SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: April 11, 2002
(Date of earliest event reported) March 28, 2002
CONTINENTAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-61547 73-0767549
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
301 North Independence, Suite 106
Enid, Oklahoma 73701
(Address of principal executive offices) (Zip Code)
(580) 233-8955
(Registrant's telephone number, including area code)
Information To Be Included in the Report
Item 2. Acquisition or Disposition of Assets.
On March 28, 2002, the Registrant executed a Fourth Amended and Restated
Credit Agreement in which a group of lenders, led by Union Bank of California,
N.A., Guaranty Bank, FSB and Fortis Capital Corp., agreed to provide a $175.0
million senior secured revolving credit facility to the Registrant. Availability
of funds under the credit facility is subject to a maximum borrowing base amount
to be determined semi-annually on a regular basis and at other times upon
request by either the lenders or the Registrant. The initial borrowing base is
$140.0 million.
Borrowings under the credit facility are secured by liens on all oil and
gas properties and associated assets of the Registrant and its subsidiaries.
Borrowings under the credit facility bear interest, payable quarterly, at (a) a
rate per annum equal to the rate at which eurodollar deposits for one, two,
three or six months (as selected by the Registrant) are offered by Union Bank of
California plus an applicable margin ranging from 150 to 250 basis points, or
(b) at Union Bank's reference rate plus an applicable margin ranging from 25 to
50 basis points. The credit facility matures March 28, 2005. There is no
scheduled amortization of principal prior to maturity. In the event the
applicable borrowing base exceeds the outstanding principal balance under the
credit facility, the Registrant must either provide additional collateral or
reduce the principal balance by the amount of such excess.
The credit facility contains certain covenants restricting or limiting the
ability of the Registrant to incur debt, pledge or mortgage assets, pay
dividends, enter into hedging agreements and sell assets. In addition, the
Registrant is required to maintain certain ratios, including (i) a current ratio
of 1.0 to 1.0; (ii) a fixed charge coverage ratio of not less than 1.25 to 1.0;
(iii) a ratio of total funded debt to EBITDA of not more than 3.75 to 1.0; (iv)
a ratio of senior debt to EBITDA of not more than 2.5 to 1.0 and (v) a ratio of
total funded debt to total capitalization of not more than .70 to 1.0.
The credit facility contains customary events of default and customary
remedies are available to the lenders upon the existence of uncured events of
default.
Item 7. Financial Statements and Exhibits.
Exhibits
--------
10.1 Fourth Amended and Restated Credit Agreement dated March 28, 2002 among the
Registrant, Union Bank of California, N.A., Guaranty Bank, FSB and Fortis
Capital Corp.
10.2 Unlimited Guaranty Agreement dated March 28, 2002.
10.3 Security Agreement dated March 28, 2002 between Registrant and Guaranty
Bank, FSB, as Agent.
10.4 Stock Pledge Agreement dated March 28, 2002 between Registrant and Guaranty
Bank, FSB, as Agent.
10.5 Collateral Assignment of Contracts dated March 28, 2002 between Registrant
and Guaranty Bank, FSB, as Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
theRegistrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONTINENTAL RESOURCES, INC.
By ROGER CLEMENT
Roger Clement, Senior Vice
President and Chief Financial
Officer
April 11, 2002
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- ------ ----------- ----------------
10.1 Fourth Amended and Restated Credit Filed herewith electronically
Agreement dated March 28, 2002 among the
Registrant, Union Bank of California,
N.A., Guaranty Bank, FSB and Fortis
Capital Corp.
10.2 Unlimited Guaranty Agreement dated March Filed herewith electronically
28, 2002.
10.3 Security Agreement dated March 28, 2002 Filed herewith electronically
between Registrant and Guaranty Bank,
FSB, as Agent.
10.4 Stock Pledge Agreement dated March 28, Filed herewith electronically
2002 between Registrant and Guaranty
Bank, FSB, as Agent.
10.5 Collateral Assignment of Contracts dated Filed herewith electronically
March 28, 2002 between Registrant and
Guaranty Bank, FSB, as Agent.