Attached files
| file | filename |
|---|---|
| 8-K - 8-K - SmartStop Self Storage REIT, Inc. | ck0001585389-8k_20181029.htm |
Exhibit 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated as of October 29, 2018, and executed by STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P. and certain affiliated entities signatory hereto (hereinafter, collectively, “Borrower”), the Lenders, and KEYBANK NATIONAL ASSOCIATION, (hereinafter, the “Administrative Agent”), for itself and for the Lenders in consideration of mutual covenants contained herein and benefits to be derived herefrom. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning provided for in the Credit Agreement.
RECITALS
WHEREAS, Borrower, Administrative Agent and Lenders are parties to that certain Amended and Restated Credit Agreement dated December 22, 2015, as amended by that certain First Amendment and Joinder to Amended and Restated Credit Agreement dated as of February 18, 2016 and that certain Second Amendment to Amended and Restated Credit Agreement dated as of July 21, 2016 (as amended, the “Credit Agreement”), whereby the Lenders have agreed to make loans to Borrower in accordance with the terms and conditions of the Credit Agreement; and
WHEREAS, Borrower, Administrative Agent, and the Lenders, have agreed, on the conditions provided for herein, to amend certain terms and provisions of the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, the Administrative Agent and the Lenders hereby covenant and agree as follows:
1.Amendment to Credit Agreement. The Credit Agreement is hereby amended as follows:
|
|
(a) |
The definition of Maturity Date in the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following: |
““Maturity Date” means February 20, 2019, subject to extension pursuant to Section 2.20.”
2.As of the date hereof and in accordance with Section 2.08(b) of the Original Credit Agreement, Borrower hereby reduces the amount of the Commitment pursuant to the Original Credit Agreement to $110,000,000.00. In connection therewith Schedule 2.01 of the Original Credit Agreement is hereby replaced with Schedule 2.01 attached hereto and made a part hereof.
3.Extension Fee. Borrower and Administrative Agent hereby agree that in connection with the extension of the Loan pursuant to this Amendment, Borrower shall pay an extension fee in an amount equal to $82,500.00 (seven and one-half (7.5) basis points of the aggregate Commitments of the Lenders).
4.Additional Representations and Warranties. Each Borrower represents and warrants as follows:
|
|
(a) |
It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. |
|
|
(b) |
This Amendment has been duly executed and delivered by each Borrower and constitutes such Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms. |
|
|
(c) |
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by Borrowers of this Amendment. |
-1-
|
|
(e) |
No Event of Default or Default under the Credit Agreement has occurred and is continuing on the date hereof. |
5.Continuing Validity. Except as expressly amended hereby, the remaining terms and conditions of the Credit Agreement shall continue in full force and effect. All future references to the “Credit Agreement” shall be deemed to include references to the Credit Agreement, as amended by this Amendment
6.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
7.Multiple Counterparts. For the purpose of facilitating the execution of this Amendment as herein provided and for other purposes, this Amendment may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Signatures delivered by facsimile or PDF shall have the same legal effect as originals.
8.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGES TO FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as a sealed instrument as of the date first written above.
BORROWER:
STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.
a Delaware limited partnership
By:Strategic Storage Trust II, Inc.,
a Maryland corporation, its General Partner
By:/s/ H. Michael Schwartz
Name:H. Michael Schwartz
Title:Chief Executive Officer
SST II 1401 ENTERPRISE ST, LLC,
SST II 1900 BELLBROOK AVE, LLC,
SST II 700 RUSSELL RD, LLC,
SST II 21 KINGS CHAPEL DR, LLC,
SST II 1325 BENDEN WAY, LLC,
SST II 1840 VICTORIA ST, LLC,
SST II 1880 WILLIAMSBURG PIKE, LLC,
SST II 4950 WESTERN AVE, LLC,
SST II 660 GARDEN HWY, LLC,
SST II 525 SW SOUTH MACEDO BLVD, LLC,
each a Delaware limited liability company
By:Strategic Storage Trust II, Inc.,
a Maryland corporation, its Manager
By:/s/ H. Michael Schwartz
Name:H. Michael Schwartz
Title:Chief Executive Officer
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
SST II 19240 HWY 12, LLC,
SST II 590 E SILVERADO RANCH BLVD, LLC,
SST II 9890 POLLOCK DR, LLC,
SST II 6318 W SAHARA AVE, LLC,
SST II ROSSVILLE BLVD, LLC,
SST II 6950 S GARTRELL RD, LLC,
SST II 10325 W BROWARD BLVD, LLC,
SST II 1341 S STATE RD 7, LLC,
SST II 7755 PRESERVE LN, LLC,
SST II 501 NW BUSINESS CENTER DR, LLC,
SST II 10451 NW 33RD ST, LLC,
each a Delaware limited liability company
By:Strategic Storage Trust II, Inc.,
a Maryland corporation, its Manager
By:/s/ H. Michael Schwartz
Name:H. Michael Schwartz
Title:Chief Executive Officer
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
ADMINISTRATIVE AGENT AND LENDER:
KEYBANK NATIONAL ASSOCIATION
By:/s/ Christopher T. Neil
Name:Christopher T. Neil
Title:Vice President
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
TEXAS CAPITAL BANK, N.A.
By:/s/ Brett Walker
Name:Brett Walker
Title:Senior Vice President
COMERICA BANK
By:/s/ Charles Weddell
Name:Charles Weddell
Title:Vice President
U.S. BANK NATIONAL ASSOCIATION
By:/s/ Michael F. Diemer
Name:Michael F. Diemer
Title:Vice President
[Signature Page to Third Amendment to Amended and Restated Credit Agreement]
The undersigned hereby acknowledges and consents to the foregoing Third Amendment to Amended and Restated Credit Agreement and acknowledges and agrees that the undersigned remains obligated for the various obligations and liabilities of Borrower to the Administrative Agent and the Lenders under the Amended and Restated Credit Agreement dated December 22, 2015, as provided for in that certain Amended and Restated Guaranty dated December 22, 2015, executed by the undersigned.
STRATEGIC STORAGE TRUST II, INC.,
a Maryland corporation
By:/s/ H. Michael Schwartz
Name:H. Michael Schwartz
Title: Chief Executive Officer