INCREASE AGREEMENT
Exhibit 10.35
This Increase Agreement (this “Agreement”) is made as of February 3, 2025, 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 ▇▇▇▇▇▇▇ and Restated Credit Agreement dated as of February 22, 2024, 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 Seven Hundred Million and 00/100 Dollars ($700,000,000.00) 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 Eighty-Five Million and 00/100 Dollars ($85,000,000.00), (b) ▇▇▇▇▇ Fargo Bank, National Association is increasing the amount of its Revolving Commitment to Eighty Million and 00/100 Dollars ($80,000,000.00), and (c) JPMorgan Chase Bank, N.A. is increasing the amount of its Revolving Commitment to Eighty Million and 00/100 Dollars ($80,000,000.00).
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:
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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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Banker
[Signature Page to Increase Agreement]
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Increase Agreement]
JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
[Signature Page to Increase Agreement]
Exhibit 10.35
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 Five Hundred Million and 00/100 Dollars ($1,500,000,000.00) 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇_______________
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇ ▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SSGT ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, LLC,
SSGT ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC, and
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇_______________
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
[Signatures Continue on the Following Page]
Guarantor Confirmation
SSGT ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, LLC,
SST II ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST II 120 CENTREWEST CT, LLC,
SST II ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SST II ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC,
SST II ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SST II 1880 WILLIAMSBURG PIKE, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, LLC,
SST II ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, LLC,
SST II ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST II ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇, LLC,
SST II ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇, LLC,
SST II ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SST II ROSSVILLE BLVD, LLC,
SST II 1597 MARKET ST, LLC,
SST II 5200 COLISEUM WAY, LLC,
SST II ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇, LLC,
SSGT 1302 MARQUETTE DR, LLC,
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC, and
SSGT ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇_______________
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman and CEO
[Signatures Continue on the Following Page]
Subsidiary Guarantor Confirmation
SSGT 1671 NORTHPARK DR, LLC,
SST IV ▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇, LLC,
SST IV 3750 FM 1488, LLC,
SST IV ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, LLC,
SST IV ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC,
SST IV 856-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST IV ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, LLC,
SST IV 2307 HYDRAULIC RD, LLC,
SST IV ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST II ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, LLC,
SST II ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇, LLC,
SST IV ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SST IV ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, LLC,
SST IV 852 ▇▇▇▇▇▇▇ ST, LLC,
SST IV 3811 TAMIAMI TRL, LLC,
SMST ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SMST ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, LLC,
SMST ▇▇▇ ▇▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC,
SMST 21 SARDIS RD, LLC,
SMST ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLC,
SST II 3970 PELL CIR, LLC, and
SST II ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, LLC
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇_______________
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman and CEO
[Signatures Continue on the Following Page]
Subsidiary Guarantor Confirmation
SSGT II 9950 ▇▇▇▇▇ STATION RD LLC,
SSGT II ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ LLC,
SSGT II ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLC,
SSGT II ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, LLC,
SSGT II ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT II ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇, LLC,
SSGT II DURANGO ▇▇▇▇▇▇▇ LLC,
SSGT II 16900 STATE RD 54, LLC,
SSGT II ▇▇▇ ▇▇▇▇ ▇▇ ▇, LLC,
SSGT II ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ LLC,
SST II 6637 VAN BUREN BLVD, LLC,
SMST ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, LLC,
SSGT II WALNUT GROVE AVE, LLC
SMST ▇▇▇▇ ▇ ▇▇▇▇ ▇▇, LLC,
SMST ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, LLC,
each a Delaware limited liability company
By: SmartStop Self Storage REIT, Inc.,
a Maryland corporation, as Manager
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇_______________
Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Subsidiary Guarantor Confirmation
