Notes Payable and Unsecured Credit Facilities

The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 21.0% of the secured debt of the Operating Partnership. The Company’s debt outstanding as of December 31, 2013 and 2012 consists of the following (in thousands):



		2013	2012
Notes payable:
Fixed rate mortgage loans	$	444,245	461,914
Variable rate mortgage loans ⁽¹⁾		37,100	12,041
Fixed rate unsecured loans		1,298,352	1,297,936
Total notes payable		1,779,697	1,771,891
Unsecured credit facilities:
Line		—	70,000
Term Loan		75,000	100,000
Total unsecured credit facilities		75,000	170,000
Total debt outstanding	$	1,854,697	1,941,891

⁽¹⁾ Interest rate swaps are in place to fix the interest rates on these variable rate mortgage loans. See note 9.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public debt. Mortgage loans may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest or interest only, whereas, interest on unsecured public debt is payable semi-annually.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2013, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

As of December 31, 2013, the key terms of the Company's fixed rate notes payable are as follows:



		Fixed Interest Rates
	Maturing Through	Minimum	Maximum	Weighted Average
Secured mortgage loans	2028	3.30%	8.40%	6.12%
Unsecured public debt	2021	4.80%	6.00%	5.41%

As of December 31, 2013, the Company had two variable rate mortgage loans, each of which have an interest rate swap effectively fixing their interest rates through the maturity of the loan (as discussed in note 9), with key terms as follows ($ in thousands):

Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the "Line") and an unsecured term loan commitment (the "Term Loan") under separate credit agreements, both with Wells Fargo Bank and a syndicate of other banks.

The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements, such as Minimum Tangible Net Worth, Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2013, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loan.

As of December 31, 2013, the key terms of the Line and Term Loan are as follows (dollars in thousands):

Total Capacity

Remaining Capacity

Maturity

Variable Interest Rate

Facility Fee

Line

800,000

⁽¹⁾

780,686

⁽²⁾

9/4/2016

⁽³⁾

LIBOR plus 117.5 basis points

22.5 basis points

⁽⁴⁾

Term Loan

75,000

⁽⁵⁾

—

12/15/2016

LIBOR plus 145 basis points

⁽⁶⁾

—

⁽¹⁾ The Company has the ability to increase the Line through an accordion feature to $1.0 billion.

⁽²⁾ Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit.

⁽³⁾Maturity is subject to a one-year extension at the Company's option.

⁽⁴⁾The facility fee is subject to an adjustment based on the higher of the Company's corporate credit ratings from Moody's and S&P.

⁽⁵⁾The Company has the ability to increase the Term Loan up to an additional $150.0 million, subject to the provisions of the Term Loan Agreement.

⁽⁶⁾ Interest rate is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB.

As of December 31, 2013, scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows (in thousands):



Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments	Mortgage Loan Maturities	Unsecured Maturities ⁽¹⁾		Total
2014	$	7,094	15,538	150,000		172,632
2015		5,747	62,435	350,000		418,182
2016		5,487	21,661	75,000		102,148
2017		4,881	84,812	400,000		489,693
2018		4,156	57,358	—		61,514
Beyond 5 Years		17,005	190,298	400,000		607,303
Unamortized debt premiums (discounts), net		—	4,873	(1,648	)	3,225
Total notes payable	$	44,370	436,975	1,373,352		1,854,697

⁽¹⁾ Includes unsecured public debt and unsecured credit facilities.

Variable Interest Rate

LIBOR plus 160 basis points

LIBOR plus 150 basis points