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FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") made this ---- day of March, 1998 by and among
STORAGE TRUST PROPERTIES, L. P., a Delaware limited partnership
("Borrower"), STORAGE TRUST REALTY, a Maryland real estate
investment trust ("Storage Trust Guarantor"), the undersigned
Additional Guarantors (collectively the "Additional Guarantors";
Storage Trust Guarantor and the Additional Guarantors are
sometimes hereinafter referred to collectively as the
"Guarantors"), BANKBOSTON, N.A., individually ("BankBoston"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA;
BankBoston and BOA are hereinafter referred to collectively as
the "Banks"), and BANKBOSTON, N.A., as Agent (the "Agent").
W I T N E S S E T H:
WHEREAS, Borrower, Agent and the Banks entered into that
certain Revolving Credit Agreement dated as of January 25, 1998
(the "Credit Agreement"); and
WHEREAS, Storage Trust Guarantor has executed and
delivered to the Agent and the Banks that certain Unconditional
Guaranty of Payment and Performance dated as of January 25, 1998
(the "Storage Trust Guaranty"); and
WHEREAS, Additional Guarantors have executed and delivered
to the Agent and the Banks that certain Unconditional Guaranty of
Payment and Performance dated as of January 25, 1998 (the
"Additional Guarantors Guaranty"; the Storage Trust Guaranty and
the Additional Guarantors Guaranty are sometimes hereinafter
referred to collectively as the "Guaranty"); and
WHEREAS, Borrower has requested that Agent and the Banks
modify and amend certain terms and provisions of the Credit
Agreement and release Storage Trust Investments-Georgia, L.P.
("Storage Trust-Georgia") from its obligations as an Additional
Guarantor;
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 the words "twenty percent (20%)"
appearing in the second (2nd) line of the last paragraph of the
definition of the term "Unencumbered Operating
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Property" appearing in Section 1.1 of the Credit Agreement, and
inserting in lieu thereof the words "twenty-five percent (25%)";
(b) By deleting the words "twenty percent (20%)"
appearing in the first (1st) line of Section 7.14(a)(ii) of the
Credit Agreement and inserting in lieu thereof the words "twenty-
five percent (25%)";
(c) By deleting the words "twenty percent (20%)"
appearing in the fourth (4th) line of Section 7.19(h) of the
Credit Agreement, and inserting in lieu thereof the words
"twenty-five percent (25%)"; and
(d) By deleting the name "▇▇▇▇▇▇ ▇▇▇▇▇▇" appearing in
the first (1st) line of Section 12.1(q) of the Credit Agreement,
and inserting in lieu thereof the name "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇".
3. Release of Storage Trust-Georgia. The Agent and the
Banks hereby release Storage Trust-Georgia from its obligations
under the Additional Guarantors Guaranty, and from and after the
date hereof, Storage Trust-Georgia shall no longer be an
Additional Guarantor. The obligations of the remaining
Guarantors shall not be affected by such release.
4. References to Credit Agreement. All references in the
Loan Documents to the Credit Agreement shall be deemed a
reference to the Credit Agreement as modified and amended herein.
5. Representations and Warranties. Borrower and
Guarantors represent and warrant to the Banks and Agent as
follows:
(a) Authorization. The execution, delivery and
performance of this Amendment and the transactions contemplated
hereby and thereby (i) are within the authority of Borrower and
Guarantors, (ii) have been duly authorized by all necessary
proceedings on the part of such Persons, (iii) do not and will
not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which any of
such Persons is subject or any judgment, order, writ, injunction,
license or permit applicable to such Persons, (iv) do not and
will not conflict with or constitute a default (whether with the
passage of time or the giving of notice, or both) under any
provision of the charter documents, partnership agreement,
declaration of trust or other charter documents or bylaws of, or
any agreement or other instrument binding upon any of such
Persons or any of its properties, and (v) do not and will not
result in or require the imposition of any lien or other
encumbrance on any of the properties, assets or rights of such
Persons.
(b) Enforceability. The execution and delivery of
this Amendment is valid and legally binding obligations of
Borrower and Guarantors enforceable in accordance with the terms
and provisions hereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of the remedy
of specific
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performance or injunctive relief is subject to the discretion of
the court before which any proceeding therefor may be brought.
(c) Approvals. The execution, delivery, and
performance of this Amendment and the transactions contemplated
hereby and thereby do not require the approval or consent of any
Person or the authorization, consent, approval of or any license
or permit issued by, or any filing or registration with, or the
giving of any notice to, any court, department, board, commission
or other governmental agency or authority other than those
already obtained.
6. Consent of Guarantors. By execution of this Amendment,
each Guarantor hereby expressly consents to the modifications and
amendments relating to the Credit Agreement as set forth herein
and the release of Storage Trust-Georgia, and each Guarantor
hereby acknowledges, represents and agrees that the Guaranty
remains in full force and effect and constitutes the valid and
legally binding obligation of such Guarantor, enforceable against
such 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 such Guarantor's obligations under the Guaranty.
7. No Default. By execution hereof, the Borrower and each
Guarantor certifies that the Borrower and Guarantors 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.
8. Waiver of Claims. Borrower and Guarantors acknowledge,
represent and agree that Borrower and Guarantors 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 Guarantors does hereby expressly
waive, release and relinquish any and all such defenses, setoffs,
claims, counterclaims and causes of action, if any.
9. Ratification. Except as hereinabove set forth, all
terms, covenants and provisions of the Credit Agreement remain
unaltered and in full force and effect, and the parties hereto do
hereby expressly ratify and confirm the Credit Agreement 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 Guarantors
under the Loan Documents.
10. Amendment as Loan Document. This Amendment shall
constitute a Loan Document.
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11. Counterparts. This Amendment may be executed in any
number of counterparts which shall together constitute but one
and the same agreement.
12. 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:
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Name:
Title:
[SEAL]
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GUARANTOR:
STORAGE TRUST REALTY, a Maryland real
estate investment trust
By:
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Name:
Title:
[SEAL]
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ADDITIONAL GUARANTORS:
STORAGE TRUST INVESTMENTS, L.P., a Missouri
limited partnership, by its sole general partner
By: STR Management Corp., a Missouri corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE TRUST INVESTMENTS - TENNESSEE,
L.P., a Tennessee limited partnership, by its sole
general partner
By: STR Management Corporation of Tennessee,
a Tennessee corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE TRUST INVESTMENTS - FLORIDA,
LIMITED PARTNERSHIP, a Florida limited partnership,
by its sole general partner
By: STR Management Corporation of Florida, a Florida
corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE TRUST INVESTMENTS - KENTUCKY,
LTD., a Kentucky limited partnership, by its sole
general partner
By: STR Management Corporation of Kentucky, a
Kentucky corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE TRUST INVESTMENTS - KANSAS, L.P., a
Kansas limited partnership, by its sole general partner
By: STR Management Corp. of Kansas, a
Kansas corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE T INVESTMENTS - WISCONSIN,
LIMITED PARTNERSHIP, a Wisconsin limited
partnership, by its sole general partner
By: STR Management Corporation of Wisconsin, a
Wisconsin corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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STORAGE T INVESTMENTS - ILLINOIS, L.P., an
Illinois limited partnership, by its sole general
partner
By: STR Management Corporation of
Illinois, an Illinois corporation
By:
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Name:
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Title:
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[CORPORATE SEAL]
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BANKBOSTON, N.A., individually and as Agent
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
[BANK SEAL]
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Title:
[BANK SEAL]
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