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):
January 25, 2007
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
|
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.
Fourth
Amendment to Credit Agreement
Effective
January 25, 2007, the Company (including certain of its subsidiaries) and
its
Lenders entered into a Fourth Amendment to its existing Credit Agreement.
In
general, this amendment modifies the existing Credit Agreement by extending
the
facility termination date from January 31, 2008 to May 31, 2008.
The
foregoing description of the Fourth Amendment to Credit Agreement does not
purport to be complete and is qualified in its entirety by reference to the
attached copy of the Fourth 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
Fourth 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.
|
10.1
|
Fourth
Amendment to Credit Agreement dated Januray 25, 2007
|
|
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.
|
Unit
Corporation
|
|||
|
Date:
January 26, 2007
|
By:
|
/s/
Mark E. Schell
|
|
|
Mark
E. Schell
Senior
Vice President
and
General Counsel
|
|||
1
EXHIBIT
INDEX
Exhibit
No. Description.
|
10.1
|
Fourth
Amendment to Credit Agreement dated January 25, 2007
|
|
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
-2-
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
-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
Bank of Oklahoma Tower
One Williams Center
Tulsa, Oklahoma 74192
Telephone: (918) 588-6012
Facsimile: (918) 588-6880
-4-
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
-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
4400 Bank of America Center
Houston, Texas 77002
Telephone: (713) 546-9761
Facsimile: (713) 223-4007
-6-
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
-7-
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
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
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 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.
3
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
(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, and 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 B of A, Bank of Oklahoma,
National
Association, BMO Capital Markets Financing, Inc., formerly Harris Nesbitt
Financing, Inc., and Compass Bank (collectively the "Lenders"), with Bank
of
Oklahoma, National Association, 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 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
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
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 extension of that certain promissory note dated as of
October
10, 2006, payable by the Borrowers to the order of B of A in the original
principal amount of $76,065,000.00.
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.
3
PROMISSORY
NOTE
(BMO
Capital Markets Financing, Inc.)
$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 BMO
CAPITAL
MARKETS FINANCING, INC formerly Harris Nesbitt Financing, Inc. ("BMO"),
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 BMO 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
this Fourth Amendment thereto dated as of January 25, 2007, among Borrowers,
and
BMO, Bank of Oklahoma, National Association, Bank of America, N.A., and
Compass
Bank (collectively the "Lenders"), with Bank of Oklahoma, National Association,
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 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
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
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 extension of that certain promissory note from the Borrowers
payable to the order BMO dated as of October 10, 2006, in the original
principal
amount of $76,065,000.00.
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 COPANY,
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
PROMISSORY
NOTE
(Compass
Bank)
$40,958,500.00
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 DRILING, L.L.C.,
an
Oklahoma limited liability company (individually and collectively the
"Borrowers"), jointly and severally promise to pay to the order of COMPASS
BANK
("Compass"), with interest, the principal sum of FORTY MILLION NINE HUNDRED
FIFTY EIGHT THOUSAND FIVE HUNDRED and NO/100ths DOLLARS ($40,958,500.00)
or, if
less, the aggregate principal amount of all advances outstanding from time
to
time hereunder, made by Compass 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, and 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 Compass, Bank of Oklahoma,
National
Association, Bank of America, N.A., and BMO Capital Markets Financing,
Inc.,
formerly Harris Nesbitt Financing, Inc. (collectively the "Lenders"), with
Bank
of Oklahoma, National Association, 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
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
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 extension of that certain promissory note dated as of
October
10, 2006, payable by the Borrowers to the order of Compass in the original
principal amount of $40,958,500.00.
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.
3