Long Term Debt | 6. LONG TERM DEBT: The following tables summarize the Company’s debt instruments as of June 30, 2019 and December 31, 2018: June 30, 2019 Principal repayment obligation (1) Unamortized DFC and discounts (2) Unamortized premium Carrying value Credit Facility, secured, due January 2022 $ 59,000 $ — $ — $ 59,000 Term Loan, secured, due April 2024 973,247 (24,722 ) — 948,525 Second Lien Notes, secured, due July 2024 578,072 — 225,085 803,157 6.875% Notes, unsecured, due April 2022 150,439 (13,201 ) — 137,238 7.125% Notes, unsecured, due April 2025 225,000 (13,712 ) — 211,288 Total debt $ 1,985,758 $ (51,635 ) $ 225,085 $ 2,159,208 Less: Current maturities (9,750 ) — — (9,750 ) Total long-term debt, net $ 1,976,008 $ (51,635 ) $ 225,085 $ 2,149,458 (1) Includes PIK interest on the Term Loan and Second Lien Notes of $0.7 million and $6.0 million, respectively. (2) Deferred financing costs related to the Revolving Credit Facility are reported within Other assets on the condensed 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 condensed consolidated balance sheet, rather than as a reduction of the carrying amount of long-term debt. Credit Agreement. Ultra Resources Inc., a Delaware corporation and wholly-owned subsidiary of the Company, (“Ultra Resources”) entered into a Credit Agreement as the borrower 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. At June 30, 2019, Ultra Resources had $59.0 million of outstanding borrowings under the Revolving Credit Facility, and with total commitments of $325.0 million. The next scheduled borrowing base redetermination is scheduled for October 1, 2019. 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. The applicable margin increases by 25 basis points in the event the Company’s consolidated net leverage ratio, as defined, exceeds 4.00 to 1.00. 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 loans mature on January 12, 2022. 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 is required to maintain the consolidated net leverage ratio at or below 4.75 to 1.00, (ii) each fiscal quarter ending during the period from September 30, 2019 through June 30, 2020, Ultra Resources is required to maintain the consolidated net leverage ratio at or below 4.90 to 1.0, (iii) the fiscal quarter ending September 30, 2020, Ultra Resources is required to maintain the consolidated net leverage ratio at or below 4.50 to 1.0, and (iv) the fiscal quarter ending December 31, 2020 and each other fiscal quarter end thereafter, Ultra Resources is required to maintain the consolidated net leverage ratio at or below 4.25 to 1.0. At June 30, 2019, Ultra Resources’ consolidated net leverage ratio and interest coverage ratio were 4.44 to 1.00 and 3.18 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 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. As of June 30, 2019, the Ultra Resources’ First Amendment to the Senior Secured Term Loan (the “Term Loan Agreement”) had a balance of approximately $973.2 million in borrowings, including payable-in-kind (“PIK”) and current maturities. The Term Loan Agreement is signed 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”). 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. Borrowings under the Term Loan Agreement bear interest at a rate equal to either (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 initial aggregate principal amount beginning on June 30, 2019. Borrowings under the Term Loan Agreement mature 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 conditions, 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 equal to six monthly payments are required to attain compliance and 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 June 30, 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. As of June 30, 2019, Ultra Resources had approximately $578.1 million, including PIK interest, in outstanding borrowings of Senior Secured Second Lien Notes (“Second Lien Notes”) pursuant to the Indenture, dated December 21, 2018 (the “Second Lien Notes Indenture”), with Ultra Resources, as issuer, the Company and its other subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee”). Interest on the Second Lien Notes 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 will mature on July 12, 2024. 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. 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 Ultra Resources 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. Ultra Resources is subject to certain customary covenants under the Second Lien Notes Indenture and was in compliance with all such covenants as of June 30, 2019. Refer to Note 6 Long Term Debt in the 2018 Form 10-K for additional details on the terms of the Second Lien Notes. Unsecured Notes . At June 30, 2019, Ultra Resources had approximately $150.4 million of the 6.875% Senior Notes due 2022 (the “2022 Notes”) and $225.0 million with respect to the 7.125% Senior Notes due 2025 (the “2025 Notes”, and together with the 2022 Notes, the “Unsecured Notes”). The 2022 Notes will mature on April 15, 2022. Interest on the 2022 Notes accrue at an annual rate of 6.875% and 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. Interest on the 2025 Notes accrue at an annual rate of 7.125% and 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. Refer to Note 6 Long Term Debt in the 2018 Form 10-K for additional details on the terms of the Unsecured Notes. |