MANAGING GROWTH IN THE 21st CENTURY
	SWIFT ENERGY COMPANY 1999 ANNUAL REPORT
Notes to Consolidated Financial Statements

4. Long-Term Debt

Our long-term debt as of December 31, 1999 and 1998, is as follows (in thousands):

Bank Borrowings. At December 31, 1999, we had no borrowings under our credit facility. At December 31, 1998, we had outstanding borrowings of $146.2 million under our $250.0 million credit facility, which we closed in August 1998 with a syndicate of ten banks. The interest rate was either (a) the lead bank’s prime rate (7.75% at December 31, 1998) or (b) the adjusted London Interbank Offered Rate ("LIBOR") plus the applicable margin depending on the level of outstanding debt. The applicable margin is based on our ratio of outstanding balance on the credit facility to the last calculated borrowing base. Of the $146.2 million borrowed at December 31, 1998, $145.0 million was borrowed at the LIBOR rate (a weighted average of 6.34% at December 31, 1998).

This credit facility was restated in March 2000, effective November 1, 1999, and now consists of a $250.0 million revolving line of credit with a $100.0 million borrowing base with a syndicate of nine banks. The interest rate is either (a) the lead bank’s prime rate (8.5% at December 31, 1999) or (b) the adjusted London Interbank Offered Rate ("LIBOR") plus the applicable margin depending on the level of outstanding debt. The applicable margin is based on our ratio of outstanding balance on the credit facility to the last calculated borrowing base.

The terms of our credit facility include, among other restrictions, a limitation on the level of cash dividends (not to exceed $2.0 million in any fiscal year), requirements as to maintenance of certain minimum financial ratios (principally pertaining to working capital, debt, and equity ratios), and limitations on incurring other debt. Since inception, no cash dividends have been declared on our common stock. We are currently in compliance with the provisions of this agreement. The credit facility extends until August 2002.

Interest expense on the credit facility, including commitment fees and amortization of debt issuance costs, totaled $6,107,270 in 1999 and $5,575,505 in 1998.

Convertible Notes. Our Convertible Notes at December 31, 1999 and 1998, consist of $115,000,000 of 6.25% Convertible Subordinated Notes due 2006. The Convertible Notes were issued on November 25, 1996, and will mature on November 15, 2006. The Convertible Notes are unsecured and convertible into common stock of Swift at the option of the holders at any time prior to maturity at an adjusted conversion price of $31.534 per share, subject to adjustment upon the occurrence of certain events. The original conversion price of $34.6875 was adjusted downward to reflect the October 1997 10% stock dividend. Interest on the notes is payable semiannually, on May 15 and November 15, and commenced with the first payment on May 15, 1997. On or after November 15, 1999, the Convertible Notes are redeemable for cash at the option of Swift, with certain restrictions, at 104.375% of principal, declining to 100.625% in 2005. Upon certain changes in control of Swift, if the price of our common stock is not above certain levels, each holder of Convertible Notes will have the right to require us to repurchase the Convertible Notes at 101% of the principal amount thereof, together with accrued and unpaid interest to the date of repurchase, but after the repayment of any Senior Indebtedness, as defined.

Interest expense on the Convertible Notes, including amortization of debt issuance costs, totaled $7,569,361 in 1999 and $7,544,650 in 1998.

Senior Notes. Our Senior Notes at December 31, 1999, consist of $125,000,000 of 10.25% Senior Subordinated Notes due 2009. The Senior Notes were issued at 99.236% of the principal amount on August 4, 1999, and will mature on August 1, 2009. The Senior Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all our existing and future senior debt, including our bank debt. Interest on the Senior Notes is payable semiannually, on February 1 and August 1, and commenced with the first payment on February 1, 2000. On or after August 1, 2004, the Senior Notes are redeemable for cash at the option of Swift, with certain restrictions, at 105.125% of principal, declining to 100% in 2007. In addition, prior to August 1, 2002, we may redeem up to 33.33% of the Senior Notes with the proceeds of qualified offerings of our equity at 110.25% of the principal amount of the Senior Notes, together with accrued and unpaid interest. Upon certain changes in control of Swift, each holder of Senior Notes will have the right to require us to repurchase the Senior Notes at a purchase price in cash equal to 101% of the principal amount, plus accrued and unpaid interest to the date of purchase.

Interest expense on the Senior Notes, including amortization of debt issuance costs and discount, totaled $5,303,266 in 1999.

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