Exhibit 10.9
FIRST AMENDMENT TO
SPECIAL LOAN AGREEMENT
This First Amendment to Special Loan Agreement is made and entered into as
of February 7, 2000, between HOME-STAKE OIL & GAS COMPANY, an Oklahoma
corporation (the "Borrower"), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a
national banking association (the "Bank").
Recitals
A. The Borrower and the Bank are parties to that certain Special Loan
Agreement dated November 8, 1999 (the "Loan Agreement").
B. On January 3, 2000, the Borrower executed a new shareholder rights plan
to replace its existing shareholder rights plan which expired on such date.
C. The parties hereto desire to amend the Loan Agreement to reflect the
adoption of the new shareholder rights plan.
Agreement
In consideration of the foregoing and other good and valuable
consideration, the Borrower and the Bank hereby agree as follows:
1. Paragraph 5.2 of the Loan Agreement is hereby amended to read as
follows:
"5.2 Except as provided in the Rights Agreement dated January 3, 2000,
between the Borrower and UMB Bank, N.A., (copies of which have been
delivered to the Bank and which have not been modified or amended, as of
the date hereof) the Borrower will not declare, pay (except as provided
below) or become obligated to declare or pay any dividend on any class of
its capital stock now or hereafter outstanding, make any distribution of
cash or property to holders of any shares of such stock, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, any shares of any
class of its capital stock now or hereafter outstanding; provided, however,
that if no Event of Default or Default shall then exist, notwithstanding
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the above, the Borrower may declare and pay dividends upon its outstanding
shares of capital stock not in any fiscal year to exceed fifteen percent
(15%) of its net cash from operations, less scheduled payments upon
indebtedness to the Bank. For purposes of this Agreement "net cash from
operations" shall mean gross income (net of production taxes) paid minus
cash paid to suppliers in the normal course of business." 2. Except as
amended hereby, the Loan Agreement shall remain in full force and effect as
written.
IN WITNESS WHEREOF, the Borrower and the Bank have executed this First
Amendment as of the day and year first above written.
HOME-STAKE OIL & GAS COMPANY
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Chairman of the
Board, President and Chief Executive
Officer
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By /s/ X. X. Xxx Xxxxxx
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X.X. Xxxxxx, Vice President
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