LONG-TERM DEBT

A summary of long-term debt is as follows (in thousands):



	September 30, 2012		September 30, 2011
Senior Notes, bearing fixed interest at 6.5% per annum	$	450,000	$	—
Credit Facility, bearing interest at approximately 3.2%⁽¹⁾ per annum at September 30, 2012 and 3.1%⁽¹⁾ per annum at September 30, 2011.	380,000		520,000
	$	830,000	$	520,000
(1) After the impact of our interest rate swaps.

Senior Notes

In January 2012, we issued $450 million aggregate principal amount of our 6.50% Senior Notes due 2020 (the “Notes”). We received net proceeds, after deducting underwriting discounts and offering expenses, of approximately $440 million. We used the net proceeds to reduce outstanding borrowings under our credit facility.

The Notes are our senior unsecured obligations and are not currently guaranteed by any of our subsidiaries. Interest is payable on the Notes semi-annually in arrears. The indenture governing the Notes contains provisions that limit our ability and the ability of our restricted subsidiaries to incur or guarantee additional indebtedness or issue preferred stock; pay dividends or make other restricted payments; sell assets; make investments; create liens; enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us; and consolidate, merge or transfer all or substantially all of our assets. Many of these restrictions will terminate if the Notes become rated investment grade. The indenture governing the Notes also contains customary events of default, including payment defaults; defaults for failure to comply with other covenants in the indenture; cross-acceleration and entry of final judgments in excess of $50.0 million; and certain events of bankruptcy, in certain cases subject to notice and grace periods. We are required to offer to repurchase the Notes in connection with specified change in control events or with excess proceeds of asset sales not applied for permitted purposes.

At any time prior to February 1, 2015, we may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price set forth in the indenture governing the Notes. At any time prior to February 1, 2016, we may, on any one or more occasions, redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount of the Notes redeemed plus a “make whole” premium. On and after February 1, 2016, we may, on any one or more occasions, redeem the Notes in whole or in part at the redemption price set forth in the indenture governing the Notes.

Revolving Credit Facility

As of September 30, 2012, we had $380 million of outstanding borrowings under our five-year $750 million senior secured revolving credit facility, which was entered into in May 2011. Our wholly-owned subsidiary, Atwood Offshore Worldwide Limited (“AOWL”), is the borrower under the credit facility, and we and certain of our other subsidiaries are guarantors under the facility. Borrowings under the credit facility bear interest at the Eurodollar rate plus a margin of 2.50%. Certain borrowings effectively bear interest at a fixed rate due to our interest rate swaps. See Note 6. The average interest rate for borrowings under the credit facility was approximately 3.2% per annum at September 30, 2012, after considering the impact of our interest rate swaps. The credit facility also provides for the issuance, when required, of standby letters of credit. The credit facility has a commitment fee of 1.0% per annum on the unused portion of the underlying commitment. As of September 30, 2012, we had standby letters of credit issued in the aggregate amount of $0.1 million. As of November 15, 2012, an additional $155 million had been borrowed under our credit facility subsequent to September 30, 2012, leaving $215 million of available borrowing capacity under the facility. Subject to the satisfaction of certain conditions precedent and the agreement by the lenders, the credit facility includes an "accordion" feature which, if exercised, will increase total commitments by up to $550 million, bringing the total commitment to $1.3 billion.

The credit facility contains various financial covenants that impose a maximum leverage ratio of 4.0 to 1.0, a debt to capitalization ratio of 0.5 to 1.0, a minimum interest expense coverage ratio of 3.0 to 1.0 and a minimum collateral maintenance of 150% of the aggregate amount outstanding under the credit facility. In addition, the credit facility contains limitations on our and certain of our subsidiaries' ability to incur liens; merge, consolidate or sell substantially all assets; pay dividends (including restrictions on AOWL's ability to pay dividends to us); incur additional indebtedness; make advances, investments or loans; and transact with affiliates. The credit facility also contains customary events of default, including but not limited to delinquent payments, bankruptcy filings, material adverse judgments, guarantees or security documents not being in full effect, non-compliance with the Employee Retirement Income Security Act of 1974, cross-defaults under other debt agreements, or a change of control. The credit facility is secured primarily by first preferred mortgages on six of our active drilling units (the Atwood Aurora, the Atwood Beacon, the Atwood Eagle, the Atwood Falcon, the Atwood Hunter, and the Atwood Osprey), as well as liens on the equity interests of our subsidiaries that own, directly or indirectly, such drilling units. In addition, if we exercise the accordion feature and increase the total commitments, the credit facility requires that we provide a first preferred mortgage on the Atwood Condor, the Atwood Mako and the Atwood Manta, as well as a lien on the equity interests of our subsidiaries that own, directly or indirectly, such rigs. We were in compliance with all financial covenants under the credit facility at September 30, 2012.

As of September 30, 2012, five $50.0 million notional interest rate swap agreements were in effect to fix the interest rate on $250 million of our borrowings under the credit facility at approximately 3.4% through September 2014.