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If the principal balance of the Hibernia
Facility ever exceeds the borrowing base as reduced by the quarterly
borrowing base reduction (as described above), the principal balance
in excess of such reduced borrowing base will be due as of the date
of such reduction. Otherwise, any unpaid principal or interest will
be due at maturity.
If the principal balance of the Hibernia
Facility ever exceeds any re-determined borrowing base, the Company
has the option within thirty days to (individually or in combination):
(i) make a lump sum payment curing the deficiency; (ii) pledge additional
collateral sufficient in Hibernia National Bank's opinion to increase
the borrowing base and cure the deficiency; or (iii) begin making
equal monthly principal payments that will cure the deficiency within
the ensuing six-month period. Such payments are in addition to any
payments that may come due as a result of the quarterly borrowing
base reductions.
For each tranche of principal borrowed under
the revolving line of credit, the interest rate will be, at the
Company's option: (i) the Eurodollar Rate, plus an applicable margin
equal to 2.375% if the amount borrowed is greater than or equal
to 90% of the borrowing base, 2.0% if the amount borrowed is less
than 90%, but greater than or equal to 50% of the borrowing base,
or 1.625% if the amount borrowed is less than 50% of the borrowing
base; or (ii) the Base Rate, plus an applicable margin of 0.375%
if the amount borrowed is greater than or equal to 90% of the borrowing
base. Interest on Eurodollar Loans is payable on either the last
day of each Eurodollar option period or monthly, whichever is earlier.
Interest on Base Rate Loans is payable monthly.
The Company is subject to certain covenants
under the terms of the Hibernia Facility, including, but not limited
to the maintenance of the following financial covenants: (i) a minimum
current ratio of 1.0 to 1.0 (including availability under the borrowing
base), (ii) a minimum quarterly debt services coverage of 1.25 times,
and (iii) a minimum shareholders equity equal to $56.0 million,
plus 100% of all subsequent common and preferred equity contributed
by shareholders, plus 50% of all positive earning occurring subsequent
to such quarter end, all ratios as more particularly discussed in
the credit facility. The Hibernia Facility also places restrictions
on additional indebtedness, dividends to non-preferred stockholders,
liens, investments, mergers, acquisitions, asset dispositions, asset
pledges and mortgages, change of control, repurchase or redemption
for cash of the Company's common or preferred stock, speculative
commodity transactions, and other matters.
At December 31, 2001, amounts outstanding
under the Compass Facility totaled $7.2 million, with an additional
$0.6 million available for future borrowings. At December 31, 2002,
amounts outstanding under the Hibernia Facility totaled $8.5 million,
with an additional $4.3 million available for future borrowings.
No amounts under the Compass Facility were outstanding at December
31, 2002. At December 31, 2001, one letter of credit was issued
and outstanding under the Compass Facility in the amount of $0.2
million. At December 31, 2002, one letter of credit was issued and
outstanding under the Hibernia Facility in the amount of $0.2 million.
On June 29, 2001, CCBM, Inc., a wholly owned
subsidiary of the Company ("CCBM"), issued a non-recourse promissory
note payable in the amount of $7.5 million to RMG as consideration
for certain interests in oil and natural gas leases held by RMG
in Wyoming and Montana. The RMG note is payable in 41-monthly principal
payments of $0.1 million plus interest at 8% per annum commencing
July 31, 2001 with the balance due December 31, 2004. The RMG note
is secured solely by CCBM's interests in the oil and natural gas
leases in Wyoming and Montana. At December 31, 2001 and 2002, the
outstanding principal balance of this note was $6.8 million and
$5.3 million, respectively.
In December 2001, the Company entered into
a capital lease agreement secured by certain production equipment
in the amount of $0.2 million. The lease is payable in one payment
of $11,323 and 35 monthly payments of $7,549 including interest
at 8.6% per annum. In October 2002, the Company entered a capital
lease agreement secured by certain production equipment in the amount
of $0.1 million. The lease is payable in 36 monthly payments of
$3,462 including interest at 6.4% per annum. The Company has the
option to acquire the equipment at the conclusion of the lease for
$1, under both leases. DD&A on the capital leases for the year ended
December 31, 2002 amounted to $28,000 and accumulated DD&A on the
leased equipment at December 31, 2002 amounted to $28,000.
In December 1999, the Company consummated
the sale of $22.0 million principal amount of 9% Senior Subordinated
Notes due 2007 (the "Subordinated Notes") and $8.0 million of common
stock and Warrants. The Company sold $17.6 million, $2.2 million,
$0.8 million, $0.8 million and $0.8 million principal amount of
Subordinated Notes; 2,909,092, 363,636, 121,212, 121,212 and 121,212
shares of the Company's common stock and 2,208,152, 276,019, 92,006,
92,006 and 92,006 Warrants to CB Capital Investors, L.P. (now known
as JPMorgan Partners, LLC), Mellon Ventures, L.P., Paul B. Loyd,
Jr., Steven A. Webster and Douglas A.P. Hamilton, respectively.
The Subordinated Notes were sold at a discount of $0.7 million,
which is being amortized over the life of the notes. Interest payments
are due quarterly commencing on March 31, 2000. The Company may
elect, for a period of up to five years, to increase the amount
of the Subordinated Notes for 60% of the interest which would otherwise
be payable in cash. As of
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