Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 19, 2024, SmartStop Self Storage REIT, Inc. (the "Company"), through its operating partnership (the "Borrower"), entered into a credit agreement with KeyBank, National Association, as administrative agent ("KeyBank"), and KeyBanc Capital Markets, Inc. as book runner and lead arranger, and certain other lenders (the "Lenders") that may become party thereto (the "Acquisition Facility").

The initial commitment under the Acquisition Facility is $35 million, which may be increased by the Borrower up to a maximum total commitment of $175 million. Upon the closing of the Acquisition Facility, the Borrower immediately drew down an aggregate amount of approximately $15 million, which was used to fund the acquisition of a self storage facility. The Borrower intends to use the proceeds of the Acquisition Facility to fund future self storage facility acquisitions. As the Borrower makes draw requests under the Acquisition Facility for such future acquisitions, each subsidiary of the Company that owns such self storage facility will become a Subsidiary Guarantor (defined below) under the Acquisition Facility.

The maturity date of the Acquisition Facility is November 19, 2025, and includes a six-month extension option, subject to the payment of an extension fee of 0.20% on the aggregate amount of the then-outstanding commitments for such extension, and it may be prepaid or terminated at any time without penalty; provided, however, that the Lenders shall be indemnified for certain breakage costs.

Amounts borrowed under the Acquisition Facility bear interest based on the type of borrowing (either Base Rate Loans, Daily Simple SOFR Loans, or Term SOFR Loans, each as defined in the Acquisition Facility). Base Rate Loans bear interest at the lesser of (x) the Base Rate (as defined in the Acquisition Facility) plus the applicable rate, or (y) the maximum rate. Daily Simple SOFR Loans bear interest at the lesser of (a) Adjusted Daily Simple SOFR (as defined in the Acquisition Facility) plus the applicable rate, or (b) the maximum rate. Term SOFR Loans bear interest at the lesser of (a) Term SOFR (as defined in the Acquisition Facility) for the interest period in effect plus the applicable rate, or (b) the maximum rate. The corresponding applicable rate is (i) prior to the extension period, if any (A) 275 basis points for Daily Simple SOFR Loans and Term SOFR Loans and (B) 175 basis points for Base Rate Loans, and (ii) after the extension period, if any (A) 325 basis points for Daily Simple SOFR Loans and Term SOFR Loans and (B) 225 basis points for Base Rate Loans. The initial advance under the Acquisition Facility was a Daily Simple SOFR Loan that bears interest at 275 basis points over Adjusted Daily Simple SOFR.

The Acquisition Facility is fully recourse, jointly and severally, to the Company, the Borrower, and certain of its subsidiaries (each, a "Subsidiary Guarantor"). In connection with the Acquisition Facility, each of the Company and any Subsidiary Guarantor executed a guaranty in favor of the Lenders. It is an event of default under the Acquisition Facility if (a) there is a payment default by the Company, the Borrower or any Subsidiary Guarantor under any recourse debt for borrowed money, or (b) there is a payment default by the Company or any of its subsidiaries under any non-recourse debt of at least $75 million.

The Acquisition Facility is initially secured by: (i) a pledge of equity interests in each Subsidiary Guarantor and (ii) a pledge of all net proceeds from any capital event of the Company or its subsidiaries, which includes equity issuances, sales of properties and refinancing of indebtedness.

The Acquisition Facility contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. The financial covenants imposed on the Company are the same as the financial covenants imposed by the Company's amended and restated revolving credit facility with KeyBank and certain other lenders party thereto, dated February 22, 2024. The negative covenants include, among other things, a restriction on the Company's ability to obtain additional recourse financing in the future with limited exceptions. If an event of default occurs and continues, the Borrower is subject to certain actions by the administrative agent, including, without limitation, the acceleration of repayment of all amounts outstanding under the Acquisition Facility.

The information set forth above in this Item 1.01 does not purport to be complete and is qualified in its entirety by the full text of the documents attached to this Current Report on Form 8-K as Exhibit 10.1, which are incorporated into this Item 1.01 by reference.

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