12. LONG-TERM DEBT

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


	December 31,
	2011			2010
4.625% Notes due July 15, 2013 (1)	$	300,000		$	300,000
5.300% Notes due October 15, 2014 (1)		275,000			275,000
5.125% Notes due July 1, 2017 (1)		125,000			125,000
6.050% Notes due January 15, 2018 (1)		300,000			300,000
5.500% Notes due August 15, 2019 (1)		275,000			275,000
4.875% Notes due February 1, 2021 (1)		650,000			—
6.750% Notes due August 15, 2033 (1)		150,000			150,000
BPL Credit Facility (2)		575,200			98,000
BES Credit Facility		—			284,300
Services Company 3.60% ESOP Notes due March 28, 2011		—			1,531
Retirement premium		—			(6	)

Total debt		2,650,200			1,808,825
Other, including unamortized discounts		(5,426	)		(3,607	)

Subtotal debt		2,644,774			1,805,218
Less: Current portion of long-term debt and line of credit (3)		(251,200	)		(285,825	)

Total long-term debt	$	2,393,574		$	1,519,393

(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)	Includes the Credit Facility and Prior BPL Credit Facility as defined below.

(3)	The line of credit is classified as a current liability in our consolidated balance sheets as related funds are used to finance BES’s 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,
2012	$	251,200
2013		300,000
2014		275,000
2015		—
2016		324,000
Thereafter		1,500,000

Total	$	2,650,200

Notes Offerings

On January 13, 2011, we sold the 4.875% Notes in an underwritten public offering. The notes were issued at 99.62% of their principal amount. Total proceeds from this offering, after underwriters’ fees, expenses and debt issuance costs of $4.9 million, were approximately $642.6 million, and were used to fund a portion of the purchase price for our acquisition of BORCO (see Note 3). In connection with this offering, we settled a treasury lock agreement, which resulted in the receipt of a settlement of $0.5 million, which is being amortized as a reduction to interest expense over the ten-year term of the 4.875% Notes (see Note 15).

Bridge Loans

In December 2010, in connection with the proposed BORCO acquisition, we obtained a commitment from commercial banks for senior unsecured bridge loans in an aggregate amount up to $595 million (or up to $775 million in the event we purchased both First Reserve’s 80% interest and Vopak’s 20% interest in FRBCH) (the “Bridge Loans”). The commitment was to expire upon the earliest to occur of the termination date as defined in the BORCO sale and purchase agreement, the consummation of the BORCO acquisition, the termination of the BORCO sale and purchase agreement or 120 days after December 18, 2010. We paid $2.0 million of fees in December 2010 associated with these Bridge Loans. In January 2011, we terminated the Bridge Loans upon issuance of the 4.875% Notes.

Services Company ESOP Notes

At December 31, 2010, Services Company had total debt outstanding of $1.5 million consisting of 3.60% Senior Secured Notes due March 28, 2011 payable by the ESOP to a third-party lender, which was repaid on March 28, 2011.

Credit Facility

On September 26, 2011, Buckeye and its indirect wholly-owned subsidiary, Buckeye Energy Services LLC (“BES”), as borrowers, entered into a Revolving Credit Agreement (the “Credit Facility”) with SunTrust Bank, as administrative agent and other lenders to provide for a $1.25 billion senior unsecured revolving credit agreement of which we have a borrowing capacity of $1.25 billion and BES has a sublimit of $500.0 million. The Credit Facility’s maturity date is September 26, 2016, with an option to extend the term for two successive one-year periods and a $500.0 million accordion option to increase the commitments. Concurrently with the execution of the Credit Facility, Buckeye and BES borrowed $242.3 million and $320.2 million, respectively, and used the proceeds to repay all amounts outstanding under Buckeye’s senior unsecured revolving credit agreement dated November 13, 2006 (the “Prior BPL Credit Facility”) and BES’s amended and restated senior revolving credit agreement dates as of June 25, 2010 (the “BES Credit Facility”), respectively, and customary fees and expenses related to the Credit Facility. Buckeye and BES incurred debt issuance costs of approximately $3.6 million and $1.4 million, respectively, related to the Credit Facility. These costs were included in other non-current assets and are being amortized over the Credit Facility terms of five years.

Under the Credit Facility, interest accrues on advances at a 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 BES will also pay a fee based on our credit ratings on the actual daily unused amount of the aggregate commitments. At December 31, 2011, Buckeye and BES had $575.2 million in aggregate outstanding under the Credit Facility, of which BES classified $251.2 million as a current liability in our consolidated balance sheets as related funds are used to finance current working capital needs. The weighted average interest rate for borrowings under the Credit Facility was 1.7% at December 31, 2011.

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 5.00 to 1.00. This requirement is subject to a provision for increases to 5.50 to 1.00 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, 2011, our Funded Debt Ratio was approximately 4.6 to 1.00. At December 31, 2011, we were in compliance with the covenants under our Credit Facility.

At December 31, 2011 and 2010, we had committed $1.5 million and $1.4 million, respectively, in support of letters of credit. The obligations for letters of credit are not reflected as debt on our consolidated balance sheets.

Prior BPL Credit Facility

The Prior BPL Credit Facility provided a borrowing capacity of $580.0 million under an unsecured revolving credit agreement, which could have expanded up to $780.0 million subject to certain conditions and upon the further approval of the lenders. The Prior BPL Credit Facility had a maturity date of August 24, 2012.

As described above, Buckeye used the proceeds of the Credit Facility to repay its outstanding balance under the Prior BPL Credit Facility and terminated the Prior BPL Credit Facility on September 26, 2011. As a result of the termination of the Prior BPL Credit Facility, we expensed $0.3 million of unamortized deferred financing costs, which is reflected in Interest and debt expense in our consolidated statement of operations. As of December 31, 2010, Buckeye had an outstanding balance of $98.0 million under the Prior BPL Credit Facility.

BES Credit Facility

The BES Credit Facility provided for borrowings of up to $250.0 million with a maturity date of May 20, 2011. On June 25, 2010, BES amended and restated its credit agreement to increase the total commitments for borrowings available to BES up to $500.0 million and extend the maturity date to June 25, 2013. BES incurred $3.3 million of debt issuance costs related to the amendment, which was being amortized into interest expense over the term of the credit agreement.

As described above, BES used the proceeds of the Credit Facility to repay its outstanding balance under the BES Credit Facility and terminated the BES Credit Facility on September 26, 2011. As a result of the termination of the BES Credit Facility, we expensed $3.0 million, of unamortized deferred financing costs, which is reflected in Interest and debt expense in our consolidated statement of operations. As of December 31, 2010, BES had an outstanding balance of $284.3 million, which was classified as a current liability in our consolidated balance sheets. The BES outstanding balance was classified as current liabilities in our consolidated balance sheets as related funds were used to finance current working capital needs.