U-Store-It Trust SC 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOJeyy+rfS/fHdx9Lj2TKGMRw57s8SoZ/ozwLl56UGeOGzU5lq9sG4i+yP9f/15z 1K3y4baYbfrs0zOaCulvrQ== 0000950152-07-009133.txt : 20071116 0000950152-07-009133.hdr.sgml : 20071116 20071116172117 ACCESSION NUMBER: 0000950152-07-009133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 GROUP MEMBERS: AMSDELL AND AMSDELL GROUP MEMBERS: AMSDELL HOLDINGS I, INC. GROUP MEMBERS: AMSDELL REAL ESTATE TRUST GROUP MEMBERS: BARRY L. AMSDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U-Store-It Trust CENTRAL INDEX KEY: 0001298675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201024732 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80122 FILM NUMBER: 071254185 BUSINESS ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44130 BUSINESS PHONE: (440) 234-0700 MAIL ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSDELL ROBERT J CENTRAL INDEX KEY: 0001306271 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 440-234-0700 MAIL ADDRESS: STREET 1: 6745 ENGLE ROAD STREET 2: SUITE 300 CITY: MIDDLEBURG HEIGHTS STATE: OH ZIP: 44130 SC 13D/A 1 l28908asc13dza.htm U-STORE-IT TRUST SC 13D/A U-Store-It Trust SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

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

U-Store-It Trust

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91274F 10 4

(CUSIP Number)

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

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

November 7, 2007

(Date of Event which Requires Filing of this Statement)

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

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

(Continued on following pages)


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

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


CUSIP No.		91274F 10 4		Page 2 of 11

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

Robert J. Amsdell

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

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

OO, PF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

1,173,263.5

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,934,942

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,173,263.5

WITH

SHARED DISPOSITIVE POWER

3,934,942

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,108,205.5*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.7%

TYPE OF REPORTING PERSON*

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


CUSIP No.		91274F 10 4		Page 3 of 11

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

Barry L. Amsdell

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

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

348,225.5

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,934,942

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

348,225.5

WITH

SHARED DISPOSITIVE POWER

3,934,942

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,283,167.5*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.3%

TYPE OF REPORTING PERSON*

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


CUSIP No.		91274F 10 4		Page 4 of 11

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

Amsdell and Amsdell

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

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

3,597,186*

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

3,597,186*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,597,186*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.2%

TYPE OF REPORTING PERSON*

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


CUSIP No.		91274F 10 4		Page 5 of 11

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

Amsdell Holdings I, Inc.

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

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

337,756*

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

337,756*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

337,756*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.58%

TYPE OF REPORTING PERSON*

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


CUSIP No.		91274F 10 4		Page 6 of 11

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

Amsdell Real Estate Trust dtd. October 3, 1989

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

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

604,510*

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

604,510*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

604,510*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.0%

TYPE OF REPORTING PERSON*

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


CUSIP No.		91274F 10 4		Page 7 of 11

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 1 to Schedule 13D is filed by Robert J. Amsdell, Barry L. Amsdell, Amsdell and Amsdell (“Amsdell and Amsdell”), an Ohio general partnership, Amsdell Holdings I, Inc. (“Amsdell Holdings”), an Ohio corporation, and the Amsdell Real Estate Trust dated October 3, 1989 (the “Trust”), an Ohio trust (collectively, the “Reporting Persons”), relating to acquisitions by Amsdell and Amsdell of shares of common stock, par value $0.01 per share (the “Shares”), of U-Store-It Trust, a Maryland real estate investment trust (the “Company”).

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

Item 3 is amended and supplemented as follows:

The Shares reported in Item 5(c) as having been acquired by Amsdell and Amsdell were required for the aggregate purchase price of approximately $11,078,153 (excluding commissions) with a combination of working capital of Amsdell and Amsdell and borrowed funds as described below.

On November 8, 2007, Amsdell and Amsdell entered into a loan for $3.0 million from Rising Tide Development, LLC, a Delaware limited liability company (“Rising Tide”). Rising Tide is owned 40% each by Robert Amsdell and Barry Amsdell and 10% each by irrevocable family trusts. The loan is payable on demand and bears interest at the rate of 5.0% per year. The cognovit demand promissory note evidencing the loan is attached as Exhibit 7.10.

Effective December 12, 2006, the Huntington National Bank (“Huntington”) entered into a $2.0 million revolving credit agreement with Robert Amsdell and Barry Amsdell. Under this revolver, Robert Amsdell and Barry Amsdell borrowed $2.0 million and contributed these funds to Amsdell and Amsdell for the purchase of the Shares. The loan is due December 12, 2009 and bears interest at the rate of LIBOR plus 250 basis points. The note evidencing this loan is attached as Exhibit 7.11.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and 5(c) is amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 57,700,200 Shares outstanding.

Robert Amsdell beneficially owns 3,781,269 Shares and 1,326,936.5 partnership units (the “Units”) of U-Store-It, L.P., the Company’s operating partnership (“USI”), which are redeemable for shares of the Company on a one-for-one basis, including 3,409,937 Shares and 187,249 Units owned by Amsdell and Amsdell, 337,756 Units owned by Amsdell Holdings and 604,510 Units owned by the Trust, or 8.7% of the outstanding Shares plus Units beneficially owned by Robert Amsdell. Barry Amsdell beneficially owns 3,560,741 Shares and 722,426.5 Units of USI, including 3,409,937 Shares and 187,249 Units owned by Amsdell and Amsdell and 337,756 Units owned by Amsdell Holdings, or 7.3% of the outstanding Shares plus Units beneficially owned by Barry Amsdell. Amsdell and Amsdell beneficially owns 3,409,937 Shares and 187,249 Units of USI, or 6.2% of the outstanding Shares plus Units beneficially


CUSIP No.		91274F 10 4		Page 8 of 11

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

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

(c) Since the filing of the Reporting Persons’ Schedule 13D dated August 8, 2007 (the “Original Schedule 13D”), Amsdell and Amsdell purchased 1,037,337 Shares in open market transactions as set forth below:


			Approximate Per Share Price
			($)
Date	Number of Shares		(Excluding Commissions)

11/5/07		1,800		10.49
11/5/07		11,400		10.50
11/5/07		4,200		10.51
11/5/07		9,513		10.52
11/5/07		16,200		10.53
11/5/07		30,200		10.54
11/5/07		114,245		10.55
11/5/07		5,100		10.56
11/5/07		1,800		10.57
11/5/07		2,200		10.58
11/5/07		1,937		10.59
11/5/07		23,642		10.60
11/5/07		1,000		10.77
11/5/07		200		10.78
11/5/07		600		10.79
11/5/07		3,100		10.80
11/5/07		400		10.93
11/5/07		5,700		10.94
11/5/07		4,100		10.95
11/7/07		29,800		10.60
11/7/07		5,000		10.61
11/7/07		12,600		10.62
11/7/07		20,400		10.63
11/7/07		9,500		10.64
11/7/07		84,800		10.65
11/7/07		33,800		10.66
11/7/07		18,900		10.67


CUSIP No.		91274F 10 4		Page 9 of 11


			Approximate Per Share Price
			($)
Date	Number of Shares		(Excluding Commissions)
11/7/07		22,200		10.68
11/7/07		5,500		10.69
11/7/07		205,900		10.70
11/7/07		13,600		10.71
11/7/07		6,000		10.72
11/7/07		1,000		10.73
11/7/07		2,500		10.74
11/7/07		28,500		10.75
11/8/07		2,600		10.70
11/8/07		100		10.71
11/8/07		6,700		10.72
11/8/07		7,900		10.73
11/8/07		21,700		10.74
11/8/07		119,800		10.75
11/8/07		4,600		10.76
11/8/07		9,800		10.77
11/8/07		7,300		10.78
11/8/07		5,100		10.79
11/8/07		114,400		10.80


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

Item 6 is amended and supplemented as follows:

On September 27, 2007, Amsdell and Amsdell pledged 1,147,648 Shares to Huntington to further secure payment of the Amsdell and Amsdell loan from Huntington described in Item 6 of the Original Schedule 13D. The total amount available under this loan is $51.0 million.

On August 21 and 22, 2007, Amsdell and Amsdell pledged a total of 200,000 Shares to further secure loans by Harris Trust and Savings Bank to the Robert J. Amsdell Family Irrevocable Trust dated June 4, 1998 and the Loretta Amsdell Family Irrevocable Trust dated June 4, 1998 described in Item 6 of the Original Schedule 13D. On November 8, 2007, Amsdell and Amsdell pledged 9,952 Shares and on November 9, 2007 Robert Amsdell pledged 261,152 Shares, Barry Amsdell pledged 40,624 Shares, and Amsdell and Amsdell pledged an additional 80,272 Shares to further secure these loans.

The security agreements that govern the pledges referenced in this Item 6 are attached as Exhibits 7.7, 7.8 and 7.12.

Item 7. Material to be Filed as Exhibits.

Item 7 is supplemented as follows:


CUSIP No.		91274F 10 4		Page 10 of 11

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

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

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

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

7.5 Investment Property Security Agreement between Robert J. Amsdell and the Huntington National Bank dated December 7, 2006

7.6 Investment Property Security Agreement between Barry Amsdell and the Huntington National Bank dated December 7, 2006

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

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

7.9 Joint Filing Agreement*

7.10 Cognovit Demand Promissory Note dated November 8, 2007 in favor of Rising Tide Development, LLC*

7.11 Second Amendment to Revolving Promissory Note and First Amendment to Third Amended and Restated Revolving Credit Loan Agreement effective as of December 12, 2006*

7.12 Investment Property Security Agreement between Amsdell and Amsdell and the Huntington National Bank dated September 27, 2007*


*		Filed herewith

SIGNATURE

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

Date: November 16, 2007



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



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


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


	Amsdell Holdings I, Inc.
	s/ Robert J. Amsdell
	By: Robert J. Amsdell, President


	Amsdell Real Estate Trust dtd. October 3, 1989
	s/ Robert J. Amsdell
	By: Robert J. Amsdell, Sole Trustee

Page 11 of 11

EXHIBIT INDEX


Exhibit
Number		Description

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

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

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

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

7.5		Investment Property Security Agreement between Robert J. Amsdell and the Huntington National Bank dated December 7, 2006

7.6		Investment Property Security Agreement between Barry Amsdell and the Huntington National Bank dated December 7, 2006

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

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

7.9		Joint Filing Agreement*

7.10		Cognovit Demand Promissory Note dated November 8, 2007 in favor of Rising Tide Development, LLC*

7.11		Second Amendment to Revolving Promissory Note and First Amendment to Third Amended and Restated Revolving Credit Loan Agreement effective as of December 12, 2006*

7.12		Investment Property Security Agreement between Amsdell and Amsdell and the Huntington National Bank dated September 27, 2007*


*		Filed herewith

EX-7.9 2 l28908aexv7w9.htm EX-7.9 EX-7.9

EXHIBIT 7.9

AGREEMENT OF JOINT FILING

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

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

IN WITNESS WHEREOF, the undersigned have executed this Agreement.



Date: November 16, 2007	s/ Robert J. Amsdell
	Robert J. Amsdell, Individually



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


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


	Amsdell Holdings I, Inc.
	s/ Robert J. Amsdell
	By: Robert J. Amsdell, President


	Amsdell Real Estate Trust dtd. October 3, 1989
	s/ Robert J. Amsdell
	By: Robert J. Amsdell, Sole Trustee

EX-7.10 3 l28908aexv7w10.htm EX-7.10 EX-7.10

Exhibit 7.10

COGNOVIT DEMAND PROMISSORY NOTE



$3,000,000.00		Cleveland, Ohio November 8, 2007

FOR VALUE RECEIVED, AMSDELL AND AMSDELL, an Ohio general partnership having an address at 6755 Engle Road, Suite A, Middleburg Heights, OH 44130 hereby unconditionally promises to pay to the order of Rising Tide Development, LLC, a Delaware limited liability company, having an address at 6755 Engle Road, Suite A, Middleburg Heights, OH 44130 (“Payee”), or at such place as the holder hereof may from time to time designate, the principal sum of Three Million Dollars ($3,000,000.00), or such lesser amount as from time to time may be outstanding hereunder, in lawful money of the United States of America plus interest at a rate of five percent (5%) per annum, payable pursuant to the terms of this Cognovit Demand Promissory Note (“Note”). Interest shall be calculated based upon a year comprised of 360 days. Both unpaid principal and accrued interest shall be PAYABLE ON DEMAND.

ARTICLE 1 — SAVINGS CLAUSE

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

ARTICLE 2 — NO ORAL CHANGE

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

ARTICLE 3 — WAIVERS

Maker and all others who may become liable for the payment of all or any part of this Note do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note made

by agreement between Payee or any other person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Maker, and any other person who may become liable for the payment of all or any part under this Note. No notice to or demand on Maker shall be deemed to be a waiver of the obligation of Maker or of the right of Payee to take further action without further notice or demand as provided for in this Note.

ARTICLE 4 — PREPAYMENTS

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

ARTICLE 5 — GOVERNING LAW

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

ARTICLE 6 — NO CONSUMER TRANSACTION

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

ARTICLE 7 — SEVERABILITY

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

ARTICLE 8 — CONFESSION OF JUDGMENT

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

[NO FURTHER TEXT ON THIS PAGE]

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

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


	AMSDELL AND AMSDELL, an Ohio general partnership
	By:	/s/ Robert J. Amsdell
		Robert J. Amsdell, a general partner


and	By:	/s/ Barry L. Amsdell
		Barry L. Amsdell, a general partner

EX-7.11 4 l28908aexv7w11.htm EX-7.11 EX-7.11

Exhibit 7.11

SECOND AMENDMENT TO REVOLVING PROMISSORY NOTE AND FIRST
AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT LOAN
AGREEMENT

THIS “Amendment” is effective as of December 12, 2006 by and between Robert J. Amsdell and Barry L. Amsdell (hereinafter collectively “Borrower”) and The Huntington National Bank (hereinafter “Bank”).

WITNESSETH:

WHEREAS, Amsdell Holdings I, Inc. (“Holdings”) executed its certain Revolving Promissory Note (hereinafter “Note”) dated January 11,2001, whereby Holdings promised to pay to the Bank, on or before December 12, 2003, the sum of Ten Million Dollars ($10,000,000.00) (the “Loan”) together with interest at the rate set forth therein; and

WHEREAS, Borrower assumed all of Holding’s obligations under the Note pursuant to that certain Assignment and Assumption Agreement by and among Borrower, Holdings and Bank dated as of December 12, 2003; and

WHEREAS, Borrower and Bank have entered into that certain Third Amended and Restated Revolving Credit Loan Agreement dated as of December 12, 2003 (the “Loan Agreement”) at which time the Bank held the Lorain County Property, the Self Storage Facility Properties, and the Vero Beach Property (each as defined in the Loan Agreement) as security for the Loan; and

WHEREAS, Borrower and Bank entered into that certain First Amendment to Revolving Promissory Note effective as of December 12, 2003 (the “Fist Amendment to Note”): and

WHEREAS, Robert J. Amsdell and Bank entered into that certain Open-End Mortgage, Assignment of Leases, Rents and Security Agreement, on January 4, 2002, as amended by that certain First Amendment to Open-End Mortgage, Assignment of Leases, Rents and Security Agreement (Lorain County, Ohio) dated as of December 12, 2003 (together, hereinafter the “Mortgage”): and

WHEREAS, Borrower, Bank and Acquiport/Amsdell I Limited Partnership (“Additional Borrower”), entered into that certain Consent Agreement, dated as of July 23, 2004 (“Consent Agreement”); and

WHEREAS, the Bank was repaid the amount of the Loan allocated to the Vero Beach Property ($732,330.00) prior to the IPO (as defined in the Consent Agreement) of U-Store-It and pursuant to Section 14(d) of the Consent Agreement, upon receipt of such repayment, Bank released its Lien and any other security interest on the Vero Beach Property and forever discharged the Additional Borrower, its successors and assigns, from any and all obligations and liabilities whatsoever, known or unknown, at law or in equity under or in respect of the Loan and the Loan Documents and Sections 14(a) and 14(b) of the Consent Agreement immediately ceased to have any force or effect; and

WHEREAS, the Bank had also released the Mortgage and any and all other security interest in the Lorain County Property, and the Self Storage Facility Properties prior to this Amendment; and

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WHEREAS, Borrower has requested the Bank to: (i) extend the maturity date of the Loan to December 12, 2009; (ii) make available to Borrower for re-advance under the Note an additional amount up to $2,000,000.00; and (iii) eliminate the requirement of Borrower to pledge Properties (as defined in the Loan Agreement) to secure the Loan.

NOW, THEREFORE, in consideration of the mutual promises herein contained, Borrower and Bank, for themselves, their heirs, executors, administrators, personal representatives, successors and assigns, hereby agree as follows:

1. The parties hereto agree that the Note and all other instruments evidencing, securing or relating to the Loan are hereby amended to reflect a maturity date of December 12, 2009, for the Loan and all indebtedness arising out of the Note and all other instruments evidencing, securing or relating to the Loan. Notwithstanding anything to the contrary contained the First Amendment to Promissory Note, Bank shall make available to the Borrower under the Note, an additional amount equal to $2,000,000.00, which shall be disbursed pursuant to the terms of the Loan Agreement.

2. The third sentence of Section 1.1 of the Loan Agreement which states as follows is hereby deleted in its entirety: “Subject to the closing conditions for acquisition of a Property and disbursement of Loan funds for construction of improvements thereon, as set forth in Section 2 herein, the proceeds of the Loan may be advanced, repaid and readvanced in partial amounts prior to June 1, 2006, provided, however, that Borrower may continue to draw Loan proceeds thereafter only for the cost of improvements to Properties acquired prior to June 1, 2006.”

3. Notwithstanding anything contained to the contrary in the First Amendment to Promissory Note, the first paragraph on page 1 of the Note is hereby deleted in its entirety and replaced with the following:

FOR VALUE RECEIVED, the undersigned Robert J. Amsdell and Barry L. Amsdell, jointly and severally promise to pay to the order of THE HUNTINGTON NATIONAL BANK (hereinafter called the “Bank,” which term shall included any holder thereof) at such place as the Bank may designate or, in the absence of such designation, at any of the Bank’s offices, the sum of Ten Million and No/100 Dollars ($10,000,000.00), or so much thereof as shall have been advanced by the Bank at any time and not hereafter repaid (hereinafter referred to as the “Principal Sum”), together with interest as hereinafter provided and payable at the time(s) and in the manner(s) hereinafter provided. The proceeds of the loan evidence hereby may be advanced, repaid and readvanced in partial amounts until December 12, 2009, provided that no Event of Default has occurred hereunder. The undersigned agrees that all advances made by the Bank will be made pursuant to the terms of the Loan Agreement and evidenced by entries made by the Bank into its electronic data processing system and/or internal memoranda maintained by the Bank. The undersigned further agree that the sum or sums shown on the most recent printout from the Bank’s electronic data processing system and/or on such memoranda shall be rebuttably presumptive evidence of the amount of the Principal Sum and of the amount of any accrued interest.

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4. Notwithstanding anything to the contrary contained in the Loan Agreement as of the date hereof, no further Properties shall be required to be pledged as security for the Loan. Furthermore, Section 1.2(ii), (iii), (iv), and (v) as set forth in the Loan Agreement and which states as follows is hereby deleted in its entirety: “(ii) the pledge of a first Mortgage lien on the Property or Properties and assignment of rents and leases on the Properties (the “Mortgages”); (iii) a security interest in the furnishings, fixtures and equipment and other tangible and intangible property acquired for, used in connection with or arising from the use or operation of the Property or Properties; (iv) a security interest in all management agreements, leasing agreements, operating agreements and franchise agreements arising from the use or operation of the Property or Properties; (v) UCC fixture and personal property financing statements.”

5. Furthermore, Bank and Borrower agree that Sections 2.2, 2.3, 2.4, 3(in its entirety), 4.10(e), 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6(c), 7.1(d), 7.1(l), 7.1(m), 7.1(n), 7.1(q), and Section 7.2(iii) which reads: “(iii) Lender may foreclose the Mortgages;” as set forth in the Loan Agreement are hereby all deleted in their entirety and shall have not further force or effect.

6. Other than as modified herein, the terms and conditions of the Note and all other documents executed in connection therewith shall remain in full force and effect as if fully rewritten herein.

7. Borrower hereby declares that Borrower has no setoffs, counterclaims, defenses or other causes of action against Bank arising out of the Loan or any documents mentioned herein; and to the extent any such setoffs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower.

8. Borrower and Bank further covenant and agree to execute any and all other documents required to extend the maturity of the Note, modify the Loan Agreements, release the Mortgage, and release any other security against any Properties; and Borrower further covenants and agrees to reimburse the Bank for its costs, including, but not limited to, attorney’s fees, appraisal fees, title insurance fees and premiums and recording costs, related to this extension.

9. The undersigned authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States after this Note becomes due and waive the issuance and service of process, enter an appearance and confess a judgment against the undersigned in favor of any holder of this Note for the amount then appearing due, together with costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. If any judgment against Borrower is vacated for any reason, this warrant of attorney may be used to obtain additional judgments. The attorney-at-law authorized hereby to appear for Borrower may be an attorney-at-law representing Bank, and Borrower expressly waives any conflict of interest that may exist by virtue of such representation. Borrower also agrees that the attorney acting for Borrower and as set forth in this section may be compensated by Bank for such services.

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IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement as of the day and year first above written.


The Huntington National Bank
By:	/s/ Ryan J. Terreno
	Name:	Ryan J. Terreno
	Title:	V.P.

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



	/s/ Robert J. Amsdell
	Robert J. Amsdell, individually

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



	/s/ Barry L. Amsdell
	Barry L. Amsdell, individually

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EX-7.12 5 l28908aexv7w12.htm EX-7.12 EX-7.12

Exhibit 7.12

INVESTMENT PROPERTY SECURITY AGREEMENT
(Amsdell and Amsdell)

This Investment Property Security Agreement (this “Agreement”), is entered into as of the 27th day of September, 2007.

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


Account Number		Name and Address
and Title		of Intermediary

Acct. Nos: LD 04207		Name: UBS Financial Services, Inc.
Name: Amsdell and Amsdell		Address: 1200 Harbour Boulevard, 10^th Floor
1,147,648 shares of U-Store-It Trust, a		Weehawken, New Jersey 07086
Maryland real estate investment trust		Attn: Manager/SLG Group

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

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

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

	•		all books and records relating thereto;

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

Article 1. Other Credit Documents.

Section 1.1. Draw Promissory Note. This Agreement is executed pursuant to a Draw Promissory Note from Debtor to Creditor dated December 7, 2006 (the “Note”). The Note and all amendments, modifications, supplements and restatements thereto from time to time are hereinafter referred to collectively as the “Loan Documents.”

Article 2. Security Interest.

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

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

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

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

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

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

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

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returning the Collateral and filing any termination statements and other instruments as are required to be filed in public offices under applicable laws.

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

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

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

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

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

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

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

Section 3.6. Information. None of the information, documents, or financial statements which have been supplied by Debtor or its officers, agents or representatives to Creditor or any of its

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representatives in connection with the transactions contemplated by this Agreement or the Loan Documents contains any untrue statement of material fact or omits to state any material fact required to be stated hereby or thereby to make such statements not misleading.

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

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

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

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

Section 4.4. Further Assurances.

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

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

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

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

Article 5. Default.

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

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

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

(c) If Debtor fails to perform any obligation or violates any covenant contained in this Agreement or the Control Agreement other than those referred to in paragraph (a) above, and such failure or violation

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continues unremedied for a period of thirty (30) days after Creditor requests Debtor to remedy such failure or violation; or

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

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

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

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

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

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

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

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

(f) Any cash held by Creditor as Collateral and all cash proceeds of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (after payment of any amounts payable to Creditor pursuant to Article 6 below) in whole or in part against, all or any part of the

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Obligations in such order as Creditor may elect. Any surplus of such cash or cash proceeds held by Creditor and remaining after payment in full of all of Creditor’s expenses hereunder and the Obligations shall be paid over to Debtor or to whomever may be lawfully entitled to receive such surplus.

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

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

Article 6. Expenses.

Section 5.1. Payment. Debtor agrees that it will forthwith upon demand pay to Creditor:

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

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

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

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

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

Article 7. Miscellaneous.

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

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

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

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

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

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

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

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

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

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

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

Section 7.12. Legal Matters.

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

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

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for the giving of notices in this Agreement. The parties hereto hereby waive all objections to such jurisdiction and venue including those which might be based upon inconvenience or the nature of the forum.

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

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


	DEBTOR: Amsdell and Amsdell, an Ohio general partnership
	By:	/s/ Robert J. Amsdell
		Robert J. Amsdell, its general partner



	By:	/s/ Barry Amsdell
		Barry Amsdell, its general partner

Accepted as of this 27^th day of September, 2007.


CREDITOR: The Huntington National Bank

/s/ Ryan J. Terreno

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

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