
	March 31, 2020		December 31, 2019
	(In thousands)
Current portion of long-term debt:
Unit credit agreement with an average interest rate of 2.9% and 4.0% at March 31, 2020 and December 31, 2019, respectively	$	124,000	$	108,200
6.625% senior subordinated notes due 2021	650,000		—
Total principal amount	774,000		108,200
Less: unamortized discount	(801)		—
Less: debt issuance costs, net	(1,916)		—
Total current portion of long-term debt	771,283		108,200
Long-term debt:
Superior credit agreement with an average interest rate of 2.7% and 3.9% at March 31, 2020 and December 31, 2019, respectively	37,000		16,500
6.625% senior subordinated notes due 2021	—		650,000
Total principal amount	37,000		666,500
Less: unamortized discount	—		(971)
Less: debt issuance costs, net	—		(2,313)
Total long-term debt	$	37,000	$	663,216

Unit Credit Agreement. Before the filing of the Chapter 11 Cases, the Unit credit facility had a scheduled maturity date of October 18, 2023 that would accelerate to November 16, 2020 if, by that date, all the Notes are not repurchased, redeemed, or refinanced with indebtedness having a maturity date at least six months following October 18, 2023 (Credit Agreement Extension Condition). The Debtors' filing of the Bankruptcy Petitions constituted an event of default that accelerated the Debtors' obligations under the Unit credit agreement and the indenture governing the Notes. Due to the Credit Agreement Extension Condition and the acceleration of debt obligations resulting from filing the Chapter 11 Cases, the company's debt associated with the Unit credit agreement is reflected as a current liability in its consolidated balance sheet as of March 31, 2020 and December 31, 2019. The classification as a current liability due to the Credit Agreement Extension Condition is based on the uncertainty regarding the company's ability to repay or refinance the Notes before November 16, 2020. In addition, on May 22, 2020, the RBL Lenders' remaining commitments under the Unit credit facility were terminated.

As of March 31, 2020, our elected commitment amount and borrowing base were both $200.0 million. We were charged a commitment fee of 0.375% on the amount available but not borrowed. That fee varied based on the amount borrowed as a percentage of the total borrowing base. Total amendment fees of $3.3 million in origination, agency, syndication, and other related fees are being amortized over the life of the Unit credit agreement. Under the Unit credit agreement, we pledged as collateral 80%of the proved developed producing (discounted as present worth at 8%) total value of our oil and gas properties. Under the mortgages covering such oil and gas properties, UPC also pledged as collateral certain items of its personal property.

On May 2, 2018, we entered into a Pledge Agreement with BOKF, NA (dba Bank of Oklahoma), as administrative agent to benefit the secured parties, under which we granted a security interest in the limited liability membership interests and other equity interests we own in Superior (which as of this report is 50% of the aggregate outstanding equity interests of Superior) as additional collateral for our obligations under the Unit credit agreement.

At our election, any part of the outstanding debt under the Unit credit agreement can be fixed at a London Interbank Offered Rate (LIBOR). LIBOR interest is computed as the LIBOR base for the term plus 1.50% to 2.50% depending on the level of debt as a percentage of the borrowing base and is payable at the end of each term, or every 90 days, whichever is less. Borrowings not under LIBOR bear interest at the prime rate specified in the Unit credit agreement but in no event less than LIBOR plus 1.00% plus a margin. The Unit credit agreement provides that if ICE Benchmark Administration no longer reports the LIBOR or Administrative Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lender in the London Interbank Market or if such index no longer exists or accurately reflects the rate available to

Administrative Agent in the London Interbank Market, Administrative Agent may select a replacement index. Interest is payable at the end of each month or at the end of each LIBOR contract and the principal may be repaid in whole or in part at any time, without a premium or penalty.

Filing the Bankruptcy Petitions on May 22, 2020 constituted an event of default that accelerated the company’s obligations under the Unit credit agreement, and the lenders’ rights of enforcement regarding the Unit credit agreement were automatically stayed because of the Chapter 11 Cases.

To facilitate negotiations of proposals regarding credit matters and the Chapter 11 restructuring, the company, UPC, UDC, BOKF, NA dba Bank of Oklahoma, and the RBL Lenders entered into a Standstill and Amendment Agreement on March 11, 2020 regarding the Unit credit facility, which delayed the scheduled borrowing base redetermination for the facility until the expiration of a standstill period and under which the RBL Lenders agreed not to exercise certain of their rights and remedies under the Unit credit facility. The standstill period was set to expire on April 15, 2020 and was subsequently extended from time to time until May 22, 2020. On May 22, 2020, the parties entered into a Fifth Amendment to Standstill and Amendment Agreement under which they agreed to the terms of an $8.0 million borrowing by the company under the Unit credit agreement and that, immediately following that borrowing, the remaining commitments of the RBL Lenders under the Unit credit facility were terminated. Subject to approval of the Plan, each lender under the Unit credit facility and the DIP credit facility will receive its pro rata share of revolving loans, term loans and letter-of-credit participations under the Exit Facility, in exchange for that lender’s allowed claims under the Unit credit facility or the DIP credit facility.

Superior Credit Agreement. On May 10, 2018, Superior signed a five-year, $200.0 million senior secured revolving credit facility with an option to increase the credit amount up to $250.0 million, subject to certain conditions (Superior credit agreement). The amounts borrowed under the Superior credit agreement bear annual interest at a rate, at Superior’s option, equal to (a) LIBOR plus the applicable margin of 2.00% to 3.25% or (b) the alternate base rate (greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) third day LIBOR plus 1.00%) plus the applicable margin of 1.00% to 2.25%. The obligations under the Superior credit agreement are secured by mortgage liens on certain of Superior’s processing plants and gathering systems. The Superior credit agreement provides that if ICE Benchmark Administration no longer reports the LIBOR or Administrative Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lender in the London Interbank Market or if such index no longer exists or accurately reflects the rate available to Administrative Agent in the London Interbank Market, Administrative Agent may select a replacement index.

Superior is charged a commitment fee of 0.375% on the amount available but not borrowed which varies based on the amount borrowed as a percentage of the total borrowing base. Superior paid $1.7 million in origination, agency, syndication, and other related fees. These fees are being amortized over the life of the Superior credit agreement.

The Superior credit agreement requires that Superior maintain a Consolidated EBITDA to interest expense ratio for the most-recently ended rolling four quarters of at least 2.50 to 1.00, and a funded debt to Consolidated EBITDA ratio of not greater than 4.00 to 1.00. The agreement also contains several customary covenants that restrict (subject to certain exceptions) Superior’s ability to incur additional indebtedness, create additional liens on its assets, make investments, pay distributions, sign sale and leaseback transactions, engage in certain transactions with affiliates, engage in mergers or consolidations, sign hedging arrangements, and acquire or dispose of assets. As of March 31, 2020, Superior complied with these covenants.

6.625% Senior Subordinated Notes. As of March 31, 2020, we had an aggregate principal amount of $650.0 million in 6.625% senior subordinated notes (Notes) outstanding. Interest on the Notes was payable semi-annually (in arrears) on May 15 and November 15 of each year. The Notes were scheduled to mature on May 15, 2021. In issuing the Notes, we incurred fees of $14.7 million that are being amortized as debt issuance cost until maturity.

The Notes are subject to an Indenture dated as of May 18, 2011, between us and Wilmington Trust, National Association (successor to Wilmington Trust FSB), as Trustee (Trustee), as supplemented by the First Supplemental Indenture dated as of May 18, 2011, between us, the Guarantors, and the Trustee, and as further supplemented by the Second Supplemental Indenture dated as of January 7, 2013, between us, the Guarantors, and the Trustee (as supplemented, the 2011 Indenture), establishing the terms of and providing for issuing the Notes. The Guarantors are most of our direct and indirect subsidiaries. The discussion of the Notes in this report is qualified by and subject to the actual terms of the 2011 Indenture.

Unit, as the parent company, has no significant independent assets or operations. The guarantees by the Guarantors of the Notes (registered under registration statements) are full and unconditional, joint and several, subject to certain automatic customary releases, are subject to certain restrictions on the sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, and other conditions and terms set out in the 2011 Indenture. Effective April 3, 2018, Superior is no longer a Guarantor of the Notes. Excluding Superior, any of our other subsidiaries that are not Guarantors are minor. There are no significant restrictions on our ability to receive funds from any subsidiary through dividends, loans, advances, or otherwise.

The company elected not to make the approximate $21.5 million semi-annual interest payment due on the Notes on May 15, 2020. The company was entitled to a 30-day grace period after the interest payment date before an event of default would occur because of such non-payment.

Filing of the Bankruptcy Petitions on May 22, 2020 constituted an event of default that accelerated the company’s obligations under the Notes. However, under the Bankruptcy Code, holders of the Notes are stayed from taking any action against the company or the other Debtors because of the default. Subject to confirmation of the Plan, each holder of the Notes will receive its pro rata share of new common shares of reorganized Unit based on equity allocations at each of Unit, UDC and UPC in exchange for the holder’s allowed Notes claim.

DIP Credit Agreement. As contemplated by the RSA, the company and the other Debtors entered into the DIP credit agreement under which the DIP Lenders agreed to provide the company with the $36.0 million multiple-draw loan facility, or the DIP credit facility. The Bankruptcy Court entered an interim order on May 26, 2020 approving the DIP credit facility, permitting the Debtors to borrow up to $18.0 million on an interim basis. On June 19, 2020, the Bankruptcy court entered a final order approving the DIP credit facility. For further information about the DIP credit agreement, please see Note 2 – Chapter 11 Proceedings, Liquidity, and Ability to Continue as a Going Concern.


	March 31, 2020		December 31, 2019
	(In thousands)
Asset retirement obligation (ARO) liability	$	63,819	$	66,627
Workers’ compensation	11,178		11,510
Finance lease obligations	6,354		7,379
Contract liability	6,343		7,061
Separation benefit plans	9,719		10,122
Deferred compensation plan	5,303		6,180
Gas balancing liability	3,838		3,838
	106,554		112,717
Less current portion	18,317		17,376
Total other long-term liabilities	$	88,237	$	95,341

Estimated annual principal payments under the terms of our long-term debt and other long-term liabilities during the five successive twelve-month periods beginning April 1, 2020 (and through 2024) are $792.3 million, $5.1 million, $3.5 million, $39.5 million, and $2.4 million, respectively. The Debtors' filing of the Bankruptcy Petitions constituted an event of default that accelerated the Debtors' obligations under the Unit credit agreement and the indenture governing the Notes. The debt associated with both are reflected as current liabilities as of March 31, 2020.