FIRST AMENDMENT TO
LOAN AGREEMENT
Dated as of
September 4, 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
BANK IV OKLAHOMA, N.A.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF SHAWNEE
"Banks"
and
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
"Agent"
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of September
4, 1996 ("First 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"); BANK IV OKLAHOMA, N.A., with principal offices at 000
Xxxxx Xxxxxxx, Xxxxx, Xxxxxxxx, 00000 ("BANK IV"); 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, BANK IV 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 and the Banks are parties to that
certain Loan Agreement dated as of August 3, 1995 (the "Prior Loan
Agreement"), pursuant to which the Banks 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 Borrowers have requested the Banks to (i) extend
the Line Commitment to August 1, 1999, and (ii) decrease the Libor
Rate Option; and
WHEREAS, subject to the terms and conditions hereinafter set
forth, the Banks are willing to extend the Line Commitment and
decrease the Libor Rate Option as described below.
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:
1.6 "Commitment Termination Date" shall
mean August 1, 1999 unless the Commitment is
terminated at an earlier date pursuant to the
terms of this Agreement.
2. Revolving Line of Credit. The reference to "August 31,
1997" in Section 2.1 of the Prior Loan Agreement is hereby amended
to refer to "August 1, 1999."
3. 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 hereof replaced with the form of the Notes
attached hereto as Exhibits X-0, X-0, X-0 and A-4.
4. Principal. The references to "September 1, 1997" and
"August 1, 2001", respectively, in Section 2.4(a) of the Prior Loan
Agreement are hereby amended to refer to "September 1, 1999" and
"August 1, 2003", respectively.
5. Interest. Section 2.5(a) of the Prior Loan Agreement is
hereby amended to read as follows:
(a) Available Options. Except as hereinafter provided,
during the period commencing on September 1, 1996 and
continuing through the Commitment Termination Date, interest
shall accrue on any past due interest and on that portion of
the aggregate principal amount of the Notes from time to time
outstanding (collectively the "Debt") according to the
following matrix:
Percentage that
the Debt Bears
to the Borrowing Base Rate of Interest
------------------------- --------------------
Less than 50% Applicable Prime Rate or
Libor Rate plus 1.25%
50% - up to but Applicable Prime Rate or
not including 75% Libor Rate plus 1.50%
75% or more Applicable Prime Rate or
Libor Rate plus 1.75%
Except as hereinafter provided, during the period commencing
on August 2, 1999, and continuing through Maturity, interest
shall accrue on the Debt according to the following matrix:
2
Percentage that
the Debt Bears
to the Borrowing Base Rate of Interest
------------------------- --------------------
Less than 50% Applicable Prime Rate plus .25%
or Libor Rate plus 1.50%
50% - up to but Applicable Prime Rate plus .25%
not including 75% or Libor Rate plus 1.75%
75% or more Applicable Prime Rate plus .25%
or Libor Rate plus 2.00%
In determining the percentage that the Debt bears to the
Borrowing Base, the "Debt" and the "Borrowing Base" shall be
the average of such respective amounts during the most recent
calendar month preceding such determination. The Applicable
Prime Rate option described above in the matrices is herein-
after referred to as the "Prime Rate Option" and the Libor
Rate interest option described above in the matrices is here-
inafter referred to as the "Libor Rate Option". The Prime
Rate Option shall be computed on the basis of a year of 365
or 366 days, as the case may be and the Libor Rate Option
shall be based on a year of 360 days and actual days elapsed.
The reference to "September 1, 1995" in Section 2.5(c) in the Prior
Loan Agreement is hereby amended to refer to "October 1, 1996."
6. Determination of Borrowing Base. The reference to
"October 31, 1995" in Section 3.1(a) of the Prior Loan Agreement is
hereby amended to refer to "October 31, 1996." The reference to
"November 1, 1995" in Section 3.1(b) of the Prior Loan Agreement is
hereby amended to refer to "November 1, 1996."
7. Financial Statements and Reports. Section 6.8(e) of the
Prior Loan Agreement is hereby amended to include the following
sentence:
"Prior to September 30 of each year commencing
September 30, 1996, Borrowers shall deliver to
each of the Banks all pertinent data regarding
Borrowers' new producing xxxxx since the
preceding March 31, prepared by Borrowers' in-house
engineers, in form and substance satisfactory to Agent and based on the
best information available to Borrowers at that time."
8. Setoff. Section 9.3 of the Prior Loan Agreement is
hereby amended to include a reference to Account No. 2-083-0798-3
and references to the following Account Nos. are hereby deleted: 1-022-5426-5,
1-035-9028-1, 2-042-1333-2, 2-043-5134-9, 2-060-0786-1,
2-078-9622-0, 2-079-1080-6, 2-079-1087-2.
3
9. Conditions Precedent. The effectiveness of this First
Amendment and the obligation of the Banks to extend the Line
Commitment and decrease the Libor Rate Option are subject to the
satisfaction of the following conditions precedent:
(a) No Default. There shall exist no
Event of Default or Default on the date hereof.
(b) No Material Adverse Change. From and
after August 3, 1995, no material adverse changes
in the properties, business prospects or financial conditions of the
Borrowers shall have
occurred.
(c) Representations and Warranties. The
representations and warranties set forth in the
Prior Loan Agreement shall be true and correct on
and as of the date hereof, with the same effect
as though made on and as of this date.
(d) Certificates. Each of the Borrowers
shall have delivered to the Agent a Certificate,
dated as of even date herewith, and signed by its
President or Vice President and its Secretary or
Assistant Secretary certifying (i) to the matters
covered by the conditions specified in subsections
(a), (b) and (c) of this Section 9, (ii)
that it has performed and complied with all
agreements and conditions required to be per-
formed or complied with by it prior to or as of
the date hereof, (iii) to the name and signature
of each officer authorized to execute and deliver
this First Amendment and any other documents,
certificates or writings and to borrow under the
Prior Loan Agreement, as amended by this First
Amendment (the "Agreement"), and (iv) to such
other matters in connection with this First
Amendment and the Agreement which the Banks shall
determine to be advisable. The Banks may conclu-
sively rely on such Certificates until it receives
notice in writing to the contrary.
(e) Proceedings. On or before the date
hereof, all corporate proceedings of each of the
Borrowers shall have been taken in connection
with the transactions contemplated by this First
Amendment and shall be satisfactory in form and
substance to the Agent and its counsel; and the
Banks shall have received certified copies, in
form and substance satisfactory to the Agent and
its counsel, of the resolutions of the Board of
Directors of the Borrowers, as adopted, authorizing
the execution and delivery of this First
Amendment and the borrowings under this First
Amendment.
4
(f) Notes and First Amendment. The
Borrowers shall have delivered to the Agent this
First Amendment, appropriately executed by the
appropriate parties and dated as of the date
hereof. The Borrowers shall have delivered the
Notes to the order of the Banks, appropriately
executed.
10. Ratifications, Representations and Warranties. The terms
and provisions set forth in this First 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 First 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.
11. 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.
12. Costs. Borrowers agree to pay to the Agent for the
benefit of the Banks on demand all reasonable costs and expenses
incurred by the Banks in connection with the preparation, execu-
tion, delivery, filing, recording and administration of this First
Amendment and any amendments and modifications thereto, including
without limitation the costs and fees of the Agent's and the Banks'
legal counsel, and all costs and expenses incurred by the Banks in
connection with the enforcement or preservation of any rights under
this First Amendment, or any other Loan Documents, including
without limitation the reasonable costs and fees of legal counsel
of the Banks.
5
IN WITNESS WHEREOF, the parties hereto have caused this First
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____________________________________
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__________________________________
Xxx Xxxxxxxxx, Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000
6
"Agent"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By__________________________________
Xxx Xxxxxxxxx, Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000
7
THE FIRST NATIONAL BANK OF BOSTON
By___________________________________
________________, _______________
X.X. Xxx 0000
000 Xxxxxxx Xxxxxx
Xxxxxx & Utility Division 01-08-02
Xxxxxx, Xxxxxxxxxxxxx 00000
8
BANK IV OKLAHOMA, N.A.
By_______________________________
Xxxxx X. Xxxxx
Senior Vice President
P. O. Xxx 0000
Xxxxx, Xxxxxxxx 00000-0000
9
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF SHAWNEE
By
Xxxx X. XxXxxxx
Executive Vice President
P. O. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
10
EXHIBIT "A-1"
PROMISSORY NOTE
$25,000,000 September 4, 1996
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, UNIT CORPORATION, a
Delaware corporation, UNIT DRILLING AND EXPLORATION COMPANY, a
Delaware corporation, MOUNTAIN FRONT PIPELINE COMPANY, INC., an
Oklahoma corporation, UNIT DRILLING COMPANY, an Oklahoma corpora-
tion, UNIT PETROLEUM COMPANY (formerly Sunshine Development Corpor-
ation), an Oklahoma corporation and PETROLEUM SUPPLY COMPANY, an
Oklahoma corporation (individually and collectively the "Borrow-
ers"), jointly and severally promise to pay to the order of BANK OF
OKLAHOMA, NATIONAL ASSOCIATION ("BOK"), with interest, the princi-
pal sum of TWENTY FIVE MILLION and no/100ths DOLLARS ($25,000,000)
or, if less, the aggregate principal amount of all advances made by
BOK to Borrowers pursuant to the Loan Agreement dated as of August
3, 1995 among Borrowers, BOK, BANK IV Oklahoma, N.A., The First
National Bank of Boston and American National Bank and Trust
Company of Shawnee (collectively the "Banks"), with BOK as Agent,
as amended by that First Amendment to Loan Agreement among
Borrowers, the Banks and BOK as Agent (the Loan Agreement, as
amended, referred to as the "Loan Agreement"), which are outstand-
ing as of August 1, 1999 (the "Commitment Termination Date"). Such
outstanding principal shall be payable in forty-eight (48)
consecutive monthly installments commencing September 1, 1999, and
continuing on the first (1st) day of each month thereafter through
August 1, 2003 ("Maturity"). Each of the first forty-seven (47) of
such principal installments shall be in the amount derived by
dividing the principal amount hereof outstanding on the Commitment
Termination Date by forty-eight (48). The forty-eighth (48th) and
final installment shall be in the amount of the remaining principal
balance of this Note at Maturity plus all accrued but unpaid
interest hereon.
Except as hereinafter provided in connection with a default,
interest shall accrue on the outstanding principal balance hereof
and on any past due interest through Maturity at the rate or rates
per annum determined pursuant to the Loan Agreement, payable as
provided therein, and shall be calculated as provided in the Loan
Agreement.
The rate of interest payable upon the indebtedness evidenced
by this Note shall not at any time exceed the maximum rate of
interest permitted under the laws of the State of Oklahoma or
federal laws to the extent they apply for loans of the type and
character evidenced by this Note.
All payments under this Note shall be made in legal tender of
the United States of America or in other immediately available
funds at the offices of the Agent at Bank of Oklahoma Tower, 0 Xxxx
0xx Xxxxxx, Xxxxx, Xxxxxxxx 00000, and no credit shall be given for
any payment received by check, draft or other instrument or item
until such time as the Agent or the holder hereof shall have
received credit therefor from the Agent's or the holder's collect-
ing agent or, in the event no collecting agent is used, from the
bank or other financial institution upon which said check, draft or
other instrument or item is drawn. If any payment is due upon a
Saturday or Sunday or upon any other day on which state or national
banks in the State of Oklahoma are closed for business by virtue of
a legal holiday for such banks, such payment shall be due and
payable on the next succeeding Business Day, and interest shall
accrue to such day.
Prior to the Commitment Termination Date, the Borrowers may
borrow, repay and reborrow hereunder at any time and from time to
time as provided in the Loan Agreement. From and after the
Commitment Termination Date, the Borrowers may prepay this Note in
whole or in part, subject to the prepayment limitations contained
in the Loan Agreement; provided, however, that any partial
prepayment shall be applied first to accrued interest, then to
unpaid principal installments in the inverse order of maturity.
From time to time the Borrowers and the Banks may agree to
extend the maturity date of this Note or to renew this Note, in
whole or in part, or a new note of different form may be substitut-
ed for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the
holder, from time to time, may waive or surrender, either in whole
or in part, any rights, guarantees, security interests, or liens
given for the benefit of the holder in connection with the payment
and the securing the payment of this Note; but no such occurrences
shall in any manner affect, limit, modify or otherwise impair any
rights, guarantees or security of the holder not specifically
waived, released or surrendered in writing, nor shall the Borrowers
or any guarantor, endorser or any other person who is or might be
liable hereon, either primarily or contingently, be released from
such liability by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to
release any person who might be liable hereon; and such release
shall not affect or discharge the liability of any other person who
is or might be liable hereon.
If any payment required by this Note to be made is not made
within ten (10) Business Days after the same shall become due and
payable, or if any default occurs under the Loan Agreement, the
Security Agreement or under the provisions of any mortgage, deed of
trust, security agreement, assignment, pledge or other document or
agreement which provides security for the indebtedness evidenced by
this Note, the holder hereof may, at its option, without notice or
demand, declare this Note in default and all indebtedness due and
owing hereunder immediately due and payable. In the event of a
default the entire unpaid balance shall be immediately due and
payable, together with any past due interest at the rate of five
2
percentage points (5%) per annum above the Applicable Prime Rate
("Default Rate"). The Borrowers and all endorsers, guarantors and
sureties hereby severally waive protest, presentment, demand, and
notice of protest and nonpayment in case this Note or any payment
due hereunder is not paid when due; and they agree to any renewal
of this Note or to any extension, acceleration or postponement of
the time of payment, or any other indulgence, to any substituting,
exchange or release of collateral and to the release of any party
or person primarily or contingently liable hereon without prejudice
to the holder and without notice to the Borrowers or any endorser,
guarantor or surety. In the event of any controversy, claim or
dispute between the parties affecting or relating to the subject
matter or performance of this Note, the prevailing party shall be
entitled to recover from the non-prevailing party all of its
reasonable costs, expenses, including reasonable attorneys' and
accountants' fees. In the event the Agent or BOK is the prevailing
party, the Borrowers, and any guarantor, endorser, surety or any
other person who is or may become liable hereon, will, on demand,
pay all such costs and expenses.
Upon the occurrence of any default hereunder, BOK shall have
the right, immediately and without further action by it, to set off
against this Note all money owed by BOK in any capacity (except for
balances in the following accounts with BOK: Account Nos. 1-00000000, 1-026-
5743-7, 1-035-7018-4, 1-038-4862-7, 1-038-4077-3, 2-079-1154-3, 2-079-2793-3, 2-
000-0000-0, 2-079-2353-3, 2-079-2860-4, 2-079-2861-5, 2-079-2862-6, 2-079-2864-
8, 2-079-3738-2, 2-083-0274-7 and 2-083-0798-3),
to each or any of the Borrowers, guarantor, endorser or any other person
who is or might be liable for payment hereof, whether or not due, and
also to set off against all other liabilities of each of the Borrowers
to BOK all money owed by BOK in any capacity to each or any of the Borrowers;
and BOK shall be deemed to have exercised such right of setoff and to
have made a charge against such money immediately upon the occurrence
of such default even though such charge is made or entered into the
books of BOK subsequently thereto.
This Note is issued pursuant to and subject to the terms of
the Loan Agreement and is secured by the Collateral described in
the Loan Agreement, which provides, among other things, for pre-payment of this
Note upon the occurrence of certain events and for
limitations on advances which may be made hereunder. This Note is
a renewal, extension, substitution and replacement of that certain
promissory note dated August 3, 1995, payable by Borrowers to the
order of BOK in the original principal amount of $25,000,000.
Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Loan Agreement.
This Note shall be governed by and construed in accordance
with the laws of the State of Oklahoma. Borrowers agree that all
suits or proceedings arising from or related to this Note or the
Loan Agreement may be litigated in courts, state or federal,
sitting in the State of Oklahoma. In furtherance of this provi-
sion, Borrowers hereby waive any objection to such venue.
3
Notwithstanding the single execution of this Note by the
President of each of the Borrowers, each of the Borrowers is
jointly and severally bound by the terms of this Note.
"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___________________________________
Xxxx X. Xxxxxx, President of UNIT
CORPORATION, UNIT DRILLING AND
EXPLORATION COMPANY, MOUNTAIN FRONT
PIPELINE COMPANY, INC., UNIT XXXXX-
XXXX COMPANY, UNIT DRILLING COMPA-
NY, PETROLEUM SUPPLY COMPANY
Due: August 1, 2003
(subject to conversion
to Term Loan payout on
August 1, 1999 per
Loan Agreement)
719303.055
4
EXHIBIT "A-2"
PROMISSORY NOTE
$23,500,000 September 4, 1996
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, UNIT CORPORATION, a
Delaware corporation, UNIT DRILLING AND EXPLORATION COMPANY, a
Delaware corporation, MOUNTAIN FRONT PIPELINE COMPANY, INC., an
Oklahoma corporation, UNIT DRILLING COMPANY, an Oklahoma corpora-
tion, UNIT PETROLEUM COMPANY (formerly Sunshine Development Corpor-
ation), an Oklahoma corporation and PETROLEUM SUPPLY COMPANY, an
Oklahoma corporation (individually and collectively the "Borrow-
ers"), jointly and severally promise to pay to the order of THE
FIRST NATIONAL BANK OF BOSTON ("Bank of Boston"), with interest,
the principal sum of TWENTY THREE MILLION FIVE HUNDRED THOUSAND and
no/100ths DOLLARS ($23,500,000) or, if less, the aggregate
principal amount of all advances made by Bank of Boston to
Borrowers pursuant to the Loan Agreement dated as of August 3, 1995
among Borrowers, Bank of Boston, Bank of Oklahoma, National
Association ("BOK"), BANK IV Oklahoma, N.A. and American National
Bank and Trust Company of Shawnee (collectively the "Banks"), with
BOK as Agent, as amended by that First Amendment to Loan Agreement
among Borrowers, the Banks and BOK as Agent (the Loan Agreement, as
amended, referred to as the "Loan Agreement"), which are outstand-
ing as of August 31, 1999 (the "Commitment Termination Date").
Such outstanding principal shall be payable in forty-eight (48)
consecutive monthly installments commencing September 1, 1999, and
continuing on the first (1st) day of each month thereafter through
August 1, 2003 ("Maturity"). Each of the first forty-seven (47) of
such principal installments shall be in the amount derived by
dividing the principal amount hereof outstanding on the Commitment
Termination Date by forty-eight (48). The forty-eighth (48th) and
final installment shall be in the amount of the remaining principal
balance of this Note at Maturity plus all accrued but unpaid
interest hereon.
Except as hereinafter provided in connection with a default,
interest shall accrue on the outstanding principal balance hereof
and on any past due interest through Maturity at the rate or rates
per annum determined pursuant to the Loan Agreement, payable as
provided therein, and shall be calculated as provided in the Loan
Agreement.
The rate of interest payable upon the indebtedness evidenced
by this Note shall not at any time exceed the maximum rate of
interest permitted under the laws of the State of Oklahoma or
federal laws to the extent they apply for loans of the type and
character evidenced by this Note.
All payments under this Note shall be made in legal tender of
the United States of America or in other immediately available
funds at the offices of the Agent at Bank of Oklahoma Tower, 0 Xxxx
0xx Xxxxxx, Xxxxx, Xxxxxxxx 00000, and no credit shall be given for
any payment received by check, draft or other instrument or item
until such time as the Agent or the holder hereof shall have
received credit therefor from the Agent's or the holder's collect-
ing agent or, in the event no collecting agent is used, from the
bank or other financial institution upon which said check, draft or
other instrument or item is drawn. If any payment is due upon a
Saturday or Sunday or upon any other day on which state or national
banks in the State of Oklahoma are closed for business by virtue of
a legal holiday for such banks, such payment shall be due and
payable on the next succeeding Business Day, and interest shall
accrue to such day.
Prior to the Commitment Termination Date, the Borrowers may
borrow, repay and reborrow hereunder at any time and from time to
time as provided in the Loan Agreement. From and after the
Commitment Termination Date, the Borrowers may prepay this Note in
whole or in part, subject to the prepayment limitations contained
in the Loan Agreement; provided, however, that any partial
prepayment shall be applied first to accrued interest, then to
unpaid principal installments in the inverse order of maturity.
From time to time the Borrowers and the Banks may agree to
extend the maturity date of this Note or to renew this Note, in
whole or in part, or a new note of different form may be substitut-
ed for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the
holder, from time to time, may waive or surrender, either in whole
or in part, any rights, guarantees, security interests, or liens
given for the benefit of the holder in connection with the payment
and the securing the payment of this Note; but no such occurrences
shall in any manner affect, limit, modify or otherwise impair any
rights, guarantees or security of the holder not specifically
waived, released or surrendered in writing, nor shall the Borrowers
or any guarantor, endorser or any other person who is or might be
liable hereon, either primarily or contingently, be released from
such liability by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to
release any person who might be liable hereon; and such release
shall not affect or discharge the liability of any other person who
is or might be liable hereon.
If any payment required by this Note to be made is not made
within ten (10) Business Days after the same shall become due and
payable, or if any default occurs under the Loan Agreement, the
Security Agreement or under the provisions of any mortgage, deed of
trust, security agreement, assignment, pledge or other document or
agreement which provides security for the indebtedness evidenced by
this Note, the holder hereof may, at its option, without notice or
demand, declare this Note in default and all indebtedness due and
owing hereunder immediately due and payable. In the event of a
default the entire unpaid balance shall be immediately due and
2
payable, together with any past due interest at the rate of five
percentage points (5%) per annum above the Applicable Prime Rate
("Default Rate"). The Borrowers and all endorsers, guarantors and
sureties hereby severally waive protest, presentment, demand, and
notice of protest and nonpayment in case this Note or any payment
due hereunder is not paid when due; and they agree to any renewal
of this Note or to any extension, acceleration or postponement of
the time of payment, or any other indulgence, to any substituting,
exchange or release of collateral and to the release of any party
or person primarily or contingently liable hereon without prejudice
to the holder and without notice to the Borrowers or any endorser,
guarantor or surety. In the event of any controversy, claim or
dispute between the parties affecting or relating to the subject
matter or performance of this Note, the prevailing party shall be
entitled to recover from the non-prevailing party all of its
reasonable costs, expenses, including reasonable attorneys' and
accountants' fees. In the event the Agent or Bank of Boston is the
prevailing party, the Borrowers, and any guarantor, endorser,
surety or any other person who is or may become liable hereon,
will, on demand, pay all such costs and expenses.
Upon the occurrence of any default hereunder, Bank of Boston
shall have the right, immediately and without further action by it,
to set off against this Note all money owed by Bank of Boston in
any capacity, to each or any of the Borrowers, guarantor, endorser
or any other person who is or might be liable for payment hereof,
whether or not due, and also to set off against all other liabili-
ties of each of the Borrowers to Bank of Boston all money owed by
Bank of Boston in any capacity to each or any of the Borrowers; and
Bank of Boston shall be deemed to have exercised such right of
setoff and to have made a charge against such money immediately
upon the occurrence of such default even though such charge is made
or entered into the books of Bank of Boston subsequently thereto.
This Note is issued pursuant to and subject to the terms of
the Loan Agreement and is secured by the Collateral described in
the Loan Agreement, which provides, among other things, for
prepayment of this Note upon the occurrence of certain events and
for limitations on advances which may be made hereunder. This Note
is a renewal, extension, substitution and replacement of that
certain promissory note dated August 3, 1995, payable by Borrowers
to the order of Bank of Boston in the original principal amount of
$23,500,000. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Loan
Agreement.
This Note shall be governed by and construed in accordance
with the laws of the State of Oklahoma. Borrowers agree that all
suits or proceedings arising from or related to this Note or the
Loan Agreement may be litigated in courts, state or federal,
sitting in the State of Oklahoma. In furtherance of this provi-
sion, Borrowers hereby waive any objection to such venue.
3
Notwithstanding the single execution of this Note by the
President of each of the Borrowers, each of the Borrowers is
jointly and severally bound by the terms of this Note.
"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___________________________________
Xxxx X. Xxxxxx, President of UNIT
CORPORATION, UNIT DRILLING AND
EXPLORATION COMPANY, MOUNTAIN FRONT
PIPELINE COMPANY, INC., UNIT XXXXX-
XXXX COMPANY, UNIT DRILLING COMPA-
NY, PETROLEUM SUPPLY COMPANY
Due: August 1, 2003
(subject to conversion
to Term Loan payout on
August 1, 1999 per
Loan Agreement)
719303.056
4
EXHIBIT "A-3"
PROMISSORY NOTE
$25,000,000 September 4, 1996
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, UNIT CORPORATION, a
Delaware corporation, UNIT DRILLING AND EXPLORATION COMPANY, a
Delaware corporation, MOUNTAIN FRONT PIPELINE COMPANY, INC., an
Oklahoma corporation, UNIT DRILLING COMPANY, an Oklahoma corpora-
tion, UNIT PETROLEUM COMPANY (formerly Sunshine Development Corpor-
ation), an Oklahoma corporation and PETROLEUM SUPPLY COMPANY, an
Oklahoma corporation (individually and collectively the "Borrow-
ers"), jointly and severally promise to pay to the order of BANK IV
Oklahoma, N.A. ("Bank IV"), with interest, the principal sum of
TWENTY FIVE MILLION and no/100ths DOLLARS ($25,000,000) or, if
less, the aggregate principal amount of all advances made by BANK
IV to Borrowers pursuant to the Loan Agreement dated as of August
3, 1995 among Borrowers, BANK IV, Bank of Oklahoma, National
Association ("BOK"), The First National Bank of Boston and American
National Bank and Trust Company of Shawnee (collectively the
"Banks"), with BOK as Agent, as amended by that First Amendment to
Loan Agreement among Borrowers, the Banks and BOK as Agent (the
Loan Agreement, as amended, referred to as the "Loan Agreement"),
which are outstanding as of August 31, 1999 (the "Commitment
Termination Date"). Such outstanding principal shall be payable in
forty-eight (48) consecutive monthly installments commencing
September 1, 1999, and continuing on the first (1st) day of each
month thereafter through August 1, 2003 ("Maturity"). Each of the
first forty-seven (47) of such principal installments shall be in
the amount derived by dividing the principal amount hereof
outstanding on the Commitment Termination Date by forty-eight (48).
The forty-eighth (48th) and final installment shall be in the
amount of the remaining principal balance of this Note at Maturity
plus all accrued but unpaid interest hereon.
Except as hereinafter provided in connection with a default,
interest shall accrue on the outstanding principal balance hereof
and on any past due interest through Maturity at the rate or rates
per annum determined pursuant to the Loan Agreement, payable as
provided therein, and shall be calculated as provided in the Loan
Agreement.
The rate of interest payable upon the indebtedness evidenced
by this Note shall not at any time exceed the maximum rate of
interest permitted under the laws of the State of Oklahoma or
federal laws to the extent they apply for loans of the type and
character evidenced by this Note.
All payments under this Note shall be made in legal tender of
the United States of America or in other immediately available
funds at the offices of the Agent at Bank of Oklahoma Tower, 0 Xxxx
0xx Xxxxxx, Xxxxx, Xxxxxxxx 00000, and no credit shall be given for
any payment received by check, draft or other instrument or item
until such time as the Agent or the holder hereof shall have
received credit therefor from the Agent's or the holder's collect-
ing agent or, in the event no collecting agent is used, from the
bank or other financial institution upon which said check, draft or
other instrument or item is drawn. If any payment is due upon a
Saturday or Sunday or upon any other day on which state or national
banks in the State of Oklahoma are closed for business by virtue of
a legal holiday for such banks, such payment shall be due and
payable on the next succeeding Business Day, and interest shall
accrue to such day.
Prior to the Commitment Termination Date, the Borrowers may
borrow, repay and reborrow hereunder at any time and from time to
time as provided in the Loan Agreement. From and after the
Commitment Termination Date, the Borrowers may prepay this Note in
whole or in part, subject to the prepayment limitations contained
in the Loan Agreement; provided, however, that any partial
prepayment shall be applied first to accrued interest, then to
unpaid principal installments in the inverse order of maturity.
From time to time the Borrowers and the Banks may agree to
extend the maturity date of this Note or to renew this Note, in
whole or in part, or a new note of different form may be substitut-
ed for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the
holder, from time to time, may waive or surrender, either in whole
or in part, any rights, guarantees, security interests, or liens
given for the benefit of the holder in connection with the payment
and the securing the payment of this Note; but no such occurrences
shall in any manner affect, limit, modify or otherwise impair any
rights, guarantees or security of the holder not specifically
waived, released or surrendered in writing, nor shall the Borrowers
or any guarantor, endorser or any other person who is or might be
liable hereon, either primarily or contingently, be released from
such liability by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to
release any person who might be liable hereon; and such release
shall not affect or discharge the liability of any other person who
is or might be liable hereon.
If any payment required by this Note to be made is not made
within ten (10) Business Days after the same shall become due and
payable, or if any default occurs under the Loan Agreement, the
Security Agreement or under the provisions of any mortgage, deed of
trust, security agreement, assignment, pledge or other document or
agreement which provides security for the indebtedness evidenced by
this Note, the holder hereof may, at its option, without notice or
demand, declare this Note in default and all indebtedness due and
owing hereunder immediately due and payable. In the event of a
default the entire unpaid balance shall be immediately due and
payable, together with any past due interest at the rate of five
2
percentage points (5%) per annum above the Applicable Prime Rate
("Default Rate"). The Borrowers and all endorsers, guarantors and
sureties hereby severally waive protest, presentment, demand, and
notice of protest and nonpayment in case this Note or any payment
due hereunder is not paid when due; and they agree to any renewal
of this Note or to any extension, acceleration or postponement of
the time of payment, or any other indulgence, to any substituting,
exchange or release of collateral and to the release of any party
or person primarily or contingently liable hereon without prejudice
to the holder and without notice to the Borrowers or any endorser,
guarantor or surety. In the event of any controversy, claim or
dispute between the parties affecting or relating to the subject
matter or performance of this Note, the prevailing party shall be
entitled to recover from the non-prevailing party all of its
reasonable costs, expenses, including reasonable attorneys' and
accountants' fees. In the event the Agent or BANK IV is the
prevailing party, the Borrowers, and any guarantor, endorser,
surety or any other person who is or may become liable hereon,
will, on demand, pay all such costs and expenses.
Upon the occurrence of any default hereunder, BANK IV shall
have the right, immediately and without further action by it, to
set off against this Note all money owed by BANK IV in any
capacity, to each or any of the Borrowers, guarantor, endorser or
any other person who is or might be liable for payment hereof,
whether or not due, and also to set off against all other liabili-
ties of each of the Borrowers to BANK IV all money owed by BANK IV
in any capacity to each or any of the Borrowers; and BANK IV shall
be deemed to have exercised such right of setoff and to have made
a charge against such money immediately upon the occurrence of such
default even though such charge is made or entered into the books
of BANK IV subsequently thereto.
This Note is issued pursuant to and subject to the terms of
the Loan Agreement and is secured by the Collateral described in
the Loan Agreement, which provides, among other things, for
prepayment of this Note upon the occurrence of certain events and
for limitations on advances which may be made hereunder. This Note
is a renewal, extension, substitution and replacement of that
certain promissory note dated August 3, 1995, payable by Borrowers
to the order of BANK IV Oklahoma, N.A. in the original principal
amount of $25,000,000. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Loan
Agreement.
This Note shall be governed by and construed in accordance
with the laws of the State of Oklahoma. Borrowers agree that all
suits or proceedings arising from or related to this Note or the
Loan Agreement may be litigated in courts, state or federal,
sitting in the State of Oklahoma. In furtherance of this provi-
sion, Borrowers hereby waive any objection to such venue.
3
Notwithstanding the single execution of this Note by the
President of each of the Borrowers, each of the Borrowers is
jointly and severally bound by the terms of this Note.
"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___________________________________
Xxxx X. Xxxxxx, President of UNIT
CORPORATION, UNIT DRILLING AND
EXPLORATION COMPANY, MOUNTAIN FRONT
PIPELINE COMPANY, INC., UNIT XXXXX-
XXXX COMPANY, UNIT DRILLING COMPA-
NY, PETROLEUM SUPPLY COMPANY
Due: August 1, 2003
(subject to conversion
to Term Loan payout on
August 1, 1999 per
Loan Agreement)
719303.057
4
EXHIBIT "A-4"
PROMISSORY NOTE
$1,500,000 September 4, 1996
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, UNIT CORPORATION, a
Delaware corporation, UNIT DRILLING AND EXPLORATION COMPANY, a
Delaware corporation, MOUNTAIN FRONT PIPELINE COMPANY, INC., an
Oklahoma corporation, UNIT DRILLING COMPANY, an Oklahoma corpora-
tion, UNIT PETROLEUM COMPANY (formerly Sunshine Development Corpor-
ation), an Oklahoma corporation and PETROLEUM SUPPLY COMPANY, an
Oklahoma corporation (individually and collectively the "Borrow-
ers"), jointly and severally promise to pay to the order of
AMERICAN NATIONAL BANK AND TRUST COMPANY OF SHAWNEE ("ANB"), with
interest, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND
and no/100ths DOLLARS ($1,500,000) or, if less, the aggregate
principal amount of all advances made by ANB to Borrowers pursuant
to the Loan Agreement dated as of August 3, 1995 among Borrowers,
ANB, Bank of Oklahoma, National Association ("BOK"), The First
National Bank of Boston and BANK IV Oklahoma, N.A. (collectively
the "Banks"), with BOK as Agent, as amended by that First Amendment
to Loan Agreement among Borrowers, the Banks and BOK as Agent (the
Loan Agreement, as amended, referred to as the "Loan Agreement"),
which are outstanding as of August 31, 1999 (the "Commitment
Termination Date"). Such outstanding principal shall be payable in
forty-eight (48) consecutive monthly installments commencing
September 1, 1999, and continuing on the first (1st) day of each
month thereafter through August 1, 2003 ("Maturity"). Each of the
first forty-seven (47) of such principal installments shall be in
the amount derived by dividing the principal amount hereof
outstanding on the Commitment Termination Date by forty-eight (48).
The forty-eighth (48th) and final installment shall be in the
amount of the remaining principal balance of this Note at Maturity
plus all accrued but unpaid interest hereon.
Except as hereinafter provided in connection with a default,
interest shall accrue on the outstanding principal balance hereof
and on any past due interest through Maturity at the rate or rates
per annum determined pursuant to the Loan Agreement, payable as
provided therein, and shall be calculated as provided in the Loan
Agreement.
The rate of interest payable upon the indebtedness evidenced
by this Note shall not at any time exceed the maximum rate of
interest permitted under the laws of the State of Oklahoma or
federal laws to the extent they apply for loans of the type and
character evidenced by this Note.
All payments under this Note shall be made in legal tender of
the United States of America or in other immediately available
funds at the offices of the Agent at Bank of Oklahoma Tower, 0 Xxxx
0xx Xxxxxx, Xxxxx, Xxxxxxxx 00000, and no credit shall be given for
any payment received by check, draft or other instrument or item
until such time as the Agent or the holder hereof shall have
received credit therefor from the Agent's or the holder's collect-
ing agent or, in the event no collecting agent is used, from the
bank or other financial institution upon which said check, draft or
other instrument or item is drawn. If any payment is due upon a
Saturday or Sunday or upon any other day on which state or national
banks in the State of Oklahoma are closed for business by virtue of
a legal holiday for such banks, such payment shall be due and
payable on the next succeeding Business Day, and interest shall
accrue to such day.
Prior to the Commitment Termination Date, the Borrowers may
borrow, repay and reborrow hereunder at any time and from time to
time as provided in the Loan Agreement. From and after the
Commitment Termination Date, the Borrowers may prepay this Note in
whole or in part, subject to the prepayment limitations contained
in the Loan Agreement; provided, however, that any partial
prepayment shall be applied first to accrued interest, then to
unpaid principal installments in the inverse order of maturity.
From time to time the Borrowers and the Banks may agree to
extend the maturity date of this Note or to renew this Note, in
whole or in part, or a new note of different form may be substitut-
ed for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the
holder, from time to time, may waive or surrender, either in whole
or in part, any rights, guarantees, security interests, or liens
given for the benefit of the holder in connection with the payment
and the securing the payment of this Note; but no such occurrences
shall in any manner affect, limit, modify or otherwise impair any
rights, guarantees or security of the holder not specifically
waived, released or surrendered in writing, nor shall the Borrowers
or any guarantor, endorser or any other person who is or might be
liable hereon, either primarily or contingently, be released from
such liability by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to
release any person who might be liable hereon; and such release
shall not affect or discharge the liability of any other person who
is or might be liable hereon.
If any payment required by this Note to be made is not made
within ten (10) Business Days after the same shall become due and
payable, or if any default occurs under the Loan Agreement, the
Security Agreement or under the provisions of any mortgage, deed of
trust, security agreement, assignment, pledge or other document or
agreement which provides security for the indebtedness evidenced by
this Note, the holder hereof may, at its option, without notice or
demand, declare this Note in default and all indebtedness due and
owing hereunder immediately due and payable. In the event of a
default the entire unpaid balance shall be immediately due and
payable, together with any past due interest at the rate of five
2
percentage points (5%) per annum above the Applicable Prime Rate
("Default Rate"). The Borrowers and all endorsers, guarantors and
sureties hereby severally waive protest, presentment, demand, and
notice of protest and nonpayment in case this Note or any payment
due hereunder is not paid when due; and they agree to any renewal
of this Note or to any extension, acceleration or postponement of
the time of payment, or any other indulgence, to any substituting,
exchange or release of collateral and to the release of any party
or person primarily or contingently liable hereon without prejudice
to the holder and without notice to the Borrowers or any endorser,
guarantor or surety. In the event of any controversy, claim or
dispute between the parties affecting or relating to the subject
matter or performance of this Note, the prevailing party shall be
entitled to recover from the non-prevailing party all of its
reasonable costs, expenses, including reasonable attorneys' and
accountants' fees. In the event the Agent or ANB is the prevailing
party, the Borrowers, and any guarantor, endorser, surety or any
other person who is or may become liable hereon, will, on demand,
pay all such costs and expenses.
Upon the occurrence of any default hereunder, ANB shall have
the right, immediately and without further action by it, to set off
against this Note all money owed by ANB in any capacity, to each or
any of the Borrowers, guarantor, endorser or any other person who
is or might be liable for payment hereof, whether or not due, and
also to set off against all other liabilities of each of the
Borrowers to ANB all money owed by ANB in any capacity to each or
any of the Borrowers; and ANB shall be deemed to have exercised
such right of setoff and to have made a charge against such money
immediately upon the occurrence of such default even though such
charge is made or entered into the books of ANB subsequently
thereto.
This Note is issued pursuant to and subject to the terms of
the Loan Agreement and is secured by the Collateral described in
the Loan Agreement, which provides, among other things, for
prepayment of this Note upon the occurrence of certain events and
for limitations on advances which may be made hereunder. This Note
is a renewal, extension, substitution and replacement of that
certain promissory note dated August 3, 1995, payable by Borrowers
to the order of ANB in the original principal amount of $1,500,000.
Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Loan Agreement.
This Note shall be governed by and construed in accordance
with the laws of the State of Oklahoma. Borrowers agree that all
suits or proceedings arising from or related to this Note or the
Loan Agreement may be litigated in courts, state or federal,
sitting in the State of Oklahoma. In furtherance of this provi-
sion, Borrowers hereby waive any objection to such venue.
3
Notwithstanding the single execution of this Note by the
President of each of the Borrowers, each of the Borrowers is
jointly and severally bound by the terms of this Note.
"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___________________________________
Xxxx X. Xxxxxx, President of UNIT
CORPORATION, UNIT DRILLING AND
EXPLORATION COMPANY, MOUNTAIN FRONT
PIPELINE COMPANY, INC., UNIT XXXXX-
XXXX COMPANY, UNIT DRILLING COMPA-
NY, PETROLEUM SUPPLY COMPANY
Due: August 1, 2003
(subject to conversion
to Term Loan payout on
August 1, 1999 per
Loan Agreement)
719303.058
4
