Item 1.01 Entry into a Material Definitive Agreement.

On August 9, 2022 the Operating Partnership entered into the First Amended and Restated Revolving Credit Agreement (the "Restated Credit Agreement"), by and among the Operating Partnership, as borrower, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint bookrunners, Wells Fargo Securities, LLC, PNC Capital Markets LLC, U.S. Bank National Association, Truist Securities, Inc. and TD Bank, N.A., as joint lead arrangers, PNC Bank, National Association, as syndication agent, U.S. Bank National Association, Truist Bank and TD Bank, N.A., as documentation agents, and the lender parties thereto. The Restated Credit Agreement amends and restates the Operating Partnership's Revolving Credit Agreement entered into on January 15, 2015, as subsequently amended. The Restated Credit Agreement increases the available amount under the Operating Partnership's revolving credit facility (the "Revolving Credit Facility") from $600 million to $800 million, extends the term from January 29, 2024 to February 9, 2027 with two 6-month extension options, adjusts the applicable interest rates, and makes certain other modifications. The Revolving Credit Facility also contains an accordion feature, which allows the Operating Partnership to increase the total amount of unsecured indebtedness under the Revolving Credit Facility to $1.0 billion. Borrowings under the Revolving Credit Facility may be used to finance pre-development costs, development costs, acquisitions, working capital, equity investments, debt investments, capital expenditures and repayment of indebtedness, to pay fees and expenses incurred in connection with the Restated Credit Agreement and for other general corporate purposes. No amounts are currently drawn on the facility.

The Restated Credit Agreement includes a series of financial and other covenants that the Operating Partnership must comply with, including that the percentage of "Total Outstanding Indebtedness" to "Capitalization Value," which is based on a 6.25% capitalization rate, each measured as of the last day of the most recently ended fiscal quarter, may not exceed 60% (or 65% for up to four consecutive fiscal quarters following any material acquisition); the ratio of "Combined EBITDA" to "Fixed Charges," each measured as of the last day of the most recently ended fiscal quarter, may not be less than 1.50 to 1.00; the ratio of "Unencumbered Combined EBITDA" to "Unsecured Interest Expense," each measured as of the last day of the most recently ended fiscal quarter, may not be less than 1.50 to 1.00? the percentage of "Unsecured Indebtedness" to "Capitalization Value of Unencumbered Assets," each measured as of the last day of the most recently ended fiscal quarter, may not exceed 60% (or 65% for up to four consecutive fiscal quarters following any material acquisition); and the ratio of "Secured Indebtedness" to "Capitalization Value," each measured as of the last day of the most recently ended fiscal quarter, may not exceed sixty percent (60%). The Restated Credit Agreement also contains standard representations and warranties and other covenants.

Obligations under the Restated Credit Agreement are senior unsecured obligations of the Operating Partnership and may be guaranteed by certain subsidiaries of the Operating Partnership, but the Company will not guarantee or be liable for amounts due under the Restated Credit Agreement.

The Operating Partnership is not required to repay any loans under the Revolving Credit Facility prior to maturity. The Operating Partnership may prepay all or any portion of the loans under the Revolving Credit Facility prior to maturity without premium or penalty, subject to reimbursement of certain costs of the lenders, and may reborrow loans that it has repaid. The Revolving Credit Facility includes usual and customary events of default for facilities of this nature (with applicable customary grace periods) and provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the credit facility may be accelerated and the lenders' commitments may be terminated.

The Restated Credit Agreement interest rate provisions transitioned from the London Interbank Offering Rate to the Secured Overnight Financing Rate ("SOFR") on the effective date of the Restated Credit Agreement. The interest rates per annum applicable to loans under the Revolving Credit Facility are, at the Operating Partnership's option, equal to either a SOFR-based rate or a base rate plus an applicable margin. The margin is based on the Operating Partnership's ratio of total outstanding indebtedness to capitalization value (the "leverage ratio"), or, if the Operating Partnership meets the requirements pursuant to the Restated Credit Agreement and so elects, on the credit rating assigned to the Operating Partnership, and ranges from (i) 1.05% to 1.50% per annum based on the leverage ratio for SOFR loans and (ii) 0.05% to 0.50% per annum based on the leverage ratio for base rate loans. The current applicable margin is 1.10% for SOFR loans and 0.10% for base rate loans, based on the leverage ratio. In addition, the Restated Credit Agreement requires the payment of a facility fee, equal to 0.15% to 0.30%, on the $800 million committed capacity in respect of the Revolving Credit Facility, without regard to usage. The current facility fee rate is 0.15%, based on the Operating Partnership's leverage ratio.

The Restated Credit Agreement provides that the applicable margins thereunder may be adjusted upwards or downwards, up to 0.02%, as a result of certain environmental, social and governance targets.

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Certain of the banks and financial institutions that are parties to the Restated Credit Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Borrowers and their affiliates in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing summary of the Restated Credit Agreement does not constitute a complete description of, and is qualified in its entirety by reference to, the terms of the Restated Credit Agreement, which will be filed as an exhibit to the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 above is incorporated by reference herein into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 9, 2022, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.




Item 9.01.  Financial Statements and Exhibits.
(d)   Exhibits


  99.1                      Press Release dated August 9, 2022
104                       Cover Page Interactive Data File (the cover page tags are embedded
                          within the Inline XBRL document)


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