Debt

At December 31, 2016 and 2015, our obligations under debt arrangements consisted of the following:



	December 31, 2016						December 31, 2015
	Principal		Unamortized Discount and Debt Issuance Costs		Net Value		Principal		Unamortized Discount and Debt Issuance Costs		Net Value
Senior secured credit facility	$	1,278,200	$	—	$	1,278,200	$	1,115,000	$	—	1,115,000
6.000% senior unsecured notes	400,000		6,758		393,242		400,000		7,825		392,175
5.750% senior unsecured notes	350,000		4,163		345,837		350,000		5,183		344,817
5.625% senior unsecured notes	350,000		6,614		343,386		350,000		7,510		342,490
6.750% senior unsecured notes	750,000		19,296		730,704		750,000		22,428		727,572
Total long-term debt	$	3,128,200	$	36,831	$	3,091,369	$	2,965,000	$	42,946	$	2,922,054

Senior Secured Credit Facility

In April 2016, we amended our credit agreement to, among other things, (i) increase the committed amount under our revolving credit facility to $1.7 billion (from $1.5 billion), with the ability to increase the committed amount by an additional $300.0 million, subject to lender consent and (ii) permanently relax the maximum consolidated leverage ratio to 5.5 to 1.0.

The key terms for rates under our $1.7 billion senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:

•

The interest rate on borrowings may be based on an alternate base rate or a Eurodollar rate, at our option. The alternate base rate is equal to the sum of (a) the greatest of (i) the prime rate as established by the administrative agent for the credit facility, (ii) the federal funds effective rate plus 0.5% of 1% and (iii) the LIBOR rate for a one-month maturity plus 1% and (b) the applicable margin. The Eurodollar rate is equal to the sum of (a) the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate and (b) the applicable margin. The applicable margin varies from 1.50% to 2.75% on Eurodollar borrowings and from 0.50% to 1.75% on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At December 31, 2016, the applicable margins on our borrowings were 1.50% for alternate base rate borrowings and 2.50% for Eurodollar rate borrowings.


•	Letter of credit fees range from 1.50% to 2.50% based on our leverage ratio as computed under the credit facility. The rate can fluctuate quarterly. At December 31, 2016, our letter of credit rate was 2.50%.


•	We pay a commitment fee on the unused portion of the $1.7 billion maximum facility amount. The commitment fee on the unused committed amount will range from 0.25% to 0.50% per annum depending on our leverage ratio (0.50% at December 31, 2016).


•	Our credit facility contains a $300 million accordion feature, giving us the ability to expand the size of the facility up to $2.0 billion for acquisitions or growth projects, subject to lender consent.

Our credit facility contains customary covenants (affirmative, negative and financial) that could limit the manner in which we may conduct our business. As defined in our credit facility, we are required to meet three primary financial metrics—a maximum leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio. Our credit agreement provides for the temporary inclusion of certain pro forma adjustments to the calculations of the required ratios following material acquisitions. In general, our leverage ratio calculation compares our consolidated funded debt (including outstanding notes we have issued) to EBITDA (as defined and adjusted in accordance with the credit facility) and cannot exceed 5.50 to 1.00. Our senior secured leverage ratio excludes outstanding debt under senior unsecured notes and cannot exceed 3.75 to 1.00. Our interest coverage ratio calculation compares EBITDA (as defined and adjusted in accordance with the credit facility) to interest expense and must be greater than 3.00 to 1.00 (2.75 to 1.00 during an acquisition period).

At December 31, 2016, we had $1.3 billion borrowed under our credit facility, with $74.5 million of the borrowed amount designated as a loan under the inventory sublimit. Our credit agreement allows up to $100 million of the capacity to be used for letters of credit, of which $9.5 million was outstanding at December 31, 2016. Due to the revolving nature of loans under our credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date of July 28, 2019. The total amount available for borrowings under our credit facility at December 31, 2016 was $412.3 million. Our credit facility does not include a “borrowing base” limitation except with respect to our inventory loans.

Senior Unsecured Notes

In November 2010, we issued $250 million in aggregate principal amount of 7.875% senior unsecured notes due December 15, 2018 (the "2018 Notes"). Our 2018 Notes were sold at face value. Interest payments are due on June 15 and December 15 of each year. In February 2012, we issued an additional $100 million of aggregate principal amount of additional 2018 Notes. The additional 2018 Notes were issued at 101% of face value at an effective interest rate of 7.682%. The additional 2018 Notes have the same terms and conditions as the notes previously issued under the indenture. The issuance increased the total aggregate principal amount of our 2018 Notes to $350 million. These notes were redeemed upon the issuance of our $400 million unsecured notes issued on May 21, 2015 as discussed below.

On February 8, 2013, we issued $350 million of aggregate principal amount of 5.75% senior unsecured notes (the "2021 Notes"). Our 2021 Notes were sold at face value. Interest payments are due on February 15 and August 15 of each year. Our 2021 Notes mature on February 15, 2021. The net proceeds were used to repay borrowings under our credit facility and for general partnership purposes.

On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes (the "2024 Notes"). Our 2024 Notes were sold at face value. Interest payments are due on June 15 and December 15 of each year with the initial interest payment due December 15, 2014. Our 2024 Notes mature on June 15, 2024.

On May 21, 2015, we issued $400 million in aggregate principal amount of 6.0% senior unsecured notes (the "2023 Notes"). Interest payments are due on May 15 and November 15 of each year with the initial interest payment due November 15, 2015. Our 2023 Notes mature on May 15, 2023. We used a portion of the proceeds from those notes to effectively redeem all of our outstanding $350 million, 7.875% senior unsecured notes due 2018, using a combination of public tender offer and our redemption rights relating to those notes. The aggregate principal amount of the 7.875% notes totaling $300.1 million were tendered and the remaining $49.9 million were redeemed in full. A total loss of approximately $19.2 million for the tender and redemption of notes is recorded to "Other income/(expense), net" in our Consolidated Statements of Operations.

On July 23, 2015, we issued $750 million in aggregate principal amount of 6.75% senior unsecured notes (the "2022 Notes"). Interest payments are due on February 1 and August 1 of each year with the initial interest payment due February 1, 2016. Our 2022 Notes mature on August 1, 2022. That issuance generated net proceeds of $728.6 million net of issuance discount and underwriting fees. The net proceeds were used to fund a portion of the purchase price for our Enterprise acquisition.

Our 2021, 2022, 2023 and 2024 Notes were co-issued by Genesis Energy Finance Corporation (which has no independent assets or operations) and are each fully and unconditionally guaranteed, subject to customary exceptions pursuant to the indentures governing our 2021, 2022, 2023 and 2024 Notes, as discussed below, jointly and severally, by certain of our wholly-owned subsidiaries. We have the right to redeem our 2021 Notes at any time after February 15, 2017, at a premium to the face amount of our 2021 Notes that varies based on the time remaining to maturity on our 2021 Notes. We have the right to redeem our 2022 Notes at any time after August 1, 2018, at a premium to the face amount of our 2022 Notes that varies based on the time remaining to maturity on our 2022 Notes. Prior to August 1, 2018, we may also redeem up to 35% of the principal amount of our 2022 Notes for 106.75% of the face amount with the proceeds from an equity offering of our common units. We have the right to redeem our 2023 Notes at any time after May 15, 2018, at a premium to the face amount of our 2023 Notes that varies based on the time remaining to maturity on our 2023 Notes. Prior to May 15, 2018, we may also redeem up to 35% of the principal amount of our 2023 Notes for 106% of the face amount with the proceeds from an equity offering of our common units. We have the right to redeem our 2024 Notes at any time after June 15, 2019, at a premium to the face amount of our 2024 Notes that varies based on the time remaining to maturity on our 2024 Notes. Prior to June 15, 2017, we may also redeem up to 35% of the principal amount of our 2024 Notes for 105.625% of the face amount with the proceeds from an equity offering of our common units.

Guarantees of our 2021, 2022, 2023 and 2024 Notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the properties or assets of a guarantor (including by way of merger or consolidation) or (b) all of the capital stock of such guarantor, in each case, to a person that is not a restricted subsidiary of the Partnership (ii) if the Partnership designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.

Covenants and Compliance

Our credit agreement and the indenture governing the senior notes contain cross-default provisions. Our credit documents prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, those agreements contain various covenants limiting our ability to, among other things:


•	incur indebtedness if certain financial ratios are not maintained;


•	grant liens;


•	engage in sale-leaseback transactions; and


•	sell substantially all of our assets or enter into a merger or consolidation.

A default under our credit documents would permit the lenders thereunder to accelerate the maturity of the outstanding debt. As long as we are in compliance with our credit facility, our ability to make distributions of “available cash” is not restricted. As of December 31, 2016, we were in compliance with the financial covenants contained in our credit facility and indenture.