Note 5—Long-Term Debt

Credit Agreement (Successor)

In connection with the consummation of the Business Combination, all indebtedness under CRP’s term loan and revolving credit facility was repaid in full. On October 11, 2016, CRP entered into a second amendment to the amended and restated credit agreement (the “second amendment”), which amends the amended and restated credit agreement, dated as of October 15, 2014, among CRP, each of the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “credit agreement”). CRP entered into the second amendment to, among other things, (i) permit the Business Combination, (ii) reflect the repayment in full of all term loans thereunder, (iii) increase the borrowing base from $140.0 million to $200.0 million, (iv) increase the interest rate to LIBOR plus 225 to 325 basis points, and (v) require CRP to have sufficient liquidity and satisfy a maximum leverage ratio in order to make dividends.

On December 28, 2016, in connection with the closing of the Silverback Acquisition, CRP entered into a third amendment to the amended and restated credit agreement (the “third amendment”), which further amends the credit agreement. CRP entered into this amendment to, among other things, increase the borrowing base thereunder from $200.0 million to $250.0 million.

The amount available to be borrowed under CRP's revolving credit facility is subject to a borrowing base that will be redetermined semiannually each April 1 and October 1 by the lenders in their sole discretion. CRP's credit agreement also allows for two optional borrowing base redeterminations on January 1 and July 1. The borrowing base depends on, among other things, the volumes of CRP's proved oil and natural gas reserves and estimated cash flows from these reserves and its commodity hedge positions. The borrowing base will automatically be decreased by an amount equal to 25% of the aggregate notional amount of issued permitted senior unsecured notes unless such decrease is waived by the lenders. Upon a redetermination of the borrowing base, if borrowings in excess of the revised borrowing capacity are outstanding, CRP could be required to immediately repay a portion of its debt outstanding under its credit agreement. The next regular redetermination date is scheduled for the spring of 2017.

Borrowings under its revolving credit facility may be base rate loans or LIBOR loans. Interest is payable quarterly for base rate loans and at the end of the applicable interest period for LIBOR loans. LIBOR loans bear interest at LIBOR (adjusted for statutory reserve requirements) plus an applicable margin ranging from 225 to 325 basis points, depending on the percentage of the borrowing base utilized. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the agent bank's prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted LIBOR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 125 to 225 basis points, depending on the percentage of the borrowing base utilized. CRP also pays a commitment fee on unused amounts of its revolving credit facility of 50 basis points. CRP may repay any amounts borrowed prior to the maturity date without any premium or penalty other than customary LIBOR breakage costs.

CRP's credit agreement contains restrictive covenants that limit its ability to, among other things: (1) incur additional indebtedness; (2) make investments and loans; (3) enter into mergers; (4) make or declare dividends; (5) enter into commodity hedges exceeding a specified percentage of its expected production; (6) enter into interest rate hedges exceeding a specified percentage of its outstanding indebtedness; (7) incur liens; (8) sell assets; and (9) engage in transactions with affiliates.

CRP's credit agreement also requires it to maintain compliance with the following financial ratios: (1) a current ratio, which is the ratio of CRP's consolidated current assets (including unused commitments under CRP's revolving credit facility and excluding non-cash assets under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”) and certain restricted cash) to consolidated current liabilities (excluding the current portion of long-term debt under its credit agreement and non-cash liabilities under ASC 815), of not less than 1.0 to 1.0; and (2) a leverage ratio, which is the ratio of Total Funded Debt (as defined in CRP's credit agreement) to consolidated EBITDAX (as defined in CRP's credit agreement) for the rolling four fiscal quarter period ending on such day, of not greater than 4.0 to 1.0.

At December 31, 2016, there were no borrowings under the revolving credit facility. Outstanding letters of credit were $0.4 million, leaving $249.6 million in borrowing capacity under the revolving credit facility.

At December 31, 2016, the Company was in compliance with all required covenants.

Term Loan and Revolving Credit Facility (Predecessor)

On October 15, 2014, CRP entered into an amended and restated credit agreement (as amended, the "credit agreement") with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders, that includes both a term loan commitment of $65.0 million (the "term loan"), which was fully funded as of October 10, 2016, and a revolving credit facility (the "revolving credit facility") with commitments of $500.0 million (subject to the borrowing base), with a sublimit for letters of credit of $15.0 million. Prior to the Business Combination, the borrowing base was $140.0 million.

On October 10, 2016, CRP had $124.0 million outstanding under its revolving credit facility and $0.4 million of letters of credit outstanding, leaving $15.6 million in borrowing capacity under the revolving credit facility.

The credit agreement also has customary covenants with which CRP was in compliance on October 10, 2016, prior to the Business Combination.

The term loan, net of unamortized deferred financing costs on the accompanying consolidated balance sheets as of December 31, 2015, consisted of the following:



	Predecessor
(in thousands)	December 31, 2015
Term loan	$	65,000
Unamortized deferred financing costs	(351)
Term loan, net of unamortized deferred financing costs	$	64,649