Amendment No. 5 to Note Purchase Agreement (2014) dated July 14, 2023 by and among Life Storage, Inc., Life Storage LP and the Obligors

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (2014)

This AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is dated as of July 14, 2023, by and among Life Storage, Inc., formerly known as Sovran Self Storage, Inc., a Maryland corporation (“LSI”) and Life Storage LP, a Delaware limited partnership, formerly known as Sovran Acquisition Limited Partnership, (“LSLP”, and together with LSI, the “Obligors”) and the holders of the Notes (as defined below) party hereto. Capitalized terms used but not defined herein have the meanings given to them in the Note Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Obligors issued $175,000,000 aggregate principal amount of their 4.533% Senior Guaranteed Notes, Series E, due April 8, 2024 (the “Notes”) pursuant to that certain Note Purchase Agreement dated as of April 8, 2014 among the Obligors, and each of the purchasers named on Schedule A thereto, as amended by that certain Amendment No. 1 to Note Purchase Agreement (2014) dated as of June 10, 2016, Amendment No. 2 to Note Purchase Agreement dated as of June 26, 2016, Amendment No. 3 to Note Purchase Agreement (2014) dated as of August 10, 2016 and Amendment No. 4 to Note Purchase Agreement (2014) dated as of October 13, 2017 (collectively, the “Note Purchase Agreement”);

WHEREAS, on April 2, 2023, the Obligors entered into an Agreement and Plan of Merger (as amended on May 18, 2023 and as further amended, modified or supplemented from time to time, the “Merger Agreement”) with Extra Space Storage Inc., a Maryland corporation (“Extra Space”), Extra Space Storage LP, a Delaware limited partnership (“Extra Space OP”), Eros Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Extra Space (“Extra Space Merger Sub”), and Eros OP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Extra Space OP (“Extra Space OP Merger Sub”);

WHEREAS, the Merger Agreement provides for, subject to the terms and conditions thereof, among others, (i) a merger of Extra Space Merger Sub with and into LSI, with LSI continuing as the surviving entity and a wholly owned subsidiary of Extra Space (the “Company Merger”) and (ii) a merger of Extra Space OP Merger Sub with and into LSLP, with LSLP continuing as the surviving entity and a wholly owned indirect subsidiary of Extra Space OP (together with the Company Merger, the “Extra Space Mergers”);

WHEREAS, in connection with the Extra Space Mergers, the Obligors have requested the consent of the holders of the Notes to amend certain provisions of the Note Purchase Agreement on the terms and conditions contained herein effective on the Amendment Effective Date (as hereinafter defined);

WHEREAS, in accordance with Section 17.1 of the Note Purchase Agreement, any amendment to the Note Purchase Agreement to (A) change the time of any prepayment or payment of principal of, or change the time of payment of the Make-Whole Amount on, the Notes, or (B) amend Section 8 (including the amendments pursuant to Section 2 hereof) requires the written consent of the Obligors and all of the holders of the Notes at the time outstanding affected thereby; and

WHEREAS, the Obligors and the holders of the Notes party hereto desire to amend certain provisions of the Note Purchase Agreement on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Incorporation of Recitals. The above Recitals are hereby confirmed by the parties hereto and incorporated into this Amendment in their entirety.

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Section 2. Amendments to Note Purchase Agreement. Upon the Amendment Effective Date, the Note Purchase Agreement shall be amended as follows:

Section 8.2. Optional Prepayments. The Obligors may, at their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus, in the event of prepayment prior to the 90 day period ending on the final scheduled maturity date of the Notes, the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Obligors will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment; provided that, solely with respect to any optional prepayment in full of all Notes under this Section 8.2 in connection with the consummation of the Extra Space Mergers, such written notice (an “Extra Space Mergers Prepayment Notice”) (x) may be provided to holders at any time prior to the Business Day prior to the date fixed for such prepayment, (y) may be conditional on the consummation of the Extra Space Mergers, and (z) shall be deemed to satisfy all of the obligations of the Obligors under Section 8.3 (Prepayment of Notes Upon Change of Control) hereunder with respect to delivery of a notice of a Change of Control and offer to prepay the Notes arising in connection with the Extra Space Mergers. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. If the Obligors deliver an Extra Space Mergers Prepayment Notice that is conditional upon the consummation of the Extra Space Mergers, the Extra Space Mergers Prepayment Notice shall state that, in the Obligors’ discretion, the prepayment date may be delayed until such time as such condition shall be satisfied, or such prepayment may not occur and such notice may be modified or rescinded in the event that such condition shall not have been satisfied by the prepayment date, or by the prepayment date so delayed. Two Business Days prior to such prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date; provided that if such certificate is delivered pursuant to an Extra Space Mergers Prepayment Notice, such certificate need only be provided to each holder of Notes one Business Day prior to the specified prepayment date and may be conditional on the consummation of the Extra Space Mergers. Any notices, certificates or other information that are required to be delivered by the Obligors pursuant to this Section 8.2 may be delivered to each holder of a Note by e-mail or by any other electronic means, and shall be deemed to have been given at the time such notice, certificate or other information was first sent by the Obligors; provided that for informational purposes only, the Obligors shall on the same day send a confirming copy of such notice, certificate or other information by a recognized overnight delivery service (charges prepaid).

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(f) Deemed Change in Control Offer. A notice delivered by the Obligors pursuant to the second sentence of Section 8.2 in connection with the consummation of the Extra Space Mergers shall be deemed to satisfy all of the obligations of the Obligors under this Section 8.3 with respect to delivery of a notice of a Change of Control and offer to prepay the Notes arising in connection with the Extra Space Mergers.

“Except as provided in Section 7.4 and Section 8.2, all notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by a recognized overnight delivery service (with charges prepaid).”

“Except as provided in Section 8.2, notices under this Section 18 will be deemed given only when actually received.”

“Extra Space Mergers” shall mean the mergers of (i) Eros Merger Sub, LLC with and into LSI, with LSI continuing as the surviving entity and a wholly owned subsidiary of Extra Space Storage Inc., and (ii) Eros OP Merger Sub, LLC with and into LSLP, with LSLP continuing as the surviving entity and a wholly owned indirect subsidiary of Extra Space Storage LP.

Section 3. Optional Prepayment in Relation to Extra Space Mergers.

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Section 4. [Reserved].

Section 5. Conditions Precedent to Effectiveness.

Section 6. Ratification. Except as specifically set forth in this Amendment, the terms of the Note Purchase Agreement, as amended hereby, shall remain in full force and effect and are hereby ratified and affirmed, in their entirety.

Section 7. Representation of Authority. By execution and delivery of this Amendment, each party hereby represents and warrants to the other parties that the person executing this Amendment for such party is duly authorized to execute this Amendment on behalf of such party.

Section 8. Representations and Warranties of the Obligors. To induce the holders of the Notes party hereto to execute and deliver this Amendment, each of the Obligors represents and warrants to the holders of the Notes that on the date hereof:

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Section 9. Representations of the Holders of the Notes. Each holder represents and warrants to the Obligors that it or its nominee is the registered holder of the aggregate principal amount of Notes set forth opposite such holder’s name on Schedule A to this Amendment, and that it has full power and authority to execute and deliver this Amendment with respect to the Notes set forth opposite such holder’s name on Schedule A to this Amendment.

Section 10. Fees of Counsel. The Obligors shall pay the reasonable fees and disbursements of Greenberg Traurig, LLP, as special counsel for the holders of the Notes, relating to the transactions contemplated by this Amendment, as set forth in a statement delivered to the Obligors.

Section 11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 12. Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require or permit the application of the laws of a jurisdiction other than such State.

Section 13. Electronic Delivery. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be effective as delivery of a manually executed counterpart of this Amendment which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 14. Severability. In the event that any provision in this Amendment shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, which shall remain in full force and effect.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date hereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page—Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page—Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page—Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

This Amendment is hereby accepted and agreed to as of the date thereof.

[Signature Page - Amendment No. 5 to Note Purchase Agreement (2014 Notes)]

Schedule A – List of Purchasers