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Published on 3/25/2009 in the Prospect News Special Situations Daily.

Unit amends rights agreement, exempting George Kaiser Family Foundation

By Lisa Kerner

Charlotte, N.C., March 25 - Unit Corp. entered into the fourth amendment to its rights agreement exempting the George Kaiser Family Foundation from the definition of acquiring person, subject to some conditions, it was reported in a form 8-K filed with the Securities and Exchange Commission on Wednesday.

The foundation is exempt as long as it owns not less than 15% and not more than 25% of Unit's issued and outstanding common shares, the filing said.

In addition, the parties entered into a standstill agreement that restricts the foundation from taking certain actions as long as its ownership interest remains at least 15%.

Those actions include influencing or controlling management, obtaining representation on the company's board of directors, participating in the solicitation of proxies and acquiring more than 25% of Unit's common shares.

The foundation is also required to vote its common shares in accordance with the recommendations of the Tulsa, Okla.-based oil and gas company's board, the filing said.

Unit appointed American Stock Transfer Trust Co., LLC as rights agent under the rights agreement, as amended and restated on May 18, 2005.


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