January 17, 2002 Storage USA, Inc. Storage USA Trust SUSA Partnership, L.P. c/o Storage USA, Inc. 175 Toyota Plaza, Suite 700 Memphis, Tennessee 38103 Re: Purchase and Sale Agreement, dated as of December 5, 2001, by and among Storage USA, Inc., a...Storage Usa Inc • January 18th, 2002 • Real estate investment trusts
This is to confirm that, in connection with the Memorandum of Understanding, dated January 17, 2002 (a copy of which is attached hereto), entered into on behalf of the parties to the litigation referred to therein by their respective attorneys (the "MOU"), and in consideration of the settlement set forth in the MOU, all references in the Purchase Agreement to $42.00 - including without limitation in Sections 1.116 (definition of "Share Consideration"), Section 1.140 (definition of "Unit Consideration"), Section 2.2(a) (Purchase Consideration; Redemption), and Section 5.6(g) (No Solicitation--definition of "Superior Transaction") - shall for all purposes be deemed references to $42.50, and the words "not to exceed $128,197,920" in Section 2.7(a)(iii) shall be deleted, in each case, effective as of the date hereof and of the MOU.
