Note 11. Indebtedness

In this Note 11, references to we, us, our, or CWH refer to CWH and its consolidated subsidiaries other than SIR and its consolidated subsidiaries, unless noted otherwise.

At December 31, 2012 and 2011, our and SIR's outstanding indebtedness included the following:

	December 31,

	2012		2011
Unsecured revolving credit facility, due October 2015, at LIBOR plus a premium	$	297,000	$	100,000
Unsecured revolving credit facility, due March 2016, at LIBOR plus a premium		95,000		—
Unsecured term loan, due December 2012, at LIBOR plus a premium		—		57,000
Unsecured term loan, due December 2016, at LIBOR plus a premium		500,000		500,000
Unsecured term loan, due July 2017, at LIBOR plus a premium		350,000		—
Senior Notes, due 2012 at 6.95%		—		150,680
Senior Notes, due 2013 at 6.50%		—		190,980
Senior Notes, due 2014 at 5.75%		244,655		244,655
Senior Notes, due 2015 at 6.40%		186,000		186,000
Senior Notes, due 2015 at 5.75%		250,000		250,000
Senior Notes, due 2016 at 6.25%		400,000		400,000
Senior Notes, due 2017 at 6.25%		250,000		250,000
Senior Notes, due 2018 at 6.65%		250,000		250,000
Senior Notes, due 2019 at 7.50%		125,000		125,000
Senior Notes, due 2020 at 5.875%		250,000		250,000
Senior Notes, due 2042 at 5.75%		175,000		—
Mortgage Notes Payable, due 2012 at 7.31%		—		5,428
Mortgage Notes Payable, due 2012 at 6.0%		—		4,633
Mortgage Notes Payable, due 2014 at 4.95%		12,356		12,655
Mortgage Notes Payable, due 2015 at 5.99%		8,272		8,540
Mortgage Notes Payable, due 2015 at 5.78%		8,980		9,256
Mortgage Notes Payable, due 2016 at 5.235%		116,000		—
Mortgage Notes Payable, due 2016 at 5.689%		7,500		—
Mortgage Notes Payable, due 2016 at 5.76%		7,474		7,833
Mortgage Notes Payable, due 2016 at 6.03%		40,854		41,335
Mortgage Notes Payable, due 2016 at 6.29%		146,264		—
Mortgage Notes Payable, due 2016 at 7.36%		11,302		11,766
Mortgage Notes Payable, due 2017 at 5.67%		41,275		41,275
Mortgage Notes Payable, due 2017 at 5.68%		265,000		265,000
Mortgage Notes Payable, due 2017 at 5.95%		18,447		—
Mortgage Notes Payable, due 2019 at LIBOR plus a premium⁽¹⁾		174,870		175,000
Mortgage Notes Payable, due 2021 at 5.69%		28,793		—
Mortgage Notes Payable, due 2021 at 5.30%		40,185		—
Mortgage Notes Payable, due 2022 at 6.75%		3,759		4,042
Mortgage Notes Payable, due 2023 at 6.14%		12,650		13,530
Mortgage Notes Payable, due 2026 at 5.71%		7,637		8,012
Mortgage Notes Payable, due 2027 at 6.06%		—		12,924

		4,324,273		3,575,544
Unamortized net premiums and discounts		25,548		1,787

	$	4,349,821	$	3,577,331

⁽¹⁾: Interest on this loan is payable at a spread over LIBOR but has been fixed for the first seven years to 2016 by a cash flow hedge which sets the rate at approximately 5.66%.

CWH Prepayments and Repayments:

In January 2012, we prepaid at par all $150,680 of our 6.95% unsecured senior notes due 2012, and in July 2012, we prepaid at par all $190,980 of our 6.50% unsecured senior notes due 2013. Both of these prepayments were made using cash on hand and borrowings under our revolving credit facility. In addition, we repaid at maturity $5,404 of 7.31% mortgage debt in February 2012, we prepaid at par $12,720 of 6.06% mortgage debt in May 2012, and we repaid at maturity $4,507 of 6.00% mortgage debt in October 2012. These mortgage payments were made using cash on hand. In connection with the prepayment of debt, we recorded a combined loss on early extinguishment of debt totaling $1,895 from the write off of unamortized discounts and deferred financing fees.

CWH Mortgage Assumptions:

During 2012, we assumed the following mortgages in connection with our acquisition of certain properties:

•

In January 2012, we assumed a mortgage totaling $147,872, which was recorded at a fair value of $160,330. This mortgage bears interest at a rate of 6.29%, requires monthly principal and interest payments and matures in 2016.

•

In May 2012, we assumed a mortgage totaling $29,012, which was recorded at a fair value of $31,148. This mortgage bears interest at a rate of 5.69%, requires monthly principal and interest payments and matures in 2021.

•

In September 2012, we assumed a mortgage totaling $40,328, which was recorded at a fair value of $42,490. This mortgage bears interest at a rate of 5.30%, requires monthly principal and interest payments and matures in 2021.

•

In October 2012, we assumed a mortgage totaling $116,000, which was recorded at a fair value of $123,386. This mortgage bears interest at a rate of 5.235%, requires monthly interest payments and matures in 2016.

CWH Senior Notes Issued:

In July 2012, we issued $175,000 of unsecured senior notes in a public offering, raising net proceeds of approximately $169,000 after expenses. These notes bear interest at 5.75%, require quarterly interest payments and mature in August 2042. We used the net proceeds from these notes to redeem in August 2012 all 6,000,000 shares of our 7¹/8% series C preferred stock for par plus accrued and unpaid distributions (approximately $150,000), and used the excess proceeds to partially fund certain acquisitions.

CWH Unsecured Revolving Credit Facility and Unsecured Term Loan:

We have a $750,000 unsecured revolving credit facility that is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is October 19, 2015 and, subject to the payment of an extension fee and meeting certain other conditions, includes an option for us to extend the stated maturity date of our revolving credit facility by one year to October 19, 2016. In addition, our revolving credit facility includes a feature under which maximum borrowings may be increased to up to $1,500,000 in certain circumstances. Borrowings under our revolving credit facility bear interest at LIBOR plus a premium, which was 150 basis points as of December 31, 2012. We also pay a facility fee of 35 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2012, the interest rate payable on borrowings under our revolving credit facility was 1.7%, and the weighted average interest rate for borrowings under our revolving credit facility was 1.5% and 2.2% for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, we had $297,000 outstanding and $453,000 available under our revolving credit facility.

We also have a $500,000 unsecured term loan that matures in December 2016 and is prepayable without penalty at any time. That loan represents the remaining principal balance of our $557,000 term loan, of which, pursuant to the terms of an October 2011 amendment, $57,000 was repaid when due in December 2012. In addition, our term loan includes a feature under which maximum borrowings may be increased to up to $1,000,000 in certain circumstances. Our term loan bears interest at a rate of LIBOR plus a premium, which was 185 basis points as of December 31, 2012. The interest rate premium is subject to adjustment based upon changes to our credit ratings. As of December 31, 2012, the interest rate for the amount outstanding under our term loan was 2.1%, and the weighted average interest rate for the amount outstanding under our term loan was 1.8% and 2.1% for the years ended December 31, 2012 and 2011, respectively.

Our revolving credit facility agreement and our term loan agreement provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, including a change of control of us and the termination of our business management agreement with RMR.

SIR Unsecured Revolving Credit Facility and Unsecured Term Loan:

In March 2012, SIR entered into a $500,000 revolving credit facility that is available to SIR for general business purposes, including acquisitions. The maturity date of the SIR revolving credit facility is March 11, 2016 and, subject to the payment by SIR of an extension fee and SIR meeting certain other conditions, includes an option for SIR to extend the stated maturity date of the SIR revolving credit facility by one year to March 11, 2017. In February 2013, the available borrowing amount under the SIR revolving credit facility was increased from $500,000 to $750,000. Borrowings under the SIR revolving credit facility bear interest at LIBOR plus a premium, which was 130 basis points as of December 31, 2012. SIR also pays a facility fee of 30 basis points per annum on the total amount of lending commitments under the SIR revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to SIR's leverage or credit ratings. As of December 31, 2012, the interest rate payable on borrowings under the SIR revolving credit facility was 1.5%, and the weighted average interest rate for borrowings under the SIR revolving credit facility was 1.5% for the period from March 12, 2012 to December 31, 2012. As of December 31, 2012, SIR had $95,000 outstanding and $405,000 available under the SIR revolving credit facility.

In July 2012, SIR entered into a five year $350,000 unsecured term loan. The SIR term loan matures on July 11, 2017 and is prepayable without penalty at any time. In addition, the SIR term loan includes a feature under which maximum borrowings may be increased to up to $700,000 in certain circumstances. The SIR term loan bears interest at a rate of LIBOR plus a premium, which was 155 basis points as of December 31, 2012. The interest rate premium is subject to adjustment based upon changes to SIR's leverage or credit ratings. As of December 31, 2012, the interest rate for the amount outstanding under the SIR term loan was 1.8%, and the weighted average interest rate for the amount outstanding under the SIR term loan was 1.8% for the period from July 12, 2012 to December 31, 2012.

The SIR revolving credit facility agreement and the SIR term loan agreement provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, including a change of control of SIR and the termination of SIR's business management agreement with RMR.

SIR Mortgage Assumptions:

During 2012, SIR assumed the following mortgages in connection with its acquisition of certain properties:

•

In September 2012, SIR assumed a mortgage totaling $18,500, which was recorded at a fair value of $19,984. This mortgage bears interest at a rate of 5.95%, requires monthly principal and interest payments and matures in 2017.

•

In September 2012, SIR assumed a mortgage totaling $7,500, which was recorded at a fair value of $7,947. This mortgage bears interest at a rate of 5.689%, requires monthly interest payments and matures in 2016.

Our public debt indentures and related supplements, our revolving credit facility agreement and our term loan agreement contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to make distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth. The SIR revolving credit facility agreement and the SIR term loan agreement also contain a number of financial and other covenants, including covenants that restrict SIR's ability to incur indebtedness or to make distributions under certain circumstances and require SIR to maintain financial ratios and a minimum net worth. At December 31, 2012, we believe we and SIR, as applicable, were in compliance with all of our respective covenants under our public debt indentures, our revolving credit facility, our term loan, SIR's revolving credit facility and SIR's term loan agreements.

At December 31, 2012, 25 of our and SIR's properties costing $1,328,287 with an aggregate net book value of $1,194,799 were secured by mortgage notes totaling $984,827 (including net premiums and discounts) maturing from 2014 through 2026.

The required principal payments due during the next five years and thereafter under all of our and SIR's outstanding debt at December 31, 2012, are as follows:


2013	$	8,408
2014		265,411
2015		757,649
2016		1,319,736
2017		929,271
Thereafter		1,043,798

	$	4,324,273