Revolving Line of Credit and Senior Notes Payable

12 Months Ended

Dec. 31, 2013

Senior Notes [Member]

Revolving Line of Credit and Senior Notes Payable

12. Senior Notes Payable

In August 2012 the Trust issued a total $86,250,000 of its 7.75% Senior Notes due August 2022 (the “Senior Notes”) at an issue price of 100% of par value. The Trust received net proceeds of approximately $83,228,000, after deducting the underwriting discounts, commissions and offering expenses of $3,022,000.

The Senior Notes mature on August 15, 2022 and bear interest at the rate of 7.75% per year, payable quarterly in arrears commencing November 15, 2012. The Trust may redeem the Senior Notes, in whole or in part, at any time or from time to time on or after August 15, 2015 at a redemption price in cash equal to 100% of the principal amount redeemed plus accrued and unpaid interest.

The Senior Notes rank senior to all of the Trust’s future indebtedness that by its terms is expressly subordinate to the Senior Notes; except as discussed below, pari passu to all of the existing and future liabilities of the Trust’s subsidiaries, including the Operating Partnership. However, the Senior Notes will have priority with respect to a security interest in a promissory note issued by the Operating Partnership with a principal balance equal to the outstanding balance of the Senior Notes, which will be pari passu with all existing and future unsecured senior indebtedness of the Operating Partnership.

The indenture relating to the Senior Notes contains certain restrictions and requirements, including a consolidated leverage ratio of 60%, covenants to preserve corporate existence and comply with laws, and default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, and non-performance of covenants. At December 31, 2013 and 2012, the Trust was in compliance with all restrictions and requirements.

The following table summarizes future principal repayments of mortgage loans payable, senior notes payable, notes payable and secured financings (not including fair market value adjustments) as of December 31, 2013 (in thousands):

Year	Amount
2014	$	40,898
2015		32,070
2016		312,240
2017		63,646
2018		10,416
Thereafter		99,845
	$	559,115

Revolving Credit Facility [Member]

Revolving Line of Credit and Senior Notes Payable

11. Revolving Line of Credit

The Trust has a revolving line of credit in the principal amount of $50,000,000 which bears interest at LIBOR plus 3% and has a maturity date of March 3, 2014 with a one year option to extend the maturity date to March 3, 2015. The Trust has elected not to exercise its option to extend. The Trust must comply with financial covenants on an ongoing basis. The covenants are tested as of the end of each quarter based upon results for the most recently ended quarter. The Trust was in compliance with its financial covenants under its revolving line of credit as of December 31, 2013 and 2012.

The revolving credit line is recourse and as such is effectively collateralized by all of the Trust’s assets. The Trust has directly pledged certain unencumbered consolidated operating properties and loans receivable as the borrowing base for the revolving line of credit. The revolving credit line requires monthly payments of interest only. To the extent that the amounts outstanding under the facility are in excess of the borrowing base (as calculated), the Trust is required to make a principal payment to reduce such excess. The Trust may prepay from time to time without premium or penalty and re-borrow amounts prepaid.

The outstanding balance under the facility was $0 at December 31, 2013 and 2012. The Trust is required to pay a commitment fee on the unused portion of the line, which amounted to approximately $175,000 and $150,000 for years ended December 31, 2013 and 2012, respectively.