| | | | | | | | | | | | | | | | |
| | | Key Terms | | Original Company
Proposal - 9/9/16 | | Original Lender Response - 9/23/16 | | Revised Company
Proposal - 10/3/16 | | Revised Lender
Response - 11/8/16 |
| RBL Lenders | | Revolver Maturity | | - | | 5 years | | - | | 4 years | | - | | 4 years | | - 4 years |
| | Borrowing Base | | - | | $260 million | | - | | $200 million, but limited to $100 million until Amethyst is producing | | - | | $235 million | | - $175 million, but limited to $125 million until Amethyst is producing |
| | Restricted Cash for P&A | | - | | N/A | | - | | $75 million | | - | | $75 million | | - $75 million |
| | Redetermination Holiday | | - | | Until June 30, 2018 | | - | | No redetermination holiday | | - | | Until April 2018 | | - Until Fall 2017 |
| | Redetermination Methodology | | - | | Strip pricing | | - | | Bank deck pricing | | - | | Bank Deck pricing | | - Bank Deck pricing |
| | Interest - Applicable Margin | | - | | No change | | - | | L + 3.00% - 4.00% | | - | | L + 2.50% - 3.50% | | - L + 3.00% - 4.00% |
| | Total Leverage Covenant | | - | | Q1’17 - Q2’18 3.75x | | - | | Financial covenants TBD based on pass-credit metrics | | - | | Financial covenants TBD based on Company projections | | - Financial covenants TBD |
| | | - | | Q3’18 - Q1’19 4.50x | | | | | | | |
| | | - | | Q2’19 - Q4’19 5.00X | | | | | | | |
| | | - | | Q1’20 - Q2’20 4.50x | | | | | | | |
| | | - | | Q3’20 - Q1’21 4.00x | | | | | | | |
| | | - | | Q2’21 - Maturity 3.75x | | | | | | | |
| | Anti-Hoarding Provision | | - | | Amend to allow for up to
$75 million of cash on
hand at any time | | - | | $25 million for draws | | - | | $25 million for draws | | - $25 million for draws |
| | | | | | - | | $50 million for repayments | | - | | $50 million for repayments | | - $50 million for repayments |
| | Other | | | | | | | | | | | | | | |
| | -Reporting | | - | | Eliminate cash flow
forecast reporting
requirements | | - | | Reporting - TBD | | - | | Reporting - TBD | | - Reporting - TBD |
| | -Restricted Payments | | - | | Eliminate restricted
payments | | - | | Restricted payments - TBD | | - | | Restricted payments - TBD | | - Restricted payments - TBD |
| | -Debt/Lien Baskets | | - | | Eliminate debt/lien
baskets | | - | | Debt/lien baskets - TBD | | - | | Debt/lien baskets - TBD | | - Debt/lien baskets - TBD |
| | -Change of Control | | - | | Eliminate change of
control provisions | | - | | Keep change of control but permit new equityholders resulting from restructuring | | - | | Keep change of control but permit new equityholders resulting from restructuring | | - Keep change of control but permit new equityholders resulting from restructuring |
| | -Intercreditor | | - | | Permit new intercreditor
agreement | | - | | Intercreditor agreement reflecting a ‘silent’ second lien | | - | | Intercreditor agreement reflecting a ‘silent’ second lien | | - Intercreditor agreement reflecting a ‘silent’ second lien |
| | -Mortgages | | - | | N/A | | - | | Mortgages increased to 95% | | - | | Mortgages increased to 95% | | - Mortgages increased to 95% |
| | -Hedging | | - | | N/A | | - | | Hedging - no less than 50% of production for the first two years | | - | | 25-50% of production hedged for a rolling two-year period | | - TBD |
| | -Other | | - | | N/A | | - | | Other provisions TBD based upon pass-credit terms | | - | | Other provisions TBD | | - Other provisions TBD |
Noteholders | | Cash Payment | | - | | $150 million
| | - | | $0 | | - | | $150 million | | - $50 million |
| | | | - | | Additionally,
Noteholders shall receive
85% of any net sale
proceeds in excess of
$350 million | | | | | | - | | Additionally, Noteholders shall receive 85% of any net sale proceeds in excess of $350 million | | |
| | New 2nd Lien Notes | | | | | | | | | | | | | | |
| | -Principal | | - | | $225 million | | - | | $150 million | | - | | $225 million | | - $250 million |
| | -Interest | | - | | 7.5% per annum (min of
3.75% cash pay;
Company can elect to
PIK 3.75%) | | - | | Same rate but the Company’s cash/PIK interest option determined by covenant levels | | - | | Same as original Company Proposal | | - Same rate but the Company’s cash/PIK interest option determined by covenant levels |
| | -Maturity | | - | | May 2022 | | - | | Same | | - | | Same as original Company Proposal | | - Same |
| | -Make-Whole | | - | | Years 1-3 @ T+50bps,
years 4-5 @ 105.625%,
year 6 @ par plus
accrued | | - | | Same | | - | | Same as original Company Proposal | | - Same |
| | Common Equity | | - | | Noteholders to receive
95% of common equity,
subject to dilution by
warrants, MIP and future
equity issuance | | - | | Same | | - | | Same | | - Same |
