EX-10.7



 





Exhibit 10.7




PARTNERSHIP REORGANIZATION AGREEMENT




     PARTNERSHIP REORGANIZATION AGREEMENT (this “Agreement”), dated as of July
30, 2004 among High Tide LLC, an Ohio limited liability company (“High Tide”)
that has elected to be treated as a corporation for federal income tax purposes
and that has elected to be treated as a S corporation for federal income tax
purposes, Amsdell Partners, Inc., an Ohio corporation (“Partnership GP”) and
the general partner of the Partnership (as defined below), and Amsdell Holdings
I, Inc, an Ohio corporation (“Holdings” and (i) together with High Tide, the
“Limited Partners,” and (ii) together with High Tide and Partnership GP, the
“Partners”), and Acquiport/Amsdell I Limited Partnership, a Delaware limited
partnership (the “Partnership”).



RECITALS




     WHEREAS, High Tide, which currently is the owner of substantially all of
the limited partnership interests in the Partnership, has determined that it is
in the best interests of High Tide to pursue an initial public offering
transaction in which High Tide would sell equity to the public and raise
significant additional capital (the “IPO”), with the IPO to be consummated
following a reorganization of High Tide as a Maryland real estate investment
trust through a merger of High Tide into U-Store-It Trust, a wholly-owned
subsidiary of High Tide (“USI”);



     WHEREAS, High Tide also has been advised that the IPO would more likely be
successful if the Partnership were to be reorganized from its current
structure, with its Amended and Restated Agreement of Limited Partnership,
dated as of October 10, 2000 (as amended, the “Existing Partnership
Agreement”), being amended as set forth in the form of Second Amended and
Restated Agreement of Limited Partnership attached hereto as Exhibit A; and



     WHEREAS, the Partners, in order to facilitate the IPO, have agreed that
the Existing Partnership Agreement be amended as set forth substantially in the
form of Second Amended and Restated Agreement of Limited Partnership attached
hereto as Exhibit A.



     NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:



ARTICLE 1


PARTNERSHIP AMENDMENT TRANSACTION;

CLOSING; CLOSING DELIVERIES




     1.1. PARTNERSHIP AMENDMENT TRANSACTION. Subject to
the terms and conditions of this Agreement, at the Closing (as defined
below) each



 









 





of the Partners shall enter into an amendment and restatement of
the Existing Partnership Agreement substantially in the form attached hereto as
Exhibit A, with such further changes as may be proposed by Partnership GP and
not materially adversely affecting any of the Limited Partners (the “New
Partnership Agreement”) (such transaction, the “Partnership Amendment
Transaction”).



     1.2. THE CLOSING. Subject to the terms and conditions of this Agreement,
the closing of the Partnership Amendment Transaction (the “Closing”) shall take
place (a) at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street,
N.W., Washington, D.C., 20004, on the day upon which all of the conditions to
the Partnership Amendment Transaction shall have been satisfied or waived in
writing, or (b) at such other time, date or place as the Partners may agree.
The date on which the Closing occurs is hereinafter referred to as the “Closing
Date.”



     1.3. CLOSING DELIVERIES. At the Closing:



     (a) Partnership GP shall execute and deliver the following:



          (i) a duly executed New Partnership Agreement; and



          (ii) such documents and certificates as any party may reasonably request
to reflect the parties’ intentions pursuant hereto.



     (b) Each of the Limited Partners shall execute and deliver the following:



          (i) a duly executed Limited Partner Acceptance substantially in the form
attached hereto as Exhibit B; and



          (ii) such documents and certificates as any party may reasonably request
to reflect the parties’ intentions pursuant hereto.



     (c) The Partnership shall execute and deliver the following:



          (i) the initial Partner Registry (as defined in the New Partnership
Agreement) reflecting the transactions contemplated by Article 2; and



          (ii) such documents and certificates as any party may reasonably request
to reflect the parties’ intentions pursuant hereto.



ARTICLE 2


EFFECT ON PARTNERSHIP INTERESTS




     2.1 EFFECT ON PARTNERSHIP INTERESTS. At the Closing, and
pursuant to the terms of the New Partnership Agreement:



 









 





     (a) Each Partner shall receive, through the amendment and restatement of
the Existing Partnership Agreement into the New Partnership Agreement effected
at the Closing, the number of Class A Units (the “New Partnership Units”) set
forth with respect to such Partner on Exhibit C, and the Partnership shall
issue such New Partnership Units under and pursuant to the New Partnership
Agreement.



     (b) Each Prior Partnership Interest will no longer be outstanding and will
be canceled and retired and will cease to exist.



     2.2 EFFECT ON GENERAL PARTNERSHIP INTERESTS; REFLECT ON PARTNER REGISTRY.
At the Closing, and pursuant to the terms of the New Partnership Agreement:



     (a) Under Section 4.1 of the New Partnership Agreement, 1,000 of the
Partnership Units (as defined in the New Partnership Agreement) issued to
Partnership GP as a result of the Partnership Amendment Transaction will be
deemed to be the Partnership Units of Partnership GP, as the General Partner
(as defined in the New Partnership Agreement), and will be the General
Partnership Interest (as defined in the New Partnership Agreement). All other
Partnership Units issued to Partnership GP will be deemed to be Limited
Partnership Interests (as defined in the New Partnership Agreement) and will be
held by Partnership GP in its capacity as a Limited Partner (as defined in the
New Partnership Agreement) of the Partnership.



     (b) The initial Partner Registry of the Partnership immediately following
the Partnership Amendment Transaction will reflect the issuance of the New
Partnership Units and other matters set forth in this Article 2.



     (c) No fractional New Partnership Units will be issued pursuant to the New
Partnership Agreement. The number of New Partnership Units issued to any
Partner shall be rounded down to the nearest whole New Partnership Unit.



ARTICLE 3


REPRESENTATIONS AND WARRANTIES




     3.1 REPRESENTATIONS AND WARRANTIES OF LIMITED PARTNERS. As a material
inducement to the Partnership to consummate the transactions contemplated
hereby, each Limited Partner hereby makes to the Partnership the
representations and warranties set forth in this Article 3.1, which
representations and warranties are true and correct as of the date hereof.



     (a) Organization and Standing. Such Limited Partner is a corporation or
limited liability company duly organized, validly existing and in good standing
under Ohio law, and has the full and unrestricted corporate or limited



 









 





liability company power and authority to own, operate its assets, to carry on
its business as currently conducted, to execute and deliver this Agreement and
to carry out the transactions contemplated hereby. Such Limited Partner is
duly qualified to conduct business as a foreign corporation or limited
liability company where necessary and is in good standing in the states in
which it is so qualified.



     (b) Authority. Such Limited Partner has all requisite corporate or
limited liability company power and authority to execute and deliver this
Agreement and to consummate the Partnership Amendment Transaction and the other
transactions contemplated hereby. The execution and delivery by such Limited
Partner of this Agreement and the consummation by such Limited Partner of the
Partnership Amendment Transaction and the other transactions contemplated
hereby have been duly authorized by all necessary corporate or limited
liability company action on the part of such Limited Partner. Such Limited
Partner has duly executed and delivered this Agreement, and this Agreement
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.



     (c) Litigation. There is no litigation or proceeding, either judicial or
administrative, pending or, to such Limited Partner’s knowledge, threatened,
affecting its ability to consummate the transactions contemplated hereby.
There is no outstanding order, writ, injunction or decree of any court,
government, governmental entity or authority or arbitration against or
affecting such Limited Partner, which in any such case would impair such
Limited Partner’s ability to enter into and perform all of its obligations
under this Agreement.



     (e) No Insolvency Proceedings. No attachments, execution proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other proceedings are pending or, to such Limited Partner’s
knowledge, threatened against such Limited Partner, nor are any such
proceedings contemplated by such Limited Partner.



     (f) No Brokers. Such Limited Partner has not entered into, and covenants
that it will not enter into, any agreement, arrangement or understanding with
any person or firm which will result in the obligation of such Limited Partner
to pay any finder’s fee, brokerage commission or similar payment in connection
with the transactions contemplated hereby.



     (g) Securities Laws Matters; Restriction on Transfer.



          (i) Such Limited Partner acknowledges that the Partnership intends the
transactions contemplated hereby to be exempt from registration under
the Securities Act of 1933, as amended (the “Securities Act”) and
applicable state securities laws by virtue of (A) the status of such Limited
Partner or each of the equity holders of such Limited Partner as “accredited
investors” within the meaning of the federal securities laws, and (B) Section
4(2) of the Securities Act, and that the



 









 





Partnership will rely in part upon the
representations and warranties made by such Limited Partner in this Agreement
in making the determination that the issuance of the New Partnership Units
qualify for exemption under Section 4(2) of the Securities Act.



          (ii) Such Limited Partner or each of the equity holders of such Limited
Partner is an “accredited investor” within the meaning of the federal
securities laws.



          (iii) Such Limited Partner will acquire the New Partnership Units for his
own account and not with a view to, or for sale in connection with, any
“distribution” thereof within the meaning of the Securities Act. Such Limited
Partner does not intend or anticipate that such Limited Partner will rely on
its investment in the New Partnership Units as a principal source of income.



          (iv) Such Limited Partner and each of the equity holders of such Limited
Partner have been supplied with, or had access to, information to which a
reasonable investor would attach significance in making an investment decision
to acquire the New Partnership Units and any other information such Limited
Partner or each of the equity holders of such Limited Partner have requested.
Such Limited Partner and each of the equity holders of such Limited Partner
have had an opportunity to ask questions of, and receive information and
answers from, the Partnership concerning the Partnership and the New
Partnership Units, and to assess and evaluate any information supplied to them
by the Partnership, and all such questions have been answered, and all such
information has been provided to their respective full satisfaction.



          (v) Such Limited Partner acknowledges that it is aware that there are
substantial restrictions on the transferability of the New Partnership Units
and that the New Partnership Units will not be registered under the Securities
Act or any state securities laws. Such Limited Partner agrees that any New
Partnership Units such Limited Partner acquires will not be sold in the absence
of registration unless such sale is exempt from registration under the
Securities Act and applicable state securities laws. Such Limited Partner
acknowledges that such Limited Partner shall be responsible for compliance with
all conditions on transfer imposed by any securities authority and for any
expenses incurred by the Partnership for legal or accounting services in
connection with reviewing such a proposed transfer or issuing opinions in
connection therewith.



          (vi) Such Limited Partner and each of the equity holders of such Limited
Partner understand that no federal agency (including the Securities
and Exchange Commission) or state agency has made or will make any finding
or determination as to the fairness of an investment in the New Partnership
Units.



     (h) General Partner Representations. In connection with the issuance of
Partnership Units to Partnership GP, Partnership GP hereby makes the



 









 





representations and warranties to set forth in this Section 3.1 as to itself
for the benefit of the Partnership.



     3.2 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP. As a material
inducement to each of the Limited Partners to consummate the transactions
contemplated hereby, Partnership GP and the Partnership each hereby makes to
each Limited Partner each of the representations and warranties set forth in
this Article 3.2, which representations and warranties are true and correct as
of the date hereof.



     (a) Organization and Standing. Such entity is (i) a corporation duly
organized, validly existing and in good standing under Ohio law (in the case of
Partnership GP) or (ii) a limited partnership duly organized, validly existing
and in good standing under Delaware law (in the case of the Partnership, and in
each case has the full and unrestricted power and authority to own, operate its
assets, to carry on its business as currently conducted, to execute and deliver
this Agreement and to carry out the transactions contemplated hereby. Such
entity is duly qualified to conduct business as a foreign corporation or
limited partnership where necessary and is in good standing in the states in
which it is so qualified.



     (b) Authority. Such entity has all requisite power and authority to
execute and deliver this Agreement and to consummate the Partnership Amendment
Transaction and the other transactions contemplated hereby. The execution and
delivery by such entity of this Agreement and the consummation by such entity
of the Partnership Amendment Transaction and the other transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such entity. Such entity has duly executed and delivered this
Agreement, and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.



     (c) Capital Structure. The New Partnership Units issued in the
Partnership Amendment Transaction will be duly authorized and validly issued.



     (d) Litigation. There is no litigation or proceeding, either judicial or
administrative, pending or, to such entity’s knowledge, threatened, affecting
its ability to consummate the transactions contemplated hereby. There is no
outstanding order, writ, injunction or decree of any court, government,
governmental entity or authority or arbitration against or affecting such
entity, which in any such case would impair such entity’s ability to enter into
and perform all of its obligations under this Agreement.



     (e) No Insolvency Proceedings. No attachments, execution proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other proceedings are pending or, to such entity’s knowledge,
threatened against such entity, nor are any such proceedings contemplated by
such entity.



 









 





ARTICLE 4


CONDITIONS




     4.1 Conditions to Partnership GP’s and Partnership’s Obligations to Effect
the Partnership Amendment Transaction. The obligations of Partnership GP and
the Partnership to effect the Partnership Amendment Transaction and the other
transactions contemplated by this Agreement are subject to the fulfillment, at
or prior to the Closing, of the following conditions (unless such conditions
are waived in writing by Partnership GP and the Partnership):



     (a) IPO. The other transactions that Partnership GP and the Partnership
determine to be necessary or appropriate in connection with the IPO, in such
form(s) as Partnership GP and the Partnership, in their sole and absolute
discretion, shall have determined to be acceptable, shall have occurred (or are
occurring simultaneously with the Closing).



     (b) Representations and Warranties. The representations and warranties
made by each Limited Partner pursuant to this Agreement shall be true and
correct in all material respects when made, and on and as of the Closing Date,
as though such representations and warranties were made on the Closing Date.



     (c) Performance. Each Limited Partner shall have performed and complied
with all agreements and covenants that it is required to perform or comply with
pursuant to this Agreement prior to the Closing in all material respects.



     (d) Legal Proceedings. No action or proceeding by or before any
governmental authority shall have been instituted that is reasonably expected
to restrain, prohibit or invalidate the transactions contemplated by this
Agreement, including the Partnership Amendment Transaction, other than an
action or proceeding instituted by a Limited Partner.



     (e) Consents and Approvals. All necessary consents of governmental and
private parties to effect the Partnership Amendment Transaction and the other
transactions contemplated by this Agreement, including, without limitation,
consents of any lenders, shall have been obtained.



     (f) Reliance of Regulation D. Partnership GP and the Partnership shall,
based on advice of its counsel, be reasonably satisfied that there shall not be
more that 35 “purchasers of securities” (as calculated pursuant to Rule 501 of
Regulation D) at the Closing and that the transactions contemplated hereby
may be made without registration under the Securities Act in reliance on
Regulation D.



     4.2 Conditions to the Limited Partners’ Obligation to Effect the
Partnership Amendment Transaction. The obligation of each Limited Partner to
effect the Partnership Amendment Transaction and the other transactions



 









 





contemplated by this Agreement are subject to the fulfillment, at or prior to
the Closing, of the following conditions (unless such conditions are waived in
writing by such Limited Partner):



     (a) Representations and Warranties. The representations and warranties
made by Partnership GP and the Partnership pursuant to this Agreement shall be
true and correct in all material respects when made, and on and as of the
Closing Date, as though such representations and warranties were made on the
Closing Date.



     (b) Performance. Partnership GP and the Partnership shall have performed
and complied with all agreements and covenants that it is required to perform
or comply with pursuant to this Agreement prior to the Closing in all material
respects.



     (c) Legal Proceedings. No action or proceeding by or before any
governmental authority shall have been instituted that is reasonably expected
to restrain, prohibit or invalidate the transactions contemplated by this
Agreement, including the Partnership Amendment Transaction, other than an
action or proceeding instituted by Partnership GP or the Partnership; provided,
that the foregoing condition shall be deemed to have been satisfied if the
Partnership shall have agreed to fully indemnify such Limited Partner from any
loss, liability, claim, damage or expense arising out of such Limited Partner’s
proceeding to effect the Partnership Amendment Transaction in the face of any
such action or proceeding.



     (d) Consents and Approvals. All other necessary consents of governmental
and private parties to effect the Partnership Amendment Transaction and other
transactions contemplated by this Agreement, including, without limitation,
consents of any lenders, shall have been obtained; provided, that the foregoing
condition shall be deemed to have been satisfied if the Partnership shall have
agreed to fully indemnify such Limited Partner from any loss, liability, claim,
damage or expense arising out of such Limited Partner proceeding to effect the
Partnership Amendment Transaction without having obtained a necessary consent.



ARTICLE 5


TERMINATION




     5.1
TERMINATION AND ABANDONMENT BY THE
PARTNERSHIP. Partnership GP or the Partnership shall have the right to
terminate this Agreement and abandon the Partnership Amendment Transaction at
any time and for any reason on or after February 15, 2005.



     5.2
TERMINATION AND ABANDONMENT BY LIMITED PARTNER. Each Limited Partner
shall have the right to terminate this Agreement and abandon the Partnership
Amendment Transaction at any time and for any



 









 





reason on or after February 15,
2005.



     5.3 EFFECT OF TERMINATION AND ABANDONMENT. Upon the termination of this
Agreement and abandonment of the Partnership Amendment Transaction pursuant to
Section 5.1 or 5.2 hereof, this Agreement shall become void and have no effect,
and no party shall have any liability to the other in connection with the
transactions contemplated hereby, including the Partnership Amendment
Transaction, or as a result of the termination of this Agreement; provided,
that the foregoing shall not relieve a party of any liability as a result of a
breach of any of the terms of this Agreement.



ARTICLE 6


GENERAL PROVISIONS




     6.1 ENTIRE AGREEMENT. This Agreement, the Exhibits and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.



     6.2 AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.



     6.3 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.



     6.4 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all of the parties hereto.



     6.5 HEADINGS. Headings of the Articles and Sections of this Agreement are
for the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.



     6.6 INCORPORATION. All Exhibits attached hereto and referred to herein
are hereby incorporated herein and made a part hereof for all purposes as if
fully set forth herein.



     6.7 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering



 









 





invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.



     6.8 WAIVER OF CONDITIONS. The conditions to each of the parties’
obligations to consummate the Partnership Amendment Transaction are for the
sole benefit of such party and may be waived by such party in whole or in part
to the extent permitted by applicable law.



     6.9 NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder. Notwithstanding the foregoing, this Agreement shall bind any
successor (by merger or otherwise) to any party hereto, and such successor
shall perform the obligations of such party as though it were an original party
hereto. Each Limited Partner may designate any other person or entity to
receive the New Partnership Units to be issued to such Limited Partner pursuant
to this Agreement; provided, however, that upon any such designation, the
designee shall make to Partnership GP and the Operating Partnership each of the
representations, warranties and covenants set forth in Section 3.1(g) hereof.



     6.10 NO AMENDMENT OF EXISTING PARTNERSHIP AGREEMENT. This Agreement shall
not amend or modify, or be deemed to effectuate any amendment or modification
of the Existing Partnership Agreement; it being understood that the amendments
and modifications of the Existing Partnership Agreement referred to herein
shall be effectuated pursuant to the terms of the New Partnership Agreement,
which will be entered into and become effective only upon the Closing and
subject to the terms and conditions set forth herein.



 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf as of the day and year first
written above.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	High Tide LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patricia A. Rocewicky
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Patricia A. Rocewicky
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title:
	 	 	 	Title: Sole Manager	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Amsdell Partners, Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Todd C. Amsdell
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Todd C. Amsdell
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title: Secretary
	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Amsdell Holdings I, Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ J. Christian Bartel
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: J. Christian Bartel
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title: Secretary
	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Acquiport/Amsdell I Limited Partnership
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: Amsdell Partners, Inc., general partner
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Todd C. Amsdell
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Todd C. Amsdell
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title: Secretary
	 	 	 	Title: President	 	 







 









 






Corrected and Restated Exhibit C




UNIT AMOUNTS




Each of the Partners will receive the number of New Partnership Units set forth
with respect to such Partner below:



Amsdell Partners, Inc.: 0.02817 x Aggregate Equity Exchange Units



Amsdell Holdings I, Inc.: 0.04284 x Aggregate Equity Exchange Units



High Tide LLC: 0.92899 x Aggregate Equity Exchange Units + $277,151,425 / PPS



Where:



	 	 	 	 	 
	Aggregate Equity Exchange Units

	 	=
	 	(EV – (PPOI + TC + AC)) / PPS
	EV

	 	=
	 	Enterprise Value
	PPOI

	 	=
	 	Pre-Public Offering Indebtedness
	TC

	 	=
	 	Transaction Costs
	AC

	 	=
	 	Acquisition Costs
	PPS

	 	=
	 	USI IPO Price Per Share







Definitions (to the extent not defined in the Agreement):



“Enterprise Value” means the sum, as of the Closing Date, of (a) Gross Equity
Value and (b) the amount of all Indebtedness of USI, the Operating Partnership,
their subsidiaries and any affiliates holding direct or indirect interests in
any of the properties or assets to be owned by USI, the Operating Partnership
or any such subsidiary (to the extent such Indebtedness of such affiliate
related to such properties or assets), upon the consummation of the IPO and the
transactions related to the IPO (collectively with the IPO, the “IPO
Transactions”), after application of the proceeds of the IPO Transactions
(including, without limitation, the Operating Partnership’s pro rata share of
consolidated and unconsolidated joint venture Indebtedness, if any). For
purposes of this definition, “Gross Equity Value” shall mean the gross equity
value of USI and the Operating Partnership, without duplication, upon the
consummation of the IPO Transactions, as determined by USI as of the Closing
Date in consultation with its underwriters.



“Indebtedness” means, as to any person, any indebtedness, whether or not
contingent, secured, senior, mezzanine or subordinated, (i) in respect of
borrowed money (including, without limitation, permanent indebtedness,
construction indebtedness, bridge financing, secured debt, mortgage debt, lines
of credit and indebtedness secured by pledges of equity interests), (ii)
evidenced by bonds, notes, debentures or similar instruments, or (iii)
representing capital lease obligations. “Indebtedness” shall not include any
indebtedness of USI, the Operating Partnership or any of their subsidiaries
owed to each other.



 









 








“Pre-Public Offering Indebtedness” means the sum of (a) the amount of all
Indebtedness of USI, the Operating Partnership, their subsidiaries and any
affiliates holding direct or indirect interests in any of the properties or
assets to be owned by USI, the Operating Partnership or any such subsidiary (to
the extent such Indebtedness of such affiliate related to such properties or
assets), determined as of immediately prior to the consummation of the IPO
Transactions (including, without limitation, the Operating Partnership’s pro
rata share of consolidated and unconsolidated joint venture Indebtedness, if
any), and (b) all accrued or accumulated interest, prepayment penalties,
financing fees, exit fees, and other amounts, costs or expenses payable on
account of the repayment, assumption or refinancing of any such Indebtedness in
connection with the IPO Transactions. “Pre-Public Offering Indebtedness” shall
be calculated without duplication of amounts, including, without limitation,
amounts included in Acquisition Costs or Transaction Costs.



“Acquisition Costs” means the sum of (a) the aggregate equity value of the OP
units to be issued in connection with the contribution of the Lantana, FL,
Lakewood, OH and Vero Beach, FL properties to the Operating Partnership by
Robert J. Amsdell, Trustee, Amsdell and Amsdell and Amsdell Holdings I, Inc.,
respectively, such equity value determined by multiplying the number of such OP
units by the IPO Price Per Share, (b) the cash purchase price for the capital
stock of U-Store-It Mini Warehouse Co., and (c) the aggregate acquisition costs
for all new properties (and entities) acquired by USI, the Operating
Partnership or any of their subsidiaries in connection with the consummation of
the IPO Transactions, including the purchase price thereof and the amount of
any assumed Indebtedness in connection therewith (or, in the case of an
acquisition of an entity, the Indebtedness of such entity). “Acquisition
Costs” shall be calculated without duplication of amounts, including, without
limitation, amounts included in Transaction Costs or Pre-Public Offering
Indebtedness.



“Transaction Costs” means the (a) outstanding third party payables of USI, the
Operating Partnership, or their subsidiaries in connection with the IPO
Transactions, and (b) third party fees and expenses incurred by USI, the
Operating Partnership or their subsidiaries in connection with the IPO
Transactions, including, without limitation, underwriting discounts, fees and
commissions (other than underwriting discounts, fees and commissions relating
to any over-allotment option of the underwriters) and other fees and costs
payable to the underwriters, legal, accounting or other professional fees, the
costs of any road show, printing expenses and filing and qualification fees,
and (c) third party fees, transfer taxes, costs and reserves associated with
all third party Indebtedness obtained by USI, the Operating Partnership or
their subsidiaries in connection with the IPO Transactions, and (d) the amount
of working capital reserves established by USI and the Operating Partnership
upon the consummation of the IPO Transactions. “Transaction Costs” shall be
calculated without duplication of amounts, including, without limitation,
amounts included in Pre-Public Offering Indebtedness and Acquisition Costs.



“IPO Price Per Share” means the issuance price per share of the common shares
of USI at the IPO.



* * * * *




 









 








CORRECTION AND RESTATEMENT OF EXHIBIT C




This Exhibit C is hereby restated to correct an error that was contained in the
original Exhibit C that was attached to the Agreement at the time of execution
on July 30, 2004, and the parties hereby agree to substitute this Exhibit C for
such original Exhibit C.



     IN WITNESS WHEREOF, the parties have executed this Correction and
Restatement of Exhibit C and caused the same to be duly delivered on their
behalf as of October 6, 2004.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	High Tide LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patricia A. Rocewicky
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Patricia A. Rocewicky
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title:
	 	 	 	Title: Sole Manager	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Amsdell Partners, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Todd C. Amsdell
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Todd C. Amsdell
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title: Secretary
	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Amsdell Holdings I, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	



	By:

	 	/s/ Patricia A. Rocewicky
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Patricia A. Rocewicky
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title:
	 	 	 	Title: President	 	 
	



	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	Acquiport/Amsdell I Limited Partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: Amsdell Partners, Inc., general partner	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Todd C. Amsdell
	 	By:
	 	/s/ Robert J. Amsdell
	 	(SEAL)
	

	 	
 
	 	 	 	
 	 	 
	

	 	Name: Todd C. Amsdell
	 	 	 	Name: Robert J. Amsdell	 	 
	

	 	Title: Secretary
	 	 	 	Title: President