Pricing Agreement
Xxxxxxx, Xxxxx & Co.
First Chicago Capital Markets, Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 2, 1997
Ladies and Gentlemen:
SUSA Partnership, L.P., a Tennessee limited partnership (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated May 29, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Xxxxx & Co. on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of the Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto (the 7.00% Notes due December 1, 2007 and
the 7.50% Debentures due December 1, 2027, are being purchased separately and
not as a unit).
If the foregoing is in accordance with your understanding, please sign
and return to us eight counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the representatives as to the authority of the signers thereof.
Very truly yours,
SUSA Partnership, L.P.
By: Storage USA, Inc.,
General Partner
By: /s/ Xxxxxxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Senior Vice President, Finance
and Accounting
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
First Chicago Capital Markets, Inc.
Xxxxxx Xxxxxxx & Co., Incorporated
By: /s/ Xxxxxxx, Sachs & Co.
(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
Schedule 1
Principal Principal
Amount of Amount of
Notes Debentures
to be to be
Purchased Purchased
Underwriter
Xxxxxxx, Sachs & Co. $ 60,000,000 $ 60,000,000
First Chicago Capital Markets, Inc. 20,000,000 20,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 20,000,000 20,000,000
Total $ 100,000,000 $100,000,000
=========== ===========
Schedule II
The 7.00% Notes due December 1, 2007 and the 7.50% Debentures due December 1,
2027 are being purchased separately and not as a unit.
7.00% Notes due December 1, 2007
Title of Designated Securities: 7.00% Notes due December 1, 2007
Aggregate principal amount: $100,000,000
Price to Public: 99.856%, plus accrued interest, if any,
from December 1, 1997
Purchase Price by Underwriters: 99.206% of the principal amount of the
Notes, plus accrued interest from December 1, 1997
Form of Designated Securities: Book-entry only form represented by one
or more global securities deposited with The Depository Trust Company ("DTC") or
its designated custodian, to be made available for checking by the
Representatives at least twenty-four hours prior to the Time of Delivery at the
office of DTC
Specified funds for payment of
purchase price: Federal (same-day) Funds by wire transfer
Time of Delivery: December 1, 1997
Indenture: Indenture dated as of November 1, 1996,
between the Company and the First National Bank of Chicago, as Trustee
Maturity: December 1, 2007
Interest Rate: 7.00%
Interest Payment Dates: December 1 and June 1 of each year
commencing June 1, 1998
Redemption Provisions: The Designated Securities may be
redeemed, otherwise than through the sinking fund, in whole or in part at the
option of the Company, 100% of their principal amount, together in each case
with accrued interest to the redemption date plus the Make-Whole Amount (as
defined in the Designated Securities)
Defeasance provisions: No defeasance provisions
Closing location for delivery of
Designated Securities: Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of
Representatives: c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
7.50% Debentures due December 1, 2027
Title of Designated Securities: 7.50% Debentures due December 1, 2027
Aggregate principal amount: $100,000,000
Price to Public: 99.114%, plus accrued interest, if any, from December 1, 1997
Purchase Price by Underwriters: 98.239% of the principal amount of the
Debentures, plus accrued interest from December 1, 1997
Form of Designation Securities: Book-entry only form represented by one
or more global securities deposited with The Depository Trust Company ("DTC") or
its designated custodian, to be made available for checking by the
Representatives at least twenty-four hours prior to the Time of Delivery at the
office of DTC
Specified funds for payment of
purchase price: Federal (same-day) Funds by wire transfer
Time of Delivery: December 1, 1997
Indenture: Indenture dated as of November 1, 1996,
between the Company and the First National Bank of Chicago, as Trustee
Maturity: December 1, 2027
Interest Rate: 7.50%
Interest Payment Dates: June 1 and December 1 of each year commencing June 1, 1998
Redemption Provisions: The Designated Securities may be
redeemed, otherwise than through the sinking fund, in whole or in part at the
option of the Company, 100% of their principal amount, together in each case with
accrued interest in the redemption date plus the Make-Whole Amount (as defined
in the Designated Securities)
Defeasance provisions: No defeasance provisions
Closing location for delivery of
Designated Securities: Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of
Representatives: c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
