EXHIBIT 10(t)
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (the "Agreement") entered into between
THE XXXXX COMPANY (the "Company") and the XXXXXXX X. XXXXX AND XX XXXXX
1988 CHARITABLE UNITRUST (the "Trust"), dated as of the 17th day of April,
1997.
W I T N E S S T H
WHEREAS, on February 24, 1997, the Company executed a promissory
note (the "Note") by which it promised to pay $164,201.80 in principal plus
interest to the order of Liberty Bank & Trust Company of Oklahoma City,
N.A. (the "Lender").
WHEREAS, on February 24, 1997, the Trust executed a guaranty
agreement (the "Guaranty") by which the Trust guaranteed and promised to
pay the Lender the indebtedness of the Company represented by the Note.
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Trust and the Company agree as follows:
1. INDEMNIFICATION. The Company hereby agrees that in the
event the Trust is required to pay the Note or any part thereof, the
Company in consideration of the Trust having made the Guaranty, will
indemnify and hold harmless the Trust for the full amount of such payment
made by the Trust, together with any legal fees, expenses, and other costs
incidental to the enforcement of liability of the Guaranty against the
Trust.
2. LIMITATION ON INDEMNIFICATION. The above described
indemnification shall not extend to or indemnify and hold the Trust
harmless with respect to the failure of the Trust to perform its
obligations pursuant to the Guaranty.
3. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the terms of the laws of the State of
Oklahoma.
4. BINDING EFFECT. This Agreement shall be binding upon the
parties hereto, and their respective successors and assigns.
5. COUNTERPARTS. This agreement may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes, but all of which taken together shall form but one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
"COMPANY" THE XXXXX COMPANY
By XXXX XXX, XX.
Xxxx Xxx, Xx., President
"TRUST" XXXXXXX X. XXXXX AND XX XXXXX 1988
CHARITABLE UNITRUST
By XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Trustee
By XX XXXXX
Xx Xxxxx, Trustee
