FIRSTAMENDMENT 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 HART — 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 Ehrlich 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.

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.

S-2

REVISED EXHIBIT C

LIST OF TRANCHE I LOCATION OWNERS

C-1

REVISED EXHIBIT D

LIST OF TRANCHE II LOCATION OWNERS

D-1