Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): July 06, 2024

   

GLOBAL SELF STORAGE, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-12681	13-3926714
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3814 Route 44
Millbrook, New York		12545
(Address of principal executive offices)		(Zip Code)

    Registrant’s telephone number, including area code: (212) 785-0900

   

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SELF	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into Material Definitive Agreements.

Loan Agreement and Guarantee

Effective as of July 6, 2024, certain wholly owned subsidiaries (the “Subsidiaries”) of Global Self Storage, Inc. (the “Company”) entered into a second amendment to the revolving credit loan agreement (the “Loan Agreement”) between the Subsidiaries and The Huntington National Bank, successor by merger to TCF National Bank (the “Lender”). Under the Loan Agreement, the Subsidiaries are borrowing from the Lender in the principal amount of up to $15 million pursuant to a second amended and restated promissory note (the “Promissory Note”). The Promissory Note bears an interest rate equal to 3.00% over the Secured Overnight Financing Rate and is due to mature on July 6, 2027. The obligations under the Loan Agreement are secured by certain real estate assets owned by the Subsidiaries.

The Company entered into a second amended and restated guaranty of payment effective as of July 6, 2024 (the “Guaranty,” and together with the Loan Agreement, the Promissory Note and related instruments, the “Loan Documents”) to guarantee the payment to Lender of certain obligations of the Subsidiaries under the Loan Agreement.

The Loan Documents require the Subsidiaries and the Company to comply with certain covenants, including, among others, customary financial covenants. The Lender may accelerate amounts outstanding under the Loan Documents upon the occurrence of an Event of Default (as defined in the Loan Agreement) including, but not limited to, the failure to pay amounts due to the Lender or commencement of bankruptcy proceedings.

The Company and the Subsidiaries are paying customary fees and expenses in connection with their entry into the Loan Documents.

There is no material relationship between the Company, the Subsidiaries or their affiliates (other than the Subsidiaries) and the Lender, other than in respect of the Loan Documents and a separate revolving credit agreement entered into by a group of entities that may be deemed Company affiliates with The Huntington National Bank prior to its merger with TCF National Bank.

The foregoing description is qualified in its entirety by the full terms and conditions of the Guaranty and the Second Amendment to the Loan Documents, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In connection with the execution of the Loan Documents, the Company issued a press release, which is attached as Exhibit 99.1 hereto. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The Company believes that certain statements in the information attached as Exhibit 99.1 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.


Exhibit No.		Description


10.1		Second Amended and Restated Guaranty of Payment, effective as of July 6, 2024, by Global Self Storage, Inc. in favor of The Huntington National Bank, successor by merger to TCF National Bank
10.2		Second Amendment to the Loan Documents, effective as of July 6, 2024, between certain subsidiaries of Global Self Storage, Inc. and The Huntington National Bank, successor by merger to TCF National Bank
99.1		Global Self Storage, Inc. Press Release, dated July 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			GLOBAL SELF STORAGE, INC.

Date:	July 11, 2024	By:	/s/ Mark C. Winmill
			Name: Mark C. Winmill Title: President

EXHIBIT 10.1

SECOND AMENDED AND RESTATED GUARANTY OF PAYMENT

This SECOND AMENDED AND RESTATED GUARANTY OF PAYMENT (this “Guaranty”) is dated to be effective as of July 6, 2024, irrespective of the actual date of execution, and is executed by GLOBAL SELF STORAGE, INC., a Maryland corporation (the “Guarantor”), to and for the benefit of THE HUNTINGTON NATIONAL BANK, successor by merger to TCF National Bank (“Lender”).

R E C I T A L S:

Lender made a loan in the maximum principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (as amended, extended, and increased, the “Loan”) to SSG Millbrook LLC, a New York limited liability company (“SSG Millbrook”), SSG Clinton LLC, a New York limited liability company (“SSG Clinton”), SSG Fishers LLC, a Delaware limited liability company (“SSG Fishers”), and SSG Lima LLC, a Delaware limited liability company (“SSG Lima”) (SSG Millbrook, SSG Clinton, SSG Fishers, and SSG Lima are individually, collectively, jointly and severally, “Original Borrower”) pursuant to the terms and conditions of that certain Revolving Credit Loan Agreement dated December 20, 2018 between Lender and Borrower (the “Original Loan Agreement”).

As a condition precedent to Lender’s extension of the Loan to Borrower and in consideration therefor, Lender required the execution and delivery of (i) that certain Guaranty of Payment dated December 20, 2018 by Guarantor (the “Original Guaranty”), (ii) that certain Promissory Note dated December 20, 2018, executed by Borrower and made payable to the order of Lender (the “Original Note”), evidencing the Loan, (iii) that certain (a) Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents with respect to the New York Premises (the “New York Mortgage”), (b) Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents with respect to the Connecticut Premises (the “Connecticut Mortgage”), (c) Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents with respect to the Indiana Premises (the “Indiana Mortgage”), and (d) Open-End Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents with respect to the Ohio Premises (the “Ohio Mortgage”, and collectively with the New York Mortgage, the Connecticut Mortgage, and the Indiana Mortgage, the “Original Mortgages”), all dated December 20, 2018, executed by each applicable Original Borrower to and for the benefit of Lender, in each case encumbering the real property, improvements and personalty described therein (in each case, the “Original Premises”), and (iv) the other Loan Documents as defined in the Original Loan Agreement.

Original Borrower previously requested that Lender (i) increase the amount of the Loan to Fifteen Million and 00/100 Dollars ($15,000,000.00), (ii) add SSG WEST HENRIETTA LLC, a Delaware limited liability company (“SSG West Henrietta”; collectively, jointly and severally, with Original Borrower, “Borrower”) as a co-borrower on the Loan, (iii) take a collateral interest in certain real property, fixtures and improvements (the “West Henrietta Premises; collectively with the Original Premises, the “Premises”) owned by SSG West Henrietta as additional collateral for the loan, as described in a Mortgage, Security Agreement, Fixture Filing

and Assignment of Leases and Rents dated as of July 6, 2021 and executed by SSG West Henrietta for the benefit of Lender (the “West Henrietta Mortgage”; together with the Original Mortgages, the “Mortgages”), and (iv) make certain other changes to the Original Loan Agreement as described in a First Amendment to Loan Documents dated as of July 6, 2021, executed by Borrower, Guarantor and Lender (the “First Amendment”), an Amended and Restated Promissory Note dated as of July 6, 2021 executed by Borrower and Lender (the “First Amended Note”), which First Amended Note amended, restated and superseded the Original Note in its entirety, and a First Amended and Restated Guaranty of Payment dated as of July 6, 2021 executed by Guaranty and Lender (the “First Amended Guaranty”), which First Amended Guaranty amended, restated and superseded the Original Guaranty in its entirety.

Borrower has requested that Lender (i) further extend the Maturity Date of the Loan, and (ii) make certain other changes to the Original Loan Agreement (as amended by the First Amendment) as described in a Second Amendment to Loan Documents dated as of the date hereof executed by Borrower, Guarantor and Lender (the “Second Amendment”; the Original Loan Agreement, as amended by the First Amendment and the Second Amendment, and as may be further amended, restated, or modified from time to time, the “Loan Agreement”) and a Second Amended and Restated Promissory Note dated as of the date hereof executed by Borrower payable to Lender (as may be amended, restated, or modified from time to time, the “Note”), which Note amends, restates and supersedes the First Amended Note in its entirety. All capitalized terms used in this Guaranty without definition shall have the meanings given in the Loan Agreement.

As a condition to Lender’s execution of the Second Amendment and Note, Lender has required that Guarantor and Lender execute this Guaranty in order to amend, restate and supersede the First Amended Guaranty in its entirety.

The Guarantor is a member of each Borrower and, having a financial interest in the Premises, has agreed to execute and deliver this Guaranty to Lender.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Guarantor hereby agrees as follows:

A G R E E M E N T S:

Guaranty of Payment. The Guarantor hereby unconditionally, absolutely and irrevocably guaranties to Lender, subject to all notice and cure periods, the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of Borrower to Lender evidenced by the Note and any other amounts that may become owing by Borrower under the Loan Documents (such indebtedness, obligations and other amounts guaranteed hereby are hereinafter referred to as the “Obligations”). This Guaranty is a present and continuing guaranty of payment and not of collectability, and Lender shall not be required to prosecute collection, enforcement or other remedies against Borrower or any other guarantor of the Obligations, or to enforce or resort to any collateral for the repayment of the Obligations or other rights or remedies pertaining thereto, before calling on Guarantor for payment. If for any reason Borrower shall fail or be unable to pay, punctually and fully, any of the Obligations, Guarantor shall pay such obligations to Lender in full promptly upon

demand. One or more successive actions may be brought against Guarantor, as often as Lender deems advisable, until all of the Obligations are paid and performed in full.

Intentionally Omitted.

Continuing Guaranty. The Guarantor agrees that performance of the Obligations by Guarantor shall be a primary obligation, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the Obligations or any other person or entity, and shall remain in full force and effect until the Indebtedness is repaid to Lender (except as expressly set forth herein) without regard to, and shall not be released, discharged or affected in any way by, any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including without limitation:

(a)

any lack of validity or enforceability of any of the Loan Documents;

(b)

any termination, amendment, modification or other change in any of the Loan Documents, including, without limitation, any modification of the interest rate(s) described therein, except to the extent that any such termination, amendment, modification or change to the Loan Documents changes Guarantor’s obligations thereunder;

(c)

any furnishing, exchange, substitution or release of any collateral securing repayment of the Loan, or any failure to perfect any lien in such collateral;

(d)

any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the Obligations or Lender to conform or comply with any term of any of the Loan Documents or any failure of Lender to give notice of any Event of Default (as defined in the Note) to Guarantor;

(e)

any waiver, compromise, release, settlement or extension of time of payment or performance or observance of any of the obligations or agreements contained in any of the Loan Documents which does not expressly extend to Guarantor;

(f)

any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred on it in any of the Loan Documents, or any other action or inaction on the part of Lender;

(g)

any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshalling of assets and liabilities or similar events or proceedings with respect to Borrower, Guarantor or any other guarantor of the Obligations, as applicable, or any of their respective property or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

(h)

any merger or consolidation of Borrower into or with any entity, or any sale, lease or transfer of any of the assets of Borrower, Guarantor or any other guarantor of the Obligations to any other person or entity;

(i)

any change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of the Obligations, or any termination of any such relationship;

(j)

any release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the Obligations from any obligation or agreement contained in any of the Loan Documents; or

(k)

except as expressly agreed to by Lender, any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing and whether foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.

Waivers. The Guarantor expressly and unconditionally waives, except as may be required under the Loan Documents or are unwaiveable under Applicable Law (i) notice of any of the matters referred to in Section 3 above, (ii) all notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including, without limitation, any demand, presentment and protest, proof of notice of non-payment under any of the Loan Documents and notice of any Event of Default or any failure on the part of Borrower, Guarantor or any other guarantor of the Obligations to perform or comply with any covenant, agreement, term or condition of any of the Loan Documents, (iii) any right to the enforcement, assertion or exercise against Borrower, Guarantor or any other guarantor of the Obligations of any right or remedy conferred under any of the Loan Documents, (iv) any requirement of diligence on the part of any person or entity, (v) any requirement on the part of Lender to exhaust any remedies or to mitigate the damages resulting from any default under any of the Loan Documents, and (vi) any notice of any sale, transfer or other disposition of any right, title or interest of Lender under any of the Loan Documents.

Subordination. The Guarantor agrees that any and all present and future debts and obligations of Borrower to Guarantor incurred before or during the Term of the Loan are hereby subordinated to the claims of Lender and are hereby assigned by Guarantor to Lender as security for the Obligations and the obligations of Guarantor under this Guaranty.

Subrogation Waiver. Until the Obligations are paid in full and all periods under applicable bankruptcy law for the contest of any payment by Guarantor or Borrower as a preferential or fraudulent payment have expired, Guarantor knowingly, and with advice of counsel, waives, relinquishes, releases and abandons all rights and claims to indemnification, contribution, reimbursement, subrogation and payment which Guarantor may now or hereafter have by and from Borrower and the successors and assigns of Borrower, for any payments made by Guarantor to Lender, including, without limitation, any rights which might allow Borrower, Borrower’s successors, a creditor of Borrower, or a trustee in bankruptcy of Borrower to claim in bankruptcy or any other similar proceedings that any payment made by Borrower or Borrower’s successors

and assigns to Lender was on behalf of or for the benefit of Guarantor and that such payment is recoverable by Borrower, a creditor or trustee in bankruptcy of Borrower as a preferential payment, fraudulent conveyance, payment of an insider or any other classification of payment which may otherwise be recoverable from Lender.

Reinstatement. The obligations of Guarantor pursuant to this Guaranty shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Obligations or the obligations of Guarantor under this Guaranty is rescinded or otherwise must be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Guarantor or Borrower or otherwise, all as though such payment had not been made.

Financial Statements. The Guarantor represents and warrants to Lender that (a) the financial statements of Guarantor previously submitted to Lender are true, complete and correct in all material respects, disclose all actual and contingent liabilities, and fairly present the financial condition of Guarantor, and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statements submitted or this Guaranty, and (b) no material adverse change has occurred in the financial statements from the dates thereof until the date hereof. The Guarantor covenants and agrees to furnish to Lender or its authorized representatives reasonable information regarding the business affairs, operations and financial condition of Guarantor, including, but not limited to the financial statements and information required in Section 7.5(b) of the Loan Agreement.

Guarantor Financial Covenants. Guarantor shall at all times comply with Guarantor’s Financial Covenants.

10.

Transfers; Sales, Etc. Except as otherwise provided herein, Guarantor shall not sell, lease, transfer, convey or assign any of its assets, unless such sale, lease, transfer, conveyance or assignment is performed in the ordinary course of its business and in compliance with Applicable Law (including, without limitation, the acquisition and sale of real property or interests in entities owning real property, issuance of stock, raising capital, guaranteeing obligations of affiliates, and entry into joint venture agreements), and will not have a material adverse effect on Guarantor’s ability to perform its obligations hereunder. In addition, Guarantor shall not itself become subject to any merger, consolidation, or similar transaction whereby Guarantor is not the surviving entity and does not retain Control of the surviving entity. Notwithstanding anything herein or in the other Loan Documents to the contrary, Lender (i) acknowledges that Guarantor is a publicly-traded entity and (ii) agrees that the (A) buying, selling, transfer, trading or issuance of stock or other securities by or of Guarantor or any Guarantor subsidiary, (B) entry by Guarantor or any Guarantor subsidiary into a joint venture, partnership or other business entity and (C) acquisition of property or any interests in property or any entity which owns property by Guarantor or any Guarantor subsidiary is all expressly permitted by Lender without need for further consent from, or notice to, Lender.

11.

Enforcement Costs. Guarantor hereby agrees to pay, on written demand by Lender, all actual, out-of-pocket costs incurred by Lender in collecting any amount payable under this Guaranty or enforcing or protecting its rights under the Loan Documents, in each case whether or not legal proceedings are commenced (the “Enforcement Costs”). Such fees and expenses shall

be in addition to the Guaranteed Obligation and shall include, without limitation, costs and expenses of outside counsel, paralegals and other hired professionals, special servicing fees (including portfolio management fees), court fees, costs incurred in connection with pre-trial, trial and appellate level proceedings (including discovery and expert witnesses), costs incurred in post-judgment collection efforts or in any Bankruptcy Proceeding to the extent such costs relate to the Guaranteed Obligation or the enforcement of this Guaranty. The Enforcement Costs incurred by Lender shall be immediately due and payable, and shall bear interest at the Default Rate from the date of disbursement until paid in full upon Lender’s written demand for payment. This Section 11 shall survive the payment in full of the Guaranteed Obligation.

12.

Set-Off Rights. Guarantor hereby grants to Lender a security interest in, and Lender is hereby authorized at any time and from time to time, without prior notice to Guarantor (any such notice hereby being expressly waived by Guarantor), to set off and apply, any and all accounts and deposits (general or special, time or demand, provisional or final) at any time held by Lender, if any, or any branch, subsidiary, or affiliate of Lender, if any, and all other indebtedness at any time owing by Lender or any branch, subsidiary, or affiliate of Lender, to or for the credit or the account of Guarantor (including all accounts held jointly with another, but excluding any IRA or Keogh accounts, or any trust accounts for which a security interest would be prohibited by law), against any and all of the obligations of Guarantor due and payable under this Guaranty. Such security interest may be enforced, and such right of setoff may be exercised, by Lender irrespective of whether or not Lender shall have made any demand under this Guaranty. Lender agrees promptly to notify a Guarantor after any such setoff and application, provided that the failure to give such notice shall not affect the validity or such setoff and application. The rights of Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have.

13.

Guarantor Due Diligence and Benefit. Guarantor represents and warrants to Lender that (a) the Loan and this Guaranty are for commercial purposes, (b) Guarantor has had adequate opportunity to review the Loan Documents, (c) Guarantor is fully aware of Obligations of Borrower thereunder and of the financial condition, assets and prospects of Borrower, and (d) Guarantor is executing and delivering this Guaranty based solely upon Guarantor’s own independent investigation of the matters contemplated by clauses (a) through (c) of this Section and in no part upon any representation, warranty or statement of Lender with respect thereto.

14.

General. Guarantor represents and warrants to Lender that:

(a)

Authority. The Guarantor is a corporation duly organized and in good standing under the laws of the State of Maryland, has full power and authority to execute, deliver and perform the Obligations and has been duly authorized by all necessary corporate action to execute and deliver this Guaranty.

(b)

Valid and Binding Obligation. This Guaranty constitutes Guarantor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent enforceability may be limited under applicable bankruptcy and insolvency laws and similar laws affecting creditors’ rights generally and to general principles of equity.

(c)

No Conflict with Other Agreement. Guarantor’s execution, delivery and performance of this Guaranty will not (i) result in the breach of, or conflict with, or result in the acceleration of, any obligation under any guaranty, indenture, credit facility or other instrument to which Guarantor, or any of its respective assets may be subject, or (ii) violate any order, judgment or decree to which Guarantor, or any of its respective assets are subject.

(d)

No Pending Litigation. To the best of Guarantor’s knowledge no action, suit, proceeding or investigation, judicial, administrative or otherwise (including without limitation any reorganization, bankruptcy, insolvency or similar proceeding), currently is pending or threatened against it which, either in any one instance or in the aggregate, may have a material, adverse effect on its ability to perform its obligations under this Guaranty.

(e)

Consideration. Guarantor owns an interest in Borrower and will derive substantial benefit from the making of the Loan to Borrower.

(f)

Financial Condition. Guarantor currently is solvent and will not be rendered insolvent by providing this Guaranty. No material adverse change has occurred in the financial condition of Guarantor since the date of its most recent financial statements submitted to Lender, other than such changes that have been disclosed in writing to Lender and acknowledged by Lender.

15.

Successors and Assigns. This Guaranty shall inure to the benefit of Lender and its successors and assigns. This Guaranty shall be binding on Guarantor and the heirs, legatees, successors and assigns of Guarantor. It is agreed that the liability of Guarantor hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Obligations or any part thereof and that the liability of Guarantor hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations.

16.

No Waiver of Rights. No delay or failure on the part of Lender to exercise any right, power or privilege under this Guaranty or any of the other Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other power or right, or be deemed to establish a custom or course of dealing or performance between the parties hereto. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstance.

17.

Modification. The terms of this Guaranty may be waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment, modification, waiver or other change of any of the terms of this Guaranty shall be effective without the prior written consent of Lender.

18.

Joinder. Any action to enforce this Guaranty may be brought against Guarantor without any reimbursement or joinder of Borrower or any other guarantor of the Obligations in such action.

19.

Severability. If any provision of this Guaranty is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, Guarantor and Lender shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Guaranty and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect.

20.

Applicable Law. This Guaranty and all matters arising from this Guaranty including, but not limited to, provisions related to loan charges, are governed by federal law and, to the extent not preempted by federal law, by the substantive law of the State of Illinois.

21.

Modification. This Guaranty shall not be modified, supplemented, or terminated, nor any provision hereof waived, except by a written instrument signed by the party against whom enforcement thereof is sought, and then only to the extent expressly set forth in such writing.

22.

Duplicate Originals; Counterparts. This Guaranty may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Guaranty (and each duplicate original) also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute a fully executed Guaranty even though all signatures do not appear on the same document. Receipt of an executed signature page to this Guaranty by facsimile or other electronic transmission (including a .pdf file sent via electronic mail) shall constitute effective delivery thereof.

23.

Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

24.

Intentionally Omitted.

25.

Reliance. Lender would not make the Loan to Borrower without this Guaranty. Accordingly, Guarantor intentionally and unconditionally enters into the covenants and agreements herein and understands that, in reliance upon and in consideration of such covenants and agreements, the Loan shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

26.

Waiver of Bankruptcy Stay. Subject to all Applicable Law, Guarantor covenants and agrees that upon the commencement of a voluntary or involuntary Bankruptcy Proceeding by or against Guarantor, Guarantor shall not seek a supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code or any other Debtor Relief Law, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor by virtue of this Guaranty or otherwise.

27.

Further Assurances. Guarantor shall, upon request by Lender, execute, with acknowledgment or affidavit if required, and deliver, any and all documents and instruments reasonably required to effectuate the provisions hereof and of any other Loan Document.

28.

Notices. All notices, communications and waivers under this Guaranty shall be in writing and shall be (a) delivered in person, (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (c) sent by overnight express carrier, addressed in each case as follows:


To Lender:		The Huntington National Bank 2655 Warrenville Road, Suite 100 Downers Grove, IL 60515 Attn: James Straka

With a copy to:		Polsinelli PC 1401 Lawrence Street, Suite 2300 Denver, CO 80202 Attn: Michael Strand

To Guarantor:		Global Self Storage, Inc. 3814 Route 44 Millbrook, NY 12545 Attn: Mark C. Winmill

With a copy to:		McCarter & English, LLP 825 Eighth Avenue, 31st Floor New York, NY 10019 Attn: Curtis B. Leitner and Howard M. Berkower

or to any other address as to any of the parties hereto, as such party shall designate in a written notice to the other parties hereto. All notices sent pursuant to the terms of this Section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight, express carrier, then on the next federal banking day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third federal banking day following the day sent or when actually received.

29.

CONSENT TO JURISDICTION. GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY GUARANTOR AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS GUARANTY SHALL BE LITIGATED IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. GUARANTOR HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GUARANTOR AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO THIS GUARANTY. GUARANTOR WAIVES ANY CLAIM THAT COOK COUNTY, ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS IS

AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD GUARANTOR, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF, GUARANTOR SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY LENDER AGAINST GUARANTOR AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR GUARANTOR SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND GUARANTOR HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

30.

WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, GUARANTOR WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH GUARANTOR OR BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.

31.

WAIVER OF JURY TRIAL. THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY OF ANY CONTROVERSY RELATED IN ANY WAY TO THIS GUARANTY, WOULD EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY, AND WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE HOLDER OF THIS GUARANTY.

32.

Amendment and Restatement. This Guaranty amends, restates and supersedes the First Amended Guaranty in its entirety.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor has executed this Second Amended and Restated Guaranty of Payment as of the date first above written.

GUARANTOR:

GLOBAL SELF STORAGE, INC.,

a Maryland corporation

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

ACKNOWLEDGMENT

State of New York

County of Kings

On the 3rd day of July in the year 2024 before me, the undersigned, personally appeared Donald Klimoski II, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Daniel Ross, Notary Public

_____________________________

Signature and Office of individual

taking acknowledgment

(Signature Page to Second A&R Guaranty of Payment (Single Guarantor))

EXHIBIT 10.2

SECOND AMENDMENT TO LOAN DOCUMENTS

This Second Amendment to Loan Documents (this “Amendment”), dated to be effective as of July 6, 2024 (the “Effective Date”), irrespective of the actual date of execution, is by and among SSG Millbrook LLC, a New York limited liability company, SSG Clinton LLC, a New York limited liability company, SSG Fishers LLC, a Delaware limited liability company, SSG Lima LLC, a Delaware limited liability company, SSG WEST HENRIETTA LLC, a Delaware limited liability company (collectively, “Borrower”), GLOBAL SELF STORAGE, INC., a Maryland corporation (“Guarantor”), and THE HUNTINGTON NATIONAL BANK, successor by merger to TCF National Bank (“Lender”).

RECITALS

Borrower obtained a loan from Lender (the “Loan”) pursuant to the terms of a Revolving Credit Loan Agreement dated December 20, 2018, as amended by a First Amendment to Loan Documents dated July 6, 2021 (together, the “Loan Agreement”). The Loan is evidenced by an Amended and Restated Promissory Note dated July 6, 2021 in the maximum principal amount of $15,000,000.00 (the “Note”) and secured by certain Mortgages encumbering the Property.

Borrower’s obligations under the Loan Documents are guaranteed by Guarantor pursuant to an Amended and Restated Guaranty of Payment dated July 6, 2021 (the “Guaranty”).

Borrower and Guarantor are also parties to an Environmental Indemnity Agreement dated December 20, 2018 with respect to the Property (the “Environmental Indemnity”).

The Loan Agreement, the Note, the Mortgages, the Guaranty, the Environmental Indemnity, and all other documents evidencing, securing, or otherwise governing the Loan, as they may have been amended or modified, are referred to herein collectively as the “Loan Documents.”

Borrower, Guarantor and Lender desire to modify the Loan on the terms and conditions set forth in this Amendment.

AGREEMENTS

In consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

TERMINOLOGY. The terms used in this Amendment shall have the same meanings as in the Loan Agreement, unless a different meaning is assigned herein or is required by the context hereof.

AMENDMENTS TO LOAN DOCUMENTS. Upon satisfaction of all of the Conditions of Effectiveness (defined below), the following amendments shall take effect:

2.1

New Defined Terms. The following definitions are hereby added to Section 1.2 of the Loan Agreement:

“Capital Expenditures” means any expenditures or commitments to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Guarantor in accordance with GAAP.

“Corporate Leverage Ratio” means, on a consolidated basis, as of December 31 of each year, (a) the aggregate amount of Funded Debt divided by (b) Total Assets.

“Distributions” means, on a consolidated basis, any dividend, distribution, or other payment (whether in cash, securities, or other assets and including any sinking fund or similar deposit) in respect of the equity or ownership interests of Guarantor or on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such interest, or on account of any return of capital to Guarantor’s shareholders, partners, members, or other Persons with equivalent ownership interests.

“EBITDA” on a consolidated basis, the total of net income for such period, plus the following items to the extent deducted in determining net income for such period, (a) Interest Expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) unusual or non-recurring charges, expenses or losses, (f) other non-cash charges, expenses or losses (excluding any such non-cash charge to the extent it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), and (g) any losses realized from the disposition of assets outside the ordinary course of business minus, to the extent included in determining net income for such period, the sum of (i) unusual or non-recurring gains and non-cash income, (ii) any other non-cash income or gains increasing net income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash charge in any prior period) and (iii) any gains realized from the disposition of assets outside of the ordinary course of business, all as determined on a consolidated basis.

“Fixed Charge Coverage Ratio” means, on a consolidated basis, as of December 31 of each year, the ratio of (a) EBITDA minus Non-Financed Capital Expenditures minus cash taxes, minus cash Distributions, plus Lease/Rent Expense, to (b) the sum of (i) Interest Expense, plus (ii) scheduled principal payments on Funded Debt, plus (iv) Lease/Rent Expense.

“Funded Debt” means, on a consolidated basis, without duplication (a) all outstanding obligations for borrowed money, whether or not evidenced by notes, bonds, debentures or similar instruments, (b) all lease obligations, and (c) all obligations in respect of letters of credit, bankers’ acceptances and similar instruments.

“Interest Expense” means, on a consolidated basis, total interest expense, including the interest component of any payments in respect of capital lease obligations, capitalized or expensed during such period (whether or not actually paid during such period).

“Lease/Rent Expense” means the aggregate consolidated cash rental expenses of Guarantor determined in accordance with GAAP which are under leases of real estate or personal property (net of income from subleases thereof), whether or not such expenses are reflected as expenses on a consolidated income statement of Guarantor.

“Non-Financed Capital Expenditures” means Capital Expenditures to the extent not made using Indebtedness or cash on hand as of January 1 of the particular year in question.

“Total Assets” means, on a consolidated basis, the total dollar amount of assets of the Guarantor as reflected on its consolidated balance sheet as of December 31 which shall equal the sum of Guarantor’s total liabilities and stockholders’ equity.

2.2

Revised Defined Terms. The following definitions contained in Section 1.2 of the Loan Agreement, and all references to such terms in the other Loan Documents are hereby deleted in their entirety and replaced with the following:

“Applied Debt Service” means the payments of principal and interest that would be due and payable on the Loan during a twelve (12) month period, assuming required monthly principal and interest payments that would be necessary to fully amortize the full Loan Amount over a twenty-five year period at an interest rate per annum equal to the higher of (i) the Interest Rate (as defined in the Note) as such Interest Rate may be effectively lowered pursuant to the terms of any Swap Agreement then in effect, (ii) the Ten-Year Treasury Rate, plus two and one half percent (2.50%), or (iii) six percent (6.00%) per annum in effect on the date the Applied Debt Service is determined.

“Guarantor’s Financial Covenants” means the requirement that until the Loan is repaid in full:

(a) the Guarantor owns solely in its own name Liquid Assets having a value of not less than $1,000,000.00, determined semi-annually as of June 30 and December 31;

(b) the Guarantor maintains, on a consolidated basis, a Total Liabilities to Total Equity Ratio of not greater than 1.00 to 1.00, determined annually as of December 31;

(c) the Guarantor maintains, on a consolidated basis, an Interest Coverage Ratio of not less than 1.75 to 1.00, determined annually as of December 31 and for the twelve months then ended;

(d) the Guarantor maintains, on a consolidated basis, a Fixed Charge Coverage Ratio of not less than 1.40 to 1.00, determined annually as of December 31 and for the twelve months then ended; and

(e) the Guarantor maintains, on a consolidated basis, a Corporate Leverage Ratio equal to or less than sixty five percent (65%) determined annually as of December 31.

“Guaranty” means, collectively, all guaranties required pursuant to this Agreement and all guaranties pursuant to which any Person now or hereafter partially or fully guarantees the payment or performance of any Obligations to Lender under any Loan Document, and currently means the Second Amended and Restated Guaranty of Payment dated as of July 6, 2024 given by Guarantor in favor of Lender.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accrued expenses and current accounts payable incurred in the ordinary course of business), (f) all indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed, (g) all guarantees by such Person of indebtedness of others, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (j) all Swap Obligations of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Maturity Date” means July 6, 2027, unless the Maturity Date is extended to July 6, 2028 by Borrower in accordance with Section 2.14.

“Note” means that certain Second Amended and Restated Promissory Note in the stated aggregate principal amount of $15,000,000.00 dated as of July 6, 2024, made by Borrower and payable to the order of Lender, as the same may be amended, restated, modified or supplemented and in effect from time to time..

“Operating Revenues” means for any period for which the calculation thereof is being made, all revenues, including without limitation Rents, parking reserves, and tenant reimbursements for Operating Expenses, of a recurring nature, from the Property received by Borrower, determined on a cash basis, derived from the ownership, operation, use, leasing and occupancy of the Property during such period; however, that in no event shall Operating Revenues include (i) any Loan Proceeds; (ii) proceeds or payments under insurance policies (except proceeds of business interruption insurance); (iii) condemnation proceeds; (iv) any security deposits received from Tenants in the Property, unless and until the same are applied to rent or other obligations in accordance with the applicable Leases; or (v) any other extraordinary items as reasonably approved by the Lender.

“Swap Agreement” means any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

2.3

Loan Reduction. Section 2.7(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(c) Notwithstanding anything to the contrary herein or in any of the other Loan Documents, if, on July 6, 2025 (the “First Reduction Date”), the Principal Balance is in excess of $14,750,000.00, Borrower shall, within five (5) days after notice from Lender sent following the First Reduction Date, make a payment to Lender or authorize Lender to make a withdrawal from Borrower’s account in an amount sufficient to reduce the Principal Balance to no more than $14,750,000.00. Thereafter, Loan Amount and Loan Proceeds shall not exceed $14,750,000.00. Notwithstanding anything to the contrary herein or in any of the other Loan Documents, if, on July 6, 2026 (the “Second Reduction Date”), the Principal Balance is in excess of $14,500,000.00, Borrower shall, within five (5) days after notice from Lender sent following the Second Reduction Date, make a payment to Lender or authorize Lender to make a withdrawal from Borrower’s account in an amount sufficient to reduce the Principal Balance to no more than $14,500,000.00. Thereafter, the Loan Amount and Loan Proceeds shall not exceed $14,500,000.00.”

2.4

Permitted Uses. Section 2.10(a) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(a) Loan Proceeds may be used for the following lawful purposes, (i) to satisfy costs related to the acquisition of self-storage properties by any Guarantor subsidiary, including, but not limited to earnest money deposits, environmental reports, property condition reports, appraisals, attorney fees (associated with such acquisitions), and acquisition price (collectively “Self-Storage Property Acquisition Costs”), (ii) to satisfy construction costs incurred to (A) convert to self-storage any non-self storage portions of the Property and other real property owned by Guarantor’s wholly-owned subsidiaries, or (B) expand the Property (as further set forth in Section 11 below) and other real property owned by Guarantor’s wholly-owned subsidiaries, provided, however, that Loan Proceeds used for construction costs as set forth in this subsection (ii) shall not exceed fifty percent (50%) of the Loan Amount at any time, or (iii) to make equity contributions necessary to fulfill the co-invest requirements or pay organizational and transactional costs of any joint ventures entered into with respect to the acquisition of self-storage properties. Notwithstanding anything herein to the contrary, Loan Proceeds shall not be used to fund dividends, operating losses, stock buy-backs, executive or employee compensation, other capital maneuvers, or any other expenses not expressly permitted under this Section 2.10(a).”

2.5

Unused Facility Fees. A new Section 2.13 is hereby added to the Loan Agreement as follows:

“2.13 Unused Facility Fees. Borrower shall pay Lender an annual unused facility fee based on the daily average of the unadvanced amount of the Loan during the trailing twelve (12)-month period ending each June 30. The fee will be calculated at 0.25% per annum if the daily average of the unadvanced amount of the Loan during such trailing twelve (12)-month period was greater than fifty percent (50%), and will be calculated at 0.15% if the daily average of the unadvanced amount of the Loan during such trailing twelve (12)-month period was less than or equal to fifty percent (50%). This fee will be calculated by Lender and is due within ten (10) Business Days after each of June 30, 2025, June 30, 2026, June 30, 2027 and, if Borrower extends the maturity of the Loan in accordance with Section 2.14, June 30, 2028.

2.6

Extension Option. A new Section 2.14 is hereby added to the Loan Agreement as follows:

“2.14 Extension Option. Borrower shall have the right to extend the Maturity Date for twelve (12) months from July 6, 2027 to July 6, 2028 subject to fulfillment of the following conditions:

(a) Borrower shall have delivered to Lender a written request for the extension not less than sixty (60) nor more than one hundred twenty (120) days prior to the then current Maturity Date;

(b) No Event of Default shall have occurred and be continuing;

(d) Lender shall have received prior to the effectiveness of the extension of the Maturity Date an updated Appraisal of the Property at Borrower’s cost reflecting the Loan Amount, as reduced pursuant to the next clause, is not more than fifty-five percent (55%) of the “as-is” value of the Property;

(e) The Loan Amount shall be reduced to $14,250,000.00 upon the effectiveness of the extension of the Maturity Date; and

(f) No later than the effectiveness of the extension of the Maturity Date, Borrower shall have entered into a Swap Agreement for at least fifty percent (50%) of the Loan Amount covering the period through and including the extended Maturity Date and containing such terms and conditions, and provided by a counterparty, acceptable to Lender in its reasonable discretion. If such Swap Agreement is not a Lender Swap Agreement, Borrower shall have its rights with respect to the Swap Agreement collaterally assigned to Lender in a form acceptable to Lender in its reasonable discretion.”

2.7

Borrower Right to Terminate. A new Section 2.15 is hereby added to the Loan Agreement as follows:

“2.15 Borrower Right to Terminate. Provided there is then no outstanding Principal Balance, Borrower may terminate this Agreement at any time effective upon not less than fifteen (15) calendar days’ prior written notice to Lender, which written notice shall set forth the effective date of the termination. Provided that Borrower has fully performed and indefeasibly paid in full all Obligations on or before the requested date of termination, excluding any unasserted contingent portion of the Obligations such as indemnification obligations, the Loan and the Loan Documents shall be considered terminated on the requested date of termination except for any portion of the Obligations and provisions of the Loan Documents which expressly survive termination, and Lender shall release and terminate its interest in all collateral securing the Loan. For avoidance of doubt, Borrower may not request an Advance from and after the date of the written notice of termination.”

2.8

Loan Disbursement. A new Section 4.1(g) is hereby added to the Loan Agreement as follows:

“(g) In no event shall the Principal Balance and the amount of the proposed Advance cause the Debt Service Coverage Ratio to be less than 1.35 to 1.00 as determined by Lender based on trailing twelve (12)-month NOI and Applied Debt Service.”

2.9

Project/Guarantor Accounts. Section 7.7 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“7.7 Borrower/Guarantor Accounts. Borrower and Guarantor shall establish and maintain their primary operating deposit and interest-bearing liquidity accounts, including Guarantor’s primary checking account, with the Lender (collectively, the “Lender Deposit Accounts”); provided that, any of the following shall not, under any circumstance, constitute a violation or breach of this Section: (a) Borrower or Guarantor maintaining or establishing ancillary accounts at other financial institutions or in the case of Borrower, accounts at other financial institutions for making deposits in situations where the Lender does not have a nearby physical location, and (b) the withdrawal from or use of funds in Lender Deposit Accounts by Borrower or Guarantor for any purpose (including, but not limited to (i) conducting its business operations, (ii) funding acquisitions, either directly or through joint ventures, and expansion projects, (iii) funding dividends, operating losses, stock buy-backs, executive or employee compensation, or other capital maneuvers, or (iv) as determined to be in the best interests of Guarantor’s stockholders pursuant to the good faith exercise of business judgment). For purposes of this Section 7.7, the term “primary” shall be defined as a majority of the cash and cash equivalents held by Guarantor and Borrower combined, excluding marketable securities.”

2.10

Limitations on Additional Indebtedness; Other Prohibited Transactions. Section 8.6 of the Loan Agreement is deleted in its entirety and replaced with the following:

“8.6 Limitations on Additional Indebtedness; Other Prohibited Transactions. Borrower will not create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly or contingently in respect to, any Indebtedness other than the following: (a) Indebtedness owed to the Lender, and its Affiliates, including the Obligations under this Agreement, (b) Indebtedness owed under any Swap Agreement; (b) Indebtedness listed in the current financial statements of Borrower and any rearrangements, extensions or refinancings thereof which do not increase the amount thereof; and (c) Indebtedness in the form of accounts payable to trade creditors for goods or services which are not aged more than ninety (90) days from the billing date and current operating liabilities (other than for borrowed money) including accrued expenses which are not more than ninety (90) days past due, in each case incurred in the ordinary course of business, as presently conducted, and paid within the specified time, unless contested in good faith and by appropriate proceedings.”

2.11

Loan Documents. Exhibit C to the Loan Agreement is hereby deleted in its entirety and replaced with Replacement Exhibit C to this Amendment.

2.12

Address. The notice address for all Loan Documents is hereby updated as follows:

To Lender: The Huntington National Bank

2655 Warrenville Road, Suite 100

Downers Grove, IL 60515

Attn: James Straka

With a copy to: Polsinelli PC

1401

Lawrence Street, Suite 2300

Denver, CO 80202

Attn: Michael Strand

To the Borrower: c/o Global Self Storage, Inc.

3814 Route 44

Millbrook, NY 12545

Attn: Mark C. Winmill

With a copy to: McCarter & English, LLP

825 Eighth Avenue

31st Floor

New York, NY 10019

Attn: Curtis B. Leitner and Howard M. Berkower

2.13

Events of Default. Section 10.1(u) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(u) The occurrence of a breach of the Debt Service Coverage Ratio requirements under Section 8.9, provided, however, that Borrower shall have a period of thirty (30) days after receiving notice of such breach from Lender to cure the breach by (i) agreeing to reduce the Loan Amount to an amount necessary to bring the Loan into compliance with the requirements of Section 8.9 hereof, which reduction shall be of no further force or effect upon Lender determining that the Debt Service Coverage Ratio is back in compliance with Section 8.9 based on a regular semi-annual determination, or (ii) depositing with Lender an amount that, if applied as a principal payment on the Loan, would bring the Loan into compliance with the requirements of Section 8.9 hereof, such deposit to be released by Lender after the next successful semi-annual test, or earlier, in Lender’s sole discretion, and until release such deposit shall serve as additional collateral for the Loan as described in Section 12.22; or”

NEW NOTE. Concurrently herewith, Borrower will execute a Second Amended and Restated Promissory Note payable to Lender in the amount of $15,000,000.00 (the “New

Note”). Any and all references in the Loan Documents to the “Note” shall be and mean the New Note.

NEW GUARANTY. Concurrently herewith, Guarantor will execute a Second Amended and Restated Guaranty of Payment for the benefit of Lender (the “New Guaranty”). Any and all references in the Loan Documents to the “Guaranty” shall be and mean the New Guaranty.

AMENDMENTS TO MORTGAGES. Concurrently herewith, Borrower will execute a first or second, as applicable, amendment to each of the Mortgages, modifying those instruments to secure Borrower’s obligations under the Loan Documents, as amended hereby (the “Amendments to the Mortgages”).

Conditions of effectiveness.

6.1

Notwithstanding its execution by all parties, the foregoing amendments shall become effective only upon satisfaction of all of the following “Conditions of Effectiveness”:

6.1.1

No Defaults. Borrower and Guarantor are in full compliance with all of their covenants and agreements under the Loan Documents, and there is no Default or Event of Default under the Loan Documents.

6.1.2

Modification Fee. Borrower shall have paid to Lender a modification and origination fee in the amount of $97,500.00.

6.1.3

Title Updates. Lender has obtained, at Borrower’s expense, such new title policy or modification, date down, or other endorsements to Lender’s existing Title Policy as Lender may require to insure the continued validity of each Mortgage and its first lien priority on the Property over all encumbrances other than the Permitted Encumbrances and other exceptions approved by Lender in writing. Borrower and Guarantor understand that the amendments set forth herein shall not be effective or binding upon Lender in any respect until the required policy or endorsements have been issued in a form satisfactory to Lender.

6.1.4

Certificates and Resolutions. Borrower and Guarantor shall have delivered to Lender certificates and resolutions executed by an appropriate representative certifying current organizational documents and authorizing the execution and delivery of the this Amendment, the New Note, the New Guaranty, the Amendments to the Mortgages and any and all documents necessary to effectuate this Amendment or otherwise required by Lender.

6.1.5

Good Standings. Borrower shall have delivered to Lender updated certificates of good standing for each Borrower and Guarantor from their respective states of formation and a certificate of good standing or existence for each Borrower from the state in which the Land owned by such Borrower is located.

6.1.6

Execution and Recording of Documents. Borrower and Guarantor, as applicable, have executed any and all documents necessary to effectuate this Amendment or otherwise reasonably required by Lender, including the Amendments to the Mortgages, the New Note, the New Guaranty, and such documents have been filed or recorded, where necessary.

6.1.7

Swap Agreement. Borrower shall have entered into a Swap Agreement for at least fifty percent (50%) of the Loan Amount covering the period through and including the Maturity Date and containing such terms and conditions, and provided by a counterparty, acceptable to Lender in its reasonable discretion. If such Swap Agreement is not a Lender Swap Agreement, Borrower shall have its rights with respect to the Swap Agreement collaterally assigned to Lender in a form acceptable to Lender in its reasonable discretion, which collateral assignment shall be considered one of the Loan Documents.

6.1.8

Environmental Questionnaires. Borrower shall have completed and submitted to Lender current environmental questionnaires with respect to the Property.

6.1.9

Appraisal. An “as is” Appraisal showing that the Loan Amount, as increased by this Amendment, does not exceed sixty percent (60%) of the “as-is” value of the Property.

6.1.10

Searches. Current Uniform Commercial Code, federal and state tax lien and judgment searches, pending suit and litigation searches and bankruptcy court filings searches covering the Borrower and Guarantor and disclosing no matters objectionable to Lender.

6.1.11

Additional Documents. Such other papers and documents regarding Borrower, Guarantor and the Property as Lender may reasonably require.

6.2

The Conditions of Effectiveness are intended solely for Lender’s benefit and may, at Lender’s election and in its sole discretion be enforced, fully or partially waived, or transformed into covenants of Borrower to be performed following effectiveness of the foregoing amendments upon Lender’s subsequent written notice and demand.

Lien Priority. The Property shall remain and continue in all respects subject to the Mortgage and nothing in this Amendment or done pursuant to this Amendment or the Amendments to the Mortgages shall affect or be construed to affect Lender’s first-lien priority with respect to the Property.

REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor hereby acknowledge, represent, warrant, and agree as follows:

8.1

The Recitals set forth above are true and accurate.

8.2

Borrower is the fee simple owner of the Land, and Lender has not assumed, and does not hereby assume, control of the Land.

8.3

To the actual knowledge of Borrower and Guarantor, there is no Default or Event of Default under the Loan Documents.

8.4

All necessary steps required by Lender have been taken to perfect Lender’s interest in the Property as security for the Loan, and the Mortgages are, and shall continue to be, a first and paramount lien against the Property securing Borrower’s obligations under the Loan Documents, as amended hereby and by any related documents executed by Borrower in connection

herewith. To the actual knowledge of Borrower and Guarantor, there are no liens, charges, or encumbrances against the Property that are now or may hereafter become prior to the Mortgages.

8.5

All information provided in Borrower’s most recent beneficial ownership certification is true, complete, and correct in all material respects as of the Effective Date.

8.6

All documents and other information requested by Lender from Borrower and Guarantor as a condition to entering into this Amendment are, to Borrower’s actual knowledge, true, complete, and accurate in all material respects.

8.7

The New Guaranty is and shall remain fully binding and enforceable in accordance with its terms as to Borrower’s obligations under the Loan, as amended hereby. Guarantor’s obligations under the New Guaranty are and shall continue to be entirely separate and independent from the obligations of Borrower under the Loan Documents.

8.8

Borrower and Guarantor acknowledge that Lender is relying on the warranties, representations, releases, and agreements of Borrower and Guarantor in this Amendment, and would not enter into this Amendment or agree to modify the Loan Documents without such warranties, representations, releases, and agreements.

RELEASE. Borrower and Guarantor agree that Lender has not breached any of its obligations under the Loan Documents, and Borrower and Guarantor have no claims against Lender, its predecessors, successors, assigns, or participants, or any of their officers, directors, agents, employees, and other affiliates (collectively, the “Released Parties”) for fraud, misrepresentation, lender misconduct, lender liability, breach of alleged fiduciary duty, or other tort or wrongdoing. Borrower and Guarantor hereby release and forever discharge the Released Parties of and from any and all claims, causes of action, rights of offset, and rights to damages that Borrower or Guarantor has or may have, or may be entitled to assert, against the Released Parties for any reason whatsoever by reason of any actions, events, or occurrences prior to the date of this Amendment, except for Borrower’s rights to enforce Lender’s further obligations under the Loan Documents, as amended hereby. The provisions, waivers, and releases set forth in this section are binding upon Borrower and Guarantor and their respective agents, employees, representatives, officers, directors, partners, members, joint venturers, affiliates, assigns, heirs, successors-in-interest and shareholders. Neither Borrower nor Guarantor have any claims, defenses, counterclaims, or rights of offset against any of the Released Parties arising out of or in any way connected with the Loan.

10.

Payment of Lender’s Expenses. In addition to Borrower’s payment of the modification fee set forth above, Borrower agrees to reimburse Lender for all reasonable out-of-pocket expenses incurred by Lender in connection with the drafting, negotiation, execution, and delivery of this Amendment and all related documents, including, without limitation, reasonable attorneys’ fees and costs incurred by Lender, premiums for any endorsements to Lender’s existing Title Policy, Appraisal fees, recording charges, escrow fees, and any other reasonable costs.

11.

Effect on Loan Documents. This Amendment shall be sufficient to serve as an amendment to all of the Loan Documents, as appropriate. This Amendment supersedes and shall control over any inconsistent provisions of the Loan Documents, or any previous

extensions or other amendments of the Loan Documents. Except as amended herein, the Loan Documents shall remain in full force and effect as written, and the provisions of the Loan Documents shall remain unaffected, unchanged, and unimpaired hereby.

12.

AUTHORIZATION/BINDing Effect. Each of Borrower and Guarantor warrants and represents that the execution and delivery of this Amendment by Borrower and Guarantor, respectively, was duly authorized by all individuals or entities whose authorization was required for this Amendment to be effective. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.

13.

Applicable Law. This Amendment shall be construed in all respects and enforced according to the laws of the State of Illinois, without regard to that state’s choice of law rules.

14.

WAIVER OF CONSEQUENTIAL DAMAGES. To the fullest extent permitted by applicable law, no Party shall assert, and each Party hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

15.

COUNTERPARTS. The parties may execute this Amendment in any number of counterparts, each of which shall be deemed an original instrument but all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Borrower, Guarantor and Lender have executed this Amendment as of the day and year first above written.

BORROWER:

SSG Millbrook LLC,

a New York limited liability company

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

SSG CLINTON LLC,

a New York limited liability company

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

SSG FISHERS LLC,

a Delaware limited liability company

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

SSG LIMA LLC,

a Delaware limited liability company

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

SSG West HENRIETTA LLC,

a Delaware limited liability company

By: /s/ Donald Klimoski II

(Signature Page to Second Amendment to Loan Documents)

Name: Donald Klimoski II

Title: General Counsel

GUARANTOR:

global self storage, inc.,

a Maryland corporation

By: /s/ Donald Klimoski II

Name: Donald Klimoski II

Title: General Counsel

(Signatures continue on the following page)

(Signature Page to Second Amendment to Loan Documents)

LENDER:

THE HUNTINGTON NATIONAL BANK,

successor by merger to TCF National Bank

By: /s/James Straka
James Straka, Vice President

(End of signatures)

(Signature Page to Second Amendment to Loan Documents)

REPLACEMENT EXHIBIT C

LOAN DOCUMENTS

[Intentionally Omitted]

Replacement Exhibit C

EXHIBIT 99.1

Global Self Storage Extends $15 Million Revolving Credit Facility

Millbrook, NY – July 11, 2024 – Global Self Storage, Inc. (NASDAQ: SELF), a real estate investment trust that owns, operates, manages, acquires, and redevelops self-storage properties, has extended its $15 million revolving credit facility with The Huntington National Bank for another three years with a one-year extension option available thereafter.

The revolving credit line bears interest on withdrawn funds at a rate equal to one-month SOFR plus 3.00%. It is secured by the company’s properties in Millbrook, NY; West Henrietta, NY; Lima, OH; Fishers, IN; and Clinton, CT.

“Our robust balance sheet enables us to pursue growth through self-storage property acquisitions, joint ventures, and expansion of our existing properties,” noted president and CEO of Global Self Storage, Mark C. Winmill. “We continue to explore opportunities in select regions across the U.S., particularly where we find supply growth is limited and competition from other professionally managed operators is generally less.

“We focus on opportunities where we can apply our professional management techniques to optimize occupancy, revenue generation, and NOI. Our strong track record of operational performance positions us well to execute our strategic business plan and continue to build value over the long term for our stockholders.”

Additional details of the revolving credit facility are available in the company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission at www.sec.gov on July 11, 2024.

Company Objective

The objective of the company is to increase value over time for the benefit of its stockholders. Toward this end, the company will continue to execute its strategic business plan, which includes funding acquisitions, either directly or through joint ventures, and expansion projects at its existing properties. The company's board of directors regularly reviews the strategic business plan, with emphasis on capital formation, debt versus equity ratios, dividend policy, use of capital and debt, FFO and AFFO performance, and optimal cash levels.

The management of Global Self Storage believes that the company's continued operational performance and capital resources position it well to continue to execute its strategic business plan.

About Global Self Storage

Global Self Storage is a self-administered and self-managed REIT that owns, operates, manages, acquires, and redevelops self-storage properties. The company’s self-storage properties are designed to offer affordable, easily accessible and secure storage space for residential and commercial customers. Through its wholly

owned subsidiaries, the company owns and/or manages 13 self-storage properties in Connecticut, Illinois, Indiana, New York, Ohio, Pennsylvania, South Carolina, and Oklahoma.

For more information, go to ir.globalselfstorage.us or visit the company’s customer site at www.globalselfstorage.us. You can also follow Global Self Storage on X, LinkedIn and Facebook.

Cautionary Note Regarding Forward Looking Statements

Certain information presented in this press release may contain “forward-looking statements” within the meaning of the federal securities laws including, but not limited to, the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements concerning the company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions, and other information that is not historical information. In some cases, forward looking statements can be identified by terminology such as “believes,” “plans,” “intends,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or the negative of such terms or other comparable terminology, or by discussions of strategy. All forward-looking statements by the company involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the company, which may cause the company’s actual results to be materially different from those expressed or implied by such statements. The company may also make additional forward looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by the company or on its behalf, are also expressly qualified by these cautionary statements. Investors should carefully consider the risks, uncertainties, and other factors, together with all of the other information included in the company’s filings with the Securities and Exchange Commission, and similar information. All forward-looking statements, including without limitation, the company’s examination of historical operating trends and estimates of future earnings, are based upon the company’s current expectations and various assumptions. The company’s expectations, beliefs and projections are expressed in good faith, but there can be no assurance that the company’s expectations, beliefs and projections will result or be achieved. All forward looking statements apply only as of the date made. The company undertakes no obligation to publicly update or revise forward looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events. The amount, nature, and/or frequency of dividends paid by the company may be changed at any time without notice.

Company Contact:

Thomas O’Malley

Chief Financial Officer

Global Self Storage

1 (212) 785-0900, ext. 267

tomalley@globalselfstorage.us

Investor Relations Contact:

Ron Both

CMA Investor Relations

Tel (949) 432-7566

Email Contact

Media Contact:

Tim Randall

CMA Media Relations

Tel (949) 432-7572

Email Contact

Document And Entity Information	Jul. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 06, 2024
Entity Registrant Name	GLOBAL SELF STORAGE, INC.
Entity Central Index Key	0001031235
Entity Emerging Growth Company	false
Entity File Number	001-12681
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	13-3926714
Entity Address, Address Line One	3814 Route 44
Entity Address, City or Town	Millbrook
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12545
City Area Code	(212)
Local Phone Number	785-0900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SELF
Security Exchange Name	NASDAQ

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