THIRD AMENDMENT TO STANDSTILL AND AMENDMENT AGREEMENT
THIRD AMENDMENT TO STANDSTILL AND AMENDMENT AGREEMENT
THIS THIRD AMENDMENT TO STANDSTILL AND AMENDMENT AGREEMENT (this “Third Amendment”) is made and entered into effective as of May 4, 2020, by and among UNIT CORPORATION, a Delaware corporation (“Unit”), UNIT DRILLING COMPANY, an Oklahoma corporation (“Unit Drilling”), UNIT PETROLEUM COMPANY, an Oklahoma corporation (“Unit Petroleum”) (Unit, Unit Drilling and Unit Petroleum, together with each of their respective successors and permitted assigns, is each, individually, called a “Borrower”, and, collectively, jointly and severally, the “Borrowers”), and BOKF, NA dba Bank of Oklahoma, as administrative agent for the Lenders (the "Administrative Agent"), on behalf of the Required Lenders (as defined in the Existing Credit Agreement (as defined below)) party to the Existing Credit Agreement (each, individually a "Lender" and, collectively, the "Lenders").
R E C I T A L S
A.The Borrowers, the Lenders and the Administrative Agent heretofore entered into: (i) that certain Standstill and Amendment Agreement dated March 11, 2020 (the “Original SA”), as amended by that certain First Amendment to Standstill and Amendment Agreement dated April 15, 2020 (the “First SA Amendment”), and that certain Second Amendment to Standstill and Amendment Agreement dated April 17, 2020 (the “Second SA Amendment”; the Original SA, as heretofore amended by the First SA Amendment and the Second SA Amendment, collectively, the “Existing Standstill Agreement); and (ii) that certain Senior Credit Agreement dated as of September 13, 2011, as amended by the First Amendment and Consent to Senior Credit Agreement dated as of September 5, 2012, the Second Amendment and Consent to Senior Credit Agreement dated as of April 10, 2015, the Third Amendment to Senior Credit Agreement dated as of April 8, 2016, the Fourth Amendment to Senior Credit Agreement dated as of April 2, 2018, the Fifth Amendment to Senior Credit Agreement dated October 18, 2018, and the Existing Standstill Agreement (and as the same has been further amended, modified or supplemented prior to the date hereof, collectively, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended by this Third Amendment, collectively, the “Credit Agreement”).
B.The Borrowers, the Required Lenders and the Administrative Agent desire to amend the Existing Standstill Agreement, as and to the extent expressly provided for in this Third Amendment.
C.Each of the Credit Parties will receive substantial and valuable consideration and economic benefits from the agreements being made by Administrative Agent and the Lenders hereunder, upon the terms and conditions set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals, the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A G R E E M E N T S
1.Recitals; Capitalized Terms. The recitals set forth above are incorporated herein with the same force and effect as if set forth at length herein below. The term “Standstill Agreement” as used in this Third Amendment (and the term “this Agreement” as set forth within the Existing Standstill Agreement), shall hereafter mean the Existing Standstill Agreement, as amended by this Third Amendment. The term “Credit Agreement” as used in this Third Amendment (and the term “this
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Agreement” as set forth within the Existing Credit Agreement), shall hereafter mean the Existing Credit Agreement, as amended by this Third Amendment. Unless otherwise expressly defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms pursuant to the Existing Credit Agreement, including, without limitation, and as applicable, pursuant to the Existing Standstill Agreement.
2.Certain Amended and Modified Definitions. The following capitalized terms (as heretofore set forth within the Existing Standstill Agreement), for the purposes of both the Standstill Agreement and the Credit Agreement, shall have the following amended and modified meanings, and Section 1.2 of the Existing Standstill Agreement is hereby amended and modified, accordingly as follows:
“Standstill Agreement” shall mean that certain Standstill and Amendment Agreement dated March 11, 2020 among the Credit Parties, Administrative Agent and the Lenders party thereto, as amended by that certain First Amendment to Standstill and Amendment Agreement dated April 15, 2020 among the Credit Parties and the Administrative Agent on behalf of the Required Lenders, that certain Second Amendment to Standstill and Amendment Agreement dated April 17, 2020 among the Credit Parties and the Administrative Agent on behalf of the Required Lenders, and that certain Third Amendment to Standstill and Amendment Agreement dated May 4, 2020 among the Credit Parties and the Administrative Agent on behalf of the Required Lenders (as the same may be amended, modified, replaced, amended and restated and supplemented form time to time).
"Standstill Period" shall mean the period commencing on the Standstill Effective Date and continuing until the earlier of: (i) the receipt by any Credit Party from the Administrative Agent of notice of the occurrence of any Termination Event, and (ii) 3:00 p.m. Central time on May 15, 2020.
3.Other Modifications to the Existing Standstill Agreement: The following is hereby added as new Section 3.5 to the Existing Standstill Agreement:
“Notwithstanding anything to the contrary set forth in Section 3.3 of this Agreement, and pursuant and subject to the applicable terms and conditions set forth in the Credit Agreement (including, without limitation, Section 2.19 thereof), on or after the effective date of the Third Amendment to this Agreement, the LC Issuer has agreed, in accordance with the Borrowers’ LC Application submitted for same, to issue a new Letter of Credit in favor of Wex Bank, as the beneficiary thereunder, in the face amount of Two Hundred Thousand and No/100THS Dollars ($200,000.00), which Letter of Credit shall constitute collateral support to be provided by the Borrowers to Wex Bank for the Borrowers’ fuel card program; provided, however, that as a condition precedent to the issuance of such Letter of Credit, the Borrowers shall have first deposited cash collateral from the Borrowers’ existing cash on hand, in the amount of Two Hundred and Ten Thousand and No/100THS Dollars ($210,000.00), into a cash collateral account at all times maintained by and under the exclusive control of Administrative Agent, which cash collateral account shall at all times maintain a balance of not less than one hundred and five percent (105%) of all LC Obligations at any time existing under such Letter of Credit. Nothing contained in this Section 3.5 shall be deemed to constitute a waiver of any rights, conditions or remedies of the Administrative Agent, the Lenders or their respective affiliates under the Credit Agreement or any other Loan Document (including, but not limited to, any such rights, conditions and/or remedies in connection with any Default, Event of Default, or the occurrence of any Material Adverse Event or of any other fact, event or occurrence under the Credit Agreement or any other Loan Document, whether now or hereafter existing, and whether or not now or hereafter known by Administrative Agent or any Lender). No delay by Administrative Agent, any Lender or any of their respective affiliates in exercising any rights or remedies or enforcing any conditions shall be deemed a waiver of any such rights, conditions or remedies that
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Administrative Agent, Lenders or any such affiliate may now or hereafter have with respect thereto, whether pursuant to the Credit Agreement and/or the other Loan Documents, under any applicable UCC, at law, in equity, or otherwise. The Administrative Agent, Lenders and their respective affiliates each expressly hereby reserves and preserves all such rights, conditions and remedies that it may now or hereafter have, any of which rights and remedies may be exercised at any time hereafter in the Administrative Agent’s, Lenders’ or any such affiliate’s sole discretion in accordance with the Loan Documents and without notice or demand of any kind or nature to Borrowers, any guarantor, or any other Person now or hereafter interested in or liable for any of the Obligations.”
4.General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE AGENT’S AND THE LENDERS’ AGREEMENTS TO MODIFY THE CREDIT AGREEMENT (AS AMENDED HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), EACH CREDIT PARTY HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, LC ISSUER, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN EACH CASE, ON OR PRIOR TO THE EFFECTIVE DATE OF THIS THIRD AMENDMENT, AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), THE CREDIT AGREEMENT (AS AMENDED HEREBY), ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE BORROWERS, BY EXECUTION HEREOF, ON BEHALF OF THEMSELVES AND ON BEHALF OF EACH OTHER CREDIT PARTY, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 3 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS. THE PROVISIONS OF THIS SECTION 3 SHALL SURVIVE THE TERMINATION OF THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), THE CREDIT AGREEMENT (AS AMENDED HEREBY), AND THE OTHER LOAN DOCUMENTS.
5.Miscellaneous:
A.No Waiver. Notwithstanding any of the foregoing, the standstill granted by the Administrative Agent and the Lenders pursuant to the Standstill Agreement (as amended hereby) shall not constitute and shall not be deemed to constitute a waiver or release of (x) any Default, Event of Default, or occurrence of any Material Adverse Event, or (y) any other fact, event or occurrence under the Credit
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Agreement or any other Loan Document (whether now or hereafter existing, and whether or not now or hereafter known by Administrative Agent or any Lender to be existing). Administrative Agent and the Lenders hereby expressly reserve and preserve all of their respective rights and remedies (whether pursuant to the Credit Agreement or any other Loan Document, the UCC, at law, in equity or otherwise) respecting any and/or all such Defaults, Events of Default and/or other facts, events, occurrences and other matters, subject only to the applicable terms and conditions of the Standstill Agreement (as amended hereby).
B.Conflict; Ratification. To the extent of any conflict or inconsistency between the terms and conditions of this Third Amendment, and the terms and conditions of the Existing Standstill Agreement or the terms and conditions of the Existing Credit Agreement, the terms and conditions of this Third Amendment shall govern and control. Except to the extent otherwise expressly modified hereby, the terms and conditions of both the Existing Standstill Agreement and the Existing Credit Agreement shall remain unchanged and of full force and effect and are hereby ratified by the undersigned parties.
C.Counterparts. This Third Amendment may be executed in any number of counterparts; each such counterpart hereof shall be deemed to be an original, but all such counterparts together shall constitute but one agreement. Signatures to this Third Amendment transmitted by facsimile or by e-mail in .pdf or .tif format shall be valid and effective as an original to bind the party so signing for all intents and purposes hereunder.
D.Interpretation; Governing Law. The section headings set forth in this Third Amendment are for convenience of reference only, and do not define, limit or construe the contents of such sections. THIS THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF OKLAHOMA AND SHALL BE PERFORMABLE IN TULSA COUNTY, OKLAHOMA. The provisions of (i) Article 17 of the Existing Credit Agreement, and (ii) Article 7 of the Existing Standstill Agreement, respectively, shall apply to this Third Amendment, mutatis mutandis.
[SIGNATURES FOLLOW ON THE NEXT PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWERS:
UNIT CORPORATION, a Delaware corporation,
UNIT PETROLEUM COMPANY, an Oklahoma corporation,
UNIT DRILLING COMPANY, an Oklahoma corporation,
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, as Senior Vice President, Secretary & General Counsel of each of
UNIT CORPORATION,
UNIT PETROLEUM COMPANY, and
UNIT DRILLING COMPANY
0000 Xxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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BOKF, NA dba Bank of Oklahoma, as LC Issuer, as Administrative Agent, and as a Lender, on behalf of the Required Lenders
By:__________________________________
Xxxx Xxxxx
Senior Vice President
000 Xxxx Xxxxxx Xxxxxx
Bank of Oklahoma Tower - 8th floor/Energy Department Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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