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Long-Term Debt and Other Borrowings
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements [Abstract]  
Long-Term Debt and Other Borrowings
NOTE G – LONG-TERM DEBT AND OTHER BORROWINGS
 
We believe TETRA's capital structure and CCLP's capital structure should be considered separately, as there are no cross default provisions, cross collateralization provisions, or cross guarantees between CCLP's debt and TETRA's debt.

Long-term debt consists of the following: 
 
 
 
December 31,
2016
 
December 31,
2015
 
 
 
(In Thousands)
TETRA
 
Scheduled Maturity
 
 
 
Bank revolving line of credit facility (presented net of the unamortized deferred financing costs of $2.3 million as of December 31, 2016 and $1.3 million as of December 31, 2015)
 
September 30, 2019
$
3,229

 
$
21,572

5.09% Senior Notes, Series 2010-A (presented net of unamortized deferred financing costs of $0.1 million as of December 31, 2015)
 
December 15, 2017

 
46,809

5.67% Senior Notes, Series 2010-B (presented net of unamortized deferred financing costs of $0.1 million as of December 31, 2015)
 
December 15, 2020

 
17,964

4.00% Senior Notes, Series 2013 (presented net of unamortized deferred financing costs of $0.2 million as of December 31, 2015)
 
April 29, 2020

 
34,753

11.00% Senior Note, Series 2015 (presented net of the unamortized discount of $4.4 million as of December 31, 2016 and $4.9 million as of December 31, 2015 and net of unamortized deferred financing costs of $4.2 million as of December 31, 2016 and $3.2 million as of December 31, 2015)
 
November 5, 2022
116,411

 
116,837

Senior Secured Notes (presented net of unamortized deferred financing costs of $1.4 million as of December 31, 2015)
 
April 1, 2019

 
48,635

Other
 
 

 
50

TETRA total debt
 
 
119,640

 
286,620

Less current portion
 
 

 
(50
)
TETRA total long-term debt
 
 
$
119,640

 
$
286,570

 
 
 
 
 
 
CCLP
 
 
 
 

CCLP Bank Credit Facility (presented net of the unamortized deferred financing costs of $4.5 million as of December 31, 2016 and $5.4 million as of December 31, 2015)
 
August 4, 2019
217,467

 
229,555

CCLP 7.25% Senior Notes (presented net of the unamortized discount of $3.3 million as of December 31, 2016 and $4.5 million as of December 31, 2015 and net of unamortized deferred financing costs of $6.0 million as of December 31, 2016 and $8.4 million as of December 31, 2015)
 
August 15, 2022
286,623

 
337,103

CCLP total debt
 
 
504,090

 
566,658

Less current portion
 
 

 

CCLP total long-term debt
 
 
504,090

 
566,658

Consolidated total long-term debt
 
 
$
623,730

 
$
853,228



Scheduled maturities for the next five years and thereafter are as follows:
 
 
December 31, 2016
 
 
(In Thousands)
 
 
TETRA
 
CCLP
 
Consolidated
2017
 
$

 
$

 
$

2018
 

 

 

2019
 
3,229

 
217,467

 
220,696

2020
 

 

 

2021
 

 

 

Thereafter
 
116,411

 
286,623

 
403,034

Total maturities
 
$
119,640

 
$
504,090

 
$
623,730




As a result of the retrospective adoption of ASU 2015-03 during the three months ended March 31, 2016, deferred financing costs of $20.2 million at December 31, 2015 were reclassified out of long-term other assets and are netted against the carrying values of the bank credit facilities and senior notes of TETRA and CCLP. As of December 31, 2016, long-term debt is presented net of deferred financing costs of $17.0 million. In addition, amortization of deferred financing costs of $4.0 million for the year ended December 31, 2015 were reclassified from Other Expense, net, to Interest Expense, net, in the accompanying consolidated statements of operations. As of the year ended December 31, 2016, $4.1 million of financing costs were expensed in interest expense.

As of December 31, 2016, TETRA (excluding CCLP) had an outstanding balance on its Credit Agreement of $5.6 million, and had $5.3 million in letters of credit against the revolving credit facility, leaving a net availability of $189.2 million. As of December 31, 2016, CCLP had a balance outstanding under the CCLP Credit Agreement of $222.0 million, had $8.0 million letters of credit outstanding, leaving a net availability under the CCLP Credit Agreement of $85.0 million. Availability under each of the TETRA Credit Agreement and the CCLP Credit Agreement is subject to compliance with the covenants and other provisions in the respective credit agreements that may limit borrowings thereunder. In addition, as of the November 2016 amendment to the CCLP Credit Agreement, availability under the CCLP Credit Agreement is also subject to a borrowing base limitation. See below for further discussion of the CCLP Credit Agreement.

As described below, we and CCLP are in compliance with all covenants of our respective credit agreements and senior note agreements as of December 31, 2016.

The following discussion is not a complete description of our or CCLP's long-term debt agreements or amendments and is qualified in its entirety by reference to the full text of the complete amendment and amendment, which are filed as an exhibit to our and CCLP's filings with the Securities and Exchange Commission ("SEC").

Our Long-Term Debt

Our Bank Credit Agreement. Under the Credit Agreement, as amended, which matures on September 30, 2019, borrowings generally bear interest at the British Bankers Association LIBOR rate plus 2.50% to 4.25%, depending on one of our financial ratios. We pay a commitment fee ranging from 0.35% to 1.00% on unused portions of the facility. All obligations under the Credit Agreement and the guarantees of such obligations are secured by first-lien security interests in substantially all of our assets and the assets of our subsidiaries other than CCLP and its subsidiaries (limited, in the case of foreign subsidiaries, to 66% of the voting stock or equity interests of first-tier foreign subsidiaries). Such security interests are for the benefit of the lenders of the Credit Agreement as well as the holder of our 11% Senior Note. In addition, the Credit Agreement includes limitations on aggregate asset sales, individual acquisitions, and aggregate annual acquisitions and capital expenditures.

Our Credit Agreement contains customary covenants and other restrictions, including certain financial ratio covenants based on our levels of debt and interest cost compared to a defined measure of operating cash flows ("EBITDA") over a twelve month period. Access to our revolving credit line is dependent upon our compliance with the financial ratio covenants set forth in the Credit Agreement. Consolidated net earnings under the credit facility is defined as the aggregate of our net income (or loss) and our consolidated restricted subsidiaries (which does not include CCLP), including cash dividends and distributions (not the return of capital) received from persons other than consolidated restricted subsidiaries (including CCLP) and after allowances for taxes for such period determined on a consolidated basis in accordance with U.S. generally accepted accounting principles ("GAAP"), excluding certain items more specifically described therein. The Credit Agreement includes cross-default provisions relating to any other indebtedness (excluding indebtedness of CCLP) greater than a defined amount. Our Credit Agreement also contains a covenant that restricts us from paying dividends in the event of a default or if such payment would result in an event of default.

On July 1, 2016, we entered into an amendment (the "Fourth Amendment") of our Credit Agreement that replaced and modified certain covenants in the Credit Agreement. Pursuant to the Fourth Amendment, the interest charge coverage ratio covenant was deleted and replaced with a fixed charge coverage ratio covenant. The fixed charge coverage ratio may not be less than 1.25 to 1 as of the end of any fiscal quarter. The Fourth Amendment also amended the consolidated leverage ratio covenant, which was further amended in December 2016. (See discussion below.) In addition, subsequent to the Fourth Amendment, borrowings will bear interest at the British Bankers Association LIBOR rate plus 2.25% to 4.00%, or an alternate base rate plus 0.00% to 1.00%, in each case dependent on our consolidated leverage ratio, and the commitment fee on unused portions of the facility will range from 0.35% to 0.75%, also dependent on our consolidated leverage ratio. The Fourth Amendment also resulted in additional modifications, including a requirement that all obligations under the Credit Agreement and the guarantees of such obligations be secured by first-lien security interests in substantially all of our assets and the assets of our subsidiaries (limited, in the case of foreign subsidiaries, to 66% of the voting stock or equity interests of first-tier foreign subsidiaries). Such security interests are for the benefit of the lenders of the Credit Agreement as well as the holder of our 11% Senior Note. Pursuant to the Fourth Amendment, bank fees and other financing costs of $0.8 million were deferred, netting against the carrying value of the amount outstanding.

On December 22, 2016, we entered into an amendment (the "Fifth Amendment") of our Credit Agreement that replaced and modified certain covenants. Pursuant to the Fifth Amendment, the consolidated leverage ratio may not exceed (a) 5.00 to 1 at the end of fiscal quarters ending during the period from and including March 31, 2017 through and including December 31, 2017, (b) 4.75 to 1 at the end of fiscal quarters ending March 31, 2018 and June 30, 2018, (c) 4.50 to 1 at the end of fiscal quarters ending September 30, 2018 and December 31, 2018, and (d) 4.00 to 1 at the end of each of the fiscal quarters thereafter. The Fifth Amendment provides that no consolidated leverage ratio covenant is applicable for the fiscal quarter ending December 31, 2016. In addition, the Fifth Amendment provides for the reduction of the maximum aggregate lender commitments from $225 million to $200 million, along with various other changes that can be found in the Fifth Amendment. Borrowings under our Credit Agreement following the Fifth Amendment generally bear interest at the British Bankers Association LIBOR rate, or an alternate base rate, in each case plus 2.50% to 4.25%, depending on our consolidated leverage ratio. We pay a commitment fee ranging from 0.35% to 1.00% on unused portions of the facility, also depending on our consolidated leverage ratio. Pursuant to the Fifth Amendment, bank fees and other financing costs of $0.8 million were deferred, netting against the carrying value of the amount outstanding. As a result of the reduction of the aggregate lender commitments pursuant to the Fifth Amendment, unamortized deferred finance costs of $0.2 million were charged to interest expense during the year ended December 31, 2016.

The weighted average interest rate on borrowings outstanding under the Credit Agreement as of December 31, 2016, was 3.75% per annum. At December 31, 2016, our consolidated leverage ratio was 3.47 to 1 (compared to 1.86 to1 at December 31, 2015). There is no leverage ratio requirement as of December 31, 2016 as a result of the Fifth Amendment of the Credit Agreement. Our fixed charge coverage ratio as of December 31, 2016 was 1.34 to 1 (compared to a 1.25 to 1 minimum required under the Credit Agreement).

Our Senior Notes

11% Senior Note. As of December 31, 2016, our senior notes consist of the 11% Senior Note that was issued and sold in November 2015 pursuant to our 11% Senior Note Agreement with GSO Tetra Holdings LP ("GSO") whereby we issued and sold $125.0 million in principal amount of our 11% Senior Note (the "11% Senior Note"). Immediately after the closing and funding, we applied a portion of the $119.7 million proceeds from the sale of the 11% Senior Note (consisting of $125.0 million aggregate principal amount net of a $5.0 million discount and certain financing costs) to repay all of the indebtedness for borrowed money outstanding under our Credit Agreement. In December 2015, we applied the remaining portion of the proceeds, together with other funds to (i) pay the $25.0 million purchase price for 2010 Senior Notes accepted for purchase pursuant to a tender offer that commenced on November 5, 2015 (the "2015 Tender Offer"), (ii) prepay in full other senior note indebtedness, and (iii) pay other fees and expenses associated with the transactions contemplated under the 11% Senior Note Agreement.

The 11% Senior Note bears interest at the fixed rate of 11.0% and mature on November 5, 2022. Interest on the 11% Senior Note is due quarterly on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2016. We may prepay the 11% Senior Note, in whole or in part at a prepayment price equal to (i) prior to November 20, 2018, 100% of the principal amount so prepaid, plus accrued and unpaid interest and a “make-whole” prepayment amount, (ii) during the period commencing on November 20, 2018, and ending on November 19, 2019, 104% of the principal amount so prepaid, plus accrued and unpaid interest, (iii) during the period commencing on November 20, 2019 and ending on November 19, 2020, 102% of the principal amount so prepaid, plus accrued and unpaid interest, (iv) during the period commencing on November 20, 2020, and ending on November 19, 2021, 101% of the principal amount so prepaid, plus accrued and unpaid interest, and (v) on or after November 20, 2021, 100% of the principal amount so prepaid, plus accrued and unpaid interest.

The 11% Senior Note is guaranteed by substantially all of our wholly owned U.S. subsidiaries. The 11% Senior Note Agreement contains customary covenants that limit our ability and the ability of certain of our restricted subsidiaries to, among other things: incur or guarantee additional indebtedness; incur or create liens; merge or consolidate or sell substantially all of our assets; engage in a different business; enter into transactions with affiliates; and make certain payments. In addition, the 11% Senior Note Agreement requires us to maintain certain financial ratios, including a maximum leverage ratio (ratio of debt and letters of credit outstanding to a defined measure of earnings). The maximum leverage ratio is further defined in our 11% Senior Note Agreement. Consolidated net earnings under the 11% Senior Note Agreement is the aggregate of our net income (or loss) and our consolidated restricted subsidiaries, including cash dividends and distributions (not the return of capital) received from persons other than consolidated restricted subsidiaries (such as CCLP) and after allowances for taxes for such period determined on a consolidated basis in accordance with U.S. GAAP, excluding certain items more specifically described therein. CCLP is an unrestricted subsidiary and is not a borrower or a guarantor under our 11% Senior Note Agreement.

The 11% Senior Note Agreement includes cross-default provisions relating to other indebtedness (excluding CCLP) greater than a defined amount. Upon the occurrence and during the continuation of an event of default under the 11% Senior Note Agreement, the 11% Senior Note may become immediately due and payable, either automatically or by declaration of holders of more than 50% in principal amount of the 11% Senior Note at the time outstanding.

On July 1, 2016, we entered into an Amended and Restated Note Purchase Agreement (the "Amended and Restated 11% Senior Note Agreement") with GSO to amend and replace the previous note purchase agreement. The Amended and Restated 11% Senior Note Agreement contains customary default provisions, as well as cross-default provisions. In addition, the Amended and Restated 11% Senior Note Agreement required a minimum fixed charge coverage ratio at the end of any fiscal quarter of 1.1 to 1. The Amended and Restated 11% Senior Note Agreement also amended the consolidated leverage ratio covenant, which was further amended in December 2016 (see discussion below). Pursuant to the Amended and Restated 11% Senior Note Agreement, the 11% Senior Note is secured by first-lien security interests in substantially all of our assets and the assets of our subsidiaries. See the above discussion of our Credit Agreement for a description of these security interests. The 11% Senior Note is pari passu in right of payment with all borrowings under the Credit Agreement and rank at least pari passu in right of payment with all other outstanding indebtedness. The Amended and Restated 11% Senior Note Agreement contains customary covenants that limit our ability to, among other things; incur or guarantee additional indebtedness; incur or create liens; merge or consolidate or sell substantially all of our assets; engage in a different business; enter into transactions with affiliates; and make certain payments as set forth in the Amended and Restated 11% Senior Note Agreement. Pursuant to the Amended and Restated 11% Senior Note Agreement, lender fees and other financing costs of $1.3 million were deferred, netting against the carrying value of the amount outstanding.

On December 22, 2016, we entered into a First Amendment to Amended and Restated 11% Senior Note Purchase Agreement (the “Amended and Restated 11% Senior Note Agreement Amendment”) with GSO. The Amended and Restated 11% Senior Note Agreement Amendment replaced and modified certain financial covenants in the Amended and Restated 11% Senior Note Agreement by providing that 1) the minimum fixed charge coverage ratio be increased to 1.25 to 1 as of the end of any fiscal quarter; 2) the ratio of consolidated funded indebtedness to EBITDA may not exceed (a) 5.00 to 1 at the end of fiscal quarters ending during the period from and including March 31, 2017 through and including December 31, 2017, (b) 4.75 to 1 at the end of fiscal quarters ending March 31, 2018 and June 30, 2018, (c) 4.50 to 1 at the end of fiscal quarters ending September 30, 2018 and December 31, 2018, and (d) 4.00 to 1 at the end of fiscal quarters ending thereafter. The Amended and Restated 11% Senior Note Agreement Amendment provides that no consolidated leverage ratio is applicable for the fiscal quarter ended December 31, 2016. Pursuant to the Amended and Restated 11% Senior Note Agreement Amendment, lender fees and other financing costs of $0.4 million were deferred, netting against the carrying value of the amount outstanding.
At December 31, 2016, our consolidated funded indebtedness to EBITDA ratio was 3.47 to 1 (compared to 1.86 to 1 at December 31, 2015). There is no consolidated funded indebtedness ratio requirement as of December 31, 2016 as a result of the Amended and Restated 11% Senior Note Agreement. At December 31, 2016, our fixed charge coverage ratio was 1.34 to 1 (compared to a 1.25 minimum required under the Amended and Restated 11% Senior Note Agreement).

Other Senior Notes. In April 2015, we utilized the proceeds from the issuance of the Senior Secured Notes (see discussion below) along with borrowings under our Credit Agreement to repay other senior note indebtedness. In December 2015, we prepaid in full all amounts owed in respect of the outstanding Series 2006-A Senior Notes, due April 30, 2016, including a $1.6 million "make-whole" prepayment premium in accordance with the Master Note Purchase Agreement. This "make-whole" prepayment premium was charged to Other Expense in the accompanying statement of operations.

In December 2015, and pursuant to a tender offer that commenced on November 5, 2015 (the "2015 Tender Offer"), we purchased for cash $25.0 million aggregate principal amount of certain of the outstanding 2010 Senior Notes, consisting of $18.1 million of the Series 2010-A Senior Notes and $6.9 million of the Series 2010-B Senior Notes. The offered consideration for 2010 Senior Notes was an amount of cash equal to $100,000 per $100,000 principal amount of 2010 Senior Notes tendered prior to December 7, 2015, and accepted for purchase by us, plus accrued and unpaid interest.

In May 2016, and pursuant to tender offers (the “2016 Tender Offers”) to purchase for cash any and all of the outstanding Series 2010-A Senior Notes, Series 2010-B Senior Notes, and Series 2013 Senior Notes (together the "Tender Offer Senior Notes"), we purchased Tender Offer Senior Notes in an aggregate principal amount of $100.0 million, representing the total outstanding principal amount of the Tender Offer Senior Notes.

On April 30, 2015, we issued and sold $50.0 million aggregate principal amount of Senior Secured Notes due April 1, 2017 (the "Senior Secured Notes"). On November 5, 2015, we entered into the Second Amendment (the “Second Amendment”) to the Note Purchase Agreement that, conditioned upon the closing and funding of the issuance of the 11% Senior Note, (i) provided for the extension of the maturity date of the Senior Secured Notes from April 1, 2017 to April 1, 2019, (ii) amended certain definitions in the Note Purchase Agreement and (iii) required us to pay an extension fee. Prior to June 2016, we repaid an aggregate principal amount of $20.0 million of the amount outstanding under the Senior Secured Notes. In June 2016, and following the issuance of 11.5 million shares of our common stock, we utilized a portion of the $60.4 million of net proceeds to repay the remaining $30.0 million outstanding under our Senior Secured Notes. See Note K - "Capital Stock" for further discussion of stock issuances during 2016. In connection with the repayment of the Senior Secured Notes, $1.1 million of remaining unamortized deferred finance costs were charged to Other Expense during the year ended December 31, 2016.

CCLP Long-Term Debt

CCLP Bank Credit Facility

CCLP Credit Agreement. The CCLP Credit Agreement is available to provide CCLP's working capital needs, letters of credit, and for general partnership purposes, including capital expenditures and potential future expansions or acquisitions. The CCLP Credit Agreement provides that CCLP can make distributions to holders of its common units, but only if there is no default or event of default under the facility and CCLP maintains excess availability of $30.0 million under the CCLP Credit Agreement. Borrowings under the CCLP Credit Agreement, which matures on August 4, 2019, bear interest at a rate per annum equal to, at CCLP's option, either (a) LIBOR (adjusted to reflect any required bank reserves) for an interest period equal to one, two, three, or six months (as selected by CCLP), plus a leverage-based margin that ranges between 2.00% and 3.25% per annum or (b) a base rate plus a leverage-based margin that ranges between 1.00% and 2.25% per annum; such base rate shall be determined by reference to the highest of (1) the prime rate of interest per annum announced from time to time by Bank of America, N.A., (2) the Federal Funds rate plus 0.50% per annum, and (3) LIBOR (adjusted to reflect any required bank reserves) for a one month interest period on such day plus 1.00% per annum. In addition to paying interest on outstanding principal under the CCLP Credit Agreement, CCLP is required to pay a commitment fee ranging from 0.35% to 0.50% per annum in respect of the unutilized commitments. CCLP is also required to pay a customary letter of credit fee equal to the applicable margin on revolving credit LIBOR loans, fronting fees, and other fees, agreed to with the administrative agent and lenders.

Under the CCLP Credit Agreement, CCLP and CSI Compressco Sub Inc. are named as the borrowers, and all obligations under the CCLP Credit Agreement are guaranteed by all of CCLP's existing and future, direct and indirect, domestic restricted subsidiaries (other than domestic subsidiaries that are wholly owned by foreign subsidiaries). We are not a borrower or a guarantor under the CCLP Credit Agreement. The CCLP Credit Agreement includes customary covenants that, among other things, limit CCLP's ability to incur additional debt, incur, or permit certain liens to exist, or make certain loans, investments, acquisitions, or other restricted payments. The CCLP Credit Agreement includes a maximum credit commitment of $315 million and included within the maximum amount is availability for letters of credit (with a sublimit of $20.0 million) and swingline loans (with a sublimit of $60.0 million). The amount of borrowings under the CCLP Credit Agreement is subject to certain limitations, including a borrowing base calculation as described below and borrowing limitations as a result of financial covenants. During the year ended December 31, 2014, CCLP incurred financing costs of approximately $7.0 million related to the CCLP Credit Agreement. These costs are being amortized over the term of the CCLP Credit Agreement. Also during 2014, approximately $0.8 million of unamortized deferred financing costs associated with the previous CCLP credit agreement was charged to interest expense.

On May 25, 2016, CCLP entered into an amendment (the "CCLP Third Amendment") to the CCLP Credit Agreement that, among other things, modified certain financial covenants in the CCLP Credit Agreement. As discussed below, these financial covenants were further amended in November 2016. In addition, the CCLP Third Amendment provided for other changes related to the CCLP Credit Agreement including, among other amendments (i) reducing the maximum aggregate lender commitments from $400.0 million to $340.0 million, (ii) increasing the applicable margin by 0.25% with a range between 2.00% and 3.00% per annum for LIBOR-based loans and 1.00% to 2.00% per annum for base-rate loans, based on the applicable consolidated total leverage ratio, and (iii) imposing a requirement that CCLP uses designated consolidated cash and cash equivalent balances in excess of $35.0 million to prepay the loans. As a result of the reduction of the maximum lender commitment pursuant to the CCLP Third Amendment, unamortized deferred finance costs of $0.7 million were charged to interest expense during the year ended December 31, 2016. Pursuant to the CCLP Third Amendment, bank fees of $0.7 million were incurred during the year ended December 31, 2016 and were deferred, netting against the carrying value of the amount outstanding under the CCLP Credit Agreement.

On November 3, 2016, CCLP entered into an additional amendment (the "CCLP Fourth Amendment") to the CCLP Credit Agreement that, among other changes, further modified certain covenants in the CCLP Credit Agreement. The CCLP Fourth Amendment converted the CCLP Credit Agreement from a secured revolving credit facility into an asset-based revolving credit facility ("ABL Facility"). Borrowings under the CCLP Credit Agreement, as amended, may not exceed a borrowing base equal to the sum of (i) 80% of the aggregate net amount of our eligible accounts receivable, plus (ii) 20% of the aggregate value of any eligible parts inventory, in the event we elect to include eligible parts inventory pursuant to a notice to the administrative agent, plus (iii) 80% of the net in-place eligible compressor equipment, decreased each month by the amount of associated depreciation expense, plus (iv) 80% of the cost of new eligible compressor equipment, and minus (v) the amount of any reserves established by the administrative agent in its discretion. In addition, the CCLP Fourth Amendment imposed other requirements, including requirements related to borrowing base reporting on a monthly basis and provisions to permit periodic appraisal and inspection of collateral assets. Pursuant to the CCLP Fourth Amendment, certain additional restrictive provisions ("cash dominion provisions") are imposed if an event of default has occurred and is continuing or excess availability under the ABL Facility falls below $30.0 million. The CCLP Fourth Amendment modified certain covenants as follows: (i) the consolidated total leverage ratio may not exceed (a) 5.75 to 1 as of September 30, 2016, (b) 5.95 to 1 as of the fiscal quarters ended December 31, 2016 through June 30, 2018; (c) 5.75 to 1 as of September 30, 2018 and December 31, 2018; and (d) 5.50 to 1 as of March 31, 2019 and thereafter; (ii) the consolidated secured leverage ratio may not exceed (a) 3.25 to 1 as of the fiscal quarters ended September 30, 2016 through June 30, 2018; and (b) 3.50 to 1 as of September 30, 2018 and thereafter; and (iii) the consolidated interest coverage ratio may not fall below (a) 2.25 to 1 as of the fiscal quarters ended September 30, 2016 through June 30, 2018; (b) 2.50 to 1 as of September 30, 2018 and December 31, 2018; and (c) 2.75 to 1 as of March 31, 2019 and thereafter. In addition, the CCLP Fourth Amendment reduced the maximum aggregate lender commitments from $340.0 million to $315.0 million. The CCLP Fourth Amendment provides for an increase in the applicable margin by 0.25% in the event the consolidated leverage ratio exceeds 5.50 to 1, resulting in a range for the applicable margin between 2.00% and 3.25% per annum for LIBOR-based loans and 1.00% to 2.25% per annum for base-rate loans, according to the consolidated total leverage ratio. As a result of the further reduction of the aggregate lender commitments pursuant to the CCLP Fourth Amendment, unamortized deferred finance costs of $0.3 million were charged to interest expense during the year ended December 31, 2016. Pursuant to the CCLP Fourth Amendment, bank fees of $0.8 million were incurred during the year ended December 31, 2016 and were deferred, netting against the carrying value of the amount outstanding under the CCLP Credit Agreement.

The weighted average interest rate on borrowings outstanding under the CCLP Credit Agreement as of December 31, 2016, was 3.45% per annum. At December 31, 2016, CCLP's consolidated total leverage ratio was 5.40 to 1 (compared to 5.95 to 1 maximum allowed under the CCLP Credit Agreement), its consolidated secured leverage ratio was 2.35 to 1 (compared to 3.25 to 1 maximum allowed under the CCLP Credit Agreement), and its consolidated interest coverage ratio was 3.13 to 1 (compared to a 2.25 to 1 minimum required under the CCLP Credit Agreement). The consolidated total leverage ratio and the consolidated secured leverage ratio, as both are calculated under the CCLP Credit Agreement, exclude the long-term liability for the CCLP Preferred Units in the determination of total indebtedness.

CCLP 7.25% Senior Notes

The obligations under the 7.25% Senior Notes are jointly and severally, and fully and unconditionally, guaranteed on a senior unsecured basis by each of CCLP’s domestic restricted subsidiaries (other than CSI Compressco Finance) that guarantee CCLP’s other indebtedness (the "Guarantors" and together with the Issuers, the "Obligors"). The CCLP 7.25% Senior Notes and the subsidiary guarantees thereof (together, the "CCLP Securities") were issued pursuant to an indenture described below.

The Obligors issued the CCLP Securities pursuant to the Indenture dated as of August 4, 2014, (the "Indenture") by and among the Obligors and U.S. Bank National Association, as trustee (the "Trustee"). The CCLP 7.25% Senior Notes accrue interest at a rate of 7.25% per annum. Interest on the CCLP 7.25% Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The CCLP 7.25% Senior Notes are scheduled to mature on August 15, 2022.

The Indenture contains customary covenants restricting CCLP’s ability and the ability of its restricted subsidiaries to: (i) pay dividends and make certain distributions, investments and other restricted payments; (ii) incur additional indebtedness or issue certain preferred shares; (iii) create certain liens; (iv) sell assets; (v) merge, consolidate, sell or otherwise dispose of all or substantially all of its assets; (vi) enter into transactions with affiliates; and (vii) designate its subsidiaries as unrestricted subsidiaries under the Indenture. The Indenture also contains customary events of default and acceleration provisions relating to such events of default, which provide that upon an event of default under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the CCLP 7.25% Senior Notes then outstanding may declare all amounts owing under the CCLP 7.25% Senior Notes to be due and payable.

During September and October 2016, CCLP repurchased on the open market and retired $54.1 million aggregate principal amount of its CCLP 7.25% Senior Notes for a purchase price of $50.9 million, at an average repurchase price of 94% of the principal amount of such notes, plus accrued interest, utilizing a portion of the net proceeds from the sale of the CCLP Preferred Units. Following the repurchase of these CCLP 7.25% Senior Notes, $295.9 million aggregate principal amount of CCLP 7.25% Senior Notes remain outstanding. In connection with the repurchase of these CCLP 7.25% Senior Notes, $1.4 million of early extinguishment net gain was credited to other expense during the year ended December 31, 2016, representing the difference between the repurchase price and the $54.1 million aggregate principal amount of the CCLP 7.25% Senior Notes repurchased, and $1.8 million of remaining unamortized deferred finance costs and discounts associated with the repurchased CCLP 7.25% Senior Notes.