INCREASE AGREEMENT
Exhibit 10.2
This Increase Agreement (this “Agreement”) is made as of October 7, 2021, by and among SMARTSTOP OP, L.P., a Delaware limited partnership (“Borrower”), the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders named therein have entered into that certain Credit Agreement dated as of March 17, 2021, as amended by that certain First Amendment to Credit Agreement and Omnibus Amendment to Loan Documents dated as of even date herewith, with respect to certain financial accommodations to be provided by the Administrative Agent and the Lenders to the Borrower (as amended, the “Credit Agreement”; unless otherwise defined herein, capitalized terms utilized herein which are defined in the Credit Agreement shall have the same meaning herein);
WHEREAS, the Borrower has requested that the aggregate amount of the Revolving Commitments evidenced by the Credit Agreement be increased to Four Hundred Fifty Million and 00/100 Dollars ($450,000,000.00) pursuant to an exercise of its accordion rights as provided in Section 2.08(d) of the Credit Agreement and;
WHEREAS, in connection with the increase of the aggregate Revolving Commitments evidenced by the Credit Agreement, (a) KeyBank, National Association is increasing the amount of its Revolving Commitment to Thirty-Eight Million One Hundred Twenty-Five Thousand and 00/100 Dollars ($38,125,000.00), (b) Bank of Montreal is increasing the amount of its Revolving Commitment to Thirty-Eight Million One Hundred Twenty-Five Thousand and 00/100 Dollars ($38,125,000.00), (c) CitiBank, N.A. is increasing the amount of its Revolving Commitment to Thirty-Eight Million One Hundred Twenty-Five Thousand and 00/100 Dollars ($38,125,000.00), (d) Xxxxx Fargo Bank, National Association is increasing the amount of its Revolving Commitment to Thirty-Eight Million One Hundred Twenty-Five Thousand and 00/100 Dollars ($38,125,000.00), (e) Citizens Bank, N.A. is increasing the amount of its Revolving Commitment to Twenty-Seven Million and 00/100 Dollars ($27,000,000.00), (f) PNC Bank National Association is increasing the amount of its Revolving Commitment to Twenty-Seven Million and 00/100 Dollars ($27,000,000.00), (g) Truist Bank is increasing the amount of its Revolving Commitment to Twenty-Seven Million and 00/100 Dollars ($27,000,000.00), (h) Fifth Third Bank, National Association is increasing the amount of its Revolving Commitment to Twenty-Two Million Five Hundred Thousand and 00/100 Dollars ($22,500,000.00), (i) National Bank of Canada is increasing the amount of its Revolving Commitment to Twenty-One Million Five Hundred Thousand and 00/100 Dollars ($21,500,000.00), (j) Xxxxxxx Xxxxx Bank is increasing the amount of its Revolving Commitment to Twenty Million and 00/100 Dollars ($20,000,000.00), (k) The Huntington National Bank is providing a Revolving Commitment in the amount of Forty-Two Million Five Hundred Thousand and 00/100 Dollars ($42,500,000.00) and has agreed to become a Lender pursuant to a certain Joinder Agreement executed simultaneously herewith, (l) People’s United Bank, N.A. is providing a Revolving Commitment in the amount of Thirty Million and 00/100 Dollars ($30,000,000.00) and has agreed to become a Lender pursuant to a certain Joinder Agreement executed simultaneously herewith, (m) U.S. Bank National Association is providing a Revolving Commitment in the amount of Thirty Million and 00/100 Dollars ($30,000,000.00) and has agreed to become a Lender pursuant to a certain Joinder Agreement executed simultaneously herewith, and (n) Regions Bank is providing a Revolving Commitment in the amount of Thirty Million and 00/100 Dollars ($30,000,000.00) and has agreed to become a Lender pursuant to a certain Joinder Agreement executed simultaneously herewith.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the Borrower, the Administrative Agent and KeyBank, as follows:
1.Effective upon the date hereof, the aggregate of the Revolving Commitments of the Lenders under the Credit Agreement is hereby increased to Four Hundred Fifty Million and 00/100 Dollars ($450,000,000.00).
2.Schedule 2.01 of the Credit Agreement is hereby deleted in its entirety and shall be replaced by Schedule 2.01 annexed hereto.
Exhibit 10.2
3.The parties hereto acknowledge and agree that all of the terms and conditions of the Loan Documents shall remain in full force and effect, except as expressly provided in this Agreement or in any other document executed in connection with this Agreement.
4.Borrower hereby ratifies, confirms and reaffirms all of the terms and conditions of the Loan Documents, and that the obligations of Borrower under the Loan Documents, as amended as provided for herein, are evidenced by the Loan Documents.
5.Borrower acknowledges, confirms and agrees that to Borrower’s actual knowledge, Borrower does not have any offsets, defenses, claims or counterclaims against Administrative Agent and/or the Lenders with respect to any of Borrower's liabilities and obligations to Administrative Agent and the Lenders under the Loan Documents.
6.The execution of this Agreement and acceptance of any documents related hereto shall not be deemed to be a waiver of any breach, Default or Event of Default under the Loan Documents, whether or not known to Administrative Agent or the Lenders and whether or not existing on the date of this Agreement.
7.This Agreement, and all other documents, instruments and agreements relating thereto, as same may be amended hereby, constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as such may be limited by the application of bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
8.Borrower warrants and represents that Borrower has consulted with independent legal counsel of Borrower's selection in connection with this Agreement and is not relying on any representations or warranties of Administrative Agent and/or Lenders or its counsel in entering into this Agreement.
9.This Agreement shall constitute a Loan Document.
10.Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Agreement.
11.This Agreement shall be binding upon Borrower, Administrative Agent, the Lenders and their respective successors and assigns and shall inure to the benefit of Borrower, Administrative Agent, the Lenders and their respective successors and assigns.
12.This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State (without regard to principles of conflict laws) and any applicable law of the United States of America.
13.This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging transmission (e.g. pdf by email) shall be effective as delivery of a manually executed counterpart of this Agreement. Said counterparts shall constitute but one and the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument and shall be unaffected by the failure of any of the undersigned to execute any or all of said counterparts.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Increase Agreement to be executed by their authorized officers all as of the day and year first above written.
BORROWER:
SMARTSTOP OP, L.P.
a Delaware limited partnership
By:SmartStop Self Storage REIT, Inc.,
a Maryland corporation, its General Partner
By:/s/ H. Xxxxxxx Xxxxxxxx
Name:H. Xxxxxxx Xxxxxxxx
Title:Chairman and CEO
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Increase Agreement]
KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent and as a Lender
By: /s/ Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Senior Banker
[Signature Page to Increase Agreement]
BANK OF MONTREAL
By:/s/ Xxxxx X. Xxxxxxxx
Name:Xxxxx X. Xxxxxxxx
Title:Vice President
[Signature Page to Increase Agreement]
CITIBANK, N.A.,
as a Lender
By:/s/ Xxxxxxxxxxx Xxxxxx
Name:Xxxxxxxxxxx Xxxxxx
Title:Authorized Signatory
[Signature Page to Increase Agreement]
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
Title:Managing Director
[Signature Page to Increase Agreement]
CITIZENS BANK, N.A.,
as a Lender
By:/s/ Xxxxxx X. Xxxxx
[Signature Page to Increase Agreement]
PNC BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxx X. Xxxxxxxxxx
Name:Xxxxx X. Xxxxxxxxxx
Title:Senior Vice President
[Signature Page to Increase Agreement]
TRUIST BANK,
as a Lender
By:/s/ Xxxx Xxxxxx
Name:Xxxx Xxxxxx
Title:Director
[Signature Page to Increase Agreement]
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:Officer
[Signature Page to Increase Agreement]
XXXXXXX XXXXX BANK,
as a Lender
By:/s/ Xxxxxx Xxxxxx
Name:Xxxxxx Xxxxxx
Title:Vice President
[Signature Page to Increase Agreement]
NATIONAL BANK OF CANADA,
as a Lender
By:/s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title:Director
By:/s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:Managing Director
[Signature Page to Increase Agreement]
The Huntington National Bank,
as a Lender
By:/s/ Xxxxxxx Xxxxxxxxx
Name:Xxxxxxx Xxxxxxxxx
Title:Assistant Vice President
[Signature Page to Increase Agreement]
PEOPLE’S UNITED Bank, N.A.,
as a Lender
By:/s/ Xxxxx X. Xxxxxxxxxxx
Name:Xxxxx X. Xxxxxxxxxxx
Title:Senior Vice President
[Signature Page to Increase Agreement]
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:Senior Vice President
[Signature Page to Increase Agreement]
regions bank,
as a Lender
By:/s/ Xxxxxxxxxxx X. Xxxxxxx
Name:Xxxxxxxxxxx X. Xxxxxxx
Title:Senior Vice President
[Signature Page to Increase Agreement]
GUARANTOR CONFIRMATION
The undersigned hereby acknowledge and consent to the foregoing Increase Agreement and acknowledge and agree that they remain obligated for all obligations and liabilities of the Borrower to the Administrative Agent and the Lenders under the Credit Agreement as provided for under the Guaranty provided by the undersigned dated March 17, 2021, as amended, including, without limitation, repayment of the principal sum of Seven Hundred Million and 00/100 Dollars ($700,000,000.00) (subject to increase to an aggregate principal sum of up to One Billion Fifty Million and 00/100 Dollars ($1,050,000,000.00) in accordance with Section 2.08 of the Credit Agreement) or so much thereof as may be due and owing under any Note or any of the other Loan Documents, together with interest and any other sums payable under any Note or any of the other Loan Documents.
SMARTSTOP SELF STORAGE REIT, INC.,
a Maryland corporation
By: /s/ H. Xxxxxxx Xxxxxxxx
Name:H. Xxxxxxx Xxxxxxxx
Title:Chairman and CEO
SSGT 0000 Xxxxxxx XX, LLC,
SSGT 000 Xxxxxx Xx, XXX,
XXXX 0000 X. Xxxxxxxx Xx, LLC,
SSGT 3175 Sweeten Creek Rd, LLC,
SSGT 0000 Xxxxx Xx, XXX,
XXXX 00000 Western Ave, LLC,
SSGT 197 Deaverview Rd, LLC,
SSGT 00 Xxxxxxxx Xxxxxx Xxxx, XXX,
XXXX 0000 X Xxxxxxxxxx Xxxx, LLC,
SSGT 000 Xxxxx Xxxx Xxxx, XXX,
XXXX 00000 Pines Blvd, LLC,
SSGT 0000 Xxxxxxxx Xxxx, LLC,
SSGT 0000 Xxxxxx Xx, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. Xxxxxxx Xxxxxxxx
Name:H. Xxxxxxx Xxxxxxxx
Title:Chairman and CEO
[Signatures Continue on the Following Page]
Guarantor Confirmation
SSGT 2280 N Xxxxxx Xx, LLC,
SSGT 6888 N Hualapai Way, LLC,
SSGT 0000 X. Xxxxx Xx, LLC,
SST II 000 Xxxxxxx Xxxx, LLC,
SST II 000 Xxxxxxxxxx Xx, LLC,
XXX XX 0000 Xxx Xxxx Xxx, XXX,
XXX II 1401 ENTERPRISE ST, LLC,
SST II 0000 Xxxxxxxxx Xxx, LLC,
SST II 700 Xxxxxxx Xx, LLC,
SST II 21 Kings Chapel Dr, LLC,
SST II 0000 Xxxxxx Xxx, LLC,
XXX XX 0000 Xxxxxxxx Xx, XXX,
XXX II 1880 Williamsburg Pike, LLC,
XXX XX 0000 Xxxxxxx Xxx, XXX,
XXX II 000 Xxxxxx XXX, LLC,
SST II 000 XX Xxxxx Xxxxxx Xxxx, LLC,
XXX XX 0000 X Xxxxx Xx 0, XXX,
XXX II 10451 NW 33rd St, LLC,
SST II 7755 Preserve Ln, LLC,
SST II Rossville Blvd, LLC,
XXX XX 0000 Xxxxxx Xx, XXX,
XXX II 0000 Xxxxxxxx Xxx, LLC,
XXX XX 0000 X Xxxxxxxx Xx, XXX,
XXXX 0000 X Xxxxx Xxxx, LLC,
SSGT 0000 X Xxxxxxx Xx, LLC,
SSGT 7211 Arlington Ave, LLC,
SSGT 7760 Xxxxxxxx Ave, LLC,
SSGT 0000 X Xxxxxxxxx Xx, LLC,
SSGT 0000 Xxxxxxxxx Xx, LLC,
SSGT 0000 Xxxxxxxx Xx, XXX,
XXXX 0000 Xxxxxxxx St, LLC,
SSGT 1671 Northpark Dr, LLC,
SSTI Centennial, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. Xxxxxxx Xxxxxxxx
Name:H. Xxxxxxx Xxxxxxxx
Title:Chairman and CEO
[Signatures Continue on the Following Page]
Subsidiary Guarantor Confirmation
SSTI Granite Xxxxxxxxx, LLC,
SSTI Xxxxxxxx Brampton, LLC,
SSTI Xxxxx Mississauga, LLC,
SSTI Dufferin Toronto LLC,
XXX XX 0000 Xxxxxxx, XXX,
XXX II 000 Xxxxx Xxxxxxx Xx, XXX,
SST II 0000 Xxxxxxxx Xx, LLC,
SST II 1207 Xxxxxxx Line, LLC,
SST II 000 Xxxxxx XX, XXX,
XXXX 00 Xxxxxxxxx Xx LLC,
SSGT 000 Xxxxxxxxx Xx, XXX,
SST IV 000 Xxxxxxxxx-Xxxxx Xx, LLC,
SST IV 0000 Xxxxx Xxx X, XXX,
SST IV 0000 XX 0000, LLC,
XXX XX 00000 XX Xxx 000, XXX,
XXX IV 00000 X Xxxx Xxxxxxx Xxxx, XXX,
SST IV 0000 Xxxxxxx Xx LLC,
XXX XX 000-000 Xxxxxxxxxxxxx Xxx, XXX,
XXX IV 0000 Xxxxxxxxx Xxxx, LLC,
SST IV 00000 Xxxxxxx Xxxx Xxxx Xx XX, LLC,
XXX XX 0000 Xxxxxxxxxx Xxxx Xxxx, XXX,
XXX IV 0000 Xxxxxxxxx Xx, LLC,
SST IV 00000 Xxxxxxxxxx Xxxx, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. Xxxxxxx Xxxxxxxx
Name:H. Xxxxxxx Xxxxxxxx
Title:Chairman and CEO
Subsidiary Guarantor Confirmation