AGREEMENT WITH SECURITY CAPITAL GROUP INCORPORATED

EX-10.1 3 g72069ex10-1.txt AGREEMENT WITH SECURITY CAPITAL GROUP INCORPORATED 1 EXHIBIT 10.1 STORAGE USA, INC. 175 TOYOTA PLAZA, SUITE 700 MEMPHIS, TENNESSEE 38103 October 7, 2001 Security Capital Group Incorporated 125 Lincoln Avenue Santa Fe, New Mexico 87501 Re: Extension of Standstill Modification to October 31, 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"). Terms used herein but not defined shall have the meanings given to them in the September Letter. The purpose of this letter is to confirm our agreement to extend the modifications granted in the second paragraph of the September Letter for an additional 24 days, and unless a further extension is agreed to in writing by the Company and Security Capital prior to October 31, 2001 the modifications granted in such paragraph will terminate on that date. 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/ Dean Jernigan -------------------------------------------- Name: Dean Jernigan Title: Chairman of the Board, Chief Executive Officer and President 2 SUSA PARTNERSHIP, L.P. By: Storage USA, Inc., General Partner By: /s/ Dean Jernigan ------------------------------------------- Name: Dean Jernigan Title: Chairman of the Board, Chief Executive Officer and President STORAGE USA TRUST By: /s/ Dean Jernigan -------------------------------------------- Title: Chairman of the Board of Trustees, Chief Executive Officer and President Agreed to and accepted by: SECURITY CAPITAL GROUP INCORPORATED By: /s/ C. Ronald Blankenship ------------------------------------------------- Name: C. Ronald Blankenship Title: Vice Chairman and Chief Operating Officer