Exhibit 10.2
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.
7.125% Notes due November 1, 2003
No. 1 $100,000,000
CUSIP No. 869049 AA4
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
November 1, 2003, and to pay interest thereon from November 1,
1996, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in
arrears on May 1 and November 1 in each year, commencing May 1,
1997, at the rate of 7.125% 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 7.125% 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 regis-
tered at the close of business on the Regular Record Date for
such interest, which shall be the April 15 or October 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 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 minimun denominations of $1,000 and increments of $1,000 in
excess thereof.
Payment of the principal of (and premium, if any) and any
such interest on this Security will be made at the Corporate
Trust Office of the Trustee maintained for that purpose at 00
Xxxx Xxxxxx, Xxxxxx Floor, Window 2, New York, New York 10005, 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 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 (i) the principal amount of the Securities of this series
(or portion thereof being redeemed) plus accrued interest thereon
to the redemption date and (ii) the Make-Whole Amount (as defined
below), if any, with respect to such Securities of this series
(or portion thereof).
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
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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 semi- annual
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 .20% 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 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
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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 of 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 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.
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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.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: November 7, 1996
[Seal]
SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its
general partner
Attest:_______________________ By:___________________________
Xxxxxxxxxxx X. Xxxx Xxxxxx X. Xxxxxxxx
Secretary President and Chief
Financial 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________________________
Authorized Officer
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