SECOND AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") made this 27th day of June, 1997 by and among STORAGE TRUST
PROPERTIES, L. P., a Delaware limited partnership ("Borrower"), STORAGE TRUST
REALTY, a Maryland real estate investment trust ("Guarantor"), BANKBOSTON, N.A.
(formerly known as The First National Bank of Boston), individually
("BankBoston"), BANK OF AMERICA ILLINOIS ("BOA"), DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES, as successor to Dresdner Bank AG Chicago and Grand
Cayman Branches ("Dresdner"), THE FIRST NATIONAL BANK OF CHICAGO, as
successor to NBD Bank ("First Chicago"), SIGNET BANK ("Signet") and KEYBANK
NATIONAL ASSOCIATION (formerly known as Key Bank), as successor to Society
National Bank ("Key"; BankBoston, BOA, Dresdner, First Chicago, Signet and
Key are hereinafter referred to collectively as the "Banks"), and BANKBOSTON,
N.A. (formerly known as The First National Bank of Boston), as Agent (the
"Agent").
W I T N E S E T H:
WHEREAS, Borrower, Agent and the Banks (or their predecessors-in-interest)
entered into that certain Revolving Credit Agreement dated January 25, 1996, as
amended by that certain First Amendment to Revolving Credit Agreement and
Guaranty dated December 13, 1996 (the"First Amendment"; such Revolving Credit
Agreement, as amended by the First Amendment, is hereinafter referred to
collectively as the "Credit Agreement"); and
WHEREAS, Guarantor has executed and delivered to the Agent and the Banks
that certain Unconditional Guaranty of Payment and Performance dated January
25, 1996, as amended by the First Amendment (collectively the "Guaranty"); and
WHEREAS, Borrower has requested that Agent and the Banks modify and
amend certain terms and provisions of the Credit Agreement and the Guaranty;
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
1. Definitions. All the terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
2. Modification of the Credit Agreement. Borrower, Banks and Agent do
hereby modify and amend the Credit Agreement as follows:
(a) By deleting in its entirety the definition of the terms
"Applicable Margin", "Investment Grade" and "Rating Agencies" appearing in
1.1 of the Credit Agreement, and inserting in lieu thereof the following:
"Applicable Margin. On any date that the lower of the Implied
Ratings issued from time to time by any of the Rating Agencies
for the Borrower or the Guarantor is an Investment Grade Rating,
the applicable margin set forth below for LIBOR Rate Loans based
on the lower of the Implied Ratings issued by any of the Rating
Agencies for the Borrower or the Guarantor and the Debt Service
Coverage Ratio of the Borrower:
Applicable Margin No Investment
Debt Service Coverage Ratio Investment Grade Rating Grade Rating
Less than 4.0 to 1.0 1.50% 1.625%
Equal to or greater 1.375% 1.625%
than 4.0 to 1.0, but
less than 8.0 to 1.0
Equal to or greater 1.25% 1.50%
than 8.0 to 1.0
The Applicable Margin for Base Rate Loans shall be 0.00%. On any date that the
lower of the Implied Ratings for the Borrower or the Guarantor is not an
Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a
rating from any of the Rating Agencies, the Applicable Margin for LIBOR Rate
Loans shall be determined as if neither the Borrower nor the Guarantor has an
Investment Grade Rating. In the event of any change in an Implied Rating of
either the Borrower or the Guarantor by any of the Rating Agencies or if either
the Borrower's or the Guarantor's Implied Rating shall cease at any time to
be an Investment Grade Rating by any of the Rating Agencies (but subject to the
provisions within the definition of the term "Investment Grade Rating") and the
effect thereof would be an increase in the Applicable Margin, such change shall
effect an increase in the Applicable Margin on the first Business Day after the
Rating Notice Date; provided, further, that if any such event shall occur which
would result in a reduction of the Applicable Margin, such event shall effect a
reduction in the Applicable Margin as to each LIBOR Rate Loan only upon the
commencement of a new Interest Period applicable to such Loan. It is the
intention of the parties that if either the Borrower or the Guarantor shall only
obtain an Investment Grade Rating from one of the Rating Agencies without
seeking an Investment Grade Rating from the other Rating Agencies, the
Borrower shall be entitled to the benefit of the rate reductions described above
(it being the intent of the parties that the Borrower shall be entitled to the
benefit of the rate reductions described above if only one of the Borrower or
the Guarantor obtains an Investment Grade Rating); provided that if one of the
Borrower or the Guarantor shall have obtained an Investment Grade Rating from
two or more of the Rating Agencies, the lowest of the ratings (or the loss of
the Investment Grade Rating from any of the Rating Agencies thereafter), shall
control; and provided further that if only one of the Borrower or the Guarantor
shall have obtained an Investment Grade Rating from one of the Rating Agencies,
the loss of the Investment Grade Rating from such Rating Agency shall control.
It is further the intention of the parties that if both the Borrower and the
Guarantor shall have obtained an Investment Grade Rating from one or more of
the Rating Agencies, the lowest of any of such ratings (or the loss of the
Investment Grade Rating from any of the Rating Agencies thereafter as to either
the Borrower or the Guarantor), shall control.
In the event that the Applicable Margin is at any time to be determined based
upon the Debt Service Coverage Ratio, the Applicable Margin shall be determined
based upon the Debt Service Coverage Ratio set forth in the Compliance
Certificate (subject to further verification if required by the Agent)
which has been most recently provided to the Agent in accordance with the terms
of this Agreement. In the event that the Borrower shall fail to deliver the
Compliance Certificate to Agent as and when required by 7.4(c), it shall be
assumed for the purposes of determining the Applicable Margin that the Debt
Service Coverage Ratio is less than 4.0 to 1. In the event of any change in
such ratio that would cause the Applicable Margin to increase, such event
shall effect an increase in the Applicable Margin on the first Business Day
after the delivery of such Compliance Certificate to Agent; provided, further
that if any such event shall occur which would result in a reduction of the
Applicable Margin, such event shall effect a reduction in the Applicable
Margin as to each LIBOR Rate Loan following the delivery of such Compliance
Certificate to Agent and only upon the commencement of a new Interest Period
applicable to such Loan.
Investment Grade Rating. With respect to any Person, an Implied Rating
equal to or more favorable than BBB- with respect to a rating issued by Standard
and Poors Corporation (or in the case of a rating issued by Xxxxx'x Investor
Service, a rating of Baa3 or in the case of a rating issued by Duff & Xxxxxx
Credit Rating Co., a rating of BBB-). If, at any time after a Person obtains an
Investment Grade Rating, (a) no Implied Rating for such Person's senior
unsecured long-term debt shall have been issued or confirmed in writing by
any of the Rating Agencies within the previous 365 days, or (b) the rating
system of any of the Rating Agencies (as opposed to the rating of a Person)
shall change, or any of the Rating Agencies shall no longer perform the
functions of a securities rating agency, then the Borrower and the Agent
shall promptly negotiate in good faith to amend the reference to the specific
ratings in this definition for the determination of the Investment Grade Rating,
and pending such amendment, the applicable rating in effect as of the date the
event described in this paragraph occurred shall continue to apply.
Rating Agencies. Standard & Poor's Corporation, Xxxxx'x Investor
Service and Duff & Xxxxxx Credit Rating Co.";
(b) By inserting the following new definition in 1.1 of the Credit
Agreement:
"Debt Service Coverage Ratio. The ratio determined at the end of any
fiscal quarter of the Funds from Operations plus interest expense of
the Borrower and its Subsidiaries for the Test Period to the Debt Service
for the Test Period, as provided in 9.2."
(c) By deleting the words "Borrower or Guarantor has an Investment Grade
Rating from either of the Rating Agencies" appearing in the seventh (7th) and
eighth (8th) lines of 2.2 of the Credit Agreement and inserting in lieu
thereof the words "Borrower or Guarantor has an Investment Grade Rating from
any of the Rating Agencies";
(d) By deleting 2.8(b)(i) of the Credit Agreement in its entirety, and
inserting in lieu thereof the following:
"(i) Investment Grade Rating. The Borrower or the Guarantor shall
have obtained an Investment Grade Rating from either or both of Standard &
Poors Corporation or Xxxxx'x Investor Service, which continues in
full force and effect as to any such rating obtained prior to the
Maturity Date (it being understood that if either the Borrower or the
Guarantor shall have obtained an Investment Grade Rating from either or
both of Standard & Poors Corporation or Xxxxx'x Investor Service and
any such Implied Rating as to the Borrower or the Guarantor ceases to
be an Investment Grade Rating by either or both of Standard & Poors
Corporation or Xxxxx'x Investor Service at the time required by 2.8(b),
then Borrower shall not be entitled to an extension of the Maturity Date
pursuant to 2.8(b)(i)."; and
(e) By deleting Paragraph 2 of Exhibit D to the Credit Agreement in its
entirety, and inserting in lieu thereof the following:
"2. Investment Grade Rating. Borrower or Guarantor has obtained
an Investment Grade Rating from either or both of Standard & Poors
Corporation and Xxxxx'x Investor Service, which continues in full force
and effect as required by 2.8(b)(i) of the Credit Agreement."; and
3. References to Credit Agreement and Guaranty. All references in the
Loan Documents to the Credit Agreement or the Guaranty shall be deemed a
reference to the Credit Agreement or the Guaranty, as applicable, as modified
and amended herein.
4. Consent of Guarantor. By execution of this Amendment, Guarantor
hereby expressly consents to the modifications and amendments relating to the
Credit Agreement as set forth herein, and Guarantor hereby acknowledges,
represents and agrees that the Guaranty remains in full force and effect and
constitutes the valid and legally binding obligation of Guarantor, enforceable
against Guarantor in accordance with its terms, and that the execution and
delivery of this Amendment does not constitute, and shall not be deemed to
constitute, a release, waiver or satisfaction of Guarantor's obligations
under the Guaranty.
5. No Default. By execution hereof, the Borrower and Guarantor certify
that the Borrower and Guarantor are and will be in compliance with all
covenants under the Loan Documents after the execution and delivery of this
Amendment, and that no Default or Event of Default has occurred and is
continuing except with respect to which a waiver has been obtained
in accordance with the terms of the Credit Agreement.
6. Waiver of Claims. Borrower and Guarantor acknowledge, represent and
agree that Borrower and Guarantor have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with
respect to the Loan Documents, the administration or funding of the Loans or
with respect to any acts or omissions of Agent or any of the Banks, or any
past or present officers, agents or employees of Agent or any of the Banks,
and each of Borrower and Guarantor does hereby expressly waive, release and
relinquish any and all such defenses, setoffs, claims, counterclaims and causes
of action, if any.
7. Ratification. Except as hereinabove set forth, all terms, covenants
and provisions of the Credit Agreement and the Guaranty remain unaltered and
in full force and effect, and the parties hereto do hereby expressly ratify
and confirm the Credit Agreement and the Guaranty as modified and amended
herein. Nothing in this Amendment shall be deemed or construed to constitute,
and there has not otherwise occurred, a novation, cancellation, satisfaction,
release, extinguishment or substitution of the indebtedness evidenced by the
Notes or the other obligations of Borrower and Guarantor under the Loan
Documents.
8. Counterparts. This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.
9. Effectiveness of Rate Modification. Notwithstanding the terms set
forth in this Amendment in the definition of the term "Applicable Margin"
concerning the effectiveness of any rate reduction at the end of the applicable
Interest Period, any rate reduction to which the Borrower would be entitled
based on the provisions of the definition of the term "Applicable Margin" as
of the date hereof shall become effective as of the date hereof and prior to the
expiration of the existing Interest Periods.
10. Miscellaneous. This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective permitted successors, successors-in-title and assigns
as provided in the Credit Agreement and the Guaranty.
IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWER:
STORAGE TRUST PROPERTIES, L.P., a Delaware
limited partnership, by its sole general partner
By: Storage Trust Realty, a Maryland real estate
investment trust
By:__________________________________
Name:
Title:
[SEAL]
GUARANTOR:
STORAGE TRUST REALTY, a Maryland real estate
investment trust
By: _____________________________________
Name:
Title:
[SEAL]
BANKBOSTON, N.A. (formerly known as The First
National Bank of Boston), individually and as Agent
By:_______________________________________
Xxxxxxx X. Xxxxxxx, Director
[BANK SEAL]
BANK OF AMERICA ILLINOIS
By:_______________________________________
Title:
[BANK SEAL]
DRESDNER BANK, AG New York and Grand Cayman
Branches
By:_______________________________________
Title:
Attest:____________________________________
Title:
[BANK SEAL]
KEYBANK NATIONAL ASSOCIATION
By:_______________________________________
Title:
[BANK SEAL]
THE FIRST NATIONAL BANK OF CHICAGO
By:_______________________________________
Title:
[BANK SEAL]
SIGNET BANK
By:_______________________________________
Title:
[BANK SEAL]
