8. Long-Term Debt

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



	September 30, 2015		December 31, 2014
Revolving credit facility due July 2017	$	330,000	$	375,500
Partnership’s revolving credit facility due May 2018	554,000		460,000
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 $4.0 million and $4.5 million, respectively)	345,982		345,528
Partnership’s 6% senior notes due October 2022 (presented net of the unamortized discount of $4.8 million and $5.2 million, respectively)	345,184		344,767
7.25% senior notes due December 2018	350,000		350,000
Other, interest at various rates, collateralized by equipment and other assets	738		1,107
Long-term debt	$	2,075,904	$	2,026,902

Exterran Senior Secured Credit Facility

In September 2015, we amended our senior secured revolving credit facility (the “Credit Facility”) to, among other things, extend the maturity date of the loans made by certain of our lenders (the “Consenting Lenders”) from July 8, 2016 to July 8, 2017, representing a one year extension of the availability period under the Credit Facility. The commitments of the Consenting Lenders total approximately $780.4 million. The maturity date of the loans made by lenders that are not Consenting Lenders will remain July 8, 2016, which was the original maturity date under the Credit Facility. The commitments of these lenders total approximately $119.6 million. As a result of the amendment, the Credit Facility provides for a $900 million revolving credit facility that will be available until July 8, 2016 and a revolving credit facility of approximately $780.4 million that will be available from July 8, 2016 to July 8, 2017. We incurred costs of approximately $0.9 million related to the amendment of the Credit Facility. These costs are included in intangible and other assets, net and are being amortized to interest expense over the term of the Credit Facility. Borrowings associated with the lenders that are not Consenting Lenders of approximately $43.9 million as of September 30, 2015 are classified as long-term because we have the intent and ability to refinance the maturity of these borrowings under the amended Credit Facility. As of September 30, 2015, we had $330.0 million in outstanding borrowings and $108.5 million in outstanding letters of credit under the Credit Facility. At September 30, 2015, taking into account guarantees through letters of credit, we had undrawn and available capacity of $461.5 million under the Credit Facility.

The Partnership Revolving Credit Facility and Term Loan

In February 2015, the Partnership amended its senior secured credit agreement (the “Partnership Credit Agreement”), which among other things, increased the borrowing capacity under its revolving credit facility by $250.0 million to $900.0 million. The Partnership Credit Agreement, which matures in May 2018, also includes a $150.0 million term loan facility. During the nine months ended September 30, 2015, the Partnership incurred transaction costs of $1.3 million related to the amendment of the Partnership Credit Agreement. These costs were included in intangible and other assets, net, and are being amortized to interest expense over the term of the facility. As of September 30, 2015, the Partnership had undrawn and available capacity of $346.0 million under its revolving credit facility.

The Partnership 6% Senior Notes Due October 2022

In April 2014, the Partnership issued $350.0 million aggregate principal amount of the Partnership 2014 Notes. The Partnership received net proceeds of $337.4 million, after original issuance discount and issuance costs, from this offering, which it used to fund a portion of the April 2014 MidCon Acquisition and repay borrowings under its revolving credit facility. The Partnership incurred $6.9 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 2014 Notes. The Partnership 2014 Notes were issued at an original issuance discount of $5.7 million, which is being amortized using the effective interest method at an interest rate of 6.25% over their term. In February 2015, holders of the Partnership 2014 Notes exchanged their Partnership 2014 Notes for registered notes with the same terms.

4.25% Convertible Senior Notes

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, after taking into consideration dividends declared, were convertible upon the occurrence of certain conditions into shares of our common stock at a conversion rate of 43.5084 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to a conversion price of approximately $22.98 per share of common stock. In June 2014, we completed our redemption of the 4.25% Notes in exchange for $370.0 million in cash and 6.8 million shares of our common stock.

In connection with the offering of the 4.25% Notes, we purchased call options on our stock at approximately $22.98 per share of common stock, after taking into consideration dividends declared, and sold warrants on our stock at approximately $32.19 per share of common stock, after taking into consideration dividends declared. These transactions economically adjust the effective conversion price to $32.19 for $325.0 million of the 4.25% Notes. In June 2014, we exercised our call options to acquire 6.5 million shares of our common stock. The cost of the common shares acquired was recorded as treasury stock in our condensed consolidated balance sheets based on the original cost of the call options of $89.4 million. Counterparties to our warrants had the right to exercise the warrants in equal installments for 80 trading days which began in September 2014. During the third quarter of 2014, 498,254 common shares were issued out of treasury stock pursuant to warrants exercised.

Archrock Credit Facility

On July 10, 2015, we and our wholly owned subsidiary, Archrock Services, L.P., entered into the Archrock Credit Agreement with Wells Fargo, as the administrative agent, and various financial institutions as lenders, which provided for a $300.0 million revolving credit facility. On October 5, 2015, the parties amended the terms of the Archrock Credit Facility to increase the borrowing capacity from $300.0 million to $350.0 million. No borrowings were outstanding under the Archrock Credit Facility as of September 30, 2015 because the Archrock Initial Availability Date had not yet occurred. As a result of the completion of the Spin-off, the Archrock Initial Availability Date was November 3, 2015. See Note 2 for additional information regarding the Archrock Credit Facility.

Exterran Corporation Credit Facility

On July 10, 2015, EESLP and Exterran Corporation entered into a $750.0 million credit agreement with Wells Fargo, as the administrative agent, and various financial institutions as lenders. On October 5, 2015, the parties amended and restated the terms of the Exterran Corporation Credit Agreement to provide for a new $925.0 million credit facility, consisting of a $680.0 million revolving credit facility and a $245.0 million term loan facility. No borrowings were outstanding under the Exterran Corporation Credit Facility as of September 30, 2015 because the Initial Availability Date had not yet occurred. As a result of the completion of the Spin-off, the Initial Availability Date was November 3, 2015. See Note 2 for additional information regarding the Exterran Corporation Credit Facility.