Amendment to Purchase and Sale Agreement, dated May 31, 2005



 Exhibit 10.5 
  
 AMENDMENT TO PURCHASE AND SALE AGREEMENT 
  
 THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT is dated as of May 31st, 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 (“Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement. 
  
 WHEREAS, Sellers have requested that the Project located at 4101 E. Fort Lowell Road, Tucson, Arizona (“Fort Lowell
Project”), be withdrawn from, and no longer be subject to, the Agreement; 
  
 WHEREAS, Buyer has requested that the Inspection Period be extended to June 27, 2005 solely with respect to environmental matters relating to the Projects, and that the Closing Date be extended to July 7, 2005; 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 The Fort Lowell Project is hereby withdrawn from the Agreement, and the
aggregate Acquisition Value for the Projects is hereby reduced by the Acquisition Value allocated to the Fort Lowell Project. 
  
 2. The Inspection Period is hereby extended to June 27, 2005, solely with respect to environmental matters relating to the Projects. Seller agrees to
reasonably cooperate with Buyer to resolve matters of title with respect to the Projects. The Closing Date is hereby extended to July 7, 2005. 
  
 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	 	 	 	 	 	/s/ Dennis L. Winans
	 	 	Dennis L. Winans, Vice President	 	 	 	By:	 	Dennis L. Winans, Vice President
			
	EI 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 – Plma 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	 	 	 	 	 	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 1, 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 Invesments 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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