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As of December 31, 2007, the Company had
$34.0 million of borrowings outstanding on a borrowing base availability
of $145.0 million.
On September 11, 2007, the Company entered
into the Second Amendment (the “Second Amendment”) to the Senior
Credit Facility. The Second Amendment provides that in the event
the scheduled redetermination of the borrowing base is not made
on or prior to January 1, 2008 as a result of the Company’s failure
to comply with the requirement to deliver required engineeringreports,
the borrowing base will be reduced by $3.0 million commencing on
January 1, 2008 and continuing on the first day of each month thereafter
until the borrowing base is redetermined. The conforming and non-conforming
borrowing base(s) (as defined in the Senior Credit Facility) were
amended to be $100.0 million and $17.0 million, respectively. In
connection with the Second Amendment, a second bank was added to
the credit agreement. In addition, the Second Amendment increased
the allowed amount of investments in unrestricted subsidiaries that
the Company may make.
On December 20, 2007, the Company entered
into the Third Amendment (the “Third Amendment”) to the Senior Credit
Facility. The conforming and non-conforming borrowing bases were
amended to be $125.0 million and $20.0 million, respectively. In
connection with the Third Amendment, the co-lending group was expanded
to four banks and the $3.0 million borrowing base reduction associated
with the delivery of engineering reports at January 1, 2008 was
removed.
If the outstanding principal balance of
the revolving loans under the Senior Credit Facility exceeds the
borrowing base at any time, the Company has the option within 30
days to take any of the following actions, either individually or
in combination: makea 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 six-month 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 LIBO rate plus a margin between1.5%
to 3.0% (depending on the current level of borrowing base usage).
The Company is subject to certain covenants
under the amended terms of the Senior Credit Facility which include,
but are not limited to, the maintenance of the following financial
ratios: (1) a minimum current ratio of 1.0 to 1.0; and (2) a maximum
total net debt to Consolidated EBITDAX (as defined in the Senior
Credit Facility) of 3.75 to 1.0 for the fiscal quarters through
and including December 31, 2007, 3.25 to 1.0 for the fiscal quarter
March 31, 2008 and thereafter.
The Senior Credit Facility alsoplaces restrictions
on 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 Senior Credit
Facility is subject to customary events of default, the occurrence
and continuation of which could result inthe acceleration of amounts
due under the facility by the agent or the lenders.
At December 31, 2007, the Company was in
compliance with all of its debt covenants.
7. COMMITMENTS
AND CONTINGENCIES
From time to time, the Company is party
to certain legal actions and claims arising in the ordinary course
of business. While the outcome of these events cannot be predicted
with certainty, management does not expect these matters to have
a materially adverse effect on the financial position or results
of operations of the Company.
The operations and financial position of
the Company continue to be affected from time to time in varying
degrees by domestic and foreign political developments as well as
legislation and regulations pertaining to restrictions on oil and
natural gas production, imports and exports, natural gas regulation,
tax increases, environmental regulations and cancellation of contract
rights. Both the likelihood and overall effect of such occurrences
on the Company vary greatly and are not predictable.
The Company has a long-term operating lease
agreement for its corporate offices that expires December 2011.
Under the terms of the lease agreement, the Company received a rent
abatement equal to six months of lease payments and a build out
allowance that is being amortized to expense over the term of the
lease. In July 2006, the Company amended its lease agreementto expand
the leased office space by an additional floor. The lease term for
the additional floor also expires in December 2011. Rent expense
for the years ended December 31, 2007, 2006 and 2005 was $0.9 million,
$0.6 million and $0.5 million, respectively, and includes rent expense
for the Company’s corporate office and a field office in the Barnett
Shale area.
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