SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.6

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated as of July 5, 2005 by and among the entities identified on Schedule 1 - Sellers attached hereto (individually, a “Seller”, and collectively, “Sellers”) and U-STORE-IT, L.P., a Delaware limited partnership (“Buyer”), amends the Purchase and Sale Agreement with an effective date of March 1, 2005, between Sellers and Buyer, as amended by an Amendment to Purchase and Sale Agreement dated May 31, 2005 (collectively, “Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, Sellers and Buyer have determined that the Closing Date for the sale and purchase of the Projects identified as HOU1, HOU2, HOU3, HOU4 and HOU5 in Schedule 2 of the Agreement be extended to July 15, 2005 and that the Closing Date for the sale and purchase of the balance of the Projects be extended to July 20, 2005 Projects; and

WHEREAS, Sellers and Buyer desire to amend the terms of the Agreement in furtherance of the foregoing.

NOW THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:

1. The Closing Date for the Projects identified as HOU1, HOU2, HOU3, HOU4 and HOU5 in Schedule 2 of the Agreement is hereby extended to July 15, 2005 and the Closing Date for the balance of the Projects is hereby extended to July 20, 2005. The Xxxxxxx Money held by the Escrow Agent shall be applied to the cash portion of the Acquisition Value for the Projects subject to each Closing in the same ratio that the Acquisition Value for the Projects subject to each Closing bears to the Acquisition Value of all Projects.

2. Buyer acknowledges that the Inspection Period has expired and Buyer has waived Buyer’s right to terminate the Agreement pursuant to Sections 6.3(b) and 6.4(a) thereof.

3. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. To facilitate execution of the Amendment, the parties may execute and exchange by facsimile counterparts of the signature pages.

[SIGNATURES ON THE FOLLOWING PAGE]

BUYER:
U-STORE-IT, L.P., a Delaware limited partnership
By:		U-Store-It Trust,
		its general partner
		By:		/s/ Xxxxxx X. Xxxxxx
				Xxxxxx X. Xxxxxx, President
				and Chief Financial Officer

SELLER:

Denver Investors, a Delaware Limited Partnership						Lakewood Business Center, a Delaware Limited Partnership
By:		Self Storage GP Corp., General Partner				By:		Self Storage GP Corp., General Partner
By:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, Vice President						Xxxxxx X. Xxxxxx, Vice President
El Paso Investors, a Delaware Limited Partnership						Mesa Self Storage Investors, a Delaware Limited Partnership
By:		Self Storage GP Corp., General Partner				By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
Fort Xxxxxx – NSS, a Delaware Limited Partnership						National Self Storage Equities, a Delaware Limited Partnership
By:		Self Storage GP Corp., General Partner				By:		MR Partner Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
Grant Pacific Corporation						NSS – Pima County, a Delaware Limited Partnership
						By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
National Self Storage Tucson Nos. 10, 11, 12, a Delaware Limited Partnership						NSS SW Investors, LP
By:		Islander (Delaware) Inc., General Partner				By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President

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Oracle Business Plaza Associates, a Delaware Limited Partnership						SGMP TV/Xxxx Investors, L.P.
By:		Self Storage GP Corp., General Partner				By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
Sacramento Investors, a Delaware Limited Partnership						SGMP Houston Investors, LP
By:		Self Storage GP Corp., General Partner				By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
Utah Business Partners I, a Delaware Limited Partnership						SGMP Equity Fund I Limited Partnership
By:		Self Storage GP Corp., General Partner				By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
SGMP Equity Fund II Limited Partnership						NSS Southern California, L.P.
By:		Self Storage GP Corp., General Partner				By:		NSS Southern California, Inc.
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
SGMP Synott Limited Partnership						SSMC Mortgage Securities Trust 96-1
By:		Self Storage GP Corp., General Partner				By:		SSMC Funding Corp.
		/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President				By:		Xxxxxx X. Xxxxxx, Vice President
NSS Palo Verde, LP
By:		Self Storage GP Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President
NSS New Mexico, Limited Partnership
By:		MR Partner Corp., General Partner
		/s/ Xxxxxx X. Xxxxxx
By:		Xxxxxx X. Xxxxxx, Vice President

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DESIGNATED PRINCIPALS:

/s/ W. Xxxxxxx Xxxxxx

W. Xxxxxxx Xxxxxx

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

The undersigned hereby execute this Amendment for purposes of Section 7.5 and Section 11.3 of the Agreement

/s/ W. Xxxxxxx Xxxxxx

W. Xxxxxxx Xxxxxx

THE SCHOMAC GROUP, INC., an Arizona Corporation

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx, President

TEDCO, INC., an Arizona Corporation

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx, Vice President

Xxxxxx X. Xxxxxx Revocable Trust Dated August 6, 2002

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx, Trustee

Xxxxx X. Xxxxxx Revocable Trust Dated November 9, 1999

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx, Trustee

San Simeon Investments IV L.P.

By:    RMS GP Corp., an Arizona Corporation, General Partner

/s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx, President

Trust B of the Xxxxxxx X. Xxxxxx Family Revocable 1975 Trust

/s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx, Trustee

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