Long Term Debt | 4. LONG TERM DEBT: The following tables summarize the Company’s debt instruments as of March 31, 2019 and December 31, 2018: March 31, 2019 Principal repayment obligation (1) Unamortized DFC and discounts (2) Unamortized premium Carrying value Credit Facility, secured, due January 2022 $ 38,000 $ — $ — $ 38,000 Term Loan, secured, due April 2024 975,068 (25,807 ) — 949,261 Second Lien Notes, secured, due July 2024 575,149 — 235,941 811,090 6.875% Notes, unsecured, due April 2022 150,439 (14,189 ) — 136,250 7.125% Notes, unsecured, due April 2025 225,000 (14,165 ) — 210,835 Total debt $ 1,963,656 $ (54,161 ) $ 235,941 $ 2,145,436 Less: Current maturities (9,750 ) — — (9,750 ) Total long-term debt, net $ 1,953,906 $ (54,161 ) $ 235,941 $ 2,135,686 (1) Includes PIK interest on the Term Loan and Second Lien Notes of $0.1 million and $3.1 million, respectively. (2) Deferred financing costs related to the Revolving Credit Facility are reported within Other assets on the consolidated balance sheet, rather than as a reduction of the carrying amount of long-term debt. December 31, 2018 Principal repayment obligation Unamortized DFC and discounts (1) Unamortized premium Carrying value Credit Facility, secured, due January 2022 $ 104,000 $ — $ — $ 104,000 Term Loan, secured, due April 2024 975,000 (26,874 ) — 948,126 Second Lien Notes, secured, due July 2024 545,000 — 228,096 773,096 6.875% Notes, unsecured, due April 2022 195,035 (15,168 ) — 179,867 7.125% Notes, unsecured, due April 2025 225,000 (14,608 ) — 210,392 Total debt $ 2,044,035 $ (56,650 ) $ 228,096 $ 2,215,481 Less: Current maturities (7,313 ) — — (7,313 ) Total long-term debt, net $ 2,036,722 $ (56,650 ) $ 228,096 $ 2,208,168 (1) Deferred financing costs related to the Revolving Credit Facility are reported within Other assets on the consolidated balance sheet, rather than as a reduction of the carrying amount of long-term debt. Ultra Resources, Inc. Credit Agreement. In April 2017, Ultra Resources, as the borrower, entered into a Credit Agreement (as amended, the “Credit Agreement”) with the Company and UP Energy Corporation, as parent guarantors, with Bank of Montreal, as administrative agent (the “RBL Administrative Agent”), and with the other lenders party thereto from time to time (collectively, the “RBL Lenders”), providing for a revolving credit facility (the “Revolving Credit Facility”) subject to a borrowing base redetermination, which limits the aggregate amount of first lien debt under the Revolving Credit Facility and Term Loan Agreement (as defined below). The semi-annual redetermination in February 2019 resulted in a borrowing base commitment of $1.3 billion, with $975.0 million allocated to the Company’s Term Loan (as defined below) and $325.0 million allocated to the Revolving Credit Facility. In December 2018, Ultra Resources and the parent guarantors entered into the Third Amendment to the Credit Agreement (the “Third Amendment to Credit Agreement”) with the RBL Administrative Agent and the RBL Lenders party thereto. Pursuant to the Third Amendment to Credit Agreement, the parties agreed, among other things, to amend the Credit Agreement to permit the issuance of the Second Lien Notes and the December Exchange Transaction and to revise certain covenants and other provisions of the Credit Agreement, including, but not limited to: • increasing collateral coverage from 85% to 95% of total PV-9 of Proven Reserves (as defined in the Credit Agreement); • removing the ability to create, invest in and utilize unrestricted subsidiaries; • further limiting the Company’s ability to incur unsecured debt, repay junior debt, and make restricted payments and investments as more thoroughly described in the Third Amendment to Credit Agreement; and • providing the ability for the Company to exchange unsecured borrowings to third lien debt within a construct as described in the Third Amendment to Credit Agreement. On February 14, 2019, Ultra Resources entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment to Credit Agreement”) with the RBL Administrative Agent and the RBL Lenders party thereto. Pursuant to the Fourth Amendment to Credit Agreement, the borrowing base was reaffirmed at $1.3 billion. Given the Revolving Credit Agreement was amended in February 2019 and the borrowing base was reaffirmed therein, the next scheduled borrowing base redetermination date is in October 2019. The Fourth Amendment to Credit Agreement also revised certain covenants and other provisions of the Credit Agreement, including, but not limited to: • amending the Consolidated Net Leverage Ratio financial covenant as described below. In addition, the consolidated net debt component of the consolidated net leverage ratio may be reduced upon receipt of proceeds from the make-whole litigation as described in Note 10; • revising the definition of EBITDAX to (i) provide Ultra Resources with the option of whether to add back certain noncash charges that represent an accrual or reserve for potential cash items in a future period, (ii) provide for the add back of costs and expenses with respect to senior management changes and office closure, consolidation and relocation, (iii) provide for the add back of costs and expenses with respect to debt restructuring activities (whether consummated or not), (iv) exclude from the deductions certain noncash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period, and (v) provide for a deduction of cash payments with respect to certain noncash charges that Ultra Resources chose to add back (as described in clause (i)); and • amending the Current Ratio financial covenant to exclude from the consolidated current liabilities calculated thereunder, the current required amortization payments under the Term Loan Agreement. At March 31, 2019, Ultra Resources had $38.0 million of outstanding borrowings under the Revolving Credit Facility, total commitments under the Revolving Credit Facility of $325.0 million. The Revolving Credit Facility has capacity for Ultra Resources to increase the commitments subject to certain conditions and has $50.0 million of the commitments available for the issuance of letters of credit. The Revolving Credit Facility bears interest either at a rate equal to (a) a customary London interbank offered rate plus an applicable margin that varies from 250 to 350 basis points or (b) the base rate plus an applicable margin that varies from 150 to 250 basis points. If borrowings are outstanding during a period that the Company’s consolidated net leverage ratio exceeds 4.00 to 1.00 at the end of any fiscal quarter as described below, the interest rate on such borrowings shall be at a per annum rate that is 0.25% higher than the rate that would otherwise apply until the Company has provided financial statements indicating that the consolidated net leverage ratio no longer exceeds 4.00 to 1.00. T he Revolving Credit Facility requires Ultra Resources to maintain (i) a minimum interest coverage ratio of 2.50 to 1.00; (ii) a current ratio, including the unused portion of the Revolving Credit Facility, of a minimum of 1.00 to 1.00; and (iii) after the Company has obtained investment grade rating an asset coverage ratio of 1.50 to 1.00. In addition, as of the last day of (i) each fiscal quarter ending during the period from March 31, 2019 through June 30, 2019, Ultra Resources will not permit the consolidated net leverage ratio to exceed 4.75 to 1.00, (ii) each fiscal quarter ending during the period from September 30, 2019 through June 30, 2020, Ultra Resources will not permit the consolidated net leverage ratio to exceed 4.90 to 1.0, (iii) the fiscal quarter ending September 30, 2020, Ultra Resources will not permit the consolidated net leverage ratio to exceed 4.50 to 1.0, and (iv) the fiscal quarter ending December 31, 2020 and each other fiscal quarter end thereafter, Ultra Resources will not permit the consolidated net leverage ratio to exceed 4.25 to 1.0. At March 31, 2019, Ultra Resources’ consolidated net leverage ratio and interest coverage ratio were 4.11 to 1.00 and 3.26 to 1.00, respectively, and Ultra Resources was in compliance with each of its debt covenants under the Credit Agreement. Under the Revolving Credit Facility, t he Company is subject to the following minimum hedging requirements: t Ultra Resources is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which varies based upon a borrowing base utilization grid. Ultra Resources is also required to pay customary letter of credit and fronting fees. The Revolving Credit Facility also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws, ERISA and anti-corruption laws), delivery of quarterly and annual financial statements and oil and gas engineering reports, maintenance and operation of property (including oil and gas properties), restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments, hedging requirements and other customary covenants. The Revolving Credit Facility contains customary events of default and remedies for credit facilities of this nature. If Ultra Resources does not comply with the financial and other covenants in the Revolving Credit Facility, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the Revolving Credit Facility and any outstanding unfunded commitments may be terminated. Term Loan. In April 2017 , Ultra Resources, as borrower, entered into a Senior Secured Term Loan Agreement (the “Term Loan Agreement”) with the Company and UP Energy Corporation, as parent guarantors, Barclays Bank PLC, as administrative agent (the “Term Loan Administrative Agent”), and the other lenders party thereto (collectively, the “Term Loan Lenders”). As part of the Term Loan Agreement, Ultra Resources agreed to pay an original issue discount equal to one percent of the principal amount, which is included in the deferred financing costs noted above. In December 2018, Ultra Resources and the parent guarantors entered into the First Amendment to the Term Loan Agreement (the “Term Loan Amendment”) with the Term Loan Administrative Agent and the Term Loan Lenders party thereto. Pursuant to the Term Loan Amendment, the parties agreed, among other things, to amend the Term Loan Agreement to permit the issuance of the Second Lien Notes and the December Exchange Transaction, to increase the interest rate payable by 100 basis points, such increase comprising 75 basis points payable in cash and 25 basis points payable in kind, and to revise certain covenants and other provisions of the Term Loan Agreement, including, but not limited to: • introducing call protection of 102% until December 21, 2019 and 101% until December 21, 2020; • introducing additional restrictions on the Revolving Credit Facility; including amendments and refinancing of the Revolving Credit Facility as more thoroughly described in the Term Loan Amendment; • deleting the ability to increase commitments under the Term Loan; • increasing collateral coverage from 85% to 95% of total PV-9 of Proven Reserves (as defined in the Term Loan Agreement); • removing the ability to create, invest in and utilize unrestricted subsidiaries; • further limiting the Company’s ability to incur unsecured debt, repay junior debt, and make restricted payments and investments as more thoroughly described in the Term Loan Amendment; and • providing the ability for the Company to exchange unsecured borrowings to third lien debt within a construct as described in the Term Loan Amendment. At March 31, 2019, Ultra Resources had $975.1 million in outstanding borrowings under the Term Loan Agreement, including PIK interest and current maturities. Borrowings under the Term Loan Agreement bear interest either at a rate equal to (a) a customary London interbank offered rate plus 400 basis points or (b) the base rate plus 300 basis points, in each case, of which 25 basis points of the applicable margin is payable-in-kind (“PIK”) upon election by Ultra Resources. Beginning in March 2019, the Company has elected the PIK option and management expects to continue this practice into the future. The borrowings under the Term Loan Agreement amortize in equal quarterly installments in aggregate annual amounts equal to 0.25% of the aggregate principal amount beginning on June 30, 2019. Borrowings under the Term Loan Agreement matures on April 12, 2024. Borrowings under the Term Loan Agreement are subject to mandatory prepayments and customary reinvestment rights. The mandatory prepayments include, without limitation, a prepayment requirement with the total net proceeds from certain asset sales and net proceeds on insurance received on account of any loss of Ultra Resources’ property or assets, in each case subject to certain exceptions. In addition, subject to certain exceptions, there is a prepayment requirement if the asset coverage ratio is less than 2.0 to 1.0. To the extent any mandatory prepayments are required, prepayments are applied to prepay the borrowings under the Term Loan Agreement. The Term Loan Agreement also contains customary affirmative and negative covenants, including as to compliance with laws (including environmental laws, ERISA and anti-corruption laws), delivery of quarterly and annual financial statements and oil and gas engineering reports, maintenance and operation of property (including oil and gas properties), restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments and other customary covenants. At March 31, 2019, Ultra Resources was in compliance with all of its debt covenants under the Term Loan Agreement. The Term Loan Agreement contains customary events of default and remedies for credit facilities of this nature. If Ultra Resources does not comply with the financial and other covenants in the Term Loan Agreement, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the Term Loan Agreement. Second Lien Notes. On December 21, 2018, in connection with the consummation of the December Exchange Transaction, Ultra Resources issued $545.0 million aggregate principal amount of Second Lien Notes and entered into an Indenture, dated as of December 21, 2018 (the “Second Lien Notes Indenture”), among Ultra Resources, as issuer, the Company and its other subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent. During January and February 2019, certain holders of the 2022 Notes exchanged approximately $44.6 million aggregate principal amount of 2022 Notes for approximately $27.0 million aggregate principal amount of Second Lien Notes in a series of Follow-on Exchange Transactions. All Second Lien Notes were issued pursuant to the Second Lien Notes Indenture. As of March 31, 2019, Ultra Resources had approximately $575.1 million in outstanding borrowings under the Second Lien Notes Indenture, including PIK interest. The Second Lien Notes will mature on July 12, 2024. Interest on the Second Lien Notes will accrue at (i) an annual rate of 9.00% payable in cash and (ii) an annual rate of 2.00% PIK. The interest payment dates for the Second Lien Notes are January 15 and July 15 of each year, commencing on July 15, 2019. The Company has accounted for such PIK interest as an increase to the principal outstanding. The Second Lien Notes are senior secured obligations of Ultra Resources and rank senior in right of payment to all of its existing and future unsecured senior debt, to the extent of the value of the collateral pledged under the Second Lien Notes Indenture and related collateral arrangements, senior in right of payment to all of its future subordinated debt, and junior in right of payment to all of its existing and future secured debt of senior priority, to the extent of the value of the collateral pledged thereby. The Second Lien Notes are secured by second priority security interests in substantially all assets of the Company. Payment by Ultra Resources of all amounts due on or in respect of the Second Lien Notes and the performance of Ultra Resources under the Indenture are initially guaranteed by the Company. Prior to December 21, 2021, Ultra Resources may, at any time or from time to time, redeem in the aggregate up to 35% of the aggregate principal amount of the Second Lien Notes in an amount no greater than the net cash proceeds of certain equity offerings at a redemption price of 111.00% of the principal amount of the Second Lien Notes, plus accrued and unpaid interest (including PIK interest), if any, to the date of redemption, if at least 65% of the original principal amount of the Second Lien Notes remains outstanding and the redemption occurs within 180 days of the closing of such equity offering. In addition, before December 21, 2021, Ultra Resources may redeem all or a part of the Second Lien Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest (including PIK interest), if any, to the redemption date. In addition, on or after December 21, 2021, Ultra Resources may redeem all or a part of the Second Lien Notes at redemption prices (expressed as percentages of principal amount) equal to 105.50% for the twelve-month period beginning on December 21, 2021, 102.75% for the twelve-month period beginning December 21, 2022, and 100.00% for the twelve-month period beginning December 21, 2023 and at any time thereafter, plus accrued and unpaid interest (including PIK interest), if any, to the applicable redemption date on the Second Lien Notes. If Ultra Resources experiences certain change of control triggering events set forth in the Second Lien Notes Indenture, each holder of the Second Lien Notes may require the Issuer to repurchase all or a portion of its Second Lien Notes for cash at a price equal to 101% of the aggregate principal amount of such Second Lien Notes, plus any accrued but unpaid interest (including PIK interest) to the date of repurchase. The Second Lien Notes Indenture contains customary covenants that restrict the ability of Ultra Resources and the guarantors and certain of its subsidiaries to: (i) sell assets and subsidiary equity; (ii) incur or redeem indebtedness; (iii) create or incur certain liens; (iv) enter into affiliate agreements; (v) pay cash dividends, (vi) change the nature of its business or operations, (vii) make certain types of investments, (ix) enter into agreements that restrict distributions from certain restricted subsidiaries and the consummation of mergers and consolidations; (x) consolidate, merge or transfer all or substantially all of the assets of the Company or any Restricted Subsidiary (as defined in the Second Lien Notes Indenture); and (xi) create unrestricted and foreign subsidiaries. The covenants in the Second Lien Notes Indenture are subject to important exceptions and qualifications. Subject to conditions, the Second Lien Notes Indenture provides that the Company and its subsidiaries will no longer be subject to certain covenants when the Second Lien Notes receive investment grade ratings from any two of S&P Global Ratings, Moody’s Investors Service, Inc., and Fitch Ratings, Inc. The Second Lien Notes Indenture contains customary events of default. Unless otherwise noted in the Second Lien Notes Indenture, upon a continuing event of default, the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the then outstanding Second Lien Notes, by notice to the Company and the Trustee, may declare the Second Lien Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary (as defined in the Second Lien Notes Indenture) or group of Restricted Subsidiaries (as defined in the Second Lien Notes Indenture), that taken together would constitute a Significant Subsidiary, will automatically cause the Second Lien Notes to become due and payable. In conjunction with the Exchange Transactions, the portion of the Unsecured Notes which were exchanged for Second Lien Notes was accounted for as a troubled debt restructuring. The Company evaluated the quantitative and qualitative factors in the accounting literature and concluded that concessions were granted as the future undiscounted cash flows of the Second Lien Notes was greater than the net carrying value of the senior Unsecured Notes. No gain is recognized, and an effective interest rate is established based on the carrying value of the Second Lien Notes and revised cash flows. The amount of extinguished debt will be amortized over the remaining life of the Second Lien Notes using the effective interest method and recognized as a reduction to interest expense. As a result, our reported interest expense will be significantly less than the contractual cash interest payments throughout the term of the Second Lien Notes. The exchanged debt resulted in a calculation of cancellation of debt income for tax purposes. Our current tax attributes are expected to offset any potential cash tax impacts from the Exchange Transactions. For additional details on the Company’s income taxes, refer to Note 6. Unsecured Notes . In April 2017, Ultra Resources issued $700.0 million of its 2022 Notes and $500.0 million of its 2025 Notes and entered into an Indenture, dated April 12, 2017 (the “Unsecured Notes Indenture”), among Ultra Resources, as issuer, the Company and its other subsidiaries, as guarantors, and Wilmington Trust, National Association, as Trustee. The Unsecured Notes are treated as a single class of securities for most purposes under the Unsecured Notes Indenture. In December 2018, the Company completed the December Exchange Transaction, pursuant to which the exchanging noteholders exchanged (i) approximately $505 million aggregate principal amount, or 72.1%, of the issued and outstanding 2022 Notes and (ii) $275 million aggregate principal amount, or 55.0%, of the issued and outstanding 2025 Notes for (a) $545.0 million aggregate principal amount of Second Lien Notes and (b) an aggregate of 10,919,499 new warrants of Ultra Petroleum Corp. each entitling the holder thereof to purchase one common share of Ultra Petroleum Corp. In January and February 2019, the Company completed a series of Follow-on Exchange Transactions, pursuant to which the exchanging noteholders exchanged approximately $44.6 million aggregate principal amount of the issued and outstanding 2022 Notes for approximately $27.0 million aggregate principal amount of Second Lien Notes. At March 31, 2019, the aggregate principal amounts outstanding under the Unsecured Notes were approximately $150.4 million with respect to the 2022 Notes and $225.0 million with respect to the 2025 Notes. The 2022 Notes will mature on April 15, 2022. The interest payment dates for the 2022 Notes are April 15 and October 15 of each year. The 2025 Notes will mature on April 15, 2025. The interest payment dates for the 2025 Notes are April 15 and October 15 of each year. Interest will be paid on the Unsecured Notes from the issue date until maturity. In December 2018, Ultra Resources, the Company and its other subsidiaries, as guarantors, and the Trustee entered into the First Supplemental Indenture to the Unsecured Indenture (the “Supplemental Indenture”). Pursuant to the Supplemental Indenture, the parties amended the Unsecured Indenture to, among other things, eliminate or amend substantially all of the restrictive covenants contained in the Unsecured Indenture, other than those relating to the payment of principal and interest. The Supplemental Indenture is binding on all Unsecured Notes that remain outstanding. The Unsecured Notes Indenture contains customary events of default. Unless otherwise noted in the Unsecured Notes Indenture, upon a continuing event of default, the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the then outstanding Unsecured Notes, by notice to the Company and the Trustee, may, declare the Unsecured Notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary (as defined in the Unsecured Notes Indenture) or group of Restricted Subsidiaries (as defined in the Unsecured Notes Indenture), that taken together would constitute a Significant Subsidiary, will automatically cause the Unsecured Notes to become due and payable. |