1298675--3/2/2009--U-Store-It

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{tax, income, asset}

{loan, real, estate}

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{stock, price, share}

{stock, price, operating}

{personnel, key, retain}

{loss, insurance, financial}

{acquisition, growth, future}

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{capital, credit, financial}

{operation, natural, condition}

{investment, property, distribution}

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We face risks related to current debt maturities, including refinancing and counterparty risk. Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions. The terms and covenants relating to our indebtedness could adversely impact our economic performance. Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future. We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders. Additional issuances of equity securities may be dilutive to shareholders. Because real estate is illiquid, we may not be able to sell properties when appropriate. Rising operating expenses could reduce our cash flow and funds available for future Our insurance coverage may not comply fully with certain loan requirements. Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility. We cannot assure you of our ability to pay dividends in the future. Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry. influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Adverse macroeconomic and business conditions may significantly and negatively affect our revenues, profitability and results of operations. Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located. Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded. We face risks and significant competition associated with actions taken by our competitors. We will incur costs and will face integration challenges when we acquire additional facilities. The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential. Property ownership through joint ventures may limit our ability to act exclusively in our interest. We face system security risks as we depend upon automated processes and the Internet. Potential liability for environmental contamination could result in substantial costs. Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures. We may become subject to litigation or threatened litigation which may divert management s time and attention, require us to pay damages and expenses or restrict the operation of our business. If we fail to qualify as a REIT, our distributions to shareholders would not be deductible for federal income tax purposes, and therefore we would be required to pay corporate income tax at applicable rates on our taxable income, which would substantially reduce our earnings and may substantially reduce the value of our common shares and adversely affect our ability to raise additional capital We will pay some taxes even if we qualify as a REIT. We are dependent upon our key personnel whose continued service is not guaranteed. We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, The Amsdell Family ) collectively own an approximate 23.3% beneficial interest in our company on a fully diluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders. Our shareholders have limited control to prevent us from making any changes to our Our rights and the rights of our shareholders to take action against our Trustees and Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders. Many factors could have an adverse effect on the market value of our securities.

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1298675--3/2/2009--U-Store-It_Trust