STORAGE USA, INC.
000 XXXXXX XXXXX, XXXXX 000
XXXXXXX, XXXXXXXXX 00000
October 7, 2001
Security Capital Group Incorporated
000 Xxxxxxx Xxxxxx
Xxxxx Xx, Xxx Xxxxxx 00000
Re: Extension of Standstill Modification to October 31, 2001
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement (the "September
Letter") dated as of September 7, 2001 by and among Storage USA, Inc., a
Tennessee corporation (the "Company"), SUSA Partnership, L.P., a Tennessee
limited partnership (the "Operating Partnership"), Storage USA Trust, a Maryland
real estate investment trust and a wholly owned subsidiary of the Company (the
"Trust") and Security Capital Group Incorporated (both as to itself and as
successor to all the rights of USREALTY and Buyer under the Strategic Alliance
Agreement, "Security Capital"). Terms used herein but not defined shall have the
meanings given to them in the September Letter.
The purpose of this letter is to confirm our agreement to extend the
modifications granted in the second paragraph of the September Letter for an
additional 24 days, and unless a further extension is agreed to in writing by
the Company and Security Capital prior to October 31, 2001 the modifications
granted in such paragraph will terminate on that date.
We understand that in accordance with applicable law and
regulations, this letter will be publicly disclosed and filed as part of an
amendment to your Schedule 13D with respect to your ownership of Company stock.
Likewise, you understand that we intend to file a copy of this letter with a
Form 8-K announcing the signing of this agreement.
Very truly yours,
STORAGE USA, INC.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Chairman of the Board,
Chief Executive Officer and President
Security Capital Group Incorporated
October 7, 2001
Page 2
SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., General Partner
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Chairman of the Board,
Chief Executive Officer and President
STORAGE USA TRUST
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Title: Chairman of the Board of Trustees,
Chief Executive Officer and President
Agreed to and accepted by:
Security Capital Group Incorporated
By: /s/ X. Xxxxxx Xxxxxxxxxxx
---------------------------------------
Title: Vice Chairman and Chief Operating Officer
Security Capital Group Incorporated
