Exhibit 10.2
LOAN AGREEMENT
July 1, 2003
BORROWER NAME AND ADDRESS LENDER NAME AND ADDRESS
Gulfport Energy Corporation Bank of Oklahoma, N.A.
14313 N. May Avenue, Suite 100 201 Robert S. Kerr
Oklahoma City, OK 73134-5038 Oklahoma City, OK 73102
The undersigned Borrower with principal office, place of record keeping and
mailing address as shown above, hereby acknowledges receipt of proceeds, or some
part thereof, of the following described loan(s) and/or extension of credit and
all renewals and/or modifications thereof from the Lender named in this
Agreement may be executed in one or more counterpart and all such counterparts
shall be construed together as the Agreement.
Loan #0001 dated July 1, 2003, in the amount of $2,300,000.00, with a
maturity date of July 1, 2004.
IN CONSIDERATION of Lender making such loan and/or extension of credit, or any
part thereof, Borrower agrees as follows:
A. Financial Information. To deliver to Lender within the stated time limits
the following financial information and income tax returns as of the dates
and for the period indicated;
1. Annual financial statement on Borrower: Gulfport Energy Corporation.
B. Litigation. To inform Lender promptly of any litigation, or of any claim or
controversy which might become the subject of litigation, against Borrower
or affecting any of Borrower's property, if such litigation or potential
litigation, in the event of an unfavorable outcome, would have a material
adverse effect on Borrower's financial condition;
C. Taxes. To pay promptly when due any and all taxes, assessments and
governmental charges against Borrower or against any of Borrower's
property, unless the same is being contested in good faith by appropriate
proceedings and reserves deemed adequate by Lender have been established
therefor;
D. Labor and Material. To pay promptly all lawful claims whether for labor,
materials of otherwise, which might or could, if unpaid, become a lien or
charge on any property or assets of Borrower, unless and to the extent only
that the same are being contested in good faith by appropriate proceedings
and reserves deemed adequate by Lender have been established therefor;
E. Insurance. To maintain with financially sound and reputable insurance
organizations approved by Lender, insurance of the kinds and covering the
risks and in the amounts usually carried by companies engaged in businesses
similar to that of Borrower, which insurance in all events shall be
satisfactory to Lender, and, at Lender's request deliver to Lender evidence
of the maintenance of such insurance;
F. Accounting Records. To maintain adequate records in accordance with
generally accepted accounting practices of all transactions so that at any
time and from time to time the true and complete financial condition of
Borrower may be readily determined; and
1
G. Applicable Law. Any cause of action for a breach of enforcement of, or a
declaratory judgment respecting, this agreement or any agreement related to
the execution and delivery of this agreement shall be commenced and
maintained only in the United States District Court for the Northern
District of Oklahoma or the applicable Oklahoma state trail court sitting
in Tulsa, Oklahoma and having subject matter jurisdiction; provided,
however, any action to foreclose any deed of trust or real estate mortgage
securing finance or repayment shall be brought in any county having
mandatory venue thereof pursuant to the venue statutes of the State of
Oklahoma.
H. Additional Covenants. Borrower warrants and agrees as follows:
1. Any proceeds from the sale of oil/gas properties having an aggregate
selling price in excess of $100,000.00 will be applied to the loan
balance.
2. Borrower will not encumber any oil and gas properties.
3. No material changes in the ownership of Gulfport Energy Corporation
without Lender's consent.
4. Current assets divided by current liabilities, exclusive of
obligations to Lender shall exceed 1.0 at all times. (Ration was 1.78
at 12/31/02).
5. Indebtedness other than trade payables incurred in the ordinary course
of business is limited to $100,000.00
6. Borrower will not redeem any Preferred or Common shares without prior
consent from Lender.
7. The borrower will maintain it's primary depository accounts with
Lender.
SIGNATURES
BORROWER LENDER
Gulfport Energy Corporation Bank of Oklahoma, N.A.
By: /s/Mike Liddell /s/Jeffrey Hall
---------------------------- ------------------------------
Mike Liddell, Jeffrey Hall,
Chief Executive Officer Commercial Banking Officer
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