Debt and other long term liabilities

3 Months Ended

Mar. 31, 2017

3. DEBT AND OTHER LONG-TERM OBLIGATIONS:
		March 31,		December 31,
		2017		2016
Total Debt:
6.125% Senior Notes due 2024	$	850,000	$	850,000
5.75% Senior Notes due 2018		450,000		450,000
Senior Notes issued by Ultra Resources, Inc.		1,460,000		1,460,000
Credit Agreement		999,000		999,000
Total current portion of long-term debt		3,759,000		3,759,000
Less: Liabilities subject to compromise(1) (See Note 1)		(3,759,000)		(3,759,000)
Total current portion of long-term debt not subject to compromise	$	-	$	-

Other long-term obligations:
Other long-term obligations	$	172,959	$	177,088

⁽¹⁾ All of our indebtedness that was outstanding at March 31, 2017 has been reclassified to liabilities subject to compromise in the Consolidated Balance Sheets. See Note 9 for information about the indebtedness we incurred in connection with, and that is now outstanding following, our emergence from bankruptcy.

Ultra Resources, Inc.

Credit Agreement. On October 6, 2011, Ultra Resources, Inc. (“Ultra Resources”), a wholly owned subsidiary of the Company, entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (the “Prepetition Credit Agreement”). Prior to the Effective Date, Ultra Resources’ obligations under the Credit Agreement are guaranteed by the Company and UP Energy Corporation (“UP Energy”), a wholly owned subsidiary of the Company.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 18, 2017, on the Effective Date, all principal, prepetition interest, and other undisputed amounts outstanding with respect to the Prepetition Credit Agreement were paid in full, and all of Ultra Resources’ obligations under the Prepetition Credit Agreement as well as the Company’s and UP Energy’s obligations under their respective guarantees of Ultra Resources’ obligations under the Prepetition Credit Agreement were cancelled and extinguished as provided in the Plan. From and after the Effective Date, neither the Company nor UP Energy nor Ultra Resources has any continuing obligations under the Prepetition Credit Agreement or the guarantees related thereto except to the extent specifically provided in the Plan. Please see Note 8 – “Commitments and Contingencies” in this Quarterly Report on Form 10-Q for additional information about claims pending with respect to the Prepetition Credit Agreement after the Effective Date.

Senior Notes. Prior to the Effective Date, Ultra Resources had outstanding $1.46 billion of senior notes (“Prepetition Senior Notes”) which were issued pursuant to a certain Master Note Purchase Agreement dated as of March 6, 2008 (as amended, supplemented or otherwise modified, the “MNPA”). The Prepetition Senior Notes ranked pari passu with the Prepetition Credit Agreement. Payment of the Prepetition Senior Notes was guaranteed by the Company and by UP Energy. The Prepetition Senior Notes were subject to representations, warranties, covenants and events of default similar to those in the Prepetition Credit Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 18, 2017, on the Effective Date, all principal, prepetition interest, and other undisputed amounts outstanding with respect to the Prepetition Senior Notes were paid in full, and Ultra Resources’ obligations under the MNPA and with respect to the Prepetition Senior Notes as well as the Company’s and UP Energy’s obligations under their respective guarantees of Ultra Resources’ obligations under the MNPA and the Prepetition Senior Notes were cancelled and extinguished as provided in the Plan. From and after the Effective Date, neither the Company nor UP Energy nor Ultra Resources has any continuing obligations under the MNPA or with respect to the Prepetition Senior Notes or the guarantees related thereto except to the extent specifically provided in the Plan. Please see Note 8 – “Commitments and Contingencies” in this Quarterly Report on Form 10-Q for additional information about claims pending with respect to the Prepetition Senior Notes and the MNPA after the Effective Date.

Ultra Petroleum Corp. Senior Notes

Senior Notes due 2024: On September 18, 2014, the Company issued $850.0 million of 6.125% unsecured Senior Notes due October 1, 2024 (“2024 Notes”). The Company’s filing of the chapter 11 petitions described in Note 1 constituted an event of default that accelerated the Company’s obligations under the 2024 Notes. Under the indenture pursuant to which the 2024 Notes were issued, upon the acceleration of the Company’s obligations under the 2024 Notes, the 2024 Notes were deemed to have matured and the unpaid principal balance and unpaid, accrued interest as well as any applicable premiums (as determined pursuant to the indenture) was due.

Senior Notes due 2018: On December 12, 2013, the Company issued $450.0 million of 5.75% unsecured Senior Notes due December 15, 2018 (“2018 Notes”). The Company’s filing of the chapter 11 petitions described in Note 1 constituted an event of default that accelerated the Company’s obligations under the 2018 Notes. Under the indenture pursuant to which the 2018 Notes were issued, upon the acceleration of the Company’s obligations under the 2018 Notes, the 2018 Notes were deemed to have matured and the unpaid principal balance and unpaid, accrued interest as well as any applicable premiums (as determined pursuant to the indenture) was due.

Holders of 2018 Notes and 2024 Notes filed proofs of claim in our chapter 11 proceedings related to the notes. In addition, as described above, certain of the holders of 2018 Notes and 2024 Notes entered into the PSA and the BCA with the Debtors.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 18, 2017, on the Effective Date, the claims related to the 2018 Notes and 2024 Notes were allowed in full, each holder of a claim related to a 2018 Note and/or 2024 Note received a distribution of our common stock in the amount of such holders’ applicable claim, and the Company’s obligations under the indentures pursuant to which the 2018 Notes and the 2024 Notes were issued, respectively, as well as the Company’s obligations under the 2018 Notes and the 2024 Notes, respectively, were cancelled and extinguished as provided in the Plan. From and after the Effective Date, the Company has no continuing obligations under either the indentures pursuant to which the 2018 Notes and the 2024 Notes were issued, respectively, or pursuant to the 2018 Notes or the 2024 Notes.

Other long-term obligations: These costs primarily relate to the long-term portion of production taxes payable and asset retirement obligations.