AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
THIS AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE ("Amendment") made
and entered into by and between by and among Crownridge Storage Portfolio, LLC
and ▇▇▇▇▇▇▇▇ Storage Portfolio III, LLC (individually, a "Seller", and together,
"Sellers"), whose address is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and U-STORE-IT, L.P., a Delaware limited partnership ("Buyer")
whose address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, amends the
Agreement for Sale and Purchase dated October 3, 2005 between Seller and Buyer
("Agreement"). Capitalized terms not defined herein shall have the meanings set
forth in the Agreement.
WITNESSETH:
WHEREAS, Buyer and Seller have agreed to amend the Purchase Price for
the Properties and establish the Closing Date under the Agreement; and
WHEREAS, in furtherance thereof, Seller and Buyer agree to the
following amendments to the Agreement.
AGREEMENT:
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 Seller agree as follows:
1. The first paragraph of Section 2 of the Agreement is hereby amended
by deleting the same and substituting the following therefore:
"The aggregate purchase price ("Purchase Price") for the Properties,
including the Non-Competition Agreement (as hereinafter defined),
shall be One Hundred Sixty Four Million Five Hundred Thousand and
00/100ths Dollars ($164,500,000.00) ("Purchase Price").
2. If, prior to the expiration of the Inspection Period which is
December 2, 2005, Buyer has not terminated the Agreement as provided in
Paragraph 4 of the Agreement with respect to third party due diligence matters,
then the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Buyer and Buyer hereby
authorizes and directs the Escrow Agent to release the ▇▇▇▇▇▇▇ Money Deposit
directly to Seller, however, the ▇▇▇▇▇▇▇ Money Deposit and the interest accrued
thereon shall be applied against the Purchase Price payable under the Agreement.
If Buyer has elected to terminate the Agreement prior to the expiration of the
Inspection Period, then the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued
thereon shall be returned to Buyer as provided in the Agreement.
3. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original, and both of such counterparts shall constitute one
amendment. To facilitate execution of this Amendment, the parties may execute
and exchange by electronic or facsimile transmission counterparts of the
signature pages.
BUYER:
U-STORE-IT, L.P.
a Delaware limited partnership
By: U-Store-It Trust, its general partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Assistant Vice President/Secretary
Date of Execution by Buyer: November 17, 2005
SELLER:
CROWNRIDGE STORAGE PORTFOLIO, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Its: Managing Member
--------------------------------------------
▇▇▇▇▇▇▇▇ STORAGE PORTFOLIO III, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Its: Managing Member
-------------------------------------------
Date of Execution by Seller: November 17, 2005
- 2 -
