Amendment Contract Clauses (38,020)

Amendment. No amendment, modification, rescission, waiver or release of any provision of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto.

Amendment. This Agreement may only be amended pursuant to a written agreement executed by SRS and the Company, subject to Section 1(i).

Amendment. No amendment or modification to the Stockholders Agreement that adversely affects the Manager Groups shall be effective against the Manager Groups unless the Managers who are officers of the Company or its subsidiaries with a title of, and more senior to, Senior Vice President (the "Senior Managers"), consent to such amendment or modification in writing ("Senior Manager Consent"), provided, that such consent will be effective at such time as the Senior Managers then holding a majority of Shares... held by all Senior Managers provide such consent, provided, further, that all outstanding vested Options of the Senior Managers shall be included as Shares for the purposes of the foregoing calculation. Notwithstanding anything to the contrary in this letter agreement, any amendment of the Stockholders Agreement that (i) does not affect your rights and obligations under the Stockholders Agreement (and this letter agreement) in a manner that is materially more adverse than the effect on the Senior Managers, as a whole, and (ii) is approved in accordance with this paragraph 9, will (to the extent of any inconsistency between such amendment and this letter agreement) amend and supersede this letter agreement. View More

Amendment. Section 5.6. of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor: "SECTION 5.6. LOANS AND ADVANCES. With respect to Borrower and the other Obligors on a combined basis, make any loans or advances to or investments in any person or entity, except for (i) loans and advances to or in one or more persons or entities, which are considered employees or independent contractors up to an aggregate amount not to exceed $120,000,000 outstanding at any one time... (in addition to acquisitions allowed under Section 5.4 above and any obligations listed on Schedule 5.2 attached hereto) so long as all of the of the following conditions are satisfied: (x) both before and after any such loan or advance Borrower has Unencumbered Liquid Assets plus availability under the Line of Credit of not less than $30,000,000, (y) there exists no Event of Default, nor any act, condition or event which with the giving of notice or the passage of time or both would constitute an Event of Default, and no such Event of Default or potential Event of Default results after giving effect to the loan or advance, and (z) Total Funded Debt to EBITDA on a Pro Forma Basis will not exceed 1.5:1.0, (ii) loans, advances and investments to or in non-Obligor entities that are organized outside the United States up to an aggregate amount not to exceed $35,000,000 outstanding at any one time, and (iii) investments in marketable securities pursuant to Borrower's investment policy as approved by its Board of Directors from time to time." 2. Affirmation. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. View More

Amendment. The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 23, 2020.

Amendment. The Board of Directors may from time to time amend, alter, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without approval of the stockholders of the Corporation, alter the provisions of the Plan so as to (a) materially increase the benefits accruing to participants under the Plan; (b) materially increase the number of securities which may be issued under the Plan; (c)... materially modify the requirements as to eligibility for participation in the Plan; or (d) decrease the Option Exercise Price of any option exercise agreements, by cancellation and substitution of options or otherwise; and provided, further, that no amendment may, without the consent of the Optionee, affect any then outstanding Stock Options or unexercised portions thereof. In addition, the approval of the Corporation's stockholders shall be sought for any amendment to the Plan or a Stock Option for which the Committee deems stockholder approval necessary in order to comply with Rule 16b-3." 5 EX-10.9 4 banf-ex109_11.htm EX-10.9 banf-ex109_11.htm Exhibit 10.9 FIFTEENTH AMENDED AND RESTATED BANCFIRST CORPORATION STOCK OPTION PLAN 1. PURPOSE. This Fifteenth Amended and Restated BancFirst Corporation Stock Option Plan ("the Plan") incorporates the amendments to the Fourteenth Amended and Restated BancFirst Corporation Stock Option Plan adopted by the stockholders of BancFirst Corporation (the "Corporation") on May 23, 2019. The Plan is intended as an incentive and to encourage stock ownership by certain key employees and officers of the Corporation in order to increase their proprietary interest in the Corporation's success. The Plan is intended to comply with Section 409A of the United States Tax Code. View More

Amendment. This Agreement may be modified, amended, or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.

Amendment. This Release Agreement may not be modified except by a writing signed by each of the parties hereto, or their duly authorized representative.

Amendment. (a) New Definitions. Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions in appropriate alphabetical order: ""Second Amendment" means the Second Amendment to Financing Agreement, dated as of February 13, 2019, by and among the Agents, the Lenders party thereto and the Loan Parties." ""Second Amendment Effective Date" means the date on which each of the conditions precedent set forth in Section 5 of the Second Amendment have been either satisfied or... waived." (b) Existing Definitions. (i) The definition of "Applicable Premium" in Section 1.01 of the Financing Agreement is hereby amended and restated its entirety to read as follows: ""Applicable Premium" means, as of the date of the occurrence of an Applicable Premium Trigger Event: (a) during the period of time from and after the Effective Date up to and including December 31, 2019, an amount equal to the Make-Whole Amount; and (b) thereafter, zero." (ii) The definition of "Make-Whole Amount" in Section 1.01 of the Financing Agreement is hereby amended and restated its entirety to read as follows: ""Make-Whole Amount" means, as of any date of determination, an amount equal to the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the aggregate principal amount of the Term Loan paid on such date (or in the case of an Applicable Premium Trigger Event specified in clauses (b), (c), (d) or (e) of the definition thereof, the principal amount of the Term Loan outstanding on such date and the aggregate amount of the Unused Line Fee (assuming for purposes of calculating the Unused Line Fee that the Total Delayed Draw Term Loan Commitment is equal to the amount of the Total Delayed Draw Term Loan Commitment immediately prior to the occurrence of the Applicable Premium Trigger Event) which would have otherwise accrued) from the date of the occurrence of the Applicable Premium Trigger Event until December 31, 2019." (c) Fees. Section 2.06 of the Financing Agreement is hereby amended by adding the following new clauses (e) and (f) therein to read as follows: "(e) Second Amendment Fee. In connection with the consummation of the Second Amendment, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, an amendment fee in the amount of $580,951, which amendment fee shall be fully earned on the Second Amendment Effective Date and due and payable in immediately available funds on or before May 13, 2019. (f) Lender Exit Fee. On the earliest of (w) the Final Maturity Date, (x) the Termination Date, (y) the acceleration of the Obligations for any reason, including, without limitation, acceleration in accordance with Section 9.01 of the Financing Agreement, including as a result of the commencement of an Insolvency Proceeding and (z) the date of any refinancing of the Term Loan under the Financing Agreement, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, a non-refundable exit fee (the "Lender Exit Fee") in immediately available funds equal to 1.00% of the principal amount of the Term Loans made under the Financing Agreement, which Lender Exit Fee shall be deemed to be fully earned on the Second Amendment Effective Date." 3. Waiver. (a) Pursuant to the request by the Loan Parties, but subject to satisfaction of the conditions set forth in Section 5 hereof, and in reliance upon (A) the representations and warranties of Loan Parties set forth herein and in the Financing Agreement and (B) the agreements of the Loan Parties set forth herein, the Required Lenders hereby (i) waive any Event of Default that has or would otherwise arise under Section 9.01(c) of the Financing Agreement solely by reason of the Loan Parties failing to comply with the Fixed Charge Coverage Ratio covenant in Section 7.03(b) of the Financing Agreement for the period ending December 31, 2018. (b) The waiver in this Section 3 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect. View More

Amendment. Section 2 of the Agreement is hereby amended with the following: Subject to the terms hereof the term of this agreement, Executive's employment under this Agreement shall commence on January 1, 2018 (the "Effective Date") and shall continue until May 31, 2022 (the "Term") unless earlier terminated pursuant to the provisions hereof.