| an applicable
margin to be determined by the lenders. 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 the following covenants under the terms of the First Lien
Credit Facility. These covenants, as amended, include the following financial
covenants: (1) a minimum current ratio of 1.0 to 1.0 (including availability under
the borrowing base), (2) a minimum quarterly debt service coverage of 2.75 times
through September 30, 2006 and 3 times thereafter, (3) a maximum total net recourse
debt to EBITDA (as defined in the First Lien Credit Facility, as amended) ratio,
such that the maximum is 3.5 to 1.0 through September 30, 2006, 3.25 to 1.0 through
December 31, 2006 and 3.0 to 1.0 thereafter; (4) a covenant regarding maintenance
of a minimum shareholders’ equity, such that the quarterly minimum is $115.0 million
plus 100% of all subsequent common and preferred equity contributed by shareholders
subsequent to March 31, 2005, plus 50% of all positive earnings occurring subsequent
to March 31, 2005; and (5) a covenant regarding maintenance of a minimum EBITDA
to interest expense ratio, such that the minimum is 2.75 to 1.0 through September
30, 2006 and 3.0 to 1.0 thereafter. The First Lien Credit Facility also places
restrictions on additional indebtedness, dividends to shareholders, liens, investments,
mergers, acquisitions, asset dispositions, asset pledges and mortgages, change
of control, repurchase or redemption for cash of the Company’s common stock, speculative
commodity transactions and other matters. On April
27, 2005, the Company amended the First Lien Credit Facility to, among other things,
add a provision restricting loans from the Company to its subsidiaries or guarantors
of the First Lien Credit Facility if the proceeds of such loans will be invested
in an entity in which the Company holds an equity interest. The
Facility A Borrowing Base, under the First Lien Credit Facility, as of December
31, 2004 and December 31, 2005 was $30.0 million and $22.5 million, respectively.
At December 31, 2005, two letters of credit totaling
$5.6 million were outstanding under the First Lien Credit Facility. There were
no letters of credit outstanding at December 31, 2004. Second
Lien Credit Facility On July 21, 2005, the Company
entered into a second lien credit agreement with Credit Suisse, as administrative
agent and collateral agent (the “Agent”) and the lenders party thereto (the “Second
Lien Credit Facility”) that matures on July 21, 2010. The Second Lien Credit Facility
provides for a term loan facility in an aggregate principal amount of $150.0 million.
It is secured by substantially all of the Company’s assets and is guaranteed by
the Company’s subsidiary. The liens securing the Second Lien Credit Facility are
second in priority to the liens securing the First Lien Credit Facility, as more
fully described in the intercreditor agreement among the Company, the Agent, the
agent under the First Lien Credit Facility and the lenders. A
portion of the proceeds from the Second Lien Credit Facility were used to (1)
repay $52.9 million of subordinated notes and cancel all outstanding indebtedness
under the Subordinated Notes and the Senior Secured Notes; (2) repay, at the Company’s
election, $18.5 million existing indebtedness under the First Lien Credit Facility;
and (3) to pay associated transaction costs. The remaining proceeds are expected
to be used to partially fund the Company’s ongoing capital expenditures program
and for other general corporate purposes. The interest
rate on each base rate loan will be (1) the greater of the Agent’s prime rate
and the federal funds effective rate plus 0.5%, plus (2) a margin of 5.0%. The
interest rate on each eurodollar loan will be the adjusted LIBOR rate plus a margin
of 6.0%. Interest on eurodollar loans is payable on either the last day of each
period or every three months, whichever is earlier. Interest on base rate loans
is payable quarterly. The Company is subject to certain
covenants under the terms of the Second Lien Credit Facility. These covenants
include, but are not limited to, the maintenance of the following financial covenants:
(1) a minimum current ratio of 1.0 to 1.0 including availability under the borrowing
base under the First Lien Credit Facility; (2) a minimum quarterly interest coverage
ratio of 2.75 to 1.0 through June 30, 2006 and 3.0 to 1.0 thereafter; (3) a minimum
quarterly proved reserve coverage ratio of 1.5 to 1.0 through September 30, 2006
and 2.0 to 1.0 thereafter; and (4) a maximum total net recourse debt to EBITDA
(as defined in the Second Lien Credit Facility) ratio of not more than 3.5 to
1.0 through June 30, 2006 and 3.25 to 1.0 thereafter. The Second Lien Credit Facility
also places restrictions on additional indebtedness, dividends to shareholders,
liens, investments, mergers, acquisitions, asset dispositions, repurchase or redemption
of the Company’s common stock, speculative commodity transactions, transactions
with affiliates and other matters. The Second Lien
Credit Facility is subject to customary events of default. Subject to certain
exceptions, if an event of default occurs and is continuing, the Agent may accelerate
amounts due under the Second Lien Credit Facility (except for a bankruptcy event
of default, in which case such amounts will automatically become due and payable).
If an event of default occurs under the Second Lien Credit Facility as a result
of an event of default under the First Lien Credit Facility, the Agent may not
accelerate the | |