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 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]

SELLER:

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

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