DEBT, FINANCING ARRANGEMENTS AND LEASES

Long-Term Debt

At December 31, 2015 and 2014, long-term debt issues were outstanding as follows (in thousands):



	2015			2014
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 issuance costs	(9,069		)	(9,803		)
Unamortized debt premium and discount, net	(3,857		)	(4,005		)

Total long-term debt	$	1,419,574		$	1,418,692

Aggregate minimum maturities (face value) applicable to long-term debt outstanding at December 31, 2015, 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 2017, 2019, and 2020.

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

Restrictive Debt Covenants

At December 31, 2015, 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.

Issuance

On January 22, 2016, we issued $1 billion of 7.85 percent senior unsecured notes due 2026 to investors in a private debt placement. We intend to use the net proceeds to repay debt and to fund capital expenditures. Accordingly, the $200 million of 6.4 percent notes due 2016 are classified as non-current in the accompanying Consolidated Balance Sheet.

Credit Facility

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 up to two extensions of the maturity date each for an additional one year period 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. At December 31, 2015, no letters of credit have been issued and $1.31 billion of loans to WPZ are outstanding under the credit facility. On December 18, 2015, we along with WPZ, Northwest, the lenders named therein and an administrative agent entered into the Amendment No. 1 to Second Amended & Restated Credit Agreement modifying the thresholds specified in the covenant related to the maximum ratio of WPZ's consolidated indebtedness to consolidated EBITDA.

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 5.75 to 1.0 for the quarters ending December 31, 2015, March 31, 2016 and June 30, 2016. The ratio must be no greater than 5.5 to 1.0 for the quarters ending September 30, 2016 and December 31, 2016. The ratio must be no greater than 5.0 to 1.0 for the quarter ending March 31, 2017 and each subsequent fiscal quarter, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio must be no greater than 5.50 to 1.0. 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, 2015, 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 WPZ/ACMP merger and to allow a maximum outstanding of $3 billion. At December 31, 2015, WPZ had $499 million in outstanding commercial paper.

Accounting Standards Issued and Adopted

In April 2015, the FASB issued ASU 2015-03 “Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (ASU 2015-03). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring such costs be presented as a deduction from the corresponding debt liability. Subsequently, in August 2015, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangement-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (ASU 2015-15). In ASU 2015-15 the FASB stated that the guidance in ASU 2015-03 did not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, and entities are permitted to defer and present debt issuance costs related to line-of-credit arrangements as assets The standards are effective for financial statements issued for interim and annual reporting periods beginning after December 15, 2015, and require retrospective presentation. Early adoption is permitted. We elected to early adopt these standards for the periods presented. Accordingly, $9.1 million and $9.8 million of debt issuance costs as of December 31, 2015 and 2014, respectively, are now reflected as a direct reduction of debt in our Consolidated Balance Sheet.

Lease Obligations

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



2016	$	13,552
2017	13,485
2018	13,480
2019	11,074
2020	11,093
Thereafter	5,037
Total net minimum obligations	$	67,721

Our lease expense was $10.7 million in 2015, $11.1 million in 2014, and $11.4 million in 2013.