Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
Off­Balance Sheet Arrangement of a Registrant.
On September 21, 2021, pursuant to a partial exercise by NSA OP, LP (the
"Operating Partnership") of its expansion option under its second amended and
restated credit agreement dated as of July 29, 2019 (as amended, the "Credit
Agreement"), the Operating Partnership, as borrower, certain of its subsidiaries
that are party to the Credit Agreement, as subsidiary guarantors, and National
Storage Affiliates Trust (the "Company") entered into a first increase agreement
and third amendment to the Credit Agreement (the "Increase Agreement") with
KeyBank National Association, as Administrative Agent (the "Administrative
Agent"), and the lenders party thereto, as the increase lenders, to provide a
new tranche E term loan facility ("Term Loan E") in an aggregate outstanding
principal amount of $125.0 million, which increases the total borrowing capacity
under the credit facility to $1.4 billion, consisting of six components: (i) a
$500.0 million revolving line of credit, (ii) a $125.0 million tranche A term
loan facility, (iii) a $250.0 million tranche B term loan facility, (iv) a
$225.0 million tranche C term loan facility, (v) a $175.0 million tranche D term
loan facility and (vi) a $125.0 million Term Loan E. Following this exercise,
the Operating Partnership has a remaining expansion option of up to $350
million. If exercised in full, the remaining expansion option would provide for
a total borrowing capacity under the credit facility of $1.75 billion.
Term Loan E matures on March 21, 2027. It is not subject to any scheduled
reduction or amortization payment prior to maturity. Interest rates applicable
to loans under Term Loan E are determined based on a 1, 3 or 6 month LIBOR
period (as elected by the Company at the beginning of any applicable interest
period), plus an applicable margin, or a base rate, determined by the greatest
of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR
plus 1.00%, plus an applicable margin. The applicable margins for Term Loan E
are leverage based and range from 1.10% to 1.55% for LIBOR loans and 0.10% to
0.55% for base rate loans; provided that after such time as the Company achieves
an investment grade rating from at least two rating agencies, the Company may
elect (but is not required to elect) that Term Loan E is subject to the rating
based on applicable margins ranging from 0.80% to 1.60% for LIBOR Loans and
0.00% to 0.60% for base rate loans. Term Loan E may be prepaid at any time
without penalty.
Other than the increases and amendments related to Term Loan E, the Increase
Agreement did not impact or amend the Credit Agreement's previously disclosed
terms, including its covenants, events of default, or terms of payment.
The description above is only a summary of the material provisions of the
Increase Agreement and is qualified in its entirety by reference to a copy of
the Increase Agreement, which will be filed with the Company's next quarterly
report on Form 10­Q. The Credit Agreement was filed on November 1, 2019 as
Exhibit 10.1 to the Company's quarterly report on Form 10­Q.
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