Promissory Note from Extra Space Storage LLC



 Exhibit 10.19 
  
 PROMISSORY NOTE 
  

			
	 $10,000,000
	 	June 1, 2004

  
 FOR VALUE RECEIVED,
Extra Space Storage LLC a Delaware limited liability company with an address of 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 (the “Payor”), promises to pay to the order of STRATEGIC PERFORMANCE FUND-II, INC., a
Maryland corporation (together with any successor holder or holders of this Note, the “Payee”) at its office at c/o Prudential Real Estate Investors, 8 Campus Drive, Parsippany, New Jersey 07054, or such other place as the Payee may
designate, the principal sum of Ten Million Dollars ($10,000,000) or so much thereof as shall be advanced hereunder, together with interest thereon, as set forth in this Note. 
  
 Interest on the principal balance of this Note from time to time outstanding shall accrue from the date of this Note at an
annual rate of fifteen percent (15%), subject to the terms of this Note below. 
  
 Interest only shall be payable monthly in arrears on the first (1st) day of each
month beginning with the first day of June, 2004. Interest shall be computed on the basis of a three hundred and sixty (360) day year and shall be paid for the actual number of days on which principal advanced to Payor under this Note is
outstanding. 
  
 The entire outstanding principal balance of this
Note, together with any and all accrued and unpaid interest on the principal balance of this Note, shall be due and payable on the earlier of (i) two business days after the date on which Payor or its successor or parent entity following a
restructuring and/or recapitalization of Payor (to be conducted as and when determined by the Payor, in its sole discretion), shall have completed and received funds from the issuance of shares of its common stock in the firm commitment underwritten
initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) November 4, 2004 (such date being the “Maturity Date”). 
  
 In the event that any payment due hereunder is not paid when due or upon a
default under that certain Guaranty Agreement (the “Guaranty”) by Kenneth M. Woolley in favor of Payee of even date herewith (each such event a “Default”), and if such Default is not cured within 30 days following such Default,
Payee may, at its option, declare immediately due and payable the entire outstanding balance of principal and accrued interest under this Note. If this Note is so accelerated or any amounts due hereunder are not paid on the Maturity Date, all
amounts due hereunder shall, after such acceleration or the Maturity Date, as the case may be, bear interest at an annual rate equal to eighteen percent (18%), compounded monthly, until paid. 
  
 In addition, it shall be a “Default” under this Note if, at any
time, the sum of all of Payor’s Debt (as defined below) exceeds seventy-five percent (75%) of Payor’s Value (as defined below). “Payor’s Debt” means all indebtedness of Payor or indebtedness for which Payor may otherwise be
liable, excluding debt incurred in the ordinary course of business having a term of less than six (6) months, all as reasonably determined by Payee. “Payor’s Value” means the sum of the value of all assets of Payor, as reasonably
determined by Payee. Payor shall provide Payee with internally prepared financial statements of Payor certified by the chief 

  









 
financial officer of Payor within five (5) business days following request by Payee, which financial statements shall be in form satisfactory to Payee, and
which shall be accompanied by such information as is requested by Payee to determine compliance with the foregoing covenant. 
  
 This Note may be prepaid in whole or in part at the election of the Payor prior the Maturity Date without penalty or premium. 
  
 Any notice required or permitted to be delivered hereunder shall be in
writing and shall be deemed to be delivered on the earlier of (i) the date received, or (ii) the date of delivery, refusal, or nondelivery indicated on the return receipt, if deposited in a United States Postal Service depository, postage prepaid,
sent registered or certified mail, return receipt requested, addressed to the party to receive the same at the address of such party set forth in the first paragraph of this Note, or at such other address as may be designated in a notice delivered
or mailed as herein provided. 
  
 Payor agrees to pay all charges
(including, without limitation, reasonable attorneys’ fees and disbursements) of Payee in connection with the collection and/or enforcement of this Note or the Guaranty or in protecting or preserving any security for this Note, whether or not
suit is brought against Payor. 
  
 The failure of the Payee at any
time to exercise any option or right hereunder shall not constitute a waiver of the Payee’s right to exercise such option or right at any other time. The Payee shall have the right to transfer all or any portion of its interest in this Note to
any affiliate of Payee without the consent of Payor. All other right to transfer all or any portion of this Note shall require the written consent of Payor, which consent shall not be unreasonably withheld. 
  
 The Payor hereby waives presentment, demand, notice, protest and all other
suretyship defenses generally and agrees that (i) any renewal, extension or postponement of the time of payment or any other indulgence, (ii) any modification, supplement or alteration of any of the Payor’s obligations undertaken in connection
with this Note, or (iii) any addition or release of any person or entity primarily or secondarily liable, may be effected without notice to the Payor and without releasing the Payor from any liability hereunder. 
  
 This Note shall be governed by, construed, and enforced in accordance with
the laws of the State of Delaware. If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect. If the payment of any interest due
hereunder would subject the Payee to any penalty under applicable law, then the payments due hereunder shall be automatically reduced to what they would be at the highest rate authorized under applicable laws. 
  
 This Note shall have the effect of an instrument under seal. 
  
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 IN WITNESS WHEREOF, the undersigned has executed this Note as an instrument under seal as of the date
first above written. 
  

									
	 Witness:
	 	 	 	 Extra Space Storage LLC,
 a Delaware limited liability company

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title: