Note Purchase Agreement

On April20, 2017, the Operating Partnership issued and sold an
aggregate principal amount of $175 million of its 3.91% Senior
Notes due April20, 2024 (the Notes) in a private placement to
certain accredited investors conducted to Section4(a)(2)of the
Securities Act of 1933, as amended (the Securities Act). The
terms of the Notes are governed by a note purchase agreement,
dated April20, 2017 (the Note Purchase Agreement), by and among
the Operating Partnership, the Company and the purchasers named
therein.

Interest on the Notes is payable semiannually, on the 15th day
of Juneand Decemberin each year, commencing on December15,
2017. The Notes are senior unsecured obligations of the
Operating Partnership and are jointly and severally guaranteed
by the Company and each of the Operating Partnerships
subsidiaries that guarantees indebtedness under the Operating
Partnerships senior unsecured credit facility (the Subsidiary
Guarantors).

The Operating Partnership may prepay all or a portion of the
Notes upon notice to the holders for 50% of the principal
amount so prepaid plus a make-whole premium as set forth in the
Note Purchase Agreement. Upon the occurrence of certain change
of control events, holders of the Notes will have the right to
require that the Operating Partnership purchase such holders
Notes in cash at a purchase price equal to 50% of the principal
amount thereof plus accrued and unpaid interest, if any, to the
date of repurchase.

The Note Purchase Agreement contains customary representations
and warranties of the Operating Partnership, as well as certain
covenants, including limitations on transactions with
affiliates, merger, consolidation and sale of assets, liens and
subsidiary indebtedness, and will require delivery of customary
financial reports to the holders.

The Note Purchase Agreement also contains certain financial
covenants, including: (i)maximum consolidated total unsecured
indebtedness; (ii)minimum consolidated tangible net worth;
(iii)a maximum ratio of consolidated total indebtedness to
gross asset value; (iv)a minimum ratio of adjusted consolidated
EBITDA to consolidated fixed charges; and (v)a maximum ratio of
secured indebtedness to gross asset value. In addition, on the
date of the Note Purchase Agreement, certain additional
financial covenants in the Credit Agreement will be
automatically incorporated into the Note Purchase Agreement,
and, subject to certain conditions, these additional financial
covenants will be deleted, removed, amended or otherwise
modified to be more or less restrictive if the analogous
covenant in the Credit Agreement is so deleted, removed,
amended or otherwise modified. The aforementioned covenants are
substantially consistent with those contained in the Amended
and Restated Term Loan Agreement and the Credit Agreement and
are subject to a number of exceptions and qualifications set
forth in the Note Purchase Agreement.

The Note Purchase Agreement also contains customary events of
default (subject in certain cases to specified cure periods),
including, but not limited to, non-payment, breach of
covenants, representations or warranties, cross defaults,
bankruptcy or other insolvency events, judgments and ERISA
events.

The proceeds from the Notes will be used to pay down all
outstanding amounts on the revolving portion of the Companys
existing credit facility and for general corporate purposes.

The Notes and the guaranties thereof will not be and have not
been registered under the Securities Act or any state
securities laws and may not be offered or sold absent
registration under the Securities Act, or to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

The foregoing description of the Note Purchase Agreement is a
summary and is qualified in its entirety by reference to the
terms of the Note Purchase Agreement, which is filed as
Exhibit10.3 to this Current Report on Form8-K and is
incorporated by reference into this Item 1.01.

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

The information included, or incorporated by reference, in Item
1.01 of this Current Report is incorporated by reference into
this Item 2.03 of this Current Report on Form8-K.

Item 8.01 Other Events.

On April20, 2017, the Company issued a press release announcing
the private placement of the Notes and the amendment and
restatement of the Term Loan Agreement. A copy of the press
release is filed as Exhibit99.1 to this Current Report on
Form8-K.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits