on base rate loans is payable quarterly. On December 31, 2006,
the interest rate was approximately 10.11%, excluding the impact
of interest rate swaps on the Company’s outstanding borrowings
under the Second Lien Credit Facility.
We are subject to certain covenants under
the amended 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 Senior
Credit Facility; (2) a minimum quarterly interest coverage ratio
of 2.75 to 1.0 through December 31, 2007 and 3.0 to 1.0 thereafter;
(3) a minimum quarterly proved reserve coverage ratio of 1.5 to
1.0 through December 31, 2007 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 3.75 to 1.0
through December 31, 2007 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 our 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 Senior Credit Facility, the Agent may
not accelerate the amounts due under the Second Lien Credit Facility
until the earlier of 45 days after the occurrence of the event
resulting in the default and acceleration of the loans under the
Senior Credit Facility.
As of December 31, 2006, we had $147.8
million of borrowing outstanding under the Second Lien Credit
Facility. In January 2007, the Company drew the additional $75.0
million in borrowings and received net proceeds of $72.1 million
related to the December 2006 Amendment.
Senior Secured Revolving Credit Facility
On May 25, 2006, we entered into a Senior
Secured Revolving Credit Facility (“Senior Credit Facility”) with
JPMorgan Chase Bank, National Association, as administrative agent
that matures on May 25, 2010. The Senior Credit Facility provides
for a revolving credit facility up to the lesser of the borrowing
base and $200.0 million. It is secured by substantially all of
our assets and is guaranteed by our subsidiaries. The liens securing
the Senior Credit Facility are first in priority to the liens
securing the Second Lien Credit Facility.
As of December 31, 2006, we had $41.0
million of borrowings outstanding on a borrowing base availability
of $65.0 million.
On December 20, 2006, the Company amended
its Senior Credit Facility (the “Senior Credit Amendment”) in
connection with the aforementioned December 2006 Amendment. On
January 3, 2007, the Company drew the $75.0 million of additional
borrowings from its Second Lien Credit Facility, using a portion
of the net proceeds to repay the $41.0 million of outstanding
borrowings under the Senior Credit Facility.
Following the repayment of the outstanding
borrowings on January 3, 2007, the amended and undrawn borrowing
base was $54.25 million, with a conforming borrowing base of $46.75
million and subject to monthly reductions of $1.69 million commencing
May 1, 2007 and continuing on the first day of each month thereafter
until the borrowing base is redetermined. We may request one unscheduled
borrowing base determination subsequent to each scheduled determination,
and the lenders may request unscheduled determinations at any
time. In the event the outstanding principal balance of indebtedness
under the Second Lien Credit Facility exceeds $225.0 million,
the borrowing base under the Senior Credit Facility will be reduced
$1.00 for every $4.00 of such additional indebtedness under the
Second Lien Credit Facility.
If the outstanding principal balance
of the revolving loans under the Senior Credit Facility exceeds
the borrowing base at any time, we have the option within 30 days
to take any of the following actions, either individually or in
combination: make a lump sum payment curing the deficiency, pledge
additional collateral sufficient in the lenders' opinion to increase
the borrowing base and cure the deficiency or begin making equal
monthly principal payments that will cure the deficiency within
the ensuing sixmonth period. Those payments would be in addition
to any payments that may come due as a result of the quarterly
borrowing base reductions. Otherwise, any unpaid principal or
interest will be due at maturity.
The annual interest rate on each base
rate borrowing will be (1) the greatest of the Agent’s Prime Rate,
the Base CD Rate plus 1.0% and the Federal Funds Effective Rate
plus 0.5%, plus (2) a margin between 0.25% and 1.75% (depending
on the current level of borrowing base usage). The interest rate
on each Eurodollar Loan will be the adjusted LIBOR Rate plus a
margin between 1.5% to 3.0% (depending on the current level of
borrowing base usage).