DEBT, FINANCING ARRANGEMENTS AND LEASES

Long-Term Debt

At December 31, 2014 and 2013, long-term debt issues were outstanding as follows (in thousands):



	2014			2013
Debentures:
7.08% due 2026	$	7,500		$	7,500
7.25% due 2026	200,000			200,000
Total debentures	207,500			207,500

Notes:
6.4% due 2016	200,000			200,000
6.05% due 2018	250,000			250,000
5.4% due 2041	375,000			375,000
4.45% due 2042	400,000			400,000
Total notes	1,225,000			1,225,000

Total long-term debt issues	1,432,500			1,432,500
Unamortized debt premium and discount, net	(4,005		)	(4,145		)

Total long-term debt	$	1,428,495		$	1,428,355

Aggregate minimum maturities (face value) applicable to long-term debt outstanding at December 31, 2014, for the next five years, are as follows (in thousands):



2016: 6.4% Notes		$200,000
2018: 6.05% Notes		$250,000

There are no maturities applicable to long-term debt outstanding for the years 2015, 2017, and 2019.

No property is pledged as collateral under any of our long-term debt issues.

Restrictive Debt Covenants

At December 31, 2014, none of our debt instruments restrict the amount of distributions to our parent. Our debt agreements contain restrictions on our ability to incur secured debt beyond certain levels.

Credit Facility

On December 1, 2014, we along with WPZ, Northwest Pipeline LLC (Northwest), the lenders named therein and an administrative agent entered into Amendment No. 1 and Consent to the First Amended and Restated Credit Agreement, dated as of July 31, 2013. The amendment provided the consent of the lenders for this credit agreement to continue for Access Midstream Partners, L.P. (ACMP) upon consummation of the merger with WPZ and the termination of ACMP's existing credit agreement. In addition, the amendment provided the consent that certain existing liens and guarantees of indebtedness of ACMP that are terminated in connection with the merger would not become liens and guarantees of indebtedness under this credit agreement. At December 31, 2014, no letters of credit were issued and no loans were outstanding under this credit facility. On February 2, 2015, this credit facility was terminated in connection with the merger.

On February 2, 2015, we along with WPZ, Northwest, the lenders named therein and an administrative agent entered into the Second Amended and Restated Credit Agreement with aggregate commitments available of $3.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The maturity date of the facility is February 2, 2020. However, the co-borrowers may request an extension of the maturity date for an additional one year period, up to two times, to allow a maturity date as late as February 2, 2022 under certain circumstances. The agreement allows for swing line loans up to aggregate amount of $150 million, subject to available capacity under the credit facility, and letters of credit commitments available to WPZ of $1.125 billion. We are able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers.

Under the credit facility, WPZ is required to maintain a ratio of debt to EBITDA (each as defined in the credit facility) that must be no greater than 5.0 to 1.0. For the fiscal quarter and the two following fiscal quarters in which one or more acquisitions have been executed, WPZ is required to maintain a ratio of debt to EBITDA of no greater than 5.5 to 1.00. For us, the ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent. Measured as of December 31, 2014, we are in compliance with this financial covenant.

Various covenants may limit, among other things, a borrower's and its material subsidiaries' ability to grant certain liens supporting indebtedness, a borrower's ability to merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements, and allow any material change in the nature of its business.

If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.

Other than swingline loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1 percent and (c) a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus 1 percent, plus, in the case of each of (a), (b) and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin. Interest on swingline loans is calculated as the sum of the alternate base rate plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower's senior unsecured long-term debt ratings.

WPZ participates in a commercial paper program and WPZ management considers amounts outstanding under this program to be a reduction of available capacity under the credit facility. On February 2, 2015, WPZ amended and restated the commercial paper program for the merger and to allow a maximum outstanding of $3 billion. At December 31, 2014, WPZ had $798 million in outstanding commercial paper.

Lease Obligations

The future minimum lease payments under our various operating leases are as follows (in thousands):



2015	$	10,544
2016	10,567
2017	10,501
2018	10,480
2019	10,482
Thereafter	13,407
Total net minimum obligations	$	65,981

Our lease expense was $11.1 million in 2014, $11.4 million in 2013, and $10.9 million in 2012.