Exhibit 99(d)(11)
Security Capital Group Incorporated
000 Xxxxxxx Xxxxxx
Xxxxx Xx, Xxx Xxxxxx 00000
April 18, 2002
Storage USA, Inc.
Storage USA Trust
SUSA Partnership, L.P.
c/o Storage USA, Inc.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Re: Purchase and Sale Agreement, dated as of December 5, 2001, by and
among Storage USA, Inc., a Tennessee corporation ("Storage USA"),
Storage USA Trust, a Maryland real estate investment trust and a
wholly owned subsidiary of Storage USA, SUSA Partnership, L.P., a
Tennessee limited partnership of which Storage USA is the sole general
partner, and Security Capital Group Incorporated, a Maryland
corporation ("Security Capital") (as amended by Letter Agreement dated
as of January 17, 2002, the "Purchase Agreement")
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Ladies and Gentlemen:
In connection with the Purchase Agreement (defined terms used but not
defined herein having the meanings assigned to such terms therein) and the
Memorandum of Understanding, dated April 18, 2002 (a copy of which is attached
hereto as Annex I), entered into on behalf of the parties to the litigation
referred to therein by their respective attorneys or officers (the "MOU"), and
in consideration of the settlement set forth in the MOU and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, this confirms our understanding with respect to the following
matters:
1. Exhibit B to the Purchase Agreement is replaced in its entirety by
Exhibit B attached hereto as Annex II.
2. The reference to $42.50 in Section 2.2 of the Purchase Agreement was
originally intended to be and shall for all purposes of the Purchase Agreement
be deemed to be a reference to "Share Consideration."
3. Notwithstanding anything to the contrary in Section 2.7(a) of the
Purchase Agreement or otherwise, (x) the Election Deadline shall be 11:59 p.m.,
Memphis (TN) time, on May 2, 2002, 6 days following what is currently
anticipated to be the Effective Time, (y) the provisions of Section 2.7(a)(ii)
and (iii) of the Purchase Agreement as to the cancellation and conversion of
SUSA Units or their continuation as limited partnership interests of the
Surviving
Storage USA, Inc.
Storage USA Trust
SUSA Partnership, L.P.
c/o Storage USA, Inc.
April 18, 2002
Page 2
Partnership shall be given effect as of the Effective Time, giving effect to all
Elections duly made prior to the Election Deadline (and any holder of SUSA Units
who continues as a limited partner of the Surviving Partnership, as contemplated
and in accordance with the terms of the Purchase Agreement as amended hereby,
will enjoy the benefits of the terms of the SUSA Agreement, as amended as set
forth in Exhibit B hereto, and of any Tax Protection Agreement(s) in effect as
of the date of the Effective Time, either (1) as such agreements, or the rights
and obligations thereunder, may be voluntarily amended by a limited partner who
is a party thereto in the manner contemplated by the Election Form and the form
of Amendment to Tax Protection Agreements included therewith (it being
understood that any Amendment to Tax Protection Agreements executed by a limited
partner prior to the Election Deadline will be effective as of the Effective
Time) or (2) in their current form, if a limited partner does not execute any
such voluntary amendment), and (z) the Election Form shall be substantially in
the form attached hereto as Annex III.
In all respects not inconsistent with the terms and provisions of this
letter agreement, the Purchase Agreement shall continue in full force and effect
in accordance with the terms and conditions thereof. From and after the date
hereof, each reference to the Purchase Agreement in any other instrument or
document shall be deemed a reference to the Purchase Agreement as amended
hereby, unless the context otherwise requires.
[SIGNATURES ON FOLLOWING PAGE]
Storage USA, Inc.
Storage USA Trust
SUSA Partnership, L.P.
c/o Storage USA, Inc.
April 18, 2002
Page 3
Very truly yours,
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ C. Xxxxxx Xxxxxxxxxxx
--------------------------------------------
Name: C. Xxxxxx Xxxxxxxxxxx
Title: Vice Chairman and
Chief Operating Officer
Accepted and agreed:
STORAGE USA, INC.
By: /s/ Xxxxxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxx
Title: Chief Financial Officer
STORAGE USA TRUST
By: /s/ Xxxxxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxx
Title: Chief Financial Officer
SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its general partner
By: /s/ Xxxxxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxx
Title: Chief Financial Officer
[SIGNATURES TO APRIL 18, 2002 LETTER AGREEMENT]
