LONG-TERM DEBT

Long-term debt consists of the following at the dates indicated (in thousands):



	December 31,
	2015			2014

5.125% Notes due July 1, 2017 (1)	$	125,000		$	125,000
6.050% Notes due January 15, 2018 (1)	300,000			300,000
2.650% Notes due November 15, 2018 (1)	400,000			400,000
5.500% Notes due August 15, 2019 (1)	275,000			275,000
4.875% Notes due February 1, 2021 (1)	650,000			650,000
4.150% Notes due July 1, 2023 (1)	500,000			500,000
4.350% Notes due October 15, 2024 (1)	300,000			300,000
6.750% Notes due August 15, 2033 (1)	150,000			150,000
5.850% Notes due November 15, 2043 (1)	400,000			400,000
5.600% Notes due October 15, 2044 (1)	300,000			300,000
Credit Facility due September 30, 2020	472,488			166,000
Unamortized discounts and debt issuance costs	(28,176		)	(31,382		)
Total debt	3,844,312			3,534,618
Less: Current portion of line of credit (2)	(111,488		)	(166,000		)
Total long-term debt	$	3,732,824		$	3,368,618

____________________________


(1)	We make semi-annual interest payments on these notes based on the rates noted above with the principal balances outstanding to be paid on or before the due dates as shown above.


(2)	The line of credit is classified as a current liability in our consolidated balance sheets as related funds are used to finance the Buckeye Merchant Service Companies’ current working capital needs.

The following table presents the scheduled maturities of principal amounts of our debt obligations for the next five years and in total thereafter (in thousands):



	Years Ending
	December 31,

2016	$	111,488
2017	125,000
2018	700,000
2019	275,000
2020	361,000
Thereafter	2,300,000
Total	$	3,872,488

Credit Facility

In September 2014, Buckeye and its indirect wholly-owned subsidiaries, Buckeye Energy Services LLC (“BES”), Buckeye West Indies Holdings LP (“BWI”) and Buckeye Caribbean Terminals LLC (“BCT”), as borrowers, modified and extended (through a new credit agreement) our existing revolving credit facility with SunTrust Bank, as administrative agent, and other lenders to provide a total borrowing capacity of $1.5 billion, dated September 30, 2014 (the “Credit Facility”) of which BES, BWI and BCT, collectively the Buckeye Merchant Service Companies (“BMSC”), share a sublimit of $500.0 million. The Credit Facility's maturity date was September 30, 2019, with an option to extend the term for up to two one-year periods and a $500.0 million accordion option to increase the commitments, with the consent of the lenders. At September 2014, we had $2.7 million of remaining unamortized deferred financing costs, and we incurred additional debt issuance costs of $2.1 million in connection with the modification and extension of the Credit Facility.

In December 2015, Buckeye and BMSC exercised their option to extend our existing Credit Facility by one year to September 30, 2020, resulting in a remaining option to extend the term for one additional year. At the time of the transaction, we had $3.4 million of remaining unamortized deferred financing costs, and we incurred additional debt issuance costs of $0.8 million in connection with the extension of the Credit Facility. These amounts are included in “Other non-current assets” and are being amortized over the revised term of the agreement.

Under the Credit Facility, interest accrues on advances at the London Interbank Offered Rate (“LIBOR”) rate or a base rate plus an applicable margin based on the election of the applicable borrower for each interest period. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the credit ratings assigned to our senior unsecured long-term debt securities. The applicable margin for LIBOR rate loans, swing line loans, and letter of credit fees ranges from 1.0% to 1.75% and the applicable margin for base rate loans ranges from 0% to 0.75%. Buckeye and BMSC will also pay a fee based on our credit ratings on the actual daily unused amount of the aggregate commitments.

At December 31, 2015, Buckeye and BMSC collectively had $472.5 million outstanding under the Credit Facility, of which $111.5 million, attributable to BMSC, was classified as current liabilities in our consolidated balance sheet, as related funds were used to finance current working capital needs. The weighted average interest rate for borrowings under the Credit Facility was 1.7% at December 31, 2015. The Credit Facility includes covenants limiting, as of the last day of each fiscal quarter, the ratio of consolidated funded debt (“Funded Debt Ratio”) to consolidated EBITDA, as defined in the Credit Facility, measured for the preceding twelve months, to not more than 5.0 to 1.0. This requirement is subject to a provision for increases to 5.5 to 1.0 in connection with certain future acquisitions. The Funded Debt Ratio is calculated by dividing consolidated debt by annualized EBITDA, which is defined in the Credit Facility as earnings before interest, taxes, depreciation, depletion and amortization determined on a consolidated basis. At December 31, 2015, our Funded Debt Ratio was 4.01 to 1.00. At December 31, 2015, we were in compliance with the covenants under our Credit Facility.

At December 31, 2015 and 2014, we had committed $1.2 million and $0.8 million, respectively, in support of letters of credit. The obligations for letters of credit are not reflected as debt on our consolidated balance sheets.

Note Offerings

In September 2014, we issued an aggregate of $600.0 million of senior unsecured notes in an underwritten public offering, including the $300.0 million of 4.350% Notes due on October 15, 2024 (the “4.350% Notes”) and the $300.0 million of 5.600% Notes due on October 15, 2044 (the “5.600% Notes”), at 99.825% and 99.876%, respectively, of their principal amounts. Total proceeds from this offering, after underwriting fees, expenses and debt issuance costs of $5.3 million, were $593.8 million. We used the net proceeds from this offering to fund a portion of the Buckeye Texas Partners Transaction (see Note 3), to settle all interest rate swaps relating to the forecasted refinancing of the 5.300% Notes for $51.5 million (see Note 17) and for general partnership purposes. We also used the net proceeds to reduce the indebtedness outstanding under our Credit Facility.

Extinguishment of Debt

In October 2014, we repaid in full the $275.0 million principal amount outstanding under the 5.300% Notes due on October 15, 2014 (the “5.300% Notes”) and $7.3 million of related accrued interest using funds available under our Credit Facility.