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