Second Amendment to Purchase and Sale Agreement, dated July 5, 2005



 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 Earnest 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/ Steven G. Osgood

	 	 	 	 	 Steven G. Osgood, 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/ Dennis L. Winans
	 	 	 	By:	 	 /s/ Dennis L. Winans

	 	 	 Dennis L. Winans, Vice President
	 	 	 	 	 	 Dennis L. Winans, 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	 By:
	 	 Dennis L. Winans, Vice President
	 	 	 	 By:
	 	 Dennis L. Winans, Vice President

			
	Fort Lowell – 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	 By:
	 	 Dennis L. Winans, Vice President
	 	 	 	 By:
	 	 Dennis L. Winans, Vice President

			
	Grant Pacific Corporation	 	 	 	NSS – Pima County, a Delaware Limited Partnership
	 	 	 	 	 	 	 By:
	 	 Self Storage GP Corp., General Partner

					
	 	 	 /s/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	 By:
	 	 Dennis L. Winans, Vice President
	 	 	 	 By:
	 	 Dennis L. Winans, 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	 By:
	 	 Dennis L. Winans, Vice President
	 	 	 	 By:
	 	 Dennis L. Winans, Vice President


  

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	Oracle Business Plaza Associates, a Delaware Limited Partnership	 	 	 	SGMP TV/Kolb Investors, L.P.
	 By:
	 	 Self Storage GP Corp., General Partner
	 	 	 	 By:
	 	 Self Storage GP Corp., General Partner

					
	 	 	 /s/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	 By:
	 	 Dennis L. Winans, Vice President
	 	 	 	 By:
	 	 Dennis L. Winans, 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	By:	 	 Dennis L. Winans, Vice President
	 	 	 	By:	 	 Dennis L. Winans, 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	By:	 	 Dennis L. Winans, Vice President
	 	 	 	By:	 	 Dennis L. Winans, 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/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	By:	 	 Dennis L. Winans, Vice President
	 	 	 	By:	 	 Dennis L. Winans, Vice President

			
	SGMP Synott Limited Partnership	 	 	 	SSMC Mortgage Securities Trust 96-1
	By:	 	 Self Storage GP Corp., General Partner
	 	 	 	By:	 	 SSMC Funding Corp.

					
	 	 	 /s/ Dennis L. Winans
	 	 	 	 	 	 /s/ Dennis L. Winans

	By:	 	 Dennis L. Winans, Vice President
	 	 	 	By:	 	 Dennis L. Winans, Vice President

			
	NSS Palo Verde, LP	 	 	 	 
	By:	 	 Self Storage GP Corp., General Partner
	 	 	 	 	 	 
					
	 	 	 /s/ Dennis L. Winans
	 	 	 	 	 	 
	By:	 	 Dennis L. Winans, Vice President
	 	 	 	 	 	 
			
	NSS New Mexico, Limited Partnership	 	 	 	 
	By:	 	 MR Partner Corp., General Partner
	 	 	 	 	 	 
					
	 	 	 /s/ Dennis L. Winans
	 	 	 	 	 	 
	By:	 	 Dennis L. Winans, Vice President
	 	 	 	 	 	 

  

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	DESIGNATED PRINCIPALS:
	
	 /s/ W. Michael Schoff

	W. Michael Schoff
	
	 /s/ Robert H. Schoff

	 Robert H. Schoff



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

	
	 /s/ W. Michael Schoff

	W. Michael Schoff


	
	
	THE SCHOMAC GROUP, INC., an Arizona Corporation


	
	
	 /s/ Dennis L. Winans

	 Dennis L. Winans, President



	
	
	TEDCO, INC., an Arizona Corporation
	
	 /s/ Dennis L. Winans



	
	 Dennis L. Winans, Vice President

	
	Robert H. Schoff Revocable Trust Dated August 6, 2002


	
	
	 /s/ Robert H. Schoff



	
	 Robert H. Schoff, Trustee

	
	Susan A. Harris Revocable Trust Dated November 9, 1999


	
	
	 /s/ Susan A. Harris

	 Susan A. Harris, Trustee



	
	
	San Simeon Investments IV L.P.
	By:    RMS GP Corp., an Arizona Corporation, General Partner


	
	
	 /s/ Ryan M. Schoff



	
	 Ryan M. Schoff, President

	
	Trust B of the Charles E. Schoff Family Revocable 1975 Trust


	
	
	 /s/ Charles E. Schoff

	 Charles E. Schoff, Trustee


  

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