U-Store-It Trust/Robert J. Amsdell SC 13D

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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QH7Mbt7FfJPp4H3v6u3nF0gEHslCoe6y3zCHXFsFYDFNNlKlQiq6b54EBemoF7o/ 10a54eErp1rRsaoPctkZOw== 0000950152-07-006987.txt : 20070820 0000950152-07-006987.hdr.sgml : 20070820 20070820124932 ACCESSION NUMBER: 0000950152-07-006987 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 GROUP MEMBERS: AMSDELL AND AMSDELL GROUP MEMBERS: AMSDELL HOLDINGS I, INC. GROUP MEMBERS: AMSDELL REAL ESTATE TRUST DATED OCTOBER 3, 1989 GROUP MEMBERS: BARRY L. AMSDELL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSDELL ROBERT J CENTRAL INDEX KEY: 0001306271 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 440-234-0700 MAIL ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: MIDDLEBURG HEIGHTS STATE: OH ZIP: 44130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U-Store-It Trust CENTRAL INDEX KEY: 0001298675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201024732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80122 FILM NUMBER: 071067118 BUSINESS ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44130 BUSINESS PHONE: (440) 234-0700 MAIL ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44130 SC 13D 1 l27648asc13d.htm U-STORE-IT TRUST/ROBERT J. AMSDELL SC 13D U-Store-It Trust/Robert J. Amsdell SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment No. )*

U-Store-It Trust

( Name of Issuer )

Common Stock

( Title of Class of Securities )

91274F 10 4

( CUSIP Number )

Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 E. 9^th Street, 20^th Floor, Cleveland, OH 44114, (216) 696-8700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		91274F 10 4		Page		2		of		17

NAME OF REPORTING PERSON:

Robert J. Amsdell

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO, PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

1,173,263.5

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,897,605

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,173,263.5

WITH

SHARED DISPOSITIVE POWER

2,897,605

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,070,868.5*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.9%

TYPE OF REPORTING PERSON*

*Includes 1,326,936.5 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis


CUSIP No.		91274F 10 4		Page		3		of		17

NAME OF REPORTING PERSON

Barry L. Amsdell

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

348,225.5

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,897,605

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

348,225.5

WITH

SHARED DISPOSITIVE POWER

2,897,605

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,245,830.5*

CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

5.6%

TYPE OF REPORTING PERSON*

*Includes 722,426.5 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.


CUSIP No.		91274F 10 4		Page		4		of		17

NAMES OF REPORTING PERSON

Amsdell and Amsdell

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

2,559,849*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,559,849*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,559,849*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.4%

TYPE OF REPORTING PERSON*

*Includes 187,249 Partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.


CUSIP No.		91274F 10 4		Page		5		of		17

NAMES OF REPORTING PERSON

Amsdell Holdings I, Inc.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

337,756*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

337,756*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

337,756*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.58%

TYPE OF REPORTING PERSON*

* Consists only of partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.


CUSIP No.		91274F 10 4		Page		6		of		17

NAMES OF REPORTING PERSONS

Amsdell Real Estate Trust dtd. October 3, 1989

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

604,510*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

604,510*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

604,510*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.0%

TYPE OF REPORTING PERSON*

* Consists only of partnership units of U-Store-It L.P., the operating partnership of U-Store-It Trust, which are redeemable for shares of common stock of U-Store-It Trust on a one-for-one basis.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
EX-7.1
EX-7.2
EX-7.3
EX-7.4
EX-7.5
EX-7.6
EX-7.7
EX-7.8
EX-7.9


CUSIP No. 91274F 10 4		Page 7 of 17

Item 1. Security and Issuer.

This Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”), of U-Store-It Trust, a Maryland real estate investment trust (the “Company”), which has its principal executive offices at 6745 Engel Road, Suite 300, Cleveland, Ohio 44130.

Item 2. Identity and Background.

(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by Robert J. Amsdell, Barry L. Amsdell, Amsdell, and Amsdell (“Amsdell and Amsdell”), an Ohio general partnership, Amsdell Holdings I, Inc. (“Amsdell Holdings”), an Ohio corporation and the Amsdell Real Estate Trust dated October 3, 1989 (the “Trust”), an Ohio trust (collectively, the “Reporting Persons”), for the purpose of reporting acquisitions of Shares of the Company. Barry Amsdell and Robert Amsdell are brothers. Each is a 50% general partner of Amsdell and Amsdell. Robert Amsdell is a 50% shareholder, director and president of Amsdell Holdings, and Barry Amsdell is a 50% shareholder, director and vice president of Amsdell Holdings. There are no other officers, director or shareholders of Amsdell Holdings. The Trust was organized pursuant to the Real Estate Trust Agreement dated October 3, 1989 between Robert Amsdell and Barry Amsdell. Robert Amsdell is the sole trustee of the Trust.

(b) The address of the Reporting Persons is 6755 Engle Road, Suite A, Middleburg Heights, Ohio 44130.

(c) The principal occupation of each of Robert Amsdell and Barry Amsdell is investing in, owning and operating real estate. The real estate operating companies of Robert Amsdell and Barry Amsdell include Amsdell and Amsdell, Amsdell Construction, Inc. and Rising Tide Development LLC (“Rising Tide”). Each company is located at 6755 Engle Road, Suite A, Middleburg Heights, Ohio 44130. The principal business of Amsdell and Amsdell is investing in, owning and operating real estate. The principal business of each of Amsdell Holdings and the Trust is investing in real estate.

(d) Negative with respect to the Reporting Persons.

(e) Negative with respect to the Reporting Persons.

(f) Barry Amsdell and Robert Amsdell are citizens of the United States of America. Amsdell and Amsdell, Amsdell Holdings and the Trust are organized under the laws of the State of Ohio.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares reported in Item 5(c) as having been acquired by Robert Amsdell were acquired for the aggregate purchase price of approximately $1,283,000 (excluding commissions) with Robert Amsdell’s personal funds. The Shares reported in Item 5(c) as having been acquired by Amsdell and Amsdell were acquired for the aggregate purchase price of approximately $30,595,000 (excluding commissions) with borrowed funds.

On August 14, 2007, Amsdell and Amsdell entered into a loan for $20.0 million from the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 (the “RJA Trust”). The loan is


CUSIP No. 91274F 10 4		Page 8 of 17

payable on demand and bears interest at the rate of LIBOR plus 165 basis points. The cognovit demand promissory note evidencing the loan is attached as Exhibit 7.1.

On June 15, 2006, Amsdell and Amsdell entered into a loan for up to $6.5 million from the RJA Trust. The loan is payable on demand and currently bears interest at the rate of LIBOR plus 185 basis points. The cognovit demand promissory note evidencing the loan is attached as Exhibit 7.2.

On June 15, 2006, Amsdell and Amsdell entered into a loan for up to $6.5 million from the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998 (the “LA Trust”). The loan is payable on demand and currently bears interest at the rate of LIBOR plus 185 basis points. The cognovit demand promissory note evidencing the loan is attached as Exhibit 7.3.

Item 4. Purpose of Transaction.

As disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 7, 2007, and in order to settle certain disputes that had arisen among the Company and various parties, the Company entered into a Settlement Agreement and Mutual Release, dated August 6, 2007 (the “Settlement Agreement”), by and among the Company, U-Store-It, L.P., the Company’s operating partnership (“USI”), USI Development, LLC, YSI Management LLC, U-Store-It Mini Warehouse Co., Dean Jernigan, President and Chief Executive Officer of the Company, Kathleen A. Weigand, Executive Vice President, General Counsel and Secretary of the Company, Rising Tide, Amsdell and Amsdell, Robert Amsdell, Barry Amsdell, Todd C. Amsdell and Kyle V. Amsdell.

As a part of the Settlement Agreement, Robert Amsdell and Barry Amsdell agreed pursuant to the terms of a Standstill Agreement with the Company, dated August 6, 2007, that through June 30, 2008, unless approved in advance by the independent members of the Board of Trustees of the Company, neither they, nor any member of their family, nor any company or trust controlled by all or any one of them, will: (i) participate in any proxy solicitation or initiate any shareholder proposal; (ii) take any action to convene a meeting of shareholders; (iii) take any action, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company, including a tender or exchange offer for Company securities, a merger, business combination, sale of substantially all assets, liquidation or consolidation; (iv) form, join or in any way participate in a group for the purpose of taking any actions described in the foregoing; (v) advise, assist or encourage any other person in connection with any of the foregoing; or (vi) direct, advise or cause any of their family trusts to take any action restricted or prohibited under the Standstill Agreement. Notwithstanding the foregoing, in the event that an unrelated third party, without the consent of Robert Amsdell, Barry Amsdell or Robert Amsdell’s son, Todd Amsdell, initiates a tender offer, proxy contest, merger, consolidation, or other business combination with the Company, Robert Amsdell and Barry Amsdell have the same rights as any other shareholder of the Company, including the right to vote or tender their Shares and to provide the Company with a competing offer. The Standstill Agreement is attached as Exhibit 7.4.

The Settlement Agreement, the Standstill Agreement and the other various agreements executed among the parties in connection with the Settlement Agreement are conditioned upon the closing of the acquisition of self-storage facilities from Rising Tide pursuant to a Purchase and Sale Agreement dated August 6, 2007 by and between Rising Tide and USI (the “Purchase


CUSIP No. 91274F 10 4		Page 9 of 17

Agreement”). Rising Tide is controlled by Robert Amsdell and Barry Amsdell. The Purchase Agreement provides for the purchase of 14 self-storage facilities by USI that currently are owned by Rising Tide, and have been managed and operated by the Company since its initial public offering in October 2004. The aggregate purchase price for the Rising Tide properties is $121.0 million.

Robert Amsdell and Amsdell and Amsdell purchased the Shares for investment. Other than in connection with the Purchase Agreement, pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, none of the Reporting Persons currently have plans or proposals that relate to or would result in any of the following:

(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company;

(ii) the sale or transfer of a material amount of assets of the Company;

(iii) a change in the present board of directors or management of the Company;

(iv) a material change in the present capitalization or dividend policy of the Company;

(v) a material change in the business or corporate structure of the Company;

(vi) a change to the declaration of trust, or bylaws of the Company, or an impediment to the acquisition of control of the Company, by any person;

(vii) the delisting from the New York Stock Exchange of the Company’s Shares;

(viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(ix) any action similar to any of those enumerated in (i) through (viii) above.

Subject to the terms of the Standstill Agreement, each of the Reporting Persons reserves the right to modify its or his plans and proposals. Further, subject to the Standstill Agreement and applicable laws and regulations, the Reporting Persons may formulate plans and proposals that may result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 57,686,826 Shares outstanding.

Robert Amsdell beneficially owns 2,743,932 Shares and 1,326,936.5 partnership units of USI (the “Units”), which are redeemable for shares of the Company on a one-for-one basis, including 2,372,600 Shares and 187,249 Units owned by Amsdell and Amsdell, 337,756 Units owned by Amsdell Holdings and 604,510 Units owned by the Trust, or 6.9% of the outstanding Shares plus Units beneficially owned by Robert Amsdell. Barry Amsdell beneficially owns 2,523,404 Shares and 722,426.5 Units of USI,


CUSIP No. 91274F 10 4		Page 10 of 17

including 2,372,600 Shares and 187,249 Units owned by Amsdell and Amsdell and 337,756 Units owned by Amsdell Holdings, or 5.6% of the outstanding Shares plus Units beneficially owned by Barry Amsdell. Amsdell and Amsdell beneficially owns 2,372,600 Shares and 187,249 Units of USI, or 4.4% of the outstanding Shares plus Units beneficially owned by Amsdell and Amsdell. As 50% general partners of Amsdell and Amsdell, each of Barry Amsdell and Robert Amsdell may be deemed to beneficially own all Shares held by Amsdell and Amsdell. Amsdell Holdings owns 337,756 Units of USI, or approximately 0.58% of the outstanding Shares plus Units beneficially owned by Amsdell Holdings. As 50% shareholders of Amsdell Holdings, Robert Amsdell and Barry Amsdell may each be deemed to beneficially own all Shares owned by Amsdell Holdings. The Trust owns 604,510 Units of USI, or approximately 1.0% of the outstanding Shares plus Units beneficially owned by the Trust. As sole trustee of the Trust, Robert Amsdell may be deemed to beneficially own all Shares owned by the Trust.

Robert Amsdell and Barry Amsdell determined to purchase the Shares reported in Item 5(c) as having been acquired by Amsdell and Amsdell. For all other purposes, the Reporting Persons disclaim that they are members of a group.

(b) Robert Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose or to direct the disposition of, the Shares and Units owned by him individually. Barry Amsdell has sole power to vote, or to direct the voting of, and sole power to dispose or to direct the disposition of, the Shares and Units owned by him individually. Barry Amsdell and Robert Amsdell, as 50% general partners of Amsdell and Amsdell, have shared power to vote, or to direct the voting of, and shared power to dispose or to direct the disposition of, the Shares and Units owned by Amsdell and Amsdell. Barry Amsdell and Robert Amsdell, as the sole directors of Amsdell Holdings, have shared power to vote, or to direct the voting of, and shared power to dispose or to direct the disposition of, the Units owned by Amsdell Holdings. As sole trustee of the Trust, Robert Amsdell has sole power to vote, or the direct the voting of, and sole power to dispose or to direct the disposition of, the Units owned by the Trust.

(c) During the past 60 days, Robert Amsdell purchased 100,000 Shares and Amsdell and Amsdell purchased 2,239,100 Shares in open market transactions as set forth below:

Purchases by Amsdell and Amsdell:


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/7/07		10,000		12.95
8/7/07		100		13.00
8/7/07		700		13.07
8/7/07		700		13.08
8/7/07		2,200		13.13
8/7/07		900		13.14
8/7/07		700		13.15
8/7/07		400		13.16


CUSIP No. 91274F 10 4		Page 11 of 17


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/7/07		100		13.18
8/7/07		300		13.19
8/7/07		25,800		13.20
8/7/07		500		13.21
8/7/07		1,400		13.22
8/7/07		500		13.23
8/7/07		10,900		13.24
8/7/07		50,600		13.25
8/7/07		100		13.26
8/7/07		500		13.27
8/7/07		800		13.29
8/7/07		700		13.30
8/7/07		1,100		13.33
8/7/07		100		13.34
8/7/07		1,000		13.37
8/7/07		600		13.39
8/7/07		1,200		13.40
8/7/07		2,500		13.41
8/7/07		300		13.42
8/7/07		4,000		13.43
8/7/07		3,600		13.44
8/7/07		21,200		13.45
8/7/07		500		13.46
8/7/07		400		13.48
8/7/07		900		13.49
8/7/07		18,600		13.50
8/7/07		8,200		13.51
8/7/07		5,000		13.52
8/7/07		3,100		13.53
8/7/07		3,300		13.54
8/7/07		3,200		13.55
8/7/07		8,600		13.56
8/7/07		6,200		13.57
8/7/07		2,200		13.58
8/7/07		1,600		13.59
8/7/07		2,600		13.60
8/7/07		800		13.61
8/7/07		2,300		13.62
8/7/07		4,400		13.63
8/7/07		303,700		13.64
8/7/07		4,800		13.65
8/7/07		700		13.66
8/7/07		1,200		13.67
8/7/07		3,300		13.68
8/7/07		4,100		13.69
8/7/07		2,500		13.70


CUSIP No. 91274F 10 4		Page 12 of 17


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/7/07		2,000		13.71
8/7/07		2,400		13.73
8/7/07		800		13.74
8/7/07		2,400		13.75
8/7/07		7,100		13.76
8/7/07		2,800		13.77
8/7/07		3,400		13.78
8/7/07		600		13.79
8/7/07		5,500		13.80
8/7/07		1,400		13.81
8/7/07		5,100		13.82
8/7/07		3,400		13.84
8/7/07		1,700		13.85
8/7/07		900		13.86
8/7/07		3,200		13.87
8/7/07		2,600		13.88
8/7/07		2,900		13.89
8/7/07		12,500		13.90
8/7/07		9,300		13.91
8/7/07		6,900		13.92
8/7/07		5,400		13.93
8/7/07		6,500		13.94
8/7/07		5,200		13.95
8/7/07		9,600		13.96
8/7/07		5,000		13.97
8/7/07		8,900		13.98
8/7/07		11,300		13.99
8/7/07		168,900		14.00
8/7/07		1,200		14.01
8/7/07		1,500		14.02
8/7/07		100		14.03
8/7/07		800		14.04
8/7/07		1,300		14.05
8/7/07		200		14.06
8/7/07		1,500		14.07
8/8/07		900		13.17
8/8/07		1,400		13.18
8/8/07		6,100		13.19
8/8/07		2,700		13.20
8/8/07		1,200		13.21
8/8/07		2,700		13.22
8/8/07		5,000		13.23
8/8/07		3,900		13.24
8/8/07		5,100		13.25
8/8/07		8,200		13.26
8/8/07		4,800		13.27


CUSIP No. 91274F 10 4		Page 13 of 17


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/8/07		9,500		13.28
8/8/07		9,000		13.29
8/8/07		297,600		13.30
8/8/07		7,100		13.31
8/8/07		66,300		13.32
8/8/07		4,300		13.33
8/8/07		20,700		13.34
8/8/07		42,100		13.35
8/8/07		7,700		13.36
8/8/07		9,300		13.37
8/8/07		7,300		13.38
8/8/07		9,700		13.39
8/8/07		10,200		13.40
8/8/07		8,900		13.41
8/8/07		8,300		13.42
8/8/07		12,400		13.43
8/8/07		7,600		13.44
8/8/07		2,100		13.45
8/8/07		3,700		13.47
8/8/07		4,100		13.48
8/8/07		3,000		13.49
8/8/07		1,200		13.50
8/8/07		1,900		13.51
8/8/07		3,100		13.54
8/9/07		50,000		13.05
8/9/07		500		13.21
8/9/07		700		13.23
8/9/07		700		13.24
8/9/07		1,500		13.25
8/9/07		1,700		13.28
8/9/07		500		13.30
8/9/07		300		13.33
8/9/07		500		13.34
8/9/07		4,400		13.35
8/9/07		100		13.38
8/9/07		500		13.39
8/9/07		200		13.41
8/9/07		100		13.46
8/9/07		2,600		13.48
8/9/07		800		13.54
8/9/07		800		13.58
8/9/07		1,900		13.59
8/9/07		53,600		13.75
8/9/07		100		13.87
8/9/07		1,200		13.88
8/9/07		5,900		13.89


CUSIP No. 91274F 10 4		Page 14 of 17


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/9/07		200		13.90
8/9/07		1,200		13.92
8/9/07		7,400		13.93
8/9/07		10,300		13.94
8/9/07		49,400		13.95
8/9/07		7,000		13.96
8/9/07		14,600		13.97
8/9/07		32,800		13.98
8/9/07		29,200		13.99
8/9/07		519,300		14.00

Purchases by Robert Amsdell:


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/15/07		100		12.45
8/15/07		600		12.46
8/15/07		1,400		12.47
8/15/07		3,700		12.48
8/15/07		2,200		12.49
8/15/07		1,500		12.50
8/15/07		400		12.52
8/15/07		1,300		12.53
8/15/07		1,700		12.54
8/15/07		500		12.56
8/15/07		700		12.57
8/15/07		1,200		12.58
8/15/07		700		12.60
8/15/07		1,700		12.61
8/15/07		1,900		12.62
8/15/07		2,400		12.63
8/15/07		200		12.64
8/15/07		800		12.65
8/15/07		2,200		12.66
8/15/07		600		12.67
8/15/07		1,300		12.68
8/15/07		700		12.69
8/15/07		500		12.70
8/15/07		1,200		12.71
8/15/07		3,900		12.72
8/15/07		300		12.73
8/15/07		400		12.74
8/15/07		600		12.75
8/15/07		400		12.76
8/15/07		300		12.77


CUSIP No. 91274F 10 4		Page 15 of 17


			Approximate Per Share Price
			(Excluding Commissions)
Date	Number of Shares		($)
8/15/07		1,300		12.78
8/15/07		600		12.79
8/15/07		400		12.80
8/15/07		300		12.81
8/15/07		1,600		12.82
8/15/07		1,000		12.83
8/15/07		1,800		12.84
8/15/07		1,200		12.85
8/15/07		500		12.88
8/15/07		3,000		12.89
8/15/07		4,900		12.90
8/15/07		6,500		12.91
8/15/07		3,200		12.92
8/15/07		3,200		12.93
8/15/07		4,000		12.94
8/15/07		800		12.95
8/15/07		400		12.96
8/15/07		1,100		12.97
8/15/07		3,000		12.98
8/15/07		3,700		12.99
8/15/07		5,900		13.00
8/15/07		3,300		13.01
8/15/07		1,100		13.02
8/15/07		700		13.03
8/15/07		5,000		13.04
8/15/07		2,500		13.05
8/15/07		300		13.06
8/15/07		1,200		13.07
8/15/07		500		13.08
8/15/07		500		13.11
8/15/07		1,100		13.12

(d) Not applicable.

(e) Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 7, 2006, Amsdell and Amsdell borrowed $40.0 million from the Huntington National Bank (“Huntington”). Robert Amsdell and Barry Amsdell each pledged 16,226 shares of the Company to Huntington to secure payment of the loan. The number of pledged shares was subsequently increased to 55,179 by each of Robert Amsdell and Barry Amsdell. The Investment Property Security Agreements that govern the pledges are attached as Exhibits 7.5 and 7.6.

On May 27, 2005, Robert Amsdell pledged 55,000 shares of the Company to Harris Trust and Savings Bank (“Harris”) to secure a $7.5 million loan by the bank to the RJA Trust (the “Harris/RJA Trust loan”). Additional funds were drawn and the loan balance was subsequently


CUSIP No. 91274F 10 4		Page 16 of 17

increased to $13.0 million. The Security Agreement re: Investment Account that governs the pledge is attached as Exhibit 7.7.

On May 27, 2005, Barry Amsdell pledged 55,000 shares of the Company to Harris to secure a $7.5 million loan by the bank to the LA Trust (the “Harris/LA Trust loan”). Additional funds were drawn and the loan balance was subsequently increased to $13.0 million. The Security Agreement re: Investment Account that governs the pledge is attached as Exhibit 7.8.

On August 14, 2007, Amsdell and Amsdell pledged an additional 1,015,000 shares of the Company to Harris to secure the Harris/RJA Trust and Harris/LA Trust loans.

Item 7. Material to be Filed as Exhibits.

7.1 Cognovit Demand Promissory Note dated August 14, 2007 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998

7.2 Cognovit Demand Promissory Note dated June 15, 2006 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998

7.3 Demand Promissory Note dated June 15, 2006 in favor of the Loretta Amsdell Family Irrevocable Trust Dated June 4, 1998

7.4 Standstill Agreement between Robert J. Amsdell, Barry L. Amsdell and U-Store-It Trust dated August 6, 2007

7.5 Investment Property Security Agreement between Robert J. Amsdell and the Huntington National Bank

7.6 Investment Property Security Agreement between Barry Amsdell and the Huntington National Bank

7.7 Security Agreement Re: Investment Account between Robert J. Amsdell and Harris Trust Savings Bank

7.8 Security Agreement Re: Investment Account between Barry Amsdell and Harris Trust Savings Bank

7.9 Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 20, 2007


		/s/ Robert J. Amsdell Robert J. Amsdell, Individually

		/s/ Barry L. Amsdell Barry L. Amsdell, Individually

		Amsdell & Amsdell

		/s/ Robert J. Amsdell By: Robert J. Amsdell, a General Partner

		Amsdell Holdings I, Inc.

		/s/ Robert J. Amsdell By: Robert J. Amsdell, President

		Amsdell Real Estate Trust
		dtd. October 3, 1989

		/s/ Robert J. Amsdell By: Robert J. Amsdell, Sole Trustee

Page 17 of 17

EXHIBIT INDEX


Exhibit Number		Description

7.1		Cognovit Demand Promissory Note dated August 14, 2007 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998

7.2		Cognovit Demand Promissory Note dated June 15, 2006 in favor of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998

7.3		Demand Promissory Note dated June 15, 2006 in favor of the Loretta Amsdell Family Irrevocable Trust Dated June 4, 1998

7.4		Standstill Agreement between Robert J. Amsdell, Barry L. Amsdell and U-Store-It Trust dated August 6, 2007

7.5		Investment Property Security Agreement between Robert J. Amsdell and the Huntington National Bank

7.6		Investment Property Security Agreement between Barry Amsdell and the Huntington National Bank

7.7		Security Agreement Re: Investment Account between Robert J. Amsdell and Harris Trust Savings Bank

7.8		Security Agreement Re: Investment Account between Barry Amsdell and Harris Trust Savings Bank

7.9		Joint Filing Agreement

EX-7.1 2 l27648aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

COGNOVIT DEMAND PROMISSORY NOTE



$20,000,000.00		Cleveland, Ohio
		August 14, 2007

FOR VALUE RECEIVED, AMSDELL AND AMSDELL, an Ohio general partnership having an address at 6755 Engle Road, Suite A, Middleburg Heights, OH 44130 hereby unconditionally promises to pay to the order of Bernard L. Karr, Trustee of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998, having an address at McDonald Hopkins, LLC, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio 44114 (“Payee”), or at such place as the holder hereof may from time to time designate, the principal sum of Twenty Million and 34/100 Dollars ($20,000,000.00), or such lesser amount as from time to time may be outstanding hereunder, in lawful money of the United States of America plus interest at a rate of LIBOR plus 165 basis points per annum, payable pursuant to the terms of this Cognovit Demand Promissory Note (“Note”). Interest shall be calculated based upon a year comprised of 360 days. Both unpaid principal and accrued interest shall be PAYABLE ON DEMAND. For purposes of this Note, “LIBOR” shall mean the one (1) month LIBOR Rate quoted by UBS Bank USA from Telerate Page 3750 or any successor thereto, which shall be that one (1) month LIBOR rate in effect and reset each business day. If for any reason the LIBOR Rate is unavailable and/or USB Bank USA is unable to determine the LIBOR Rate, the LIBOR Rate shall be deemed to be equal to the Prime Rate as printed in the Wall Street Journal for such business day.

ARTICLE 1 — SAVINGS CLAUSE

This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the principal balance of this Note at a rate which could subject Payee to either civil or criminal liability as a result of being in excess of the maximum legal rate permitted by law. If, by the terms of this Note, Maker is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the maximum legal rate permitted by law, the interest rate payable under this Note shall be deemed to be immediately reduced to the maximum legal rate permitted by law and all previous payments in excess of the maximum legal rate permitted by law shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Payee for the use, forbearance, or detention of the sums due under this Note, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of this Note until payment in full so that the rate or amount of interest on account of this Note does not exceed the maximum legal rate permitted by law of interest from time to time in effect and applicable to this Note for so long as this Note is outstanding.

ARTICLE 2 — NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE 3 — WAIVERS

Maker and all others who may become liable for the payment of all or any part of this Note do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note made by agreement between Payee or any other person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Maker, and any other person who may become liable for the payment of all or any part under this Note. No notice to or demand on Maker shall be deemed to be a waiver of the obligation of Maker or of the right of Payee to take further action without further notice or demand as provided for in this Note.

ARTICLE 4 — PREPAYMENTS

Maker shall have the right to pre-pay this Note in whole or in part at any time without premium or penalty. Any pre-payment shall first be applied to unpaid interest and then to outstanding principal.

ARTICLE 5 — GOVERNING LAW

This Note shall be governed in accordance with the laws of the State of Ohio.

ARTICLE 6 — NO CONSUMER TRANSACTION

Maker acknowledges that this Note does not arise out of a consumer loan or consumer transaction.

ARTICLE 7 — SEVERABILITY

In the event that any provision or clause of this Note is found to be void or unenforceable to any extent and for any reason, all remaining provisions of this Note shall remain in full force and effect to the maximum extent permitted, and this Note shall be enforceable as if such void or unenforceable provision has never been made a part hereof. To this end, the provisions of this Note are declared to be severable.

ARTICLE 8 — CONFESSION OF JUDGMENT

Any attorney-at-law may appear in any court of record situated in the County where any Maker resides or conducts business or in the County where any Maker signed this warrant and being in the United States at any time after the debt hereby evidenced shall become due, either at its stated maturity or by declaration, and waive the issuing and service of process and confess judgment against any Maker, in favor of the holder(s), for the amount then owing hereon, together with the costs of suit, and thereupon release all errors and waive all rights of appeal.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, Maker has duly executed this Note effective as of the day and year first above written.

WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

EX-7.2 3 l27648aexv7w2.htm EX-7.2 EX-7.2

Exhibit 7.2

COGNOVIT DEMAND PROMISSORY NOTE



$6,500,000.00		Cleveland, Ohio
		dated effective as of June 15, 2006

FOR VALUE RECEIVED, AMSDELL AND AMSDELL, an Ohio general partnership, having an address at 6755 Engle Road, Suite A, Middleburg Heights, OH 44130 (“Maker”), hereby unconditionally promises to pay to the order of Bernard L. Karr, Trustee of the Robert J. Amsdell Family Irrevocable Trust Dated June 4, 1998, having an address at McDonald Hopkins, LLC, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio 44114 (“Payee”), or at such place as the holder hereof may from time to time designate, the principal sum of Six Million Five Hundred Thousand and 00/100 Dollars ($6,500,000.00), or such lesser amount as from time to time may be outstanding hereunder, in lawful money of the United States of America plus interest at a rate of (i) LIBOR plus 250 basis points from the date hereof until November 22, 2006, (ii) thereafter LIBOR plus 185 basis points, or (iii) such other fixed rate of interest agreed to in writing from time to time between Maker and Payee; the foregoing interest payable pursuant to the terms of this Cognovit Demand Promissory Note (“Note”). Interest shall be calculated based upon a year comprised of 360 days. Both unpaid principal and accrued interest shall be PAYABLE ON DEMAND. For purposes of this Note, “LIBOR” shall mean the one (1) month LIBOR Rate quoted by UBS Bank USA from Telerate Page 3750 or any successor thereto, which shall be that one (1) month LIBOR rate in effect and reset each business day. If for any reason the LIBOR Rate is unavailable and/or USB Bank USA is unable to determine the LIBOR Rate, the LIBOR Rate shall be deemed to be equal to the Prime Rate as printed in the Wall Street Journal for such business day.

ARTICLE 1 — SAVINGS CLAUSE

ARTICLE 2 — NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an

agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE 3 — WAIVERS

ARTICLE 4 — PREPAYMENTS

ARTICLE 5 — GOVERNING LAW

This Note shall be governed in accordance with the laws of the State of Ohio.

ARTICLE 6 — NO CONSUMER TRANSACTION

Maker acknowledges that this Note does not arise out of a consumer loan or consumer transaction.

ARTICLE 7 — SEVERABILITY

ARTICLE 8 — CONFESSION OF JUDGMENT

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, Maker has duly executed this Note effective as of the day and year first above written. Notwithstanding the foregoing, Maker acknowledges the actual date of execution is August 17, 2007.

EX-7.3 4 l27648aexv7w3.htm EX-7.3 EX-7.3

Exhibit 7.3

COGNOVIT DEMAND PROMISSORY NOTE



$6,500,000.00		Cleveland, Ohio
		dated effective as of June 15, 2006

FOR VALUE RECEIVED, AMSDELL AND AMSDELL, an Ohio general partnership, having an address at 6755 Engle Road, Suite A, Middleburg Heights, OH 44130 (“Maker”), hereby unconditionally promises to pay to the order of Bernard L. Karr, Trustee of the Loretta Amsdell Family Irrevocable Trust Dated June 4, 1998, having an address at McDonald Hopkins, LLC, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio 44114 (“Payee”), or at such place as the holder hereof may from time to time designate, the principal sum of Six Million Five Hundred Thousand and 00/100 Dollars ($6,500,000.00), or such lesser amount as from time to time may be outstanding hereunder, in lawful money of the United States of America plus interest at a rate of (i) LIBOR plus 250 basis points from the date hereof until November 22, 2006, (ii) thereafter LIBOR plus 185 basis points, or (iii) such other fixed rate of interest agreed to in writing from time to time between Maker and Payee; the foregoing interest payable pursuant to the terms of this Cognovit Demand Promissory Note (“Note”). Interest shall be calculated based upon a year comprised of 360 days. Both unpaid principal and accrued interest shall be PAYABLE ON DEMAND. For purposes of this Note, “LIBOR” shall mean the one (1) month LIBOR Rate quoted by UBS Bank USA from Telerate Page 3750 or any successor thereto, which shall be that one (1) month LIBOR rate in effect and reset each business day. If for any reason the LIBOR Rate is unavailable and/or USB Bank USA is unable to determine the LIBOR Rate, the LIBOR Rate shall be deemed to be equal to the Prime Rate as printed in the Wall Street Journal for such business day.

ARTICLE 1 — SAVINGS CLAUSE

ARTICLE 2 — NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an

agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE 3 — WAIVERS

ARTICLE 4 — PREPAYMENTS

ARTICLE 5 — GOVERNING LAW

This Note shall be governed in accordance with the laws of the State of Ohio.

ARTICLE 6 — NO CONSUMER TRANSACTION

Maker acknowledges that this Note does not arise out of a consumer loan or consumer transaction.

ARTICLE 7 — SEVERABILITY

ARTICLE 8 — CONFESSION OF JUDGMENT

[NO FURTHER TEXT ON THIS PAGE]

EX-7.4 5 l27648aexv7w4.htm EX-7.4 EX-7.4

Exhibit 7.4

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is made this 6^th day of August 2007, by and among U-Store-It Trust, a Maryland real estate investment trust (“USI”), Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell may be referred to collectively as the “Amsdells”). For purposes of this Agreement, the term “USI” includes the direct and indirect subsidiaries of USI.

RECITALS

WHEREAS, the Settlement Agreement and Mutual Release by and among USI, the Amsdells, U-Store-It, L.P., U-Store-It Mini Warehouse Co., YSI Management LLC, U-Store-It Development, LLC, Rising Tide Development, LLC, Amsdell and Amsdell, Kyle V. Amsdell, Dean Jernigan and Kathleen A. Weigand dated as of the date hereof requires the execution of this Agreement by and among USI and the Amsdells.

NOW, THEREFORE, the parties, for and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

ARTICLE 1 – STANDSTILL PROVISIONS

1.1 The Standstill Obligation. Through June 30, 2008, unless approved in advance by the independent members of USI’s Board of Trustees after notice of the Amsdells’ intentions and opportunity to consider the effect of such intentions, neither Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, nor any member of their family, nor any company or trust controlled by all or any one of them shall:

(a) solicit proxies or consents or become a “participant” in a “solicitation,” as defined in Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) or the rules or regulations thereunder, of proxies or consents with respect to USI securities (including, without limitation, any consent to call a special meeting of the shareholders of USI) or initiate any shareholder proposal with respect to USI;

(b) take any action for the purpose of convening a USI shareholders meeting;

(c) except as otherwise provided below, make any public or private proposal (including any letter to the Board of Trustees in the nature of a “bear hug” letter) or any public announcement relating to a tender or exchange offer for USI securities or a merger, business combination, sale of substantially

all assets, liquidation, consolidation or other extraordinary corporate transaction relating to USI or take action which might require USI to make a public announcement regarding any of the foregoing;

(d) form, join or in any way participate in a “group” within the meaning of Section 13 of the Exchange Act for the purpose of taking any action restricted or prohibited under clauses (a) through (c), or take any steps in connection therewith;

(e) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing;

(f) disclose any intention, plan or arrangements inconsistent with the foregoing;

(g) advise, assist or encourage any other person in connection with any of the foregoing; or

(h) direct, advise or cause any of their family trusts to take any action restricted or prohibited under clauses (a) through (g), or take any steps in connection therewith.

1.2 Exceptions to the Standstill Obligation. It is expressly understood and agreed that (a) in the event that an unrelated third party, without consent of the Amsdells, initiates a tender offer, proxy contest, merger, consolidation, or other business combination with USI, whether or not this third-party action was initiated at the request or direction of USI management or the Board of Trustees, the Amsdells shall have the same rights as any other shareholder notwithstanding the provisions of Sections 1.1(a) through (g) including but not limited to the rights to vote or tender their shares and to provide USI with a competing offer; and (ii) nothing in the provisions of Sections 1.1 (a) through (g) shall prohibit or limit the Amsdells right to seek approval of the independent trustees regarding, and to engage in discussions with the independent trustees regarding such approval of, any matter that would otherwise be prohibited by the provisions of Sections 1.1(a) through (g).

ARTICLE II – MISCELLANEOUS

2.1 Notices. All notices, waivers, demands, requests or other communications (each, a “Notice”) required or permitted hereunder shall, unless otherwise expressly provided, be in writing and be deemed to have been properly given, served and received (a) if delivered by messenger, when received, (b) if mailed, three business days after deposit in the United States mail, certified or registered, postage prepaid, return receipt requested, (c) if telecopied/faxed, upon confirmed receipt of a telecopied/facsimile transmission or (d) if delivered by reputable overnight express courier, freight prepaid, the next business day

after delivery to such courier; in every case addressed to the party to be notified as follows:


		To USI:		U-Store-It Trust
				50 Public Square, Suite 2800
				Cleveland, Ohio 44130
				Attention: Secretary
				Telephone: 216-274-1340
				Facsimile: 216-274-1360

		With a copy to:		U-Store-It Trust
				460 East Swedesford
				Wayne, Pennsylvania 19087
				Attention: CFO
				Telephone: 610-293-5700
				Facsimile: 610-293-5720

		To Robert J. Amsdell:		Robert J. Amsdell
				6755 Engle Road, Suite A
				Middleburg Heights, Ohio 44130
				Attention: Robert J. Amsdell
				Telephone: 440-891-4100
				Facsimile: 440-891-4200

		To Barry L. Amsdell:		Barry L. Amsdell
				6755 Engle Road, Suite A
				Middleburg Heights, Ohio 44130
				Attention: Barry L. Amsdell
				Telephone: 440-891-4100
				Facsimile: 440-891-4200

Any copy of any Notice delivered to any of Robert J. Amsdell or Barry L. Amsdell shall be delivered to:


				Kohrman Jackson & Krantz, PLL
				One Cleveland Center, 20^th Floor
				1375 East Ninth Street
				Cleveland, Ohio 44114
				Attention: Marc C. Krantz, Esq.
				Telephone: 216-736-7204
				Facsimile: 216-621-6536


		To Todd C. Amsdell:		Todd C. Amsdell
				6755 Engle Road, Suite A
				Middleburg Heights, Ohio 44130
				Attention: Todd C. Amsdell
				Telephone: 440-891-4100
				Facsimile: 440-891-4200

		With a copy to:		Thomas H. Barnard
				Ulmer Berne LLP
				1660 West 2^nd Street, Suite 1100
				Cleveland, Ohio 44113
				Telephone: 216-583-7200
				Facsimile: 216-583-7201

2.2 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.

2.3 Entire Agreement; Counterparts; Applicable Law. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, (b) may be executed in one or more counterparts, which may include a .pdf signature, each of which will be deemed an original but all of which, together, shall constitute one and the same instrument; provided that this Agreement shall not be effective until each party shall have delivered their counterpart to the other parties, and (c) shall be governed in all respects, including, without limitation, validity, interpretation and effect, by the laws of the State of Ohio without giving effect to the conflict of law provisions thereof.

2.4 Severability. If any provision of this Agreement is for any reason held to any extent to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be effected or impaired and such remaining provisions shall remain in full force and effect. In such event, the parties hereto shall use good faith efforts to agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and execute any amendment, consent or agreement agreed by the parties hereto to be necessary or desirable to effect such replacement.

2.5 Article and Section Headings. Article and Section headings contained in this Agreement are for reference only and shall not be deemed to have any substantive effect or to limit or define the provisions contained herein.

2.6 Successors and Assigns. This Agreement shall be binding upon and shall be enforceable by and inure to the benefit of the parties hereto and

their successors and permitted assigns. Neither of the parties may assign or otherwise transfer its interest in this Agreement or its duties and obligations under this Agreement to any person without the prior written consent of the other party, which consent may be conditioned, withheld or delayed in such other party’s sole and absolute discretion.

2.7 No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies upon any person, other than the parties hereto and their respective successors or assigns.

2.8 Reliance. Each party to this Agreement acknowledges and agrees that it is not relying on tax advice or other advice from the other party to this Agreement and that it has or will consult with its own advisors.

2.9 Effective Date. This Agreement shall be effective (the “Effective Date”) concurrently with the closing contemplated by the Purchase and Sale Agreement by and between Rising Tide Development, LLC and U-Store-It, L.P. dated as of the date hereof (the “2007 Acquired Properties Purchase Agreement”). If the 2007 Acquired Properties Purchase Agreement is terminated by any party thereto without the closing as defined therein having occurred or for any other reason the closing under the 2007 Acquired Properties Purchase Agreement does not occur, this Agreement shall be of no force or effect.

[signature page follows]

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

EX-7.5 6 l27648aexv7w5.htm EX-7.5 EX-7.5

Exhibit 7.5

INVESTMENT PROPERTY SECURITY AGREEMENT
(Robert J. Amsdell)

This Investment Property Security Agreement (this “Agreement”), is entered into as of the 7^th day of December, 2006.

Robert J. Amsdell, (hereinafter called “Debtor”), for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges and assigns to The Huntington National Bank, for itself and as agent (hereinafter called “Creditor”) a security interest in the following shares of stock in U-Store-It Trust (the “Stock”) and securities account (the “Account”) held with Lehman Brothers Inc. (“Intermediary”), whether Debtor’s interest therein be now owned or existing or hereafter arising or acquired, together with all substitutions, replacements, exchanges, reissues and additions therefor or thereto:


Account Number				Name and Address
and Title				of Intermediary
Acct. Nos: 835-50511				Name: Lehman Brothers Inc.
Stock Certificate Nos. 0041				Address: 399 Park Avenue, 6^th Floor
Name:				New York, New York 10022
16,266 shares of U-Store-It Trust, a
Maryland real estate investment trust

as it exists on the date hereof and as it may be constituted in the future, and in

	•		any free credit balance or other money, now or hereafter credited to, or owing from intermediary to Debtor in respect of, the Account;

	•		any securities (certificated or uncertificated), commodities contracts, instruments, documents, general intangibles, financial assets or other investment property arising in connection with, constituting a portion of, or distributed from the Account, now or in the future;

	•		all books and records relating thereto;

(all of the foregoing may be referred to herein as the “Collateral”) on the following terms and subject to the following conditions:

Article 1. Other Credit Documents.

Section 1.1. Draw Promissory Note. This Agreement is executed pursuant to a Draw Promissory Note from Amsdell and Amsdell, an Ohio general partnership to Creditor on or abut the date hereof (the “Note”). The Note and all amendments, modifications, supplements and restatements thereto from time to time are hereinafter referred to collectively as the “Loan Documents.”

Article 2. Security Interest.

Section 2.1. Control Agreement. Simultaneously with the execution and delivery of this Agreement, Debtor, Creditor and Intermediary have executed and delivered the that certain Pledged Collateral Account Control Agreement of even date herewith (the “Control Agreement”) for the purpose of providing Creditor with control of the Account and Stock and perfecting the security interest granted

by Debtor to Creditor herein. Debtor has caused to be delivered to the Intermediary the Stock and fully executed stock powers endorsed in blank (the “Stock Powers”).

Section 2.2. Secured Obligations. The security interest hereby granted is to secure the prompt and full payment and complete performance of all Obligations of Debtor to Creditor. The word “Obligations” is used in its most comprehensive sense and includes, without limitation, all indebtedness, debts and liabilities (including principal, interest, late charges, collection costs, attorneys’ fees to the extent permitted by law and the like) of Debtor to Creditor, pursuant to the Note or with respect to any Rate Management Transaction (as defined in the Note), including but not limited to, the provisions of any ISDA Master Agreement entered into by Debtor and Creditor, or any of Creditor’s subsidiaries or affiliates, any Schedule attached thereto and all confirmations issued in connection therewith.

The absence of any reference to this Agreement in any documents, instruments or agreements evidencing or relating to any Obligation secured hereby shall not limit or be construed to limit the scope or applicability of this Agreement.

Section 2.3. Voting, Trading Rights, and Dividends. Without the prior written consent of Creditor, Debtor shall not make any trades in the Account. Provided that Creditor has not delivered a Notice of Exclusive Control (as that term is defined in the Control Agreement) to the Intermediary, Debtor may exercise any voting or consensual rights that it may have as to any of the Collateral for any purpose which is not inconsistent with this Agreement. If Creditor has provided to Intermediary a Notice of Exclusive Control, Creditor may exercise all voting or consensual rights as to any of the Collateral and Debtor shall deliver to Creditor all notices, proxy statements, proxies and other information and instruments relating to the exercise of such rights received by Debtor from the issuers of any of the Collateral promptly upon receipt thereof and shall at the request of Creditor execute and deliver to Creditor any proxies or other instruments which are, in the judgment of Creditor, necessary for Creditor to validly exercise such voting and consensual rights. As long as no Default has occurred and is continuing hereunder, Debtor may withdraw dividends and interest paid with respect to the Collateral.

Section 2.4. Duty of Creditor. If Creditor takes possession of any of the Collateral, the duty of Creditor with respect to the Collateral shall be solely to use reasonable care in the physical custody thereof, and Creditor shall not be under any obligation to take any action with respect to any of the Collateral or to preserve rights against prior parties. The powers conferred on Creditor hereunder are solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Debtor is not looking to Creditor to provide it with investment advice. Creditor shall have no duty to ascertain or take any action with respect to calls, conversions, exchanges, maturities, tenders or other matters concerning any Collateral, whether or not Creditor has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve any rights pertaining to any Collateral.

Section 2.5. Subsequent Changes Affecting Collateral. Debtor acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, but not limited to, conversions, subscriptions, exchanges, reorganizations, dividends, tender offers, mergers, consolidations and shareholder meetings) and Debtor agrees that Creditor has no responsibility to inform Debtor of such matters or to take any action with respect thereto even if any of the Collateral has been registered in the name of Creditor or its agent or nominee.

Section 2.6. Return of Collateral. Except as provided in the Consent Agreement, and except as otherwise provided herein, the security interest granted to Creditor hereunder shall not terminate and Creditor shall not be required to return the Collateral to Debtor or to terminate its security interest therein unless and until (a) the Obligations have been fully paid or performed, (b) all of Debtor’s obligations hereunder have been fully and indefeasibly paid or performed, (c) the obligations of all parties

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to the Loan Documents have been fulfilled, and (d) Debtor has reimbursed Creditor for any expenses of returning the Collateral and filing any termination statements and other instruments as are required to be filed in public offices under applicable laws.

Section 2.7. Tax Reporting. All items of income, gain, expense and loss recognized in the Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of Debtor. To the extent Creditor becomes the registered Owner of the Collateral, the Creditor shall (i) report to the Internal Revenue Service all income, gains, losses and expenses associated with the Collateral and (ii) credit the Obligations by the amount of the value of the Collateral on the date Creditor becomes the registered owner of the Collateral.

Article 3. Representations and Warranties. Debtor hereby represents and warrants to Creditor as follows:

Section 3.1. Enforceability. This Agreement and the Control Agreement have been duly executed and delivered by Debtor, constitute its valid and legally binding obligations and are enforceable in accordance with their respective terms against Debtor except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principle.

Section 3.2. No Conflict. The execution, delivery and performance of this Agreement and the Control Agreement, the grant of the security interest in the Collateral hereunder and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, to the best of the undersigned’s reasonable and present knowledge, (a) violate any material law applicable to Debtor, (b) violate any judgment, writ, injunction or order of any court or governmental body or official applicable to Debtor, (c) violate or result in the breach of any material agreement to which Debtor is a party or by which any of its properties, including the Collateral, is bound; (d) conflict with, or result in any breach of any of the provisions of, or constitute a default under, or result in the creation or imposition of, any lien upon any of the property of Debtor pursuant to, the provisions of the articles of incorporation or bylaws of Debtor; nor (e) violate any restriction on the transfer of any of the Collateral.

Section 3.3. No Consents. No consent, approval, license, permit or other authorization of any third party (other than Intermediary) or any governmental body or officer is required for the valid and lawful execution and delivery of this Agreement and the Control Agreement, the creation and perfection of Creditor’s security interest in the Collateral, or the valid and lawful exercise by Creditor of remedies available to it under this Agreement, the Control Agreement or applicable law, or of the voting and other rights granted to it in this Agreement or the Control Agreement, except as may be required For the offer or sale of those items of Collateral which are securities under applicable securities laws.

Section 3.4. Account. The securities entitlements credited to the Account are valid and genuine and Debtor has provided Creditor with a complete and accurate statement of the financial assets and the money credited to the Account as of the date hereof.

Section 3.5. Security Interest. Debtor is the sole owner of the Collateral free and clear of all liens, encumbrances and adverse claims (other than those created by this Agreement), has the unrestricted right to grant the security interest provided for herein to Creditor and has granted to Creditor a valid and perfected first priority security interest in the Collateral free of all liens, encumbrances, transfer restrictions and adverse claims except for rights of the Intermediary under the Control Agreement.

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Section 3.6. Information. None of the information, documents, or financial statements which have been supplied by Debtor or its officers, agents or representatives to Creditor or any of its representatives in connection with the transactions contemplated by this Agreement or the Loan Documents contains any untrue statement of material fact or omits to state any material fact required to be stated hereby or thereby to make such statements not misleading.

Article 4. Covenants. Debtor hereby covenants and agrees with Creditor that Debtor shall:

Section 4.1. Defend Title. Defend its title to the Collateral and the security interest of Creditor therein against the claims of any person claiming rights in the Collateral against or through Debtor and maintain and preserve such security interest so long as this Agreement shall remain in effect.

Section 4.2. No Transfer. Not sell or offer to sell or otherwise transfer or encumber any portion of the Collateral.

Section 4.3. Control and Customer Agreements. Neither attempt to modify nor attempt to terminate the Control Agreement or the customer agreement with Intermediary under which the Account was established.

Section 4.4. Further Assurances.

(a) At Debtor’s expense, do such further acts and execute and deliver such additional conveyances, certificates, instruments, legal opinions and other assurances as Creditor may at any time request or require to protect, assure or enforce its interests, rights and remedies under this Agreement.

(b) Promptly deliver to Intermediary for credit to the Account any certificate or instrument constituting or representing any of the Collateral it may obtain possession from time to time, forthwith duly endorsed in blank without restriction.

(c) Promptly deliver to Intermediary any endorsements or instruments which may be necessary or convenient to transfer any financial assets held by Intermediary, which are registered in the name of, payable to the order of, or specially endorsed to Debtor, to Intermediary or its securities intermediary or to one of their respective nominees.

Section 4.5. Statements. Cause Intermediary to send to Creditor a complete and accurate copy of every statement, confirmation, notice or other communication concerning the Account that Intermediary sends to Debtor. All information furnished by Debtor concerning the Collateral or otherwise in connection with this Agreement, is or shall be at the time the same is furnished, accurate, correct and complete in all material respects.

Article 5. Default.

Section 5.1. Events of Default. Any of the following shall constitute an event of default (a “Default”) hereunder.

(a) If Debtor fails to pay or perform any of the Obligations when the same become due and payable or performable, as the case may be, beyond any applicable notice and cure periods; or

(b) If any “Event of Default” under the Loan Documents; or

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(c) If Debtor fails to perform any obligation or violates any covenant contained in this Agreement or the Control Agreement other than those referred to in paragraph (a) above, and such failure or violation continues unremedied for a period of thirty (30) days after Creditor requests Debtor to remedy such failure or violation; or

(d) If any representation or warranty made by Debtor in this Agreement, the Control Agreement or any information contained in any financial statement or other document delivered to Creditor by or on behalf of Debtor contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in light of the circumstances in which they were made.

If any of the foregoing events of default shall occur, Creditor shall have, in addition to any other remedies available to it under Section 5.2 below and under the law or any agreement, the rights and remedies of a secured party under Article 9 of the Uniform Commercial Code of The State of Ohio (the “Uniform Commercial Code”).

Section 5.2. Remedies. If a Default has occurred and is continuing:

(a) Creditor may, in its discretion: (i) deliver a Notice of Exclusive Control under the Control Agreement to Intermediary, (ii) cause the Account to be reregistered in its sole name or transfer the Account to another broker/dealer in its sole name; (iii) remove any Collateral from the Account and register such Collateral in its name or in the name of its broker/dealer, agent or nominee or any of their nominees; (iv) exchange certificates representing any of the Collateral for certificates of larger or smaller denominations, (v) exercise any voting, conversion, registration, purchase or other rights of a holder of any of the Collateral and any reasonable expense of such exercise shall be deemed to be an expense of preserving the value of such Collateral for the purposes of Section 6.1 below; (vi) cause the Intermediary to deliver the Stock and Stock Powers to Creditor; and (vii) collect, including by legal action, any notes, checks or other instruments for the payment of money included in the Collateral and compromise or settle with any obligor of such instruments.

(b) If notice of the time and place of any public sale of the Collateral or the time after which any private sale or other intended disposition is required by the Uniform Commercial Code, Debtor acknowledges that five (5) days advance notice thereof will be a reasonable notice. Creditor shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Creditor may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) If, under the Uniform Commercial Code, Creditor may purchase any part of the Collateral, it may in payment of any part of the purchase price thereof, cancel any part of the Obligations.

(d) If any of the Collateral is sold on credit or for future delivery, it need not be retained by Creditor until the purchase price is paid and Creditor shall incur no liability if the purchaser fails to take up or pay for such Collateral. In case of any such failure, such Collateral may be sold again.

(e) Debtor shall execute and deliver to the purchasers of the Collateral all instruments and other documents necessary or proper to sell, convey, and transfer title to such Collateral and, if approval of any sale of Collateral by any governmental body or officer is required, Debtor shall prepare or cooperate fully in the preparation of and cause to be filed with such governmental body or officer all necessary or proper applications, reports, and forms and do all other things necessary or proper to expeditiously obtain such approval.

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(f) Any cash held by Creditor as Collateral and all cash proceeds of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (after payment of any amounts payable to Creditor pursuant to Article 6 below) in whole or in part against, all or any part of the Obligations in such order as Creditor may elect. Any surplus of such cash or cash proceeds held by Creditor and remaining after payment in full of all of Creditor’s expenses hereunder and the Obligations shall be paid over to Debtor or to whomever may be lawfully entitled to receive such surplus.

Section 5.3. Appointment of Creditor as Agent. In the event of an uncured Default, Debtor hereby irrevocably appoints and constitutes Creditor, its successors and assigns, and any officer or agent thereof, with full power of substitution, as Debtor’s true and lawful agent and attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor and in the name of Debtor or in Creditor’s own name, from time to time in Creditor’s discretion for the purpose of carrying out the provisions of this Agreement and taking any action or executing any instrument that Creditor considers necessary or convenient for such purpose, including the power to endorse and deliver checks, notes and other instruments for the payment of money in the name of and on behalf of Debtor, to endorse and deliver in the name of and on behalf of Debtor securities certificates and execute and deliver in the name of and on behalf of Debtor instructions to the issuers of uncertificated securities, and to execute and file in the name of and on behalf of Debtor financing statements (which may be photocopies of this Agreement) and continuations and amendments to financing agreements in the State of Ohio or elsewhere and Forms 4, 5, 144 and Schedules 13D and 13G with the United States Securities and Exchange Commission. This appointment and power of attorney is a power coupled with an interest and is irrevocable and will not be affected by the bankruptcy of Debtor or by the lapse of time. If Debtor fails to perform any act required by this Agreement, Creditor may perform such act in the name of and on behalf of Debtor and at its expense which shall be chargeable to Debtor under Article 6 below. Debtor hereby consents and agrees that the issuers of, or obligors with respect to, the Collateral or any registrar or transfer agent or trustee for any of the Collateral shall be entitled to accept the provisions hereof as conclusive evidence of the rights of Creditor to effect any transfer pursuant to this Agreement and the authority granted to Creditor herein, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by Debtor, or any other person, to any of such issuers, obligors, registrars, transfer agents, or trustees.

Section 5.4. Impact of Regulations. In the event of an uncured Default, Debtor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of Creditor to sell or otherwise dispose of securities included in the Collateral. For this reason, Debtor hereby authorizes Creditor to sell any securities included in the Collateral in such manner and to such persons as would, in the judgment of Creditor, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Debtor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Debtor shall not attempt to hold Creditor responsible for selling any of the Collateral at an inadequate price even if Creditor accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If Creditor shall sell any securities included in the Collateral at such sale, Creditor shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Debtor hereby assigns to Creditor any registration rights or similar rights Debtor may have from time to time with respect to any of the Collateral.

Article 6. Expenses.

Section 6.1. Payment. Debtor agrees that it will forthwith upon demand pay to Creditor:

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(a) the amount of any taxes which Creditor may have been required to pay by reason of holding the Collateral or to free any of the Collateral from any lien encumbrance or adverse claim thereon, and

(b) the amount of any and ail reasonable out-of-pocket expenses, including the fees and disbursements of counsel and of any brokers, investment brokers, appraisers or other experts, that Creditor may incur in connection with (i) the administration or enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of Creditors security interest therein, (ii) the collection, sale or other disposition of any of the Collateral, (iii) the exercise by Creditor of any of the rights conferred upon it hereunder, or (iv) any action or proceeding to enforce its rights under this Agreement or in pursuit of any non-judicial remedy hereunder, including the sale of the Collateral.

Any such amount not paid on demand shall bear interest (computed on the basis of the number of days elapsed over a year of three hundred sixty (360) days) at a rate per annum equal to Creditor’s Prime Commercial Rate plus three (3) percentage points. As used herein, “Prime Commercial Rate” shall mean the rate established by Creditor from time to time based on its consideration of economic, money market, business and competitive factors. The Prime Commercial Rate is not necessarily Creditor’s most favored rate.

Section 6.2. Indemnity. Debtor shall indemnify Creditor and its directors, officers, employees, agents and attorneys against, and hold them harmless from, any liability, cost or expense, including the fees and disbursements of their legal counsel, incurred by any of them under the corporate or securities laws applicable to holding or selling any of the Collateral, except for liability, cost or expense arising out of the gross negligence or willful misconduct of the indemnified parties.

Section 6.3. Discharge of Liens. At its option, Creditor may pay and discharge taxes, liens, security interests or other encumbrances on the Collateral. Debtor agrees to reimburse Creditor under Section 6.1 above for any payment made or any expense incurred including reasonable attorneys’ fees) by Creditor pursuant to the foregoing authorization.

Article 7. Miscellaneous.

Section 7.1. This Agreement. This Agreement, the schedules and exhibits hereto and the agreements and instruments required to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof and supersede and discharge all prior agreements (written or oral) and negotiations and all contemporaneous oral agreements concerning such subject matter and negotiations. There are no oral conditions precedent to the effectiveness of this Agreement.

Section 7.2. Non-Waiver. Neither the failure of nor any delay by any party to this Agreement to enforce any right hereunder or to demand compliance with its terms is a waiver of any right hereunder. No action taken pursuant to this Agreement on one or more occasions is a waiver of my right hereunder or constitutes a course of dealing that modifies this Agreement.

Section 7.3. Waivers. No waiver of any right or remedy under this Agreement shall be binding on any party unless it is in writing and is signed by the party to be charged. No such waiver of any right or remedy under any term of this Agreement shall in any event be deemed to apply to any subsequent default under the same or any other term contained herein.

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Section 7.4. Amendments. No amendment, modification or termination of this Agreement shall be binding on any party hereto unless it is in writing and is signed by the party to be charged.

Section 7.5. Severability. If any term of provision forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances, other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 7.6. Successors. The terms of this Agreement shall be binding upon Debtor, its successors and assigns, and shall inure to the benefit of Creditor, its successors and assigns and any holder, owner or assignee of any rights in any of the Loan Documents and will be enforceable by them as their interest may appear.

Section 7.7. Third Parties. Except as set forth in Section 7.13, nothing herein expressed or implied is intended or shall be construed to give any person other than the parties hereto any rights or remedies under this Agreement.

Section 7.8. Joint Preparation. This Agreement shall be deemed to have been prepared jointly by the parties hereto. Any ambiguity herein shall not be interpreted against any party hereto and shall be interpreted as if each of the parties hereto had prepared this Agreement.

Section 7.9. Rales of Construction. In this Agreement, words in the singular number include the plural, and in the plural include the singular, words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender and the word “or” is disjunctive but not exclusive. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit or describe the scope or intent of the provisions of this Agreement.

Section 7.10. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be given in the manner set forth in the Loan Documents.

Section 7.11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 7.12. Legal Matters.

(a) Choice of Law. The validity, terms, performance and enforcement of this Agreement shall be governed by those laws of the State of Ohio which are applicable to agreements which are negotiated, executed, delivered and performed solely in the State of Ohio.

(b) Jurisdiction, Venue, Service of Process. The State and Federal District Courts located in Cuyahoga County, State of Ohio shall have exclusive jurisdiction and venue of any action or proceeding arising out of or related to the negotiation, execution, delivery, performance, breach or enforcement of this Agreement or any other agreement, document or instrument negotiated, executed, delivered, entered into or performed in connection with this Agreement or any of the transactions contemplated hereby or thereby; any waiver, modification, amendment or termination hereof or thereof or any action taken or omission made by Debtor or Creditor or any of their respective directors, officers, employees, agents or attorneys in connection with the payment, performance, exercise or enforcement of any right, duty or obligation created or implied hereby or thereby or arising hereunder or thereunder, regardless of whether any claim, counterclaim or defense in any such action, suit or proceeding is characterized as arising out of

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fraud, negligence, recklessness, intentional misconduct, a breach of contract or fiduciary duty, or violation of a statute, law, ordinance, and or regulation. The parties hereto hereby irrevocably consent to the personal jurisdiction of such courts, to such venue and to the service of process in the manner provided for the giving of notices in this Agreement. The parties hereto hereby waive all objections to such jurisdiction and venue including those which might be based upon inconvenience or the nature of the forum.

(c) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

[Remainder of page intentionally left blank, signature
page immediately follows]

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IN WITNESS WHEREOF, Debtor has signed this Investment Property Security Agreement as of the date first set forth above.


		DEBTOR:

		/s/ Robert J. Amsdell
		Robert J. Amsdell


Accepted as of this 7 day of December, 2006.

CREDITOR: The Huntington National Bank

/s/ Ryan J. Terreno

By:		Ryan J. Terreno
Its:		VP

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EX-7.6 7 l27648aexv7w6.htm EX-7.6 EX-7.6

Exhibit 7.6

INVESTMENT PROPERTY SECURITY AGREEMENT
(Barry Amsdell)

This Investment Property Security Agreement (this “Agreement”), is entered into as of the 7^th day of December, 2006.

Barry Amsdell, (hereinafter called “Debtor”), for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges and assigns to The Huntington National Bank, for itself and as agent (hereinafter called “Creditor”) a security interest in the following shares of stock in U-Store-It Trust (the “Stock”) and securities account (the “Account”) held with Lehman Brothers Inc. (“Intermediary”), whether Debtor’s interest therein be now owned or existing or hereafter arising or acquired, together with all substitutions, replacements, exchanges, reissues and additions therefor or thereto:


Account Number		Name and Address
and Title		of Intermediary
Acct. Nos: 835-50508		Name: Lehman Brothers Inc.
Stock Certificate Nos. 0035 and		Address: 399 Park Avenue, 6^th Floor
Name:		New York, New York 10022
16,266 shares of U-Store-It Trust, a
Maryland real estate investment trust

as it exists on the date hereof and as it may be constituted in the future, and in

•		any free credit balance or other money, now or hereafter credited to, or owing from Intermediary to Debtor in respect of, the Account;

•		any securities (certificated or uncertificated), commodities contracts, instruments, documents, general intangibles, financial assets or other investment property arising in connection with, constituting a portion of, or distributed from the Account, now or in the future;

•		all books and records relating thereto;

(all of the foregoing may be referred to herein as the “Collateral”) on the following terms and subject to the following conditions:

Article 1. Other Credit Documents.

Article 2. Security Interest.

by Debtor to Creditor herein. Debtor has caused to be delivered to the Intermediary the Stock and fully executed stock powers endorsed in blank (the “Stock Powers”).

Section 2.3. Voting, Trading Rights, and Dividends. Without the prior written consent of Creditor, Debtor shall not make any trades in the Account. Provided that Creditor has not delivered a Notice of Exclusive Control (as that term is defined in the Control Agreement) to the Intermediary, Debtor may exercise any voting or consensual rights that it may have as to any of the Collateral for any purpose which is not inconsistent with this Agreement. If Creditor has provided to Intermediary a Notice of Exclusive Control, Creditor may exercise all voting or consensual rights as to any of the Collateral and Debtor shall deliver to Creditor all notices, proxy statements, proxies and other information and instruments relating to the exercise of such rights received by Debtor from the issuers of any of the Collateral promptly upon receipt thereof and shall at the request of Creditor execute and deliver to Creditor any proxies or other instruments which are, in the judgment of Creditor, necessary for Creditor to validly exercise such voting and consensual rights. As long as no Default has occurred and is continuing hereunder, Debtor may withdraw dividends and interest paid with respect to the Collateral.

Section 2.4. Duty of Creditor. If Creditor takes possession of any of the Collateral, the duty of Creditor with respect to the Collateral shall be solely to use reasonable care in the physical custody thereof, and Creditor shall not be under any obligation to take any action with respect to any of the Collateral or to preserve rights against prior parties. The powers conferred on Creditor hereunder are solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Debtor is not looking to Creditor to provide it with investment advice. Creditor shall have no duty to ascertain or take any action with respect to calls, conversions, exchanges, maturities, tenders or other matters concerning any Collateral, whether or not Creditor has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve any rights pertaining to any Collateral.

Section 2.5. Subsequent Changes Affecting Collateral. Debtor acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, but not limited to, conversions, subscriptions, exchanges, reorganizations, dividends, tender offers, mergers, consolidations and shareholder meetings) and Debtor agrees that Creditor has no responsibility to inform Debtor of such matters or to take any action with respect thereto even if any of the Collateral has been registered in the name of Creditor or its agent or nominee.

Section 2.6. Return of Collateral. Except as provided in the Consent Agreement, and except as otherwise provided herein, the security interest granted to Creditor hereunder shall not terminate and Creditor shall not be required to return the Collateral to Debtor or to terminate its security interest therein unless and until (a) the Obligations have been fully paid or performed, (b) all of Debtor’s obligations hereunder have been fully and indefensibly paid or performed, (c) the obligations of all parties

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Section 2.7. Tax Reporting. All items of income, gain, expense and loss recognized in the Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of Debtor. To the extent Creditor becomes the registered Owner of the Collateral, the Creditor shall (i) report to the Internal Revenue Service all income, gains, losses and expenses associated with the Collateral and (ii) credit the Obligations by the amount of the value of the Collateral on the date Creditor becomes the registered owner of the Collateral.

Article 3. Representations and Warranties. Debtor hereby represents and warrants to Creditor as follows:

Section 3.2. No Conflict. The execution, delivery and performance of this Agreement and the Control Agreement, the grant of the security interest in the Collateral hereunder and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time to the best of undersigned’s reasonable and present knowledge, (a) violate any material law applicable to Debtor, (b) violate any judgment, writ, injunction or order of any court or governmental body or official applicable to Debtor, (c) violate or result in the breach of any material agreement to which Debtor is a party or by which any of its properties, including the Collateral, is bound; (d) conflict with, or result in any breach of any of the provisions of, or constitute a default under, or result in the creation or imposition of, any lien upon any of the property of Debtor pursuant to, the provisions of the articles of incorporation or bylaws of Debtor; nor (e) violate any restriction on the transfer of any of the Collateral.

Section 3.3. No Consents. No consent, approval, license, permit or other authorization of any third party (other than Intermediary) or any governmental body or officer is required for the valid and lawful execution and delivery of this Agreement and the Control Agreement, the creation and perfection of Creditor’s security interest in the Collateral, or the valid and lawful exercise by Creditor of remedies available to it under this Agreement, the Control Agreement or applicable law, or of the voting and other rights granted to it in this Agreement or the Control Agreement, except as may be required for the offer or sale of those items of Collateral which are securities under applicable securities laws.

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Article 4. Covenants. Debtor hereby covenants and agrees with Creditor that Debtor shall:

Section 4.2. No Transfer. Not sell or offer to sell or otherwise transfer or encumber any portion of the Collateral.

Section 4.3. Control and Customer Agreements. Neither attempt to modify nor attempt to terminate the Control Agreement or the
customer agreement with Intermediary under which the Account was established.

Section 4.4. Further Assurances.

Article 5. Default.

Section 5.1. Events of Default. Any of the following shall constitute an event of default (a “Default”) hereunder.

(a) If Debtor fails to pay or perform any of the Obligations when the same become due and payable or performable, as the case may be, beyond any applicable notice and cure periods; or

(b) If any “Event of Default” under the Loan Documents; or

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Section 5.2. Remedies. If a Default has occurred and is continuing:

(c) If, under the Uniform Commercial Code, Creditor may purchase any part of the Collateral, it may in payment of any part of the purchase price thereof, cancel any part of the Obligations.

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Section 5.4. Impact of Regulations. In the event of an uncured Default, Debtor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of Creditor to sell or otherwise dispose of securities included in the Collateral. For this reason, Debtor hereby authorizes Creditor to sell any securities included in the Collateral in such manner and to such persons as would, in the judgment of Creditor, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Debtor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Debtor shall not attempt to hold Creditor responsible for selling any of the Collateral at an inadequate price even if Creditor accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If Creditor shall sell any securities included in the Collateral at such sale, Creditor shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Debtor hereby assigns to Creditor any registration rights or similar rights Debtor may have from time to tune with respect to any of the Collateral.

Article 6. Expenses.

Section 6.1. Payment. Debtor agrees that it will forthwith upon demand pay to Creditor:

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(b) the amount of any and all reasonable out-of-pocket expenses, including the fees and disbursements of counsel and of any brokers, investment brokers, appraisers or other experts, that Creditor may incur in connection with (i) the administration or enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of Creditor’s security interest therein, (ii) the collection, sale or other disposition of any of the Collateral, (iii) the exercise by Creditor of any of the rights conferred upon it hereunder, or (iv) any action or proceeding to enforce its rights under this Agreement or in pursuit of any non-judicial remedy hereunder, including the sale of the Collateral.

Any such amount not paid on demand shall bear interest (computed on the basis of the number of days elapsed over a year of three hundred sixty (360) days) at a rate per annum equal to Creditor’s Prime Commercial Rate plus three (3) percentage points. As used herein, “Prime Commercial Rate” shall mean the rate established by Creditor from time to time based on its consideration of economic, money market, business and competitive factors. The Prime Commercial Rate is not necessarily Creditor’s most favored rate.

Section 6.2. Indemnity. Debtor shall Indemnify Creditor and its directors, officers, employees, agents and attorneys against, and hold them harmless from, any liability, cost or expense, including the fees and disbursements of their legal counsel, incurred by any of them under the corporate or securities laws applicable to holding or selling any of the Collateral, except for liability, cost or expense arising out of the gross negligence or willful misconduct of the indemnified parties.

Article 7. Miscellaneous.

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Section 7.4. Amendments. No amendment, modification or termination of this Agreement shall be binding on any party hereto unless it is in writing and is signed by the party to be charged.

Section 7.9. Rules of Construction. In this Agreement, words in the singular number include the plural, and in the plural include the singular, words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender and the word “or” is disjunctive but not exclusive. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit or describe the scope or intent of the provisions of this Agreement.

Section 7.10. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be given in the manner set forth in the Loan Documents.

Section 7.12. Legal Matters.

(a) Choice of Law. The validity, terms, performance and enforcement of this Agreement shall be governed by those laws of the State of Ohio, which are applicable to agreements, which are negotiated, executed, delivered and performed solely in the State of Ohio.

(c) Jurisdiction, Venue, Service of Process. The State and Federal District Courts located in Cuyahoga County, State of Ohio shall have exclusive jurisdiction and venue of any action or proceeding arising out of or related to the negotiation, execution, delivery, performance, breach or enforcement of this Agreement or any other agreement, document or instrument negotiated, executed, delivered, entered into or performed in connection with this Agreement or any of the transactions contemplated hereby or thereby; any waiver, modification, amendment or termination hereof or thereof or any action taken or omission made by Debtor or Creditor or any of their respective directors, officers, employees, agents or attorneys in connection with the payment, performance, exercise or enforcement of any right, duty or obligation created or implied hereby or thereby or arising hereunder or thereunder, regardless of whether any claim, counterclaim or defense in any such action, suit or proceeding is characterized as arising out of

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[Remainder of page intentionally left blank, signature
page immediately follows]

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IN WITNESS WHEREOF, Debtor has signed this Investment Property Security Agreement as of the date first set forth above.


		DEBTOR:

		/s/ Barry Amsdell Barry Amsdell


Accepted as of this 7 day of December, 2006.

CREDITOR: The Huntington National Bank

/s/ Ryan J. Terreno

By:		Ryan J. Terreno
Its:		V. P.

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EX-7.7 8 l27648aexv7w7.htm EX-7.7 EX-7.7

Exhibit 7.7

Security Agreement
Re: Investment Account

This Security Agreement Re: Investment Account (the “ Agreement”) is dated as of May 27, 2005, between Robert J. Amsdell (the “Debtor”), with his mailing address as set forth in Section 9(b) hereof, and Harris Trust and Savings Bank, an Illinois banking corporation (the “Secured Party”), with its mailing address as set forth in Section 9(b) hereof.

Preliminary Statement

A. The Debtor has requested that the Secured Party extend credit or otherwise make financial accommodations available to or for the account of The Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 (the “Borrower”).

B. As a condition to extending credit or otherwise making financial accommodations available to or for the account of the Borrower, the Secured Party requires, among other things, that the Debtor grant the Secured Party a security interest in the Debtor’s personal property described herein subject to the terms and conditions hereof.

C. Such credit and other financial accommodations to the Borrower shall benefit the Debtor.

Now, Therefore, in consideration of the benefits accruing to the Debtor, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security Interest. The Debtor hereby grants to the Secured Party a lien on and security interest in, and acknowledges and agrees that the Secured Party has and shall continue to have a continuing lien on and security interest in, any and all right, title and interest of the Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to (a) that certain securities account number 835-52090 (the “Account”) established in the name of the Debtor at Lehman Brothers, Inc. (the “Intermediary”), (b) Stock Certificate no. 0050 of U-Store-It Trust representing 55,000 shares (the “Shares”), (c) any and all cash (whether in a domestic or foreign currency), stocks, bonds, notes, bills, securities (whether certificated or uncertificated), security entitlements and securities accounts and coins, precious metals, commodities, commodity contracts and commodity accounts and investment property, in each case held in, by or for the benefit of the Account, (d) all substitutions and additions to the foregoing property, (e) all income, dividends, distributions and sums distributable or payable from, upon, or in respect of the foregoing property, (f) all rights and privileges incident to the foregoing, and (g) any and all proceeds of the foregoing (all of the foregoing being herein sometimes referred to as the “Collateral”). All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide.

2. Obligations Hereby Secured. The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (a) any and all indebtedness, obligations and liabilities of whatsoever kind and nature of the Borrower to the Secured Party (whether arising before or after the filing of a petition in bankruptcy and including, without limitation, interest which but for the filing of a petition in bankruptcy would accrue on such obligations), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint or joint and several (collectively, the “Borrower Debt”), (b) any and all indebtedness, obligations and liabilities of the Debtor to the Secured Party (whether arising before or after the filing of a petition in bankruptcy and including, without limitation, interest which but for the filing of a petition in bankruptcy would accrue on such obligations) under or related to each guaranty by the Debtor of all or any part of the Borrower Debt, whether such indebtedness, obligations and liabilities of the Debtor are due or to become due, and whether now existing or hereafter arising and whether several, joint or joint and several, and (c) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Party in collecting or enforcing any of such indebtedness, obligations or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to collectively as the “Obligations”).

3. Covenants, Agreements, Representations and Warranties. The Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

(a) The Debtor is the sole and lawful owner of the Collateral, and has full right, power and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance of each of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Debtor or any provision of the Debtor’s trust agreement or any covenant, indenture or agreement of or affecting the Debtor or (ii) result in the creation or imposition of any lien or encumbrance on any property of the Debtor except for the lien and security interest granted to the Secured Party hereunder.

(b) The Debtor’s principal residence is at 19000 Loxahatchee, River Rd, Jupiter, FL 33477; and the Debtor has no other residences (exclusive of vacation homes). The Debtor shall not move its principal residence or maintain a residence at a location other than those specified on Schedule A, in each case without first providing the Secured Party 30 days’ prior written notice of the Debtor’s intent to do so; provided that the Debtor shall at all times maintain its principal residence in the United States of America and, with respect to any new location, the Debtor shall have taken all action reasonably requested by the Secured Party to maintain the lien and security interest of the Secured Party in the Collateral at all times fully perfected and in full force and effect.

(c) The Debtor’s legal name is correctly set forth in the first paragraph of this Agreement. The Debtor has not had any different name, or transacted business under any trade name other than the Debtor’s name, in each case at any time during the immediately preceding

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five-year period. The Debtor shall not change its legal name or transact business under any trade name without first giving 30 days’ prior written notice of its intent to do so to the Secured Party.

(d) The Collateral and every part thereof is and shall be free and clear of all security interests, liens (including, without limitation, statutory liens), attachments, levies and encumbrances of every kind, nature and description, whether voluntary or involuntary, except for (i) the lien and security interest of the Secured Party therein and (ii) the rights of the Intermediary set forth in the Securities Account Control Agreement (as hereinafter defined). The Debtor shall warrant and defend the Collateral against any claims and demands of all persons at any time claiming the same or any interest in the Collateral adverse to the Secured Party.

(e) The Debtor shall promptly pay when due all taxes, assessments and governmental charges and levies upon or against the Debtor or any of the Collateral, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings which prevent foreclosure or other realization upon any of the Collateral, and the Debtor shall have established adequate reserves therefor.

(f) Subject to Section 4 hereof, without the Secured Party’s prior written consent, the Debtor shall not, nor shall it permit the Intermediary to, invest, purchase, sell, exchange, redeem, reinvest, assign, or otherwise dispose of the Collateral or any part thereof or any interest therein.

(g) The Debtor agrees to execute and deliver, and shall cause the Intermediary to execute and deliver, to the Secured Party such further agreements, assignments, instruments and documents and to do all such other things as the Secured Party may reasonably deem necessary or appropriate to assure the Secured Party its lien and security interest hereunder, including, without limitation, a Securities Account Control Agreement executed by the Intermediary substantially in the form attached hereto as Schedule B or such other securities account control agreement executed by the Intermediary in form and substance satisfactory to the Secured Party (such Securities Account Control Agreement, as the same may be amended, modified or restated from time to time being referred to herein as the “Securities Account Control Agreement”), and such financing statements, and amendments thereof or supplements thereto, and such other instruments and documents as the Secured Party may from time to time reasonably require in order to comply with the UCC. The Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to the Debtor wherever the Secured Party in its sole discretion desires to file the same. The Debtor hereby authorizes the Secured Party to file any and all financing statements covering the Collateral or any part thereof as the Secured Party may require. In the event for any reason the law of any jurisdiction other than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, the Debtor agrees to execute and deliver all such instruments and documents and to do all such other things as the Secured Party in its sole discretion deems necessary or appropriate to preserve, protect and enforce the lien and security interest of the Secured Party under the law of such other jurisdiction.

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(h) On failure of the Debtor to perform any of the covenants and agreements herein contained, the Secured Party may, at its option, with 3 Business Days prior written notice unless the Secured Party reasonably determines that the Collateral or its interest therein will be harmed by the giving of such notice, perform the same and in so doing may expend such sums as the Secured Party may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which the Secured Party may be compelled to make by operation of law or which the Secured Party may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtor immediately without notice or demand, shall constitute additional Obligations secured hereunder and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 2% to the rate per annum from time to time announced by Harris Trust and Savings Bank as its prime commercial rate with any change in such rate per annum as so determined by reason of a change in such prime commercial rate to be effective on the date of such change in said prime commercial rate. No such performance of any covenant or agreement by the Secured Party on behalf of the Debtor, and no such advancement or expenditure therefor, shall relieve the Debtor of any default under the terms of this Agreement or in any way obligate the/Secured Party to take any further or future action with respect thereto. The Secured Party, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Secured Party, in performing any act hereunder, shall be the sole judge of whether the Debtor is required to perform same under the terms of this Agreement. The Secured Party is hereby authorized to charge any depository or other account of the Debtor maintained with the Secured Party for the amount of such sums and amounts so expended.

Section 4. Special Provisions Re; Account.

(a) Subject to the terms of Section 9(g) hereof, the Collateral is, and shall hereafter be, held in the Account by the Intermediary as the bailee of the Secured Party, except to the extent otherwise agreed to in writing by the Secured Party. The Debtor shall cause the Intermediary to, and hereby irrevocably authorizes and directs the Intermediary to, furnish to the Secured Party a copy of each monthly statement pertaining to the Account and the Collateral and such other information regarding the Collateral as is requested from time to time by the Secured Party which would ordinarily be available if requested by the Debtor.

(b) The Debtor shall not terminate the Account without the Secured Party’s prior written consent. Subject to this Section 4, the Debtor shall not transfer or otherwise withdraw the Collateral or any part thereof from the Account without the Secured Party’s prior written consent (provided that it is understood and agreed that if for any reason the Collateral or any part thereof is at any time transferred from the Account, the Secured Party shall nevertheless retain a security interest therein).

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(c) Subject to the terms of Section 9(g) hereof, the Secured Party may at any time after the occurrence of an Event of Default direct the Intermediary to withdraw the Collateral or any part thereof from the Account and deliver such Collateral to the Secured Party and/or to transfer such Collateral or any part thereof into the Secured Party’s name or into the name of its nominee or nominees.

(d) Unless and until an Event of Default has occurred and is continuing:

(i) the Debtor shall be entitled to exercise or direct the Intermediary to exercise all voting and/or consensual powers pertaining to the Collateral or any part thereof, for all purposes not inconsistent with the terms of this Agreement or the terms of any other document relating to the Obligations secured hereby;

(ii) the Debtor shall be entitled to receive all dividends and income from the investment property in the Account (other than liquidating dividends and distributions representing the redemption, retirement or liquidation of the Debtor’s investment in any entity); and

(e) No trades shall be made in the Account without Secured Party’s written consent.

(f) The Debtor shall at all times maintain cash and marketable securities with publicly available prices in the Account in accordance with the Loan Formula Agreement dated of even date herewith between the Debtor and the Borrower and the Bank.

(g) The Debtor shall deliver a notice to U-Store-It Trust (with a copy to the Secured Party) on October 27, 2005 requesting that the Shares to be registered with the Securities and Exchange Commission as soon as reasonably possible and the Debtor shall diligently enforce its rights to cause the Shares to be registered.

Section 5. Power of Attorney. In addition to any other powers of attorney contained herein, the Debtor hereby appoints the Secured Party, its nominee, and any other person whom the Secured Party may designate, as the Debtor’s attorney-in-fact, with full power after the occurrence and during the continuation of any Event of Default to ask, demand, collect, receive, receipt for, sue for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable on or in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim thereunder or therefor as fully as the Debtor could itself do, to endorse or sign the Debtor’s name on any assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts and any other forms of payment or security that may come into the Secured Party’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of the Debtor, or otherwise, which the Secured Party may deem necessary or appropriate to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and preserve the right, title and interest of the Secured party in and to such Collateral and the security intended to be afforded hereby. The Debtor hereby ratifies and approves all acts of any such attorney and

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agrees that neither the Secured Party nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The Secured Party may file one or more financing statements disclosing its security interest in all or any part of the Collateral without the Debtor’s signature appearing thereon, and the Debtor also hereby grants the Secured Party a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of the Debtor without notice thereof to the Debtor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Obligations have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Borrower have expired or otherwise have been terminated.

6. Defaults and Remedies.

(a) The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(i) default in the payment when due (whether by demand, lapse of time, acceleration or otherwise) of the Obligations or any part thereof; or

(ii) default in the observance or performance of any covenant set forth in Sections 4(b), 4(e), 4(f) or 4(g) hereof or any provision hereof dealing with the use or remittance of proceeds of Collateral; or

(iii) default in the observance or performance of any other provision hereof which is not remedied within 30 days after the earlier of (a) the date on which such default shall first become known to any officer of the Debtor or (b) written notice thereof is given to the Debtor by the Secured Party; or

(iv) any representation or warranty made by the Debtor herein, or in any statement or certificate furnished by it pursuant hereto, or in connection with any loan or extension of credit made to or on behalf of or at the request of the Debtor by the Secured Party, shall be false in any material respect as of the date of the issuance or making thereof; or

(v) default in the observance or performance of any terms or provisions of any mortgage, security agreement or any other instrument or document securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto which default continues unremedied beyond any period of grace expressly applicable thereto, or this Agreement or any such other mortgage, security agreement, instrument or document shall for any reason not be or shall cease to be in full force and effect or any of the foregoing is declared to be null and void; or

(vi) default shall occur under any evidence of material indebtedness issued, assumed or guaranteed by the Debtor or the Borrower or under any indenture, agreement or other instrument under which the same may be issued, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such

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indebtedness (whether or not such maturity is in fact accelerated), or any such material indebtedness shall not be paid when due (whether by demand, lapse of time, acceleration or otherwise); or

(vii) any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes shall be entered or filed against the Debtor or the Borrower or against any of its property or assets and which remains unvacated, unbonded, unstayed or unsatisfied for a period of 60 days; or

(viii) the Debtor or the Borrower shall (a) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (b) not pay, or admit in writing its inability to pay, its debts generally as they become due, (c) make an assignment for the benefit of creditors, (d) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (e) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (f) take any action in furtherance of any matter described in parts (a) through (e) above, or (g) fail to contest in good faith any appointment or proceeding described in Section 6(a)(x) hereof; or

(ix) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Debtor or the Borrower or any substantial part of any of its property, or a proceeding described in Section 6(a)(viii)(e) shall be instituted against the Debtor or the Borrower, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days; or

(x) any guarantor of any Obligations shall die or shall terminate, breach, repudiate or disavow its guarantee or any part thereof, or any event specified in Sections 6(a)(vi), 6(a)(vii), 6(a)(viii) or 6(a)(ix) hereof shall occur with regard to said guarantor or with regard to the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998.

Nothing contained herein shall be deemed to alter the demand nature of any of the Obligations which are specifically expressed to be payable on demand, regardless of whether any Event of Default has occurred or is continuing.

(b) Upon the occurrence and during the continuation of any Event of Default, but subject to the terms of Section 9(g) hereof, (i) the Secured Party shall have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), (ii) the Secured Party may at its option, by written demand direct the Intermediary to deliver the Collateral, or

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any part thereof, and/or to liquidate the Collateral (whether by sale or redemption or otherwise), or any part thereof, and deliver the proceeds therefrom to the Secured Party for application in reduction of the Obligations, and (iii) further the Secured Party may, without demand and without advertisement, notice, hearing or process of law, all of which the Debtor hereby waives, at any time or times, sell and deliver all or any part of the Collateral held by or for it at any broker’s board or at any public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion. In the exercise of any such remedies, the Secured Party may sell, or cause a redemption or other repurchase of, all the Collateral as a unit even though the sales price thereof or proceeds from such redemption or repurchase, as the case may be, may be in excess of the amount remaining unpaid on the Obligations. The Secured Party is authorized at any sale or other disposition of the Collateral, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or resale of any of the Collateral. In addition to all other sums due the Secured Party hereunder, the Debtor shall pay the Secured Party all reasonable costs and expenses incurred by the Secured Party, including reasonable attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Obligations or in the prosecution or defense of any action or proceeding by or against the Secured Party or the Debtor concerning any matter arising out of or connected with this Agreement or the Collateral or the Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Debtor in accordance with Section 9(b) hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided however, no notification need be given to the Debtor if the Debtor has signed, after an Event of Default has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. The Secured Party may be the purchaser at any such sale. The Debtor hereby waives all of its rights of redemption from any such sale. The Secured Party may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Secured Party may further postpone such sale by announcement made at such time and place.

(c) Without in any way limiting the foregoing, upon the occurrence and during the continuation of any Event of Default, all rights of the Debtor to exercise the voting and/or consensual powers which it is entitled to exercise pursuant to Section 4 hereof and/or to receive and retain the income and distributions which it is entitled to receive and retain pursuant to Section 4 hereof, shall, at the option of the Secured Party, cease and thereupon become vested in the Secured Party, which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Collateral (including, without limitation, the right to deliver notice of control with respect to the Account and deliver all entitlement orders with respect thereto) and/or to receive and retain the income and distributions which the Debtor would otherwise have been authorized to retain pursuant to Section 4 hereof and shall then be entitled solely and exclusively to exercise any and all rights of conversion, exchange or subscription or any other rights, privileges or options

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pertaining to any Collateral as if the Secured Party were the absolute owner thereof. Without limiting the foregoing, the Secured Party shall have the right to exchange, at its discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Secured Party of any right, privilege, or option pertaining to any portion of the Collateral and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms and conditions as the Secured Party may determine. In the event the Secured Party in good faith believes any of the Collateral constitutes restricted securities within the meaning of any applicable securities laws, any disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable.

(d) The powers conferred upon the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose on it any duty to exercise such powers. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equivalent to that which the Secured Party accords its own property, consisting of similar type assets, it being understood, however, that the Secured Party shall have no responsibility for (i) ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) initiating any action to protect the Collateral against the possibility of a decline in market value. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Debtor in any way related to the Collateral, and the Secured Party shall have no duty or obligation to discharge any such duty or obligation. The Secured Party shall have no responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral or initiating any action to protect the Collateral against the possibility of a decline in market value. Neither the Secured Party nor any party acting as attorney for the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct.

(e) Failure by the Secured Party to exercise any right, remedy or option under this Agreement or any other agreement between the Debtor and the Secured Party or provided by law, or delay by the Secured Party in exercising the same, shall not operate as a waiver; and no waiver by the Secured Party shall be effective unless it is in writing and then only to the extent specifically stated. The rights and remedies of the Secured Party under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Secured Party may have. For purposes of this Agreement, an Event of Default shall be construed as continuing after its occurrence until the same is waived in writing by the Secured Party.

7. Application of Proceeds. The proceeds and avails of the Collateral at any time received by the Secured Party after the occurrence and during the continuation of any Event of Default shall, when received by the Secured Party in cash or its equivalent, be applied by the Secured Party as follows:

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(i) first, to the payment and satisfaction of all sums paid and costs and expenses incurred by the Secured Party hereunder or otherwise in connection herewith, including such monies paid or incurred in connection with protecting, preserving or realizing upon the Collateral or enforcing any of the terms hereof, including reasonable attorneys’ fees and court costs, together with any interest thereon (but without preference or priority of principal over interest or of interest over principal), to the extent the Secured Party is not reimbursed therefor by the Debtor; and

(ii) second, to the payment and satisfaction of the remaining Obligations, whether or not then due (in whatever order the Secured Party elects), both for interest and principal.

The Debtor shall remain liable to the Secured Party for any deficiency. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Debtor or to whomsoever the Secured Party reasonably determines is lawfully entitled thereto.

8. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Obligations, both for principal and interest, have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Borrower have expired or otherwise have been terminated. Upon such termination of this Agreement, the Secured Party’s security interest shall be released, and the Secured Party shall, upon the request and at the expense of the Debtor, take such further actions to affect the release as the Debtor may reasonably request.

9. Miscellaneous.

(a) This Agreement cannot be changed or terminated orally. All of the rights, privileges, remedies and options given to the Secured Party hereunder shall inure to the benefit of its successors and assigns, and all the terms, conditions, covenants, agreements, representations and warranties of and in this Agreement shall bind the Debtor and its legal representatives, successors and assigns, provided that the Debtor may not assign its rights or delegate its duties hereunder without the Secured Party’s prior written consent. The Secured Party may transfer the Obligations, or any part thereof, and deliver the Collateral subject to this Agreement to the transferee, and the transferee shall become vested with all powers and rights given to the Secured Party with respect to the Collateral.

(b) Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by facsimile) and shall be given to the relevant party at its address or facsimile number set forth below (or, if no such address is set forth below, at the address of the Debtor as shown on the records of the Secured Party), or such other address or facsimile number as such party may hereafter specify by notice to the other given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed:

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		to the Debtor at:		to the Secured Party at:
		The Robert J. Amsdell Family		Harris Trust and Savings Bank
		Irrevocable Trust dated June 4, 1998		111 West Monroe Street
		McDonald Hopkins Co LPA		Chicago, Illinois 60603
		600 Superior Avenue E Suite 2100		Attention: Patrick Schieble
		Cleveland OH 44114		Telephone: (312)461-5140
		Telephone: 216-348-5400		Facsimile: (312)765-8166
		Facsimile: 216-348-5474
		Attn: Bernard L. Karr, Trustee

Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and a confirmation of such facsimile has been received by the sender, (ii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the addresses specified in this Section.

(c) The lien and security interest herein created and provided for stand as direct and primary security for the Obligations. No application of any sums received by the Secured Party in respect of the Collateral or any disposition thereof to the reduction of the Obligations or any part thereof shall in any manner entitle the Debtor to any right, title or interest in or to the Obligations or any collateral or security therefor, whether by subrogation or otherwise, unless and until all Obligations have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Borrower have expired or otherwise have been terminated. The Debtor acknowledges that the lien and security interest hereby created and provided for are absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of the Secured Party or any other holder of any of the Obligations, and without limiting the generality of the foregoing, the lien and security interest hereof shall not be impaired by any acceptance by the Secured Party or any other holder of any of the Obligations of any other security for or guarantors upon any of the Obligations or by any failure, neglect or omission on the part of the Secured Party or any other holder of any of the Obligations to realize upon or protect any of the Obligations or any collateral or security therefor. The lien and security interest hereof shall not in any manner be impaired or affected by (and the Secured Party, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any of the Obligations, or of any collateral or security therefor, or of any guaranty thereof, or of any instrument or agreement setting forth the terms and conditions pertaining to any of the foregoing. The Secured Party may at its discretion at any time grant credit to the Borrower without notice to the Debtor in such amounts and on such terms as the Secured Party may elect (all of such to constitute additional Obligations) without in any manner impairing the lien and security interest created and provided for herein. In order to realize hereon and to exercise the rights granted the Secured Party hereunder and under applicable law, there shall be no obligation on the part of the Secured Party or any other holder of any of the Obligations at any time to first resort for payment to the Borrower or to any guaranty of the Obligations or any portion thereof or to resort to any other collateral, security, property, liens or any other rights or remedies whatsoever, and the Secured Party shall have the right to enforce this Agreement irrespective of whether or not other

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proceedings or steps seeking resort to or realization upon or from any of the foregoing are pending.

(d) In the event and to the extent that any provision hereof shall be deemed to be invalid or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall to such extent be construed as not containing such provision, but only as to such locations where such law or interpretation is operative, and the invalidity or unenforceability of such provision shall not affect the validity of any remaining provisions hereof, and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

(e) This Agreement shall be deemed to have been made in the State of Illinois and shall be governed by, and construed in accordance with, the laws of the State of Illinois. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision hereof.

(f) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each constituting an original, but all together one and the same instrument. The Debtor acknowledges that this Agreement is and shall be effective upon its execution and delivery by the Debtor to the Secured Party, and it shall not be necessary for the Secured Party to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.

(g) The Debtor hereby submits to the non-exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois state court sitting in the City of Chicago for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Debtor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient form. The Debtor and the Secured Party each hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(h) Secured Party acknowledges that the Collateral is subject to a lock up period. Accordingly, notwithstanding anything to the contrary contained herein, Secured Party agrees for itself and its successors and assigns not to foreclose upon or otherwise take control of, or title to, the Collateral or cause directly or indirectly any sale or other transfer of the Collateral prior to the expiration of the Lock Up Period. During the Lock Up Period, (i) U-Store-It Trust and Lehman Brothers, Inc. shall be third party beneficiaries of this Section 9(h) and (ii) the provisions of this Section 9(h) may not be waived or amended without the prior written consent of U-Store-It Trust and Lehman Brothers, Inc. For purposes of this Agreement, the term “Lock Up Period” means the period that commences on the date hereof and ends on July 27, 2005.

[Signature Page to Follow]

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In Witness Whereof, the Debtor has caused this Agreement to be duly executed and delivered as of the date first above written.



	/s/ Robert J. Amsdell
	Robert J. Amsdell

Accepted and agreed to as of the date first above written.


Harris Trust and Savings Bank
By	/s/ Patrick J. Schieble
	Name	PATRICK J. SCHIEBLE
	Title	VICE PRESIDENT

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EX-7.8 9 l27648aexv7w8.htm EX-7.8 EX-7.8

Exhibit 7.8

Security Agreement
Re: Investment Account

This Security Agreement Re: Investment Account (the “Agreement”) is dated as of May 27, 2005, between Barry Amsdell (the “Debtor”),with his mailing address as set forth in Section 9(b) hereof, and Harris Trust and Savings Bank, an Illinois banking corporation (the “Secured Party”), with its mailing address as set forth in Section 9(b) hereof.

Preliminary Statement

A. The Debtor has requested that the Secured Party extend credit or otherwise make financial accommodations available to or for the account of The Loretta Amsdell Family Irrevocable Trust dated June 4, 1998.

C. Such credit and other financial accommodations to the Borrower shall benefit the Debtor.

1. Grant of Security Interest. The Debtor hereby grants to the Secured Party a lien on and security interest in, and acknowledges and agrees that the Secured Party has and shall continue to have a continuing lien on and security interest in, any and all right, title and interest of the Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to (a) that certain securities account number 835-52089 (the “Account”) established in the name of the Debtor at Lehman Brothers, Inc. (the “Intermediary”), (b) Stock Certificate no. 0052 of U-Store-It Trust representing 55,000 shares (the “Shares”), (c) any and all cash (whether in a domestic or foreign currency), stocks, bonds, notes, bills, securities (whether certificated or uncertificated), security entitlements and securities accounts and coins, precious metals, commodities, commodity contracts and commodity accounts and investment property, in each case held in, by or for the benefit of the Account, (d) all substitutions and additions to the foregoing property, (e) all income, dividends, distributions and sums distributable or payable from, upon, or in respect of the foregoing property, (f) all rights and privileges incident to the foregoing, and (g) any and all proceeds of the foregoing (all of the foregoing being herein sometimes referred to as the “Collateral”). All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide.

3. Covenants, Agreements, Representations and Warranties. The Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

(b) The Debtor’s principal residence is at 880 Coventry Street Boca Raton, FL 33487; and the Debtor has no other residences (exclusive of vacation homes). The Debtor shall not move its principal residence or maintain a residence at a location other than those specified on Schedule A, in each case without first providing the Secured Party 30 days’ prior written notice of the Debtor’s intent to do so; provided that the Debtor shall at all times maintain its principal residence in the United States of America and, with respect to any new location, the Debtor shall have taken all action reasonably requested by the Secured Party to maintain the lien and security interest of the Secured Party in the Collateral at all times fully perfected and in full force and effect.

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(g) The Debtor agrees to execute and deliver, and shall cause the Intermediary to execute and deliver, to the Secured Party such further agreements, assignments, instruments and documents and to do all such other things as the Secured Party may reasonably deem necessary or appropriate to assure the Secured Party its lien and security interest hereunder, including, without limitation, a Securities Account Control Agreement executed by the Intermediary substantially in the form attached hereto as Schedule B or such other securities account control agreement executed by the Intermediary in form and substance satisfactory to the Secured Party (such Securities Account Control Agreement, as the same may be amended, modified or restated from time to time being referred to herein as the “Securities Account Control Agreement”), and such financing statements, and amendments thereof or supplements thereto, and such other instruments and documents as the Secured Party may from time to time reasonably require in order to comply with the UCC. The Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to the Debtor wherever the Secured Party in its sole discretion desires to file the same. The Debtor hereby authorizes the Secured Party to file any and all financing statements covering the Collateral or any part thereof as the Secured Party may require. In the event for any reason the law of any jurisdiction other than Illinois becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, the Debtor agrees to execute and deliver all such instruments and documents and to do all such other things as the Secured Party in its sole discretion deems necessary or appropriate to preserve, protect and enforce the lien and security interest of the Secured Party under the law of such other jurisdiction.

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(h) On failure of the Debtor to perform any of the covenants and agreements herein contained, the Secured Party may, at its option, with 3 Business Days prior written notice unless the Secured Party reasonably determines that the Collateral or its interest therein will be harmed by the giving of such notice, perform the same and in so doing may expend such sums as the Secured Party may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes, liens and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which the Secured Party may be compelled to make by operation of law or which the Secured Party may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtor immediately without notice or demand, shall constitute additional Obligations secured hereunder and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a 360-day year for the actual number of days elapsed) determined by adding 2% to the rate per annum from time to time announced by Harris Trust and Savings Bank as its prime commercial rate with any change in such rate per annum as so determined by reason of a change in such prime commercial rate to be effective on the date of such change in said prime commercial rate. No such performance of any covenant or agreement by the Secured Party on behalf of the Debtor, and no such advancement or expenditure therefor, shall relieve the Debtor of any default under the terms of this Agreement or in any way obligate the Secured Party to take any further or future action with respect thereto. The Secured Party, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Secured Party, in performing any act hereunder, shall be the sole judge of whether the Debtor is required to perform same under the terms of this Agreement. The Secured Party is hereby authorized to charge any depository or other account of the Debtor maintained with the Secured Party for the amount of such sums and amounts so expended.

Section 4. Special Provisions Re: Account.

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(d) Unless and until an Event of Default has occurred and is continuing:

(e) No trades shall be made in the Account without Secured Party’s written consent.

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6. Defaults and Remedies.

(a) The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(i) default in the payment when due (whether by demand, lapse of time, acceleration or otherwise) of the Obligations or any part thereof; or

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indebtedness (whether or not such maturity is in fact accelerated), or any such material indebtedness shall not be paid when due (whether by demand, lapse of time, acceleration or otherwise); or

(x) any guarantor of any Obligations shall die or shall terminate, breach, repudiate or disavow its guarantee or any part thereof, or any event specified in Sections 6(a)(vi), 6(a)(vii), 6(a)(viii) or 6(a)(ix) hereof shall occur with regard to said guarantor or with regard to the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998.

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any part thereof, and/or to liquidate the Collateral (whether by sale or redemption or otherwise), or any part thereof, and deliver the proceeds therefrom to the Secured Party for application in reduction of the Obligations, and (iii) further the Secured Party may, without demand and without advertisement, notice, hearing Or process of law, all of which the Debtor hereby waives, at any time or times, sell and deliver all or any part of the Collateral held by or for it at any broker’s board or at any public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion. In the exercise of any such remedies, the Secured Party may sell, or cause a redemption or other repurchase of, all the Collateral as a unit even though the sales price thereof or proceeds from such redemption or repurchase, as the case may be, may be in excess of the amount remaining unpaid on the Obligations. The Secured Party is authorized at any sale or other disposition of the Collateral, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or resale of any of the Collateral. In addition to all other sums due the Secured Party hereunder, the Debtor shall pay the Secured Party all reasonable costs and expenses incurred by the Secured Party, including reasonable attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Obligations or in the prosecution or defense of any action or proceeding by or against the Secured Party or the Debtor concerning any matter arising out of or connected with this Agreement or the Collateral or the Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Debtor in accordance with Section 9(b) hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided however, no notification need be given to the Debtor if the Debtor has signed, after an Event of Default has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. The Secured Party may be the purchaser at any such sale. The Debtor hereby waives all of its rights of redemption from any such sale. The Secured Party may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Secured Party may further postpone such sale by announcement made at such time and place.

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(ii) second, to the payment and satisfaction of the remaining Obligations, whether or not then due (in whatever order the Secured Party elects), both for interest and principal.

8. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Obligations, both for principal and interest, have been fully paid and satisfied and all agreements of the Secured Party to extend credit to or for the account of the Borrower have expired or otherwise have been terminated. Upon such termination of this Agreement, the Secured Party’s security interest shall be released, and the Secured Party shall, upon the request and at the expense of the Debtor, take such further actions to affect the release as the Debtor may reasonably request.

9. Miscellaneous.

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to the Debtor at:		to the Secured Party at:
Barry Amsdell		Harris Trust and Savings Bank
McDonald Hopkins Co. LPA		111 West Monroe Street
600 Superior Avenue, E Suite 2100		Chicago, Illinois 60603
Cleveland, OH 44114		Attention: Patrick Schieble
Telephone: 216-348-5400		Telephone: (312) 461-5140
Facsimile: 216-348-5474		Facsimile: (312) 765-8166
Attn: Bernard L. Karr

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proceedings or steps seeking resort to or realization upon or from any of the foregoing are pending.

[Signature Page to Follow]

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In Witness Whereof, the Debtor has caused this Agreement to be duly executed and delivered as of the date first above written.



	/s/ Barry Amsdell
	Barry Amsdell

Accepted and agreed to as of the date first above written.


Harris Trust and Savings Bank
By	Patrick J. Schieble
	Name	PATRICK J. SCHIEBLE
	Title VICE PRESIDENT

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EX-7.9 10 l27648aexv7w9.htm EX-7.9 EX-7.9

EXHIBIT 7.9

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Date: August 20, 2007		/s/ Robert J. Amsdell Robert J. Amsdell, Individually

		/s/ Barry L. Amsdell Barry L. Amsdell, Individually

		Amsdell & Amsdell

		/s/ Robert J. Amsdell By: Robert J. Amsdell, a General Partner

		Amsdell Holdings I, Inc.

		/s/ Robert J. Amsdell By: Robert J. Amsdell, President

		Amsdell Real Estate Trust
		dtd. October 3, 1989

		/s/ Robert J. Amsdell By: Robert J. Amsdell, Sole Trustee

-----END PRIVACY-ENHANCED MESSAGE-----

AMSDELL AND AMSDELL,
an Ohio general partnership

/s/ Robert J. Amsdell

Robert J. Amsdell, a general partner

/s/ Barry Amsdell

Barry Amsdell, a general partner