5. Long-Term Debt

Long-term debt consists of the following (in thousands):



	December 31,		December 31,
	2014		2013
Credit Facilities:
Revolver	$	16,000	$	-
7.75% Senior Notes due 2019		475,000		475,000
7.75% Senior Notes due 2022		300,000		300,000
Unamortized premium		1,217		1,459
Capital leases and other notes		138,930		111,626
		931,147		888,085
Less current portion		48,575		41,394
	$	882,572	$	846,691

7.75% Senior Notes due 2019

On February 15, 2011, Basic issued $275.0 million aggregate principal amount of 7.75% Senior Notes due 2019 (the “2019 Notes”). On June 13, 2011, Basic issued an additional $200.0 million aggregate principal amount of 2019 Notes, resulting in outstanding 2019 Notes with aggregate principal amount of $475.0 million. The 2019 Notes are jointly and severally, and unconditionally, guaranteed on a senior unsecured basis by all of Basic’s current subsidiaries, other than three immaterial subsidiaries. The 2019 Notes and the guarantees rank (i) equally in right of payment with any of Basic’s and the subsidiary guarantors’ existing and future senior indebtedness, including Basic’s existing 7.75% Senior Notes due 2022 and the related guarantees, and (ii) effectively junior to all existing or future liabilities of Basic’s subsidiaries that do not guarantee the 2019 Notes and to Basic and the subsidiary guarantors’ existing or future secured indebtedness to the extent of the value of the collateral therefor.

The 2019 Notes and the guarantees were offered and sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The purchase price for the $275.0 million of 2019 Notes issued on February 15, 2011 was 100.000% of their principal amount, and the purchase price for the $200.0 million of 2019 Notes issued on June 13, 2011 was 101.000%, plus accrued interest from February 15, 2011. Basic received net proceeds from the issuance of the 2019 Notes of approximately $464.6 million after premiums and offering expenses. Basic used a portion of the net proceeds from the February 2011 offering to fund Basic’s tender offer and consent solicitation for Basic’s 11.625% Senior Secured Notes and to redeem any of the Senior Secured Notes not purchased in the tender offer. Basic used the net proceeds from the June 2011 offering to fund the $186.3 million purchase price for the Maverick Companies acquisition completed in July 2011 and for general corporate purposes.

The 2019 Notes were issued pursuant to an indenture dated as of February 15, 2011 (the “2019 Notes Indenture”), by and among Basic, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee. Interest on the 2019 Notes accrues from and including February 15, 2011 at a rate of 7.75% per year. Interest on the 2019 Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 2019 Notes mature on February 15, 2019.

The 2019 Notes Indenture contains covenants that, among other things, limit Basic’s ability and the ability of certain of its subsidiaries to:

incur additional indebtedness;

pay dividends or repurchase or redeem capital stock;

make certain investments;

incur liens;

enter into certain types of transactions with affiliates;

limit dividends or other payments by Basic’s restricted subsidiaries to Basic; and

sell assets or consolidate or merge with or into other companies.

These and other covenants that are contained in the 2019 Notes Indenture are subject to important exceptions and qualifications set forth in the 2019 Notes Indenture. At December 31, 2014, Basic was in compliance with the restrictive covenants under the 2019 Notes Indenture.

Basic may, at its option, redeem all or part of the 2019 Notes, at any time on or after February 15, 2015, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably to par and accrued and unpaid interest to the date of redemption.

Following a change of control, as defined in the 2019 Notes Indenture, Basic will be required to make an offer to repurchase all or a portion of the 2019 Notes at 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

7.75% Senior Notes due 2022

On October 16, 2012, Basic issued $300.0 million aggregate principal amount of 7.75% Senior Notes due 2022 (the “2022 Notes”). The 2022 Notes are jointly and severally, and unconditionally, guaranteed on a senior unsecured basis initially by all of Basic’s current subsidiaries other than three immaterial subsidiaries. The 2022 Notes and the guarantees rank (i) equally in right of payment with any of Basic’s and the subsidiary guarantors’ existing and future senior indebtedness, including Basic’s existing 2019 Notes and the related guarantees, and (ii) effectively junior to all existing or future liabilities of Basic’s subsidiaries that do not guarantee the 2022 Notes and to Basic’s and the subsidiary guarantors’ existing or future secured indebtedness to the extent of the value of the collateral therefor.

The 2022 Notes and the guarantees were offered and sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act. Basic received net proceeds from the issuance of the 2022 Notes of approximately $293.3 million after discounts and offering expenses. Basic used a portion of the net proceeds from the offering to fund Basic’s pending tender offer and consent solicitation for Basic’s 7.125% Senior Notes due 2016 (The “2016 Notes”) and to redeem any of the 2016 Notes not purchased in the tender offer. The remainder of the net proceeds were used for general corporate purposes.

The 2022 Notes and the guarantees were issued pursuant to an indenture dated as of October 16, 2012 (the “2022 Notes Indenture”), by and among Basic, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Interest on the 2022 Notes accrues from and including October 16, 2012 at a rate of 7.75% per year. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2013. The 2022 Notes mature on October 15, 2022.

The 2022 Notes Indenture contains covenants that, among other things, limit Basic’s ability and the ability of certain of Basic’s subsidiaries to:

•incur additional indebtedness;

•pay dividends or repurchase or redeem capital stock;

•make certain investments;

•incur liens;

•enter into certain types of transactions with affiliates;

•limit dividends or other payments by Basic’s restricted subsidiaries to Basic; and

•sell assets or consolidate or merge with or into other companies.

These and other covenants that are contained in the 2022 Notes Indenture are subject to important exceptions and qualifications set forth in the 2022 Notes Indenture. At December 31, 2014, Basic was in compliance with the restrictive covenants under the 2022 Notes Indenture.

Basic may, at its option, redeem all or part of the 2022 Notes, at any time on or after October 15, 2017, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably to par and accrued and unpaid interest to the date of redemption.

At any time before October 15, 2015, Basic, at its option, may redeem up to 35% of the aggregate principal amount of the 2022 Notes issued under the 2022 Notes Indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price of 107.750% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest to the date of redemption, as long as:

•at least 65% of the aggregate principal amount of the 2022 Notes issued under the 2022 Notes Indenture remains outstanding immediately after the occurrence of such redemption; and

such redemption occurs within 90 days of the date of the closing of any such qualified equity offering.

In addition, at any time before October 15, 2017, Basic may redeem some or all of the 2022 Notes at a redemption price equal to 100% of the principal amount of the 2022 Notes, plus an applicable premium and accrued and unpaid interest to the date of redemption.

Following a change of control, as defined in the 2022 Notes Indenture, Basic will be required to make an offer to repurchase all or a portion of the 2022 Notes at 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

Previous Revolving Credit Facility

On February 15, 2011, in connection with the initial offering of 2019 Notes, Basic terminated its previous $30.0 million secured revolving credit facility with Capital One, National Association, and entered into a credit agreement (the “Previous Credit Agreement”) providing for a $165.0 million Revolving Credit Facility. On November 26, 2014 Basic amended and restated the Previous Credit Agreement in order to increase the aggregate commitments and extend the maturity date (each defined in the Previous Credit Agreement), among other modifications.

Amended and Restated Revolving Credit Facility

On November 26, 2014, Basic entered into an amended and restated $300.0 million revolving credit facility (the “Amended and Restated Credit Agreement”) with a syndicate of lenders and Bank of America, N.A., as administrative agent for the lenders. The Amended and Restated Credit Agreement includes an accordion feature whereby the total credit available to Basic can be increased by up to $150.0 million under certain circumstances, subject to additional lender commitments. The obligations under the Credit Agreement are guaranteed on a joint and several basis by each of Basic’s current subsidiaries, other than three immaterial subsidiaries, and are secured by substantially all of Basic and Basic’s guarantors’ assets as collateral under a Security Agreement dated as of February 15, 2011, as ratified by a Ratification and Amendment of Security Agreement dated as of November 26, 2014 (as so ratified the “Security Agreement”).

Borrowings under the Amended and Restated Credit Agreement mature on November 26, 2019 unless Basic has not refinanced its 2019 Notes by August 15, 2018, in which event borrowing under the Amended and Restated Credit Agreement will mature on January 2, 2019. Basic has the ability at any time to prepay the Amended and Restated Credit Agreement without premium or penalty. At Basic’s option, advances under the Amended and Restated Credit Agreement may be comprised of (i) alternate base rate loans, at a variable base interest rate plus a margin ranging from 1.25% to 2.25% based on Basic’s consolidated leverage ratio or (ii) Eurodollar loans, at a variable base interest rate plus a margin ranging from 2.25% to 3.25% based on Basic’s consolidated leverage ratio. Basic will pay a commitment fee equal to 0.50% on the daily unused amount of the commitments under the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement contains various covenants that, subject to agreed upon exceptions, limit Basic’s ability and the ability of certain of Basic’s subsidiaries to:

•incur indebtedness;

•grant liens;

•enter into sale and leaseback transactions;

•make loans, capital expenditures, acquisitions and investments;

•change the nature of business;

•acquire or sell assets or consolidate or merge with or into other companies;

•declare or pay dividends;

•enter into transactions with affiliates;

•enter into burdensome agreements;

•prepay, redeem or modify or terminate other indebtedness;

•change accounting policies and reporting practices;

•amend organizational documents; and

•use proceeds to fund any activities of or business with any person that is the subject of governmental sanctions.

The Amended and Restated Credit Agreement also contains covenants that require Basic to maintain specified rations or conditions as follows:

a minimum consolidated interest coverage ratio of not less than 2.50 to 1.00;

a maximum consolidated leverage ratio not to exceed 4.00 to 1.00 ;

a maximum consolidated senior secured leverage ratio of 2.00 to 1.00.

If an event of default occurs under the Amended and Restated Credit Agreement, then the lenders may (i) terminate their commitments under the Amended and Restated Credit Agreement, (ii) declare any outstanding loans under the Amended and Restated Credit Agreement to be immediately due and payable (iii) require that Basic cash collateralize its letter of credit obligations and (iv) foreclose on the collateral secured by the Security Agreement.

On December 15, 2014, Basic entered into an amendment to the Amended and Restated Credit Agreement that, among other things, (i) permits the prepayment, purchase or other satisfaction of senior notes by the borrower in an aggregate principal amount not to exceed $100 million, provided that certain requirements are met, (ii) permits the disposition of those senior notes prepaid, purchased or otherwise satisfied by the borrower or any other loan party (the “Permitted Purchased Notes”), provided that certain requirements are met, (iii) permits the cancellation or other satisfaction of any Permitted Purchased Notes and (iv) removes Permitted Purchased Notes and any interest or gain therefrom from the calculations of consolidated interest coverage ratio, consolidated EBITDA, consolidated leverage ratio and consolidated net income under the Amended and Restated Credit Agreement.

Basic had $16.0 million in borrowings and $51.3 million of letters of credit outstanding under the Credit Agreement as of December 31, 2014, giving Basic $232.7 million of available borrowing capacity. At December 31, 2014, Basic was in compliance with its covenants under the Credit Agreement.

Other Debt

Basic has a variety of other capital leases and notes payable outstanding, which is generally customary in Basic’s business. None of these debt instruments is material individually. Basic’s leases with Banc of America Leasing & Capital, LLC require Basic to maintain a minimum debt service coverage ratio of 1.05 to 1.00. At December 31, 2014, Basic was in compliance with this covenant.

As of December 31, 2014 the aggregate maturities of debt, including capital leases, for the next five years and thereafter are as follows (in thousands):



	Debt		Capital Leases

2015	$	-	$	48,576
2016		-		40,923
2017		-		27,509
2018		-		18,217
2019		491,000		3,601
Thereafter		300,000		104
	$	791,000	$	138,930

Basic’s interest expense consisted of the following (in thousands):



	Years ended December 31,
	2014		2013		2012
Cash payments for interest	$	61,873	$	62,609	$	56,522
Commitment and other fees paid		2,767		1,905		1,658
Amortization of debt issuance costs and premium on senior secured notes		2,934		2,878		2,646
Change in accrued interest		(269)		129		1,559
Capitalized interest		(349)		(354)		(353)
Other		86		40		406
Total interest expense	$	67,042	$	67,207	$	62,438

Losses on Extinguishment of Debt

In October 2012, upon the retirement of the 2016 Notes, Basic paid a premium of $6.1 million to the holders of the 2016 Notes for the early termination of the notes.