
	December 31, 2023						December 31, 2022
	Outstanding Principal		Premium (Discount)		Long-Term Debt		Outstanding Principal		Premium (Discount)		Long-Term Debt
AR Facility due 2025 (1)	300.0		—		300.0		500.0		—		500.0
Revolving Credit Facility due 2027 (2)	—		—		—		255.0		—		255.0
ENLK’s 4.40% Senior unsecured notes due 2024	97.9		—		97.9		97.9		—		97.9
ENLK’s 4.15% Senior unsecured notes due 2025	421.6		—		421.6		421.6		(0.1)		421.5
ENLK’s 4.85% Senior unsecured notes due 2026	491.0		(0.2)		490.8		491.0		(0.2)		490.8
ENLC’s 5.625% Senior unsecured notes due 2028	500.0		—		500.0		500.0		—		500.0
ENLC’s 5.375% Senior unsecured notes due 2029	498.7		—		498.7		498.7		—		498.7
ENLC’s 6.50% Senior unsecured notes due 2030	1,000.0		(2.7)		997.3		700.0		—		700.0
ENLK’s 5.60% Senior unsecured notes due 2044	350.0		(0.2)		349.8		350.0		(0.2)		349.8
ENLK’s 5.05% Senior unsecured notes due 2045	450.0		(5.0)		445.0		450.0		(5.2)		444.8
ENLK’s 5.45% Senior unsecured notes due 2047	500.0		(0.1)		499.9		500.0		(0.1)		499.9
Debt classified as long-term, including current maturities of long-term debt	$	4,609.2	$	(8.2)	4,601.0		$	4,764.2	$	(5.8)	4,758.4
Debt issuance cost (3)					(32.1)						(34.9)
Less: Current maturities of long-term debt (4)					(97.9)						—
Long-term debt, net of unamortized issuance cost					$	4,471.0					$	4,723.5

On June 3, 2022, we amended and restated our prior revolving credit facility by entering into the Revolving Credit Facility. As a result, we recognized a $0.5 million loss on extinguishment of debt. The Revolving Credit Facility amended our prior revolving credit facility by, among other things, (i) decreasing the lenders’ commitments from $1.75 billion to $1.40 billion, (ii) modifying the leverage ratio financial covenant calculation to net from the funded indebtedness numerator the lesser of (a) consolidated unrestricted cash of ENLC and (b) $50.0 million, (iii) removing the consolidated interest coverage ratio financial covenant, (iv) extending the maturity date from January 25, 2024 to June 3, 2027, (v) replacing the ability of ENLC to elect that borrowings accrue interest at LIBOR, plus a margin, with the ability of ENLC to elect that borrowings accrue interest at a forward-looking term rate based on SOFR (“Term SOFR”), plus a margin and a Term SOFR spread adjustment, (vi) increasing the size of a permitted receivables financing to $500.0 million from $350.0 million, and (vii) permitting, but not requiring, the establishment by ENLC (subject to approval by Bank of America, N.A., as administrative agent, and lenders holding a majority of the revolving commitments) of specified key performance indicators with respect to environmental, social, and/or governance targets that may result in a pricing increase or decrease under the Revolving Credit Facility of up to 0.05% per annum for the margin on borrowings and letters of credit and 0.02% per annum for the commitment fees.

The Revolving Credit Facility will mature on June 3, 2027, unless ENLC requests, and the requisite lenders agree, to extend it pursuant to its terms. The Revolving Credit Facility contains certain financial, operational, and legal covenants. The financial covenant is tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The financial covenant requires ENLC to maintain a ratio of consolidated net indebtedness to consolidated EBITDA of no more than 5.0 to 1.0.

Under the terms of the Revolving Credit Facility, if we consummate an acquisition in which the aggregate purchase price is $50.0 million or more, we can elect to increase the maximum allowed ratio of consolidated net indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition occurs and the three subsequent quarters.

Borrowings under the Revolving Credit Facility bear interest at ENLC’s option at Term SOFR plus a Term SOFR spread adjustment of 0.10% per annum (“Adjusted Term SOFR”) and an applicable margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the federal funds rate plus 0.50%, one-month Adjusted Term SOFR plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.125% to 1.00%). The applicable margins vary depending on ENLC’s debt rating. Upon breach by ENLC of certain covenants governing the Revolving Credit Facility, or a change in control (as defined in the Revolving Credit Facility) amounts outstanding under the Revolving Credit Facility, if any, may become due and payable immediately.

ENLK is a guarantor under the Revolving Credit Facility. In the event that ENLC’s obligations under the Revolving Credit Facility are accelerated due to a default, ENLK will be liable for the entire outstanding balance and 105% of the outstanding letters of credit under the Revolving Credit Facility. There were no outstanding borrowings under the Revolving Credit Facility and $26.7 million in outstanding letters of credit as of December 31, 2023.

On October 21, 2020, the SPV entered into the AR Facility. In connection with the AR Facility, certain subsidiaries of ENLC sold and contributed, and will continue to sell or contribute, their accounts receivable to the SPV to be held as collateral for borrowings under the AR Facility. The SPV’s assets are not available to satisfy the obligations of ENLC or any of its affiliates.

In 2021 and 2022, the SPV entered into several amendments to the AR Facility to, among other things: (i) increase the commitments thereunder to $500.0 million (ii) extend the scheduled termination date to August 1, 2025, unless extended or earlier terminated in accordance with its terms, and (iii) reduce the effective draw down fee to 0.90%.

Since our investment in the SPV is not sufficient to finance its activities without additional support from us, the SPV is a variable interest entity. We are the primary beneficiary of the SPV because we have the power to direct the activities that most significantly affect its economic performance and we are obligated to absorb its losses or receive its benefits from operations. Since we are the primary beneficiary of the SPV, we consolidate its assets and liabilities, which consist primarily of billed and unbilled accounts receivable of $629.3 million as of December 31, 2023. As of December 31, 2023, the AR Facility had a borrowing base of $404.2 million and there were $300.0 million in outstanding borrowings under the AR Facility.

The amount available for borrowings at any one time under the AR Facility is limited to a borrowing base amount calculated based on the outstanding balance of eligible receivables held as collateral, subject to certain reserves, concentration limits, and other limitations. Borrowings under the AR Facility bear interest at the applicable SOFR plus a credit spread adjustment of 0.10%, plus a drawn fee in the amount of 0.90% at December 31, 2023. The SPV also pays a fee on the undrawn committed amount of the AR Facility. Interest and fees payable by the SPV under the AR Facility are due monthly.

The AR Facility is scheduled to terminate on August 1, 2025, unless extended or earlier terminated in accordance with its terms, at which time no further advances will be available and the obligations under the AR Facility must be repaid in full by no later than (i) the date that is ninety (90) days following such date or (ii) such earlier date on which the loans under the AR Facility become due and payable.

The AR Facility includes covenants, indemnification provisions, and events of default, including those providing for termination of the AR Facility and the acceleration of amounts owed by the SPV under the AR Facility if, among other things, a borrowing base deficiency exists, there is an event of default under the Revolving Credit Facility or certain other indebtedness, certain events negatively affecting the overall credit quality of the receivables held as collateral occur, a change in control occurs, or if the net consolidated leverage ratio of ENLC exceeds limits identical to those in the Revolving Credit Facility.

Each issuance of the senior unsecured notes may be fully or partially redeemed prior to an early redemption date (see “Early Redemption Date” in table below) at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed; or (ii) the sum of the remaining scheduled payments of principal and interest on the respective notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus a specified basis point premium (see “Basis Point Premium” in the table below); plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after the Early Redemption Date, the senior unsecured notes may be fully or partially redeemed at a redemption price equal to 100% of the principal amount of the applicable notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. See applicable redemption provision terms below:

Issuance

Maturity Date of Notes

Early Redemption Date

Basis Point Premium

2024 Notes

April 1, 2024

Prior to January 1, 2024

25 Basis Points

2025 Notes

June 1, 2025

Prior to March 1, 2025

30 Basis Points

2026 Notes

July 15, 2026

Prior to April 15, 2026

50 Basis Points

2028 Notes

January 15, 2028

Prior to July 15, 2027

50 Basis Points

2029 Notes

June 1, 2029

Prior to March 1, 2029

50 Basis Points

2030 Notes

September 1, 2030

Prior to March 1, 2030

50 Basis Points

2044 Notes

April 1, 2044

Prior to October 1, 2043

30 Basis Points

2045 Notes

April 1, 2045

Prior to October 1, 2044

30 Basis Points

2047 Notes

June 1, 2047

Prior to December 1, 2046

40 Basis Points

The indentures governing the 2028 Notes and the 2030 Notes provide that if a Change of Control Triggering Event (as defined in the indenture) occurs, ENLC must offer to repurchase the 2028 Notes and the 2030 Notes at a price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.

If an event of default relating to bankruptcy or other insolvency events occurs, the senior unsecured notes will immediately become due and payable. If any other event of default exists under the indenture, the trustee under the indenture or the holders of the senior unsecured notes may accelerate the maturity of the senior unsecured notes and exercise other rights and remedies. At December 31, 2023, ENLC and ENLK were in compliance and expect to be in compliance with the covenants in the senior unsecured notes for at least the next twelve months. All interest payments for senior unsecured notes are due semi-annually, in arrears.

On April 3, 2023, we completed the sale of an additional $300.0 million aggregate principal amount of ENLC’s 6.50% senior unsecured notes due 2030 (the “Additional Notes”) at a price to the public of 99% of their face value. The Additional Notes were offered as an additional issuance of our existing 6.50% senior unsecured notes due 2030 that we issued on August 31, 2022 in an aggregate principal amount of $700.0 million. Net proceeds of approximately $294.5 million were used to repay a portion of the borrowings under the Revolving Credit Facility. The Additional Notes are fully and unconditionally guaranteed by ENLK.

On August 31, 2022, ENLC completed the sale of $700.0 million in aggregate principal amount of ENLC’s 6.50% senior unsecured notes due September 1, 2030 (the “2030 Notes”) at 100% of their face value. Interest on the 2030 Notes will be payable on March 1 and September 1 of each year beginning on March 1, 2023, until their maturity on September 1, 2030. The 2030 Notes are fully and unconditionally guaranteed by ENLK. We used the net proceeds of approximately $693.0 million and available cash to settle ENLK’s debt tender offer to repurchase $700.0 million in aggregate principal amount of its senior unsecured notes. The repurchased notes consisted of $404.4 million of outstanding aggregate principal amount of ENLK’s 4.40% senior unsecured notes due 2024 (the “2024 Notes”) and $295.6 million of outstanding aggregate principal amount of ENLK’s 4.15% senior unsecured notes due 2025 (the “2025 Notes”). Total consideration for the repurchased 2024 Notes and the 2025 Notes was $705.3 million, including $21.0 million of debt tender premium and $15.7 million of discount.