EXHIBIT 21
STORAGE USA, INC.
000 XXXXXX XXXXX, XXXXX 000
XXXXXXX, XXXXXXXXX 00000
November 21, 2001
Security Capital Group Incorporated
000 Xxxxxxx Xxxxxx
Xxxxx Xx, Xxx Xxxxxx 00000
Re: Modification of Standstill through December 10, 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"), and to those certain Letter Agreements dated as
of October 7, 2001 and October 31, 2001 (the "October Letters", and together
with the September Letter, collectively, the "Previous Letters") by and among
the parties hereto. Terms used herein but not defined shall have the meanings
given to them in the September Letter.
In light of the Special Committee's previous determination that it
is advisable for the Company to receive a proposal from Security Capital with
respect to a Covered Transaction, Security Capital's submission of such a
proposal and the fact that the Company and Security Capital are discussing the
terms and conditions of the proposal, the Company hereby agrees to continue to
waive the provisions of Section 5.2(a)(iv) of the Strategic Alliance Agreement
to the extent, but only to the extent, necessary to permit Security Capital, if
it so desires, to continue to engage in discussions and negotiations with the
Special Committee and its agents and representatives concerning the terms and
conditions of such proposal to effect a Covered Transaction. It is explicitly
understood and agreed that, unless extended in a writing signed by both the
Company and Security Capital, the limited waiver contained in this paragraph
will terminate on December 10, 2001.
Security Capital Group Incorporated
November 21, 2001
Page 2
It is further understood and agreed, and the limited waiver granted
in the immediately preceding paragraph is given by the Company on the express
condition that nothing contained herein, in the Previous Letters or in any
previous or future discussions between the parties or their representatives
shall be deemed to in any other way waive or modify any of the provisions of the
Strategic Alliance Agreement, but that those provisions otherwise shall remain
in effect, modified only to the extent provided in the preceding paragraph. The
parties hereby confirm that this letter agreement contains the only
modifications and waivers to the Strategic Alliance Agreement that remain in
effect on the date hereof.
For the avoidance of doubt, the parties hereto agree that (i) any
actions taken by the Company or the Special Committee or any of their respective
agents or representatives prior to the execution hereof in accordance with the
actions of the Board of Directors of the Company authorizing and forming the
Special Committee of the Board of Directors, any actions taken by the parties
hereto authorized by such authorization, the related resolutions or the Previous
Letters and any contacts, discussions or negotiations between the parties and/or
their affiliates or representatives, in each case prior to the execution hereof,
and (ii) the negotiation and entering into of this letter agreement, shall not,
in any event, constitute an "Early Termination Event" under Section 5.1 of the
Strategic Alliance Agreement or constitute a violation or attempted violation by
any of the parties of any provision of the Strategic Alliance Agreement
(including, without limitation, Sections 2.2, 5.1 and 5.2 thereof), or of any
provision of the Company's Charter or Amended and Restated Bylaws, and each of
the parties hereto hereby irrevocably waives any claim against any of the other
parties, its directors, officers, employees, and representatives, or their
affiliates because of any such contacts, actions, discussions or negotiations to
the extent permitted hereby or to the extent that such actions were permitted at
such time by the Previous Letters.
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/ Xxxxxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Chief Financial Officer
Security Capital Group Incorporated
November 21, 2001
Page 3
SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., General Partner
By: /s/ Xxxxxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Chief Financial Officer
STORAGE USA TRUST
By: /s/ Xxxxxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Chief Financial Officer
Agreed to and accepted by:
Security Capital Group Incorporated
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
and Secretary
