FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

EXHIBIT 10.2

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of August 13, 2009 (the “Effective Date”) by and between YSI VENTURE LP LLC, a Delaware limited liability company (“Operator LP”), and XXXX — YSI INVESTOR LP LLC, a Delaware limited liability company (“Investor LP”).

RECITALS

A. On August 6, 2009, Operator LP and Investor LP entered into that certain Contribution Agreement (the “Contribution Agreement”) pursuant to which a joint venture would be formed to own certain real estate.  Capitalized terms used herein, but not defined in this Amendment, shall have the meanings given to such terms in the Contribution Agreement.

B. Operator LP and Investor LP now wish to modify certain terms and provisions of the Contribution Agreement on the terms set forth in this Amendment.

In consideration of the foregoing statements and the mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree, each intending to be legally bound, as follows:

1. Amendment to Section 7.4(a).  Section 7.4(a) of the Agreement is hereby modified to add an additional subsection (vii) as follows:

“(vii) arising from or in connection with any claim or proceeding against the Investor LP, Investor GP or the Company by a bankruptcy trustee or other third party in, or in connection with, a bankruptcy, insolvency or other creditors’ rights action or proceeding in which U-Store-It Trust, a Maryland real estate investment trust, YSI LP, Operator LP, Operator GP or any of their Affiliates is a debtor, the result of which causes the Company to lose any right, title or interest in all or any of the Locations, or any of its other assets; provided, however, to the extent that the Company actually recovers any of such loss from the applicable title company as a result of title insurance coverage under the Company’s title insurance policies, the amount of such recovery shall reduce the amount of the loss covered under the indemnity provisions of this subsection (vii); and if Operator LP has already reimbursed the Company for such loss, then the Company shall refund to Operator LP the amount of such reimbursement to the extent of such recovery under the Company’s title insurance policies.”

The other portions of Section 7.4(a) contained in the Contribution Agreement shall otherwise remain unchanged and in full force and effect.

2. Amendment of Agreements at Second Closing Date.  If a Closing shall occur on the Second Closing Date pursuant to the terms of the Contribution Agreement, then Investor LP and Operator LP agree that the New Management Agreement and the New Services Agreement shall be amended as of the Second Closing Date so as to include all additional Locations which are contributed to the Company as of the Second Closing Date within the terms of said agreements.

3. Amendments Regarding Vehicles.   Investor LP and Operator LP hereby acknowledge that, notwithstanding the provisions of Section 1.3(d) and Section 4.7 of the Contribution Agreement, the Vehicles will not be transferred to the Company.  Rather, the New Management Agreement will contain provisions (acceptable to Investor LP and Operator LP) requiring that the Property Manager coordinate the availability of Vehicles at the Locations in the ordinary course of the operation of the Locations (it being agreed that the Vehicles will be also available to non-Company facilities operated by YSI LP (or its Affiliates on a non-discriminatory basis).  In that regard:

(a) Section 1.3(d) of the Contribution Agreement is hereby amended to strike therefrom the words “including trucks and/or vehicles located at each Location (“Vehicles”)”; and

(b) Section 4.7 is hereby stricken from the Contribution Agreement.

4. Certain Typographical Corrections.  The following provisions of the Contribution Agreement are hereby amended to correct typographical errors therein:

(a) The words “With respect to Material Objections” contained at the beginning of the fourth sentence of Section 3.2(c) of the Contribution Agreement shall be replaced with the words “With respect to any Title Defects”; and

(b) The references to “Investor LP” and “Investor GP” in subsection (j) of Section 3.5 of the Contribution Agreement shall be replaced with references to “Operator LP” and “Operator GP”.

5. Modification of Exhibit C and Exhibit D.  Investor LP and Operator LP acknowledge that EXHIBIT D incorrectly identified Location #702 (4309 Xxxxxxx Road, Tampa FL) as a Tranche II Location and that such is actually a Tranche I Location.  As such, the REVISED EXHIBIT C and REVISED EXHIBIT D attached to this Amendment are substituted in the place and stead of EXHIBIT C and EXHIBIT D originally attached to the Contribution Agreement.

6. Miscellaneous. Except as expressly amended hereby, the Contribution Agreement shall remain unmodified and in full force and effect.  This Amendment may be executed in counterparts and may be executed by facsimile or electronic transmission of signatures by the parties and such facsimile or electronic signatures shall be valid and binding for all purposes.

[Signature Pages Follow as S-1 and S-2]

2

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the Effective Date.

	OPERATOR LP:
	YSI VENTURE LP LLC, a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President
	INVESTOR LP:
	XXXX — YSI INVESTOR LP LLC, a Delaware limited liability company
	By:	XXXXXXX AMERICA REAL ESTATE HOLDING, L.P., a Delaware limited liability company, its sole member
	By:	XXXXXXX AMERICA REAL ESTATE HOLDING GP, LLC, a Delaware limited liability company, its general partner
	By:	XXXXXXX AMERICA REAL ESTATE REIT LLC, a Delaware limited liability company, its managing member
	By:	XXXXXXX AMERICA REAL ESTATE TRUST, L.P., a Delaware limited partnership, its managing member
	By:	XXXXXXX AMERICA REAL ESTATE TRUST, LLC, a Delaware limited liability company, its general partner
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Senior Vice President

S-1

JOINDER AND AGREEMENT OF YSI LP AND AFFILIATE OWNERS

By executing below, the undersigned hereby joins in this First Amendment to Contribution Agreement for the sole and limited purpose of: (a) consenting to and acknowledging the amendments to the Contribution Agreement effectuated thereby; and (b) reaffirming any obligations of the undersigned which arise under the terms of the Contribution Agreement and acknowledging that such obligations are not released or impaired by virtue of the Amendment.

	U-STORE-IT, L.P., a Delaware limited partnership
	By:	U-STORE-IT TRUST, a Maryland real estate investment trust, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Senior Vice President, Chief
		Legal Officer and Secretary
	YSI III LLC, a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President
	USI II, LLC, a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President
	ACQUIPORT/AMSDELL III, LLC, a Delaware limited liability company
	By:	U-Store-It, L.P., a Delaware limited partnership,
		its sole manager
		By:	U-Store-It Trust, a Maryland real estate
			investment trust, its general partner
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President, Chief
			Legal Officer and Secretary

S-2

REVISED EXHIBIT C

LIST OF TRANCHE I LOCATION OWNERS

ID		Location Address		City		State		Owner
272		000 X. Xxxxx Xxxx		Xxxx		XX		U-STORE-IT, L.P.
273		0000 X Xxxxxxx Xxxx Xx		Xxxx		XX		U-STORE-IT, L.P.
274		000 X Xxxxxxx Xxxx Xx		Xxxx		XX		U-STORE-IT, L.P.
201		000 X Xxxxxxx Xxx		Xxxxxxxx		XX		U-STORE-IT, L.P.
759		0000 Xxxxxx Xxxxxx		Xxxxxxxxxx		XX		U-STORE-IT, L.P.
371		0000 X Xxxxxxxx Xx		Xxxxxx		XX		ACQUIPORT/AMSDELL III, LLC
336		00000 Xxxxxxxx Xxxx		Xxxxxxxx		XX		ACQUIPORT/AMSDELL III, LLC
316		000 Xxxxxx Xx		X. Xxxxxxx		XX		USI II, LLC
370		000 Xxxxx Xx		Xxxxxxxx		XX		ACQUIPORT/AMSDELL III, LLC
710		0000 Xxxxx Xxxxxxx Xxxxx		Xxxxxxxxxxxx		XX		U-STORE-IT, L.P.
640		0000 X Xxxxxx Xxx		Xxxx		XX		U-STORE-IT, L.P.
573		0000 X Xxxxx Xxx		X. Xxxx Xxxxx		XX		U-STORE-IT, L.P.
311		60 Xxxxxxx Xx		E. Hanover		NJ		USI II, LLC
727		000 X Xxxxx Xx		Xxxxxxxxx		XX		U-STORE-IT, L.P.
310		23711 Miles Rd		Warrenville		OH		USI II, LLC
645		0000 X Xxxxxxxx Xx		Xxxxxxxxx		XX		U-STORE-IT, L.P.
764		0000 Xxxxxxxxxxxx Xx.		Xxxxxxxxx		XX		U-STORE-IT, L.P.
765		0000 Xxxxxxx Xxxx		Xxxxxxxxx		XX		U-STORE-IT, L.P.
766		0000 Xxxxxxx Xxxx		Xxxxxxxxx		XX		U-STORE-IT, L.P.
748		00000 XX 000X		Xxxxxx		XX		U-STORE-IT, L.P.
751		000 X. Xxxxxxxx Xxxx		Xxxxxx		XX		U-STORE-IT, L.P.
702		0000 Xxxxxxx Xxxx		Xxxxx		XX		U-STORE-IT, L.P.

C-1

REVISED EXHIBIT D

LIST OF TRANCHE II LOCATION OWNERS

ID		Location Address		City		State		Owner
275		0000 X. 00xx Xxxxxx		Xxxxxxx		XX		U-STORE-IT, L.P.
574		0000 XX 0xx Xxx		Xxxxx Xxxxx		XX		U-STORE-IT, L.P.
304		0000 Xxxxxxx Xxx		Xxxxx		XX		U-STORE-IT, L.P.
698		0000 Xxxxxxxxxxxxx Xxxxxxx		Xxxxxxx		XX		U-STORE-IT, L.P.
610		00000 X Xxxx Xx		Xxxxxxx		XX		YSI III LLC
620		000 X 00xx Xx		Xxxxxxxx		XX		YSI III LLC
608		16731 S Halsted		Harvey		IL		YSI III LLC
605		0000 Xxxxx Xx		Xxx Xxxxx Xxxxxxx		XX		YSI III LLC
611		0000 X Xxxxxxxx Xxx		Xxxxxxx		XX		YSI III LLC
614		0000 X Xxxxxxx Xx		X. Xxxxxxx		XX		YSI III LLC
618		000 X Xxxxxxxx Xx		Xxxxxxxx		XX		YSI III LLC
613		0000 X Xxxxxxxxxxx Xx		Xxxxxxxxx		XX		YSI III LLC
627		0000 Xxxx Xxxxx Xx		Xxxxxxxxxxxx		XX		YSI III LLC
629		0000 Xxxxxxxx Xx		Xxxxxxxxxxxx		XX		YSI III LLC
570		00000 Xxxxxx Xxxxxx Xx		Xxxxxxxxxx		XX		U-STORE-IT, L.P.
293		0000 X. Xxxxxxxx Xxxxxx		Xxx Xxxxx		XX		U-STORE-IT, L.P.
292		0000 X. Xxxxxx Xxxx.		Xxx Xxxxx		XX		U-STORE-IT, L.P.
778		0000 Xxxx Xxxx Xx		Xxxxxxxxxxxx		XX		U-STORE-IT, L.P.
740		0000 Xxxxxxxxxx 00		Xxxxxxxxxx		XX		U-STORE-IT, L.P.
743		0000 Xxxxxx Xxxxxx		Xxxxxxxxxx		XX		U-STORE-IT, L.P.

D-1