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 r