THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SUSA
PARTNERSHIP, L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SUSA PARTNERSHIP, L.P.
7.45% Debenture due July 1, 2018
No. 1 $100,000,000
CUSIP No. 000000XX0
SUSA Partnership, L.P., a limited partnership duly organized
and existing under the laws of Tennessee (herein called the "Company," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of One Hundred Million Dollars ($100,000,000) on July 1, 2018,
and to pay interest thereon from July 1, 1998, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on July 1 and January 1 in each year, commencing January 1, 1999, at
the rate of 7.45% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
instalment of interest, which is overdue shall bear interest at the rate of
7.45% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the June 15, or December 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the applicable Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
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lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
This Security is a "book-entry" security and is being
registered in the name of Cede & Co. as nominee of DTC, a clearing agency.
Subject to the terms of the Indenture, this Security will be held by a clearing
agency or its nominee, and beneficial interests will be held by beneficial
owners through the book-entry facilities of such clearing agency or its nominee
in minimum denominations of $1,000 and increments of $1,000 in excess thereof.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the Corporate Trust Office of the Trustee
maintained for that purpose at 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx 0, Xxx Xxxx,
Xxx Xxxx 00000, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
As long as this Security is registered in the name of DTC or
its nominee, the Trustee will make payments of principal of (and premium, if
any) and interest on this Security by wire transfer of immediately available
funds to DTC or its nominee. Notwithstanding the above, the final payment on
this Security will be made after due notice by the Trustee of the pendency of
such payment and only upon presentation and surrender of this Security at the
Trustee's Corporate Trust Office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided pursuant to the
Indenture.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of November 1, 1996 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The First National Bank of Chicago, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
limited in aggregate principal amount to $100,000,000.
The Securities of this series may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at a
redemption price (the "Redemption Price") equal to the sum of (A) the principal
amount of the Securities of this series (or portion thereof being redeemed) plus
accrued interest thereon to the redemption date and (B) the Make-Whole Amount
(as defined below), if any, with respect to such Securities of this series (or
portion thereof).
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If notice has been given as provided in the Indenture and funds for the
redemption of any Securities of this series (or any portion thereof) called for
redemption shall have been made available on the redemption date referred to in
such notice, such Securities of this series (or any portion thereof) will cease
to bear interest on the date fixed for such redemption specified in such notice
and the only right of the Holders of the Securities of this series will be to
receive payment of the Redemption Price.
Notice of any optional redemption of any Securities of this series (or
any portion thereof) will be given to Holders at their addresses, as shown in
the Security Register, not more than 60 nor less than 30 days prior to the date
fixed for redemption. The notice of redemption will specify, among other items,
the Redemption Price and the principal amount of the Securities of this series
held by such Holder to be redeemed.
The Company will notify the Trustee at least 60 days prior to giving
notice of redemption (or such shorter period as is satisfactory to the Trustee)
of the aggregate principal amount of Securities of this series to be redeemed
and their redemption date. If less than all the Securities of this series are to
be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part.
In the event of redemption of the Securities of this series in part
only, a new Security of this series for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder hereto, upon cancellation
hereof.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Security of this series, the excess, if any, of
(i) the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the aggregate
principal amount of the Securities of this series being redeemed or paid.
"Reinvestment Rate" means .25% plus the arithmetic mean of the yields
under the respective heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being
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redeemed or paid. If no maturity exactly corresponds to such maturity, yields
for the two published maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation or such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
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any such proceeding, within 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Date: July 13, 1998
[Seal] SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its general partner
Attest: By:
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Xxxxxx Xxxxxx Xxxx Xxxxxxxx
Assistant Secretary Chief Executive Officer
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Authorized Officer
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