EX-01.8



 





EXHIBIT 10.8




STOCK PURCHASE AGREEMENT




          This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October
   , 2004 (the “Effective Date”) by and among U-Store-It Trust, a Maryland real
estate investment trust (the “Purchaser”), and Robert J. Amsdell, Barry L.
Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust dated
June 4, 1998, and the Loretta Amsdell Family Irrevocable Trust dated June 4,
1998 (collectively, the “Sellers” and each a “Seller”).



RECITALS




          WHEREAS, Purchaser and its affiliates are engaging in various related
transactions pursuant to which, among other things, Purchaser will effect an
initial public offering of its common shares and contribute the proceeds
therefrom for units of partnership interest in U-Store-It, L.P. (“USI”) (the
“IPO,” and together with the transactions related thereto, the “IPO
Transactions”);



          WHEREAS, in connection with the IPO Transactions, the Sellers wish to sell
to the Purchaser 303 shares (the “Company Shares”) of common stock, without par
value (the “Common Stock”), of U-Store-It Mini Warehouse Co., an Ohio
corporation (the “Company”), which shares constitute all of the issued and
outstanding shares of capital stock of the Company, on the terms and subject to
the conditions set forth in this Agreement; and



          WHEREAS, the Purchaser wishes to purchase the Company Shares on the terms
and subject to the conditions set forth in this Agreement.



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



I. SALE AND PURCHASE OF COMPANY SHARES.




     1.1 Sale and Purchase of Company Shares.



          Subject to the terms and conditions of this Agreement, each of the Sellers
shall transfer, assign and sell to the Purchaser, and the Purchaser shall
purchase from such Seller, the Company Shares owned by such Seller as set forth
on Exhibit A. As set forth on Exhibit A, the aggregate purchase price for all
of the Company Shares (the “Aggregate Purchase Price”) shall be the sum of (a)
$22,000,000.00 and (b) the Working Capital Adjustment Amount (as defined
below). The portion of the Aggregate Purchase Price allocated to each Seller
(each a “Seller Purchase Price”) shall be determined based on such Seller’s
respective ownership percentage as set forth on Exhibit A. Notwithstanding the
foregoing, the Purchaser, in its sole discretion, shall have the right to
increase or decrease the Aggregate Purchase Price by an amount not to exceed
$50.00 (in which case a
corresponding proportionate increase or decrease shall be made to each
Seller Purchase



 









 




Price). For purposes of this Agreement, (x) the term “Working
Capital Adjustment Amount” shall mean the difference obtained by subtracting
Closing Current Liabilities from Closing Current Assets, (y) the term “Closing
Current Assets” shall mean the current assets of the Company as of the Closing,
calculated in accordance with generally accepted accounting principals
(“GAAP”), and (z) the term “Closing Current Liabilities” shall mean the current
liabilities of the Company as of the Closing, calculated in accordance with
GAAP (but not taking into account the Company Promissory Notes (as defined
below)). Closing Current Assets and Closing Current Liabilities shall be
determined by the Purchaser in good faith at the time of the Closing and shall
be conclusive.




     1.2 Closing.



          (a) Upon the terms and subject to the satisfaction or waiver of all of the
conditions to closing set forth in this Agreement, the closing (the “Closing”)
of the sale and purchase of the Company Shares shall take place at the offices
of Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. 20004, or at
such other location as may be agreed upon by each of the Sellers and the
Purchaser. The Closing shall take place at such time and place as the
Purchaser and each of the Sellers shall agree upon the satisfaction or waiver
of all conditions hereto (the “Closing Date”), provided, however, that if the
IPO shall be consummated, Purchaser shall have the absolute and unconditional
right, subject only to the payment of the Purchase Price as provided for
herein, to require the Closing to occur on the same day as the closing of the
IPO or at anytime thereafter.



          (b) At the Closing, (i) each of the Sellers shall deliver to the Purchaser
a stock certificate or certificates representing the Company Shares owned by
such Seller as set forth on Exhibit A, together with a duly executed stock
power or powers, substantially in the form of Exhibit B attached hereto,
assigning such certificate or certificates to the Purchaser, and (ii) the
Purchaser shall deliver to each of the Sellers its respective Seller Purchase
Price by wire transfer of immediately available funds into an account
designated in writing by such Seller.



II. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.




          The Purchaser represents and warrants to each of the Sellers, as of the
Effective Date and as of the Closing Date, as follows:



     2.1 Organization, Good Standing and Qualification.



          The Purchaser has been duly organized and is validly existing as a real
estate investment trust in good standing under the laws of the State of
Maryland with full power and authority to own, lease and operate its properties
and conduct its business as now being conducted, and has been duly qualified to
transact business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business,
so as to require such qualification, except where the failure to so qualify
would not have a material adverse effect on the Purchaser.



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     2.2 Power, Authority and Enforceability.



          (a) The Purchaser has the requisite power and authority, and has taken all
required action necessary, to execute, deliver and perform this Agreement and
to purchase the Company Shares.



          (b) This Agreement has been duly executed and delivered by the Purchaser
and constitutes the legal, valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as may
be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) equitable principles of general applicability
relating to the availability of specific performance, injunctive relief or
other equitable remedies.



     2.3 Compliance with Other Instruments.



          The execution, delivery and performance of this Agreement by the Purchaser
and the consummation by the Purchaser of the transactions contemplated hereby
do not (a) result in a violation of the Purchaser’s Amended and Restated
Declaration of Trust or Bylaws, or (b) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Purchaser
is a party, or result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Purchaser or by which any property or
asset of the Purchaser is bound or affected (except for such conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, materially impair the
Purchaser’s ability to perform its obligations under this Agreement).



III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.




          Each of the Sellers represents and warrants to the Purchaser, as of the
Effective Date and as of the Closing Date, as follows:



     3.1 Power, Authority and Enforceability.



          (a) To the extent applicable, such Seller has the requisite power and
authority, and has taken all required action necessary, to execute, deliver and
perform this Agreement and to sell the Company Shares to the Purchaser
hereunder.



          (b) This Agreement has been duly executed and delivered by such Seller and
constitutes the legal, valid and binding obligation of such Seller enforceable
against such Seller in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights
generally, and (ii) equitable principles of general
applicability relating to the availability of specific performance,
injunctive relief or other equitable remedies.



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     3.2 Compliance with Other Instruments.



          The execution, delivery and performance of this Agreement by such Seller
and the consummation by such Seller of the transactions contemplated hereby do
not (a) in the case of a Seller that is a trust, result in a violation of such
Seller’s trust agreement or (b) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which such Seller is
a party, or result in a violation of any law, rule, regulation, order, judgment
or decree applicable to such Seller or by which any property or asset of such
Seller is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, materially impair such Seller’s ability to
perform its obligations under this Agreement).



     3.3 Title to Shares/Capitalization.



          (a) Such Seller is the lawful owner of the number of Company Shares set
forth on Exhibit A attached hereto. On the Closing Date, such Seller will have
good, valid and marketable title, free and clear of all encumbrances, to its
respective Company Shares set forth on Exhibit A, with full right and lawful
authority to sell and transfer such Company Shares to the Purchaser in
connection with the Closing.



          (b) None of such Seller’s Company Shares are subject to any outstanding
option, warrant, call, or similar right of any other person to acquire such
Seller’s Company Shares. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of any of such Seller’s
Company Shares.



          (c) The authorized capital stock of the Company consists of 500 shares of
Common Stock, of which 303 are issued and outstanding. All of the issued and
outstanding shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable.



IV. CONDITIONS OF THE PURCHASER’S OBLIGATIONS AT THE CLOSING.




          The Purchaser’s obligations at the Closing under Article I of this
Agreement are subject to the satisfaction or waiver by the Purchaser on or
before the Closing Date of each of the following conditions:



     4.1 Representations and Warranties.



          The representations and warranties of each of the Sellers contained herein
shall be true on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.



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     4.2 Performance.



          Each of the Sellers shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by them on or before the Closing Date.



     4.3 No Injunction.



          There shall not be in effect any order, decree or injunction of a court or
agency of competent jurisdiction which enjoins or prohibits consummation of the
transactions contemplated hereby and there shall be no actual or threatened
action, suit, arbitration, inquiry, proceedings or investigation by or before
any governmental authority, court or agency of competent jurisdiction, which
would reasonably be expected to materially impair the ability of the Purchaser
or any of the Sellers to consummate the transactions contemplated hereby.



     4.4 Consents.



          Any consent, approval or authorization of, or declaration or filing with,
any governmental authority or other person or entity that is required for the
valid execution and delivery of this Agreement or performance of its
obligations hereunder has been obtained or filed.



     4.5 IPO.



          The IPO shall have been consummated.



V. CONDITIONS OF THE SELLERS’ OBLIGATIONS AT THE CLOSING.




          Each of the Sellers’ obligations at the Closing under Article I of this
Agreement are subject to the satisfaction or waiver by each of the Sellers on
or before the Closing Date of each of the following conditions:



     5.1 Representations and Warranties.



          The representations and warranties of the Purchaser contained herein shall
be true on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.



     5.2 Performance.



          The Purchaser shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by them on or before the Closing Date.



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     5.3 No Injunction.



          There shall not be in effect any order, decree or injunction of a court or
agency of competent jurisdiction which enjoins or prohibits consummation of the
transactions contemplated hereby and there shall be no actual or threatened
action, suit, arbitration, inquiry, proceedings or investigation by or before
any governmental authority, court or agency of competent jurisdiction, which
would reasonably be expected to materially impair the ability of the Purchaser
or any of the Sellers to consummate the transactions contemplated hereby.



     5.4 Consents.



          Any consent, approval or authorization of, or declaration or filing with,
any governmental authority or other person or entity that is required for the
valid execution and delivery of this Agreement or performance of its
obligations hereunder has been obtained or filed.



     5.5 IPO.



          The IPO shall have been consummated.



VI. MISCELLANEOUS.




     6.1 Survival of Warranties and Covenants.



          The warranties and representations of the Purchaser and each of the
Sellers contained in or made pursuant to Articles II and III of this Agreement
shall survive the Closing hereunder through and until the expiration of the
statute of limitations applicable to each such warranty or representation. The
covenants contained herein shall survive the Closing hereunder indefinitely,
except for any provisions which expire by their terms. The representations and
warranties contained in this Agreement shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of the
Purchaser or any of the Sellers.



     6.2 Successors and Assigns.



          Except as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto. No party shall be permitted to
assign any of its rights hereunder to any third party, except that the
Purchaser may assign its rights hereunder to
Acquiport/Amsdell I Limited Partnership, a Delaware limited partnership.
Any attempted assignment in violation hereof shall be null and void ab initio
and of no force or effect. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement.



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     6.3 Governing Law.



          This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio, without giving effect to the conflict of law
provisions thereof.



     6.4 Counterparts.



          This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.



     6.5 Titles and Subtitles.



          The title and subtitles used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.



     6.6 Notices.



          Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given (a)
upon personal delivery to the party to be notified, (b) on the fifth business
day after deposit with the United States Post Office, by registered or
certified mail, postage prepaid, (c) on the next business day after dispatch
via nationally recognized overnight courier or (d) upon confirmation of
transmission by facsimile, all addressed to the party to be notified at the
address indicated for such party below, or at such other address as such party
may designate by 10 days’ advance written notice to the other parties. Notices
should be provided in accordance with this Section at the following addresses:



If to the Purchaser, to:





	 	 	 	U-Store-It Trust

6745 Engle Road, Suite 300

Middleburg Heights, Ohio 44130

Attention: Steven G. Osgood

Facsimile: (440) 234-8776





with a copy to:





	 	 	 	Hogan & Hartson L.L.P.

555 13th Street, N.W.

Washington, D.C. 20004

Attention: Thomas C. Morey

Facsimile: (202) 637-5910




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If to the Sellers, to:





	 	 	 	Robert J. Amsdell

c/o U-Store-It Trust

6745 Engle Road, Suite 300

Middleburg Heights, Ohio 44130

Attention: Robert J. Amsdell

Facsimile: (440) 234-8776
	 
	 	 	 	Barry L. Amsdell

c/o U-Store-It Trust

6745 Engle Road, Suite 300

Middleburg Heights, Ohio 44130

Attention: Barry L. Amsdell

Facsimile: (440) 234-8776

	 
	 	 	 	Todd C. Amsdell

c/o U-Store-It Trust

6745 Engle Road, Suite 300

Middleburg Heights, Ohio 44130

Attention: Todd C. Amsdell

Facsimile: (440) 234-8776

	 
	 	 	 	The Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998

c/o David M. Kall

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

2100 Bank One Center

600 Superior Avenue, E.

Cleveland, OH 44114-2653



The Loretta Amsdell Family Irrevocable Trust dated June 4, 1998

c/o David M. Kall

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

2100 Bank One Center

600 Superior Avenue, E.

Cleveland, OH 44114-2653





     6.7 Expenses.



          Each party shall pay all costs and expenses that it incurs with respect to
the negotiation, execution, delivery and performance of this Agreement.



     6.8 Amendments and Waivers.



          Any term of this Agreement may be amended, and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and



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either retroactively or prospectively), only with the written consent of
the Purchaser and each of the Sellers.




     6.9 Severability.



          If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and
the balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.



     6.10 Entire Agreement.



          This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and no party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants
except as specifically set forth herein.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



	 	 	 	 	 
	 	 	PURCHASER
	 
	 	 	 	 
	 	 	U-STORE-IT TRUST
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 	 	Name: Steven G. Osgood
	 	 	Its: President
	 
	 	 	 	 
	 	 	SELLERS
	 
	 	 	 	 
	 	 	
 
	 	 	Robert J. Amsdell
	 
	 	 	 	 
	 	 	
 
	 	 	Barry L. Amsdell
	 
	 	 	 	 
	 	 	
 
	 	 	Todd C. Amsdell
	 
	 	 	 	 
	 	 	THE ROBERT J. AMSDELL FAMILY
	 	 	IRREVOCABLE TRUST
	 	 	DATED JUNE 4, 1998
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 	 	Name: Bernard L. Karr
	 	 	Its: Trustee
	 
	 	 	 	 
	 	 	THE LORETTA AMSDELL FAMILY
	 	 	IRREVOCABLE TRUST
	 	 	DATED JUNE 4, 1998
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 	 	Name: Bernard L. Karr
	 	 	Its: Trustee








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