EXHIBIT 10.1.22
SECOND AMENDMENT TO
LOAN AGREEMENT
Dated as of
December 16, 1996
between
UNIT CORPORATION
UNIT DRILLING AND EXPLORATION COMPANY
MOUNTAIN FRONT PIPELINE COMPANY, INC.
UNIT DRILLING COMPANY
UNIT PETROLEUM COMPANY
PETROLEUM SUPPLY COMPANY
"Borrowers"
and
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
THE FIRST NATIONAL BANK OF BOSTON
XXXXXXX'X NATIONAL BANK OF OKLAHOMA
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF SHAWNEE
"Banks"
and
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
"Agent"
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of December
16, 1996 ("Second Amendment"), is entered into among UNIT CORPORA-
TION, a Delaware corporation ("Unit"), UNIT DRILLING AND EXPLORA-
TION COMPANY, a Delaware corporation, MOUNTAIN FRONT PIPELINE
COMPANY, INC., an Oklahoma corporation, UNIT DRILLING COMPANY, an
Oklahoma corporation, UNIT PETROLEUM COMPANY, an Oklahoma corpora-
tion and PETROLEUM SUPPLY COMPANY, an Oklahoma corporation, each
with its principal place of business at 1000 Galleria Tower 1, 0000
Xxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000 (collectively the "Borrowers")
and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking
association, with principal offices at Bank of Oklahoma Tower, 0
Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxxx 00000 ("BOK"); THE FIRST NATIONAL
BANK OF BOSTON, a national banking association, with principal
offices at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Bank
of Boston"); XXXXXXX'X NATIONAL BANK OF OKLAHOMA, with principal
offices at 000 Xxxxx Xxxxxxx, Xxxxx, Xxxxxxxx, 00000 ("Xxxxxxx'x");
and AMERICAN NATIONAL BANK AND TRUST COMPANY OF SHAWNEE, a national
banking association, with principal offices at 000 X. Xxxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("ANB") (BOK, Bank of Boston, Xxxxxxx'x and ANB each
being sometimes referred to herein, individually, as a "Bank", and
collectively as the "Banks"); and BOK as Agent for the Banks (in
such capacity, herein referred to as the "Agent").
WITNESSETH:
WHEREAS, the Borrowers, BOK, Bank of Boston, BANK IV
Oklahoma, N.A., ANB and Agent are parties to that certain Loan
Agreement dated as of August 3, 1995, as amended by that certain
First Amendment to Loan Agreement dated as of September 4, 1996
(the Loan Agreement, as amended, referred to herein as the "Prior
Loan Agreement"), pursuant to which BOK, Bank of Boston, BANK IV
Oklahoma, N.A. and ANB extended to the Borrowers a $75,000,000
revolving line of credit (the "Line Commitment") that converts to
a forty-eight (48) month term payment (the "Term Commitment"); and
WHEREAS, the Banks have increased the Borrowing Base.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein made, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Borrowers and the Banks agree as follows:
1. Amended Definitions. The following defined term in the
Prior Loan Agreement is hereby amended, as follows:
1.47 "Pro Rata Share" shall mean for each of the
Banks the percentage determined from time to time by
dividing the principal amount outstanding under such
Bank's respective Note by the aggregate principal
amount outstanding under all of the Banks' Notes.
BOK's Pro Rata Share in 45.19%, Xxxxxxx'x Pro Rata
Share is 38.46%, Bank of Boston's Pro Rata Share is
13.46% and ANB's Pro Rata Share is 2.89%.
All references to "BANK IV" are hereby amended to refer to
"Xxxxxxx'x".
2. Notes. The form of the Notes referenced in Section 2.2
of the Prior Loan Agreement and attached thereto as Exhibits X-0,
X-0, X-0 and A-4 are hereby replaced with the form of the Notes
attached hereto as Exhibits X-0, X-0, X-0 and A-4.
3. Ratifications, Representations and Warranties. The terms
and provisions set forth in this Second Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the
Prior Loan Agreement and except as expressly modified and supersed-
ed by this Second Amendment, the terms and provisions of the Prior
Loan Agreement are ratified and confirmed and shall continue in
full force and effect. The Borrowers and the Banks agree that the
Prior Loan Agreement as amended hereby shall continue to be legal,
valid, binding and enforceable in accordance with its terms.
4. Reference to Agreement. Each of the Loan Documents, in-
cluding the Prior Loan Agreement and any and all other agreements,
documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Prior
Loan Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Prior Loan Agreement shall
mean a reference to the Prior Loan Agreement as amended hereby.
5. Costs. Borrowers agree to pay to the Agent for the
benefit of the Banks on demand all recording fees and filing costs
and all reasonable attorneys fees and legal expenses incurred or
accrued by the Banks in connection with the preparation, negotiation,
execution, closing, administration of the Loan Aggreement and the filing
and recording of the Security Instruments or any amendment, waiver,
consent of modification to and of the Loan Documents. In any action to
enforce or construe the provisions of this Agreement or any of the Loan
Documents, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and all costs and expenses related thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above
written.
"Borrowers"
UNIT CORPORATION, a Delaware corporation
UNIT DRILLING AND EXPLORATION
COMPANY, a Delaware corporation
MOUNTAIN FRONT PIPELINE COMPANY,
INC., an Oklahoma corporation
UNIT PETROLEUM COMPANY, an Oklahoma
corporation
UNIT DRILLING COMPANY, an Oklahoma
corporation
PETROLEUM SUPPLY COMPANY, an Oklahoma
corporation
By__/s/ Xxxx X. Xxxxxx------------------
Xxxx X. Xxxxxx, President of UNIT
CORPORATION, UNIT DRILLING AND
EXPLORATION COMPANY, MOUNTAIN
FRONT PIPELINE COMPANY, INC., UNIT
PETROLEUM COMPANY, UNIT DRILLING
COMPANY, PETROLEUM SUPPLY COMPANY
"Banks"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By__/s/_Pam Schloeder___________________
Xxx Xxxxxxxxx, Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000
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"Agent"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By__/s/_Pam Xxxxxxxxx--------------
Xxx Xxxxxxxxx, Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000
THE FIRST NATIONAL BANK OF BOSTON
By__/s/_Frank X. Xxxxx, Xx.---------
Xxxxx X. Xxxxx Xx., Director
X.X. Xxx 0000
000 Xxxxxxx Xxxxxx
Xxxxxx & Utility Division 01-08-02
Xxxxxx, Xxxxxxxxxxxxx 00000
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XXXXXXX'X NATIONAL BANK OF OKLAHOMA
By_/s/_Glenn A. Elrod____________
Xxxxx X. Xxxxx
Senior Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000-0000
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AMERICAN NATIONAL BANK AND TRUST
COMPANY OF SHAWNEE
By__/s/_Tony M. McMurry_____________
Xxxx X. XxXxxxx
Executive Vice President
P. O. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Exhibits to the Second Amendment to Loan Agreement
will be furnished to the SEC upon Request.
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