8. Long-Term Debt

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



	March 31, 2018			December 31, 2017
Credit Facility	$	52,500		$	56,000
Partnership Credit Facility	687,000			674,306

Partnership’s 6% senior notes due April 2021	350,000			350,000
Less: Debt discount, net of amortization	(2,344		)	(2,523		)
Less: Deferred financing costs, net of amortization	(3,082		)	(3,338		)
	344,574			344,139

Partnership’s 6% senior notes due October 2022	350,000			350,000
Less: Debt discount, net of amortization	(3,276		)	(3,441		)
Less: Deferred financing costs, net of amortization	(3,746		)	(3,951		)
	342,978			342,608
Long-term debt	$	1,427,052		$	1,417,053

Credit Facility

The Archrock Credit Facility is a five-year, $350.0 million revolving credit facility with a maturity of November 2020. As of March 31, 2018, we had $15.4 million in outstanding letters of credit under the Archrock Credit Facility and the applicable margin on amounts outstanding was 1.8%. The weighted average annual interest rate, excluding the effect of interest rate swaps, on the outstanding balance under the Archrock Credit Facility was 3.6% and 2.8% at March 31, 2018 and 2017, respectively. We incurred $0.2 million in commitment fees on the daily unused amount of the Archrock Credit Facility during each of the three months ended March 31, 2018 and 2017.

The Archrock Credit Facility must maintain the following consolidated financial ratios, as defined in the Archrock Credit Facility agreement:



EBITDA to Interest Expense	2.25 to 1.0
Total Debt to EBITDA ⁽¹⁾	4.25 to 1.0

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⁽¹⁾	Subject to a temporary increase to 4.75 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the quarter in which the acquisition closes.

As of March 31, 2018, we had undrawn capacity of $282.1 million under the Archrock Credit Facility. As a result of the Total Debt to EBITDA ratio limitation, $224.2 million of the $282.1 million undrawn capacity under the Archrock Credit Facility was available for additional borrowings as of March 31, 2018. As of March 31, 2018, we were in compliance with all covenants under the Archrock Credit Facility.

In connection with the Merger and Amendment No. 1, the Archrock Credit Facility was terminated on April 26, 2018. See Note 18 (“Subsequent Events”) for further details of the Merger and Amendment No. 1.

Partnership Credit Facility

The Partnership Credit Facility is a five-year, $1.1 billion asset-based revolving credit facility that will mature on March 30, 2022, except that if any portion of the Partnership’s 6% senior notes due April 2021 are outstanding as of December 2, 2020, then maturity will instead be on December 2, 2020. In March 2017, the Partnership incurred $14.9 million in transaction costs related to the formation of the Partnership Credit Facility. Concurrent with entering into the Partnership Credit Facility, the Partnership expensed $0.6 million of unamortized deferred financing costs and recorded a debt extinguishment loss of $0.3 million related to the termination of its Former Credit Facility.

As of March 31, 2018, the Partnership had no outstanding letters of credit under the Partnership Credit Facility and the applicable margin on amounts outstanding was 3.3%. The weighted average annual interest rate on the outstanding balance under the Partnership Credit Facility, excluding the effect of interest rate swaps, was 5.1% and 6.3% at March 31, 2018 and 2017, respectively.

The Partnership incurred $0.5 million and $0.4 million in commitment fees on the daily unused amount of the Partnership Credit Facility and the Former Credit Facility during the three months ended March 31, 2018 and 2017, respectively.

On February 23, 2018, the Partnership amended the Partnership Credit Facility to, among other things, increase the maximum Total Debt to EBITDA ratio. The Partnership must maintain the following consolidated financial ratios, as defined in the Partnership Credit Facility agreement:



EBITDA to Interest Expense	2.5 to 1.0
Senior Secured Debt to EBITDA	3.5 to 1.0
Total Debt to EBITDA
Through fiscal year 2018	5.95 to 1.0
Through fiscal year 2019	5.75 to 1.0
Through second quarter of 2020	5.50 to 1.0
Thereafter ⁽¹⁾	5.25 to 1.0

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⁽¹⁾	Subject to a temporary increase to 5.5 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the quarter in which the acquisition closes.

As of March 31, 2018, the Partnership had undrawn capacity of $413.0 million under the Partnership Credit Facility. As a result of the financial ratio requirements discussed above, $177.2 million of the $413.0 million of undrawn capacity was available for additional borrowings as of March 31, 2018. As of March 31, 2018, the Partnership was in compliance with all covenants under the Partnership Credit Facility agreement.

Amendment No. 1 amended certain other terms of the Partnership Credit Facility effective upon completion of the Merger on April 26, 2018. See Note 18 (“Subsequent Events”) for further details.