LONG-TERM DEBT | LONG-TERM DEBT June 30, 2018 December 31, 2017 (In thousands) Riverstone First Lien Loans associated with the Amended and Restated Senior Secured Term Loan Credit Agreement, due 2021, net of debt issuance costs and debt discount $ 47,805 $ — 6% Bridge Loans associated with the amended First Lien Term Loan, due 2019, net of debt issuance costs — 30,363 8.25% Second Lien Term Loans, due 2021, net of debt issuance costs and debt discount 110,743 96,431 6% note payable to SOS Investment, LLC, due 2019 — 1,000 Other notes payable, due 2018 5 11 Total long-term debt $ 158,553 $ 127,805 Less: current portion (5 ) (11 ) Total long-term debt, net of current portion $ 158,548 $ 127,794 As of June 30, 2018 and December 31, 2017 , the carrying amounts of the Company's Riverstone First Lien Loans and Second Lien Term Loans were as follows (in thousands) : Principal Amount Paid-in- kind Interest Unamortized Debt Issuance Costs & Debt Discount Carrying Amount June 30, 2018: Riverstone First Lien Loans, due January 2021 $ 50,000 $ — $ (2,195 ) $ 47,805 Second Lien Term Loans, due April 2021 150,000 12,189 (51,446 ) 110,743 Total: $ 200,000 $ 12,189 $ (53,641 ) $ 158,548 December 31, 2017: Bridge Loans associated with the amended First Lien Term Loan, due September 2019 $ 30,000 $ 807 $ (444 ) $ 30,363 Second Lien Term Loans, due April 2021 150,000 5,752 (59,321 ) 96,431 Total: $ 180,000 $ 6,559 $ (59,765 ) $ 126,794 Second Lien Credit Agreement On April 26, 2017, the Company entered into the Second Lien Credit Agreement comprised of convertible loans in an aggregate initial principal amount of up to $125 million available in two separate tranches. The first tranche consists of an $80 million term loan (the “Second Lien Term Loan”), which was fully drawn and funded on April 26, 2017. The second tranche consists of up to $45 million in delayed-draw term loans (the “Delayed Draw Term Loan” and, together with the Second Lien Term Loan, the “Second Lien Loans”) to be funded on or before February 28, 2019, at the request of the Company, subject to certain conditions, in a single draw or in multiple draws. Each tranche of Second Lien Loans will bear interest at a rate of 8.25% per annum, compounded quarterly in arrears and payable only in-kind by increasing the principal amount of the loan by the amount of the interest due on each interest payment date. On October 3, 2017, the Company, the Guarantors, the Agent and the Lenders entered into Amendment No. 1 to the Second Lien Credit Agreement (“Amendment No. 1 to the Second Lien Credit Agreement”). The purpose of Amendment No. 1 to the Second Lien Credit Agreement is to waive certain conditions precedent to the drawing of the Delayed Draw Term Loan under the Second Lien Credit Agreement and to provide for the funding of such Delayed Draw Term Loan upon the signing of the lease acquisition agreement with KEW. The Company borrowed the full $45.0 million of the availability under the Delayed Draw Term Loan on October 4, 2017. On October 19, 2017, the Company entered into a second amendment to the Second Lien Credit Agreement (“Amendment No. 2 to the Second Lien Credit Agreement”), by and among the Company, the Guarantors, the Agent and the Lenders, including the Lead Lender. Amendment No. 2 to the Second Lien Credit Agreement permits the Company to incur the Incremental Bridge Loan under the First Lien Credit Agreement. On November 10, 2017, the Company entered into a third amendment to the Second Lien Credit Agreement (“Amendment No. 3 to the Second Lien Credit Agreement”), by and among the Company, the Guarantors, the Agent and the Lenders, including the Lead Lender. Amendment No. 3 to the Second Lien Credit Agreement increased by $25.0 million the amount of delayed draw term loans available for borrowing under the Second Lien Credit Agreement. The additional $25.0 million of Delayed Draw Term Loan was drawn on November 10, 2017. The $25.0 million of proceeds from these loans may be used to fund oil and natural gas property acquisitions, subject to certain limitations, to fund drilling and completion costs or for other general corporate purposes. On January 31, 2018, the Company entered into a fourth amendment to the Second Lien Credit Agreement with the Guarantors, the Lenders, including Värde Partners, Inc., as lead lender, and the Agent (“Amendment No. 4 to the Second Lien Credit Agreement”). The purpose of Amendment No. 4 to the Second Lien Credit Agreement was to, among other matters: • permit the Company to enter into the Riverstone First Lien Credit Agreement and incur the Riverstone First Lien Loans and related liens; • permit the Company to issue the Series C Preferred Stock; and • after the issuance of the Series C Preferred Stock, reduce from two to one the maximum number of members of the Board of Directors, the lenders under the Second Lien Credit Agreement will have the right to appoint following the conversion of the convertible loans under the Second Lien Credit Agreement. The Second Lien Loans are secured by second priority liens on substantially all of the Company’s and the Guarantors’ assets, including their oil and natural gas properties located in the Delaware Basin, and all of the obligations thereunder are unconditionally guaranteed by each of the Guarantors. The Second Lien Loans mature on April 26, 2021 . The Second Lien Loans are subject to mandatory prepayment with the net proceeds of certain asset sales, casualty events and debt incurrences, subject to the right of the Company to reinvest the net proceeds of asset sales and casualty events within 180 days and, in the case of asset sales and casualty events, prepayment of the Bridge Loan. The Company may not voluntarily prepay the Second Lien Loans prior to March 31, 2019 except (a) in connection with a Change of Control (as defined in the Second Lien Credit Agreement) or (b) if the closing price of our common stock on the principal exchange on which it is traded has been equal to or greater than 110% of the Conversion Price (as defined below) for at least 20 of the 30 trading days immediately preceding the prepayment. The Company will be required to pay a make-whole premium in connection with any mandatory or voluntary prepayment of the Second Lien Loans. Each tranche of the Second Lien Loans is separately convertible at any time, in full and not in part, at the option of the Lead Lender, as follows: • 70% of the principal amount of each tranche of Second Lien Loans, together with accrued and unpaid interest and the make-whole premium on such principal amount, will convert into a number of newly issued shares of common stock determined by dividing the total of such principal amount, accrued and unpaid interest and make-whole premium by $5.50 (subject to certain customary adjustments, the “Conversion Price”); and • 30% of the principal amount of each tranche of Second Lien Loans, together with accrued and unpaid interest and the make-whole premium on such principal amount, will convert on a dollar for dollar basis into a new term loan (the “Take Back Loans”). The terms of the Take Back Loans will be substantially the same as the terms of the Second Lien Loans, except that the Take Back Loans will not be convertible and will bear interest payable in cash at a rate of LIBOR plus 9% (subject to a 1% LIBOR floor). Additionally, the Company will have the option to convert the Second Lien Loans, in whole or in part, into shares of common stock at any time or from time to time if, at the time of exercise of the Company’s conversion option, the closing price of the Company's common stock on the principal exchange on which it is traded has been at least 150% of the Conversion Price then in effect for at least 20 of the 30 immediately preceding trading days. Conversion at the Company’s option will occur on the same terms as conversion at the Lender’s option. The Second Lien Loans contains certain customary representations and warranties and affirmative and negative covenants, including covenants relating to: maintenance of books and records, financial reporting and notification, compliance with laws, maintenance of properties and insurance; limitations on incurrence of indebtedness, investments, dividends and other restricted payments, lease obligations, hedging and capital expenditures; and maintenance of a specified asset coverage ratio. The Second Lien Loans also provides for events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, cross-default on certain outstanding debt obligations, the failure of a Guarantor to comply with the provisions of its Guaranty, and bankruptcy or insolvency events, subject to certain specified cure periods. The amounts under the Second Lien Loans could be accelerated and be due and payable upon an event of default. As of June 30, 2018 , the Company was in compliance with all restrictive covenants. As discussed in Note 6, Fair Value of Financial Instruments, and Note 8, Derivatives , the Company separately accounts for the embedded conversion features of the Second Lien Loans as a derivative instrument in accordance with accounting guidance relating to recording embedded derivatives at fair value. The initial fair value of the embedded derivatives is recorded as a debt discount to the convertible Second Lien Term Loan. The debt discount is amortized over the term of the Second Lien Loans using effective interest rate. Riverstone First Lien Credit Agreement On January 30, 2018, the Company entered into an Amended and Restated Senior Secured Term Loan Credit Agreement (the “Riverstone First Lien Credit Agreement”) by and among the Company, the subsidiaries of the Company party thereto as guarantors, Riverstone Credit Management LLC, as administrative agent and collateral agent, and the lenders party thereto. Effective at closing under the Riverstone First Lien Credit Agreement, which occurred on January 31, 2018, the Riverstone First Lien Credit Agreement amended and restated the Company's First Lien Credit Agreement, which was entered into by the Company on September 29, 2016, and subsequently amended on April 26, 2017, July 25, 2017, and October 19, 2017 (the "First Lien Credit Agreement"). Pursuant to the Riverstone First Lien Credit Agreement, the lenders thereunder agreed to make term loans to the Company in the aggregate principal amount of $50 million (the “Riverstone First Lien Loans”), all of which were funded in full at closing at an original issue discount of 1.0% of the principal amount. The Riverstone First Lien Credit Agreement provides the potential for additional term loans of up to $30 million , as requested by the Company and subject to certain conditions, which additional loans were uncommitted at closing. The Company used approximately $31.5 million of the proceeds of the Riverstone First Lien Loans to repay in full its obligations under and retire the First Lien Credit Agreement during the first quarter of 2018 . Amendments to Riverstone First Lien Credit Agreement and Second Lien Credit Agreement On February 20, 2018, the Company entered into the following amendments to its existing credit agreements (collectively, the “Amendments”): (i) Amendment No. 1 to the Riverstone First Lien Credit Agreement and (ii) Amendment No. 5 to the Second Lien Credit Agreement. Pursuant to the Amendments and a consent letter received from the Purchasers (as defined in Note 12 below), in their capacity as the holders of all of the issued and outstanding shares of Series C Preferred Stock, the Company has been granted the right to repurchase shares of its Common Stock for an aggregate purchase price up to $10,000,000 (subject to certain exceptions and conditions). The commencement of any repurchase of shares of Common Stock is subject to compliance with applicable law, Board approval, and market conditions. Interest Expense The components of interest expense are as follows ( in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Interest on term loans $ 1,078 $ 330 $ 2,538 $ 847 Interest on notes payable — 15 — 29 Paid-in-kind interest on term loans 3,269 1,341 6,437 1,341 Amortization of debt financing costs 262 1,495 881 1,622 Amortization of discount on term loans 3,963 3,473 7,804 3,588 Total $ 8,572 $ 6,654 $ 17,660 $ 7,427 |