SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

 

                                                                    Exhibit 10.3

                SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

$40,000,000.00                                                Memphis, Tennessee
                                                          As of October 16, 2001

         On July 31, 2002, the undersigned, SUSA PARTNERSHIP, L.P., a Tennessee
limited partnership (the "Maker"), promises to pay to the order of FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having its
principal place of business in Memphis, Tennessee (the "Bank"), the lesser of
(i) the principal sum of FORTY MILLION DOLLARS ($40,000,000.00), or (ii) the
outstanding principal balance hereof, value received, together with interest
from date until paid, upon disbursed and unpaid principal balances, at the rate
hereinafter specified, said interest being payable on each Interest Payment Date
(as defined in the Loan Agreement), with the final installment of interest being
due and payable concurrently on the same date that the principal balance is due
hereunder.

         Subject to the limitations hereinafter set forth, the disbursed and
unpaid principal balances of the indebtedness hereby evidenced shall bear
interest prior to maturity at a variable rate per annum which shall, from day to
day, be equal to the lesser of (a) the maximum variable rate of interest
("Maximum Rate") which Bank may from time to time lawfully charge, or (b) the
variable rate chosen by the Maker pursuant to the terms of that certain Second
Amended and Restated Loan Agreement between the Maker and the Bank, of even date
herewith (the "Loan Agreement").

         In the event that the provisions of the Loan Agreement regarding the
interest rate should be construed by a court of competent jurisdiction not to
constitute a valid, enforceable designation of a rate of interest or method of
determining same, the indebtedness hereby evidenced shall bear interest at the
maximum effective variable contract rate which may be charged by the Bank under
applicable law from time to time in effect.

         All installments of interest, and the principal hereof, are payable at
the office of First Tennessee Bank National Association, 165 Madison Avenue,
Memphis, Tennessee 38103, or at such other place as the holder may designate in
writing, in lawful money of the United States of America, which shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment.

         Any amounts not paid when due hereunder (whether by acceleration or
otherwise) shall bear interest after maturity at the Maximum Rate.

         If the Maker shall fail to make payment of any installment of interest,
as above provided, and such failure shall continue for ten (10) days past the
applicable due date or upon any default in the terms and provisions of the Loan
Agreement of even date herewith between the Maker and the Bank, or upon any
default in any other mortgage, trust deed, security agreement, or other
instrument of pledge or hypothecation which now or hereafter secures the payment
of the indebtedness evidenced hereby, or upon the death or dissolution of the
Maker or any endorser or guarantor or (if the Maker, or any endorser or
guarantor is a partnership) the death or dissolution of any general partner
thereof, or upon any default in full payment, promptly as and when due

(whether by reason of demand, acceleration or otherwise) of any other
indebtednesses, liabilities or obligations of the Maker to the Bank, whether now
existing or hereafter created or arising, absolute or contingent, due or to
become due, then, in any of such events, the entire unpaid principal balance of
the indebtedness evidenced hereby together with all interest then accrued,
shall, at the absolute option of the Bank, at once become due and payable,
without demand or notice, the same being expressly waived.

         If this Note is placed in the hands of an attorney for collection, by
suit or otherwise, or to protect the security for its payment, or to enforce its
collection, or to represent the rights of the Bank in connection with any loan
documentation executed in connection herewith, or to defend successfully against
any claim, cause of action or suit brought by the Maker against the Bank, the
Maker shall pay on demand all costs of collection and litigation (including
court costs), together with a reasonable attorney's fee.

         The Maker and any endorsers or guarantors hereof waive protest, demand,
presentment, and notice of dishonor, and agree that this Note may be extended,
in whole or in part, without limit as to the number of such extensions or the
period or periods thereof, without notice to them and without affecting their
liability hereon.

         This Second Amended and Restated Revolving Credit Note evidences the
same indebtedness as that evidenced by the Amended and Restated Revolving Credit
Note (the "Amended Note") dated as of May 4, 1998, in the principal amount of
Forty Million Dollars ($40,000,000.00) issued by the Maker to the Bank. To the
extent of Fifteen Million Dollars ($15,000,000.00), the Amended Note evidenced
the same indebtedness as that evidenced by the Revolving Credit Note (the
"Original Note") dated as of July 14, 1994, in the principal amount of Fifteen
Million Dollars ($15,000,000.00) issued by the Maker to the Bank. This Second
Amended and Restated Revolving Credit Note is a restatement of the Amended Note.
The execution and delivery of this Second Amended and Restated Revolving Credit
Note does not constitute payment, cancellation, satisfaction, discharge, release
or novation of the Amended Note or Original Note or the indebtedness evidenced
by the Amended Note and Original Note, and such Amended Note and Original Note
shall continue to constitute evidence of such indebtedness.

                                    SUSA PARTNERSHIP, L.P.,
                                    a Tennessee limited partnership

                                    BY: STORAGE USA, INC., a Tennessee
                                        corporation

                                        By:    /s/ Christopher P. Marr
                                               ---------------------------------
                                        Title:     Chief Financial Officer
                                               ---------------------------------

 

Basic Info X:

Name: SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE
Type: Second Amended and Restated Revolving Credit Note
Date: Oct. 23, 2001
Company: SUSA PARTNERSHIP LP
State: Tennessee

Other info: