A summary of outstanding indebtedness as of June 30, 2020, and December 31, 2019, is as follows (in thousands):

(1)

Borrowings under the revolving credit facility bear interest at a variable rate per annum equal to either (i) LIBOR plus 125 basis points to 185 basis points, or (ii) a base rate plus 25 basis points to 85 basis points, each depending on our Operating Partnership’s leverage ratio. At June 30, 2020, our Operating Partnership’s leverage ratio was 31.1% and the interest rate was LIBOR plus 125 basis points.

(2)

Our Operating Partnership has in place swap agreements with respect to the term loans noted above, and previously had a forward starting swap agreement in place with respect to the 2026 senior unsecured notes. The interest rates presented represent the effective interest rates as of June 30, 2020, and December 31, 2019, including the impact of the interest rate swaps, which effectively fix the interest rate on a portion of our variable rate debt. See Note 8 – Derivatives and Hedging Activities.

(3)

Borrowings under the senior unsecured term loans bear interest at a variable rate per annum equal to either (i) LIBOR plus 120 basis points to 180 basis points, or (ii) a base rate plus 20 basis points to 80 basis points, each depending on our Operating Partnership’s leverage ratio. At June 30, 2020, our Operating Partnership’s leverage ratio was 31.1% and the interest rate was LIBOR plus 120 basis points.

Revolving Credit Facility

On November 8, 2019, our Operating Partnership and certain subsidiary co-borrowers entered into the Fifth Amended and Restated Credit Agreement (as amended and restated, the “Amended and Restated Credit Agreement”), consisting of a $450 million revolving credit facility, a $150 million senior unsecured term loan scheduled to mature on April 19, 2024, and a $350 million senior unsecured term loan scheduled to mature on April 1, 2025. The total amount available for borrowing under the revolving credit facility, is equal to the lesser of $450.0 million or the availability calculated based on our unencumbered asset pool. As of June 30, 2020, the borrowing capacity was $450.0 million. As of June 30, 2020, $99.0 million was borrowed and outstanding, $6.1 million was outstanding under letters of credit, and therefore $344.9 million remained available for us to borrow under the revolving credit facility.

Our ability to borrow under the Amended and Restated Credit Agreement is subject to ongoing compliance with a number of financial covenants and other customary restrictive covenants, including, among others:

●	a maximum leverage ratio (defined as total consolidated indebtedness to total gross asset value) of 60%, which, as of June 30, 2020, was 31.1%

●	a maximum secured debt ratio (defined as total consolidated secured debt to total gross asset value) of 40%, which, as of June 30, 2020, was 0.0%

●	a minimum fixed charge coverage ratio (defined as adjusted consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.5 to 1.0, which, as of June 30, 2020, was 6.5 to 1.0.

2027 Senior Unsecured Notes

On May 6, 2020, our Operating Partnership agreed to issue an aggregate principal amount of $150 million, 3.75% Series C senior unsecured notes due May 6, 2027 (the “2027 Notes”), in a private placement to certain accredited investors. An aggregate principal amount of $100 million of the 2027 Notes was issued on May 6, 2020. The remaining $50 million was issued on July 14, 2020. The terms of the 2027 Notes are governed by a note purchase agreement, dated May 6, 2020 (the “2027 Note Purchase Agreement”), by and among our Operating Partnership, the Company and the purchasers of the 2027 Notes.

Interest is payable semiannually based on a fixed rate, on the 15^th day of June and December of each year, commencing on December 15, 2020. The 2027 Notes are unsecured obligations of the Operating Partnership and are jointly and severally guaranteed by the Company and each of the Subsidiary Guarantors.

Our Operating Partnership may prepay all or a portion of the 2027 Notes upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium as set forth in the 2027 Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the 2027 Notes would have the right to require that the Operating Partnership purchase 100% of such holders’ 2027 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

The 2027 Notes ranks pari passu with the each of the senior term loans, each of the senior notes, and the Amended and Restated Credit Agreement and contains the same financial covenants and other customary restrictive covenants as those debt instruments.

Debt Covenants

All of the Company’s debt instruments contain certain financial covenants and other customary restrictive covenants, including limitations on transactions with affiliates, merger, consolidation, and sales of assets, liens and subsidiary indebtedness. The Company’s financial covenants include maximum consolidated total unsecured indebtedness to unencumbered asset pool availability, minimum consolidate tangible net worth, a maximum ratio of consolidated total indebtedness to gross asset value, a minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges, and a maximum ratio of secured indebtedness to gross asset value. As of June 30, 2020, we were in compliance with all of the financial covenants.

For further information on the Company’s debt instruments, see Note 8 – Debt to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 7, 2020.

Debt Maturities

The following table summarizes when our debt currently becomes due as of June 30, 2020, adjusted for the $50 million July 2020 debt funding discussed on the previous page, and the subsequent repayment of outstanding amounts on the revolving credit facility (in thousands):


Year Ending December 31,
2020	$	—
2021		—
2022		200,000
2023		199,000
2024		325,000
Thereafter		900,000
Total principal outstanding		1,624,000
Unamortized deferred financing costs		(8,759)
Total debt, net	$	1,615,241