Exhibit 1.2
Pricing Agreement
Xxxxxxx, Xxxxx & Co.,
First Chicago Capital Markets
X.X. Xxxxxx Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
November 4, 1996
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 November 4, 1996
(the "Underwriting Agreement"), between the Company on the one
hand and Xxxxxxx, Xxxxx & Co. and First Chicago Capital Markets,
Inc. and X.X. Xxxxxx Securities Inc. 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 this 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.
If the foregoing is in accordance with your understanding,
please sign and return counterparts hereof to us one for the
Company and one for each of the Representatives plus one for each
counsel, 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:__________________
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief
Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
First Chicago Capital Markets, Inc.
X.X. Xxxxxx Securities Inc.
By: ________________________________
(Xxxxxxx, Sachs & Co.)
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Purchased
Underwriter
Xxxxxxx, Xxxxx & Co. $60,000,000
First Chicago Capital Markets 20,000,000
X.X. Xxxxxx Securities Inc. 20,000,000
Total $100,000,000
SCHEDULE II
Title of Designated Securities:
7.125% Notes due November 1, 2003
Aggregate principal amount:
$100,000,000
Price to Public:
99.721% of the principal amount of the Designated Securities,
plus accrued interest from November 1, 1996
Purchase Price by Underwriters:
99.321% of the principal amount of the Designated Securities,
plus accrued interest from November 1, 1996
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:
11:00 a.m. (New York City time), November 7, 1996
Indenture:
Indenture dated as of November 1, 1996, between the Company
and The First National Bank of Chicago, as Trustee
Maturity:
November 1, 2003
Interest Rate:
7.125%
Interest Payment Dates:
May 1 and November 1, commencing May 1, 1997
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in
part at the option of the Company, at 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).
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
No defeasance provisions
Closing location for delivery of Designated Securities:
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Names and addresses of Representatives:
Designated Representatives:
Xxxxxxx, Xxxxx & Co.
Address for Notices, etc.:
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
