliated with the
Company, (ii) USI will acquire various real estate properties in which certain
persons affiliated with the Company have interests, and (iii) the Company will
effect an initial public offering of its common shares and contribute the
proceeds therefrom for units of partnership interest in USI (the “U-Store-It
IPO,” and together with the other transactions described above, the “U-Store-It
IPO Transactions”);



          WHEREAS, as part of the U-Store-It IPO Transactions, the Company entered
into a Merger Agreement dated as of July 30, 2004 (the “Amsdell Merger
Agreement”), with Amsdell Partners, Inc., an Ohio corporation (“Amsdell
Partners”), pursuant to which Amsdell Partners merged with and into the
Company, with the Company being the surviving entity, and the common stock of
Amsdell Partners was converted into common shares of beneficial interest, par
value $0.01 per share, of the Company (“REIT Common Shares”), in accordance
with the terms of the Amsdell Merger Agreement;



          WHEREAS, pursuant to the Amsdell Merger Agreement, each of Robert J.
Amsdell and Barry L. Amsdell, the sole shareholders of Amsdell Partners (each
an “Amsdell Partners Shareholder” and collectively together with their
respective successors and assignees permitted under Section 6.3 hereof, the
“Amsdell Partners Shareholders”), received the number of REIT Common Shares in
exchange for their shares of common stock of Amsdell Partners (the “Amsdell
Partners Exchange Shares”) as set forth on Schedule A;



          WHEREAS, also as part of the U-Store-It IPO Transactions, the Company
entered into a Merger Agreement dated as of July 30, 2004 (the “High Tide
Merger Agreement”), with High Tide LLC, an Ohio limited liability company
(“High Tide”), pursuant to which High Tide merged with and into the Company,
with the Company being the surviving entity, and the membership interests of
High Tide were converted into REIT Common Shares in accordance with the terms
of the High Tide Merger Agreement;



          WHEREAS, pursuant to the High Tide Merger Agreement, each of Robert J.
Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family
Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Irrevocable Trust
dated June 4, 1998, the members of High Tide (each a “High Tide Member” and
collectively together with their respective successors and assignees permitted
under Section 6.3 hereof, the “High Tide Members”; the High Tide Members and
the Amsdell Partners Shareholders are collectively



 









 





referred to herein as the “Shareholders”), received the number of REIT
Common Shares in exchange for their membership interests in High Tide (the
“High Tide Exchange Shares”) as set forth on Schedule A;



          WHEREAS, also as part of the U-Store-It IPO Transactions, USI entered into
a Partnership Reorganization Agreement dated as of July 30, 2004 (the
“Reorganization Agreement”), with Holdings, Amsdell Partners and High Tide,
pursuant to which USI issued the number of Class A units of limited partnership
interest in USI (the “Units”) to Holdings set forth on Schedule A hereto;



          WHEREAS, pursuant to the terms of Section 8.6 and other related provisions
of the Second Amended and Restated Agreement of Limited Partnership of
U-Store-It, L.P. (such agreement, as amended from time to time, the
“Partnership Agreement”), commencing one year after the date of issuance, and
subject to the various limitations contained in the Partnership Agreement and
other instruments being delivered in connection with the U-Store-It IPO
Transactions, Holdings (together with its respective successors and assigns
permitted under Section 6.3 hereof) is entitled to redeem its Units for cash
or, at the option of USI, REIT Common Shares;



          WHEREAS, also as part of the U-Store-It IPO Transactions, USI entered into
(i) a Contribution Agreement dated as of July 30, 2004 (the “Vero Contribution
Agreement”), with Holdings, (ii) a Contribution Agreement dated as of July 30,
2004 (the “Lakewood Contribution Agreement”), with the Lakewood Contributor,
and (iii) a Contribution Agreement dated as of July 30, 2004 (the “Lantana
Contribution Agreement”), with the Lantana Contributor, pursuant to which
Holdings, the Lakewood Contributor and the Lantana Contributor (each a
“Contributor” and collectively, together with their respective successors and
assigns permitted under Section 6.3 hereof, the “Contributors”) each
transferred its interest in a separate real estate property to USI, USI assumed
certain obligations related to each such separate property and USI issued the
number of Units to each Contributor as set forth on Schedule A hereto;



          WHEREAS, pursuant to the terms of Section 8.6 and other related provisions
of the Partnership Agreement, commencing one year after the date of issuance,
and subject to the various limitations contained in the Partnership Agreement
and other instruments being delivered in connection with the U-Store-It IPO
Transactions, each Contributor is entitled to redeem its Units for cash or, at
the option of USI, REIT Common Shares; and



          WHEREAS, the Company has agreed to grant to the Shareholders the Exchange
Share Registration Rights (as defined in Section 1.2 hereof), and to grant to
the Contributors the Redemption Share Registration Rights (as defined in
Section 1.1 hereof).



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



 









 





SECTION 1. REGISTRATION RIGHTS




          1.1 Redemption Share Registration Rights. Subject to the various terms
and conditions of the Partnership Agreement and the limitations upon the
redemption of the Units set forth in other instruments being delivered in
connection with the U-Store-It IPO Transactions, if any Contributor receives
REIT Common Shares upon redemption of Units held by such Contributor
(“Redemption Shares”), then each Contributor shall be entitled to offer the
Redemption Shares for resale pursuant to a shelf registration statement,
subject to the terms and conditions set forth in Section 2 hereof (the
“Redemption Share Registration Rights”).



          1.2 Exchange Share Registration Rights. Subject to the limitations upon
the ability of the Shareholders to sell the Exchange Shares set forth in other
instruments being delivered in connection with the U-Store-It IPO Transactions,
each Shareholder shall be entitled to offer the Exchange Shares for resale
pursuant to a shelf registration statement, subject to the terms and conditions
set forth in Section 2 hereof (the “Exchange Share Registration Rights”).



SECTION 2. DEMAND REGISTRATION RIGHTS




          2.1 (a) Redemption Share Registration Procedure. Subject to Section
2.1(f) and Section 2.2 hereof, each Contributor may deliver to the Company, at
any time after the date the Company becomes eligible to use Form S-3 (or any
similar or successor short form registration statement), a written notice (a
“Registration Notice”) informing the Company of such Unit Holder’s desire to
have the Redemption Shares underlying such Unit Holder’s Units registered for
resale. Upon receipt of the Registration Notice, if the Company has not
already caused the Redemption Shares to be included as part of an existing
shelf registration statement and related prospectus that the Company then has
on file with, and which has been declared effective by, the Securities and
Exchange Commission (the “Commission”) and which remains in effect and not
subject to any stop order, injunction or other order or requirement of the
Commission (the “Shelf Registration Statement”) (in which event the Company
shall be deemed to have satisfied its registration obligation under this
Section 2 with respect to the Redemption Shares), then the Company shall cause
to be filed with the Commission as soon as reasonably practicable after
receiving the Registration Notice, but in no event more than 60 days following
receipt of such notice, a new registration statement and related prospectus
(the “New Registration Statement”) that complies as to form in all material
respects with applicable Commission rules providing for the resale by such
Contributor of the Redemption Shares owned by such Unit Holder, and agrees
(subject to Section 2.2 hereof) to use commercially reasonable efforts to cause
the New Registration Statement to be declared effective by the Commission as
soon as practicable.



          (b) Exchange Share Registration Procedure. Subject to Section 2.1(f) and
Section 2.2 hereof, each Shareholder may deliver to the Company, at any time
after the date the Company becomes eligible to use Form S-3 (or any similar or
successor short form registration statement), a Registration Notice informing
the Company of such Shareholder’s desire to have the Exchange Shares registered
for resale. Upon receipt of the Registration
Notice, if the Company has not already caused the Exchange Shares to be
included as part



 









 





of an existing Shelf Registration Statement (in which event
the Company shall be deemed to have satisfied its registration obligation under
this Section 2 with respect to the Exchange Shares), then the Company will
cause to be filed with the Commission as soon as reasonably practicable after
receiving the Registration Notice, but in no event more than 60 days following
receipt of such notice, a New Registration Statement that complies as to form
in all material respects with applicable Commission rules providing for the
resale by such Shareholder of the Exchange Shares owned by such Shareholder,
and agrees (subject to Section 2.2 hereof) to use commercially reasonable
efforts to cause the New Registration Statement to be declared effective by the
Commission as soon as practicable. As used in this Agreement, (i)
“Registration Statement” and “Prospectus” refer to a Shelf Registration
Statement and related prospectus (including any preliminary prospectus) or a
New Registration Statement and related prospectus (including any preliminary
prospectus), whichever is utilized by the Company to satisfy a Unit Holder’s or
Shareholder’s Redemption Share Registration Rights and/or Exchange Share
Registration Rights, as the case may be, pursuant to this Section 2, including,
in each case, any documents incorporated therein by reference, (ii)
“Registrable Securities” refer to the Redemption Shares and/or Exchange Shares
to which a Contributor or Shareholder, as the case may be, is entitled to
registration rights under this Section 2, and (iii) “Holders” refers to the
Contributors and/or the Shareholders, as the case may be.



          (c) Subject to Section 2.2 hereof, the Company agrees to use commercially
reasonable efforts to keep the Registration Statement continuously effective
(including the preparation and filing of any amendments and supplements
necessary for that purpose) until the earlier of (i) the date on which all of
the Registrable Securities covered by such Registration Statement and held by
the Holders thereof are eligible for immediate sale pursuant to Rule 144(k) (or
any successor provision) or in a single transaction under Rule 144(e) (or any
successor provision) under the Securities Act of 1933, as amended (the
“Securities Act”), or (ii) the date on which the Holders consummate the sale of
all of the Registrable Securities. Notwithstanding the foregoing, the Company
may at any time, in its sole discretion and prior to receiving a Registration
Notice from any Holder include all of any Holder’s Registrable Securities or
any portion thereof in any Registration Statement (in which event the Company
shall be deemed to have satisfied its registration obligation under this
Section 2.1, with respect to the Registrable Securities so included, so long as
such Registration Statement remains effective and not the subject of any stop
order, injunction or other order of the Commission).



          (d) Notice to Holders. Upon receipt of the Registration Notice as set
forth above, the Company shall promptly give written notice of such receipt to
all other Holders, and such notice shall offer all of the Holders the
opportunity to include in the New Registration Statement such number of
Redemption Shares or Exchange Shares, as the case may be, as each such Holder
may request.



          (e) Offers and Sales. All offers and sales of Registrable Securities
covered by a Registration Statement by the Holder thereof shall be completed
within the period during which such Registration Statement remains effective
and not the subject of any stop order, injunction or other order of the
Commission. Upon notice that such Registration Statement is no longer
effective no Holder will offer or sell the Registrable Securities covered by
such
Registration Statement. If directed in writing by the Company, each
Holder will return all



 









 





undistributed copies of the related Prospectus in such
Holder’s possession upon the expiration of such period.



          (f) Limitations on Registration Rights. For purposes of this Agreement,
the Holders (including all successors and assigns), in the aggregate and as a
group, shall be limited to a total of not more than three exercises of the
Redemption Share Registration Rights and/or the Exchange Share Registration
Rights in any twelve month period. Notwithstanding the foregoing, if a
Registration Statement has not been declared effective by the Commission within
120 days after the original filing date or is suspended for more than 60 days
at any one time, the Holders shall not be deemed to have exercised its
Redemption Share Registration Rights and/or Exchange Share Registration Rights
under each of Section 2.1(a) and/or Section 2.1(b), as the case may be.
Notwithstanding anything to the contrary, no Holder shall be entitled to
exercise the Redemption Share Registration Rights or the Exchange Share
Registration Rights (as applicable) if all of the Registrable Securities held
by such Holder (or issuable upon redemption of the Units held by such Holder)
are eligible for immediate sale pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e) (or any successor
provision) under the Securities Act. The Redemption Share Registration Rights
and Exchange Share Registration Rights granted pursuant to this Section 2 may
not be exercised in connection with any underwritten public offering by the
REIT.



          (g) Market Stand-Off Agreement. Each Holder hereby agrees that it shall
not, to the extent requested by the Company or an underwriter of securities of
the Company, directly or indirectly sell, offer to sell (including without
limitation any short sale), grant any option or otherwise transfer or dispose
of any Registrable Securities (other than to donees or affiliates of the Holder
who agree to be similarly bound) within seven days prior to and for up to 90
days following the effective date of a registration statement of the Company
filed under the Securities Act or the date of an underwriting agreement with
respect to an underwritten public offering of the Company’s securities (the
“Stand-Off Period”); provided, however, that:



          (i) with respect to the Stand-Off Period, such agreement shall not be
applicable to the Registrable Securities to be sold on the Holder’s behalf to
the public in an underwritten offering pursuant to such registration statement;



          (ii) all executive officers and trustees of the Company then holding REIT
Common Shares shall enter into similar agreements;



          (iii) the Company shall use commercially reasonable efforts to obtain
similar agreements from each 5% or greater shareholder of the Company;
and
(iv) the Holders shall be allowed any concession or proportionate release
allowed to any officer, director or other 5% or greater shareholder of the
Company that entered into similar agreements.



     In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the
Registrable Securities subject to this
Section 2.1(g) and to impose stop transfer instructions with respect to the
Registrable Securities and such other REIT Common Shares of each Holder (and
the REIT Common



 









 





Shares or securities of every other person subject to the
foregoing restriction) until the end of such period.



          2.2 Suspension of Offering. Notwithstanding Section 2.1(a) and Section
2.1(b) hereof, the Company shall be entitled to postpone the filing of a
Registration Statement, and from time to time to require Holders not to sell
under such Registration Statement or to suspend the effectiveness thereof if
(i) the Company is actively pursuing an underwritten primary offering of equity
securities, or (ii) the negotiation or consummation of a transaction by the
Company or its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require additional disclosure by the
Company in the Registration Statement of material information which the Company
has a bona fide business purpose for keeping confidential and the
non-disclosure of which in the Registration Statement would be expected, in the
Company’s reasonable determination, to cause the Registration Statement to fail
to comply with applicable disclosure requirements (each such circumstance a
“Suspension Event”), provided, however, that the Company may not delay, suspend
or withdraw such Registration Statement for more than 60 days at any one time,
or more than twice in any 12 month period. Upon receipt of any written notice
from the Company (a) of the happening of any Suspension Event during the period
a Registration Statement is effective or (b) that as a result of a Suspension
Event a Registration Statement or related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made (in the case of the Prospectus) not
misleading, each Holder agrees that (i) it will immediately discontinue offers
and sales of the Registrable Securities under such Registration Statement until
the Holder receives copies of a supplemental or amended Prospectus (which the
Company agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Company that
it may resume such offers and sales, and (ii) it will maintain the
confidentiality of any information included in the written notice delivered by
the Company unless otherwise required by law or subpoena. If so directed by
the Company, Holders will deliver to the Company all copies of the Prospectus
covering the Registrable Securities current at the time of receipt of such
notice.



          2.3 Qualification. The Company shall file such documents as necessary to
register or qualify the Registrable Securities to be covered by a Registration
Statement by the time such Registration Statement is declared effective by the
Commission under all applicable state securities or “blue sky” laws of such
jurisdictions as any Holder may reasonably request in writing, and shall use
commercially reasonable efforts to keep each such registration or qualification
effective during the period such Registration Statement is required to be kept
effective pursuant to this Agreement or during the period offers or sales are
being made by the Holders of Registrable Securities covered by such
Registration Statement after delivery of a Registration Notice to the Company,
whichever is shorter, and to do any and all other similar acts and things which
may be reasonably necessary or advisable to enable the Holders to consummate
the disposition of such Registrable Securities in each such jurisdiction;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not otherwise be required to
qualify but for this Agreement, (ii) take any action that would cause it to
become subject to any taxation in any jurisdiction where it would not otherwise
be subject to such taxation or (iii) take any action



 









 





that would subject it to
the general service of process in any jurisdiction where it is not then so
subject.



          2.4 Obligations of the Company. When the Company is required to effect
the registration of Registrable Securities under the Securities Act pursuant to
Section 2.1 of this Agreement, subject to Section 2.2 hereof, the Company
shall:



          (a) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the Prospectus used in connection therewith
as may be necessary (i) to keep such Registration Statement effective and (ii)
to comply with the provisions of the Securities Act with respect to the
disposition of the Registrable Securities covered by such Registration
Statement, in each case for such time as is contemplated in Section 2.1(a) or
Section 2.1(b) (as the case may be) above;



          (b) furnish, without charge, to the Holders such number of copies of the
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits), and the Prospectus included in such Registration
Statement (including each preliminary Prospectus) in conformity with the
requirements of the Securities Act as the Holders may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement owned by the Holders;



          (c) promptly notify the Holders: (i) when the Registration Statement, any
pre-effective amendment, the Prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been
filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation or threat of any proceedings for that purpose, and
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction or the initiation of any
proceeding for such purpose;



          (d) promptly use commercially reasonable efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement, and, if
any such order suspending the effectiveness of a Registration Statement is
issued, shall promptly use commercially reasonable efforts to obtain the
withdrawal of such order at the earliest possible moment;



          (e) if the Registrable Securities are of a class of securities that is
listed on a national securities exchange, file copies of any Prospectus with
such exchange in compliance with Rule 153 under the Securities Act so that the
Holders shall benefit from the prospectus delivery procedures described
therein;



          (f) following receipt of a Registration Notice and thereafter until the
sooner of completion, abandonment or termination of the offering or sale
contemplated thereby and the expiration of the period during which the Company
is required to maintain the
effectiveness of the related Registration Statement as set forth in
Section 2.1(a) or Section 2.1(b) (as the case may be) above, promptly notify
the Holders: (i) of the existence of any fact of which the Company is aware or
the happening of any event which has resulted in (A) the Registration
Statement, as then in effect, containing an untrue statement of a material fact



 









 





or omitting to state a material fact required to be stated therein or necessary
to make any statements therein not misleading or (B) the Prospectus included in
such Registration Statement containing an untrue statement of a material fact
or omitting to state a material fact required to be stated therein or necessary
to make any statements therein, in the light of the circumstances under which
they were made, not misleading, and (ii) of the Company’s reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate or that there exist circumstances not yet disclosed to the
public which make further sales under such Registration Statement inadvisable
pending such disclosure and post-effective amendment; and, if the notification
relates to any event described in either of the clauses (i) or (ii) of this
Section 2.4(f), subject to Section 2.2 above, at the request of the Holders,
the Company shall prepare and furnish to the Holders a reasonable number of
copies of a supplement or post-effective amendment to such Registration
Statement or related Prospectus or any document incorporated therein by
reference and file any other required document so that (1) such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (2) as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;



          (g) use commercially reasonable efforts to cause all such Registrable
Securities to be listed on the national securities exchange on which the REIT
Common Shares are then listed, if the listing of Registrable Securities is then
permitted under the rules of such national securities exchange; and



          (h) if requested by any Holder participating in the offering of
Registrable Securities, incorporate in a prospectus supplement or
post-effective amendment such information concerning the Holder or the intended
method of distribution as the Holder reasonably requests to be included therein
and is reasonably necessary to permit the sale of the Registrable Securities
pursuant to the Registration Statement, including, without limitation,
information with respect to the number of Registrable Securities being sold,
the purchase price being paid therefor and any other material terms of the
offering of the Registrable Securities to be sold in such offering; provided,
however, that the Company shall not be obligated to include in any such
prospectus supplement or post-effective amendment any requested information
that is not required by the rules of the Commission and is unreasonable in
scope compared with the Company’s most recent prospectus or prospectus
supplement used in connection with a primary or secondary offering of equity
securities by the Company.



          2.5 Obligations of the Holder. In connection with any Registration
Statement utilized by the Company to satisfy the Redemption Share Registration
Rights and/or Exchange Share Registration Rights pursuant to this Section 2,
each Holder agrees to cooperate with the Company in connection with the
preparation of the Registration
Statement, and each Holder agrees that it will (i) respond within 20
Business Days to any written request by the Company to provide or verify
information regarding the Holder or the Holder’s Registrable Securities
(including the proposed manner of sale) that may be required to be included in
such Registration Statement pursuant to the rules and regulations of the
Commission, and (ii) provide in a timely manner information regarding



 









 





the
proposed distribution by the Holder of the Registrable Securities and such
other information as may be reasonably requested by the Company from time to
time in connection with the preparation of and for inclusion in the
Registration Statement and related Prospectus. As used in this Agreement, a
“Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than
a day on which banks and other financial institutions are authorized or
required to be closed for business in the State of New York.



SECTION 3. INDEMNIFICATION; CONTRIBUTION




          3.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any of
their partners, members, officers, directors, employees or representatives, as
follows:




          (i) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities
were registered under the Securities Act, including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or
arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;




          (ii) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Company; and




          (iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case
whether or not a party, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not
paid under subparagraph (i) or (ii) above;



provided, however, that the indemnity provided pursuant to this Section 3.1
does not apply to any Holder with respect to any loss, liability, claim,
damage, judgment or expense to the




 









 








extent arising out of (A) any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by
such Holder expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or (B) any
Holder’s failure to deliver an amended or supplemental Prospectus furnished to
the Holder by the Company, if such loss, liability, claim, damage, judgment or
expense would not have arisen had such delivery occurred.



          3.2 Indemnification by Holder. Each Holder (and each permitted assignee
of such Holder, on a several basis) severally and not jointly agrees to
indemnify and hold harmless the Company, and each of its trustees and officers
(including each trustee and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
as follows:




          (i) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities of
such Holder were registered under the Securities Act, including all
documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading
or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (or
any amendment or supplement thereto), including all documents
incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;




          (ii) against any and all loss, liability, claim, damage,
judgment and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Holder; and




          (iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
in each case whether or not a party, or any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii) above;




provided, however, that the indemnity provided pursuant to this Section 3.2
shall only apply with respect to any loss, liability, claim, damage, judgment
or expense to the extent arising



 









 





out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) or (B) any Holder’s failure to deliver
an amended or supplemental Prospectus furnished to the Holder by the Company,
if such loss, liability, claim, damage or expense would not have arisen had
such delivery occurred. Notwithstanding the provisions of this Section 3.2, a
Holder and any permitted assignee shall not be required to indemnify the
Company, its officers, trustees or control persons with respect to any amount
in excess of the amount of the total proceeds to the Holder or such permitted
assignee, as the case may be, from sales of the Registrable Securities of the
Holder under the Registration Statement that is the subject of the
indemnification claim.



          3.3 Conduct of Indemnification Proceedings. An indemnified party
hereunder shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Section 3.1 or 3.2 above, unless and only to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights and
defenses, and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided under Section 3.1 or 3.2 above. If the indemnifying party
so elects within a reasonable time after receipt of such notice, the
indemnifying party may assume the defense of such action or proceeding at such
indemnifying party’s own expense with counsel chosen by the indemnifying party
and approved by the indemnified party, which approval shall not be unreasonably
withheld; provided, however, that the indemnifying party will not settle,
compromise or consent to the entry of any judgment with respect to any such
action or proceeding without the written consent of the indemnified party
unless such settlement, compromise or consent secures the unconditional release
of the indemnified party; and provided further, that, if the indemnified party
reasonably determines that a conflict of interest exists where it is advisable
for the indemnified party to be represented by separate counsel or that, upon
advice of counsel, there may be legal defenses available to it which are
different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense and
the indemnified party shall be entitled to separate counsel at the indemnifying
party’s expense. If the indemnifying party is not entitled to assume the
defense of such action or proceeding as a result of the second proviso to the
preceding sentence, the indemnifying party’s counsel shall be entitled to
conduct the indemnifying party’s defense and counsel for the indemnified party
shall be entitled to conduct the defense of the indemnified party, it being
understood that both such counsel will cooperate with each other, to the extent
feasible in
light of the conflict of interest or different available legal defenses,
to conduct the defense of such action or proceeding as efficiently as possible.
If the indemnifying party is not so entitled to assume the defense of such
action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party
will pay the reasonable fees and expenses of counsel for the indemnified party.
In such event, however, the indemnifying party will not be liable for any
settlement effected without the written consent of the indemnifying party. If
an indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this



 









 





paragraph, the indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with such action or proceeding.



          3.4 (a) Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 3.1 and 3.2 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Holder, in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand and
the Holder, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities, or expenses. The
relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, the indemnifying party or the indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action.



          (b) The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 3.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.4, a Holder shall
not be required to contribute any amount in excess of the amount of the total
proceeds to such Holder from sales of the Registrable Securities of such Holder
under the Registration Statement that is the subject of the indemnification
claim.



          (c) Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 3.4, each person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the Holder, and each trustee
of the Company, each officer of the Company who signed a Registration Statement
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act shall have the same rights to contribution as the
Company.



SECTION 4. EXPENSES




          The Company shall pay all expenses incident to the performance by the
Company of its registration obligations under Sections 2 above, including (i)
all stock exchange, Commission and state securities registration, listing and
filing fees, (ii) all expenses incurred in connection with the preparation,
printing and distribution of any Registration Statement and Prospectus, (iii)
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, and (iv) reasonable fees and disbursements of
counsel to the Holder in connection with the Holder’s exercise of its rights
hereunder. Each Holder shall be responsible for the payment of any brokerage
and sales commissions and any transfer taxes relating to the sale or
disposition of the Registrable Securities by such Holder pursuant to this
Agreement.



 









 





SECTION 5. RULE 144 COMPLIANCE




          The Company covenants that it will use its best efforts to timely file the
reports required to be filed by the Company under the Securities Act and the
Exchange Act so as to enable the Holders to sell the Registrable Securities
pursuant to Rule 144 under the Securities Act. In connection with any sale,
transfer or other disposition by a Holder of any Registrable Securities
pursuant to Rule 144 under the Securities Act, the Company shall cooperate with
the Holder to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Registrable Securities
to be for such number of shares and registered in such names as such Holder may
reasonably request at least five Business Days prior to any sale of Registrable
Securities hereunder.



SECTION 6. MISCELLANEOUS




          6.1 Integration; Amendment. This Agreement constitutes the entire
agreement among 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. 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.



          6.2 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 any of the parties hereto of a breach or a default under
any of the provisions of this Agreement, nor the failure of any 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.



          6.3 Assignment; Successors and Assigns. Any Contributor may assign its
rights and obligations under this Agreement without the prior written consent
of the Company in connection with a transfer of some or all of such Unit
Holder’s REIT Common
Shares or Units in accordance with the terms of the Partnership Agreement
(including the Unit Holder’s partner schedule) if the transferee agrees in
writing to be bound by all of the provisions hereof and the Contributor
provides written notice to the Company within 10 days of the effectiveness of
such assignment. Any Shareholder may assign its rights and obligations under
this Agreement without the prior written consent of the Company in connection
with the transfer of some or all of such Shareholder’s REIT Common Shares if
the transferee agrees in writing to be bound by all of the provisions hereof
and the Shareholder provides written notice to the Company within 10 days of
the effectiveness of such assignment. This Agreement shall inure to the
benefit of and be binding upon all of the parties hereto and their respective
heirs, executors, personal and legal representatives, successors and permitted
assigns, including, without limitation, any successor of the Company by merger,
acquisition, reorganization, recapitalization or otherwise.



 









 





          6.4 Notices. All notices called for under this Agreement shall be in
writing and shall be deemed given upon receipt if delivered personally or by
facsimile transmission and followed promptly by mail, or mailed by registered
or certified mail (return receipt requested), postage prepaid, or overnight
delivery service, to the parties at the addresses set forth opposite their
signatures below, or to any other address or addressee as any party entitled to
receive notice under this Agreement shall designate, from time to time, to
others in the manner provided in this Section 6.4 for the service of notices;
provided, however, that notices of a change of address shall be effective only
upon receipt thereof. Any notice delivered to the party hereto to whom it is
addressed shall be deemed to have been given and received on the day it was
received; provided, however, that if such day is not a Business Day, then the
notice shall be deemed to have been given and received on the Business Day next
following such day and if any party rejects delivery of any notice attempted to
be given hereunder, delivery shall be deemed given on the date of such
rejection. Any notice sent by facsimile transmission shall be deemed to have
been given and received on the Business Day next following the transmission.



          6.5 Specific Performance. The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
(i) compel specific performance of the obligations, covenants and agreements of
any other party under this Agreement in accordance with the terms and
conditions of this Agreement and (ii) obtain preliminary injunctive relief to
secure specific performance and to prevent a breach or contemplated breach of
this Agreement in any court of the United States or any State thereof having
jurisdiction.



          6.6 Governing Law. 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 Maryland, but not
including the choice of law rules thereof.



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



          6.8 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity
of the person or entity may require.



          6.9 Execution in Counterparts. To facilitate execution, this Agreement
may be executed and delivered 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. It shall not be
necessary in any proof of this Agreement to produce or account for more than a
number of counterparts containing the respective signatures of or on behalf of
all of the parties.



 









 





          6.10 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.



[Signatures on following page]




 









 








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



	 	 	 
	Address:
	 	 
	 
	 	 
	

	 	COMPANY:
	 
	 	 
	U-STORE-IT TRUST

	 	U-STORE-IT TRUST
	6745 Engle Road, Suite 300
	 	 
	Middleburg Heights, Ohio 44130

	 	By:
	Attention: Steven G. Osgood

	 	

	Facsimile: (440) 234-8776

	 	Name: Steven G. Osgood
	

	 	Title: President
	 
	 	 
	

	 	HOLDERS:
	 
	 	 
	Robert J. Amsdell
	 	 
	6745 Engle Road, Suite 300

	 	

	Middleburg Heights, Ohio 44130

	 	Robert J. Amsdell
	Attention: Robert J. Amsdell
	 	 
	Facsimile:(440) 234-8776
	 	 
	 
	 	 
	Barry L. Amsdell
	 	 
	6745 Engle Road, Suite 300

	 	

	Middleburg Heights, Ohio 44130

	 	Barry L. Amsdell
	Attention: Barry L. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 
	 
	 	 
	Todd C. Amsdell
	 	 
	6745 Engle Road, Suite 300

	 	

	Middleburg Heights, Ohio 44130

	 	Todd C. Amsdell
	Attention: Todd C. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 







 









 






	 	 	 
	The Robert J. Amsdell Family Irrevocable

	 	THE ROBERT J. AMSDELL FAMILY
	Trust dated June 4, 1998

	 	IRREVOCABLE TRUST DATED JUNE 4,
	c/o David M. Kall

	 	1998
	McDonald, Hopkins, Burke & Haber Co.,
	 	 
	L.P.A.

	 	By:
	2100 Bank One Center

	 	

	600 Superior Avenue, E.

	 	Name: Benard L. Karr
	Cleveland, OH 44114-2653

	 	Its: Trustee
	 
	 	 
	The Loretta Amsdell Family Irrevocable

	 	THE LORETTA AMSDELL FAMILY
	Trust dated June 4, 1998

	 	IRREVOCABLE TRUST DATED JUNE 4,
	c/o David M. Kall

	 	1998
	McDonald, Hopkins, Burke & Haber
	 	 
	Co., L.P.A.

	 	By:
	2100 Bank One Center

	 	

	600 Superior Avenue, E.

	 	Name: Benard L. Karr
	Cleveland, OH 44114-2653

	 	Its: Trustee
	 
	 	 
	Amsdell and Amsdell

	 	AMSDELL AND AMSDELL
	6745 Engle Road, Suite 300
	 	 
	Middleburg Heights, Ohio 44130

	 	By:
	Attention: Robert J. Amsdell

	 	

	Facsimile: (440) 234-8776

	 	Name: Robert J. Amsdell
	

	 	Its: General Partner
	 
	 	 
	Amsdell Holdings I, Inc.

	 	AMSDELL HOLDINGS I, INC.
	6745 Engle Road, Suite 300
	 	 
	Middleburg Heights, Ohio 44130

	 	By:
	Attention: Robert J. Amsdell

	 	

	Facsimile: (440) 234-8776

	 	Name: Robert J. Amsdell
	

	 	Its: President
	 
	 	 
	Robert J. Amsdell, Trustee

	 	

	6745 Engle Road, Suite 300

	 	Robert J. Amsdell, Trustee
	Middleburg Heights, Ohio 44130
	 	 
	Attention: Robert J. Amsdell
	 	 
	Facsimile: (440) 234-8776
	 	 








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