Note 5 - Long-Term Debt

Revolving Credit Facility

As of March 31, 2016, the Company’s Fifth Amended and Restated Credit Agreement, as amended (the “Credit Agreement”), provided for a maximum loan amount of $2.5 billion, a borrowing base of $2.0 billion, and aggregate lender commitments of $1.5 billion. The maturity date is December 10, 2019.

On April 8, 2016, the Company entered into a Sixth Amendment to the Credit Agreement (the Credit Agreement as amended, the “Amended Credit Agreement”) with its lenders. Pursuant to the amendment, and as part of the regular, semi-annual borrowing base redetermination process, the borrowing base was reduced to $1.25 billion. This expected reduction was primarily due to the decline in commodity prices resulting in a decrease in the Company’s proved reserves as of December 31, 2015. The next scheduled redetermination date is October 1, 2016. The borrowing base redetermination process considers the value of both the Company’s proved oil and gas properties reflected in the Company’s applicable reserve report and commodity derivative contracts, each as determined by the lender group. The amendment also reduced the current aggregate lender commitments to $1.25 billion, and changed the required percentage of oil and gas properties subject to a mortgage to at least 90 percent of the total PV-9 of the oil and gas properties evaluated in the most recently completed reserve report. Further, the amendment to the Credit Agreement revised certain of the Company’s covenants under the Credit Agreement and modified the borrowing base utilization grid, as discussed below.

The Company must comply with certain financial and non-financial covenants under the terms of the Amended Credit Agreement, including covenants limiting dividend payments and requiring the Company to maintain certain financial ratios. As of March 31, 2016, the Credit Agreement required that as of the last day of each of the Company’s fiscal quarters, the Company’s ratio of total debt to 12-month trailing adjusted EBITDAX, as defined by the Credit Agreement, be not more than 4.0 to 1.0, and that the Company’s adjusted current ratio, as defined by the Credit Agreement, be not less than 1.0 to 1.0. Effective as of April 8, 2016, the total debt to adjusted EBITDAX ratio financial covenant was deleted as part of the amendment of the Credit Agreement. Financial covenants under the Amended Credit Agreement now require as of the last day of each of the Company’s fiscal quarters, the Company’s ratio of senior secured debt to 12-month trailing adjusted EBITDAX, as defined by the Amended Credit Agreement, be not more than 2.75 to 1.0, the adjusted current ratio, as defined by the Amended Credit Agreement, be not less than 1.0 to 1.0, and the ratio of 12-month trailing adjusted EBITDAX to interest expense, as defined by the Amended Credit Agreement, be not less than 2.0 to 1.0. The Company was in compliance with all financial and non-financial covenants under the Credit Agreement as of March 31, 2016, and under the Amended Credit Agreement through the filing date of this report.

Interest and commitment fees are accrued based on a borrowing base utilization grid. Eurodollar loans accrue interest at the London Interbank Offered Rate plus the applicable margin from the utilization table below, and Alternate Base Rate (“ABR”) and swingline loans accrue interest at prime plus the applicable margin from the utilization table below. Commitment fees are accrued on the unused portion of the aggregate commitment amount and are included in interest expense in the accompanying statements of operations. As of March 31, 2016, interest and commitment fees were accrued based on the borrowing base utilization grid set forth in Note 5 to the Company’s consolidated financial statements in its 2015 Form 10-K. Effective as of April 8, 2016, the revised borrowing base utilization grid under the Amended Credit Agreement is as follows:

Borrowing Base Utilization Grid



Borrowing Base Utilization Percentage	<25%		≥25% <50%		≥50% <75%		≥75% <90%		≥90%
Eurodollar Loans	1.750	%	2.000	%	2.250	%	2.500	%	2.750	%
ABR Loans or Swingline Loans	0.750	%	1.000	%	1.250	%	1.500	%	1.750	%
Commitment Fee Rate	0.300	%	0.300	%	0.350	%	0.375	%	0.375	%

The following table presents the outstanding balance, total amount of letters of credit outstanding, and available borrowing capacity under the Amended Credit Agreement as of April 27, 2016, and under the Credit Agreement as of March 31, 2016, and December 31, 2015:



	As of April 27, 2016		As of March 31, 2016		As of December 31, 2015
	(in thousands)
Credit facility balance ⁽¹⁾	$	294,500	$	293,000	$	202,000
Letters of credit ⁽²⁾	$	200	$	200	$	200
Available borrowing capacity	$	955,300	$	1,206,800	$	1,297,800

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⁽¹⁾Deferred financing costs attributable to the credit facility are presented as a component of other noncurrent assets on the accompanying balance sheets and thus are not deducted from the credit facility balance.

⁽²⁾ Letters of credit outstanding reduce the amount available under the credit facility on a dollar-for-dollar basis.

Senior Notes

The Company’s Senior Notes consist of 6.50% Senior Notes due 2021, 6.125% Senior Notes due 2022, 6.50% Senior Notes due 2023, 5.0% Senior Notes due 2024, and 5.625% Senior Notes due 2025 (collectively referred to as “Senior Notes”). The Senior Notes, net of unamortized deferred financing costs, line on the accompanying balance sheets as of March 31, 2016, and December 31, 2015, consisted of the following:



	As of March 31, 2016						As of December 31, 2015
	Senior Notes		Unamortized Deferred Financing Costs		Senior Notes, Net of Unamortized Deferred Financing Costs		Senior Notes		Unamortized Deferred Financing Costs		Senior Notes, Net of Unamortized Deferred Financing Costs
	(in thousands)
6.50% Senior Notes due 2021	$	346,955	$	3,896	$	343,059	$	350,000	$	4,106	$	345,894
6.125% Senior Notes due 2022	561,796		7,863		553,933		600,000		8,714		591,286
6.50% Senior Notes due 2023	394,985		4,983		390,002		400,000		5,231		394,769
5.0% Senior Notes due 2024	500,000		7,224		492,776		500,000		7,455		492,545
5.625% Senior Notes due 2025	500,000		8,298		491,702		500,000		8,524		491,476
Total	$	2,303,736	$	32,264	$	2,271,472	$	2,350,000	$	34,030	$	2,315,970

The Senior Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt, and are senior in right of payment to any future subordinated debt. There are no subsidiary guarantors of the Senior Notes. The Company is subject to certain covenants under the indentures governing the Senior Notes that limit the Company’s ability to incur additional indebtedness, issue preferred stock, and make restricted payments, including dividends; however, the first $6.5 million of dividends paid each year are not restricted by the restricted payment covenant. The Company was in compliance with all covenants under its Senior Notes as of March 31, 2016, and through the filing date of this report. All Senior Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices based on a premium plus accrued and unpaid interest as described in the indentures governing the Senior Notes.

During the first quarter of 2016, the Company repurchased a total of $46.3 million in aggregate principal amount of Senior Notes in open market transactions for a settlement amount of $29.9 million, excluding interest. Of the $29.9 million settlement amount, $10.0 million related to transactions that were executed during the first quarter of 2016; however, the cash settlement occurred subsequent to March 31, 2016. The Company recorded a net gain on extinguishment of debt related to the repurchase of a portion of its 6.50% Senior Notes due 2021, 6.125% Senior Notes due 2022, and 6.50% Senior Notes due 2023 of approximately $15.7 million for the quarter ended March 31, 2016. This amount includes a gain of $16.4 million associated with the discount realized upon repurchase, which was partially offset by approximately $700,000 related to the acceleration of unamortized deferred financing costs. The Company accounted for the repurchases under the extinguishment method of accounting. The Company canceled the repurchased notes upon cash settlement.