(8) Long-Term Debt:

The activity in our long-term debt from December 31, 2013 to September 30, 2014 is summarized as follows:



			Nine months ended
			September 30, 2014						Interest
									Rate at
	December 31,		Payments		New		September 30,		September 30,
($ in thousands)	2013		and Retirements		Borrowings		2014		2014 *

Senior Unsecured Debt	$	8,107,066	$	(243,125)	$	1,550,000	$	9,413,941	7.77%
Other Secured Debt		13,550		(1,344)		10,801		23,007	3.71%
Rural Utilities Service Loan Contracts		8,930		(311)		-		8,619	6.15%
Total Long-Term Debt	$	8,129,546	$	(244,780)	$	1,560,801	$	9,445,567	7.76%

Less: Debt (Discount)/Premium		2,037						2,570
Less: Current Portion		(257,916)						(262,534)
	$	7,873,667					$	9,185,603

* Interest rate includes amortization of debt issuance costs and debt premiums or discounts. The interest rates at September 30, 2014 represent a weighted average of multiple issuances.

Additional information regarding our Senior Unsecured Debt is as follows:



($ in thousands)	September 30, 2014			December 31, 2013

	Principal		Interest	Principal		Interest
	Outstanding		Rate	Outstanding		Rate

Senior Notes and Debentures Due:
5/1/2014		-	-		200,000	8.250%
3/15/2015		105,026	6.625%		105,026	6.625%
4/15/2015		96,872	7.875%		96,872	7.875%
10/14/2016 *		416,875	3.035% (Variable)		460,000	3.045% (Variable)
4/15/2017		606,874	8.250%		606,874	8.250%
10/1/2018		582,739	8.125%		582,739	8.125%
3/15/2019		434,000	7.125%		434,000	7.125%
4/15/2020		1,021,505	8.500%		1,021,505	8.500%
7/1/2021		500,000	9.250%		500,000	9.250%
9/15/2021		775,000	6.250%		-	-
4/15/2022		500,000	8.750%		500,000	8.750%
1/15/2023		850,000	7.125%		850,000	7.125%
4/15/2024		750,000	7.625%		750,000	7.625%
1/15/2025		775,000	6.875%		-	-
11/1/2025		138,000	7.000%		138,000	7.000%
8/15/2026		1,739	6.800%		1,739	6.800%
1/15/2027		345,858	7.875%		345,858	7.875%
8/15/2031		945,325	9.000%		945,325	9.000%
10/1/2034		628	7.680%		628	7.680%
7/1/2035		125,000	7.450%		125,000	7.450%
10/1/2046		193,500	7.050%		193,500	7.050%
		9,163,941			7,857,066
Subsidiary Senior Notes and Debentures Due:
2/15/2028		200,000	6.730%		200,000	6.730%
10/15/2029		50,000	8.400%		50,000	8.400%
Total	$	9,413,941	7.59% **	$	8,107,066	7.78% **

* Represents borrowings under the 2011 CoBank Credit Agreement, as defined below.

** Interest rate represents a weighted average of the stated interest rates of multiple issuances.

On September 17, 2014, the Company completed a registered debt offering of $775.0 million aggregate principal amount of 6.250% senior unsecured notes due 2021, and $775.0 million aggregate principal amount of 6.875% senior unsecured notes due 2025. We received net proceeds, after deducting underwriting fees, of $1,519.0 million from the offering which were included in restricted cash as of September 30, 2014. The Company used the net proceeds from the offering of the notes, together with borrowings under the 2014 CoBank Credit Agreement, as defined below, and cash on hand, to finance the AT&T Transaction, which closed on October 24, 2014. See Note 3 for further discussion of the AT&T Transaction.

During the first nine months of 2014, we also entered into secured financings totaling $10.8 million with four year terms and no stated interest rate for certain equipment purchases.

On December 16, 2013, we signed a commitment letter for a bridge loan facility (the Bridge Facility) and recognized interest expense related to this commitment of $7.5 million and $22.5 million during the three and nine months ended September 30, 2014. On January 29, 2014, we entered into a bridge loan agreement (the Bridge Loan Agreement) with the Lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.

On July 16, 2014, the Bridge Facility was reduced by $350.0 million following execution of the 2014 CoBank Credit Agreement, as defined below. On September 17, 2014, the Bridge Loan Agreement was terminated upon consummation of the registered debt offering referred to above.

On June 2, 2014, the Company entered into a credit agreement with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto, for a $350.0 million senior unsecured delayed draw term loan facility (the 2014 CoBank Credit Agreement). The facility was drawn upon closing of the AT&T Transaction with proceeds used to partially finance the acquisition. The maturity date is the fifth anniversary of the draw date. Repayment of the outstanding principal balance will be made in quarterly installments in the amount of $8.8 million, commencing one full fiscal quarter after the draw date, with the remaining outstanding principal balance to be repaid on the maturity date. Borrowings under the 2014 CoBank Credit Agreement will bear interest based on the margins over the Base Rate (as defined in the 2014 CoBank Credit Agreement) or LIBOR, at the election of the Company. Interest rate margins under the facility (ranging from 0.875% to 2.875% for Base Rate borrowings and 1.875% to 3.875% for LIBOR borrowings) are subject to adjustments based on the Total Leverage Ratio of the Company, as such term is defined in the 2014 CoBank Credit Agreement.

On June 2, 2014, the Company entered into a new revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties named therein (the New Revolving Credit Agreement), for a $750.0 million revolving credit facility (the New Revolving Credit Facility) with a scheduled termination date of May 31, 2018 and terminated its existing revolving credit facility (the Prior Revolving Credit Facility) under the Credit Agreement, dated as of May 3, 2013, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties named therein (the Prior Revolving Credit Agreement). As of September 30, 2014, the New Revolving Credit Facility was fully available and no borrowings had been made thereunder. Associated commitment fees under the New Revolving Credit Facility will vary from time to time depending on the Company’s debt rating (as defined in the New Revolving Credit Agreement) and were 0.450% per annum as of September 30, 2014. During the term of the New Revolving Credit Facility, the Company may borrow, repay and reborrow funds, and may obtain letters of credit, subject to customary borrowing conditions. Loans under the New Revolving Credit Facility will bear interest based on the alternate base rate or the adjusted LIBO Rate (each as determined in the New Revolving Credit Agreement), at the Company’s election, plus a margin based on the Company’s debt rating (ranging from 0.50% to 1.50% for alternate base rate borrowings and 1.50% to 2.50% for adjusted LIBO Rate borrowings). The current pricing on this facility would have been 1.00% or 2.00%, respectively, as of September 30, 2014. Letters of credit issued under the New Revolving Credit Facility will also be subject to fees that vary depending on the Company’s debt rating. The New Revolving Credit Facility is available for general corporate purposes but may not be used to fund dividend payments. The terms of the New Revolving Credit Facility are substantially similar to the terms of the Prior Revolving Credit Facility.

The Company has a credit agreement with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto, for a $575.0 million senior unsecured term loan facility with a final maturity of October 14, 2016 (the 2011 CoBank Credit Agreement). The entire facility was drawn upon execution of the 2011 CoBank Credit Agreement in October 2011. Repayment of the outstanding principal balance is made in quarterly installments in the amount of $14.4 million, which commenced on March 31, 2012, with the remaining outstanding principal balance to be repaid on the final maturity date. Borrowings under the 2011 CoBank Credit Agreement bear interest based on the margins over the Base Rate (as defined in the 2011 CoBank Credit Agreement) or LIBOR, at the election of the Company. Interest rate margins under the facility (ranging from 0.875% to 2.875% for Base Rate borrowings and 1.875% to 3.875% for LIBOR borrowings) are subject to adjustments based on the Total Leverage Ratio of the Company, as such term is defined in the 2011 CoBank Credit Agreement. The current pricing on this facility is LIBOR plus 2.875%.

As of September 30, 2014, we were in compliance with all of our debt and credit facility financial covenants.

Principal payments for our currently outstanding debt for the next five years are as follows as of September 30, 2014:



	Principal
($ in thousands)	Payments

2014 (remaining three months)	$	15,161
2015	$	262,541
2016	$	348,167
2017	$	610,075
2018	$	583,948
2019	$	434,565