UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 10, 2006
Unit
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9260
|
73-1283193
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
7130
South Lewis, Suite 1000, Tulsa, Oklahoma
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74136
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918)
493-7700
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
___
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
___
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
___
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR
240.14d-2(b))
___
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
Section
1 - Registrant's
Business and Operations.
Item
1.01 Entry
into a Material Definitive Agreement.
Third
Amendment to Credit Agreement
Effective
October 10, 2006, the Company (including certain of its subsidiaries) and
its
Lenders entered into a Third Amendment to its existing Credit Agreement.
In
general, this amendment modifies the existing Credit Agreement by (i) amending
each of the Lenders' Aggregate Commitment and the Maximum Credit Amount
from
$235,000,000 to the maximum principal amount $275,000,000 and (ii) increasing
the Borrowing Base from $300,000,000 to $375,000,000 until the next scheduled
Determination Date. A loan facility fee of $60,000 was incurred with the
execution of this amendment.
The
foregoing description of the Third Amendment to Credit Agreement does not
purport to be complete and is qualified in its entirety by reference to
the
attached copy of the Third Amendment to Credit Agreement, which is incorporated
by reference into this item 1.01. Capitalized terms used and not otherwise
defined herein have the meanings given them in the Credit Agreement and the
Third Amendment to Credit Agreement.
Section
9 - Financial Statements and Exhibits.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial
Statements of Businesses Acquired.
Not
Applicable.
(b)
Pro
Forma Financial Information.
Not
Applicable.
(c)
Exhibits.
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10.1
|
Third
Amendment to Credit Agreement dated October 10, 2006
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Unit
Corporation
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|||
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Date:
October 10, 2006
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By:
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/s/
Mark E. Schell
|
|
|
Mark
E. Schell
Senior
Vice President
and
General Counsel
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|||
1
EXHIBIT
INDEX
Exhibit
No. Description.
|
10.1
|
Third
Amendment to Credit Agreement dated October 10, 2006
|
|
THIRD
AMENDMENT TO
CREDIT
AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT, dated effective as of October 10, 2006
(the
"Third 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, and as further amended by the Second Amendment thereto dated as of
November 4, 2005, between and among the Borrowers (other than Unit Texas),
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 (including Unit Texas) have requested the Lenders' to severally
increase their respective Commitments such that each of the Aggregate Commitment
and the Maximum Credit Amount will be increased to the maximum principal
amount
of $275,000,000.
C. The
Lenders are willing to so modify and amend the Existing Credit Agreement
by
increasing each of the Aggregate Commitment and the Maximum Credit Amount
to the
maximum principal amount of $275,000,000 until the Facility Termination Date,
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 set forth in
the
Existing Credit Agreement and as hereinafter set forth, the Lenders are willing
to increase each of the Aggregate Commitment and the Maximum Credit Amount
to
$275,000,000 until the Facility Termination Date, 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. Schedule
2 annexed to the Existing Credit Agreement is deleted and replaced in its
entirety by revised Schedule 2 annexed hereto and made a part hereof. The
definition of "Borrowers" in the Existing Credit Agreement is amended to
include
Unit Texas.
2. References
in Section 2.5.2 of the Existing Credit Agreement and elsewhere therein to
an
Aggregate Commitment and a Maximum Credit Amount of "$235,000,000" are deleted
and inserted in lieu thereof are references to the Aggregate Commitment and
the
Maximum Credit Amount of "$275,000,000."
3. The
reference in Section 2.6.1 of the Existing Credit Agreement to a Borrowing
Base
of "$300,000,000" is deleted and replaced with a reference to the Borrowing
Base
of "$375,000,000" until the next scheduled Determination Date thereof.
4. The
Borrowers, the Lenders and the Agent agree, stipulate and confirm that (i)
the
Borrowing Base amount is $375,000,000 until the next scheduled Determination
Date and (ii) each of the Aggregate Commitment and the Maximum Credit Amount
is
set at $275,000,000, respectively, as of the effective date of this Third
Amendment.
5. 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 Third 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. Unit Texas Drilling, L.L.C., an Oklahoma limited liability company
("Unit Texas"), is the only Material Subsidiary of Borrowers as of the effective
date of this Third Amendment.
6. 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 Third Amendment:
a. this
Third 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;
c. payment
of the fully earned and non-refundable loan facility fee of 15 basis points
(0.15%) on the $40,000,000 increase in the Aggregate Commitment and Maximum
Credit Amount ($60,000) above $235,000,000 to be allocated pro rata among
the
Lenders in accordance with each Lender's percentage of the $40,000,000 increase
in the Aggregate Commitment and the Maximum Credit Amount above $235,000,000,
respectively; and
d. corporate
incumbency and no default certificates from each of the Borrowers, with
resolutions attached, in form, scope and content acceptable to the Agent.
2
7. 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 Third
Amendment.
8. Any
capitalized term used herein but not otherwise defined shall have the meaning
given to such term in the Existing Credit Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Third 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,
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|
UNIT
PETROLEUM COMPANY,
an Oklahoma
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|
corporation,
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UNIT
DRILLING COMPANY,
an Oklahoma
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|
corporation,
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|
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,
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UNIT
PETROLEUM COMPANY,
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UNIT
DRILLING COMPANY,
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|
PETROLEUM
SUPPLY COMPANY,
|
|
UNIT
ENERGY CANADA INC.,
|
|
as
Manager of UNIT TEXAS DRILLING,
|
|
L.L.C.,
and SUPERIOR PIPELINE
|
|
COMPANY,
L.L.C.
|
|
7130
South Lewis Avenue, Suite 1000
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|
Tulsa,
Oklahoma 74136
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|
Attention:
Larry Pinkston
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|
Telephone:
(918) 493-7700
|
|
Facsimile:
(918) 493-7711
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3
| 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
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|
Bank
of Oklahoma Tower
|
|
One
Williams Center
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|
Tulsa,
Oklahoma 74192
|
|
Telephone:
(918) 588-6012
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|
Facsimile:
(918)
588-6880
|
4
| BANK OF AMERICA, N.A., a Lender |
|
By
/s/ Gregory B. Hanson
|
|
Gregory
B. Hanson
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|
Vice
President
|
|
100
Federal Street
|
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Boston,
MA 02110
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|
Telephone:
(617) 434-6613
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|
Facsimile:
(617) 434-3652
|
5
| 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
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|
4400
Bank of America Center
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Houston,
Texas 77002
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|
Telephone:
(713) 546-9761
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|
Facsimile:
(713) 223-4007
|
6
| COMPASS BANK, a Lender |
| By /s/ Kathleen J. Bowen |
|
Kathleen
J. Bowen
|
|
Senior
Vice President
|
|
24
Greenway Plaza
|
|
14th
Floor
|
|
Houston,
Texas 77046
|
|
Telephone:
(713) 968-8273
|
|
Facsimile:
(713) 968-8292
|
7
SCHEDULE
2
LENDERS
SCHEDULE
|
Lender
|
Maximum
Credit Amount
|
%
of Maximum Credit Amount
|
|
Bank
of Oklahoma, N. A.
|
$81,911,500.00
|
29.786%
|
|
Bank
of America, N. A.
|
$76,065,000.00
|
27.660%
|
|
BMO
|
$76,065,000.00
|
27.660%
|
|
Compass
Bank
|
$40,958,500.00
|
14.894%
|
|
TOTAL
MAXIMUM CREDIT AMOUNT
|
$275,000,000.00
|
100.00%
|
EXHIBIT
A
Form
of
PROMISSORY
NOTE
| $________________ |
October
10, 2006
|
|
Tulsa,
Oklahoma
|
FOR
VALUE
RECEIVED, the undersigned, UNIT CORPORATION, a Delaware corporation, SUPERIOR
PIPELINE COMPANY, L.L.C., an Oklahoma limited liability company, UNIT DRILLING
COMPANY, an Oklahoma corpora-tion, UNIT PETROLEUM COMPANY, an Oklahoma
corporation, PETROLEUM SUPPLY COMPANY, an Okla-homa corporation, UNIT ENERGY
CANADA INC., an Alberta, Canada corporation, and UNIT TEXAS DRILLING, L.L.C.,
an
Oklahoma limited liability company (individually and collectively the
"Borrow-ers"), jointly and severally promise to pay to the order of [insert
name
of Lender], with interest, the principal sum of _______
MILLION and NO/100ths DOLLARS ($__,000,000.00)
or, if
less, the aggregate principal amount of all advances outstanding from time
to
time hereunder, made by _________ 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, and as further amended by the Third Amendment thereto dated as of
October
10, 2006, among Borrowers, and Bank of Oklahoma, National Association ("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 and by the Second Amendment,
respectively, and as hereafter amended, modified, supplemented or restated
from
time to time collectively referred to as the "Credit Agree-ment"). Capital-ized
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
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 BANK 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.
2
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 modification of that certain promissory note dated as
of
November 1, 2005, payable by the Borrowers (other than Unit Texas Drillling,
L.L.C.) to the order of [insert name of Lender] in the original principal
amount
of $_________.
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 provi-sion, 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_____________________________________ |
|
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.
|
3