Long-Term Debt

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



	Successor			Predecessor
	December 31,			December 31,
	2016			2015
Credit Facilities:
Term Loan	$	164,175		$	—
7.75% Senior Notes due 2019	—			475,000
7.75% Senior Notes due 2022	—			300,000
Capital leases and other notes	78,046			111,063
Unamortized discounts (premiums)	(19,001		)	(8,748		)
	223,220			877,315
Less current portion	38,468			48,651
Long-term debt	$	184,752		$	828,664

Debt Discounts

Discounts on debt for the year ended December 31, 2016 represent unamortized discount to fair market value of Term Loan of $11.4 million and long-term portion of capital leases of $6.0 million, and short-term portion of of capital leases of $1.6 million.

Unsecured Notes

On February 15, 2011, we issued $275.0 million aggregated principal amount of 7.75% Senior Notes due 2019 (the “2019 Notes”). On June 13, 2011, we issued an additional $200.0 million aggregate principal amount of 2019 Notes, resulting in outstanding 2019 Notes with an aggregate principal amount of $475.0 million.

On October 16, 2012, we issued $300.0 million aggregate principal amount of 7.75% Senior Notes due 2022 (the “2022 Notes” and together with the 2019 Notes, the "Unsecured Notes"). Pursuant to the Prepackaged Plan, on the Effective Date, all of the all outstanding obligations under the Unsecured Notes and all the related indentures were cancelled and discharged in exchange for common shares of the Successor company. For more information regarding the Prepackaged Plan, see Note 3.

Second Amended and Restated Revolving Credit Facility

On November 26, 2014, we 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. On the Effective Date, the Company entered into a Second Amended and Restated ABL Credit Agreement (the "Second A&R Credit Agreement") with Bank of America, N.A., as administrative agent for the lenders (the “Credit Facility Administrative Agent”), a collateral management agent, the swing line lender and a letters of credit issuer, Wells Fargo Bank, National Association, as a collateral management agent and syndication agent, and the financial institutions party thereto, as lenders.

The Second A&R Credit Agreement provides for a $75 million revolving credit loan facility with a $65 million letter of credit sublimit and $10 million swing line sublimit. The obligations under the Second A&R Credit Agreement are guaranteed on a joint and several basis by each of our current subsidiaries, other than our immaterial subsidiaries, and are secured by substantially all of our and our guarantors' assets as collateral under the Third Amended and Restated Security Agreement dated as of the Effective Date (described below).

Borrowings under the Second A&R Credit Agreement will mature on December 23, 2019. The Second A&R Credit Agreement required Basic to repay to the lenders the aggregate principal amount of all revolving credit loans on the Effective Date. The Company may voluntarily prepay loans under the Second A&R Credit Agreement, subject to customary notice requirements and minimum prepayment amounts. Basic must prepay loans under the Second A&R Credit Agreement if, for any reason, the aggregate outstanding amount of all loans and letter of credit obligations at any time exceed the borrowing base at such time. In this event, Basic must immediately prepay revolving credit loans, swing line loans and letter of credit borrowings in an aggregate amount equal to the excess.

Loans under the Second A&R Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the London interbank offered rate (the “Eurodollar Rate”) plus a rate of 2.5% to 4.5% depending on the consolidated leverage ratio at the time of the determination or (ii) a base rate equal to the highest of (a) the federal funds rate, plus 0.50%, (b) the prime rate then in effect publicly announced by Bank of America and (c) the Eurodollar Rate plus 1.0%, the highest is then is added to a rate ranging from 1.5% to 3.5% depending on the consolidated leverage ratio at the time of the determination.

The Second A&R Credit Agreement contains various covenants that, subject to agreed upon exceptions, limit our ability and the ability of certain of our 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 Second A&R Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The Second A&R Credit Agreement further requires that Basic maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Second A&R Credit Agreement) of not less than 1.00 to 1.00 for any time period during which a Financial Covenant Trigger Period (as defined in the Second A&R Credit Agreement) is in effect.

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

Basic had no borrowings and $51.6 million of letters of credit outstanding under the Second A&R Credit Agreement as of December 31, 2016, giving Basic $23.4 million of available borrowing capacity. At December 31, 2016, Basic was in compliance with its covenants under the Second A&R Credit Agreement.

Amended and Restated Term Loan Agreement

On February 17, 2016, we entered into the Term Loan Credit Agreement (the “Original Term Loan Agreement”) with a syndicate of lenders and U.S. Bank National Association, as administrative agent for the lenders. The Original Term Loan Agreement included two categories of borrowings (collectively, the “Term Loans”): (a) the closing date term loan borrowings in an aggregate amount of $165.0 million, and (b) the delayed draw term loan borrowings in an aggregate principal amount not to exceed $15.0 million. The making of the term loans under the Original Term Loan Agreement was subject to the satisfaction of certain conditions precedent, including, with respect to the delayed draw term loans, the consent of the lenders providing the delayed draw term loans.

On the Effective Date, we entered into an Amended and Restated Term Loan Credit Agreement (the “Amended and Restated Term Loan Agreement”, and together with the Second A&R Credit Agreement, the "Credit Agreements") with a syndicate of lenders and U.S. Bank National Association, as administrative agent for the lenders (the “Term Loan Administrative Agent”), which amended and restated the Original Term Loan Agreement. Under the Amended and Restated Term Loan Agreement, on the Effective Date, (i) the outstanding principal amount of pre-petition term loans of each pre-petition term lender were exchanged for loans under the Amended and Restated Term Loan Agreement in an amount equal to such pre-petition term lender’s aggregate outstanding principal amount of pre-petition term loans as of the Effective Date, as determined immediately prior to such exchange and (ii) all accrued and unpaid interest on such pre-petition term loans as of the Effective Date are deemed to be accrued and unpaid interest on the loans. Following such exchange, the aggregate outstanding principal amount of the loans under the Amended and Restated Term Loan Agreement was $164.2 million.

Borrowings under the Amended and Restated Term Loan Agreement will mature on February 26, 2021. We may voluntarily prepay the loans under the Amended and Restated Term Loan Agreement in whole or in part without premium or penalty, provided that certain conditions set forth therein are met. We are required to prepay the Amended and Restated Term Loan Agreement in the case of a change of control, certain sales of our assets, certain issuances of indebtedness and under certain other circumstances, in which case such prepayment may be subject to an applicable premium.

Each loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to 13.50%. In addition, we will be responsible for the applicable lenders’ fees, including a closing payment equal to 7.00% of the aggregate principal amount of commitments of each lender under the Amended and Restated Term Loan Agreement as of the effective date, and administrative agent fees.

The Amended and Restated Term Loan Agreement contains various covenants that, subject to agreed upon exceptions, limit Basic’s ability and the ability of certain of our 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.

If an event of default occurs under the Amended and Restated Term Loan Agreement, then the term loan administrative agent may, with the consent of the required lenders, or shall, at the direction of the required lenders (i) declare any outstanding loans under the Amended and Restated Term Loan Agreement to be immediately due and payable and (ii) exercise on behalf of itself and the lenders all rights and remedies available to it and the lenders under the applicable loan documents or applicable law or equity. The default rate under the Amended and Restated Term Loan Agreement is 16.50% per annum. There is a minimum liquidity covenant requiring unrestricted cash and cash equivalents balances to be at or above $25.0 million.

Term Loan Security Agreement

On the Effective Date, Basic entered into an Amended and Restated Security Agreement with certain of its subsidiaries and the Term Loan Administrative Agent (the "Term Loan Security Agreement"). The collateral under the Term Loan Security Agreement includes (as defined therein): (a) all Chattel Paper, all Collateral Accounts, all commercial tort claims, all Contracts, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property (including without limitation the Pledged Equity and all Securities Accounts), all Letter of Credit Rights, all Liquid Assets, all Receivables, all Records, and all Supporting Obligations; (b) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing; and (c) all Proceeds of the foregoing.

Under mortgages and deeds of trust, Basic and certain of its subsidiaries previously granted to the Term Loan Administrative agent liens on a substantial portion of their real properties to secure Basic’s obligations under the Amended and Restated Term Loan Agreement of the Company in effect at the time of the filing of the Chapter 11 Cases. These liens continue to secure the obligations of Basic under the Amended and Restated Term Loan Agreement. Basic has also agreed to provide to the Term Loan Administrative Agent liens on additional real properties, subject to the terms and conditions of the Amended and Restated Term Loan Agreement.

Credit Facility Security Agreement

On the Effective Date, the Company entered into a Third Amended and Restated Security Agreement (the “Credit Facility Security Agreement”) with certain of its subsidiaries and the Credit Facility Administrative Agent. Under the Credit Facility Security Agreement, the Credit Facility Administrative Agent was granted security interests in certain collateral, including (as defined therein): (a) all Accounts; (b) all Specified ABL Facility Priority Collateral; (c) all Deposit Accounts, Securities Accounts and Commodity Accounts (excluding accounts that contain only Proceeds of the Term Loan Priority Collateral or proceeds of the Term Loan and the Term Loan Proceeds Collateral Account); (d) all accessions to, substitutions for and replacements of the foregoing; and (d) all Proceeds of the foregoing.

Intercreditor Agreement

On the Effective Date, in connection with the Credit Agreements , the Company entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the Credit Facility Administrative Agent, the Term Loan Administrative Agent and the guarantors party thereto.

The Intercreditor Agreement establishes various inter-lender terms, including, without limitation, priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in the case of a default, releases of liens and limitations on the amendment of the Credit Agreements without the consent of the other party.

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. There is a minimum liquidity covenant requiring unrestricted cash and cash equivalents balances to be at or above $25.0 million. At December 31, 2016, Basic was in compliance with this covenant.

As of December 31, 2016 the aggregate maturities of debt, including capital leases, for the next five years and thereafter are as follows (in thousands):



	Debt		Capital Leases
2017	$	1,650	$	39,345
2018	1,650		33,646
2019	1,650		8,168
2020	1,650		1,123
2021	157,575		—
Thereafter	—		—
	$	164,175	$	82,282

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



	Predecessor
	Years ended December 31,
	2016		2015			2014
Cash payments for interest	$	49,621	$	61,587		$	61,873
Commitment and other fees paid	2,898		2,484			2,767
Amortization of debt issuance costs and premium on senior secured notes	9,295		3,362			2,934
Change in accrued interest	34,719		563			(269		)
Capitalized interest	—		(139		)	(349		)
Other	92		107			86
Total interest expense	$	96,625	$	67,964		$	67,042