6. Long-Term Debt

Long-term debt consisted of the following (in thousands):

	March 31, 2014		December 31, 2013
Revolving credit facility due July 2016	$	82,500	$	49,000
Partnership’s revolving credit facility due May 2018	306,500		263,000
Partnership’s term loan facility due May 2018	150,000		150,000
Partnership’s 6% senior notes due April 2021 (presented net of the unamortized discount of $4.9 million and $5.0 million, respectively)	345,095		344,955
4.25% convertible senior notes due June 2014 (presented net of the unamortized discount of $5.1 million and $11.3 million, respectively)	349,884		343,661
7.25% senior notes due December 2018	350,000		350,000
Other, interest at various rates, collateralized by equipment and other assets	1,444		1,539
Long-term debt	$	1,585,423	$	1,502,155

As of March 31, 2014, we had $82.5 million in outstanding borrowings and $113.1 million in outstanding letters of credit under our senior secured revolving credit facility (the “Credit Facility”). At March 31, 2014, taking into account guarantees through letters of credit, we had undrawn and available capacity of $704.4 million under the Credit Facility.

In June 2009, we issued $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes are classified as long-term because we have the intent and ability to refinance the maturity of the notes with borrowings under our existing Credit Facility and through conversion of the notes into common shares. The 4.25% Notes, after taking into consideration dividends declared, are convertible upon the occurrence of certain conditions into shares of our common stock at a conversion rate of 43.3606 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to a conversion price of approximately $23.06 per share of common stock. The conversion rate will be subject to adjustment following certain dilutive events, including the declaration of dividends to Exterran stockholders, and certain corporate transactions. The value of the shares into which the 4.25% Notes can be converted exceeds their principal amount by $320.4 million as of March 31, 2014. We may not redeem the 4.25% Notes prior to their maturity date.

Pursuant to the terms of the indenture and supplemental indenture governing the 4.25% Notes, the 4.25% Notes became convertible at the holder’s discretion on March 15, 2014 and will remain convertible through the close of business on June 12, 2014, the second scheduled trading day immediately preceding their June 15, 2014 maturity date. Any of the 4.25% Notes submitted for conversion on or after March 15, 2014 will be settled using the combination method provided in the indenture and supplemental indenture relating to the 4.25% Notes.

Exterran will satisfy its conversion obligations by delivering to each holder, for each $1,000 principal amount of the convertible notes tendered for conversion, the sum of the daily settlement amounts for each of the forty consecutive trading days beginning on and including April 15, 2014, which will consist of: (i) cash in an amount equal to the lesser of (a) $26.056 and (b) the Daily Conversion Value (as defined in the supplemental indenture) on such trading day; plus (ii) if such Daily Conversion Value on such trading day exceeds $26.056, a number of shares of common stock (together with cash in lieu of any fractional shares) equal to (a) the difference between such Daily Conversion Value and $26.056, divided by (b) the Daily Volume Weighted Average Price (as defined in the supplemental indenture) on such trading day.

In connection with the offering of the 4.25% Notes, we purchased call options on our stock at approximately $23.06 per share of common stock, after taking into consideration dividends declared, and sold warrants on our stock at approximately $32.55 per share of common stock, after taking into consideration dividends declared. These transactions economically adjust the effective conversion price to $32.55 for $325.0 million of the 4.25% Notes and therefore are expected to reduce the potential dilution to our common stock upon any such conversion. We may exercise our call options upon the conversion of notes into common stock. Counterparties to our warrants have the right to exercise the warrants in equal installments for 80 trading days beginning in September 2014.

In January 2013, we redeemed for cash all $143.8 million principal amount outstanding of our 4.75% convertible senior notes (the “4.75% Notes”) at a redemption price of 100% of the principal amount thereof plus accrued but unpaid interest to, but excluding, the redemption date. Upon redemption, the 4.75% Notes were no longer deemed outstanding, interest ceased to accrue thereon and all rights of the holders of the 4.75% Notes ceased to exist. We financed the redemption of the 4.75% Notes through borrowings under our revolving credit facility. As a result of the redemption, we expensed $0.9 million of unamortized deferred financing costs in the first quarter of 2013, which is reflected in interest expense in our condensed consolidated statements of operations.

In March 2013, the Partnership amended its senior secured credit agreement (the “Partnership Credit Agreement) to reduce the borrowing capacity under its revolving credit facility by $100.0 million to $650.0 million and extend the maturity date of the term loan and revolving credit facilities to May 2018. As a result of the March 2013 amendment, we expensed $0.7 million of unamortized deferred financing costs, which is reflected in interest expense in our condensed consolidated statements of operations. During the three months ended March 31, 2013, the Partnership incurred transaction costs of approximately $4.3 million related to the amendment to the Partnership Credit Agreement. These costs were included in intangible and other assets, net, and are being amortized over the terms of the facilities. As of March 31, 2014, the Partnership had undrawn and available capacity of $343.5 million under its revolving credit facility.

In March 2013, the Partnership issued $350.0 million aggregate principal amount of 6% senior notes due April 2021 (the “Partnership 6% Notes”). The Partnership used the net proceeds of $336.9 million, after original issuance discount and issuance costs, to repay borrowings outstanding under its revolving credit facility. During the three months ended March 31, 2013, the Partnership incurred $7.6 million in transaction costs related to this issuance. These costs were included in intangible and other assets, net, and are being amortized to interest expense over the term of the Partnership 6% Notes. The Partnership 6% Notes were issued at an original issuance discount of $5.5 million, which is being amortized using the effective interest method at an interest rate of 6.25% over their term. In January 2014, holders of the Partnership 6% Notes exchanged their Partnership 6% Notes for registered notes with the same terms.