U-Store-It Trust (Form: 10-Q, Received: 08/12/2005 16:44:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2005

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 001-32324

U-STORE-IT TRUST

(Exact Name of Registrant as Specified in its Charter)


Maryland		20-1024732
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

6745 Engle Road Suite 300 Cleveland, Ohio		44130
(Address of Principal Executive Offices)		(Zip Code)

(440) 234-0700

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of common shares outstanding of the Registrant as of July 29, 2005 was 37,345,162

U-STORE-IT TRUST

TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
Part II. OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders	29
Item 6.	Exhibits	29

Note that the financial statements covered in this report for the three and six months ended June 30, 2004 contain the results of operations and financial condition of Acquiport/Amsdell (the “Predecessor”) prior to the consummation of U-Store-It Trust’s initial public offering and various formation transactions. In addition, the financial statements covered in this report contain the results of operations and financial condition of U-Store-It Trust (“we”, “us”, “our” or the “Company”) for the three and six months ended June 30, 2005.

The Predecessor was comprised of the following entities: U-Store-It, L.P. (formerly known as Acquiport/Amsdell I Limited Partnership, which is sometimes referred to herein as “Acquiport I”) and its consolidated subsidiaries, Acquiport/Amsdell III, LLC (“Acquiport III”), Acquiport IV, LLC, Acquiport V, LLC, Acquiport VI, LLC, Acquiport VII, LLC and USI II, LLC (“USI II”). The Predecessor also included three additional facilities, Lakewood, OH, Lake Worth, FL, and Vero Beach I, FL, which were contributed to U-Store-It, L.P. in connection with U-Store-It Trust’s initial public offering. All intercompany balances and transactions are eliminated in consolidation and combination. At June 30, 2005, U-Store-It Trust owned 236 storage facilities and at June 30, 2004, the Predecessor owned 155 storage facilities.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

•

national and local economic, business, real estate and other market conditions;

•

the competitive environment in which the Company operates;

•

the execution of the Company’s business plan;

•

financing risks;

•

the Company’s ability to maintain its status as a real estate investment trust (“REIT”) for federal income tax purposes;

•

acquisition and development risks;

•

potential environmental and other liabilities;

•

other factors affecting the real estate industry generally or the self-storage industry in particular; and

•

other risks identified in this Quarterly Report on Form 10-Q and, from time to time, in other reports the Company files with the Securities and Exchange Commission (the “SEC”) or in other documents that it publicly disseminates.

The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”)

CONSOLIDATED BALANCE SHEETS

(unaudited)

($ in thousands, except par value amounts)


	June 30, 2005			December 31, 2004
ASSETS
Storage facilities—net	$	847,539		$	729,155
Cash		5,808			28,485
Restricted cash		14,090			7,211
Loan procurement costs—net of amortization		6,932			7,624
Other assets		5,244			3,399

TOTAL ASSETS	$	879,613		$	775,874

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Loans payable	$	489,372		$	380,496
Capital lease obligations		90			156
Accounts payable and accrued expenses		12,234			10,958
Distributions payable		10,457			7,532
Rents received in advance		6,917			5,835
Security deposits		609			455

Total Liabilities		519,679			405,432
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		17,275			11,062
SHAREHOLDERS’ EQUITY
Common shares, $.01 par value, 200,000,000 shares authorized, 37,345,162 issued and outstanding		373			373
Additional paid in capital		396,932			396,662
Retained deficit		(54,564	)		(37,430	)
Unearned share grant compensation		(82	)		(225	)

Total shareholders’ equity		342,659			359,380

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	879,613		$	775,874

See accompanying notes to the consolidated and combined financial statements.

U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”) AND

ACQUIPORT/AMSDELL (THE “PREDECESSOR”)

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(unaudited)

($ in thousands, except per share data)


	THE COMPANY			THE PREDECESSOR			THE COMPANY			THE PREDECESSOR
	Three Months Ended June 30, 2005			Three Months Ended June 30, 2004			Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
REVENUES:
Rental income	$	31,480		$	20,261		$	59,077		$	39,752
Other property related income		2,304			946			4,422			1,979

Total revenues		33,784			21,207			63,499			41,731
OPERATING EXPENSES:
Property operating expenses		12,014			7,987			22,810			15,685
Depreciation		8,744			5,259			16,765			9,987
General and administrative		3,229			—			6,254			—
Management fees—related party		—			1,138			—			2,240

Total operating expenses		23,987			14,384			45,829			27,912
OPERATING INCOME		9,797			6,823			17,670			13,819
OTHER EXPENSE:
Interest expense		7,142			6,001			12,949			9,740
Loan procurement amortization expense		385			2,045			758			2,218
Other		(30	)		—			(14	)		—

Total other expense		7,497			8,046			13,693			11,958
INCOME (LOSS) BEFORE MINORITY INTEREST		2,300			(1,223	)		3,977			1,861
MINORITY INTEREST		(96	)		—			(156	)		—

NET INCOME (LOSS)	$	2,204		$	(1,223	)	$	3,821		$	1,861

Basic income per share	$	0.06					$	0.10
Diluted income per share	$	0.06					$	0.10

Weighted-average basic common shares outstanding		37,477,920						37,477,920

Weighted-average diluted shares outstanding		37,519,841						37,501,575

Distributions declared per share of common stock	$	0.28					$	0.56

See accompanying notes to the consolidated and combined financial statements.

U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Six Months Ended June 30, 2005

(unaudited)

(in thousands)


	Common Shares			Additional Paid in Capital		Unearned Share Grant Compensation			Retained Deficit			Total
	Number	Amount		Additional Paid in Capital		Unearned Share Grant Compensation			Retained Deficit			Total
Balance at December 31, 2004	37,345	$	373	$	396,662	$	(225	)	$	(37,430	)	$	359,380
Amortization of restricted shares	—		—		—		143			—			143
Share compensation expense	—		—		270		—			—			270
Net income	—		—		—		—			3,821			3,821
Distributions	—		—		—		—			(20,955	)		(20,955	)

Balance at June 30, 2005	37,345	$	373	$	396,932	$	(82	)	$	(54,564	)	$	342,659

See accompanying notes to the consolidated and combined financial statements.

U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”) AND

ACQUIPORT/AMSDELL (THE “PREDECESSOR”)

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(unaudited)

($ in thousands)


	THE COMPANY			THE PREDECESSOR
	Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,821		$	1,861
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,523			12,205
Equity compensation expense		413			—
Minority interest in net income of subsidiaries		156			—
Gain on sale of assets		(9	)		—
Changes in other operating accounts:
Other assets		(1,694	)		(587	)
Accounts payable and accrued expenses		1,003			3,263
Other liabilities		255			252

Net cash provided by operating activities		21,468			16,994
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions and improvements to storage facilities		(116,584	)		(1,534	)
Proceeds from sale of asset		561			—
Increase in restricted cash		(6,766	)		(1,254	)

Net cash used in investing activities		(122,789	)		(2,788	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Loans payable		98,500			424,500
Notes payable—related parties		—			3,961
Principal Payments on:
Loans payable		(999	)		(144,208	)
Capital lease obligations		(66	)		(125	)
Shareholder distributions		(18,030	)		—
Minority interest distributions		(695	)		—
Cash distributions to owners		—			(17,056	)
Loan procurement costs		(66	)		(8,683	)
Cash contributions from owners		—			126
Loan made to owners		—			(277,152	)

Net cash provided by (used in) financing activities		78,644			(18,637	)

NET DECREASE IN CASH		(22,677	)		(4,431	)
CASH—Beginning of period		28,485			7,503

CASH—End of period	$	5,808		$	3,072

Supplemental disclosure of non-cash investing and financing activities:
Storage facilities acquired through the issuance of limited partnership units in the operating partnership	$	6,752			—

Storage facilities acquired through the assumption of mortgage loans	$	11,375			—

Other assets and liabilities (net) acquired as part of storage facility acquisitions	$	990			—

See accompanying notes to the consolidated and combined financial statements.

U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”) AND

ACQUIPORT/AMSDELL (THE “PREDECESSOR”)

NOTES TO UNAUDITED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION

U-Store-It Trust was formed in July 2004 to succeed the self-storage operations owned directly and indirectly by Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and their affiliated entities and related family trusts (which entities and trusts are referred to herein as the “Amsdell Entities”). The Company commenced operations on October 21, 2004, after completing the mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company. The Company subsequently completed an initial public offering (“IPO”) of its common shares on October 27, 2004 concurrently with the consummation of various formation transactions. The IPO consisted of the sale of an aggregate of 28,750,000 common shares (including 3,750,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $16.00 per share, generating gross proceeds of $460.0 million. The IPO resulted in net proceeds to the Company, after deducting underwriting discount and commission, financial advisory fees and expenses of the IPO, of approximately $425.0 million. As a result of the mergers, the IPO and the formation transactions, the Company owns the sole general partner interest in U-Store-It, L.P., a Delaware limited partnership that was formed in July 1996 under the name Acquiport/Amsdell I Limited Partnership and was renamed U-Store-It, L.P. upon the completion of the IPO (the “Operating Partnership”), and approximately 95% of the aggregate partnership interests in the Operating Partnership at June 30, 2005. The Company is a real estate company engaged in the business of owning, acquiring, developing and operating self-storage properties for business and personal use under month-to-month leases and is operated as a REIT for federal income tax purposes. All of the Company’s assets are held by, and operations are conducted through, the Operating Partnership and its subsidiaries.

The financial statements covered in this report represent the results of operations and financial condition of the Predecessor prior to the IPO and the formation transactions, and of the Company, for the three and six months ended June 30, 2005. The Predecessor was not a legal entity but rather a combination of certain real estate entities and operations as described below. Concurrent with the consummation of the IPO, the Company and the Operating Partnership, together with the partners and members of affiliated partnerships and limited liability companies of the Predecessor and other parties which held direct or indirect ownership interests in the properties, completed certain formation transactions (the “Formation Transactions”). The Formation Transactions were designed to (i) continue the operations of the Operating Partnership; (ii) acquire the management rights with respect to the Predecessor’s existing facilities and three facilities contributed to the Operating Partnership by entities owned by Robert J. Amsdell and Barry L. Amsdell; (iii) enable the Company to raise the necessary capital for the Operating Partnership to repay a portion of the existing term loan provided by an affiliate of Lehman Brothers and other indebtedness related to the three facilities acquired by the Operating Partnership from entities owned by Robert J. Amsdell and Barry L. Amsdell and four of the other existing facilities; (iv) enable the Company to qualify as a REIT for federal income tax purposes commencing the day prior to the closing of the IPO; and (v) permit such entities owned by Robert J. Amsdell and Barry L. Amsdell to defer the recognition of gain related to the three facilities that were contributed to the Operating Partnership. These Formation Transactions are described in detail in the Company’s Registration Statement on Form S-11 filed with the SEC in connection with the IPO.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation —The accompanying unaudited consolidated and combined financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC regarding interim financial reporting and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles (“GAAP”). Accordingly,

readers of this Quarterly Report on Form 10-Q should refer to the Company’s audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2004, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 001- 32324), as certain footnote disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the SEC. The results of operations for the three and six months ended June 30, 2005 are not necessarily indicative of the results of operations to be expected for any future period or the full year.

Recent Accounting Pronouncements —In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123-R”), which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 123-R supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS No. 123-R requires the fair value of all share-based payments to employees to be recognized in the consolidated statement of operations. The Company early adopted SFAS No. 123-R effective October 21, 2004.

3. STORAGE FACILITIES

The following summarizes the real estate assets of the Company as of:


	June 30, 2005			December 31, 2004
Description	($ in thousands)
Land	$	169,510		$	136,168
Buildings and improvements		721,752			635,718
Equipment		95,487			79,742

Total		986,749			851,628
Less accumulated depreciation		(139,210	)		(122,473	)

Storage facilities—net	$	847,539		$	729,155

The Company completed the following acquisitions during the six months ended June 30, 2005:

•

Acquisition of Option Facility . On January 5, 2005, the Company exercised its option to purchase the San Bernardino VII, California facility from Rising Tide Development, LLC (“Rising Tide Development”) (a related party) for the purchase price of $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million paid in units in the Operating Partnership.

•

Acquisition of Self-Storage Zone Facility . On January 14, 2005, the Company acquired one self-storage facility from Airpark Storage LLC in Gaithersburg, Maryland for consideration of $10.7 million, consisting of $4.3 million in cash and $6.4 million of indebtedness. The purchase price allocation was finalized during the second quarter of 2005 for $11.8 million. The purchase price adjustment related primarily to a fair market value adjustment for debt.

•

Acquisition of Ford Storage Facilities. On March 1, 2005, the Company acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million in cash.

•

Acquisition of A-1 Self-Storage Facilities . On March 15, 2005, the Company acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of $21.7 million in cash. The Company now operates two of these facilities as one facility.

•

party) for a purchase price initially determined to be $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the Operating Partnership. An adjustment to the purchase price was effected during the second quarter of 2005, reducing the purchase price to $10.1 million, consisting of $6.8 million in cash and $3.3 million in units of the Operating Partnership after a price reduction of $1.7 million in May 2005.

•

Acquisition of Liberty Self-Stor Facilities. In April 2005, the Company acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million (the “Liberty Acquisition”). The facilities total approximately 863,000 rentable square feet and are located in Ohio and New York. In June 2005, the Company sold one facility acquired in the Liberty Acquisition for $0.6 million, which approximated book value. Revenues, for the property sold, and the related results for operations were, insignificant to the Company’s total revenues and related results of operations for the quarter ended June 30, 2005.

•

Acquisition of Individual Storage Facilities. In April 2005, the Company acquired three self-storage facilities from two parties for an aggregate purchase price of $14.9 million in cash. The facilities total approximately 200,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property).

•

Acquisition of A-1 Self Storage Facility. On May 5, 2005, the Company acquired one self-storage facility from A-1 Self Storage for $6.4 million in cash. The facility totals approximately 48,000 rentable square feet and is located in New York.

•

Acquisition of Extra Closet Facilities. On May 24, 2005, the Company acquired two facilities from Extra Closet Facilities for an aggregate purchase price of $6.8 million in cash. The facilities total approximately 102,000 rentable square feet and are located in Illinois.

The above acquisitions are included in the Company’s results of operations from and after the date of acquisition. Self-storage facility acquisitions are initially recorded at the estimated fair values of the net assets acquired at the date of acquisition. These values are based in part on preliminary third-party market valuations. Because these fair values are based on currently available information and assumptions and estimates that the Company believes are reasonable at such time, they are subject to reallocation as additional information becomes available.

The following table summarizes the number of self-storage facilities placed into service from December 31, 2004 through June 30, 2005:


	Number of Self - Storage Facilities
Balance – December 31, 2004	201
Facilities acquired	38
Facilities consolidated ⁽¹⁾	(2	)
Facilities sold	(1	)

Balance – June 30, 2005	236

⁽¹⁾	The Company operates two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility.

4. LOANS PAYABLE

A summary of outstanding indebtedness of the Company as of June 30, 2005 and December 31, 2004 is as follows:


	June 30, 2005		December 31, 2004
Description	($ in thousands)
The $90,000 loan from Lehman Brothers Holdings, Inc. (“Lehman Capital”) to YSI I LLC requires interest only payments until November 2005 and monthly debt service payments of $517 per month from November 2005 through May 2010. Interest is paid at the fixed rate of 5.19% through May 2010. The loan is collateralized by first mortgage liens against 21 storage facilities of YSI I LLC, which had a net book value of $94,493 at June 30, 2005.	$	90,000	$	90,000

The $90,000 loan from Lehman Capital to YSI II LLC requires interest only payments until November 2005 and monthly debt service payments of $524 per month from November 2005 through January 2011. Interest is paid at the fixed rate of 5.325% through January 2011. The loan is collateralized by first mortgage liens against 18 storage facilities of YSI II LLC, which had a net book value of $95,881 at June 30, 2005.		90,000		90,000

The $90,000 loan from Lehman Brothers Bank, FSB (“Lehman Brothers Bank”) to YSI III LLC, requires interest only payments until November 2005 and monthly debt service payments of $511 per month from November 2005 through November 2009. Interest is paid at the fixed rate of 5.085% through November 2009. The loan is collateralized by first mortgage liens against 26 storage facilities of YSI III LLC, which had a net book value of $128,253 at June 30, 2005.		90,000		90,000

The $70,000 loan from Lehman Capital to Acquiport III requires payments of $548 per month which includes interest payable monthly at 8.16% per annum through November 1, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After October 31, 2006, the loan requires interest at the greater of 13.16% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by November 1, 2025. The loan is collateralized by first mortgage liens against 41 storage facilities of Acquiport III, which had a net book value of $112,043, and restricted cash (on defeased debt) of $3,489 at June 30, 2005.		65,656		66,217

The $42,000 mortgage loan from Lehman Brothers Bank to USI II requires principal payments of $300 per month and interest at 7.13% per annum through December 11, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After December 10, 2006, the loan requires interest at the greater of 12.13% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by December 11, 2025. The loan is collateralized by first mortgage liens against all ten storage facilities of USI II, which had a net book value of $40,610 at June 30, 2005.		39,508		39,878


	June 30, 2005		December 31, 2004
Description	($ in thousands)

The $7,700 mortgage loan from General Electric Capital Corporation to YSI IV LLC requires principal and interest payments of $52 per month at an interest rate of 8.63% per annum through July 2010, which is referred to in the loan agreement as the “maturity date.” The loan is collateralized by a first mortgage lien against one storage facility of YSI IV LLC, which had a net book value of $11,934 at June 30, 2005.		7,461		—

The $3,890 mortgage loan from General Electric Corporation to YSI V LLC requires principal and interest payments of $24 per month at an interest rate of 6.22% per annum through January 2014, which is referred to in the loan agreement the “maturity date”. The loan is collateralized by a first mortgage lien against one storage facility of YSI V LLC, which had a net book value of $6,040 at June 30, 2005		3,890		—

The other loans payable assumed in conjunction with the acquisition of facilities require interest payable monthly at fixed rates ranging from 7.71% to 8.43% per annum and a weighted average of 8.01% at June 30, 2005. These loans require monthly payments of principal and interest, are due from 2008 to 2009, contain covenants with respect to net worth and are collateralized by first mortgage liens against two facilities at June 30, 2005 with a net book value of $7,283.		4,357		4,401

The Operating Partnership has a $150,000 secured revolving credit facility with a group of banks led by Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. The credit facility bears interest at a variable rate, which ranged from 4.84% to 4.99% at June 30, 2005, based upon a base rate or a Eurodollar rate plus in each case, a spread depending on the Company’s leverage ratio. This credit facility is scheduled to mature in October 2007, with an option to extend the term for one year at the Company’s option. The loan is collateralized by first mortgage liens against 116 storage facilities of the Operating Partnership, which had a net book value of $349,004 at June 30, 2005. This facility contains certain restrictive covenants on distributions and other financial covenants, all of which the Company was in compliance with as of June 30, 2005.		98,500		—

Total	$	489,372	$	380,496

The annual principal payment requirements on the loans payable as of June 30, 2005 are ($ in thousands):


Year	Amount
2005 (remainder)	$	1,573
2006		109,413
2007		103,966
2008		8,037
2009		90,569
2010 and Thereafter		175,814

Total	$	489,372

5. MINORITY INTERESTS

Minority interests relate to the interests in the Operating Partnership that are not owned by the Company, which, at June 30, 2005 and December 31, 2004, amounted to approximately 5% and 3%, respectively. In

conjunction with the formation of the Company, certain former owners contributed properties to the Operating Partnership and received units in the Operating Partnership (“Units”) concurrently with the closing of the IPO. Limited partners who acquired Units in the Formation Transactions have the right, beginning October 27, 2005, to require the Operating Partnership to redeem part or all of their Units for cash or, at the Company’s option, common shares, based upon the fair market value of an equivalent number of common shares for which the Units would have been redeemed if the Company had assumed and satisfied the Operating Partnership’s

obligation by paying common shares. The market value of the Company’s common shares for this purpose will be equal to the average of the closing trading price of the Company’s common shares on the New York Stock Exchange for the ten trading days before the day on which the Company received the redemption notice. Upon consummation of the IPO, the carrying value of the net assets of the Operating Partnership was allocated to minority interests. Pursuant to three contribution agreements and three option exercises, entities owned by the Company’s Chief Executive Officer and one of its trustees received an aggregate of 1,524,358 Units as of June 30, 2005, for six properties with a net historical basis of approximately $7.3 million.

6. RELATED PARTY TRANSACTIONS

In connection with the IPO the Company entered into option agreements with Rising Tide Development, a company owned and controlled by Robert J. Amsdell, the Company’s Chairman and Chief Executive Officer, and Barry L. Amsdell, one of its trustees, to acquire 18 self-storage facilities, consisting, as of June 30, 2005, of 12 facilities owned by Rising Tide Development, three facilities which Rising Tide Development has the right to acquire from unaffiliated third parties and three facilities which have since been acquired by the Company pursuant to the exercise of its options. The options become exercisable with respect to each particular self-storage facility if and when that facility achieves an occupancy level of 85% at the end of the month, for three consecutive months. The purchase price will be equal to the lower of (i) a price determined by multiplying in-place net operating income at the time of purchase by 12.5 and (ii) the fair market value of the option facility as determined by an appraisal process involving third party appraisers. The Company’s option to acquire these facilities will expire on October 27, 2008. The determination to purchase any of the option facilities will be made by the independent members of the Company’s board of trustees. During the six months ended June 30, 2005, the Company exercised its option to purchase three of these facilities for an aggregate purchase price of approximately $17.4 million, consisting of an aggregate of $6.8 million in Units and $10.6 million in cash after a price reduction of $1.7 million of consideration in May 2005. The price reduction resulted from a discovery that the calculation of the March purchase price was not made in accordance with the terms specified in the option agreement, which resulted in the overpayment. On May 14, 2005, the Company entered into an agreement with Rising Tide Development pursuant to which 100,202 units in the Operating Partnership previously issued to Rising Tide Development were cancelled and $28,057 in cash (representing the distribution paid with respect to such units in April 2005) was returned to the Company.

The Predecessor’s self-storage facilities were operated by the U-Store-It Mini Warehouse Co. (the “Property Manager”), which was affiliated through common ownership with Amsdell Partners, Inc., High Tide Limited Partnership, and Amsdell Holdings I, Inc. Pursuant to the relevant property management agreements, Acquiport I and Acquiport III paid the Property Manager monthly management fees of 5.35% of monthly gross rents (as defined in the related management agreements); USI II paid the Property Manager a monthly management fee of 5.35% of USI II’s monthly effective gross income (as defined in the related management agreements); and the owners of the Lake Worth, FL, Lakewood, OH, and Vero Beach I, FL facilities paid the Property Manager monthly management fees of 6% of monthly gross receipts through October 21, 2004, and 5.35% thereafter (as defined in the related management agreements). Effective October 27, 2004 upon acquisition of the Property Manager, the management contract with U-Store-It Mini Warehouse Co. was terminated and a new management agreement was entered into with YSI Management, LLC. Beginning October 27, 2004 management fees relating to our wholly-owned subsidiaries are eliminated in consolidation.

Effective October 27, 2004, YSI Management LLC, a wholly-owned subsidiary of the Operating Partnership, entered into a management contract with Rising Tide Development to provide property management

services to the option facilities for a fee equal to the greater of 5.35% of the gross revenues of each facility or $1,500 per facility per month. Management fees earned by YSI Management LLC, from Rising Tide Development, were approximately $0.1 million and $0.2 million, respectively, for the three and six months ended June 30, 2005. Accounts receivable from Rising Tide Development at June 30, 2005 was approximately $0.5 million and is included in other assets. This receivable represents expenses paid on behalf of Rising Tide Development by YSI Management LLC that will be reimbursed under standard business terms.

The Company engages, and the Predecessor engaged, Amsdell Construction, a company owned by Robert J. Amsdell, the Company’s Chief Executive Officer, and Barry L. Amsdell, a trustee of the Company, to maintain and improve its self-storage facilities. The total payments incurred by the Company to Amsdell Construction for the three and six months ended June 30, 2005 was approximately $0.1 million and $0.3 million, respectively. The total amount of payments incurred by the Predecessor to Amsdell Construction for the three and six months ended June 30, 2004 was $0.7 million and $ 1.5 million, respectively.

In March 2005, the Operating Partnership entered into an office lease agreement with Amsdell and Amsdell, an entity owned by Robert J. Amsdell and Barry L. Amsdell, for office space of approximately 18,000 square feet at The Parkview Building, an approximately 40,000 square foot multi-tenant office building located at 6745 Engle Road, plus approximately 4,000 square feet of an 18,000 square foot office building located at 6751 Engle Road, which are both part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio. Airport Executive Park is owned by Amsdell and Amsdell. The new lease, which was effective as of January 1, 2005, replaced the original office lease, entered into in October 2004, between a subsidiary of the Operating Partnership and Amsdell and Amsdell and has a ten-year term, with one five-year extension option exercisable by the Operating Partnership. Under the Company’s Corporate Governance Guidelines, the Company’s disinterested trustees approved the terms of, and the entry into, the office lease by the Operating Partnership.

In June 2005, the Operating Partnership entered into another office lease agreement with Amsdell and Amsdell for additional office space of approximately 1,588 square feet of rentable space in The Parkview Building. This office lease was effective as of May 7, 2005 and has an approximately two-year term expiring on April 30, 2007. The Operating Partnership has the option to extend this office lease for an additional three-year period at the then prevailing market rate upon the same terms and conditions contained in this office lease. The fixed minimum rent under the terms of this office lease is $1,800 per month from June 1, 2005 to April 30, 2006, and $1,900 per month from May 1, 2006 to April 30, 2007. Under the Company’s Corporate Governance Guidelines, the Company’s disinterested trustees approved the terms of, and the entry into, the office lease by the Operating Partnership.

In June 2005, the Operating Partnership also entered into a month-to-month office lease agreement with Amsdell and Amsdell for office space of approximately 3,500 square feet of an office building located at 6779 Engle Road. The lease was effective as of May 1, 2005. The fixed minimum rent under the terms of the lease is $3,700 per month. Under the Company’s Corporate Governance Guidelines, the Company’s disinterested trustees approved the terms of, and the entry into, the month-to-month office lease agreement by the Operating Partnership.

The total of lease payments incurred under the three current office leases for the three and six months ended June 30, 2005 was approximately $0.1 million and $0.2 million, respectively.

The Company charters an aircraft from Aqua Sun Investments, L.L.C. (“Aqua Sun”), a company owned by Robert J. Amsdell and Barry L. Amsdell. The Company was under contract pursuant to a timesharing agreement to reimburse Aqua Sun at the rate of $1,250 for each hour of use of the aircraft and the payment of certain expenses associated with the use of the aircraft. The total amount incurred for such aircraft charters by the Company for the three and six months ended June 30, 2005 was approximately $0.1 million and $0.2 million, respectively. Effective June 30, 2005 the timesharing agreement was terminated and was replaced on July 1,

2005 with a Non-Exclusive Aircraft Lease Agreement. Under the Company’s Corporate Governance Guidelines, the Company’s disinterested trustees approved the terms of, and the entry into, the Non-Exclusive Aircraft Lease Agreement by the Operating Partnership. See Note 7 for a disclosure of the terms and conditions of the Non-Exclusive Aircraft Lease Agreement.

The Company engages Dunlevy Building Systems Inc., a company owned by John Dunlevy, a brother-in-law of Robert J. Amsdell and Barry L. Amsdell, for construction, zoning consultant and general contractor services for its self-storage facilities. The total payments incurred by the Company to Dunlevy Building Systems Inc. for the three and six months ended June 30, 2005 were approximately $5,000.

The Company engages Deborah Dunlevy Designs, a company owned by Deborah Dunlevy, a sister of Robert J. Amsdell and Barry L. Amsdell, for interior design services at certain of its self-storage facilities and offices. The total payments incurred by the Company to Dunlevy Building Systems Inc. for the three and six months ended June 30, 2005 were approximately $26,000 and $56,000 respectively.

Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities that acquired common shares or Units in the IPO transactions received registration rights. Beginning as early as October 27, 2005, they will be entitled to require the Company to register their shares for public sale subject to certain exceptions, limitations and conditions precedent.

7. SUBSEQUENT EVENTS

The Company completed the following transactions subsequent to June 30, 2005:

•

Entry into Aircraft Lease Agreement. In July 2005, the Operating Partnership entered into a Non-Exclusive Aircraft Lease Agreement with Aqua Sun pursuant to which the Operating Partnership may lease for corporate use from time to time an airplane owned by Aqua Sun (the “Aircraft Lease”). Under the terms of the Aircraft Lease, the Operating Partnership may lease use of the airplane owned by Aqua Sun at an hourly rate of $1,450 per flight hour. Aqua Sun is responsible for various costs associated with operation of the airplane, including insurance, storage and maintenance and repair, but the Operating Partnership is responsible for fuel costs and the costs of pilots and other cabin personnel required for its use of the airplane. The Aircraft Lease, which was effective as of July 1, 2005, has a one-year term and is automatically renewed for additional one-year periods unless terminated by either party. Either party may terminate the agreement with or without cause upon 60 days’ prior notice to the other party.

The Aircraft Lease replaces a timesharing agreement that was entered into as of October 22, 2004 between a subsidiary of the Company and an affiliate of Aqua Sun regarding use of the airplane, which agreement was terminated on June 30, 2005 by mutual agreement of the parties thereto. The timesharing agreement was scheduled to expire on October 21, 2005.

•

Acquisition of Arizona Storage Facility. In July 2005, the Company acquired one self-storage facility from Shurgard Storage for approximately $2.9 million in cash. The facility totals approximately 54,000 square feet and is located in Tempe, Arizona.

•

Acquisition of New Jersey Storage Facility. In July 2005, the Company acquired one self-storage facility from Self Storage Plus for approximately $16.8 million in cash. The facility totals approximately 106,000 square feet and is located in Clifton, New Jersey.

•

Acquisition of National Self Storage Facilities . In July 2005, the Company completed the acquisition of 66 self-storage facilities, four office parks and one mobile home park from various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. (“National Self Storage”) for an aggregate consideration of approximately $212.0 million. The consideration was comprised of approximately $61.5 million of Class B Units in the Operating Partnership, the assumption of approximately $80.8 million of outstanding debt by the Operating

Partnership, and approximately $69.7 million in cash. The purchase agreement includes a provision requiring the Company at the request of National Self Storage, to redeem under certain conditions a maximum of up to $40.0 million annually in Class B units in the Operating Partnership for a period of seven years. The redemption price is based on the trading price of the Company’s common shares 10 days before the redemption date. The purchase price allocation is preliminary and is based on currently available information and upon preliminary assumptions and estimates the Company believes are reasonable. The Company has acquired substantial debt at above market rates which will be revalued to respective fair market values upon finalization of the purchase price. Additionally, the fair value of the Class B units is approximately $10.0 million higher than the book value and will also be adjusted as part of purchase price allocation. The acquired portfolio totals approximately 3.6 million rentable square feet and includes self-storage facilities located in the Company’s existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah.

•

Entry into Lehman Brothers Mortgage Loan . In July 2005, YSI VI LLC (“YSI VI”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 24 of the Company’s self-storage facilities, bears interest at 5.13% and matures in August 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YSI VI to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan.

•

Entry into LaSalle Bank Mortgage Loan. In August 2005, YASKY LLC (“YASKY”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 28 of the Company’s self-storage facilities, bears interest at 4.96% and matures in 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YASKY LLC to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan.

•

Acquisition of Individual Properties . In August 2005, the Company acquired two self-storage facilities for approximately $8.2 million in cash. The facilities total approximately 74,000 square feet and are located in Elizabeth and Hoboken, New Jersey.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. Where appropriate, the following discussion includes analysis of the effects of the IPO, the Formation Transactions and related refinancing transactions and certain other transactions. The Company makes certain statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section entitled “Business-Risk Factors” in Item 1 of the Annual Report on Form 10-K for the year ended December 31, 2004.

OVERVIEW

On October 27, 2004, the Company completed its IPO, pursuant to which it sold an aggregate of 28,750,000 common shares (including 3,750,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $16.00 per share. The IPO resulted in gross proceeds to the Company of approximately $460.0 million.

The Company is an integrated self-storage real estate company, which means that it has in–house capabilities in the operation, design, development, leasing, and acquisition of self-storage facilities.

The Company derives revenues principally from rents received from its customers who rent units at its self-storage facilities under month-to-month leases. Therefore, the Company’s operating results depend materially on its ability to retain its existing customers and lease its available self-storage units to new customers while maintaining and, where possible, increasing its pricing levels. In addition, the Company’s operating results depend on the ability of its customers to make required rental payments to the Company. The Company believes that its decentralized approach to the management and operation of its facilities, which places an emphasis on local, market level oversight and control, allows it to respond quickly and effectively to changes in local market conditions by, where appropriate, increasing rents while maintaining occupancy levels, or increasing occupancy levels while maintaining pricing levels.

The Company experiences minor seasonal fluctuations in the occupancy levels of its facilities, which are generally slightly higher during the summer months due to increased moving activity.

In the future, the Company intends to focus on increasing its internal growth and selectively pursuing targeted acquisitions and developments of self-storage facilities. The Company intends to incur additional debt in connection with any such future acquisitions or developments.

Summary of Critical Accounting Policies and Estimates

Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated and combined financial statements. These policies have not changed since the Company filed its Annual Report on Form 10-K for the year ended December 31, 2004 with the SEC. Certain of the accounting policies used in the preparation of these consolidated and combined financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated and combined financial statements included in this report. These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ from estimates calculated and utilized by management.

Basis of Presentation

The accompanying consolidated and combined financial statements include all of the accounts of the Company, the Operating Partnership and the wholly-owned subsidiaries of the Operating Partnership. The

mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company, and the property interests contributed to the Operating Partnership by the Predecessor, have been accounted for as a reorganization of entities under common control and accordingly, were recorded at the Predecessor’s historical cost basis. Prior to the combination, the Company had no significant operations; therefore, the combined operations for the period prior to October 21, 2004, represent the operations of the Predecessor.

For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in Item 1 of this Form 10-Q.

Self-Storage Facilities

The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the purchase price has been allocated to above-or below-market lease intangibles. The Company also considers whether the in-place, at market leases for any facility represent an intangible asset. Based upon the Company’s experience, leases of this nature generally re-let in less than 30 days and lease-up costs are minimal. Accordingly, to date, no intangible asset has been recorded for in-place, at market leases. Additionally, to date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent (less than one year).

Long-lived assets are reviewed when events or circumstances indicate there may be an impairment or at least annually for impairment. The carrying value of these long-lived assets are compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is considered if the net carrying value of the asset exceeds the undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate asset may not be recoverable. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. No impairment charges have been recognized through June 30, 2005.

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically, these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no

contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.

Revenue Recognition

Management has determined that all of the Company’s leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in rents received in advance, and contractually due but unpaid rents are included in other assets.

Share Options

The Company applies the fair value method of accounting for the share options issued under its incentive award plan. Accordingly, compensation expense is recorded relating to such options.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or interpretations that have not yet been implemented that will have a material impact on the Company’s financial statements if implemented.

Results of Operations

The following discussion of the results of operations should be read in conjunction with the consolidated and combined financial statements and the accompanying notes thereto. Historical results set forth in the consolidated and combined statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.

Comparison of the Three and Six Months Ended June 30, 2005 to the Three and Six Months Ended June 30, 2004

For purposes of the following comparison of operating results for the three and six months ended June 30, 2005 and 2004, the results of operations for the three and six months ended June 30, 2004 contain the results of operations of the Predecessor, which are presented using combined reporting.

Acquisition, Disposition and Development Activities

The comparability of the Company’s results of operation is significantly affected by development, redevelopment and acquisition activities in 2005 and 2004. At June 30, 2005 and 2004, the Company and the Predecessor owned 236 and 155 self-storage facilities and related assets, respectively.

The Company completed the following acquisitions and disposition during the six months ended June 30, 2005:

•

consisting of $4.3 million in cash and $6.4 million of indebtedness. The purchase price allocation was finalized during the second quarter of 2005 for $11.8 million. The purchase price adjustment related primarily to a fair market value adjustment for debt.

•

Acquisition of Option Facilities . On March 18, 2005, the Company exercised its option to purchase the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party) for consideration of $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the Operating Partnership. An adjustment to the purchase price was finalized during the second quarter of 2005 for $10.1 million and consisted of $6.8 million in cash and $3.3 million in units of the Operating Partnership after a price reduction of $1.7 million in May 2005.

•

Acquisition of Liberty Self-Stor Facilities. On April 5, 2005, the Company acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. The facilities total approximately 863,000 rentable square feet and are located in Ohio and New York.

•

Acquisition of Individual Storage Facilities. On April 5, 2005, the Company acquired three self storage facilities from two parties for an aggregate purchase price of $14.9 million in cash. The facilities total approximately 200,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property).

•

Acquisition of A-1 Self-Storage Facility. On May 5, 2005, the Company acquired one self-storage facility from A-1 Self Storage for $6.4 million in cash. The facility totals approximately 48,000 rentable square feet and is located in New York.

•

Disposition of Facility. On June 15, 2005, the Company sold one facility for $0.6 million, which approximated book value, related to the Liberty Acquisition. Revenues and the related results for operations, for the property sold, were insignificant to the Company’s total revenues and related results of operations for the quarter ended June 30, 2005.

The following table summarizes the number of self-storage facilities placed into service from December 31, 2004 through June 30, 2005:


	Number of Self - Storage Facilities
Balance – December 31, 2004	201
Facilities acquired	38
Facilities consolidated ⁽¹⁾	(2	)
Facilities sold	(1	)

Balance – June 30, 2005	236

⁽¹⁾	The Company operates two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility.

A comparison of income from operations for the three and six months ended June 30, 2005 and 2004 is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
	($ in thousands)
REVENUES:
Rental income	$	31,480		$	20,261		$	59,077		$	39,752
Other property related income		2,304			946			4,422			1,979

Total revenues		33,784			21,207			63,499			41,731
OPERATING EXPENSES:
Property operating expenses		12,014			7,987			22,810			15,685
Depreciation		8,744			5,259			16,765			9,987
General and administrative		3,229			—			6,254			—
Management fees - related party		—			1,138			—			2,240

Total operating expenses	$	23,987		$	14,384		$	45,829		$	27,912
OPERATING INCOME		9,797			6,823			17,670			13,819
OTHER EXPENSE:
Interest expense		7,142			6,001			12,949			9,740
Loan procurement amortization expense		385			2,045			758			2,218
Other		(30	)		—			(14	)		—

Total other expense	$	7,497		$	8,046		$	13,693		$	11,958

INCOME (LOSS) BEFORE MINORITY INTEREST	$	2,300		$	(1,223	)	$	3,977		$	1,861

Comparison of Operating Results for the Three Months Ended June 30, 2005 and 2004

Total Revenues

Rental income increased from $20.3 million for the three months ended June 30, 2004 to $31.5 million for the three months ended June 30, 2005, an increase of $11.2 million, or 55.4%. This increase is primarily attributable to (i) the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005 and (ii) an increase in revenues from our pool of “same-store” facilities of approximately $1.5 million (see same-store discussion below).

Other property related income increased from $0.9 million for the three months ended June 30, 2004 to $2.3 million for the three months ended June 30, 2005, an increase of $1.4 million, or 143.6%. This increase is primarily attributable to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005.

Total Operating Expenses

Property operating expenses increased from $8.0 million for the three months ended June 30, 2004 to $12.0 million for the three months ended June 30, 2005, an increase of $4.0 million, or 50.4%. This increase is primarily attributable to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005, partially offset by a decrease in operating expenses from our pool of “same-store” facilities of approximately $0.6 million (see same-store discussion below).

Management fees of $1.1 million for the three months ended June 30, 2004 were replaced by general and administrative expense of $3.2 million for the three months ended June 30, 2005. This transition is attributable to the acquisition of the Predecessor’s management company, effective October 27, 2004, in connection with our IPO. Management fees with our wholly-owned subsidiaries were eliminated subsequent to October 27, 2004 and were replaced with management company expenses, which are recorded in general and administrative expenses.

General and administrative costs began with the Company’s IPO in October 2004. Therefore, general and administrative expenses increased from $0.0 for the three months ended June 30, 2004 to $3.2 million for the three months ended June 30, 2005. General and administrative costs replace management fees previously incurred by the Predecessor. General and administrative costs for the three months ended June 30, 2005 included expenses related to being a public company, including regulatory fees of the Public Company Accounting Oversight Board, audit fees, independent board of trustees fees, professional fees related to public company reporting requirements and investor relations costs.

Depreciation increased from $5.3 million for the three months ended June 30, 2004 to $8.7 million for the three months ended June 30, 2005, an increase of $3.4 million, or 66.3%. Approximately $3.2 million of the increase is attributable to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005. The balance of the increase is attributable to a “step up” in the carrying amount of fixed assets due to the purchase of outside partners’ interests in the Predecessor in May 2004, which was partially offset by lower depreciation on fully-amortized equipment with lives significantly shorter than new buildings and improvements.

Interest expense increased from $6.0 million for the three months ended June 30, 2004 to $7.1 million for the three months ended June 30, 2005, an increase of $1.1 million, or 19.0%. The increase is primarily attributable to a higher amount of outstanding debt in 2005.

Loan procurement amortization expense decreased from $2.0 million for the three months ended June 30, 2004 to $0.4 million for the three months ended June 30, 2005, a decrease of $1.6 million, or 81.2%. This decrease is primarily attributable to significant loan procurement costs recorded in the second quarter of 2004 as a result of the Predecessor entering into a term loan in May 2004.

Comparison of the Operating Results for the Six Months Ended June 30, 2005 and June 30, 2004

Total Revenues

Rental income increased from $39.8 million for the six months ended June 30, 2004 to $59.1 million for the six months ended June 30, 2005, an increase of $19.3 million, or 48.6%. This increase is primarily attributable to (i) the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005 and (ii) an increase in revenues from our pool of “same-store” facilities of approximately $2.7 million (see same-store discussion below).

Other property related income increased from $2.0 million for the six months ended June 30, 2004 to $4.4 million for the six months ended June 30, 2005, an increase of $2.4 million, or 123.4%. This increase is primarily attributable to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005.

Total Operating Expenses

Property operating expenses increased from $15.7 million for the six months ended June 30, 2004 to $22.8 million for the six months ended June 30, 2005, an increase of $7.1 million, or 45.4%. This increase is primarily attributable to the acquisition of 46 facilities in the fourth quarter of 2004, and 38 facilities in the first half of 2005, partially offset by a decrease in operating expenses from our pool of “same-store” facilities of approximately $0.6 million (see same-store discussion below).

Management fees of $2.2 million for the six months ended June 30, 2004 were replaced by general and administrative expense of $6.3 million for the six months ended June 30, 2005. This transition is attributable to the acquisition of the Predecessor’s management company, effective October 27, 2004, in connection with our IPO. Management fees with our wholly-owned subsidiaries were eliminated subsequent to October 27, 2004 and were replaced with management company expenses, which are recorded in general and administrative expenses.

General and administrative costs began with the Company’s IPO in October 2004. Therefore, general and administrative expenses increased from $0.0 for the six months ended June 30, 2004 to $6.3 million for the six months ended June 30, 2005. General and administrative costs replace management fees previously incurred by the Predecessor. General and administrative costs for the six months ended June 30, 2005 included expenses related to being a public company, including regulatory fees of the Public Company Accounting Oversight Board and the SEC, audit fees, independent board of trustees fees, professional fees related to public company reporting requirements and investor relations costs.

Depreciation increased from $10.0 million for the six months ended June 30, 2004 to $16.8 million for the six months ended June 30, 2005, an increase of $6.8 million, or 67.9%. Approximately $5.7 million of the increase is attributable to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005. The balance of the increase is attributable to a “step up” in the carrying amount of fixed assets due to the purchase of outside partners’ interests in the Predecessor in May 2004, which was partially offset by lower depreciation on fully-amortized equipment with lives significantly shorter than new buildings and improvements.

Interest expense increased from $9.7 million for the six months ended June 30, 2004 to $12.9 million for the six months ended June 30, 2005, an increase of $3.2 million, or 32.9%. The increase is primarily attributable to a higher amount of outstanding debt in 2005.

Loan procurement amortization expense decreased from $2.2 million for the six months ended June 30, 2004 to $0.8 million for the six months ended June 30, 2005, a decrease of $1.4 million, or 65.8%. This decrease is primarily attributable to significant loan procurement costs recorded in the second quarter of 2004 as a result of the Predecessor entering into a term loan in May 2004.

Same-Store Facility Results

The Company considers its same-store portfolio to consist of only those facilities owned at the beginning and at the end of the applicable periods presented.

The following same-store presentation is considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions. The following table sets forth operating data for our same-store portfolio for the periods presented.


	Three months ended June 30,				Percent Change		Six months ended June 30,				Percent Change
	2005		2004				2005		2004
	($ in thousands)						($ in thousands)
Same-store revenues	$	22,650	$	21,207	6.8	%	$	44,445	$	41,731	6.5	%
Same-store property operating expenses	$	7,389	$	7,987	(7.5	)%	$	15,145	$	15,685	(3.4	)%
Non same-store revenues	$	11,134		—			$	19,054		—
Non same-store property operating expenses	$	4,625		—			$	7,665		—
Total revenues	$	33,784	$	21,207			$	63,499	$	41,731
Total property operating expenses	$	12,014	$	7,987			$	22,810	$	15,685
Number of facilities included in same-store analysis		154						154

Comparison of the Same-Store Results for the Three Months Ended June 30, 2005 and June 30, 2004.

Same-store revenues increased from $21.2 million for the three months ended June 30, 2004 to $22.7 million for the three months ended June 30, 2005, an increase of $1.5 million, or 6.8%. Approximately $0.6 million of this increase was attributable to increased occupancy and $0.9 million of this increase was attributable to increased rents.

Same-store property operating expenses decreased from $8.0 million for the three months ended June 30, 2004 to $7.4 million for the three months ended June 30, 2005, a decrease of $0.6 million, or 7.5%. This decrease was primarily attributable to lower building and landscaping maintenance. In addition, 2004 included expenses incurred relating to initiatives the Company undertook in anticipation of being a public company, including changing the logo at some of the facilities, advertising, and certain expenditures related to upgrading computer equipment and software.

Comparison of the Same-Store Results for the Six Months Ended June 30, 2005 and June 30, 2004.

Same-store revenues increased from $41.7 million for the six months ended June 30, 2004 to $44.4 million for the six months ended June 30, 2005, an increase of $2.7 million, or 6.5%. Approximately $1.0 million of this increase was attributable to increased occupancy and $1.7 million of this increase was attributable to increased rents.

Same-store property operating expenses decreased from $15.7 million for the six months ended June 30, 2004 to $15.1 million for the six months ended June 30, 2005, a decrease of $0.6 million or 3.4%. This decrease was primarily attributable to lower building and landscaping maintenance, partially offset by increased property taxes. In addition, 2004 included expenses incurred relating to initiatives the Company undertook in anticipation of being a public company, including, changing the logo at some of the facilities, advertising, and certain expenditures related to upgrading computer equipment and software.

Cash Flows

A comparison of cash flow operating, investing and financing activities for the six months ended June 30, 2005 and 2004 is as follows:


	Six months ended June 30,						Increase (Decrease)
	2005			2004			Increase (Decrease)
				($ in thousands)
Net cash provided by (used in):
Operating activities	$	21,468		$	16,994		$	4,474
Investing activities	$	(122,789	)	$	(2,788	)	$	120,001
Financing activities	$	78,644		$	(18,637	)	$	97,281

Comparison of Cash Flows for the Six Months Ended June 30, 2005 to the Six Months Ended June 30, 2004

Cash provided by operations increased from $17.0 million for the six months ended June 30, 2004 to $21.5 million for the six months ended June 30, 2005, an increase of $4.5 million. The increase is primarily related to the acquisition of 46 facilities in the fourth quarter of 2004 and 38 facilities in the first six months of 2005 as compared to the acquisition of no self-storage facilities in the first six months of 2004.

Cash used in investing activities increased from $2.8 million for the six months ended June 30, 2004 to $122.8 million for the six months ended June 30, 2005, an increase of $120.0 million. The increase is primarily attributable to the acquisition of 38 facilities in the first six months of 2005 as compared to the acquisition of no self-storage facilities in the first six months of 2004.

Cash provided by (used in) financing activities increased from $(18.6) million used in financing activities for the six months ended June 30, 2004 to $78.6 million provided by financing activities during the six months ended June 30, 2005, an increase of $97.3 million. This increase is primarily attributable to new borrowings on the Company’s revolving credit facility used to facilitate the purchase of self-storage facilities, partially offset by the payment of shareholder distributions in the first six months of 2005.

Funds From Operations

Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. We calculate FFO in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), which is referred to as the “White Paper.” The White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization of operating real estate and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures, if any, are calculated to reflect FFO on the same basis.

Given the nature of our business as a real estate owner and operator, we believe that FFO is helpful to management and investors as a starting point in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains (or losses) from sales of property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, and is not indicative of funds available to fund our cash needs, including our ability to make distributions. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the White Paper or that interpret the White Paper differently than we do. The following table sets forth the calculation of FFO (and a reconciliation to net income, the most directly comparable GAAP number):


	THE COMPANY			THE PREDECESSOR			THE COMPANY			THE PREDECESSOR
	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
	($ in thousands, except per share amounts)
Net income (loss)	$	2,204		$	(1,223	)	$	3,821		$	1,861
Plus:
Depreciation		8,744			5,259			16,765			9,987
Minority interest		96			—			156			—

FFO - Operating Partnership	$	11,044		$	4,036		$	20,742		$	11,848

FFO - Allocable to minority interest	$	490					$	838

FFO - attributable to common shareholders	$	10,554					$	19,904

Weighted-average diluted shares outstanding		37,519,841						37,501,575

Funds from operations per share	$	0.28					$	0.53


Reconciliation of Dilutive Income per Share to Funds from Operations per Share:

Dilutive income per share	$	0.06					$	0.10
Adjustments:
Depreciation		0.23						0.45
Funds attributable to minority shareholders		(0.01	)					(0.02	)

Funds from operations per share	$	0.28					$	0.53

Liquidity and Capital Resources

As of June 30, 2005, the Company had total indebtedness outstanding of approximately $489.4 million, as compared to the $380.5 million of debt outstanding at December 31, 2004. These mortgages mature from November 2006 to January 2014. Each of these loans has customary restrictions on transfer or encumbrances of the mortgaged facilities.

In connection with the IPO, on October 27, 2004, the Operating Partnership entered into a three-year $150.0 million revolving credit facility, which had approximately $34.1 million available as of June 30, 2005. The facility is scheduled to mature on October 27, 2007, with the option to extend the maturity date to October 27, 2008. Borrowings under the facility bear interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on the Company’s leverage ratio. The credit facility is secured by certain of the Company’s self-storage facilities and requires that the Company maintain a minimum “borrowing base” of properties. The primary purpose of the facility is to fund the acquisition and development of self-storage facilities, to satisfy other short and long term liquidity needs, and for general working capital purposes. This facility contains certain restrictive covenants on distributions and other financial covenants, all of which the Company was in compliance with as of June 30, 2005. The revolving credit facility also has customary restrictions on transfer or encumbrances of the facilities that secure the loan.

Since June 30, 2005, the Company has entered into two additional fixed rate mortgage loans under which it borrowed an additional $160 million. Each of these loans is secured by certain of the Company’s storage facilities. The loans will be used primarily to fund acquisitions of additional properties by the Company, as well as to pay down amounts outstanding under the Company’s revolving credit facility. Both of these loans mature in August 2012 and contain customary restrictions on transfer or encumbrances of the facilities that secure the loans.

In connection with the Company’s acquisition of National Self-Storage, the purchase agreement related to the National acquisition includes a provision requiring the Company at the request of National Self Storage, to redeem under certain conditions a maximum of up to $40.0 million annually in Class B units in the Operating Partnership for a period of seven years. The redemption price is based on the trading price of the Company’s common shares 10 days before redemption date.

The Company’s cash flow from operations historically has been one its primary sources of liquidity to fund debt service, distributions and capital expenditures. The Company derives substantially all of its revenue from customers who lease space from the Company at its facilities. Therefore, the Company’s ability to generate cash from operations is dependent on the rents that the Company is able to charge and collect from its customers. While the Company believes that facilities in which the Company invests—self-storage facilities—are less sensitive to near-term economic downturns, prolonged economic downturns will adversely affect its cash flow from operations.

In order to qualify as a REIT for federal income tax purposes, the Company is required to distribute at least 90% of its REIT taxable income, excluding capital gains, to its shareholders on an annual basis.

The nature of the Company’s business, coupled with the requirement that the Company distribute a substantial portion of its income on an annual basis, will cause the Company to have substantial liquidity needs over both the short term and the long term. The Company’s short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with its facilities, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders and recurring capital expenditures. These expenses, as well as the amount of recurring capital expenditures that the Company incurs, will vary from year to year, in some cases significantly. For 2005 the Company expects to incur approximately 1.4 million of costs for recurring capital expenditures. The Company expects to meet its short-term liquidity needs through cash generated from operations and, if necessary, from borrowings under its revolving credit facility.

The Company’s long-term liquidity needs consist primarily of funds necessary to pay for development of new facilities, redevelopment of operating facilities, non-recurring capital expenditures, acquisitions of facilities and repayment of indebtedness at maturity. In particular, the Company intends to actively pursue the acquisition of additional facilities, which will require additional capital. The Company does not expect that it will have sufficient funds on hand to cover these long-term cash requirements. The Company will have to satisfy these needs through either additional borrowings, including borrowings under its revolving credit facility, sales of common or preferred shares and/or cash generated through facility dispositions and joint venture transactions.

The Company believes that, as a publicly traded REIT, it will have access to multiple sources of capital to fund long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, as a new public company, the Company cannot assure that this will be the case. The Company’s ability to incur additional debt will be dependent on a number of factors, including its degree of leverage, the value of its unencumbered assets and borrowing restrictions that may be imposed by lenders. The Company’s ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about the Company.

Contractual Obligations

The following table summarizes our known contractual obligations as of June 30, 2005 (based on a calendar year, dollars in thousands):


	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Loans Payable	$	489,372	$	1,573	$	213,379	$	98,606	$	175,814
Contractual Capital Lease Obligations		90		19		71		—		—
Ground Leases and Third Party Office Lease		746		78		298		126		244
Related Party Office Lease		3,280		153		662		663		1,802
Employment Contracts		2,750		550		2,200		—		—

Total	$	496,238	$	2,373	$	216,610	$	99,395	$	177,860

The Company expects that the contractual obligations owed in 2005 will be satisfied out of cash generated from operations and, if necessary, draws under the Company’s revolving credit facility.

Off-Balance Sheet Arrangements

The Company does not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.

Effect of Changes in Interest Rates on our Outstanding Debt

As of June 30, 2005, the Company had approximately $98.5 million of variable rate debt outstanding (representing approximately 20% of its total debt). Based upon the balances outstanding on variable rate debt at June 30, 2005, a 100 basis point increase or decrease in interest rates on variable rate debt would increase or decrease future interest expense by approximately $1.0 million annually. The Company does not currently use derivative financial instruments to reduce its exposure to changes in interest rates.

As of June 30, 2005, the Company had approximately $390.9 million of fixed rate debt outstanding (representing approximately 80% of total debt). A change in the interest rates on fixed rate debt generally impacts the fair market value of its debt but it has no impact on interest incurred or cash flow. To determine the fair value, the fixed rate debt is discounted at a rate based upon current lending rates, assuming debt is outstanding through maturity or expected refinancing dates. At June 30, 2005, the fair value of the Company’s long term fixed rate debt was estimated to be $386.7 million. A 100 basis point increase in interest rates would result in a decrease in the fair value of this fixed rate debt of approximately $12.7 million at June 30, 2005. A 100 basis point decrease in interest rates would result in an increase in the fair value of this fixed rate debt of approximately $13.4 million at June 30, 2005.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.

In the course of the evaluation, management considered the material weakness in its internal control over financial reporting discussed below, as well as the changes implemented in response thereto, also discussed below. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as a result of the changes implemented to the Company’s internal control over financial reporting discussed below, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

In connection with the preparation of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, the Company discovered that the calculation of the purchase price for the two option properties acquired from Rising Tide Development on March 18, 2005 was not made in accordance with the terms specified in the option agreement, which resulted in an overpayment by the Company of approximately $1.7 million of consideration for those two properties. On May 14, 2005, the Company entered into an agreement with Rising Tide Development pursuant to which 100,202 units in the Operating Partnership previously issued to Rising Tide Development were cancelled and $28,057 in cash (representing the distribution paid with respect to such units in April 2005) was returned to the Company. In connection with its review of the Company’s interim financial statements for the quarter ended March 31, 2005, the Company’s independent registered public accounting firm determined that the aforementioned deficiency constituted a material weakness in the Company’s internal control over financial reporting.

In order to address the material weakness, during the quarter ended June 30, 2005 the Company implemented changes in its internal control over financial reporting relating to transactions with Rising Tide Development that are designed to ensure that an accurate determination of the purchase price is made prior to the acquisition of an option facility by the Company, including an independent review of the purchase price calculation made in connection with option exercises under the option agreement. Additionally, the Company established and implemented similar internal controls governing all related party transactions, including, but not limited to, office leases and aircraft use. In light of the aforementioned changes, the Company believes that as of June 30, 2005 it has remediated this weakness.

Other than as described above, there have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a15(f) under the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(b) under the Securities Exchange Act of 1934 of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act

of 1934) as of June 30, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, the Company completed its IPO in October 2004 and, in connection with being a public company, the Company continues the process of reviewing its polices and procedures on internal control over financial reporting in anticipation of the requirement to comply with Section 404 of the Sarbanes-Oxley Act of 2002, for the year ending December 31, 2005.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s Annual Meeting of Shareholders held on May 31, 2005, holders of the Company’s common shares elected Robert J. Amsdell, Barry L. Amsdell, Thomas A. Commes, John C. Dannemiller, William M. Diefenderfer III, Harold S. Haller and David J. LaRue as trustees to serve one year terms expiring at the 2006 Annual Meeting of Shareholders.

Following are the final results of the votes cast:


	For	Withheld
Robert J. Amsdell	34,572,874	675,966
Barry L. Amsdell	32,905,300	2,343,540
Thomas A. Commes	34,631,590	617,250
John C. Dannemiller	35,062,799	186,041
William M. Diefenderfer	32,508,371	2,680,469
Harold S. Haller	35,061,399	187,441
David J. LaRue	34,631,090	617,750

ITEM 6. EXHIBITS


10.1	*†	U-Store-It Trust Deferred Trustees Plan, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed June 6, 2005

10.2		Lease, dated June 29, 2005 by and between Amsdell and Amsdell and U-Store-It, L.P.

10.3		Lease, dated June 29, 2005 by and between Amsdell and Amsdell and U-Store-It, L.P.

10.4		Non-Exclusive Aircraft Lease Agreement dated July 1, 2005 by and between Aqua Sun Investments, L.L.C. and U-Store-It, L.P.

10.5		Amendment to Purchase and Sale Agreement, dated May 31, 2005 by and between U-Store-It, L.P. and various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. named therein.

10.6		Second Amendment to Purchase and Sale Agreement, dated July 5, 2005 by and between U-Store-It, L.P. and various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. named therein.

10.7		Third Amendment to Purchase and Sale Agreement, dated July 20, 2005 by and between U-Store-It, L.P. and various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. named therein.

31.1		Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Acknowledgement and Agreement of Adjustment to Acquisition Consideration, dated May 14, 2005 by and between Rising Tide Development, LLC and U-Store-It, L.P.

*	Incorporated herein by reference as above indicated

†	Denotes a management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2005


U-STORE-IT TRUST

By:		/ S / S TEVEN G. O SGOOD
		Steven G. Osgood, President and Chief Financial Officer

(Signing on behalf of Registrant as a duly authorized officer of Registrant and signing as the Principal Financial Officer of Registrant)

Exhibit 10.2

LEASE

THIS LEASE (“Lease”) is made as of this 29 ^th day of June, 2005, and is effective as of May 7, 2005, between AMSDELL AND AMSDELL, an Ohio general partnership (“Landlord”) and U-Store-It, L.P., a Delaware Limited Partnership (“Tenant”).

ARTICLE I

PREMISES, TERM AND USE

1.1 Premises . In consideration of the rents, covenants and agreements herein contained, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises (“Premises”) containing approximately One Thousand Three Hundred Thirty Nine (1,339) square feet of Usable Space (as hereinafter defined) and approximately One Thousand Five Hundred Eighty Eight (1,588) square feet of Rentable Space (as hereinafter defined), and known as Suite “120” located in a building (“Building”) known as The Parkview Building, 6745 Engle Road, Middleburg Heights, Cuyahoga County, Ohio 44130, as further described on Exhibit A-1 attached hereto and made a part hereof. As used herein, “Landlord’s Property” means the real property described on Exhibit A and all improvements now or hereafter constructed thereon.

1.2 Common Areas . Landlord hereby grants to Tenant a non-exclusive license to use, in common with all others to whom Landlord has or may hereafter grant such license, the Common Areas (as hereinafter defined) located on Landlord’s Property. “Common Areas” means the parking areas, roadways, pedestrian sidewalks, delivery areas, landscaped areas and all other areas or improvements designated by Landlord, from time to time, for the common use of the tenants or occupants of Landlord’s Property. Tenant shall keep the Common Areas free and clear of litter, trash and debris resulting from or attributable to Tenant’s operation from the Premises and shall cause its employees to park only in the portion of the Common Areas specifically designated by Landlord for parking. Parking shall not be permitted on Landlord’s Property for more than twenty-four (24) consecutive hours or on any public or private street adjacent to Landlord’s Property. Tenant shall not obstruct, interfere with or impede the use of the Common Areas. Landlord reserves the right, with respect to the Common Areas and Landlord’s Property, to (a) establish rules and regulations for the use thereof; (b) temporarily close all or any portion thereof as Landlord deems necessary to prevent the dedication thereof or the accrual of any rights to any person or to the public therein; (c) increase, diminish, change or reconfigure the layout of the Common Areas and to rent portions thereof; (d) install, place upon or affix to the roof over the Premises and the exterior walls of the Premises, such equipment, signs, displays, antennas and other objects or structures of any kind as Landlord may desire; and (e) increase, decrease, reconfigure and/or add to Landlord’s Property. Landlord shall maintain the Common Areas in good condition and repair and reasonably clear of snow and debris.

1.3 Term . Subject to Section 3.2(a) hereof, the term of this Lease shall be six (6) days less than two (2) years commencing on May 7, 2005 (“Commencement Date”) and ending on April 30, 2007.

1.4 Option to Extend . Provided Tenant is not in default hereunder at the time of the exercise of the option to extend and/or at the commencement of the extension term, as the case may be, Landlord hereby grants Tenant one (1) option to extend this Lease for three (3) years upon the same terms and conditions contained herein, except that there shall be no further options to extend this Lease and Fixed Minimum Rent (as hereinafter defined) shall be established pursuant to Section 2.1(b) hereof. To exercise an option to extend, Tenant shall give Landlord written notice of Tenant’s election to do so at least six (6) months prior to the expiration of the original term.

1.5 Use . Tenant shall use the Premises for only the following use and purpose: general office purposes. Contemporaneously with the execution of this Lease, Tenant shall provide Landlord with a letter in the form of Exhibit B attached hereto and made a part hereof. Tenant acknowledges that Tenant has determined and verified

that such use is permitted by applicable zoning and other laws. Landlord will obtain an occupancy permit from the City of Middleburg Heights for Tenant’s use of the Premises. Tenant shall use and occupy the Premises in a safe and careful manner, without committing or permitting waste, and Tenant shall, at Tenant’s sole cost and expense, conform to and obey all laws, ordinances, rules, regulations and orders of any governmental bodies having jurisdiction over the Premises applicable to the use and occupancy of the Premises and any repairs or work performed on the Premises by Tenant or at the request of Tenant. If Tenant’s activities on the Premises produce gases, vapors, odors, smoke or residuary material disturbing to Landlord or other tenants or occupants of Landlord’s Property, then upon Landlord’s request, Tenant shall immediately cease such activity or install ventilating or other equipment sufficient, in Landlord’s reasonable judgment, to eliminate the disturbance. If Tenant’s use of the Premises increases the cost of Landlord’s Insurance (as hereinafter defined) with respect to Landlord’s Property or the cost of insurance for any other tenant of Landlord’s Property, then Tenant shall reimburse Landlord or such other tenant, as the case may be, for such additional cost upon demand. Tenant shall not display or store any merchandise outside of the Premises or in any way obstruct the sidewalks adjacent thereto, or burn or place garbage, rubbish, trash, merchandise, containers or any other items outside of the Premises, except in suitable containers therefor in the areas designated for rubbish removal by Landlord. Unless Landlord provides rubbish removal services, in which event Tenant shall reimburse Landlord for the cost thereof within ten (10) days after demand, Tenant shall, at its sole cost and expense, provide for the removal of its rubbish as and when necessary as required to keep the Premises in a clean, safe and healthy condition, but in any event at least one (1) time per week. If Tenant fails to provide for the removal of its rubbish, then Landlord may cause the same to be removed and Tenant shall reimburse Landlord for the cost thereof immediately upon demand. Tenant will not permit the Premises to be vacant or abandoned or be used in any way which may be a nuisance, annoyance or inconvenience or which may result in damage to Landlord or other tenants of Landlord’s Property.

1.6 Hazardous Materials . Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept or used in or about the Premises or any other portion of Landlord’s Property. “Hazardous Material” means any substance or waste containing hazardous substances, pollutants or contaminants as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and any other substance similarly defined or identified in any other federal, state or local law, rule or regulation governing the manufacture, import, use, handling, storage, processing, release or disposal of substances or wastes deemed hazardous, toxic, dangerous or injurious to public health or to the environment. Hazardous Material also includes, without limitation, asbestos, asbestos-containing materials, petroleum or petroleum-based products, lead-based products, polychlorinated biphenyls (PCB’s), infectious wastes and radon.

1.7 “ Usable Space” Defined . As used in this Lease the term “Usable Space” measures the actual occupiable area of the Premises and shall mean (x) the area as computed by measuring the inside finished surface of the dominant portion of the permanent outer walls of the Building, the finished surface of the office side of corridors and other permanent walls which separate the Premises from the Building core or public corridor or common area, and the center line of any partition which separates the Premises from adjoining premises. No deductions shall be made for space occupied by structural or functional columns and projections and (y) with respect to the Building, the aggregate of the usable area of all space in the Building being offered by lease by Landlord as determined in accordance with the aforedescribed method of measurement.

1.8 “Rentable Space” Defined . “Rentable Space” means the area of the Premises measured from the inside face of the glass in the exterior walls of the Building, the inside face of the surface of walls facing the Building core or a public corridor or common area and the center line of any partition that separates the Premises from adjoining tenant spaces together with (i) a portion of the Building outside of the Premises including the common or public areas and (ii) spaces occupied by structural or functional columns and projections.

ARTICLE II

RENT, OPERATING COSTS, OTHER CHARGES AND SECURITY DEPOSIT

2.1 Fixed Minimum Rent .

(a) Tenant shall pay to Landlord, without deduction, set-off or demand, as Fixed Minimum Rent (“Fixed Minimum Rent”) the following:

(i)

Subject to the provisions of Section 2.8 of this Lease, for the period from May 7, 2005 to April 30, 2006, the sum of Twenty One Thousand Six Hundred and 00/100ths Dollars ($21,600.00) per annum [One Thousand Eight Hundred and 00/100ths Dollars ($1,800.00) per month], except that for the partial month of May 7, 2005 to May 31, 2005 the prorated amount shall be One Thousand Four Hundred Fifty-One and 61/100 Dollars ($1,451.61).

(ii)

For the period from May 1, 2006 to April 30, 2007, the sum of Twenty Two Thousand Eight Hundred and 00/100ths Dollars ($22,800.00) per annum [One Thousand Nine Hundred and 00/100ths Dollars ($1,900.00) per month].

Monthly installments of Fixed Minimum Rent shall be payable to Landlord at the address of Landlord set forth in Section 8.11 hereof or at such other address as Landlord may, from time to time, direct. Each installment of Fixed Minimum Rent shall be due and payable in advance on the first day of each month during the term hereof except that the first month’s Fixed Minimum Rent shall be due and payable upon the execution of this Lease by Tenant. If Tenant occupies the Premises prior to the Commencement Date or for any partial month, then the Fixed Minimum Rent and all other charges hereunder for such period of occupancy prior to the Commencement Date or for such partial month shall be prorated on a daily basis based on a thirty (30) day month.


For Period	Monthly Fixed Minimum Rent for Premises		Monthly Payment for Tenant’s Proportionate Share of C.A.M.		Total Monthly Payment
May 7, 2005 to May 31, 2005	$	1,451.61	$	0.00	$	1,451.61
June 1, 2005 to April 30, 2006	$	1,800.00	$	0.00	$	1,800.00
May 1, 2006 to April 30, 2007	$	1,900.00	$	0.00	$	1,900.00

(b) If Tenant timely exercises an option to extend pursuant to Section 1.4 hereof, then the Fixed Minimum Rent payable by Tenant during the renewal term shall be at the then prevailing market rates.

2.2 Common Area Maintenance Charges . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share (as hereinafter defined) of all costs and expenses associated with Common Area Maintenance Charges (“C.A.M.”) incurred by Landlord during the calendar year 2004 (“Base Year”) in connection with the ownership, management, maintenance, repair and operation of Landlord’s Property, including, without limitation, a heating, ventilating and air-conditioning annual service agreement; maintaining, repairing, replacing, striping and sweeping parking lots, driveways and private roads, loading areas and easement areas; all electricity, sewer, water and other utility costs in connection with the Common Areas not separately metered to tenants; sewer and water usage for the Premises; landscape maintenance and replacement, snow removal; dumpster service; costs and expenses incurred by Landlord in protesting Taxes (as hereinafter defined), and all other items reasonably necessary for the operation or preservation of Landlord’s Property in a first-class condition, including any replacement or structural reserves; the cost of providing the fire monitoring for the Premises as provided by Silent Security Signal, a Division of Cleveland Security Patrol; and an administration fee equal to seven and one-half percent (7.5%) of the foregoing costs. In the event that the Landlord’s costs and expenses associated with C.A.M. exceeds the amount payable during the Base Year, then in such event, Tenant shall pay to Landlord in equal monthly installments, in advance with payments of Fixed Minimum Rent, an amount equal to one-twelfth (1/12 ^th ) of the estimated amount of Tenant’s Proportionate Share of C.A.M.

2.3 Utilities . The Fixed Minimum Rent payable hereunder includes all electricity, gas and any other utilities furnished to the Premises during the term hereof. Landlord shall have no liability to Tenant or any other party for any interruption in utility services or for the failure to furnish same. Notwithstanding the foregoing, Tenant shall be responsible for the payment of all electric charges for lights and outlets at the Premises.

2.4 Taxes and Assessments . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all real estate taxes or assessments, both general and special (collectively, “Taxes”), levied upon the Property during the calendar year 2004 (“Base Year”) based upon an amount of One and 45/100ths Dollars ($1.45) per square foot per annum. In the event that the amount of Taxes payable during the term of this Lease exceed the amount of Taxes payable during the Base Year, then in such event Tenant shall pay to Landlord in equal monthly installments, in advance with payments of fixed minimum rent, an amount equal to one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share of Taxes. Within thirty (30) days after the actual amount of Tenant’s Proportionate Share of Taxes has been determined by Landlord, based on the actual Taxes, Landlord shall notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Taxes, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Taxes theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Taxes for such year. In addition to Tenant’s Proportionate Share of Taxes, Tenant shall also reimburse Landlord, immediately upon demand, for the full amount of any increases in Taxes resulting from alterations or improvements to the Premises made by or for the benefit of Tenant. If any governmental taxing authority acting under any present or future law, ordinance or regulation shall levy, assess or impose a tax, excise and/or assessment (other than an income or franchise tax) upon Tenant for the rental payable by Tenant to Landlord pursuant to this Lease, either by way of substitution for or in addition to any existing tax on land, buildings or otherwise, then Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the cost thereof, as the case may be, immediately upon demand. The amount payable by Tenant pursuant to this Section 2.4 for the year in which this Lease commences or terminates shall be prorated based on the ratio of that portion of the term of this Lease to the applicable tax year. If the amount of Taxes payable by Landlord with respect to Landlord’s Property for the Base Year includes any special assessments (in any case, “Assessment”) that expire at any time during the term of this Lease, then, at such time as the applicable portion of the Assessment is paid in full, the amount of Taxes for the Base Year shall be recalculated to exclude the amount of the applicable portion of the Assessment that was paid in full. Commencing as of the year of such recalculation of Taxes for the Base Year and continuing for each and every year or fraction thereof during the term of this Lease following the new calculation, or until such time as Taxes for the Base Year are again recalculated, Tenant shall pay to Landlord Tenant’s Proportionate Share of any increase in Taxes based upon the adjusted Base Year amount. For purposes of this Section 2.4 and Sections 2.2 and 2.5 of this Lease, “Tenant’s Proportionate Share” means the percentage determined by dividing the number of square feet of floor area in the Premises by the total square feet of net leasable floor area from time to time contained in the buildings on Landlord’s Property. As of the date hereof, Tenant’s Proportionate Share is 3.37%. Tenant shall also pay to the applicable taxing authority when due any taxes or assessments levied against the personal property or trade fixtures brought to or installed at the Premises by or on behalf of Tenant.

2.5 Landlord’s Insurance . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all costs and expenses incurred by Landlord for insurance (“Landlord’s Insurance”) covering or relating to the Property or the operation thereof, including, without limitation, casualty, liability, worker’s compensation and rental insurance, during the term of this Lease in excess of the costs and expenses of Landlord’s Insurance during the Base Year. Tenant shall pay to Landlord in equal monthly installments, in advance and together with payments of Fixed Minimum Rent, an amount equal to one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share of all costs and expenses incurred by Landlord for insurance (“Landlord’s Insurance”) covering or relating to Landlord’s Property or the operation thereof, including, without limitation, casualty, liability, worker’s compensation and rental insurance, during the term of this Lease in excess of the costs and expenses of Landlord’s Insurance during the Base Year based upon an amount of Zero and 11/100ths Dollars ($0.11) per square foot per annum. Within thirty (30) days after the actual amount of Tenant’s Proportionate Share of Landlord’s Insurance has been determined by Landlord, based on the actual cost and expense of

Landlord’s Insurance, Landlord shall so notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Landlord’s Insurance, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Landlord’s Insurance theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Landlord’s Insurance for such year. The amount payable by Tenant pursuant to this Section 2.5 for the year in which this Lease commences or terminates shall be prorated based on the number of days in such partial year.

2.6 Late Charge and Default Interest . Notwithstanding anything in this Lease to the contrary, if Tenant fails to pay the Fixed Minimum Rent or any other charges due hereunder within five (5) days after due, then, in addition to and not in lieu of any other right or remedy available to Landlord, Tenant shall pay to Landlord a late charge from the original due date until paid in full in an amount equal to Twenty-five Dollars ($25.00) per day or one and one-half percent (1.5%) per month, or fraction thereof, whichever is greater.

2.7 Lease Year . The term “Lease Year” shall mean the period of twelve (12) months commencing on the Commencement Date and ending on the day immediately preceding the first anniversary of the Commencement Date and each successive period of twelve (12) months thereafter during the term hereof.

2.8 Security Deposit . Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum of Zeor and 00/100ths Dollars ($0.00) (“Security Deposit”) as security for the full, prompt and faithful performance by Tenant of all of its obligations hereunder and thereafter during the continuance of this Lease shall maintain on deposit with Landlord said sum. Landlord may, without prejudicing any other rights or remedies set forth herein, apply the Security Deposit, or any part thereof, toward the cost and expense of curing any default by Tenant under this Lease (including the payment of Landlord’s attorney’s fees), in which event Tenant shall restore the Security Deposit to its original amount immediately after receipt of Landlord’s written request to do so. Within thirty (30) days following the termination of this Lease and vacation of the Premises by Tenant in the condition required by this Lease, the Security Deposit, or the portion thereof remaining unapplied after the curing of every default by Tenant, shall be returned to Tenant. No interest shall be payable to Tenant on account of the Security Deposit.

ARTICLE III

CONSTRUCTION OF IMPROVEMENTS

3.1 Possession . Subject to Section 3.2(a) hereof, Tenant shall take possession of the Premises in its “as-is” condition as of the Commencement Date, shall not permit the Premises to be vacant during the term of this Lease and at the end of the term of this Lease or on the earlier termination hereof, shall deliver all keys to Landlord and leave and deliver the Premises to Landlord broom clean and in good condition and repair, reasonable wear and tear only excepted. All merchandise, property, material or waste left in the Premises (or adjacent interior or exterior areas) by Tenant after the end of the term of this Lease or the earlier termination hereof may be removed, stored, sold or otherwise disposed of by Landlord without notice to Tenant or liability to Landlord and Tenant shall reimburse Landlord for any costs incurred in connection therewith immediately upon demand.

3.2 Construction of Improvements .

(a) Landlord shall make the improvements to the Premises, if any, described as Landlord’s Work (“Landlord’s Work”) on Exhibit C attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord’s Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord’s reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord’s Work or any work performed or to be performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be

completed before portions of the Landlord’s Work are completed, is not completed by Tenant on schedule and/or results in delays in the completion of Landlord’s Work, and/or (vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a “Tenant Delay”). Tenant shall be entitled, as Tenant’s sole remedy, to an abatement of the Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord’s failure to substantially complete Landlord’s Work; provided, however, that if Landlord, in Landlord’s sole judgment, is delayed in timely substantially completing Landlord’s Work because of any Tenant Delay, then there shall be no abatement of the Fixed Minimum Rent for the period of such Tenant Delay. Except for the abatement of the Fixed Minimum Rent as set forth in the previous sentence, Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord’s failure to substantially complete Landlord’s Work. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord’s Work has been completed and accepted by Tenant.

(b) On or before the Commencement Date, Tenant shall, at its sole cost and expense, supply all installations and complete the improvements and other work, if any, described as Tenant’s Work (“Tenant’s Work”) on Exhibit C , and shall fully equip the Premises with all trade fixtures, lighting fixtures, furniture, furnishings, fixtures, floor coverings, signs, special equipment and other items of construction and personal property necessary for the completion of the Premises and the proper operating of Tenant’s business therein.

(c) Tenant shall not undertake, directly or indirectly, Tenant’s Work or any other construction work, improvements or alterations (collectively, “Alterations”), nor shall Tenant install any equipment other than trade fixtures and personal property, in the Premises without first obtaining Landlord’s written approval of the plans and specifications (“Plans”) therefor. Within thirty (30) days after the execution of this Lease, Tenant shall submit the Plans to Landlord showing in detail the Alterations Tenant is required or desires to undertake in the Premises. The Plans shall be prepared at Tenant’s sole cost and expense by an engineer or architect of recognized competence, licensed to practice in the State of Ohio and otherwise acceptable to Landlord. Tenant shall revise the Plans in accordance with and within seven (7) days after receipt of Landlord’s comments. Tenant, at Tenant’s sole cost and expense, shall obtain all building, use and occupancy permits and licenses required by applicable governmental authorities for the Alterations, for the use of the Premises and for the conduct of Tenant’s business. Tenant shall make such changes to the Plans as may be required to conform the same to the laws and ordinances applicable to the Alterations. Landlord’s approval of the Plans shall not constitute the assumption of any liability on the part of Landlord for their accuracy or conformity with building codes or any other legal requirements.

(d) The Alterations performed at the Premises by or on behalf of Tenant, including, without limitation, Tenant’s Work, whether in the nature of erection, construction, alteration or repair, shall be performed with new materials and completed in a first-class and workmanlike manner, promptly, efficiently and competently by duly qualified and, if required by Landlord, licensed persons or entities, without interference with or disruption of the operations of other tenants or users of Landlord’s Property, and in accordance with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over the Premises, including, without limitation, the Americans with Disabilities Act of 1990, as amended. Subject to Section 3.3 hereof, the Alterations shall at once when made or installed be deemed to have attached to the freehold estate and become the property of Landlord and, except as otherwise provided herein, shall remain for the benefit of Landlord at the end of the term or other termination of this Lease in as good condition and repair as when installed, reasonable wear and tear excepted, and Tenant shall not be entitled to any payment or compensation therefor.

sole cost and expense, any injury to the Premises resulting from such installation or removal. If Tenant removes lighting fixtures, then Tenant shall restore and leave in operating order and with operating bulbs or tubes the equivalent of the lighting equipment in the Premises as of the Commencement Date.

3.4 Alterations . Tenant shall not make any Alterations nor shall Tenant cause or permit any equipment or apparatus to be installed or put upon or through the roof, walls or floors of the Premises without Landlord’s written consent. Any permitted Alterations to or installations in the Premises shall be effected by Tenant, lien free without cost to Landlord and subject to the requirement’s of Sections 3.2(c) and (d) hereof.

3.5 Signs . Tenant shall not place any signs on the exterior of the Premises without Landlord’s written consent, which consent shall not be unreasonably withheld, with respect to one (1) sign advertising Tenant’s business or products provided such sign is compatible, in Landlord’s sole judgment, with the design, appearance, color and content of the other signs on the Building and otherwise complies with all applicable legal requirements. Tenant shall maintain any such sign in good condition and repair, remove such sign when necessary to permit repairs to the Building (and in any case not later than the end of the term or earlier termination of this Lease), and repair, at Tenant’s expense, any damage to the Premises caused by the installation or removal thereof. If Landlord modifies the sign criteria for Landlord’s Property, then Tenant shall promptly, at Tenant’s expense, replace any existing signs with new signs conforming to Landlord’s revised sign criteria. Landlord may remove, at Tenant’s sole cost and expense, any sign installed by Tenant in breach of this Section 3.5.

3.6 Mechanic’s Liens . Tenant shall not permit any lien or other charge to become a lien, encumbrance or charge upon the Premises, Landlord’s Property or any part thereof. In the event a lien is filed, Tenant shall discharge, satisfy or bond off the lien within ten (10) days after such lien is filed and Tenant shall indemnify, defend and save Landlord harmless from and against any and all costs, expenses, claims, losses or damages, including, without limitation, attorney’s fees, resulting therefrom or by reason thereof.

3.7 Landlord’s Lien . Tenant hereby grants to Landlord a security interest in all goods, inventory, furniture, equipment, trade fixtures and personal property (collectively, “Tenant’s Property”) belonging to Tenant which are or may be placed in the Premises during the term of this Lease together with all proceeds of the foregoing. Said security interest shall secure all amounts payable by Tenant hereunder, including all costs of collection and any other indebtedness of Tenant to Landlord. Upon the occurrence of a default by Tenant hereunder which is not cured within any applicable cure period, Landlord may, in addition to and not in lieu of any other remedies set forth herein, enter upon the Premises, by force if necessary, and take possession of Tenant’s Property without liability for trespass or conversion, and sell Tenant’s Property, or any part thereof, with or without notice to Tenant, at public or private sale, with or without having Tenant’s Property at such sale and Landlord or its assignee may purchase and apply the proceeds thereof, less any expenses incurred in connection with taking possession and selling Tenant’s Property, as a credit against any sums due by Tenant to Landlord pursuant hereto. Any surplus remaining after a sale shall be paid to Tenant and any deficiency shall be immediately paid to Landlord by Tenant. Within seven (7) days after Landlord’s request therefor, Tenant shall execute any financing statement or security agreement Landlord deems necessary to perfect such security interest in Tenant’s Property. The lien granted hereunder shall be in addition to any Landlord’s lien that may now or at any time hereafter be provided by law.

ARTICLE IV

MAINTENANCE AND DAMAGE TO THE PREMISES

occasioned by any act, failure to act or negligence of Tenant, its agents, contractors, invitees, customers or employees, in which event such repairs or replacements shall be made by Landlord, at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord for the cost thereof immediately upon demand.

4.2 Maintenance by Tenant . Tenant shall keep and maintain the Premises in a clean, healthy and safe condition and in good order, condition and repair, and, except as otherwise provided in Sections 4.1 and 4.4 hereof, shall promptly make all repairs or replacements becoming necessary during the term of this Lease, including, without limitation, repairs or replacements of windows, doors, glass (which shall be replaced with glass of the same size and quality), electrical, plumbing and sewer lines and fixtures within the Premises, walls, floor coverings and ceilings and all docks, conveyors, fire extinguishers and building appliances of every kind or nature. Tenant shall at all times maintain sufficient heat in the Premises to prevent the freezing of sprinkler and water lines. Tenant shall immediately advise Landlord of any damage to or accident in the Premises or required repairs which are Landlord’s responsibility to perform.

4.3 Access by Landlord . Landlord and its agents, employees and representatives shall be permitted to enter the Premises at all reasonable or necessary times (or immediately in the event of an emergency) to examine and inspect the condition thereof or to make repairs Landlord is required to make under this Lease or that Landlord deems necessary in the operation of Landlord’s Property. Landlord shall have the right to show the Premises to prospective tenants at all reasonable times during the last year of the term of this Lease, to maintain a “for rent” sign on the exterior of the Premises during the same period (which sign shall not be removed or obscured by Tenant) and to show the Premises at any time to prospective purchasers or mortgagees.

4.4 Damage to the Premises . If the Premises shall, without fault or neglect on the part of Tenant, its agents, employees, invitees, customers or employees, be damaged or destroyed by fire or other casualty covered by standard policies of fire and extended coverage insurance and such damage or destruction (exclusive of Tenant’s leasehold improvements) could reasonably be repaired within ninety (90) working days from the happening thereof, then Landlord shall proceed with all reasonable speed to repair such damage or destruction, exclusive of Tenant’s leasehold improvements which shall be the sole responsibility of Tenant. If the Premises cannot reasonably be restored within said ninety (90) day period, then Landlord may, but shall not be required to, elect to restore the Premises. If Landlord does not elect to restore the Premises, then this Lease shall terminate as of the date of such damage or destruction and both parties shall be released from further liability hereunder, without prejudice, however, to any rights accruing to either party prior to the date of such damage or destruction. If Landlord elects or is required to restore the Premises and promptly commences and thereafter diligently pursues such restoration, then this Lease shall not terminate, notwithstanding that the actual time required for such repairs or restoration may exceed that contemplated by the parties and Tenant shall be entitled to a temporary reduction in Fixed Minimum Rent, as determined by Landlord, corresponding to the time during which and that portion of the Premises of which Tenant is deprived of possession on account of such damage or destruction or the repair or restoration thereof undertaken by Landlord. Notwithstanding the foregoing, Landlord shall have the right to receive the full amount of the proceeds of any business interruption insurance for the undiminished Fixed Minimum Rent and there shall be no reduction in Fixed Minimum Rent if such damage or destruction was the result of the fault or neglect of Tenant, its agents, employees, invitees, customers and employees. Notwithstanding anything in this Lease to the contrary, Landlord shall not be obligated to repair the Premises and Landlord shall have the right to terminate this Lease if the Premises are substantially damaged or destroyed by fire or any other cause during the last two (2) years of the term of this Lease or if the Building (whether or not Premises are damaged or destroyed) or the Common Areas are substantially destroyed by fire or other cause. If the damage or destruction of the Premises is so minor that the Premises remain fit for occupancy, then Landlord shall repair such damage or destruction as promptly as reasonably possible and there shall be no abatement of Fixed Minimum Rent as a result thereof.

ARTICLE V

INSURANCE

5.1 Indemnity and Liability Insurance . Tenant shall indemnify, defend and save Landlord harmless from and against any claim, action, loss or liability for injury to or death of persons and/or loss or damage to property, damages, costs and expenses (including, without limitation, attorneys’ fees and court costs) occasioned by or resulting from, in whole or in part, directly or indirectly, Tenant’s use of the Premises, Tenant’s default hereunder or from any other act or omission of Tenant or anyone claiming by, through or under Tenant. The foregoing specifically includes, without limitation, all foreseeable and unforeseeable damages, directly or indirectly arising out of the presence, use, generation, storage, release, threatened release or disposal (whether on or about the Premises) on Landlord’s Property of any Hazardous Material. Such damages shall include, without limitation: (i) the cost of any required or necessary repair, clean-up or detoxification; (ii) any closure expenses; and (iii) the cost of preparing any required plans relating to the presence, use, generation, storage, release, threatened release or disposal of any Hazardous Material. Tenant’s indemnity of Landlord shall be required in addition to the insurance required under this Section 5.1 and such indemnity shall commence on the date Tenant takes possession of the Premises and shall survive the termination of this Lease. During the term of this Lease, Tenant shall, at its sole cost and expense, carry commercial general liability and general liability with general aggregate amount and per occurrence limit insurance, with malicious mischief and vandalism endorsements, with limits of at least Two Million Dollars ($2,000,000) per occurrence for personal and bodily injury and at least One Million Dollars ($1,000,000) per occurrence for property damage, broad form boiler and machinery insurance adequate to cover the full replacement value of all improvements and betterments and such additional insurance and/or with such higher limits as Landlord may reasonably require, with Landlord, Robert J. Amsdell, Trustee and any mortgagees of Landlord and/or Robert J. Amsdell, Trustee named as additional insureds, as their interests may appear, which policies shall provide that the same may not be canceled, terminated or materially amended without at least thirty (30) days’ prior written notice to Landlord and/or Robert J. Amsdell, Trustee. A copy of such policy (or a certificate on Acord Form 25-S thereof) shall be kept on deposit with Landlord and delivered to Landlord prior to the date that Tenant takes possession of the Premises and at any other time requested by Landlord and/or Robert J. Amsdell, Trustee.

5.2 Contractor’s Insurance . Tenant shall require each contractor performing work in, on or about the Premises for or on behalf of Tenant to secure and keep in force, at no expense to Landlord, comprehensive general liability insurance, including contractor’s liability coverage, contractual liability coverage, completed operations coverage, broad form property damage endorsement and contractor’s protective liability coverage, including independent contractors, with the limit for each occurrence of at least One Million Dollars ($1,000,000) for personal and bodily injury and One Million Dollars ($1,000,000) for property damage, with Landlord and any mortgagees of Landlord named as additional insureds. A copy of such policy (or certificate thereof) shall be delivered to Landlord prior to the date that any such work is performed at the Premises.

5.3 Damage to Contents . Landlord shall have no responsibility for the care or safety of merchandise or other property kept on the Premises by Tenant or any party claiming by, through or under Tenant, all of which shall be brought to the Premises at such party’s sole risk, and Landlord shall not be liable for any damage caused, directly or indirectly, by (i) acts or omissions of other tenants of Landlord’s Property or the theft or misappropriation of any such merchandise or property; (ii) water or steam leaking, escaping or bursting from any sprinkler equipment, water, steam or other pipes, washstands, tanks, water closets or sewers in, above, under, upon or about the Premises; (iii) water, snow or ice being upon or coming through the roof, skylights, windows, trapdoors or otherwise; or (iv) any part of the Building becoming out of repair. Notwithstanding anything contained herein to the contrary, Landlord shall have no obligation to provide security for the Common Areas or any other portion of Landlord’s Property.

Premises, Landlord’s Property, personal property or business of either of them or of anyone claiming through either of them caused by any of the perils coverable (whether or not covered) by all risk fire and extended coverage insurance, contents and/or business interruption insurance (irrespective of whether or not such insurance coverage is in fact covered or obtained), or by any other insurance for damage to property carried by the party whose property was damaged, notwithstanding that any such damage may be due to the negligence of either party or persons claiming by, through or under them. Each party shall have their respective insurance policies endorsed to reflect the provisions of this Section 5.4.

ARTICLE VI

EMINENT DOMAIN

6.1 Eminent Domain . Appropriation of all of the Premises shall terminate this Lease as of the date thereof. If more than fifteen percent (15%), but not all of the Premises are appropriated and loss of the part so appropriated would have a substantial detrimental effect on Tenant’s use of the Premises or more than twenty percent (20%) of the Common Areas are appropriated, in each case as determined by Landlord, then Landlord may terminate this Lease by written notice to Tenant within a period of fifteen (15) days after such appropriation. If less than fifteen percent (15%) of the Premises are appropriated or if Landlord does not exercise its termination right, then Landlord shall proceed with all reasonable speed to repair any damage to the Premises caused by the partial appropriation and Tenant shall be entitled to a reasonable adjustment in Fixed Minimum Rent accruing hereunder from the date of appropriation, proportionate to that part of the Premises so taken, as determined by Landlord.

6.2 Proceeds of Eminent Domain . Tenant shall not be entitled to any part of any award or settlement of damages representing the value of land and buildings appropriated, or any estate (including leasehold) therein, or damage to the residue of the Premises or other property of Landlord, it being agreed that as between Landlord and Tenant any such award shall be the sole property of Landlord. Tenant may file a claim for moving expenses and relocation costs and shall be entitled to all proceeds specifically allocated by the condemning authority on account thereof provided such award does not decrease any award due Landlord. No appropriation of part or all of the Premises or termination of this Lease pursuant to this Section 6.2 shall be deemed an eviction of Tenant, or a breach of any covenant of Landlord hereunder. For purposes of this Article VI, “appropriation” or “appropriated” means a taking in condemnation proceedings by right of eminent domain or a conveyance by Landlord to a public or quasi-public authority under threat of condemnation and the date of appropriation shall be the date on which any such event occurs.

ARTICLE VII

DEFAULT

guarantor is reorganized or there is an arrangement by Tenant or any such guarantor with its creditors, whether pursuant to applicable bankruptcy laws or any similar federal or state proceeding, unless such petition is filed by a party other than Tenant or any such guarantor and such petition is withdrawn or dismissed within fifteen (15) days after the date of its filing; (h) Tenant disposes of all or substantially all of its assets in bulk or makes an assignment for benefit of its creditors; or (i) the taking, sale or transfer of Tenant’s interest in the Premises under attachment, execution or other process at law or equity, then and in any such instance, without further notice to Tenant, Landlord, in addition to and not in lieu of any of the other remedies available to it at law or in equity, may (x) enter upon the Premises and terminate this Lease, in which event the obligations of Tenant hereunder shall cease, without prejudice, however, to the right of Landlord to recover from Tenant any sums due Landlord for Fixed Minimum Rent or otherwise to the date of entry, and in addition, as liquidated damages, a sum equal to the Fixed Minimum Rent and any other sums payable hereunder remaining unpaid for the unexpired portion of the term of this Lease discounted at the rate of four percent (4%) per annum to present net worth, plus the estimated expenses and cost of reletting (including, without limitation, broker’s commission, remodeling and redecorating expenses and attorneys’ fees), except that if Tenant is adjudicated a bankrupt, Landlord shall, in lieu of such liquidated damages, be allowed a claim in the bankruptcy proceeding for future Fixed Minimum Rent to the extent permitted by applicable bankruptcy laws; (y) enter upon the Premises without terminating this Lease, expel or remove Tenant or any other party occupying the Premises, by force if necessary, without any liability to Tenant or any other party on account thereof and relet the Premises, in Landlord’s name for the account of Tenant, for the remainder of the term of this Lease at the amount of Fixed Minimum Rent then attainable and immediately recover from Tenant any deficiency for the balance of the term of this Lease between the amount for which the Premises were relet and the Fixed Minimum Rent provided hereunder discounted at the rate of four percent (4%) per annum to present net worth, plus any expenses and costs of reletting (including, without limitation, broker’s commissions, remodeling and redecorating expenses and attorney’s fees); or (z) cure the default at Tenant’s sole cost and expense, in which event Tenant shall reimburse Landlord, upon demand, for Landlord’s cost and expense of such performance together with interest (“Default Rate”) at the greater of fifteen percent (15%) per annum or three percent (3%) in excess of the publicly announced “prime” or “base” rate of interest from time to time charged by any bank selected by Landlord with offices located in Cleveland, Ohio; provided, however, that in no event shall the Default Rate exceed the highest rate of interest permitted by applicable law.

7.2 Repeated Default . Notwithstanding anything set forth in this Lease to the contrary, if Tenant defaults in the timely payment of Fixed Minimum Rent or any other charge or in the performance of its other agreements hereunder, and if any such default shall be repeated two (2) times in any period of twelve (12) consecutive months, then, notwithstanding that such default shall have been cured within the cure period provided in Section 7.1 hereof, any further similar default within said twelve (12) month period shall be deemed to be a “Repeated Default”. In the event of a Repeated Default, Tenant shall have no right to cure same and Landlord, without giving Tenant any notice or the opportunity to cure such default, may exercise all rights and remedies available to Landlord pursuant to Section 7.1 hereof, including, without limitation, the right to terminate this Lease. If Tenant defaults under this Lease more than one (1) time in any twelve (12) month period, irrespective of whether such default is cured by Tenant or waived by Landlord, then, immediately upon demand by Landlord, Tenant shall immediately increase the Security Deposit to an amount equal to the greater of (a) three (3) times the amount set forth in Section 2.6 or (b) one-fourth (1/4th) of the then applicable annual Fixed Minimum Rent.

7.3 Remedies and Waiver .

(a) The remedies provided to Landlord hereunder are cumulative and intended to be in addition to and not in lieu of any other remedies, including specific performance and/or injunctive relief, which may be available to Landlord at law or in equity. No obligation, term, covenant, condition, or agreement in this Lease (collectively, “Obligation”) shall be deemed waived by Landlord unless such waiver is in writing and signed by Landlord. No waiver of any Obligation by Landlord will imply or constitute the further waiver of that or any other Obligation. The failure of Landlord to (i) seek redress for the breach of, or default in, or (ii) insist upon the strict performance of, any Obligation or of any of the rules and regulations set forth

herein or hereinafter adopted by Landlord, shall not be deemed a waiver of any rights or remedies Landlord may have, and shall not be deemed a waiver of any subsequent breach of, or default in, such Obligation or such rules and regulations.

(b) No act or thing done by Landlord or Landlord’s agents during the term of this Lease will be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender will be valid unless in writing, signed by Landlord. The delivery of Tenant’s keys to any employee or agent of Landlord will not constitute a termination of this Lease unless Landlord has entered into a written agreement to that effect.

(c) No payment by Tenant, nor receipt by Landlord, of a lesser amount than the Fixed Minimum Rent or other charges stipulated in this Lease will be deemed to be anything other than a payment on account of the earliest stipulated rent. No endorsement or statement of any check, or any letter accompanying any check or payment as Fixed Minimum Rent, will be deemed an accord and satisfaction. Landlord will accept the check for payment without prejudice to Landlord’s right to recover the balance of such rent or to pursue any other remedy available to Landlord.

(d) If this Lease is assigned, or if the Premises or any part of the Premises are sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the Fixed Minimum Rent reserved in this Lease. That collection will not be deemed a waiver of the covenant of this Lease against assignment and subletting, or the acceptance of the assignee, subtenant, or occupant as a tenant, or a release of Tenant from the complete performance by Tenant of its covenants in this Lease.

ARTICLE VIII

MISCELLANEOUS

8.1 Quiet Enjoyment . If Tenant pays the Fixed Minimum Rent and other charges herein provided and timely performs all of the other covenants and agreements herein stipulated to be performed on Tenant’s part, then Tenant shall, at all times during the term of this Lease, have the peaceable and quiet enjoyment and possession of the Premises without any manner of hindrance from Landlord or any person lawfully claiming by, under or through Landlord, except as to any portion of the Premises that may be taken by eminent domain and subject to any mortgages, easements, restrictions, covenants or other agreements now or hereafter of record with respect to Landlord’s Property, or any part thereof.

8.2 Assignment . Tenant shall not assign this Lease, or any interest herein, or sublet the Premises, in whole or in part, by operation of law or otherwise, or permit the Premises to be occupied or used by any other person or entity without Landlord’s written consent, which consent is not to be unreasonably withheld. A transfer by operation of law, merger or consolidation, or a change of more than ten percent (10%) in ownership of the voting stock or partnership or membership interests of Tenant (if Tenant is a corporation, partnership or limited liability company, as the case may be) shall be deemed an assignment for purposes of this Section 8.2. Any purported assignment or subletting not in compliance herewith shall be void and of no force or effect. Any assignment, subletting or other transfer, even with the consent of Landlord, shall not relieve Tenant from primary liability for the payment of Fixed Minimum Rent and other charges or from Tenant’s primary obligation to keep and be bound by the terms, conditions and covenants of this Lease. If Tenant requests Landlord’s consent to any assignment, subletting or other transfer, then Tenant shall, upon demand, reimburse Landlord for Landlord’s administrative, legal and other costs in reviewing Tenant’s request, which costs shall not exceed Five Hundred Dollars ($500.00). Landlord shall be entitled to any profits derived by Tenant as a result of any permitted assignment of this Lease or permitted sublease of the Premises. At Landlord’s option, Landlord may elect to collect Fixed Minimum Rent directly from any assignee or subtenant.

8.3 Memorandum of Lease . Neither this Lease nor any short form or memorandum hereof shall be recorded.

8.4 Estoppel Certificate/Subordination .

(a) This Lease is and shall at all times, unless Landlord shall otherwise elect, be subject and subordinate to all covenants, restrictions, easements, encumbrances, ground or underlying leases and mortgages (which for purposes hereof include deeds of trust), as the same may be amended, modified, replaced or consolidated, now or hereafter affecting the fee title to Landlord’s Property or any part hereof.

(b) Although the provisions of this Section 8.4 are intended to be self-operative without the requirement of any further action on the part of Landlord or Tenant or any other party, Tenant covenants and agrees that Tenant shall within seven (7) days after Landlord’s written request, execute and deliver to Landlord, at no cost and expense to Landlord: (i) any documents necessary to subordinate this Lease to any rights and/or easements for utilities, ingress, parking, party walls and/or common walls and to the lien of any mortgage Landlord desires to place on Landlord’s Property; and/or (ii) an estoppel certificate to Landlord or any proposed mortgagee or purchaser of all or any portion of Landlord’s Property certifying that this Lease is in full force and effect, that there are no defenses or offsets thereto on Tenant’s part, if such is the case, or if not, stating those claimed by Tenant, and further certifying to such other matters as Landlord or any such mortgagee or purchaser may request.

8.5 Sale by Landlord . In the event of the sale or transfer of the Premises or Landlord’s Property, Landlord shall automatically be deemed released from all liability and obligations under this Lease as of the effective date of such sale or transfer.

8.6 Attornment . If any person shall succeed to all or part of Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale or otherwise and if so requested or required by such successor-in-interest, Tenant shall attorn to such successor-in-interest and, within seven (7) days after Landlord’s written request, shall execute an agreement in confirmation of such attornment on the form that such successor-in-interest shall request.

8.7 Rules and Regulations . Landlord shall have the right to make and amend from time to time, and Tenant agrees to observe and cause its agents, employees, invitees and customers to observe, such rules and regulations respecting the use and occupancy of the Premises and the Common Areas as Landlord may deem necessary or proper for the preservation, safety, care, cleanliness and operation of Landlord’s Property. A copy of any such rules and regulations will be provided to Tenant in writing.

8.8 Relationship of the Parties . Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venture or any association whatsoever between Landlord and Tenant, other than the relationship of Landlord and Tenant.

8.9 Holdover . If Tenant remains in possession of the Premises after the expiration of the term of this Lease, then Tenant shall be deemed a tenant of the Premises at sufferance subject to all of the terms and provisions hereof, except only as to the term of this Lease and the Fixed Minimum Rent payable during the holdover period shall be two (2) times the highest rate of Fixed Minimum Rent payable during the term of this Lease and Tenant shall be liable for all damages resulting from Tenant’s failure to vacate the Premises as required herein.

8.10 Force Majeure . If Landlord or Tenant is delayed, hindered in or prevented from the performance of any act required hereunder (other than the payment of Fixed Minimum Rent and other charges payable by Tenant) by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, riots, insurrection, the act, failure to act or default of the other party, war or any other reason beyond the reasonable control of the party who is seeking additional time for the performance of such act, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a reasonable period, not to exceed a period equivalent to the period of such delay.

8.11 Notices . Any notice required or permitted to be given hereunder shall be in writing and sent by certified mail, return receipt requested, messenger delivery or nationally recognized overnight courier (provided a receipt is given), to Tenant at 6745 Engle Road, Suite 300, Cleveland, OH 44130, Attention: Steven G. Osgood and to Landlord at 6745 Engle Road, Suite 110, Middleburg Heights, Ohio 44130, Attention: Barry L. Amsdell, or to such other address as either party may from time to time designate in writing. Notice sent by: (i) certified mail, return receipt requested, shall be deemed received on the third (3rd) business day after deposit in the United States mail, postage prepaid; (ii) messenger delivery shall be deemed received upon confirmation of such delivery by the messenger service; and (iii) overnight courier shall be deemed received on the next business day after dispatch.

8.12 Personal Liability . Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed, that: (i) there shall be no personal liability of whatsoever nature imposed upon Landlord, its successors or assigns, any partner of Landlord, whether general or limited if Landlord is a partnership, nor its officers, directors or shareholders, if Landlord is a corporation, nor its members or managers, if Landlord is a limited liability company, or their respective heirs, personal representatives, successors or assigns, or any mortgagee in possession with respect to any of the terms, covenants or conditions of this Lease; (ii) in the event that Landlord shall commit a default or breach of any of the terms, covenants or conditions hereof and Tenant shall obtain a judgment against Landlord for such default or breach, Tenant’s sole and exclusive remedy for the enforcement and collection of such judgment shall be the institution of foreclosure or other appropriate execution proceedings solely against the Premises; and (iii) regardless of whether or not the proceedings described in “(ii)” immediately above shall result in a complete satisfaction of Tenant’s judgment, in no event (whether by proceedings at law, in equity, administrative proceedings or otherwise) shall any deficiency or other personal judgment be rendered or enforced against Landlord, its successors and assigns, any partner of Landlord, whether general or limited if Landlord is a partnership, nor its officers, directors or shareholders, if Landlord is a corporation, nor its members or managers, if Landlord is a limited liability company, or their respective heirs, personal representatives, successors or assigns, or any mortgagee in possession.

8.13 Broker . Tenant represents and warrants that the no real estate brokers or finders have shown the Premises to Tenant or initiated the Lease of the Premises to. Tenant shall, indemnify, defend and save Landlord harmless from and against any claims by any other party claiming to have shown the Premises to Tenant or initiated the Lease of the Premises to Tenant.

8.14 Power of Attorney . If Tenant fails to execute, acknowledge and deliver any document or agreement required to be provided to Landlord under the provisions of this Lease within the time period specified herein, then Tenant does hereby appoint, make and constitute Landlord as Tenant’s attorney-in-fact to execute, acknowledge and deliver such agreement or document on Tenant’s behalf.

8.15 Arbitration . Any disagreement arising out of this Lease or from any breach hereof which shall involve a claim in excess of Three Thousand Dollars ($3,000.00) shall be decided by arbitration in Cleveland, Ohio, in accordance with the Arbitration Rules of the American Arbitration Association then in effect. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law and the award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party to this Lease and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the subject claim or dispute arises and in no event shall be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by any applicable statue of limitations.

8.16 Bad Checks . In the event that any of Tenant’s checks payable to Landlord shall be returned for insufficient funds, Landlord shall have the right to demand from Tenant that all future payments of Fixed Minimum Rent and any other charges be made by certified or bank check or money order, and Landlord shall not be required to accept any check from Tenant which does not so conform.

8.17 Authority to Sign . If Tenant is a corporation, partnership (general or limited), limited liability company or trust, each person signing this Lease as an officer, partner, manager, member or trustee of Tenant represents to Landlord that such person is authorized to execute this Lease without the necessity of obtaining any other signature of any officer, partner, manager, member, trustee or beneficiary, that the execution of this Lease has been properly authorized by the Board of Directors of the corporation, by the partners of the partnership, the members and/or managers of the limited liability company or the trustee or the trust, as the case may be, and that this Lease is fully binding on Tenant.

8.18 Confidentiality . Tenant shall keep the terms of this Lease and all other information obtained by it or its representatives from Landlord during the negotiation hereof and/or during the term hereof in strict confidence and shall not disclose such terms and/or other information except to the extent reasonably required in connection with its occupancy of the Premises. Any such disclosure shall be limited to (i) prospective or potential shareholders, partners or investors of Tenant; (ii) persons, firms or entities who may extend credit or financing to Tenant; (iii) persons, firms, entities or governmental agencies to whom Tenant is required to make financial or other disclosures; and (iv) persons, firms or entities to whom Tenant is negotiating a potential assignment or subletting agreement subject to the provisions of Section 8.2. Should this Lease be terminated for any reason whatsoever, the foregoing obligation of confidentiality shall nevertheless remain in full force and effect. In any event, if Tenant fails to observe such obligation, such failure shall be deemed a non-curable event of default and Landlord shall have the right to terminate this Lease by reason thereof upon notice to Tenant.

8.19 Miscellaneous . This Lease contains the entire agreement between the parties hereto and there are no promises, representations or inducements except as set forth herein. This Lease may not be amended or modified except by an instrument in writing signed by Landlord and Tenant. If any term, condition or provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then the other provisions of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. This Lease shall be governed by and construed and enforced in accordance with the laws of the State of Ohio. This Lease and all the covenants, provisions and conditions herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, however, that no assignment of Tenant’s interest in this Lease in violation of any of the provisions hereof shall vest in the assignee any right, title or interest whatsoever. This Lease may be executed in multiple counterparts, all of which when taken together shall constitute one binding agreement. Neuter pronouns shall be read as masculine or feminine words in the singular person as plural, if the nature or number of the parties so requires. The word “term” when used to refer to the period for which the Premises are let and leased shall include the original term and any renewal or extension thereof including (where not inconsistent with the specific provisions hereof) any period of holding over. The captions of Articles, Sections, Paragraphs and Subparagraphs are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles, Sections, Paragraphs and Subparagraphs.

8.20 Financials . Upon Landlord’s request therefor, Tenant agrees to provide Landlord with Tenant’s current financial reports or statements.

IN WITNESS WHEREOF, this Lease has been executed by Landlord and Tenant as of the date first above written.


LANDLORD:
AMSDELL AND AMSDELL, an Ohio general partnership

By:		/s/ Jeffrey B. Amsdell
		Jeffrey B. Amsdell, Director of Operations


TENANT:
U-STORE-IT, L.P.,
A Delaware Limited Partnership
By:		U-STORE-IT TRUST, its General Partner

By:		/s/ Steven G. Osgood
		Steven G. Osgood, President and Chief Financial Officer

Taxpayer Identification Number: 34-1837021

Exhibit 10.3

LEASE

THIS LEASE (“Lease”) is made as of this 29 ^th day of June, 2005, and is effective as of May 1, 2005, between AMSDELL AND AMSDELL, an Ohio general partnership (“Landlord”) and U-Store-lt, L.P., a Delaware Limited Partnership (“Tenant”).

ARTICLE I

PREMISES, TERM AND USE

1.1 Premises . In consideration of the rents, covenants and agreements herein contained, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises (“Premises”) containing approximately three thousand five hundred (3,500) square feet of total area comprised of approximately three thousand five hundred (3,500) square feet of office space, computed on outside dimensions, as depicted on the drawing attached hereto and made a part hereof as Exhibit A and known as Suites “I – J” located in a building (“Building”) known as Building II, 6779 Engle Road, Middleburg Heights, Cuyahoga County, Ohio 44130, as further described on Exhibit B attached hereto and made a part hereof. As used herein, “Landlord’s Property” means the real property described on Exhibit B and all improvements now or hereafter constructed thereon.

1.3 Term . Subject to Section 3.2(a) hereof, the term of this Lease shall be Month-to-Month commencing on May 1, 2005.

1.4 Use . Tenant shall use the Premises for only the following use and purpose: general office use. Contemporaneously with the execution of this Lease, Tenant shall provide Landlord with a letter in the form of Exhibit C attached hereto and made a part hereof. Tenant acknowledges that Tenant has determined and verified that such use is permitted by applicable zoning and other laws. Landlord will obtain an occupancy permit from the City of Middleburg Heights for Tenant’s use of the Premises. Tenant shall use and occupy the Premises in a safe and careful manner, without committing or permitting waste, and Tenant shall, at Tenant’s sole cost and expense, conform to and obey all laws, ordinances, rules, regulations and orders of any governmental bodies having jurisdiction over the Premises applicable to the use and occupancy of the Premises and any repairs or work performed on the Premises by Tenant or at the request of Tenant. If Tenant’s activities on the Premises

produce gases, vapors, odors, smoke or residuary material disturbing to Landlord or other tenants or occupants of Landlord’s Property, then upon Landlord’s request, Tenant shall immediately cease such activity or install ventilating or other equipment sufficient, in Landlord’s reasonable judgment, to eliminate the disturbance. If Tenant’s use of the Premises increases the cost of Landlord’s Insurance (as hereinafter defined) with respect to Landlord’s Property or the cost of insurance for any other tenant of Landlord’s Property, then Tenant shall reimburse Landlord or such other tenant, as the case may be, for such additional cost upon demand. Tenant shall not display or store any merchandise outside of the Premises or in any way obstruct the sidewalks adjacent thereto, or burn or place garbage, rubbish, trash, merchandise, containers or any other items outside of the Premises, except in suitable containers therefor in the areas designated for rubbish removal by Landlord. Unless Landlord provides rubbish removal services, in which event Tenant shall reimburse Landlord for the cost thereof within ten (10) days after demand, Tenant shall, at its sole cost and expense, provide for the removal of its rubbish as and when necessary as required to keep the Premises in a clean, safe and healthy condition, but in any event at least one (1) time per week. If Tenant fails to provide for the removal of its rubbish, then Landlord may cause the same to be removed and Tenant shall reimburse Landlord for the cost thereof immediately upon demand. Tenant will not permit the Premises to be vacant or abandoned or be used in any way which may be a nuisance, annoyance or inconvenience or which may result in damage to Landlord or other tenants of Landlord’s Property.

1.5 Hazardous Materials . Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept or used in or about the Premises or any other portion of Landlord’s Property. “Hazardous Material” means any substance or waste containing hazardous substances, pollutants or contaminants as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and any other substance similarly defined or identified in any other federal, state or local law, rule or regulation governing the manufacture, import, use, handling, storage, processing, release or disposal of substances or wastes deemed hazardous, toxic, dangerous or injurious to public health or to the environment. Hazardous Material also includes, without limitation, asbestos, asbestos-containing materials, petroleum or petroleum-based products, lead-based products, polychlorinated biphenyls (PCB’s), infectious wastes and radon.

ARTICLE II

RENT, OPERATING COSTS, OTHER CHARGES AND SECURITY DEPOSIT

2.1 Fixed Minimum Rent . Tenant shall pay to Landlord, without deduction, set-off or demand, as Fixed Minimum Rent (“Fixed Minimum Rent”), the sum of Forty-four thousand Four hundred and 00/100ths Dollars ($44,400.00) per annum, [Three thousand Seven Hundred and 00/100ths Dollars ($3,700.00) per month] from the Commencement Date until the last day of the original term of this Lease. Monthly installments of Fixed Minimum Rent shall be payable to Landlord at the address of Landlord set forth in Section 8.11 hereof or at such other address as Landlord may, from time to time, direct. Each installment of Fixed Minimum Rent shall be due and payable in advance on the first day of each month during the term hereof except that the first month’s Fixed Minimum Rent shall be due and payable upon the execution of this Lease by Tenant. If Tenant occupies the Premises prior to the Commencement Date or for any partial month, then the Fixed Minimum Rent and all other charges hereunder for such period of occupancy prior to the Commencement Date or for such partial month shall be prorated on a daily basis based on a thirty (30) day month.

2.2 Common Area Maintenance Charges .

(a) Landlord requires Tenant to pay in equal monthly installments, in advance and together with payments of Fixed Minimum Rent as provided in Section 2.1 of this Lease the sum of Three hundred and 00/100ths Dollars ($300.00) for Tenant’s Proportionate Share (as hereinafter defined) of all costs and expenses associated with Common Area Maintenance Charges (“C.A.M.”) incurred by Landlord during the term of this Lease in connection with the ownership, management, maintenance, repair and operation of Landlord’s Property, including, without limitation, a heating, ventilating and air-conditioning annual service agreement; maintaining, repairing, replacing, striping and sweeping parking lots, driveways and private roads, loading areas and easement areas; all electricity, sewer, water and other utility costs in connection with the Common Areas not separately metered to tenants; sewer and water usage for the Premises; landscape maintenance and replacement, snow removal; dumpster service; costs and expenses incurred by Landlord in protesting Taxes (as hereinafter defined), and all other items reasonably necessary for the operation or preservation of Landlord’s Property in a first-class condition, including any replacement or structural reserves; and an administration fee equal to seven and one-half percent (7.5%) of the foregoing costs. In no event shall Tenant’s Proportionate Share of C.A.M. be increased in any Lease Year (as hereinafter defined) more than five percent (5%) over Tenant’s Proportionate Share of C.A.M. during the immediately preceding Lease Year. Commencing upon the second Lease Year, Tenant’s Proportionate Share of C.A.M. shall be subject to increase if the total of all costs and expenses associated with C.A.M. incurred by Landlord increase over that payable during the initial Lease Year. If Landlord’s costs for C.A.M. increase over that payable during the initial Lease Year, Tenant shall pay Landlord, in equal monthly installments, in advance and together with payments of Fixed Minimum Rent, Tenant’s Proportionate Share of C.A.M.

(b) Silent Security Signal, a Division of Cleveland Security Patrol (“Silent Security”), will contact and bill Tenant directly for the required fire monitoring fee and all inspections related thereto. Tenant is responsible for the payment of all charges to Silent Security each month and is responsible for maintaining the necessary phone line for this purpose.

2.3 Utilities . Tenant shall pay, as and when due, all electricity, gas and any other utilities furnished to the Premises during the term hereof, other than water and sewer (except as hereinafter set forth), at the rates of the utility company or municipality supplying the service and according to the readings of the meters measuring the quantity furnished. Such payments shall be made directly to the supplying utility company or municipality, except that Landlord may submeter electricity, gas or other utilities, and for any service so submetered, Tenant shall pay Landlord for the same within ten (10) days after receipt of Landlord’s statement therefor, at the same rate that Tenant would be required to pay if Tenant purchased the same amount of such service for the same period from the utility company or municipality supplying Landlord. If a submeter fails for any period, then payments shall be made in the same manner, but based on estimated use as determined by Landlord, reflecting Tenant’s consumption at the time of such failure. Landlord shall supply and pay for reasonable amounts of water and sewer charges used at or in connection with the Premises and Tenant shall pay to Landlord, within ten (10) days after receipt of Landlord’s statement therefor, the cost of water and sewer charges in excess of such reasonable amounts, as determined by Landlord. Tenant shall be responsible for the cost of any meters or submeters required with respect to any utilities used at the Premises and for the maintenance thereof. Landlord shall have no liability to Tenant or any other party for any interruption in utility services or for the failure to furnish same.

after the actual amount of Tenant’s Proportionate Share of Taxes has been determined by Landlord, based on the actual Taxes, Landlord shall notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Taxes, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Taxes theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Taxes for such year. In addition to Tenant’s Proportionate Share of Taxes, Tenant shall also reimburse Landlord, immediately upon demand, for the full amount of any increases in Taxes resulting from alterations or improvements to the Premises made by or for the benefit of Tenant. If any governmental taxing authority acting under any present or future law, ordinance or regulation shall levy, assess or impose a tax, excise and/or assessment (other than an income or franchise tax) upon Tenant for the rental payable by Tenant to Landlord pursuant to this Lease, either by way of substitution for or in addition to any existing tax on land, buildings or otherwise, then Tenant shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord for the cost thereof, as the case may be, immediately upon demand. The amount payable by Tenant pursuant to this Section 2.4 for the year in which this Lease commences or terminates shall be prorated based on the ratio of that portion of the term of this Lease to the applicable tax year. If the amount of Taxes payable by Landlord with respect to Landlord’s Property for the Base Year includes any special assessments (in any case, “Assessment”) that expire at any time during the term of this Lease, then, at such time as the applicable portion of the Assessment is paid in full, the amount of Taxes for the Base Year shall be recalculated to exclude the amount of the applicable portion of the Assessment that was paid in full. Commencing as of the year of such recalculation of Taxes for the Base Year and continuing for each and every year or fraction thereof during the term of this Lease following the new calculation, or until such time as Taxes for the Base Year are again recalculated, Tenant shall pay to Landlord Tenant’s Proportionate Share of any increase in Taxes based upon the adjusted Base Year amount. For purposes of this Section 2.4 and Sections 2.2 and 2.5 of this Lease, “Tenant’s Proportionate Share” means the percentage determined by dividing the number of square feet of floor area in the Premises by the total square feet of net leasable floor area from time to time contained in the buildings on Landlord’s Property. As of the date hereof, Tenant’s Proportionate Share 12.5%. Tenant shall also pay to the applicable taxing authority when due any taxes or assessments levied against the personal property or trade fixtures brought to or installed at the Premises by or on behalf of Tenant.

2.5 Landlord’s Insurance . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all costs and expenses incurred by Landlord for insurance (“Landlord’s Insurance”) covering or relating to the Property or the operation thereof, including, without limitation, casualty, liability, worker’s compensation and rental insurance, during the term of this Lease in excess of the costs and expenses of Landlord’s Insurance during the Base Year. Tenant shall pay to Landlord in equal monthly installments, in advance and together with payments of Fixed Minimum Rent, an amount equal to one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share of all costs and expenses incurred by Landlord for insurance (“Landlord’s Insurance”) covering or relating to Landlord’s Property or the operation thereof, including, without limitation, casualty, liability, worker’s compensation and rental insurance, during the term of this Lease in excess of the costs and expenses of Landlord’s Insurance during the Base Year. Within thirty (30) days after the actual amount of Tenant’s Proportionate Share of Landlord’s Insurance has been determined by Landlord, based on the actual cost and expense of Landlord’s Insurance, Landlord shall so notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Landlord’s Insurance, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Landlord’s Insurance theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Landlord’s Insurance for such year. The amount payable by Tenant pursuant to this Section 2.5 for the year in which this Lease commences or terminates shall be prorated based on the number of days in such partial year.

2.6 Late Charge and Default Interest . Notwithstanding anything in this Lease to the contrary, if Tenant fails to pay the Fixed Minimum Rent or any other charges due hereunder within five (5) days after due, then, in addition to and not in lieu of any other right or remedy available to Landlord, Tenant shall pay to Landlord (i) a late charge from the original due date until paid in full in an amount equal to Twenty-five Dollars ($25.00) per day or one and one-half percent (1.5%) per month, or fraction thereof, whichever is greater and (ii) interest on the unpaid amount at the Default Rate (as hereinafter defined) from the original due date until paid in full.

2.8 Security Deposit . Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum of Zero and 00/100ths Dollars ($0.00) (“Security Deposit”) as security for the full, prompt and faithful performance by Tenant of all of its obligations hereunder and thereafter during the continuance of this Lease shall maintain on deposit with Landlord said sum. Landlord may, without prejudicing any other rights or remedies set forth herein, apply the Security Deposit, or any part thereof, toward the cost and expense of curing any default by Tenant under this Lease (including the payment of Landlord’s attorney’s fees), in which event Tenant shall restore the Security Deposit to its original amount immediately after receipt of Landlord’s written request to do so. Within thirty (30) days following the termination of this Lease and vacation of the Premises by Tenant in the condition required by this Lease, the Security Deposit, or the portion thereof remaining unapplied after the curing of every default by Tenant, shall be returned to Tenant. No interest shall be payable to Tenant on account of the Security Deposit.

ARTICLE III

CONSTRUCTION OF IMPROVEMENTS

3.2 Construction of Improvements .

(a) Landlord shall make the improvements to the Premises, if any, described as Landlord’s Work (“Landlord’s Work”) on Exhibit D attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord’s Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord’s reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord’s Work or any work performed or to be performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be completed before portions of the Landlord’s Work are completed, is not completed by Tenant on schedule and/or results in delays in the completion of Landlord’s Work, and/or (vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a “Tenant Delay”). Tenant shall be entitled, as Tenant’s sole remedy, to an abatement of the Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord’s failure to substantially complete Landlord’s Work; provided, however, that if Landlord, in Landlord’s sole judgment, is delayed in timely substantially completing Landlord’s Work because of any Tenant Delay, then there shall be no abatement of the Fixed Minimum Rent for the period of such Tenant Delay. Except for the abatement of the Fixed Minimum Rent as set forth in the previous sentence, Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord’s failure to substantially complete Landlord’s Work.

The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord’s Work has been completed and accepted by Tenant.

(b) On or before the Commencement Date, Tenant shall, at its sole cost and expense, supply all installations and complete the improvements and other work, if any, described as Tenant’s Work (“Tenant’s Work”) on Exhibit D , and shall fully equip the Premises with all trade fixtures, lighting fixtures, furniture, furnishings, fixtures, floor coverings, signs, special equipment and other items of construction and personal property necessary for the completion of the Premises and the proper operating of Tenant’s business therein.

3.3 Trade Fixtures . If Tenant is not then in default hereunder, all trade fixtures, personal property and/or equipment installed in the Premises by Tenant may, and if Landlord so requests shall (together with any other Alterations made to the Premises by or for the benefit of Tenant if directed by Landlord to do so), be removed by Tenant at the end of the term or other termination of this Lease and Tenant shall immediately repair, at Tenant’s sole cost and expense, any injury to the Premises resulting from such installation or removal. If Tenant removes lighting fixtures, then Tenant shall restore and leave in operating order and with operating bulbs or tubes the equivalent of the lighting equipment in the Premises as of the Commencement Date.

color and content of the other signs on the Building and otherwise complies with all applicable legal requirements. Tenant shall maintain any such sign in good condition and repair, remove such sign when necessary to permit repairs to the Building (and in any case not later than the end of the term or earlier termination of this Lease), and repair, at Tenant’s expense, any damage to the Premises caused by the installation or removal thereof. If Landlord modifies the sign criteria for Landlord’s Property, then Tenant shall promptly, at Tenant’s expense, replace any existing signs with new signs conforming to Landlord’s revised sign criteria. Landlord may remove, at Tenant’s sole cost and expense, any sign installed by Tenant in breach of this Section 3.5.

ARTICLE IV

MAINTENANCE AND DAMAGE TO THE PREMISES

4.1 Maintenance by Landlord . Landlord shall maintain, repair and replace the roof, exterior walls (excepting any doors or windows therein), heating, air conditioning, and ventilating equipment (including any of such equipment which may be mounted on the roof of the Premises) and any other structural portions of the Premises, make any repairs or replacements of the foregoing becoming necessary during the term of this Lease, unless occasioned by any act, failure to act or negligence of Tenant, its agents, contractors, invitees, customers or employees, in which event such repairs or replacements shall be made by Landlord, at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord for the cost thereof immediately upon demand. If any of the foregoing are damaged and the cause of the damage cannot reasonably be determined, then such damage shall be repaired by Landlord, at Tenant’s sole cost and expense, and Tenant shall immediately reimburse Landlord for the cost thereof upon demand.

floor coverings and ceilings and all docks, conveyors, fire extinguishers and building appliances of every kind or nature. Tenant shall at all times maintain sufficient heat in the Premises to prevent the freezing of sprinkler and water lines. Tenant shall immediately advise Landlord of any damage to or accident in the Premises or required repairs which are Landlord’s responsibility to perform.

ARTICLE V

INSURANCE

or about the Premises) on Landlord’s Property of any Hazardous Material. Such damages shall include, without limitation: (i) the cost of any required or necessary repair, clean-up or detoxification; (ii) any closure expenses; and (iii) the cost of preparing any required plans relating to the presence, use, generation, storage, release, threatened release or disposal of any Hazardous Material. Tenant’s indemnity of Landlord shall be required in addition to the insurance required under this Section 5.1 and such indemnity shall commence on the date Tenant takes possession of the Premises and shall survive the termination of this Lease. During the term of this Lease, Tenant shall, at its sole cost and expense, carry commercial general liability and general liability with general aggregate amount and per occurrence limit insurance, with malicious mischief and vandalism endorsements, with limits of at least Two Million Dollars ($2,000,000) per occurrence for personal and bodily injury and at least One Million Dollars ($1,000,000) per occurrence for property damage, broad form boiler and machinery insurance adequate to cover the full replacement value of all improvements and betterments and such additional insurance and/or with such higher limits as Landlord may reasonably require, with Landlord, Robert J. Amsdell, Trustee and any mortgagees of Landlord and/or Robert J. Amsdell, Trustee named as additional insureds, as their interests may appear, which policies shall provide that the same may not be canceled, terminated or materially amended without at least thirty (30) days’ prior written notice to Landlord and/or Robert J. Amsdell, Trustee. A copy of such policy (or a certificate on Acord Form 25-S thereof) shall be kept on deposit with Landlord and delivered to Landlord prior to the date that Tenant takes possession of the Premises and at any other time requested by Landlord and/or Robert J. Amsdell, Trustee.

5.4 Mutual Waiver of Subrogation . Landlord and Tenant each hereby waive all rights of recovery and causes of action that either has or may have or that may arise hereafter against the other for damage to the Premises, Landlord’s Property, personal property or business of either of them or of anyone claiming through either of them caused by any of the perils coverable (whether or not covered) by all risk fire and extended coverage insurance, contents and/or business interruption insurance (irrespective of whether or not such insurance coverage is in fact covered or obtained), or by any other insurance for damage to property carried by the party whose property was damaged, notwithstanding that any such damage may be due to the negligence of either party or persons claiming by, through or under them. Each party shall have their respective insurance policies endorsed to reflect the provisions of this Section 5.4.

ARTICLE VI

EMINENT DOMAIN

ARTICLE VII

DEFAULT

7.1 Default . If (a) Tenant defaults in the payment of Fixed Minimum Rent or any other charges due hereunder or in the performance of any of its other agreements hereunder, and if such default relates to the payment of money and Tenant fails to remedy the default within three (3) days of the due date, or if the default relates to matters other than the payment of money and Tenant fails to commence to remedy such default within ten (10) days after Landlord gives Tenant written notice thereof and thereafter diligently pursues correction thereof (but in no event shall such cure exceed thirty (30) days); (b) Tenant vacates or abandons a substantial part of the Premises; (c) Tenant fails to procure or maintain the insurance required of Tenant hereunder; (d) a receiver, non-bankruptcy trustee or custodian of any property of Tenant or the Premises is appointed; (e) there is an appointment of Tenant or any guarantor as a debtor-in-possession for its business or property; (f) Tenant’s interest in the Premises is levied upon by legal process or there is a filing of a petition under applicable bankruptcy laws by or against Tenant or any guarantor of Tenant’s obligations hereunder whereby Tenant or such guarantor seeks financial relief from any monetary obligations or based upon or by reason of the failure or inability of Tenant or such guarantor to pay its respective debts as they become due; (g) Tenant or any such guarantor is reorganized or there is an arrangement by Tenant or any such guarantor with its creditors, whether pursuant to applicable bankruptcy laws or any similar federal or state proceeding, unless such petition is filed by a party other than Tenant or any such guarantor and such petition is withdrawn or dismissed within fifteen (15) days after the date of its filing; (h) Tenant disposes of all or substantially all of its assets in bulk or makes an assignment for benefit of its creditors; or (i) the taking, sale or transfer of Tenant’s interest in the Premises under attachment, execution or other process at law or equity, then and in any such instance, without further notice to Tenant, Landlord, in addition to and not in lieu of any of the other remedies available to it at law or in equity, may (x) enter upon the Premises and terminate this Lease, in which event the obligations of Tenant hereunder shall cease, without prejudice, however, to the right of Landlord to recover from Tenant any sums due Landlord

for Fixed Minimum Rent or otherwise to the date of entry, and in addition, as liquidated damages, a sum equal to the Fixed Minimum Rent and any other sums payable hereunder remaining unpaid for the unexpired portion of the term of this Lease discounted at the rate of four percent (4%) per annum to present net worth, plus the estimated expenses and cost of reletting (including, without limitation, broker’s commission, remodeling and redecorating expenses and attorneys’ fees), except that if Tenant is adjudicated a bankrupt, Landlord shall, in lieu of such liquidated damages, be allowed a claim in the bankruptcy proceeding for future Fixed Minimum Rent to the extent permitted by applicable bankruptcy laws; (y) enter upon the Premises without terminating this Lease, expel or remove Tenant or any other party occupying the Premises, by force if necessary, without any liability to Tenant or any other party on account thereof and relet the Premises, in Landlord’s name for the account of Tenant, for the remainder of the term of this Lease at the amount of Fixed Minimum Rent then attainable and immediately recover from Tenant any deficiency for the balance of the term of this Lease between the amount for which the Premises were relet and the Fixed Minimum Rent provided hereunder discounted at the rate of four percent (4%) per annum to present net worth, plus any expenses and costs of reletting (including, without limitation, broker’s commissions, remodeling and redecorating expenses and attorney’s fees); or (z) cure the default at Tenant’s sole cost and expense, in which event Tenant shall reimburse Landlord, upon demand, for Landlord’s cost and expense of such performance together with interest (“Default Rate”) at the greater of fifteen percent (15%) per annum or three percent (3%) in excess of the publicly announced “prime” or “base” rate of interest from time to time charged by any bank selected by Landlord with offices located in Cleveland, Ohio; provided, however, that in no event shall the Default Rate exceed the highest rate of interest permitted by applicable law.

7.3 Remedies and Waiver .

the earliest stipulated rent. No endorsement or statement of any check, or any letter accompanying any check or payment as Fixed Minimum Rent, will be deemed an accord and satisfaction. Landlord will accept the check for payment without prejudice to Landlord’s right to recover the balance of such rent or to pursue any other remedy available to Landlord.

ARTICLE VIII

MISCELLANEOUS

8.2 Assignment . Tenant shall not assign this Lease, or any interest herein, or sublet the Premises, in whole or in part, by operation of law or otherwise, or permit the Premises to be occupied or used by any other person or entity without Landlord’s written consent. A transfer by operation of law, merger or consolidation, or a change of more than ten percent (10%) in ownership of the voting stock or partnership or membership interests of Tenant (if Tenant is a corporation, partnership or limited liability company, as the case may be) shall be deemed an assignment for purposes of this Section 8.2. Any purported assignment or subletting not in compliance herewith shall be void and of no force or effect. Any assignment, subletting or other transfer, even with the consent of Landlord, shall not relieve Tenant from primary liability for the payment of Fixed Minimum Rent and other charges or from Tenant’s primary obligation to keep and be bound by the terms, conditions and covenants of this Lease. If Tenant requests Landlord’s consent to any assignment, subletting or other transfer, then Tenant shall, upon demand, reimburse Landlord for Landlord’s administrative, legal and other costs in reviewing Tenant’s request. Landlord shall be entitled to any profits derived by Tenant as a result of any permitted assignment of this Lease or permitted sublease of the Premises. At Landlord’s option, Landlord may elect to collect Fixed Minimum Rent directly from any assignee or subtenant.

8.3 Memorandum of Lease . Neither this Lease nor any short form or memorandum hereof shall be recorded.

8.4 Estoppel Certificate/Subordination .

any mortgage Landlord desires to place on Landlord’s Property; and/or (ii) an estoppel certificate to Landlord or any proposed mortgagee or purchaser of all or any portion of Landlord’s Property certifying that this Lease is in full force and effect, that there are no defenses or offsets thereto on Tenant’s part, if such is the case, or if not, stating those claimed by Tenant, and further certifying to such other matters as Landlord or any such mortgagee or purchaser may request.

its successors or assigns, any partner of Landlord, whether general or limited if Landlord is a partnership, nor its officers, directors or shareholders, if Landlord is a corporation, nor its members or managers, if Landlord is a limited liability company, or their respective heirs, personal representatives, successors or assigns, or any mortgagee in possession with respect to any of the terms, covenants or conditions of this Lease; (ii) in the event that Landlord shall commit a default or breach of any of the terms, covenants or conditions hereof and Tenant shall obtain a judgment against Landlord for such default or breach, Tenant’s sole and exclusive remedy for the enforcement and collection of such judgment shall be the institution of foreclosure or other appropriate execution proceedings solely against the Premises; and (iii) regardless of whether or not the proceedings described in “(ii)” immediately above shall result in a complete satisfaction of Tenant’s judgment, in no event (whether by proceedings at law, in equity, administrative proceedings or otherwise) shall any deficiency or other personal judgment be rendered or enforced against Landlord, its successors and assigns, any partner of Landlord, whether general or limited if Landlord is a partnership, nor its officers, directors or shareholders, if Landlord is a corporation, nor its members or managers, if Landlord is a limited liability company, or their respective heirs, personal representatives, successors or assigns, or any mortgagee in possession.

8.13 Broker . Tenant represents and warrants that the only real estate brokers or finders who have shown the Premises to Tenant or initiated the Lease of the Premises to Tenant has been Landlord. Tenant shall, indemnify, defend and save Landlord harmless from and against any claims by any other party claiming to have shown the Premises to Tenant or initiated the Lease of the Premises to Tenant.

8.15 Arbitration . Any disagreement arising out of this Lease or from any breach hereof which shall involve a claim in excess of One Thousand Five Hundred Dollars ($1,500.00) shall, at Landlord’s election, be decided by arbitration in Cleveland, Ohio, in accordance with the Arbitration Rules of the American Arbitration Association then in effect. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law and the award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party to this Lease and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the subject claim or dispute arises and in no event shall be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by any applicable statue of limitations.

and shall not disclose such terms and/or other information except to the extent reasonably required in connection with its occupancy of the Premises. Any such disclosure shall be limited to (i) prospective or potential shareholders, partners or investors of Tenant; (ii) persons, firms or entities who may extend credit or financing to Tenant; and (iii) persons, firms, entities or governmental agencies to whom Tenant is required to make financial or other disclosures. Should this Lease be terminated for any reason whatsoever, the foregoing obligation of confidentiality shall nevertheless remain in full force and effect. In any event, if Tenant fails to observe such obligation, such failure shall be deemed a non-curable event of default and Landlord shall have the right to terminate this Lease by reason thereof upon notice to Tenant.

8.20 Financials . Upon Landlord’s request therefor, Tenant agrees to provide Landlord with Tenant’s current financial reports or statements.

IN WITNESS WHEREOF, this Lease has been executed by Landlord and Tenant as of the date first above written.


LANDLORD:
AMSDELL AND AMSDELL, an Ohio general partnership

By:		/s/ Jeffrey B. Amsdell
		Jeffery B. Amsdell, Director of Operations


TENANT:
U-STORE-IT, L.P.
By:		U-STORE-IT TRUST, its General Partner

By:		/s/ Steven G. Osgood
		Steven G. Osgood, President and Chief Financial Officer
Social Security Number(s) or Taxpayer Identification Number: 34-1837021

Exhibit 10.4

Aqua Sun Lease

NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT

Dated as of July 1, 2005, between

AQUA SUN INVESTMENTS, L.L.C. as Lessor,

and

U-STORE-IT, L.P. as Lessee,

concerning one Cessna 525A Citation CJ2 aircraft bearing U.S. registration number N306CJ

and manufacturer’s serial number 525A-0016.

INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”

REQUIREMENTS UNDER FAR § 91.23

Within 24 hours after execution of this Aircraft Lease Agreement:

mail a copy of the executed document, without Schedule A . to the following address via certified mail,

return receipt requested:

Federal Aviation Administration

Aircraft Registration Branch

ATTN: Technical Section

P.O. Box 25724 Oklahoma City, Oklahoma 73125

At least 48 hours prior to the first flight to be conducted under this Agreement:

provide notice of the departure airport and proposed time of departure

of said first flight, by telephone or facsimile, to the Flight Standards

District Office located nearest the departure airport.

Carry a copy of this Aircraft Lease Agreement in the aircraft at all times.

Schedule A contains only economic rental data and is intentionally omitted for FAA

submission purposes.

This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (this “Agreement”) is entered into as of this I ^st day of July, 2005 (the “Effective Date”), by and between Aqua Sun Investments, L.L.C., a Florida limited liability company (“Lessor”), and U-Store-It, L.P., a Delaware limited partnership (“Lessee”).

WITNESSETH:

WHEREAS, Lessor is, as of the Effective Date of this Agreement, the registered owner of the Aircraft described and referred to herein;

WHEREAS, Lessee desires to lease from Lessor, and Lessor desires to lease to Lessee, the Aircraft, upon and subject to the terms and conditions of this Agreement; and

WHEREAS, during the term of this Agreement, the Aircraft may be subject to concurrent leases to other lessees.

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

SECTION

1. DEFINITIONS

1.1	The following terms shall have the following meanings for all purposes of this Agreement.

“Aircraft” means the Airframe and the Engines. Such Engines shall be deemed part of the “Aircraft” whether or not from time to time attached to the Airframe or on the ground.

“Airframe” means that certain Cessna 525A Citation CJ2 aircraft bearing U.S. registration number N306CJ and manufacturer’s serial number 525A-0016, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe.

“Applicable Law” means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FARs and Title 49, Subtitle VII of the United States Code.

“Business Day” means any day of the year in which banks are not authorized or required to close in the location of Lessor’s address for notification.

“Engines” means two (2) WMS RR model FJ44-2C engines, serial numbers 1047 and 1032, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. An Engine shall remain leased hereunder whether or not from time to time attached to the Airframe or on the ground.

“FAA” means the Federal Aviation Administration of the United States Department of Transportation or any successor agency.

“FARs” means, collectively, the Aeronautics Regulations of the Federal Aviation Administration and the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations.

“Flight Hour” means each flight hour of use of the Aircraft by Lessee, measured from takeoff to landing on each leg of the trip, as recorded on the Aircraft hour meter.

“Lien” means any mortgage, pledge, lien, security interest, lease, charge, encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement.

“Operating Base” means Cleveland Hopkins International Airport, Cleveland, Ohio.

“Operational Control” has the same meaning given the term in Section 1.1 of the FARs.

“Parts” means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts.

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, incorporated association, joint venture, governmental authority or other entity of whatever nature.

“Pilot in Command” has the same meaning given the term in Section 1.1 of the FARs.

“Rent Payment Date” means the last Business Day of each calendar month.

“Schedule Keeper” means the person designated by Lessor to coordinate the scheduling of the Aircraft.

“Term” means the term of this Agreement set forth in Section 3.1 .

SECTION

2. LEASE AND DELIVERY OF THE AIRCRAFT

2.1

Lease. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft, on the terms and conditions of this Agreement.

2.2

Delivery. The Aircraft shall be delivered to Lessee at the Operating Base in an airworthy condition prior to each use of the Aircraft by Lessee. Upon each such delivery, the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft, and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(l). Lessor shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, terrorism, civil commotion, strikes or labor disputes, weather conditions or acts of God.

2.3

Non-Exclusivity. Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that the Aircraft shall, at other times, be operated by Lessor and may be otherwise subject to lease to others during the Term.

SECTION

3. TERM, SCHEDULING AND RENT

3.1

Term. The Term shall commence on the Effective Date, and be effective for a period of one (1) year. At the end of the first one (1) year period or any subsequent one (1) year period, the Term shall automatically be renewed for an additional one (1) year period, unless terminated by either party.

3.2

Termination. Either party may terminate this Agreement with or without cause upon sixty (60) days’ prior notice to the other party. Within thirty (30) days after the date of termination, Lessor shall provide Lessee with an accounting of all outstanding charges or costs relating to this Agreement. Lessee shall pay to Lessor any outstanding charges and costs for which it may be responsible within thirty (30) days after receipt of such accounting. Both parties agree to take all necessary action with respect to the FAA and insurance companies to inform them of the termination of this Agreement.

3.3

Scheduling. Lessee’s use of the Aircraft during the Term of this Agreement is non-exclusive. The parties agree as follows:

(a)

Use bv Lessor and Other Lessees . Lessor and Lessee agree that Lessor may lease the Aircraft to one or more other lessees during the Term on a non-exclusive basis, that Lessor has the absolute right to determine the availability of the Aircraft for Lessee and that Lessor’s use of the Aircraft shall have priority over the availability of the Aircraft for lease to Lessee or any other party. Lessor agrees that at such times as the Aircraft is not undergoing maintenance or being used by Lessor, Lessee and all other lessees of the Aircraft shall be scheduled on a “first come, first served” basis; provided , however , that Lessee and all other lessees shall cooperate in good faith on all scheduling matters and shall use their respective best efforts to avoid scheduling conflicts involving the Aircraft.

(b)

Designation of Schedule Keeper . Lessor shall advise Lessee of the identity and contact information for the Schedule Keeper and of any change in the Schedule Keeper.

3.4

Rent. Lessee shall pay rent in an amount equal to the Hourly Rent specified in Schedule A attached hereto for each Flight Hour of use of the Aircraft by Lessee. All rent accrued during any calendar month shall be payable in arrears on the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice. All rent shall be paid to Lessor in immediately available U.S. funds.

3.5

Taxes. Neither rent nor any other payments to be made by Lessee under this Agreement includes the amount of any sales or excise taxes which may be assessed or levied by any governmental authority as a result of the lease of the Aircraft to Lessee and payment of rent hereunder. Lessee shall remit to Lessor all such taxes together with each payment of rent pursuant to Section 3.4 .

SECTION 4.

DISCLAIMER OF WARRANTIES; INDEMNIFICATION

4.1

Disclaimer of Warranties. THE AIRCRAFT IS BEING LEASED BY LESSOR TO LESSEE HEREUNDER ON AN “AS IS” BASIS. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR, EXPRESSED, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, WITH RESPECT TO THE DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OR FAULT OF LESSOR. (A) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR AY COMPONENT OF THE AIRCRAFT OR BY ANY INADEQUACY OF THE THEREOF, ANY DEFICIENCY OR DEFECT IN THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR THIS AGREEMENT; (B) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; OR (C) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES.

4.2

Indemnification. Lessee shall indemnify, defend and hold Lessor harmless from and against any and all claims, actions, suits, proceedings, injuries (or death), damages, liabilities, costs or expenses (including without limitation reasonable attorneys’ fees) arising from or in any way relating to Lessee’s possession or use of the Aircraft during the Term (an “Indemnified Loss”), provided that Lessee will not be liable for any Indemnified Loss:

(a)

to the extent that such loss is covered by Lessor’s insurance policy;

(b)

with respect to a loss covered by Lessor’s insurance policy, to the extent that the amount of such loss exceeds the policy limits of Lessor’s policy;

(c)

with respect to a loss consisting of expenses incurred in connection with a loss covered in whole or in part by Lessor’s insurance policy, to the extent that such expenses are not fully covered by Lessor’s insurance policy; or

(d)

to the extent that such loss is due in whole or in part to (i) noncompliance by Lessor with any of its obligations hereunder or (ii) the gross negligence or willful misconduct of Lessor or another lessee or their respective officers, directors, partners, employees, shareholders or affiliates.

The foregoing indemnification shall survive the expiration or earlier termination of this Agreement.

SECTION 5. REGISTRATION,

USE, OPERATION, MAINTENANCE AND POSSESSION

5.1

Title and Registration. Title to the Aircraft shall remain vested in Lessor at all times during the Term to the exclusion of Lessee and Lessor shall have only such rights as shall be specifically set forth herein. Lessor represents that as of the date of this Agreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully registered in Lessor’s name as a civil aircraft of the United States.

5.2

Use and Operation. Except as otherwise expressly provided herein, Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft during each period of the Term commencing when the Aircraft has been delivered to Lessee and terminating when the Aircraft has been returned to Lessor in the condition required hereunder. Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise on a compensatory or “for hire” basis except to the limited extent permitted under Subpart F of Part 91 of the FARs, if applicable. Lessee agrees not to operate or locate the Airframe or any Engine, or suffer the Airframe or any Engine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone. Lessee agrees not to knowingly operate the Airframe or any Engine or knowingly permit the Airframe or any Engine to be operated during the Terms except in operations for which Lessee is duly authorized, or to knowingly use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee will not knowingly use or operate the Aircraft in violation of any Applicable Law, or contrary to any manufacturer’s operating manuals or instructions. Lessee shall not knowingly permit the Aircraft to be used for the carriage of any persons or property prohibited by law nor shall it be used during the existence of any known defect except in accordance with the FARs.

5.3

Operating Costs. Except as otherwise provided herein, Lessor shall pay costs of operating the aircraft, such as insurance, hangarage and/or other storage, repair, maintenance and other alterations, and inspections and overhauls; provided, that Lessee shall pay for all fuel that it uses as well as oil and other lubricants. The foregoing notwithstanding, Lessee shall, at its own expense, locate and retain (either through direct employment or contracting with an independent contractor for flight services) all pilots and other cabin personnel required for Lessee’s operations of the Aircraft (collectively the “Flight Crew”), and shall pay all miscellaneous out-of-pocket expenses incurred in connection with Lessee’s use of the Aircraft, including, without limitation, landing and navigation fees, airport charges, departure taxes, customs fees, catering, in-flight entertainment and communication charges, Flight Crew travel expenses, and passenger service.

5.4

Maintenance of Aircraft. Lessee shall perform, or cause to be performed, all pre- and post-flight inspections in accordance and as required by the FAA-approved inspection program for the Aircraft. Lessee shall notify Lessor, or cause Lessor to be notified, of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during any such inspection. Subject to the foregoing, Lessor shall be solely responsible for arranging the performance of all maintenance and inspections of the Aircraft during the Term, shall ensure that the Aircraft is maintained in an airworthy condition during the Term, and shall coordinate the performance of and payment for all repairs and maintenance of the Aircraft.

5.5

Flight Crew. All members of the Flight Crew shall be fully competent and experienced, duly licensed, and qualified in accordance with the requirements of Applicable Law and all insurance policies covering the Aircraft. All members of the Flight Crew who are pilots shall be fully trained in accordance with an FAA-approved training program, including initial and recurrent training and, where appropriate, contractor-provided simulator training.

5.6

Operational Control. THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A “DRY” OPERATING LEASE. Lessee shall exercise exclusivity over initiating, conducting or terminating any flight conducted pursuant to this Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights.

5.7

Authority of Pilot in Command. Notwithstanding that Lessee shall have operational control of the Aircraft during any flight conducted pursuant to this Agreement, Lessor and Lessee expressly agree that the Pilot in Command, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other flight-related action which in the judgment of the Pilot in Command is necessitated by considerations of safety. The Pilot in Command shall have final and complete authority to postpone or cancel any fight for any reason or condition which in his or her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability or loss, injury, damage or delay to Lessor.

5.8

Right to Inspect. Lessor and its agents shall have the right to inspect the Aircraft at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement. All required repairs shall be performed as soon as practicable after such inspection.

5.9

Additional Equipment and Modification. Lessee agrees not to remove, substitute or replace any instrument or component of the Aircraft or its avionics without Lessor’s prior written consent. Any substitutions or removals shall be of like value with the items that are substituted or removed and there shall be no diminution in value of the Aircraft by reason of any swapped or replaced item.

SECTION

6. CONDITION DURING TERM AND RETURN OF AIRCRAFT

Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall return the Aircraft to Lessor by delivering the same to the Operating Base, fully equipped with all Engines installed thereon. Upon each such delivery, the Aircraft shall be in as good operating condition as it was when Lessor delivered the Aircraft to Lessee, ordinary wear and tear excepted, and the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(l). Nothing contained in this Section 6 may be interpreted to require Lessee to perform any maintenance or other obligation, responsibility for which is delegated to Lessor pursuant to Section 5.4 hereof; provided , however , that Lessee shall be obligated to ensure that Lessor is advised of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during each period during the Term commencing with the delivery of the Aircraft to Lessee and terminating when the Aircraft has been redelivered to Lessor in the condition required hereunder.

SECTION

7. LIENS

Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or third parties as a result of Lessee’s or its agents’ or representatives’ action or inaction.

SECTION

8. INSURANCE

8.1

Liability. Lessor shall maintain, or cause to be maintained, bodily injury and property damage, liability insurance in an amount no less than One Hundred Million United States Dollars (USD$ 100,000,000) Combined Single Limit for the benefit of itself and Lessee in connection with the use of the Aircraft. Said policy shall be an occurrence policy and shall include Lessee as an Additional Named Insured.

8.2

Hull. Lessor shall maintain aircraft hull insurance in the amount at least equal to the full replacement value of the Aircraft, and such insurance shall name Lessor and any first lien mortgage holder as loss payees as their interests may appear. Said policy shall contain a waiver of subrogation clause in favor of all Additional Named Insureds.

8.3

Insurance Certificates. Lessor will provide Lessee with a Certificate of Insurance upon execution of this Agreement and thereafter reasonably upon request therefore.

8.4

Insurance Policy Requirements. Each insurance policy required hereunder shall insure the interest of Lessee regardless of any breach or violation by Lessor of any warranties, declarations or conditions contained in such policies.

Each such policy shall be primary without any right of contribution from any insurance maintained by Lessee. The geographic limits, if any, contained in each and every such policy of insurance shall include at the minimum all territories over which Lessee will operate the Aircraft. Each policy shall contain an agreement by the insurer that notwithstanding the lapse of any such policy for any reason or any right of cancellation by the insurer or Lessor, whether voluntary or involuntary, such policy shall continue in force for the benefit of Lessee for at least thirty (30) days (or such lesser time as may be permitted in the case of War Risk Insurance, if such War Risk Insurance so requires) after written notice of such lapse or cancellation shall have been given to Lessee. Each policy shall contain an agreement by the insurer to provide Lessee with thirty (30) days’ advance written notice of any deletion, cancellation or material change in coverage.

8.5

Insurance Companies. Each insurance policy required hereunder shall be issued by a company or companies who are qualified to do business in the United States and who (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or judgment against Lessee in any competent state or federal court in the United States or its territories.

SECTION

9. REPRESENTATIONS AND WARRANTIES

9.1

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee as of the date here of that:

(a)

it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and is duly qualified and (if applicable) in good standing as a foreign limited liability company in the jurisdiction of its principal place of business (if not organized therein);

(b)

it has full right and power to execute and deliver this Agreement, and to perform its obligations hereunder;

(c)

the execution, delivery and performance of this Agreement by Lessor shall not (i) violate any applicable provision of any law, statute, regulation or ordinance; (ii) violate the certificate or articles or organization, operating agreement or similar organizational documents of Lessor; (iii) breach or constitute a default under any agreement or contract to which Lessor is a party; or (iv) violate any court or administrative order, judgment or decree that names Lessor and is specifically directed to it or any of its property;

(d)

this Agreement constitutes the valid, binding and enforceable obligations of Lessor and is enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights; and

(e)

it is a citizen of the United States as described in 47 U.S.C. § 40102(a)(15).

9.2

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that:

(a)

it is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and is duly qualified and (if applicable) in good standing as a foreign corporation in the jurisdiction of is principal place of business (if not organized therein);

(b)

it has full right and power to execute and deliver this Agreement, and to perform its obligations hereunder;

(c)

the execution, delivery and performance of this Agreement by Lessee shall not (i) violate any applicable provisions of any law, statute, regulation or ordinance; (ii) violate the certificate or articles of incorporation, bylaws or similar organizational documents of Lessee; (iii) breach or constitute a default under any agreement or contract to which Lessee is a party; or (iv) violate any court or administrative order, judgment or decree that names Lessee and is specifically directed to it or any of its property; and

(d)

this Agreement constitutes the valid, binding and enforceable obligations of Lessee and is enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights.

SECTION

10. MISCELLANEOUS

10.1

Entire Agreement. This Agreement, and all terms, conditions, warranties and representations herein, are for the sole and exclusive benefit of the signatories hereto. This Agreement constitutes the entire agreement of the parties as of its Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises and warranties made with respect to the subject matter of this Agreement.

10.2

Other Transactions. Except as specifically provided in this Agreement, none of the provisions of this Agreement, nor any oral or written statements, representations, commitments, promises or warranties made with respect to the subject matter of this Agreement shall be construed or relied upon by any party as the basis of, consideration of, or inducement to engage in, any separate agreement, transaction or commitment for any purpose whatsoever.

10.3

Prohibited and Unenforceable Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction. To the extent permitted by applicable law, each of Lessor and Lessee hereby waives any provision of applicable law which renders any provision hereof prohibited or unenforceable in any respect.

10.4

Enforcement. This Agreement, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be enforced by Lessor, Lessee and each of their agents, servants and personal representatives.

10.5

Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telegram, telecopy or telex, addressed as follows:

(a)

If to Lessor:

Aqua Sun Investments, L.L.C.

6745 Engle Road

Suite 110

Cleveland, OH 44130

Attention: Robert J. Amsdell

(a)

If to Lessee:

U-Store-It, L.P.

6745 Engle Road

Suite 300

Cleveland, OH 44130

Attention: Chief Financial Officer

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or (with respect to a telecopy or telex) the answer back being deemed conclusive, but not exclusive, evidence of such delivery, or at such time as delivery is refused by the addressee upon presentation.

10.6

Headings. The section and subsection headings in this Agreement are for the convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

10.7

Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

10.8

Amendments. No term or provision of this Agreement may be amended, changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought.

10.9

No Waiver. No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity.

10.10

No Assignments. Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other.

10.11

Governing Law. This Agreement has been negotiated and delivered in the State of Ohio and shall in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions.

SECTION

11. TRUTH IN LEASING

TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FARs

THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS DURING THE TWELVE (12) MONTHS PRECEDING THE EXECUTION OF THIS AGREEMENT EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD. LESSOR CERTIFIES AND LESSEE ACCEPTS THAT THE AIRCRAFT IS IN COMPLIANCE WITH APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 91.

LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

LESSEE ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED AND IN FACT WILL BE THE LESSEE OF SUCH AIRCRAFT AND RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL

AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.

THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, Lessor and Lessee have each caused this Non-Exclusive Aircraft Lease Agreement to be duly executed as of the Effective Date.


LESSOR:

AQUA SUN INVESTMENTS, L.L.C.

By:		/s/ Robert J. Amsdell
Name:		Robert J. Amsdell
Title:		Manager

LESSEE: U-STORE-IT, L.P.

By:		U-STORE-IT TRUST,
		General Partner



By:		/s/ Steven G. Osgood
Name:		Steven G. Osgood
Title:		President & Chief Financial Officer

NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT

Schedule A

Hourly Rent: $ 1,450 per Flight Hour

Exhibit 10.5

AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT is dated as of May 31st, 2005 by and among the entities identified on Schedule 1 - Sellers attached hereto (individually, a “Seller”, and collectively, “Sellers”) and U-STORE-IT, L.P., a Delaware limited partnership (“Buyer”), amends the Purchase and Sale Agreement with an effective date of March 1, 2005, between Sellers and Buyer (“Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, Sellers have requested that the Project located at 4101 E. Fort Lowell Road, Tucson, Arizona (“Fort Lowell Project”), be withdrawn from, and no longer be subject to, the Agreement;

WHEREAS, Buyer has requested that the Inspection Period be extended to June 27, 2005 solely with respect to environmental matters relating to the Projects, and that the Closing Date be extended to July 7, 2005; and

WHEREAS, Sellers and Buyer desire to amend the terms of the Agreement in furtherance of the foregoing.

NOW THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:

1. The Fort Lowell Project is hereby withdrawn from the Agreement, and the aggregate Acquisition Value for the Projects is hereby reduced by the Acquisition Value allocated to the Fort Lowell Project.

2. The Inspection Period is hereby extended to June 27, 2005, solely with respect to environmental matters relating to the Projects. Seller agrees to reasonably cooperate with Buyer to resolve matters of title with respect to the Projects. The Closing Date is hereby extended to July 7, 2005.

3. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. To facilitate execution of the Amendment, the parties may execute and exchange by facsimile counterparts of the signature pages.

[SIGNATURES ON THE FOLLOWING PAGE]


BUYER:

U-STORE-IT, L.P., a Delaware limited partnership

By:	U-Store-It Trust, its general partner

		By:	/s/ Steven G. Osgood
			Steven G. Osgood, President and Chief Financial Officer


SELLER:

Denver Investors, a Delaware Limited Partnership		Lakewood Business Center, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

By:	/s/ Dennis L. Winans		/s/ Dennis L. Winans
	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

EI Paso Investors, a Delaware Limited Partnership		Mesa Self Storage Investors, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Fort Lowell – NSS, a Delaware Limited Partnership		National Self Storage Equities, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Grant Pacific Corporation		NSS – Plma County, a Delaware Limited Partnership
		By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

National Self Storage Tucson Nos. 10, 11, 12, a Delaware Limited Partnership		NSS SW Investors, LP
By:	Islander (Delaware) Inc., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President



Oracle Business Plaza Associates, a Delaware Limited Partnership		SGMP TV/Kolb Investors, L.P.
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President		Dennis L. Winans, Vice President

Sacramento Investors, a Delaware Limited Partnership		SGMP Houston Investors, LP
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Utah Business Partners 1, a Delaware Limited Partnership		SGMP Equity Fund I Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Equity Fund II Limited Partnership		NSS Southern California, L.P.
By:	Self Storage GP Corp., General Partner	By:	NSS Southern California, Inc.

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Synott Limited Partnership		SSMC Mortgage Securities Trust 96-1
By:	Self Storage GP Corp., General Partner	By:	SSMC Funding Corp.

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

NSS Palo Verde, LP
By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

NSS New Mexico, Limited Partnership
By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

DESIGNATED PRINCIPALS:

/s/ W. Michael Schoff

W. MICHAEL SCHOFF

/s/ Robert H. Schoff

ROBERT H. SCHOFF

The undersigned hereby execute this Amendment for purposes of Section 7.5 and Section 11.3 of the Agreement

/s/ W. Michael Schoff

W. Michael Schoff

THE SCHOMAC GROUP, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, President

TEDCO, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, Vice President

Robert H. Schoff Revocable Trust Dated August 6, 2002

/s/ Robert H. Schoff

Robert H. Schoff, Trustee

Susan A. Harris Revocable Trust Dated November 9, 1999

/s/ Susan A. Harris

Susan A. Harris, Trustee

San Simeon Invesments IV L.P.

By: RMS GP Corp., an Arizona Corporation, General Partner

/s/ Ryan M. Schoff

Ryan M. Schoff, President

Trust B of the Charles E. Schoff Family Revocable 1975 Trust

/s/ Charles E. Schoff

Charles E. Schoff, Trustee

Exhibit 10.6

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated as of July 5, 2005 by and among the entities identified on Schedule 1 - Sellers attached hereto (individually, a “Seller”, and collectively, “Sellers”) and U-STORE-IT, L.P., a Delaware limited partnership (“Buyer”), amends the Purchase and Sale Agreement with an effective date of March 1, 2005, between Sellers and Buyer, as amended by an Amendment to Purchase and Sale Agreement dated May 31, 2005 (collectively, “Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, Sellers and Buyer have determined that the Closing Date for the sale and purchase of the Projects identified as HOU1, HOU2, HOU3, HOU4 and HOU5 in Schedule 2 of the Agreement be extended to July 15, 2005 and that the Closing Date for the sale and purchase of the balance of the Projects be extended to July 20, 2005 Projects; and

WHEREAS, Sellers and Buyer desire to amend the terms of the Agreement in furtherance of the foregoing.

1. The Closing Date for the Projects identified as HOU1, HOU2, HOU3, HOU4 and HOU5 in Schedule 2 of the Agreement is hereby extended to July 15, 2005 and the Closing Date for the balance of the Projects is hereby extended to July 20, 2005. The Earnest Money held by the Escrow Agent shall be applied to the cash portion of the Acquisition Value for the Projects subject to each Closing in the same ratio that the Acquisition Value for the Projects subject to each Closing bears to the Acquisition Value of all Projects.

2. Buyer acknowledges that the Inspection Period has expired and Buyer has waived Buyer’s right to terminate the Agreement pursuant to Sections 6.3(b) and 6.4(a) thereof.

[SIGNATURES ON THE FOLLOWING PAGE]


BUYER:

U-STORE-IT, L.P., a Delaware limited partnership

By:	U-Store-It Trust,
	its general partner

	By:	/s/ Steven G. Osgood
		Steven G. Osgood, President
		and Chief Financial Officer

SELLER:


Denver Investors, a Delaware Limited Partnership		Lakewood Business Center, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

By:	/s/ Dennis L. Winans	By:	/s/ Dennis L. Winans
	Dennis L. Winans, Vice President		Dennis L. Winans, Vice President

El Paso Investors, a Delaware Limited Partnership		Mesa Self Storage Investors, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Fort Lowell – NSS, a Delaware Limited Partnership		National Self Storage Equities, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Grant Pacific Corporation		NSS – Pima County, a Delaware Limited Partnership
		By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

National Self Storage Tucson Nos. 10, 11, 12, a Delaware Limited Partnership		NSS SW Investors, LP
By:	Islander (Delaware) Inc., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President


Oracle Business Plaza Associates, a Delaware Limited Partnership		SGMP TV/Kolb Investors, L.P.
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Sacramento Investors, a Delaware Limited Partnership		SGMP Houston Investors, LP
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Utah Business Partners I, a Delaware Limited Partnership		SGMP Equity Fund I Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Equity Fund II Limited Partnership		NSS Southern California, L.P.
By:	Self Storage GP Corp., General Partner	By:	NSS Southern California, Inc.

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Synott Limited Partnership		SSMC Mortgage Securities Trust 96-1
By:	Self Storage GP Corp., General Partner	By:	SSMC Funding Corp.

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

NSS Palo Verde, LP
By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

NSS New Mexico, Limited Partnership
By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

DESIGNATED PRINCIPALS:

/s/ W. Michael Schoff

W. Michael Schoff

/s/ Robert H. Schoff

Robert H. Schoff

The undersigned hereby execute this Amendment for purposes of Section 7.5 and Section 11.3 of the Agreement

/s/ W. Michael Schoff

W. Michael Schoff

THE SCHOMAC GROUP, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, President

TEDCO, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, Vice President

Robert H. Schoff Revocable Trust Dated August 6, 2002

/s/ Robert H. Schoff

Robert H. Schoff, Trustee

Susan A. Harris Revocable Trust Dated November 9, 1999

/s/ Susan A. Harris

Susan A. Harris, Trustee

San Simeon Investments IV L.P.

By: RMS GP Corp., an Arizona Corporation, General Partner

/s/ Ryan M. Schoff

Ryan M. Schoff, President

Trust B of the Charles E. Schoff Family Revocable 1975 Trust

/s/ Charles E. Schoff

Charles E. Schoff, Trustee

Exhibit 10.7

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated as of July 20, 2005 by and among the entities identified on Schedule 1 - Sellers attached hereto (individually, a “Seller”, and collectively, “Sellers”) and U-STORE-IT, L.P., a Delaware limited partnership (“Buyer”), amends the Purchase and Sale Agreement with an effective date of March 1, 2005, between Sellers and Buyer, as amended by an Amendment to Purchase and Sale Agreement dated May 31, 2005 and a Second Amendment to Purchase and Sale Agreement dated July 5, 2005 (collectively, “Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, Sellers and Buyer have determined that the Closing Date for the sale and purchase of the Projects identified on Schedule 2 - Projects be extended to not later than July 29, 2005; and

WHEREAS, Sellers and Buyer desire to amend the terms of the Agreement in furtherance of the foregoing.

1. The Closing Date for the Projects identified on Schedule 2 hereto is hereby extended to not later than July 29, 2005. The Earnest Money held by the Escrow Agent shall be applied to the cash portion of the Acquisition Value for the Projects closing on July 20, 2005.

2. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. To facilitate execution of the Amendment, the parties may execute and exchange by facsimile counterparts of the signature pages.

[SIGNATURES ON THE FOLLOWING PAGES]


BUYER:
U-STORE-IT, L.P. , a Delaware limited partnership

By:	U-Store-It Trust, its general partner

	By:	/s/ Steven G. Osgood
		Steven G. Osgood, President and Chief Financial Officer


SELLER:
Denver Investors, a Delaware Limited Partnership		Lakewood Business Center, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

By:	/s/ Dennis L. Winans	By:	/s/ Dennis L. Winans
	Dennis L. Winans, Vice President		Dennis L. Winans, Vice President

El Paso Investors, a Delaware Limited Partnership		Mesa Self Storage Investors, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Fort Lowell – NSS, a Delaware Limited Partnership		National Self Storage Equities, a Delaware Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Grant Pacific Corporation		NSS – Pima County, a Delaware Limited Partnership
		By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

National Self Storage Tucson Nos. 10, 11, 12, a		NSS SW Investors, LP
Delaware Limited Partnership
By:	Islander (Delaware) Inc., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Oracle Business Plaza Associates, a Delaware Limited Partnership		SGMP TV/Kolb Investors, L.P.
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President


Sacramento Investors, a Delaware Limited Partnership		SGMP Houston Investors, LP
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

Utah Business Partners I, a Delaware Limited Partnership		SGMP Equity Fund I Limited Partnership
By:	Self Storage GP Corp., General Partner	By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Equity Fund II Limited Partnership		NSS Southern California, L.P.
By:	Self Storage GP Corp., General Partner	By:	NSS Southern California, Inc

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

SGMP Synott Limited Partnership		SSMC Mortgage Securities Trust 96-1
By:	Self Storage GP Corp., General Partner	By:	SSMC Funding Corp.

	/s/ Dennis L. Winans		/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President	By:	Dennis L. Winans, Vice President

NSS Palo Verde, LP
By:	Self Storage GP Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

NSS New Mexico, Limited Partnership
By:	MR Partner Corp., General Partner

	/s/ Dennis L. Winans
By:	Dennis L. Winans, Vice President

DESIGNATED PRINCIPALS.

/s/ W. Michael Schoff

W. Michael Schoff

/s/ Robert H. Schoff

Robert H. Schoff

The undersigned hereby execute this Amendment for purposes of Section 7.5 and Section 11.3 of the Agreement

/s/ W. Michael Schoff

W. Michael Schoff

THE SCHOMAC GROUP, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, President

TEDCO, INC., an Arizona Corporation

/s/ Dennis L. Winans

Dennis L. Winans, Vice President

Robert H. Schoff Revocable Trust Dated August 6, 2002

/s/ Robert H. Schoff

Robert H. Schoff, Trustee

Susan A. Harris Revocable Trust Dated November 9, 1999

/s/ Susan A. Harris

Susan A. Harris, Trustee

San Simeon Investments IV L.P.

By: RMS GP Corp., an Arizona Corporation, General Partner

Ryan M. Schoff, President

Trust B of the Charles E. Schoff Family Revocable 1975 Trust

Charles E. Schoff, Trustee

SCHEDULE 1

Sellers

Denver Investors L.P.

El Paso Investors L.P.

Ft. Lowell-NSS LP.

Grant Pacific Corporation

Lakewood Business Center L.P.

Mesa Self Storage Investors L.P.

NSS Equities L.P.

NSS Pima County L.P.

NSS TUC 10,11, 12 L.P.

Oracle Business Plaza Assoc.

Sacramento Investors L.P.

Utah Business Partners I L.P.

NSS SW Investors L.P.

SGMP TV/Kolb Investors L.P.

SGMP Houston Investors L.P.

SGMP Equity Fund I L.P.

SGMP Equity Fund II L.P.

SGMP Synott L.P.

NSS Palo Verde L.P.

SSMC Mortgage Securities

Trust 96-1

NSS New Mexico L.P.

NSS Southern California L.P.

SCHEDULE 2

PROJECTS


Owner Name & Entity Information	Site	Street Address	City, State, Zip	Acquisition Value
NSS SW Investors, LP	CAR 1	304 S. Sixth Street	Carlsbad, NM 8822D	1,986,500
Entity Type: LP, State of Formation: Arizona	CEN 1	6000 Welch	El Paso, Tx 79905	1,023,100
	DEM 1	1010 S. Diamond Avenue	Deming, NM 88030	1,371,300
	ELP 5	301 N. Clark	El Paso, Tx 79905	3,193,100
	ELP 6	11565 James Watt	El Paso, TX 79936	1,198,900
	GRN 1	630 W. Camino Casa Verde	Green Valley, AZ 85614	1,370,200
	LOV 1	1100 N. Love Street	Lovinglon, NM 88260	450,600
	LUC 1	1100 E. Madrid Street	Las Cruces, NM 88001	2,476,600
	MOB 1	1200 N. Love Street	Lovinglon, NM 88260	232,600
	SIL1	11172 Hwy 180	Silver City, NM 88061	620,700
	TOC 1	801 N. Hwy #51	Truth or Consequences NM 87901	42,100
SGMP Equity Fund I Limited Partnership	LOS 2	6491 Maple Ave.	Westminster, CA 92683	6,656,900
Entity Type: LP, State of Formation: Arizona	MEM 1	7777 Moriarty Road	Cordova, TN 38018	2,684,400
	MEM 2	5141 American Way	Memphis, TN 38115	1,924,300
	MEM 3	6390 Winchester Rd.	Memphis, TN 38115	1,451,800
	MEM 4	4705 Winchester Rd.	Memphis, TN 38118	1,896,500
	SAN 2	946 E. Rancheros Drive	San Marcos, CA 92683	2,952,800
SGMP Equity Fund II Limited Partnership	HOU 6	9900 Rowlett	Houston, TX 77075	1,066,800
Entity Type: LP, State of Formation: Arizona	KNX 1	4811 Central Avenue Pike	Knoxville,TN 37912	3,994,200
	KNX 2	4709 Chapman Highway	Knoxville, TN 37920	2,835,900
	KNX 3	8713 Unicorn Drive	Knoxville, TN 37923	5,323,100
	KNX 4	142 Airport Plaza Drive	Alcoa, TN 37701	2,310,300
SGMP Synott Limited Partnership	HOU 12	7001 Synott	Houston, TX 77083	1,791,300
Entity Type: LP, State of Formation: Arizona	HOU 14	104 Holleman Dr.	College Station, TX 77840	1,515,000

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Robert J. Amsdell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of U-Store-It Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2005

/ S / R OBERT J. A MSDELL

Robert J. Amsdell

Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Steven G. Osgood, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of U-Store-It Trust;

(b) Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2005

/ S / S TEVEN G. O SGOOD

Steven G. Osgood

President and Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of U-Store-It Trust (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge on the date hereof:

(a)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2005 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ R OBERT J. A MSDELL

Robert J. Amsdell

Chief Executive Officer

August 12, 2005

/ S / S TEVEN G. O SGOOD

Steven G. Osgood

Chief Financial Officer

August 12, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.1

ACKNOWLEDGMENT AND AGREEMENT OF ADJUSTMENT TO ACQUISITION

CONSIDERATION

This ACKNOWLEDGMENT AND AGREEMENT OF ADJUSTMENT TO ACQUISITION CONSIDERATION (this “Agreement”) is entered into as of May 14, 2005 by and between U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”), and Rising Tide Development, LLC, a Delaware limited liability company (the “Optionor”).

WHEREAS, pursuant to that certain Option Agreement dated as of October 27, 2004 between Optionor and the Operating Partnership (the “Option Agreement”), Optionor has granted the Operating Partnership an option to purchase Optionor’s interests in the Option Properties for the consideration and upon the terms and conditions set forth in the Option Agreement;

WHEREAS, on March 18, 2005, the Operating Partnership exercised its option to purchase the Option Properties located at 3730 S. Orange Avenue, Orlando, Florida (the “S. Orange Avenue Facility”) and 12560 S. Military Trail, Boynton Beach, Florida (the “S. Military Trail Facility”) from the Optionor for Acquisition Consideration of $6,800,000 (consisting of $3,539,917 in cash and 189,871 Units, with an agreed upon value of $3,260,083) and $5,000,000 (consisting of $3,225,901 in cash and 103,326 Units, with an agreed upon value of $1,774,099), respectively;

WHEREAS, the parties hereto have determined that the Acquisition Consideration for each of the Option Properties was calculated incorrectly (i.e., the exercise price paid was in excess of that contemplated by the Option Agreement); and

WHEREAS, the parties hereto desire to make certain adjustments and take certain actions as are necessary to accurately reflect the correct calculation and payment of the Acquisition Consideration contemplated pursuant to the Option Agreement.

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

Recalculation of Acquisition Consideration . The Acquisition Consideration to be paid by the Operating Partnership for the S. Orange Avenue Facility shall be $6,116,850, consisting of $3,539,917 in cash and 150,083 Units, with an agreed upon value of $2,576,933. The Acquisition Consideration to be paid by the Operating Partnership for the S. Military Trail Facility shall be $3,962,700 consisting of $3,225,901 in cash and 42,912 Units, with an agreed upon value of $736,799.

Return of Certain Acquisition Consideration . Effective as of the date hereof, the parties hereto agree that 100,202 Units previously issued to the Optionor hereby are canceled. The Operating Partnership shall reflect such cancellation of Units on the books and records of the Operating Partnership and the Optionor shall no longer have any right, title or interest with respect to such Units. In addition, the Optionor hereby agrees to promptly return and deliver to the Operating Partnership $28,057 in cash (which cash represents the distribution paid by the Operating Partnership on such cancelled Units on April 25, 2005).

Definitions . All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Option Agreement.

Effect on Option Agreement . All terms and conditions of the Option Agreement shall remain unchanged and continue in full force and effect.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF , each of the undersigned has duly executed and delivered this Agreement as of the date first set forth above.


U-STORE-IT, L.P.

By:	U-Store-It Trust, its general partner

	By:	/s/ Steven G. Osgood
	Name:	Steven G. Osgood
	Title:	President and Chief Financial Officer

RISING TIDE DEVELOPMENT, LLC

By:	Mizzen, LLC, its sole member



		By:		Amsdell Holdings X, Inc., its manager



				By:		/s/ Robert J. Amsdell
				Name:		Robert J. Amsdell
				Title:		President

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