

	December 31,
(in thousands)	2020		2019

10.75% Senior Notes due 2023	$	300,000	$	300,000


Senior Secured Promissory Note	15,000		—
Second Lien Delayed Draw Promissory Note	15,000		—
Finance lease liabilities	16,986		35,898
Total principal amount	346,986		335,898
Less unamortized discount and debt issuance costs	(21,703)		(8,795)
Total debt	325,283		327,103
Less current portion of finance leases	(7,520)		(18,738)
Total long-term debt	$	317,763	$	308,365

On October 2, 2018, the Company issued $300.0 million aggregate principal amount of 10.75% Senior Secured Notes due October 2023 (the “Senior Notes”) in an offering exempt from registration under the Securities Act. The Senior Notes were issued at a price of 99% of par to yield 11.0%. The Company may redeem all or a part of the Senior Notes at any time on or after October 15, 2020, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date.

The Senior Notes were issued under and are governed by an indenture, dated as of October 2, 2018 (the “Indenture”), by and among the Company, the guarantors named therein (the “Guarantors”), and UMB Bank, N.A. as Trustee and Collateral Agent (the “Trustee”). The Senior Notes are jointly and severally, fully and unconditionally guaranteed (the “Guarantees”) on a senior secured basis by the Guarantors and are secured by first priority liens on substantially all of the Company’s and the Guarantors’ assets, other than accounts receivable, inventory and certain related assets. The Indenture contains covenants that limit the ability of the Company and certain subsidiaries to:

Upon an Event of Default (as defined in the Indenture), the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare the entire principal, premium, if any, and accrued and unpaid interest, if any, on all the Senior Notes to be due and payable immediately. The Senior Notes have a cross-default provision whereby if the Company is in default under the terms of another of its debt agreements then that will be an Event of Default under the Senior Notes. If the Company experiences a Change of Control, the Company may be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

In connection with the CJWS acquisition, Ascribe, on behalf of the Company, conveyed to Seller Senior Notes with an aggregate par amount equal to $34.4 million (the "Ascribe Senior Notes") and Ascribe entered into an Exchange Agreement dated March 9, 2020, with the Company pursuant to which, among other things, Ascribe exchanged the Ascribe Senior Notes for 118,805 shares of Series A Preferred Stock and approximately $1.5 million in cash for accrued interest on the Ascribe Senior Notes.

The conveyance of the $34.4 million in Ascribe Senior Notes to Seller by Ascribe, along with other aspects of the Exchange Agreement and Purchase Agreement considered in the aggregate, was accounted for as an effective extinguishment of the existing Ascribe Senior Notes and a reissuance of a new issue of Ascribe Senior Notes as of March 9, 2020. The new issue of Ascribe Senior Notes was recorded at its estimated fair value based on the bond market pricing discount of 37% at March 9, 2020, resulting in a net carrying value at time of reissuance of $21.6 million, net of discount. This discount is amortized over the remaining term of the Ascribe Senior Notes through 2023. The deemed reissuance of Ascribe Senior Notes, along with the issuance of the Senior Secured Promissory Note discussed below and the Series A Preferred Stock, each also recorded at their estimated fair values, resulted in a net debt extinguishment gain of $22.9 million, net of transaction fees paid to Ascribe. As Ascribe was a beneficial owner of the Company prior to the acquisition, the net extinguishment gain was accounted for as a capital contribution as an adjustment to additional paid-in capital in the Company’s consolidated balance sheet.

On November 5, 2020, the Company commenced a private offer (the “Exchange Offer”) to exchange its outstanding Senior Notes for newly issued 11.00% Senior Secured Notes due 2025 and provide for a $20.0 million rights offering to holders of its Senior Notes participating in the Exchange Offer to purchase new 9.75% Super Priority Lien Senior Secured Notes due 2025 to be issued by the Company. The Exchange Offer expired in accordance with its terms and resulted with no Senior Notes accepted for exchange.

In connection with the CJWS acquisition, the Company issued a Senior Secured Promissory Note on March 9, 2020, in favor of Ascribe in an aggregate principal amount equal to $15 million (the "Senior Secured Promissory Note"). Interest on the Senior Secured Promissory Note is payable monthly, at an initial annual interest rate of 10%, increasing by an additional 2% per annum beginning on January 1, 2021, and on January 1 of each succeeding year thereafter until the Senior Secured Promissory Note matures on October 15, 2023. The Senior Secured Promissory Note was originally recorded at its estimated fair value, resulting in a discount of $7 million at time of issuance. This discount is amortized using the effective interest method over the remaining term of the Senior Secured Promissory Note.

The Senior Secured Promissory Note is secured by a lien upon certain of the Company's existing and after-acquired property, which are also secured by the Company's existing Senior Notes. The Senior Secured Promissory Note has a cross-default provision whereby if the Company is in default under the terms of the Senior Notes or ABL Facility then we will be in default under the Senior Secured Promissory Note.

On October 15, 2020, the Company entered into a Second Lien Delayed Draw Promissory Note, in favor of Ascribe, in an aggregate principal amount equal to $15.0 million (the “Second Lien Promissory Note”). The Company borrowed $7.5 million on October 15, 2020 and $7.5 million on December 9, 2020. Interest on the Second

Lien Promissory Note is payable quarterly on January 1, April 1, July 1, and October 1, at an annual interest rate of 9.75% until maturity on October 30, 2023. The proceeds of the Second Lien Promissory Note were used for general corporate and working capital purposes.

The Second Lien Promissory Note is secured by a second lien upon certain of the Company’s existing and after-acquired property pursuant to that certain Second Lien Security Agreement, dated as of October 15, 2020, by and among the Company and certain subsidiaries of the Company in favor of Ascribe, as secured party. This collateral also secures the Company’s ABL Credit Agreement on a first lien basis. The Second Lien Promissory Note has a cross-default provision whereby if the Company is in default under the terms of the Senior Notes or ABL Facility or other material debt then we will be in default under the Second Lien Promissory Note.

If Ascribe is required to pay the Make-Whole Payment to Seller, as described in the CJWS acquisition disclosures in Note 1. “Description of Business,” then the Company will be required to reimburse to Ascribe the amount of the Make-Whole Payment ("Make-Whole Reimbursement Amount") either in cash or, if the Company is unable to pay the full Make-Whole Reimbursement Amount in cash, in additional Senior Notes as permitted under the Indenture. On March 31, 2021, the Company negotiated a settlement of the Make-Whole Reimbursement obligation with Ascribe in exchange for issuing additional Senior Notes to Ascribe with an aggregate par value of $47.5 million. See Note 18. “Subsequent Event” for more information about the settlement of this obligation.

On October 2, 2018, the Company terminated its then existing asset-based lending credit facility and term loan agreement and entered into a new asset-based lending credit agreement among the Company and the lenders that expires on October 2, 2023. The credit agreement will expire on July 3, 2023, if the Senior Notes have not been redeemed by that time. The new credit agreement included a revolving credit facility (the “ABL Credit Facility”) with an initial maximum aggregate principal amount of $150.0 million. The ABL Credit Facility was amended multiple times during 2020. After these amendments, the maximum aggregate principal amount was lowered to $75 million. In connection with the reductions in the aggregate commitment amount, debt issuance costs of $1.1 million were charged to interest expense in 2020.

The amount of borrowings available under the ABL Credit Facility are limited to a borrowing base capacity, which is based on eligible accounts receivable and eligible pledged cash, which the Company can advance to the administrative agent as necessary. The ABL Credit Facility includes a sublimit for letters of credit of up to $50.0 million.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to an applicable rate, plus, at the Company’s option, either a base rate or a LIBOR rate. The applicable rate in a fiscal quarter is determined by the average daily availability as a percentage of the borrowing base during the previous fiscal quarter.

As of December 31, 2020, the Company had no borrowings and $36.0 million of letters of credit outstanding under the ABL Credit Facility. As of December 31, 2020, we had $10.5 million of availability under the ABL Credit Facility, but we are subject to borrowing restrictions that are in place. We are restricted from borrowing this amount because of restrictions regarding the eligible pledged cash and the requirement to maintain the minimum availability noted above.

To avoid triggering certain of the consolidated fixed charge coverage ratios and cash dominion covenants which spring into effect under certain minimum availability covenant requirements defined in the ABL Credit Facility, during 2020 we advanced a net $8.1 million of our available cash balance to the administrative agent. The amount of cash advanced to the administrative agent as of December 31, 2020 is reflected as restricted cash in the accompanying consolidated balance sheet. As of March 26, 2021, the amount of cash advanced to the administrative agent has been increased to $15.5 million.

Substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the ABL Credit Facility, and the Company guarantees the payment and performance by each specified loan party of its obligations under its guaranty with respect to swap obligations. All obligations under the ABL Credit Facility and the related guarantees are secured by a perfected first-priority security interest in substantially all accounts receivable, inventory, and certain other assets, not including equity interests.

The ABL Credit Facility has a covenant whereby the Company would be in default if the report of its independent registered public accounting firm on the Company’s annual financial statements included a going concern qualification or like exemption. On March 31, 2021, the Company obtained a waiver under the ABL Credit