(71)

 
     “Revolving Maturity Date” shall mean October 31, 2012 or as such date maybe extended from time to time with the consent of Bank.     2. To evidence a continuing obligation to repay the Revolving Note, the Borrower shallexecute and deliver to the Bank a Restated Revolving Note dated as of the date hereof, in the formof Annex 1 hereto attached (the “Restated Note”).     B. REPRESENTATIONS AND WARRANTIES     Borrower hereby represents and warrants to Bank that:     1. This Amendment does, and the Note and other Loan Documents executed in connection herewithwill, upon their creation, issuance, execution and delivery, constitute valid and bindingobligations of Borrower, enforceable in accordance with their respective terms (except thatenforcement may be subject to applicable principles of equity and the effect of any applicablebankruptcy, insolvency, or similar debtor relief laws now or hereafter in effect and relating to oraffecting the enforcement of creditors’ rights generally).     2. All balance sheets, income statements and other financial data which have been or arehereafter furnished to Bank by the Borrower to induce Bank to make or extend the loans hereunderdue, and as to subsequent financial statements will, fairly represent Borrower’s financialcondition as of the dates for which the same are furnished. All such financial statements,reports, papers and other data furnished to Bank are and will be, when furnished, accurate andcorrect in all material respects and complete insofar as completeness may be necessary to give Banka true and accurate knowledge of the subject matter and, since the date of such financialstatements, no material adverse change has occurred in the operations or condition, financial orotherwise, of Borrower.     3. None of the Oil and Gas Properties are subject to any mortgage, deed of trust, pledge,title retention lien or any other lien, encumbrance, grant or security interest except as may havebeen previously disclosed in writing to Bank and approved by Bank and except for Permitted Liens.     4. All of the Borrower’s other representations and warranties set forth in Section 8 of theAgreement, **Representations and Warranties,**are true and correct on and as of the date hereof withthe same effect as though made and repeated by Borrower as of the date hereof.     C. CONDITIONS     Bank’s obligations pursuant to this Amendment are subject to the following conditions:     1. The Bank and Borrower shall have executed and delivered this Amendment.     2. The Borrower shall have executed and delivered the Restated Note.     3. Borrower shall have executed and delivered Security Instruments necessary to attach a Lienon those Oil and Gas Properties described on Annex 2 attached hereto.
(72)

 
     4. Guarantor shall have executed the “Joinder” attached hereto.     5. Borrower shall have executed and delivered to Bank any amendments to the other LoanDocuments (other than the Agreement) requested by Bank.     6. Borrower shall have paid Bank a Commitment Fee in the amount of $10,000.00 for theextension of the Revolving Maturity Date.     7. The Borrower’s representations and warranties set forth in Section B hereof shall be trueand correct in all material respects on and as of the date hereof.     8. Borrower shall have satisfied all conditions set forth in the Agreement.     9. As of the date hereof, no Event of Default nor any event which, with the giving of noticeor lapse of time, would constitute an Event of Default shall have occurred and be continuing.     D. OTHER COVENANTS AND MISCELLANEOUS TERMS     1. This provision shall serve as notice pursuant to Section 4(b) of the Agreement that fromthe date hereof through the next redetermination pursuant to said Section 4(b), the Borrowing Baseshall be $35,000,000.00.     2. Except as expressly amended and supplemented hereby, the Agreement shall remain unchangedand in full force and effect, and the same is hereby ratified and extended.     3. The Borrower hereby agrees to pay all reasonable attorney fees and legal expenses incurredby Bank in preparation, execution and implementation of this Amendment and other Loan Documentsexecuted in connection therewith.     4. This Amendment shall be construed in accordance with and governed by the laws of the Stateof Oklahoma, and shall be binding on and inure to the benefit of the Borrower and Bank, and theirrespective successors and assigns. All obligations of the Borrower under the Agreement and allrights of Bank and any other holder of the Notes, whether expressed herein or in any Note, shall bein addition to and not in limitation of those provided by applicable law. Borrower irrevocablyagrees that, subject to Bank’s sole election, all suits or proceedings arising from or related tothe Agreement, as amended, or the Note may be litigated in courts (whether State or Federal)sitting in Oklahoma City, Oklahoma, and the Borrower hereby irrevocably waives any objection tosuch jurisdiction and venue.     5. This Amendment may be executed in as many counterparts as are deemed necessary orconvenient, and it shall not be necessary for the signature of more than any one party to appear onany single counterpart. Each counterpart shall be deemed an original, but all shall be construedtogether as one and the same instrument. The failure of any party to sign shall not affect or limitthe liability of any party executing any such counterpart.
(73)

 
     Executed effective the 8th day of December, 2009.**BORROWER:**         **PANHANDLE OIL AND GAS INC.,**formerly named PanhandleRoyalty Company, an Oklahoma corporation                By: Michael C. Coffman    Title: President, CEO  **BANK:**         **BANK OF OKLAHOMA, N.A.,**