As of June 30, 2012 and December 31, 2011, long-term debt consisted of the following (in thousands):

			June 30,		December 31,
			2012		2011
Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable margin,
	interest rate at June 30, 2012 and December 31, 2011 was 3.33% and 2.9%, respectively	$	48,000	$	85,000
Senior unsecured notes (due 2018), net of discount of $10.6 million and $11.6 million,
	respectively, which bear interest at the rate of 8.875%		714,357		713,409
Senior unsecured notes (due 2022), which bear interest at the rate of 7.125%			250,000		-
Series B secured note assumed in the Eunice transaction, which bore
			1,012,357		798,409
Less current portion			(250,000)		-
	Debt classified as long-term	$	762,357	$	798,409

Credit Facility. As of June 30, 2012, there was $57.6 million in outstanding letters of credit and $48.0 million borrowed under the Partnership's bank credit facility, leaving approximately $529.4 million available for future borrowing based on the borrowing capacity of $635.0 million.

In January, 2012, the Partnership amended its credit facility. This amendment increased its borrowing capacity from $485.0 million to $635.0 million and amended certain terms under the facility to provide additional financial flexibility during the remaining four-year term of the facility.

In May 2012, the Partnership amended its credit facility. The amendment to the Partnership's credit facility, among other things, (i) increased the maximum permitted consolidated leverage ratio (as defined in the amended 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) during the Clearfield acquisition period (as defined in the amended credit facility, being generally the four quarterly measurement periods after closing the Clearfield acquisition) from 5.0 to 1.0 to 5.5 to 1.0, and (ii) increased the maximum permitted consolidated leverage ratio during any other acquisition period (as defined in the amended credit facility, being generally the three quarterly measurement periods after closing certain material acquisitions) from 5.0 to 1.0 to 5.5 to 1.0.

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.

All material terms of the credit facility are described in Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Indebtedness” in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The Partnership expects to be in compliance with all credit facility covenants for at least the next twelve months.

2022 Notes. On May 24, 2012, the Partnership issued $250.0 million in aggregate principal amount of 7.125% senior unsecured notes (the “2022 Notes”) due on June 1, 2022 at an issue price of 100% of the principal amount to yield 7.125% to maturity. The interest payments are due semi-annually in arrears in June and December. The Partnership placed into escrow the net proceeds of $245.1 million from the offering of the 2022 Notes pending completion of the Clearfield acquisition. The net proceeds are classified as restricted cash as of June 30, 2012 and the 2022 Notes are classified as current debt as of June 30, 2012. Upon closing of the Clearfield acquisition on July 2, 2012, the 2022 Notes were reclassified as long term debt and the restricted cash was used to fund the Clearfield acquisition and for general partnership purposes, including capital expenditures for the Cajun-Sibon natural gas liquids pipeline expansion.

The Partnership may redeem up to 35% of the 2022 Notes at any time prior to June 1, 2015 with the cash proceeds from equity offerings at a redemption price of 107.125% of the principal amount of the 2022 Notes (plus accrued and unpaid interest to the redemption date).

Prior to June 1, 2017, the Partnership may redeem all or a part of the 2022 Notes at the redemption price equal to the sum of the principal amount thereof, plus a make-whole premium at the redemption date, plus accrued and unpaid interest to the redemption date.

On or after June 1, 2017, the Partnership may redeem all or a part of the 2022 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.563% for the twelve-month period beginning on June 1, 2017, 102.375% for the twelve-month period beginning on June 1, 2018, 101.188% for the twelve-month period beginning on June 1, 2019 and 100.000% for the twelve-month period beginning on June 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the 2022 Notes.

Under the terms of the indenture governing the 2022 Notes, repurchase offer obligations would be triggered by a change of control combined with a ratings decline on the 2022 Notes. All other material terms of the senior unsecured notes are described in footnote 5 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.