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

			September 30,		December 31,
			2012		2011
Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable margin,
	interest rate at September 30, 2012 and December 31, 2011 was 4.75% and 2.9%, respectively	$	5,500	$	85,000
Senior unsecured notes (due 2018), net of discount of $10.2 million and $11.6 million,
	respectively, which bear interest at the rate of 8.875%		714,831		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
			970,331		798,409
	Debt classified as long-term	$	970,331	$	798,409

Credit Facility. As of September 30, 2012, there was $61.6 million in outstanding letters of credit and $5.5 million borrowed under the Partnership's bank credit facility, leaving approximately $567.9 million available for future borrowing based on the borrowing capacity of $635.0 million.

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

The Partnership amended the credit facility again in May 2012. This amendment, 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.

In August 2012, the Partnership amended the credit facility to include projected EBITDA from material projects (as defined in the amendment, but generally being the construction or expansion of any capital project by the Partnership or any of its subsidiaries that is expected to cost more than $20.0 million and the Partnership's “Riverside Phase II” project) in its EBITDA for purposes of calculating compliance with the amended credit agreement's minimum interest coverage ratio, maximum leverage ratio and maximum senior leverage ratio. The amount of projected EBITDA from material projects that is included in such financial covenant calculations is subject to the approval of Bank of America, N.A. (the “Administrative Agent”), and it will be based on contracts related to the material project, expected expenses, the completion percentage of the material project, the expected commercial operation date of the material project, and other factors deemed appropriate by the Administrative Agent. The aggregate amount of all material project EBITDA adjustments during any period shall be limited to 15% of the total actual consolidated EBITDA for such period (which total actual consolidated EBITDA shall be determined without including any material project EBITDA adjustments).

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, crude gathering and transportation assets, brine disposal 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 other 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 net proceeds from the notes of $245.1 million (net of transaction costs) were 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.