Borrowing Arrangements

Mortgage Notes Payable

As of December 31, 2018 and 2017, we had outstanding mortgage indebtedness on Properties of approximately $2,149.7 million and $1,971.7 million, respectively, excluding liabilities classified as held for sale and net of deferred financing costs. The weighted average interest rates including the impact of premium/discount and deferred loan cost amortization were 4.7% and 4.8% per annum, for the years ended December 31, 2018 and 2017, respectively. The secured debt bears interest rates of 3.5% to 8.9% per annum and matures on various dates ranging from 2020 to 2041. The debt encumbered a total of 118 Properties, excluding held for sale Properties, as of December 31, 2018 and 120 Properties as of December 31, 2017, and the carrying values of such Properties were approximately $2,489.8 million and $2,323.1 million for December 31, 2018 and 2017, respectively.

2018 Activity

We entered into two secured credit facilities with gross proceeds of $357.8 million, with a weighted average maturity of 14.8 years and a weighted average interest rate of 4.23%. We also closed on one loan secured by two RV communities for gross proceeds of $64.0 million. The loan has a term of 20 years and carries an interest rate of 4.83% per annum. Additionally, in connection with the Serendipity acquisition, we assumed $9.2 million of debt and obtained $8.8 million of additional financing for a total of $18.0 million, secured by the MH community. The debt carries a weighted average interest rate of 4.75% and matures in 2039.

We also repaid $196.8 million of principal on 16 mortgage loans (15 due to mature in 2019 and one maturing in 2018) incurring $1.9 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 6.29% per annum and were secured by 15 MH and one RV communities.

2017 Activity

We entered into a $204.4 million secured credit facility with Fannie Mae, maturing in 20 years and bearing a 3.97% interest rate. The facility is secured by five MH communities. We also closed on three loans with total gross proceeds of $146.0 million. These loans have a term of 20 years, carry an interest rate of 4.07% per annum and are each secured by a MH community. Additionally, in connection with the Paradise Park Largo acquisition, we assumed $5.9 million of debt secured by the MH community, with an interest rate of 4.60% per annum, which is set to mature in 2040.

We also repaid $227.5 million of principal on 15 mortgage loans (13 due to mature in 2018 and two maturing in 2017) incurring $2.7 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.93% per annum and were secured by 13 MH and two RV communities.

2016 Activity

We closed on six loans with total gross proceeds of approximately $88.1 million. These loans have a weighted average maturity of 23 years, carry a weighted average interest rate of 4.01% per annum and are secured by four MH and two RV communities. Additionally, in connection with the Forest Lake Estates acquisition, we assumed $22.6 million of debt secured by the MH community, with an interest rate of 4.51% per annum, which is set to mature in 2038.

We also paid off five maturing loans of approximately $41.8 million in principal. These mortgage loans had a weighted average interest rate of 5.85% per annum and were secured by three MH and two RV communities.

Second Amended and Restated Unsecured Credit Facility

During the year ended December 31, 2017, we entered into a Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as the administrative agent, and other lenders named therein, which amended and restated the terms of the obligations owed by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014, pursuant to which we have access to a $400.0 million unsecured line of credit (the “LOC”) and entered into a $200.0 million senior unsecured term loan (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six-month increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55% and requires an annual facility fee of 0.15% to 0.35%. The spread over LIBOR varies quarterly based on leverage measured throughout the loan term. In 2017, we incurred commitment and arrangement fees of approximately $3.7 million to extend the LOC and enter into the Term Loan.

Unsecured Line of Credit

The LOC has no outstanding balance at December 31, 2018 and had $30.0 million outstanding as of December 31, 2017.

Term Loan

As of December 31, 2018, our $200.0 million unsecured Term Loan matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% to 1.90% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty. The spread over LIBOR varies quarterly based on leverage measured throughout the loan term. The Term Loan contains customary representations, warranties, and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, as amended under the Second Amended and Restated Credit Agreement, we also entered into a three-year LIBOR Swap Agreement (the "2017 Swap") allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan. See Note 9 Derivative Instruments and Hedging Activities for further discussion.

Future Maturities of Debt

Debt is classified as held for sale if the Properties collateralizing it are held for sale. Debt associated with assets held for sale is classified in the table below based on its contractual maturity although the balances are expected to be repaid immediately upon the sale of the related Properties. Aggregate annual principal payments on long-term borrowings for the next five years and thereafter are as follows:



(amounts in thousands)	Held for Sale			Held for Use			Total
2019	$	157		$	54,848		$	55,005
2020	163			168,697			168,860
2021	10,881			218,337			229,218
2022	—			179,910			179,910
2023	—			341,561			341,561
Thereafter	—			1,410,368			1,410,368
Net unamortized premiums	—			994			994
Unamortized deferred financing costs	(26		)	(26,363		)	(26,389		)
Total	$	11,175		$	2,348,352		$	2,359,527

As of December 31, 2018, we were in compliance in all material respects with the covenants in our borrowing arrangements.