FOURTH AMENDMENT TO
CREDIT AGREEMENT
THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated effective as of
January 25, 2007 (the "Fourth Amendment"), is made and entered
into between and among UNIT CORPORATION, SUPERIOR PIPELINE
COMPANY, L.L.C., UNIT DRILLING COMPANY, UNIT PETROLEUM
COMPANY, PETROLEUM SUPPLY COMPANY, UNIT ENERGY CANADA, INC.
and UNIT TEXAS DRILLING, L.L.C. (collectively, the
"Borrowers"), BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("BOk"),
BANK OF AMERICA ("B of A"), BMO CAPITAL MARKETS FINANCING,
INC., formerly Harris Nesbitt Financing, Inc. ("BMO"), and
COMPASS BANK ("Compass") (individually a "Lender" and
collectively, the "Lenders") and BANK OF OKLAHOMA, NATIONAL
ASSOCIATION, as agent for the Lenders now or hereafter
signatory parties thereto (the "Agent").
RECITALS:
A.
The
Borrowers (other than Unit Texas Drilling, L.L.C. ("Unit
Texas")), the Lenders and the Agent entered into that certain
Credit Agreement dated as of January 30, 2004, as amended by
the First Amendment thereto dated effective as of June 1,
2005, as further amended by the Second Amendment thereto dated
as of November 4, 2005, between and among the Borrowers (other
than Unit Texas), and as further amended by the Third
Amendment thereto dated as of October 10, 2006, between and
among the Borrowers, the Lenders and the Agent (collectively,
the "Existing Credit Agreement"), pursuant to which the
Lenders severally established certain Commitments set forth on
the Lenders Schedule annexed thereto as Schedule 2 until the
Facility Termination Date, subject to the Maximum Credit
Amount and the Borrowing Base.
B.
The
Borrowers have requested the Lenders' to extend the Facility
Termination Date from January 31, 2008, to May 31,
2008.
C.
The
Lenders are willing to so extend the existing Facility
Termination Date (January 31, 2008) for the Existing Credit
Agreement until an extended Facility Termination Date of May
31, 2008, subject to the terms, provisions, conditions and
limitations set forth in the Existing Credit Agreement and as
hereinafter set forth.
THEREFORE,
subject to the terms, provisions, conditions and limitations
hereinafter set forth, the Lenders are willing to extend the
Facility Termination Date from January 31, 2008, to May 31,
2008, all subject to the terms, provisions, conditions and
limitations hereof and of the Existing Credit
Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable
consideration, receipt of which is acknowledged by the parties
hereto, the parties agree as follows:
1.
The
definition of "Facility Termination Date" in the Existing
Credit Agreement is amended by deleting the reference therein
to "the date which is four (4) years from the date of this
Agreement" and substituting in lieu thereof the date "May 31,
2008".
2.
The
remaining terms, provisions and conditions set forth in the
Existing Credit Agreement (including without limitation, the
consents, waivers and other provisions of Article XVII
thereof) shall remain in full force and effect and are
incorporated and adopted herein by reference. The Borrowers
restate, confirm and ratify the warranties, covenants and
representations set forth therein and further represent to the
Lenders and the Agent that, as of the date hereof, no uncured
Default or Event of Default exists under the Existing Credit
Agreement, as amended by this Fourth Amendment (collectively,
the "Credit Agreement"). The Borrowers further confirm, grant
and re-grant, pledge and re-pledge to the Agent for the
ratable benefit of the Lenders a continuing and continuous,
first and prior mortgage lien against, security interest in
and collateral pledge in the Collateral more particularly
described in Article IX of the Existing Credit
Agreement.
3.
The
Borrowers shall execute and deliver, or cause to be executed
and delivered to the Agent for the benefit of the Lenders,
each of the following as express conditions precedent to the
effectiveness of the amendments and modifications contemplated
by this Fourth Amendment:
a.
this
Fourth Amendment;
b.
the
replacement Notes in favor of and payable to the order of the
respective Lenders in the respective original face principal
amounts as set forth in Schedule 2 annexed hereto;
and
c.
corporate
incumbency and no default certificates from each of the
Borrowers, with resolutions attached, in form, scope and
content acceptable to the Agent.
4.
The
Borrowers agree to pay to the Agent on demand all costs, fees
and expenses (including without limitation) reasonable
attorneys fees and legal expenses incurred or accrued by the
Agent in connection with the preparation, negotiation,
execution, closing, delivery, and administration of this
Fourth Amendment.
5.
Any
capitalized term used herein but not otherwise defined shall
have the meaning given to such term in the Existing Credit
Agreement.
SEE NEXT PAGE FOR SIGNATURES
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered in Tulsa,
Oklahoma, effective as of the day and year first above
written.
UNIT CORPORATION ,
a Delaware corporation,
SUPERIOR PIPELINE COMPANY, L.L.C. ,
an
Oklahoma limited liability company,
UNIT PETROLEUM COMPANY ,
an Oklahoma
corporation,
UNIT DRILLING COMPANY ,
an Oklahoma
corporation,
PETROLEUM SUPPLY COMPANY ,
an
Oklahoma
corporation,
UNIT ENERGY CANADA INC. ,
an Alberta,
Canada
corporation, and
UNIT TEXAS DRILLING, L.L.C. ,
an Oklahoma
limited
liability company
By
/s/ Larry D.
Pinkston
Larry D. Pinkston, President of each of
UNIT CORPORATION,
UNIT PETROLEUM COMPANY,
UNIT DRILLING COMPANY,
PETROLEUM SUPPLY COMPANY,
UNIT ENERGY CANADA INC.,
as Manager of UNIT TEXAS DRILLING,
L.L.C.,
and SUPERIOR PIPELINE
COMPANY, L.L.C.
7130 Sourth Lewis Avenue, Suite 1000
Tulsa, Oklahoma 74136
Attention: Larry Pinkston
Telephone: (918) 493-7700
Facsimile: (918) 493-7711
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION ,
in its individual corporate
capacity
as a Lender, as LC Issuer and as
Administrative
Agent for the Lenders
By
/s/ Pam
Schloeder
Pam Schloeder
Senior Vice President
101 East Second Street
Bank of Oklahoma Tower
One Williams Center
Tulsa, Oklahoma 74192
Telephone: (918) 588-6012
Facsimile: (918) 588-6880
BANK OF AMERICA, N.A. ,
a Lender
By
/s/ Christen A.
Lacey
Christen A. Lacey
Principal
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-6816
Facsimile: (617) 434-3652
BMO CAPITAL MARKETS FINANCING,
INC., formerly
Harris
Nesbitt Financing, Inc.
,
a
Lender
By
/s/ Mary Lou
Allen
Mary Lou Allen,
Vice President
Bank of Montreal
Houston Agency
700 Louisiana Street
4400 Bank of America Center
Houston, Texas 77002
Telephone: (713) 546-9761
Facsimile: (713) 223-4007
COMPASS BANK ,
a Lender
By
/s/ Kathleen J.
Bowen
Kathleen J. Bowen
Senior Vice President
24 Greenway Plaza
Suite 1400A
Houston, Texas 77046
Telephone: (713) 968-8273
Facsimile: (713) 968-8292
PROMISSORY NOTE
(Bank
of Oklahoma, National Association)
$81,911,500.00
January
25, 2007
Tulsa,
Oklahoma
FOR
VALUE RECEIVED, the undersigned, UNIT CORPORATION, a Delaware
corporation, SUPERIOR PIPELINE COMPANY, L.L.C., an Oklahoma
limited liability company, UNIT DRILLING COMPANY, an Oklahoma
corporation, UNIT PETROLEUM COMPANY, an Oklahoma corporation,
PETROLEUM SUPPLY COMPANY, an Oklahoma corporation, UNIT ENERGY
CANADA INC., an Alberta, Canada corporation, and UNIT TEXAS
DRILLING, L.L.C., an Oklahoma limited liability company
(individually and collectively the "Borrowers"), jointly and
severally promise to pay to the order of BANK OF OKLAHOMA,
NATIONAL ASSOCIATION ("BOk"), with interest, the principal sum
of EIGHTY ONE MILLION NINE HUNDRED ELEVEN THOUSAND FIVE
HUNDRED and NO/100ths DOLLARS ($81,911,500.00) or, if less,
the aggregate principal amount of all advances outstanding
from time to time hereunder, made by BOk to Borrowers pursuant
to the Credit Agreement (hereinafter defined) and unless
otherwise provided in the Credit Agreement, the principal
balance of this Note outstanding on the Facility Termination
Date, with interest payments due on each applicable Payment
Date. This Note is issued pursuant to and subject to the terms
of a certain Credit Agreement dated as of January 30, 2004, as
amended by the First Amendment thereto dated as of June 1,
2005, as further amended by the Second Amendment thereto dated
as of November 4, 2005, as further amended by the Third
Amendment thereto dated as of October 10, 2006, and as further
amended by the Fourth Amendment thereto dated as of January
25, 2007, among Borrowers, and BOk, Bank of America, N.A., BMO
Capital Markets Financing, Inc., formerly Harris Nesbitt
Financing, Inc., and Compass Bank (collectively the
"Lenders"), with BOk as the Administrative Agent (in such
capacity, the "Administrative Agent") (such Credit Agreement,
as amended by the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment, respectively, and as
hereafter amended, modified, supplemented or restated from
time to time collectively referred to as the "Credit
Agreement"). Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement.
Except
as hereinafter provided in connection with a Default, interest
shall accrue on the outstanding principal balance hereof and
on any past due interest to the Facility Termination Date at
the rate or rates per annum determined pursuant to the Pricing
Schedule annexed to the Credit Agreement, as provided in and
calculated pursuant to the Credit 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 to 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 Administrative Agent at Bank of
Oklahoma Tower, One Williams Center, Seven East Second Street,
Tulsa, Oklahoma 74172, and no credit shall be given for any
payment received by check, draft or other
instrument
or
item until such time as the Administrative Agent or the holder
hereof shall have received credit therefor from the Administrative
Agent's or the holder's collecting 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.
The
Borrowers may borrow and reborrow hereunder at any time and
from time to time as provided in the Credit Agreement and may
prepay this Note in whole or in part, subject to the
prepayment limitations contained in the Credit Agreement;
provided, however, that any partial prepayment shall be
applied first to accrued interest, then to the unpaid
principal balance hereof.
From
time to time the Borrowers and the Lenders 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 substituted
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.
This
Note is subject to and governed by the terms, provisions,
conditions and limitations of the Credit Agreement concerning,
among other matters, acceleration following a Default,
imposition of default rates of interest during the continuance
of a Default, methods of payment, minimum amounts of each
Advance, selection of the type of Advance and applicable
Interest Period for new Advances, Borrowing Base calculations,
Maximum Credit Amount, Aggregate Commitment amounts, security
interests in Rigs and deposit accounts of the Borrowers with
the Administrative Agent and any of the Lenders, rights of set
off or offset in connection therewith and all other matters
terms, provisions and agreements therein prescribed or
governed.
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 among 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 Administrative 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.
This
Note is secured by the Collateral described in the Credit
Agreement, which provides, among other things, for prepayment
of this Note upon the occurrence of certain events and for
limitations on Advances that may be made hereunder. This Note
is a replacement and extension of that certain promissory note
dated as of October 10, 2006, payable by the Borrowers to the
order of BOk in the original principal amount of
$81,911,500.00.
This
Note is issued by the Borrowers in accordance with the
provisions of Section 2.14(iv) of the Credit Agreement and
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 Credit
Agreement may be litigated in courts, state or federal,
sitting in Tulsa County, State of Oklahoma. In furtherance of
this provision, Borrowers hereby waive any objection to such
venue.
Notwithstanding
the single execution of this Note by the undersigned President
of each of the corporate Borrowers and the manager of the
limited liability companies Borrower, as applicable, each of
the Borrowers is jointly and severally bound by the terms of
this Note.
UNIT CORPORATION ,
a Delaware corporation,
SUPERIOR PIPELINE COMPANY, L.L.C. ,
an
Oklahoma limited liability company,
UNIT PETROLEUM COMPANY ,
an Oklahoma
corporation,
UNIT DRILLING COMPANY ,
an Oklahoma
corporation,
PETROLEUM SUPPLY COMPANY ,
an
Oklahoma
corporation,
UNIT ENERGY CANADA INC. ,
an Alberta,
Canada
corporation, and
UNIT TEXAS DRILLING, L.L.C. ,
an Oklahoma
limited
liability company
By
/s/ Larry D.
Pinkston
Larry D. Pinkston, President of each of
UNIT CORPORATION,
UNIT PETROLEUM COMPANY,
UNIT DRILLING COMPANY,
PETROLEUM SUPPLY COMPANY,
UNIT ENERGY CANADA INC.,
as Manager of UNIT TEXAS DRILLING,
L.L.C., and SUPERIOR PIPELINE
COMPANY,
L.L.C.
PROMISSORY NOTE
(Bank
of America, N.A.)
$76,065,000.00
January
25, 2007
Tulsa,
Oklahoma
FOR
VALUE RECEIVED, the undersigned, UNIT CORPORATION, a Delaware
corporation, SUPERIOR PIPELINE COMPANY, L.L.C., an Oklahoma
limited liability company, UNIT DRILLING COMPANY, an Oklahoma
corporation, UNIT PETROLEUM COMPANY, an Oklahoma corporation,
PETROLEUM SUPPLY COMPANY, an Oklahoma corporation, UNIT ENERGY
CANADA INC., an Alberta, Canada corporation, and UNIT TEXAS
DRILING, L.L.C., an Oklahoma limited liability company
(individually and collectively the "Borrowers"), jointly and
severally promise to pay to the order of BANK OF AMERICA, N.A.
("B of A"), with interest, the principal sum of SEVENTY SIX
MILLION SIXTY-FIVE THOUSAND and NO/100ths DOLLARS
($76,065,000.00) or, if less, the aggregate principal amount
of all advances outstanding from time to time hereunder, made
by B of A to Borrowers pursuant to the Credit Agreement
(herei
