Debt as of September 30 and March 31, 2012 consisted of the following (in thousands):

		September 30,		March 31,
		2012		2012
7 ½% Senior Notes due 2017, including $0.3 million of unamortized premium		$	350,315	$	350,346
Term Loan			240,000		245,000
Revolving Credit Facility			40,000		59,300
3% Convertible Senior Notes due 2038, including $10.6 million and $12.4 million of unamortized discount, respectively			104,371		102,599
	Total debt		734,686		757,245
	Less short-term borrowings and current maturities of long-term debt		(18,750)		(14,375)
	Total long-term debt	$	715,936	$	742,870

During the six months ended September 30, 2012, we made payments of $19.3 million and $5.0 million to reduce our borrowings under the Revolving Credit Facility and Term Loan, respectively. For further details on the Revolving Credit Facility and Term Loan, see Note 5 to the fiscal year 2012 Financial Statements.

The balances of the debt and equity components of the 3% Convertible Senior Notes due 2038 (“3% Convertible Senior Notes”) as of each period presented are as follows (in thousands):

		September 30,		March 31,
		2012		2012
Equity component – net carrying value		$	14,905	$	14,905
Debt component:
	Face amount due at maturity	$	115,000	$	115,000
	Unamortized discount		(10,629)		(12,401)
	Debt component – net carrying value	$	104,371	$	102,599

The remaining debt discount is being amortized into interest expense over the expected three year remaining life of the 3% Convertible Senior Notes using the effective interest rate. The effective interest rate for the six months ended September 30, 2012 and 2011 was 6.9%. Interest expense related to our 3% Convertible Senior Notes for the six months ended September 30, 2012 and 2011 was as follows (in thousands):

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2012		2011		2012		2011
Contractual coupon interest		$	863	$	863	$	1,726	$	1,726
Amortization of debt discount			903		844		1,772		1,666
	Total interest expense	$	1,766	$	1,707	$	3,498	$	3,392

364-Day Term Loan Credit Facility – On October 1, 2012, we entered into a senior secured 364-day term loan credit agreement (the “364-Day Credit Agreement”) which provides for $225 million of term loan commitments (the “364-Day Term Loan”). Proceeds from the 364-Day Term Loan have been used to finance the purchase of the Class B Shares of Cougar and certain aircraft, facilities and inventory used by Cougar in its operations. See Note 2 for further discussion.

Borrowings under the 364-Day Term Loan bear interest at a rate equal to, at our option, either the Base Rate or LIBOR plus, in each case, an applicable margin. “Base Rate” means the higher of (1) the per annum rate the administrative agent publicly announces as its prime lending rate in effect from time to time and (2) the Federal Funds rate plus 0.50% per annum. The applicable margin ranges from 0.00% to 2.25%, depending on whether the Base Rate or LIBOR is used, and is determined based on our leverage ratio pricing grid. Until delivery of the financial statements for the three months ended September 30, 2012, the applicable margins on Base Rate and LIBOR borrowings will be 1.00% and 2.00%, respectively. The 364-Day Term Loan will mature on September 30, 2013.

In addition, the 364-Day Credit Agreement includes customary covenants, including certain financial covenants and restrictions on our ability to, among other things, incur additional indebtedness and liens, make loans, make guarantees or investments, sell assets, pay dividends or repurchase our capital stock or enter into transactions with affiliates.

Obligations under the 364-Day Credit Agreement are guaranteed by certain of the our principal domestic subsidiaries (the “Guarantor Subsidiaries”) and secured by the U.S. cash and cash equivalents, accounts receivable, inventories, non-aircraft equipment, prepaid expenses and other current assets, intangible assets and intercompany promissory notes held by the Company and the Guarantor Subsidiaries and 100% and 65% of the capital stock of certain of our principal domestic and foreign subsidiaries, respectively. The obligations of the Company and the Guarantor Subsidiaries under the 364-Day Term Loan are secured on a pari passu basis with the obligations arising under our Existing Credit Agreement (as defined below) as amended, subject to an intercreditor agreement entered into between the administrative agents under each of the credit facilities.

Revolving Credit and Term Loan Agreement – Simultaneously with the closing of the 364-Day Credit Agreement, the Company entered into the Second Amendment to its Amended and Restated Revolving Credit and Term Loan Agreement (the “Second Amendment”) which amends the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 22, 2010, as amended by the First Amendment, dated as of December 22, 2011 (the “Existing Credit Agreement”).

The Second Amendment amends the Existing Credit Agreement in order to, among other things, permit the granting of liens by the Company and the Subsidiary Guarantors in favor of the lenders under the 364-Day Term Loan on a pari passu secured basis with the liens granted in favor of the lenders under the Existing Credit Agreement.

7½% Senior Notes due 2017 – On September 25, 2012, we commenced a cash tender offer (the “Tender Offer”) for any and all of the $350 million outstanding principal amount of our 7½% Senior Notes due 2017 (“7½% Senior Notes”). Pursuant to the Tender Offer, we offered to purchase for cash any and all of such 7½% Senior Notes validly tendered on or prior to the expiration date of the Tender Offer for tender offer consideration of up to $1,041.50 per $1,000 principal amount of 7½% Senior Notes as provided in the terms of the Tender Offer. In connection with the Tender Offer, we were also seeking consents to eliminate substantially all of the restrictive covenants included in the terms of the 7½% Senior Notes. The initial aggregate consideration paid on October 12, 2012 to repurchase $337.9 million of the outstanding 7½% Senior Notes in the Tender Offer, together with related expenses, was approximately $352.0 million; and further, on October 26, 2012 at expiration of the Tender Offer, an additional $0.2 million of the outstanding 7½% Senior Notes were tendered. Additionally, on October 31, 2012 we called for redemption all $11.9 million of the remaining outstanding 7½% Senior Notes at a redemption premium of 1.0375%. During the three months ended December, 31, 2012, we expect to incur $15.2 million in fees for the tender and redemption offers which will be included as other income (expense), net on our condensed consolidated statements of income and write-off $2.7 million of unamortized deferred financing fees, which will be included in interest expense on our condensed consolidated statements of income.

6¼% Senior Notes due 2022 – On October 12, 2012, we completed an offering of $450 million of 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”). These notes are unsecured senior obligations and rank effectively junior in right of payment to all our existing and future secured indebtedness, rank equal in right of payment with our existing and future senior unsecured indebtedness and rank senior in right of payment to any of our existing and future subordinated indebtedness. The notes will initially be jointly and severally guaranteed on a senior unsecured basis by the Guarantor Subsidiaries. The indenture for the 6¼% Senior Notes includes restrictive covenants which limit, among other things, our ability to incur additional debt, issue disqualified stock, pay dividends, repurchase stock, invest in other entities, sell assets, incur additional liens or security, merge of consolidate the Company and enter into transactions with affiliates. Interest on the 6¼% Senior Notes is payable on April 15 and October 15 of each year, beginning April 15, 2013 and the 6¼% Senior Notes mature on October 15, 2022. We may redeem any of the notes at any time on or after October 15, 2017, in whole or part, in cash, at certain redemption prices plus accrued and unpaid interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net proceeds of certain equity offerings at a redemption price equal to 106.250% of the principal amount of the notes plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding. In addition, at any time prior to October 15, 2017, we may redeem all, but not less than all, of the notes at a redemption price equal to the principal amount plus an applicable premium and accrued and unpaid interest, if any to the redemption date. We estimate deferred financing fees of approximately $7.3 million will be capitalized as other assets in the condensed consolidated balance sheets and amortized as interest expense in the condensed consolidated statements of income over the life of the 6¼% Senior Notes.