Debt | 6 . December 31, 2019 Principal (1) Unamortized Deferred Financing Costs and Discounts (2) Unamortized Premium on Exchange Transaction Carrying Value Credit Agreement, secured, due January 2022 $ 64,700 $ — $ — $ 64,700 Term Loan, secured, due April 2024 968,756 (22,498 ) — 946,258 Second Lien Notes, secured, due July 2024 583,853 — 203,883 787,736 6.875% Unsecured Notes due April 2022 150,439 (11,146 ) — 139,293 7.125% Unsecured Notes due April 2025 225,000 (12,777 ) — 212,223 Total $ 1,992,748 $ (46,421 ) $ 203,883 $ 2,150,210 (1) Includes PIK interest on the Term Loan and Second Lien Notes of $1.1 million and $11.8 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 Unamortized Deferred Financing Costs and Discounts (1) Unamortized Premium on Exchange Transaction Carrying Value Credit Agreement, 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% Unsecured Notes due April 2022 195,035 (15,168 ) — 179,867 7.125% Unsecured Notes due April 2025 225,000 (14,608 ) — 210,392 $ 2,044,035 $ (56,650 ) $ 228,096 $ 2,215,481 Less: Current maturities 7,313 — — 7,313 Total Long-term debt $ 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. Aggregate maturities of debt at December 31, 2020 (1) $ 1,992,748 2021 $ — 2022 ( 2 ) $ — 2023 $ — 2024 $ — Beyond 5 years $ — Total $ 1,992,748 (1) As previously noted, the audit report prepared by the Company’s independent registered public accounting firm includes an explanatory paragraph expressing uncertainty as to our ability to continue as a going concern. This is a default under each of the Credit Agreement and Term Loan Agreement on April 14, 2020 when we deliver our financial statements to the lenders under the Credit Agreement. As a result, we have reclassified our total outstanding debt as short-term as of December 31, 2019. (2) In connection with the Exchange Transaction, the Company entered into the Term Loan Amendment, which among other things, included a prohibition on repurchasing more than $50 million of the 6.875% Unsecured Notes due 2022 or the 7.125% Unsecured Notes due 2025 at their respective maturity dates or within one year thereof. Ultra Resources, Inc. Credit Agreement. Ultra Resources Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Ultra Resources”), entered into a Credit Agreement (as amended, the “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). On February 14, 2020, Ultra Resources entered into a Sixth Amendment to the Credit Agreement (the “Sixth Amendment”) with the RBL Administrative Agent and the RBL Lenders party thereto. Pursuant to the Sixth Amendment and the spring 2020 borrowing base redetermination, the Borrowing Base (as defined in the Credit Agreement) was reduced, effective April 1, 2020 to $1.075 billion, with $100 million attributed to the Revolving Credit Facility. As described in previous periodic reports, the commitment amount for the Revolving Credit Facility was reduced from $120 million to $100 million, as established by the Sixth Amendment. Also included in the Sixth Amendment was the reduction of the all times anti-cash hoarding amount to $15 million and a provision to complete the borrowing base redetermination quarterly. The next scheduled borrowing base redetermination is scheduled to be completed on or before July 1, 2020. Other provisions of the Credit Agreement, including the recent amendments are described below: • elimination of all financial maintenance covenants; • required minimum hedging on projected natural gas volumes for at least 50% through March 31, 2020, and no minimum hedging requirements exist thereafter; • limitation of capital expenditures of $65 million, $10 million and $5 million, for the quarters ended September 30, 2019, December 31, 2019, and quarterly thereafter, with the ability to carryforward unused amounts up to $5 million in aggregate; and • ability to repurchase indebtedness, including borrowings under the Company’s Senior Secured Term Loan, Senior Secured Second Lien Notes, 6.875% Senior Notes due 2022 and 7.125% Senior Notes due 2025 under certain circumstances, including having no amounts drawn on the Revolving Credit Facility, the Company having established adequate cash reserves, satisfaction of a first lien incurrence test, each as set forth in the Fifth Amendment, and compliance with the Company’s other debt documents. The Term Loan and the Second Lien Notes continue to have prohibitions against the use of cash to repurchase debt. Therefore, in order for the Company to utilize this provision provided by the Credit Agreement, the Company would have to receive additional approval from both the Term Loan Lenders (as defined below) and the holders of the Second Lien Notes. As of December 31, 2019, Ultra Resources had $64.7 million of outstanding borrowings under the Revolving Credit Facility, plus an outstanding Letter of Credit of $6.7 million, with total commitments of $200.0 million. Availability under the Revolving Credit Facility is the undrawn portion of the commitment, plus the unrestricted cash of the Company, and net of any outstanding letters of credit outstanding for a total availability of $130.3 million as of December 31, 2019. The Company believes there is substantial doubt that its projected cash flows from operations and available liquidity under the Sixth Amendment will be adequate to meet its obligations for the ensuing twelve months from the date of this report. The next scheduled borrowing base redetermination will be July 1, 2020, as noted above, and then continue on a quarterly basis thereafter. To the extent future commitments under the Credit Agreement decreases below the outstanding balance of the Revolving Credit Facility, because of a downward redetermination of the borrowing base and commitment amount, the Company would be required to enter into a mandatory repayment schedule to satisfy the deficiency. Should the lenders not support such a repayment schedule, in month liquidity for the Company could be inadequate to meet obligations on a timely basis. In the event that the borrowing base is reduced to an amount that is less than the outstanding borrowings under the Term Loan Agreement, then commitments under the Revolving Credit Facility would be reduced to zero and Ultra Resources would become subject to additional coverage tests under the Term Loan Agreement. Among these new requirements is an asset coverage test and, if not satisfied, Ultra Resources would be required to make mandatory prepayments to the Term Loan Lenders in order to cure any deficiency. Failure to make such required payments would result in an Event of Default under the Term Loan Agreement. The Revolving Credit Facility has $35.0 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 based upon the borrowing base utilization grid. 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. As noted above, the Fifth Amendment established a maximum capital expenditure level. Per the definition of maximum capital expenditures in the Fifth Amendment, the Company expended $6.8 million in the quarter ended December 31, 2019, and $53.7 million in the quarter ended September 30, 2019, resulting in a $5 million carryover as of December 31, 2019. The Revolving Credit Facility also contains customary affirmative and negative covenants, including, 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. As of December 31, 2019, Ultra Resources was in compliance with its debt covenants under the Revolving Credit Facility. Subsequent to December 31, 2019, the audit report the Company received with respect to its consolidated financial statements contains an explanatory paragraph expressing uncertainty as to the Company’s ability to continue as a going concern, the delivery of which constitutes a default under the Credit Agreement. 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 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 may terminate any outstanding unfunded commitments. Term Loan. Ultra Resources, entered into a Term Loan Agreement (the “Term Loan Agreement”) as the borrower with the Company and UP Energy Corporation, as parent guarantors, with Barclays Bank PLC(“Barclays”), as administrative agent (the “Term Loan Administrative Agent”), and with the other lenders party thereto from time to time (collectively, the “Term Loan Lenders”), providing for a term loan credit facility. As of December 31, 2019, Ultra Resources had a balance of approximately $968.8 million in borrowings, including $1.1 million PIK interest. 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 2018 Exchange Transaction (as defined below), 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, with the remaining term of the call protection at 101% until December 21, 2020; • 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; • collateral coverage established at 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; • prohibiting the repurchase of more than $50 million of the 2022 Notes (as defined below) or the 2025 Notes (as defined below) at their respective maturity dates or within one year thereof; • 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”) solely upon election by Ultra Resources. During 2019, the Company elected the PIK option for several of its selected interest payments. In the third quarter 2019, the Company began electing not to utilize this PIK option. Beginning in June 2019, 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. Remaining 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 including a situation in which the Revolving Credit Facility no longer exist, there is a prepayment requirement if the asset coverage ratio is less than 2.0 to 1.0. To the extent any mandatory prepayments equal to six monthly payments are required in order to attain compliance, with such amounts being 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 December 31, 2019, Ultra Resources was in compliance with all of its debt covenants under the Term Loan Agreement. Subsequent to December 31, 2019, the audit report the Company received with respect to its consolidated financial statements contains an explanatory paragraph expressing uncertainty as to the Company’s ability to continue as a going concern, the delivery of which constitutes a default 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 December 31, 2019, Ultra Resources had approximately $583.9 million, including $11.8 million of PIK interest, in outstanding borrowings of Senior Secured Second Lien Notes (the “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. Interest on the Second Lien Notes accrues at (i) an annual rate of 9.00% payable in cash and (ii) an annual rate of 2.00% PIK. The cash interest payment dates for the Second Lien Notes are January 15 and July 15 of each year, commencing in July 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. 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 111.000% 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, 2019, 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 105.500% for the twelve-month period beginning on December 21, 2021, 102.750% for the twelve-month period beginning December 21, 2022, and 100.000% 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 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. 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, (viii) enter into agreements that restrict distributions from certain restricted subsidiaries and the consummation of mergers and consolidations; (ix) 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 (x) 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 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. Senior Unsecured Notes . At December 31, 2019, Ultra Resources had approximately $150.4 million of the 6.875% Senior Notes due 2022 In December 2018, the Company exchanged (i) $505 million aggregate principal amount, or 72.1%, of the 2022 Notes, and (ii) $275 million aggregate principal amount, or 55%, of the 2025 Notes of Ultra Resources for (a) $545.0 million aggregate principal amount of new Second Lien Notes, and (b) an aggregate of 10,919,499 Warrants (such transaction, the “2018 Exchange Transaction”). Then in the first quarter of 2019, the Company entered into an incremental note exchange transaction that provided for the exchange of $44.6 million aggregate principal amount of 2022 Notes for $27.0 million aggregate principal amount of Second Lien Notes (together with the 2018 Exchange Transaction, the “Exchange Transactions”), as allowed by the Second Lien Notes Indenture. The Company evaluated the accounting treatment of the Exchange Transactions under ASC 470, Debt 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. 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. |