AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 2 TO

NOTE PURCHASE AGREEMENT

(2014)

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this "Amendment"), is dated as of June 29, 2016, by and among Sovran Self Storage, Inc., a Maryland corporation ("Sovran") and Sovran Acquisition Limited Partnership, a Delaware limited partnership ("SALP, and together with Sovran, the "Obligors") and the Required Holders.  Capitalized terms used but not defined herein have the meanings given to them in the Note Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Obligors issued $175,000,000 aggregate principal amount of its 4.533% Senior Guaranteed Notes, Series E, due April 8, 2024 (the "Notes") pursuant to that certain Note Purchase Agreement dated as of April 8, 2014 (together with all schedules, annexes and exhibits thereto, the "Note Purchase Agreement") among the Obligors, and each of the purchasers named on Schedule A thereto; and

WHEREAS, the Borrower and the noteholders party hereto desire to amend certain provisions of the Note Purchase Agreement on the terms and conditions contained herein; and

WHEREAS, in accordance with Section 17.1 of the Note Purchase Agreement, the provisions of the Note Purchase Agreement being amended pursuant to Section 2 hereof may be amended with the written consent of the Obligors and the Required Holders.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.  Incorporation of Recitals.  The above Recitals are hereby confirmed by the parties hereto and incorporated into this Amendment in their entirety.

Section 2.  Amendments to Note Purchase Agreement.  Upon the effectiveness of this Amendment, the Note Purchase Agreement is hereby amended as follows:

	(a)	Section 10.17 of the Note Purchase Agreement shall be replaced in its entirety as follows: "Section 10.17.  [Intentionally Omitted.]"
	(b)	Section 11(g) of the Note Purchase Agreement shall be replaced in its entirety as follows: "(g) (i) either Obligor or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt other than the Notes that is outstanding in an aggregate principal amount in excess of the Debt Threshold beyond any period of grace provided with respect thereto, or (ii) either Obligor or any Subsidiary is in default in the performance of or compliance with any material term of any instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes in an aggregate principal amount in excess of the Debt Threshold or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests or the exercise by either Obligor or any Subsidiary of a contractual right to prepay such Debt), either Obligor or any Subsidiary has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least the Debt Threshold; or"
	(c)	The definition of "Capitalization Rate" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows: ""Capitalization Rate" means a rate equal to seven and one-quarter of one percent (7.25%)."
	(d)	The definition of "Consolidated Assumed Amortizing Unsecured Debt Service Charges" set forth in Schedule B to the Note Purchase Agreement shall be replaced in its entirety as follows: ""Consolidated Assumed Amortizing Unsecured Debt Service Charges" means, as of any date of determination, an amount equal to the actual interest and principal payments for the immediately preceding six month period on all Unsecured Debt of the Obligors and their respective Subsidiaries for borrowed money or in respect of reimbursement obligations for letters of credit, guaranty obligations or Capitalized Leases, whether direct or contingent, which is outstanding on such date."
	(e)	Schedule B to the Note Purchase Agreement is amended by adding the following definition of "Debt Threshold" in the appropriate alphabetical location: ""Debt Threshold" means $10,000,000, provided, however, if the Bank Credit Agreement is at any time amended such that an event of default would occur under the Bank Credit Agreement if there is cross default in an amount greater than $10,000,000, the reference to $10,000,000 in this definition shall be replaced by such new amount in the Bank Credit Agreement, up to a maximum of $25,000,000."

Section 3.  Effect of Amendment.  This Amendment shall be fully effective and binding on all the parties hereto and all holders of the Notes as of the date hereof upon the execution and delivery of this Amendment by the Obligors and the Required Holders (the "Effective Date").  The Obligors will deliver executed or true and correct copies of this Amendment to each holder of outstanding Notes promptly following the date on which it is executed and delivered by all the necessary parties hereto.

Section 4.  Ratification.  Except as specifically set forth in this Amendment, the terms of the Note Purchase Agreement, as amended hereby, shall remain in full force and effect and are hereby ratified and affirmed, in their entirety.

Section 5.  Representation of Authority.  By execution and delivery of this Amendment, each party hereby represents and warrants to the other parties that the person executing this Amendment for such party is duly authorized to execute this Amendment on behalf of such party.

Section 6.  Representations and Warranties of the Obligors.  To induce the Required Holders to execute and deliver this Amendment, each of the Obligors represents and warrants to the holders of the Notes that on the date hereof:

	(a)	Authorization, Etc.  This Amendment has been duly authorized by all necessary corporate or partnership action on the part of it, and the Note Purchase Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and (ii) general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
	(b)	Compliance with Laws, Other Instruments, Etc.  The execution, delivery and performance by it of this Amendment will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of a Lien in respect of any property of it under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, partnership agreement, limited liability company agreement or any other agreement or instrument to which it is bound or by which it or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to it or (iii) violate any provision of any statute or other rule or regulations of any Governmental Authority applicable to it.
	(c)	Governmental Authorizations, Etc.  No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by it of this Amendment, except any that have been obtained and are in full force and effect.
	(d)	No Default.  As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing.
	(e)	No Fees.  It has not, nor has any Subsidiary or Affiliate of it, directly or indirectly, paid or caused to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Obligors or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment or other modification to any credit facility, the effect of which amendment or other modification is to amend or modify any provisions thereof similar to the modifications reflected in this Amendment.

Section 7.  Fees of Counsel.  The Obligors shall pay the reasonable fees and disbursements of Xxxxxxxxx Xxxxxxx, LLP, as special counsel for the holders of the Notes, relating to the transactions contemplated by this Amendment, as set forth in a statement delivered to the Obligors.

Section 8.  Amendment Fee.  The Obligors agree to pay, on or before the date of this Amendment, an amendment fee to each holder of Notes in the amount of .10% (ten basis points) on the principal amount of Notes held by such holders.

Section 9.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 10.  Governing Law.  This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require or permit the application of the laws of a jurisdiction other than such State.

Section 11.  Electronic Delivery.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in "portable document format" (".pdf") form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be effective as delivery of a manually executed counterpart of this Amendment.

[Remainder of page intentionally left blank; next page is signature page]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date hereof.

OBLIGORS:

SOVRAN SELF STORAGE, INC.

By:            /s/ Xxxxxx X. Xxxxxxxx          

      Name:  Xxxxxx X. Xxxxxxxx

      Title:     Chief Financial Officer

SOVRAN ACQUISITION LIMITED PARTNERSHIP

By:  Sovran Holdings, Inc., its general partner

By:            /s/ Xxxxxx X. Xxxxxxxx          

      Name:  Xxxxxx X. Xxxxxxxx

      Title:     Chief Financial Officer

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:        /s/ Xxxx Xxxxxx                                            

          Name: Xxxx Xxxxxx

          Title:  Vice President

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

By:         /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Assistant Vice President

XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK

By: Prudential Private Placement Investors, L.P.

           (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

           (as its General Partner)

By:         /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Vice President

THE INDEPENDENT ORDER OF FORESTERS

By: Prudential Private Placement Investors, L.P.

          as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

           (as its General Partner)

By:         /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Vice President

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

By:  PGIM, Inc. as Investment-Advisor

By:         /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Vice President

FARMERS INSURANCE EXCHANGE

By: Prudential Private Placement Investors, L.P.

           (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

           (as its General Partner)

By:         /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Vice President

MID CENTURY INSURANCE COMPANY

By: Prudential Private Placement Investors, L.P.

           (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

           (as its General Partner)

By:        /s/ Xxxx Xxxxxx                                          

          Name: Xxxx Xxxxxx

          Title:  Vice President

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC

          as Investment Adviser

By:    /s/ Xxxxxx X. Xxxx                               

          Name: Xxxxxx X. Xxxx

          Title: Managing Director

MASSMUTUAL ASIA LIMITED

By: Babson Capital Management LLC

          as Investment Adviser

By:    /s/ Xxxxxx X. Xxxx                               

          Name: Xxxxxx X. Xxxx

          Title: Managing Director

BANNER LIFE INSURANCE COMPANY

By: Babson Capital Management LLC

          as Investment Adviser

By:    /s/ Xxxxxx X. Xxxx                               

          Name: Xxxxxx X. Xxxx

          Title: Managing Director

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

GENERAL AMERICAN LIFE INSURANCE COMPANY

By: Metropolitan Life Insurance Company,

          its Investment Manager

METLIFE INSURANCE COMPANY USA

F/K/A METLIFE INSURANCE COMPANY OF CONNECTICUT

By: Metropolitan Life Insurance Company,

          its Investment Manager

METLIFE INVESTORS USA INSURANCE COMPANY

By: Metropolitan Life Insurance Company,

          its Investment Manager

NEW ENGLAND LIFE INSURANCE COMPANY

By: Metropolitan Life Insurance Company,

          its Investment Manager

By:      /s/ Xxxx X. Xxxxx                                    

          Name: Xxxx X. Xxxxx

          Title: Managing Director

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

NEW YORK LIFE INSURANCE COMPANY

By:    /s/ Xxxxxxxx Xxxxxx                           

          Name: Xxxxxxxx Xxxxxx

          Title:   Corporate Vice President

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

By: NYL Investment Management LLC,

          its Investment Manager

By:    /s/ Xxxxxxxx Xxxxxx                           

          Name: Xxxxxxxx Xxxxxx

          Title:   Director

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE

ACCOUNT (BOLI 30C)

By: NYL Investment Management LLC,

          its Investment Manager

By:    /s/ Xxxxxxxx Xxxxxx                           

          Name: Xxxxxxxx Xxxxxx

          Title:   Director

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

 INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE

ACCOUNT (BOLI 3-2)

By: NYL Investment Management LLC,

          its Investment Manager

By:    /s/ Xxxxxxxx Xxxxxx                           

          Name: Xxxxxxxx Xxxxxx

          Title:   Director

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

TRANSAMERICA LIFE (BERMUDA) LTD

By: AEGON USA Investment Management, LLC,           its investment manager

By:     /s/ Xxxx Xxxxxxxxx                             

          Name: Xxxx Xxxxxxxxx

          Title:   Vice President

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

By: AEGON USA Investment Management, LLC,

          its investment manager

By:     /s/ Xxxx Xxxxxxxxx                             

          Name: Xxxx Xxxxxxxxx

          Title:   Vice President

TRANSAMERICA PREMIER LIFE INSURANCE

By: AEGON USA Investment Management, LLC,

          its investment manager

By:     /s/ Xxxx Xxxxxxxxx                             

          Name: Xxxx Xxxxxxxxx

          Title:   Vice President

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

BANKERS LIFE AND CASUALTY COMPANY

COLONIAL PENN LIFE INSURANCE COMPANY

BANKERS CONSECO LIFE INSURANCE COMPANY

By:     40|86 Advisors, Inc. acting as Investment Advisor

By:      /s/ Xxxxx X. Xxxxxxxx                                           

          Name:  Xxxxx X. Xxxxxxxx

          Title:  Senior Vice President

[Signature Page – Amendment No. 2 to Note Purchase Agreement (2014 Notes)]