
	September 30, 2020						March 31, 2020
	Face Amount		Unamortized Debt Issuance Costs (1)		Book Value		Face Amount		Unamortized Debt Issuance Costs (1)		Book Value
	(in thousands)
Revolving credit facility:
Expansion capital borrowings	$	1,466,000	$	—	$	1,466,000	$	1,120,000	$	—	$	1,120,000
Working capital borrowings	236,500		—		236,500		350,000		—		350,000
Senior unsecured notes:
7.500% Notes due 2023 (“2023 Notes”)	572,856		(4,387)		568,469		607,323		(5,405)		601,918
6.125% Notes due 2025 (“2025 Notes”)	380,020		(3,717)		376,303		387,320		(4,217)		383,103
7.500% Notes due 2026 (“2026 Notes”)	400,823		(5,701)		395,122		450,000		(6,975)		443,025
Bridge term credit agreement	—		—		—		250,000		(3,198)		246,802
Term credit agreement	250,000		(8,462)		241,538		—		—		—
Other long-term debt	4,357		—		4,357		4,683		—		4,683
	3,310,556		(22,267)		3,288,289		3,169,326		(19,795)		3,149,531
Less: Current maturities (2)	13,123		—		13,123		4,683		—		4,683
Long-term debt	$	3,297,433	$	(22,267)	$	3,275,166	$	3,164,643	$	(19,795)	$	3,144,848

Amortization expense for debt issuance costs related to long-term debt in the table above was $1.7 million and $1.0 million during the three months ended September 30, 2020 and 2019, respectively, and $3.7 million and $1.8 million during the six months ended September 30, 2020 and 2019, respectively.

We are party to a credit agreement (“Credit Agreement”) with a syndicate of banks. The Credit Agreement provides up to $1.915 billion in aggregate commitments and consists of a revolving credit facility to fund working capital needs (“Working Capital Facility”), and another to fund acquisitions and expansion projects (“Expansion Capital Facility”). On April 27, 2020, we amended our Credit Agreement to reallocate availability between the two revolving credit facilities. We reduced the capacity of the Working Capital Facility to $350.0 million and increased the Expansion Capital Facility to $1.565 billion (the Expansion Capital Facility, and together with the Working Capital Facility, the “Revolving Credit Facility”). We had letters of credit of $107.3 million on the Working Capital Facility at September 30, 2020. The capacity under the Working Capital Facility may be limited by a “borrowing base” (as defined in the Credit Agreement) which is calculated based on the value of certain working capital items at any point in time. The commitments under the Credit Agreement expire on October 5, 2021.

At September 30, 2020, the borrowings under the Credit Agreement had a weighted average interest rate of 2.95%, calculated as the weighted average LIBOR rate of 0.16% plus a margin of 2.75% for LIBOR borrowings and the prime rate of 3.25% plus a margin of 1.75% on alternate base rate borrowings. At September 30, 2020, the interest rate in effect on letters of credit was 2.75%. Commitment fees are charged at a rate ranging from 0.375% to 0.50% on any unused capacity.

The Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1, that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.50 to 1 at any quarter end. At September 30, 2020, our senior secured leverage ratio was approximately 3.12 to 1, our interest coverage ratio was approximately 3.51 to 1, and our total leverage indebtedness ratio was approximately 5.32 to 1.


	Three Months Ended		Six Months Ended
	September 30,		September 30,
	2020		2020
	(in thousands)
2023 Notes
Notes repurchased	$	19,467	$	34,467
Cash paid (excluding payments of accrued interest)	$	13,331	$	21,752
Gain on early extinguishment of debt (1)	$	5,986	$	12,435

2025 Notes
Notes repurchased	$	—	$	7,300
Cash paid (excluding payments of accrued interest)	$	—	$	3,647
Gain on early extinguishment of debt (2)	$	—	$	3,575

2026 Notes
Notes repurchased	$	24,258	$	49,177
Cash paid (excluding payments of accrued interest)	$	16,128	$	29,100
Gain on early extinguishment of debt (3)	$	7,782	$	19,349

(1) Gain on early extinguishment of debt for the three months and six months ended September 30, 2020 is inclusive of the write-off of debt issuance costs of $0.1 million and $0.3 million, respectively. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

(2) Gain on early extinguishment of debt for the six months ended September 30, 2020 is inclusive of the write-off of debt issuance costs of $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

(3) Gain on early extinguishment of debt for the three months and six months ended September 30, 2020 is inclusive of the write-off of debt issuance costs of $0.3 million and $0.7 million, respectively. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

On June 3, 2020, we entered into a new $250.0 million term credit agreement (the “Term Credit Agreement”) with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the previous Bridge Term Credit Agreement (as defined herein).

The commitments under the Term Credit Agreement expire on June 3, 2023 and are callable by us after two years at par. We are subject to prepayments of principal if we enter into certain transactions to sell assets, issue equity or obtain new borrowings.

The obligations under the Term Credit Agreement are guaranteed by the Partnership and certain of NGL Energy Operating LLC’s (“Borrower”) wholly-owned subsidiaries, and are secured by substantially all of the assets of the Borrower, the Partnership and the other subsidiary guarantors subject to certain customary exclusions.

All borrowings under the Term Credit Agreement bear interest at LIBOR (based on the higher of one-month or three-month LIBOR), subject to a 1.50% LIBOR floor, plus 8.00%. At September 30, 2020, the borrowings under the Term Credit Agreement had an interest rate of 9.50% (as of September 30, 2020 the reference LIBOR rate was below the LIBOR floor of 1.50%).

The Term Credit Agreement contains various customary representations, warranties and covenants by the Partnership and its subsidiaries, including, without limitation, (i) financial covenants limiting leverage, including senior secured leverage and total leverage, and requiring a minimum interest coverage, (ii) negative covenants limiting indebtedness, liens, investments, equity distributions, dispositions and fundamental changes and involving the Partnership or its subsidiaries and (iii) affirmative covenants requiring, among other things, reporting of financial information and material events and covenants to maintain existence and pay taxes, in each case substantially consistent with the Borrower’s existing Revolving Credit Facility.

The Term Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1, that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.75 to 1 for the four fiscal quarters of the fiscal year ending March 31, 2021. As of June 30, 2021 and through June 3, 2023, the maximum total leverage indebtedness ratio will be 5.50 to 1. At September 30, 2020, our senior secured leverage ratio was approximately 3.12 to 1, our interest coverage ratio was approximately 3.51 to 1, and our total leverage indebtedness ratio was approximately 5.32 to 1.

On July 2, 2019, we entered into a bridge term credit agreement (the “Bridge Term Credit Agreement”) with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. On June 3, 2020, we used the proceeds from the Term Credit Agreement to pay off the outstanding balance of the Bridge Term Credit Agreement. We wrote off $2.3 million of debt issuance costs which is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

On November 27, 2019, Sawtooth Caverns LLC (“Sawtooth”), a joint venture in which we own approximately a 71.5% interest, entered into a credit agreement with Zions Bancorporation (doing business as “Amegy Bank”). The Sawtooth credit agreement has a capacity of $20.0 million. The commitments under the Sawtooth credit agreement expire on November 27, 2022. At September 30, 2020, no amounts had been borrowed under the Sawtooth credit agreement. Commitment fees are charged at a rate of 0.50% on any unused capacity.

We have other notes payable related to equipment financing. The interest rates on these instruments range from 4.13% to 7.10% per year and have an aggregate principal balance of $4.4 million at September 30, 2020. See Note 19 for details of the new equipment financing entered into after the end of the quarter.


Fiscal Year Ending March 31,	Revolving Credit Facility		Senior Unsecured Notes		Term Credit Agreement		Other Long-Term Debt		Total
	(in thousands)
2021 (six months)	$	—	$	8,766	$	—	$	4,357	$	13,123
2022	1,702,500		—		—		—		1,702,500
2023	—		—		—		—		—
2024	—		564,090		250,000		—		814,090
2025	—		380,020		—		—		380,020
Thereafter	—		400,823		—		—		400,823
Total	$	1,702,500	$	1,353,699	$	250,000	$	4,357	$	3,310,556