5. Indebtedness

The following table discloses certain information regarding our indebtedness:


	Outstanding Balance at						Interest Rate at September 30, 2012			Effective Interest Rate at Issuance			Maturity Date
	September 30, 2012			December 31, 2011			Interest Rate at September 30, 2012			Effective Interest Rate at Issuance			Maturity Date
Mortgage and Other Loans Payable, Net	$	781,366		$	690,256			4.03% - 9.25	%		4.03% - 9.25	%	January 2013 - September 2022
Unamortized Premiums		(257	)		(305	)

Mortgage and Other Loans Payable, Gross	$	781,109		$	689,951

Senior Unsecured Notes, Net
2016 Notes	$	159,497		$	159,455			5.750	%		5.91	%	01/15/16
2017 Notes		55,383			59,600			7.500	%		7.52	%	12/01/17
2027 Notes		6,066			6,065			7.150	%		7.11	%	05/15/27
2028 Notes		68,977			124,894			7.600	%		8.13	%	07/15/28
2012 Notes		—			61,817			6.875	%		6.85	%	04/15/12
2032 Notes		12,490			34,683			7.750	%		7.87	%	04/15/32
2014 Notes		79,336			86,997			6.420	%		6.54	%	06/01/14
2017 II Notes		106,738			106,716			5.950	%		6.37	%	05/15/17

Subtotal	$	488,487		$	640,227
Unamortized Discounts		2,958			4,625

Senior Unsecured Notes, Gross	$	491,445		$	644,852

Unsecured Credit Facility	$	27,000		$	149,000			2.175	%		2.175	%	12/12/14

Mortgage and Other Loans Payable, Net

During the three months ended September 30, 2012, we originated the following mortgage loans:

Mortgage

Financing

Loan
Principal

Interest
Rate

Origination
Date

Maturity
Date

Amortization
Period

Number of
Industrial
Properties
Collateralizing
Mortgage

GLA
(In millions)

Property
Carrying
Value at
September 30,
2012

I-VI

100,599

4.03

August 29, 2012

September 1, 2022

30-year

3.8

104,711

For Mortgage Financings I through VI, principal prepayments are prohibited for 12 months after loan origination, after which prepayment premiums are calculated at the greater of yield maintenance or 1% of the outstanding balance.

As of September 30, 2012, mortgage and other loans payable are collateralized by, and in some instances cross-collateralized by, industrial properties with a net carrying value of $976,321 and one letter of credit in the amount of $537. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage and other loans payable as of September 30, 2012.

Senior Unsecured Notes, Net

On April 16, 2012, we paid off and retired our 2012 Notes, at maturity, in the amount of $61,829.

On January 20, 2012, we repurchased and retired a portion of our 2028 Notes prior to maturity as reflected in the table below. In connection with this repurchase prior to maturity, we recognized $1 as gain on retirement of debt for the nine months ended September 30, 2012, which is the difference between the repurchase price of $406 and the principal amount retired of $430, net of the pro rata write off of unamortized loan fees and the unamortized settlement amount of the interest rate protection agreements related to the repurchase of $3 and $20, respectively.

On March 29, 2012, we announced a cash tender offer to purchase up to an aggregate of $100,000 of our 2014 Notes, 2027 Notes, 2028 Notes and 2032 Notes. The tender offer expired on April 25, 2012. During the tender offer, we repurchased and retired certain of our senior unsecured debt prior to its maturity as reflected in the table below. In connection with these repurchases prior to maturity, we recognized $6,223 as loss from retirement of debt for the nine months ended September 30, 2012, which is the difference between the repurchase price of $88,922 and the principal amount retired of $86,925, net of the pro rata write off of the unamortized debt issue discount, the unamortized loan fees, the unamortized settlement amount of the interest rate protection agreements and the professional services fees related to the repurchases of $578, $609, $2,599 and $440, respectively.

On September 6, 2012, we repurchased and retired a portion of our 2017 Notes prior to maturity as reflected in the table below. In connection with this repurchase prior to maturity, we recognized $424 as loss on retirement of debt for the three and nine months ended September 30, 2012, which is the difference between the repurchase price of $4,632 and the principal amount retired of $4,223, net of the pro rata write off of the unamortized debt issue discount and the unamortized loan fees related to the repurchase of $2 and $13, respectively

During the nine months ended September 30, 2012, we repurchased and retired the following senior unsecured notes prior to maturity:


	Principal Amount Repurchased		Purchase Price
Senior Unsecured Notes Repurchases
2014 Notes	$	9,000	$	9,439
2017 Notes		4,223		4,632
2028 Notes		55,955		57,041
2032 Notes		22,400		22,848

	$	91,578	$	93,960

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments as of September 30, 2012 of our indebtedness, exclusive of premiums and discounts, for the next five years ending December 31, and thereafter:


	Amount
Remainder of 2012	$	3,682
2013		14,944
2014		175,917
2015		64,017
2016		295,476
Thereafter		745,518

Total	$	1,299,554

Our unsecured credit facility (the “Unsecured Credit Facility”) and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility, an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement. We believe that we were in compliance with all covenants as of September 30, 2012. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our noteholders or lenders in a manner that could impose and cause us to incur material costs.

Fair Value

At September 30, 2012 and December 31, 2011, the fair values of our indebtedness were as follows:


	September 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage and Other Loans Payable, Net	$	781,366	$	839,687	$	690,256	$	743,419
Senior Unsecured Notes, Net		488,487		519,797		640,227		630,622
Unsecured Credit Facility		27,000		27,000		149,000		149,000

Total	$	1,296,853	$	1,386,484	$	1,479,483	$	1,523,041

The fair values of our mortgage and other loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar leverage levels and similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our mortgage and other loans payable was primarily based upon Level 3 inputs. The fair value of the senior unsecured notes was estimated by using rates, as advised by our bankers, that are based upon recent trades within the same series of the senior unsecured notes, recent trades for senior unsecured notes with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. We have determined that our estimation of the fair value of our fixed rate unsecured debt was primarily based upon Level 3 inputs. The fair value of the Unsecured Credit Facility was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. The current market rate utilized for our Unsecured Credit Facility was internally estimated; therefore, we have concluded that our determination of fair value was primarily based upon Level 3 inputs.