As of September 30, 2011 and December 31, 2010, long-term debt consisted of the following (in thousands):

			September 30,		December 31,
			2011		2010
Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable margin,
	interest rate at September 30, 2011 and December 31, 2010 was 2.73% and 4.0%, respectively	$	75,000	$	-
Senior unsecured notes (due 2018), net of discount of $12.1 million and $13.5 million,
	respectively, which bear interest at the rate of 8.875%		712,934		711,512
Series B secured note assumed in the Eunice transaction, which bore
	interest at the rate of 9.5%		-		7,058
			787,934		718,570
Less current portion			-		(7,058)
	Debt classified as long-term	$	787,934	$	711,512

Credit Facility. As of September 30, 2011, there was $69.9 million in outstanding letters of credit and $75.0 million borrowed under the Partnership's bank credit facility, leaving approximately $340.1 million available for future borrowing based on the borrowing capacity of $485.0 million.

In May 2011, the Partnership amended its bank credit facility. The borrowing capacity under the credit facility was increased from $420.0 million to $485.0 million and the maturity was extended from February 2014 to May 2016. Additionally, the amendment to the Partnership's credit facility, among other things, (i) increased the maximum permitted leverage ratios during certain fiscal quarters, (ii) decreased the minimum consolidated interest rate coverage ratio during certain fiscal quarters and (iii) decreased the interest rate the Partnership pays on the obligations under the credit facility. Also under the amended credit facility, the Partnership increased the accordion from $100.0 million to $150.0 million, which permits the Partnership to increase its borrowing capacity if any bank in the credit facility or a new bank is willing to undertake such commitment.

In July 2011, the Partnership amended its bank credit facility again. The amendment to the Partnership's credit facility, among other things, (i) permitted Apache Midstream LLC (“Apache”) to have a first priority lien on certain assets that are the subject of a joint interest arrangement between Apache and Crosstex Permian, LLC (“Permian”) (including a new-build natural gas processing facility and related assets in the Permian Basin in West Texas) to secure obligations that Permian would owe to Apache should Permian fail to fund its obligations pursuant to the joint interest arrangement and (ii) increased the Partnership's ability to make investments in joint ventures and subsidiaries without such joint ventures and subsidiaries becoming guarantors under the credit agreement.

The credit facility is guaranteed by substantially all of the Partnership's subsidiaries and is secured by first priority liens on substantially all of the Partnership's assets and those of the guarantors, including all material pipeline, gas gathering and processing assets, all material working capital assets and a pledge of all of the Partnership's equity interests in substantially all of its subsidiaries and its interest in HEP.

The Partnership may prepay all loans under the amended credit facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements.

Under the amended credit facility, borrowings bear interest at the Partnership's option at the Eurodollar Rate (the British Bankers Association LIBOR Rate) plus an applicable margin or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0%, or the administrative agent's prime rate) plus an applicable margin. The Partnership pays a per annum fee (as described below) on all letters of credit issued under the amended credit facility and a commitment fee of between 0.375% and 0.50% per annum on the unused availability under the amended credit facility. The commitment fee, letter of credit fee and the applicable margins for the interest rate vary quarterly based on the Partnership's leverage ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows:

	Base Rate		Eurodollar Rate		Letter of Credit
Leverage Ratio	Loans		Loans		Fees
Greater than or equal to 4.50 to 1.00	2.00	%	3.00	%	3.00	%
Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00	1.75	%	2.75	%	2.75	%
Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00	1.50	%	2.50	%	2.50	%
Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00	1.25	%	2.25	%	2.25	%
Less than 3.00 to 1.00	1.00	%	2.00	%	2.00	%

The amended credit facility includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted leverage ratio is 4.75 to 1.00. The maximum permitted senior leverage ratio (as defined in the credit facility, but generally computed as the ratio of total secured funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges), is 2.75 to 1.00. The minimum consolidated interest coverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) is as follows:

• 2.25 to 1.00 for the fiscal quarters ending September 30, 2011, December 31, 2011, March 31, 2012 and June 30, 2012;

All other material terms of the credit facility are described in the Company's Annual Report on Form 10-K filing for the year ended December 31, 2010. The Company expects to be in compliance with all credit facility covenants for at least the next twelve months.

Series B Secured Note. On October 20, 2009, the Partnership acquired the Eunice natural gas liquids processing plant and fractionation facility which included an $18.1 million series B secured note. The Partnership paid $11.0 million of principal on the series B secured note in May 2010 and paid the remaining $7.1 million in May 2011.