STOCK PLEDGE AGREEMENT
(Continental Resources, Inc.)
This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of March 28, 2002,
is entered into between Continental Resources, Inc., an Oklahoma corporation
("Pledgor") and Guaranty Bank, FSB, a federal savings bank, as Collateral Agent
for the Banks under the Credit Agreement (as hereinafter defined) ("Secured
Party"), with reference to the following:
WHEREAS, Pledgor beneficially owns one thousand (1,000) shares of common
stock, par value $0.50 per share, of Continental Gas, Inc., an Oklahoma
corporation ("CGI"), three thousand (3,000) shares of common stock, par value
$1.00 per share, of Continental Resources of Illinois, Inc., an Oklahoma
corporation ("CRI"), and one thousand (1,000) shares of common stock, par value
$1.00 per share, of Continental Crude Co., an Oklahoma corporation ("CCC") as
more fully described on Exhibit A hereto, which shares (collectively, the
"Pledged Shares") constitute one hundred percent (100%) of the fully diluted
equity voting stock of each CGI, CRI and CCC;
WHEREAS, the term "Credit Agreement" shall mean that certain Fourth Amended
and Restated Credit Agreement dated as of March 28, 2002 by and among Pledgor,
as "Borrower", Secured Party as Collateral/Documentation Agent, Co-Arranger and
a Bank, Union Bank of California, N.A., as Administrative Agent, LC Issuer, Lead
Arranger, Fronting Bank and a Bank, Fortis Capital Corp., as Syndication Agent,
Co-Arranger and a Bank, and the Banks and financial institutions from time to
time parties to the Credit Agreement;
WHEREAS, to induce Secured Party to grant the extensions of credit and
other financial accommodations provided to Borrower pursuant to the Credit
Agreement, Pledgor desires to pledge, grant, transfer, and assign to Secured
Party a security interest in the Collateral (as hereinafter defined) as security
for the Obligations (as hereinafter defined); and
WHEREAS, Pledgor will benefit directly and indirectly from extensions of
credit as a Borrower under the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:
1. Definitions and Construction.
(a) Definitions. As used in this Agreement:
"Agreement" shall mean this Stock Pledge Agreement.
"Bankruptcy Code" shall mean The Bankruptcy Reform Act of 1978
(11 U.S.C. Sections 10l-1330), as amended or supplemented from time to
time, and any successor statute, and all of the rules issued or
promulgated in connection therewith.
"Borrower" shall have the meaning ascribed thereto in the second
recital of this Agreement.
"Business Day" shall have the meaning ascribed thereto in the
Credit Agreement.
"CCC" shall have the meaning ascribed thereto in the first
recital to this Agreement.
"CGI" shall have the meaning ascribed thereto in the first
recital to this Agreement.
"Collateral" shall mean the Pledged Shares, the Future Rights,
and the Proceeds, collectively.
"Credit Agreement" shall have the meaning ascribed thereto in the
second recital of this Agreement.
"CRI" shall have the meaning ascribed thereto in the first
recital to this Agreement.
"Event of Default" shall have the meaning ascribed thereto in the
Credit Agreement.
"Future Rights" shall mean Borrower's interest in: (a) all shares
of, all securities convertible or exchangeable into, and all warrants,
options or other rights to purchase shares of stock of (i) CCC, CGI or
CRI (other than the Pledged Shares), and (ii) any Person which, after
the date of this Agreement, becomes a direct Subsidiary of Borrower
and is incorporated under the laws of any state of the United States
from time to time held or acquired by Borrower in any manner; and (b)
the certificates or instruments representing such additional shares,
convertible or exchangeable securities, warrants, and other rights and
all dividends, cash, options, warrants, rights, instruments, and other
property or proceeds from time to time received, receivable, or
otherwise distributed in respect of or in exchange for any or all of
such shares.
"Holder" and "Holders" shall have the meanings ascribed thereto
in Section 3 of this Agreement.
"Lien" shall mean any lien, mortgage, pledge, assignment
(including any assignment of rights to receive payments of money),
security interest, charge, or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the
nature thereof, or any agreement to give any security interest).
"Loan Documents" shall have the meaning ascribed thereto in the
Credit Agreement.
"Obligations" shall mean the "Obligations" as that term is
defined in the Credit Agreement.
"Person" shall have the meaning ascribed thereto in the Credit
Agreement.
"Pledgor" shall have the meaning ascribed thereto in the preamble
to this Agreement.
"Pledged Shares" shall have the meaning ascribed thereto in the
first recital of this Agreement.
"Proceeds" shall mean all proceeds (including proceeds of
proceeds) of the Pledged Shares and Future Rights including all: (a)
rights, benefits, distributions, premiums, profits, dividends,
interest, cash, instruments, documents of title, accounts, contract
rights, inventory, equipment, general intangibles, deposit accounts,
chattel paper, and other property from time to time received,
receivable, or otherwise distributed in respect of or in exchange for,
or as a replacement of or a substitution for, any of the Pledged
Shares, Future Rights, or proceeds thereof (including any cash, stock,
or other securities or instruments) issued after any recapitalization,
readjustment, reclassification, merger or consolidation with respect
to CCC, CGI or CRI; (b) proceeds of any insurance, indemnity,
warranty, or guaranty (including guaranties of delivery) payable from
time to time with respect to any of the Pledged Shares, Future Rights,
or proceeds thereof; (c) payments (in any form whatsoever) made or due
and payable to Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Pledged Shares, Future Rights, or proceeds thereof;
and (d) other amounts from time to time paid or payable under or in
connection with any of the Pledged Shares, Future Rights, or proceeds
thereof.
"Secured Party" shall have the meaning ascribed thereto in the
preamble to this Agreement.
"Securities Act" shall have the meaning ascribed thereto in
Section 9(b) of this Agreement.
"Subsidiary" shall have the meaning ascribed thereto in the
Credit Agreement.
All initially capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Credit Agreement.
(b) Construction.
(i) Unless the context of this Agreement clearly requires
otherwise, references to the plural includes the singular and to the
singular include the plural, the part include the whole, the term
"including" is not limiting, and the term "or" has, except where
otherwise indicated, the inclusive meaning represented by the phrase
"and/or." The words "hereof," "herein," "hereby," "hereunder," and
other similar terms in this Agreement refer to this Agreement as a
whole and not exclusively to any particular provision of this
Agreement. Article, section, subsection, exhibit, and schedule
references are to this Agreement unless otherwise specified. All of
the exhibits or schedules attached to this Agreement shall be deemed
incorporated herein by reference. Any reference to any of the
following documents includes any and all alterations, amendments,
extensions, modifications, renewals, or supplements thereto or
thereof, as applicable: this Agreement, the Credit Agreement, and any
of the other Loan Documents.
(ii) Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against Secured Party or
Pledgor, whether under any rule of construction or otherwise. On the
contrary, this Agreement has been reviewed by both of the parties and
their respective counsel and shall be construed and interpreted
according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the parties hereto.
(iii) In the event of any direct conflict between the express
terms and provisions of this Agreement and of the Credit Agreement,
the terms and provisions of the Credit Agreement shall control.
2. Pledge. As security for the prompt payment and performance of the
Obligations in full when due, whether at stated maturity, by acceleration or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code), Pledgor hereby
pledges, grants, transfers, and assigns to Secured Party a security interest in
all of Pledgor's right, title, and interest in and to the Collateral.
3. Delivery and Registration of Collateral.
(a) All certificates or instruments representing or evidencing the
Collateral shall be promptly delivered by Pledgor to Secured Party or
Secured Party's designee pursuant hereto at a location designated by
Secured Party and shall be held by or on behalf of Secured Party pursuant
hereto, and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to Secured Party.
(b) After the occurrence and during the continuance of an Event of
Default, Secured Party shall have the right, at any time in its discretion
and without notice to Pledgor, to transfer to or to register on the books
of CCC, CGI and/or CRI, as the case may be (or of any other Person
maintaining records with respect to the Collateral) in the name of Secured
Party or any of its nominees any or all of the Collateral. In addition,
Secured Party shall have the right at any time to exchange certificates or
instruments representing or evidencing Collateral for certificates or
instruments of smaller or larger denominations.
(c) If, at any time and from time to time, any Collateral (including
any certificate or instrument representing or evidencing any Collateral) is
in the possession of a Person other than Secured Party or Pledgor (a
"Holder"), then Pledgor shall immediately, at Secured Party's option,
either cause such Collateral to be delivered into Secured Party's
possession, or execute and deliver to such Holder a written notification/
instruction, and take all other steps necessary to perfect the security
interest of Secured Party in such Collateral, including obtaining from such
Holder a written acknowledgment that such Holder holds such Collateral for
Secured Party, all pursuant to the applicable laws governing the perfection
of Secured Party's security interest in the Collateral in the possession of
such Holder. Each such notification/instruction and acknowledgment shall be
in form and substance satisfactory to Secured Party.
(d) Subject to the provisions in Section 4 hereof, any and all
Collateral (including dividends, interest, and other cash distributions) at
any time received or held by Pledgor shall be so received or held in trust
for Secured Party, shall be segregated from other funds and property of
Pledgor and shall be forthwith delivered to Secured Party in the same form
as so received or held, with any necessary endorsements.
(e) If at any time and from time to time any Collateral consists of an
uncertificated security or a security in book entry form, then Pledgor
shall immediately cause such Collateral to be registered or entered, as the
case may be, in the name of Secured Party, or otherwise cause Secured
Party's security interest thereon to be perfected in accordance with
applicable law.
4. Voting Rights and Dividends.
(a) So long as no Event of Default shall have occurred and be
continuing, Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Collateral or any part thereof
for any purpose not inconsistent with the terms of the Credit Agreement and
shall be entitled to receive and retain any cash dividends or distributions
paid in respect of the Collateral as may be permitted under the Credit
Agreement.
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of Pledgor to exercise the voting and other consensual
rights or receive and retain cash dividends or distributions which it would
otherwise be entitled to exercise or receive and retain, as applicable
pursuant to Section 4(a) shall cease, and all such rights shall thereupon
become vested in Secured Party, who shall thereupon have the sole right to
exercise such voting or other consensual rights and to receive and retain
such cash dividends and distributions. Pledgor shall execute and deliver
(or cause to be executed and delivered) to Secured Party all such proxies
and other instruments as Secured Party may request for the purpose of
enabling Secured Party to exercise the voting and other rights which it is
entitled to exercise pursuant to this subsection (b).
5. Representations and Warranties. Pledgor represents, warrants, and
covenants as follows:
(a) Pledgor has taken all steps it deems necessary or appropriate to
be informed on a continuing basis of changes or potential changes affecting
the Collateral (including rights of conversion and exchange, rights to
subscribe, payment of dividends, reorganizations or recapitalization,
tender offers and voting rights), and Pledgor agrees that Secured Party
shall have no responsibility or liability for informing Pledgor of any such
changes or potential changes or for taking any action or omitting to take
any action with respect thereto;
(b) All information herein or hereafter supplied to Secured Party by
or on behalf of Pledgor in writing with respect to the Collateral is, or in
the case of information hereafter supplied will be, accurate and complete
in all material respects;
(c) Except as pledged, granted, transferred and assigned hereunder,
Pledgor is and will be the sole legal and beneficial owner of the
Collateral (including the Pledged Shares and all other Collateral acquired
by Pledgor after the date hereof) free and clear of any adverse claim,
Lien, or other right, title, or interest of any party;
(d) This Agreement, and the delivery to Secured Party of the Pledged
Shares representing Collateral (or the delivery to all Holders of the
Pledged Shares representing Collateral of the notification/instruction
referred to in Section 3 of this Agreement), creates a valid, perfected,
and first priority security interest in one hundred percent (100%) of the
Pledged Shares in favor of Secured Party securing payment of the
Obligations, and all actions necessary to achieve such perfection have been
duly taken;
(e) Schedule A to this Agreement is true and correct and complete in
all material respects; without limiting the generality of the foregoing:
(i) all the Pledged Shares are in certificated form, and, except to the
extent registered in the name of Secured Party or its nominee pursuant to
the provisions of this Agreement, are registered in the name of Pledgor;
and (ii) the Pledged Shares constitute at least the percentage of all the
fully diluted issued and outstanding shares of stock of CCC, CGI and CRI as
set forth in Schedule A to this Agreement;
(f) There are no presently existing Future Rights or Proceeds owned by
Pledgor;
(g) The Pledged Shares have been duly authorized and validly issued
and are fully paid and nonassessable; and
(h) Neither the pledge of the Collateral pursuant to this Agreement
nor the extensions of credit represented by the Obligations violates
Regulation G, T, U or X of the Board of Governors of the Federal Reserve
System.
6. Further Assurances.
(a) Pledgor agrees that from time to time, at the expense of Pledgor,
Pledgor will promptly execute and deliver all further instruments and
documents, and take all further action that may be necessary or desirable,
or that Secured Party may request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable
Secured Party to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. Without limiting the generality of the
foregoing, Pledgor will: (i) at the request of Secured Party, mark
conspicuously each of its records pertaining to the Collateral with a
legend, in form and substance satisfactory to Secured Party, indicating
that such Collateral is subject to the security interest granted hereby;
(ii) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as Secured Party may request, in order to
perfect and preserve the security interests granted or purported to be
granted hereby; (iii) as more fully set forth in the Credit Agreement,
allow inspection of the Collateral by Secured Party or Persons designated
by Secured Party; and (iv) appear in and defend any action or proceeding
that may affect Pledgor's title to or Secured Party's security interest in
the Collateral.
(b) Pledgor hereby authorizes Secured Party to file one or more
financing or continuation statements, and amendments thereto, relative to
all or any part of the Collateral without the signature of Pledgor where
permitted by law and in any form or medium provided by law. A carbon,
photographic, or other reproduction of this Agreement, and amendment
thereto or any financing statement (whether original or amendment) covering
the Collateral or any part thereof shall be sufficient as a financing
statement where permitted by law.
(c) Pledgor will furnish to Secured Party, upon the request of Secured
Party: (1) a certificate executed by an authorized officer of Pledgor, and
dated as of the date of delivery to Secured Party, itemizing in such detail
as Secured Party may request, the Collateral which, as of the date of such
certificate, has been delivered to Secured Party by Pledgor pursuant to the
provisions of this Agreement; and (ii) such statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as Secured Party may request.
7. Covenants of Pledgor. Pledgor shall:
(a) Perform each and every covenant hereunder and in the Credit
Agreement;
(b) At all times keep at least one complete set of its records
concerning substantially all of the Collateral at its chief executive
office at 302 N. Independence, Suite 300, Enid, Oklahoma 73701, and not
change the location of its chief executive office or such records without
giving Secured Party at least thirty (30) days prior written notice
thereof;
(c) To the extent it may lawfully do so, use its best efforts to
prevent CCC, CGI and CRI from issuing Future Rights or Proceeds; and
(d) Upon receipt by Pledgor of any material notice, report, or other
communication from CCC, CGI or CRI or any Holder relating to all or any
part of the Collateral, deliver such notice, report or other communication
to Secured Party as soon as possible, but in no event later than five (5)
Business Days following the receipt thereof by Pledgor.
8. Secured Party as Pledgor's Attorney-in-Fact.
(a) Pledgor hereby irrevocably appoints Secured Party as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and
in the name of Pledgor, Secured Party or otherwise, from time to time at
Secured Party's discretion, to take any action and to execute any
instrument that Secured Party may deem necessary or advisable to accomplish
the purposes of this Agreement, including: (i) after the occurrence and
during the continuance of an Event of Default, to receive, endorse, and
collect all instruments made payable to Pledgor representing any dividend,
interest payment or other distribution in respect of the Collateral or any
part thereof to the extent permitted hereunder and to give full discharge
for the same and to execute and file governmental notifications and
reporting forms; (ii) to issue any notifications/instructions Secured Party
deems necessary pursuant to Section 3 of this Agreement; or (iii) after the
occurrence and during the continuance of an Event of Default, to arrange
for the transfer of the Collateral on the books of Pledgor or any other
Person to the name of Secured Party or to the name of Secured Party's
nominee.
(b) In addition to the designation of Secured Party as Pledgor's
attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints
Secured Party as Pledgor's agent and attorney-in-fact to make, execute and
deliver any and all documents and writings which may be necessary or
appropriate for approval of, or be required by, any regulatory authority
located in any city, county, state or country where Pledgor or Borrower
engages in business, in order to transfer or to more effectively transfer
any of the Pledged Shares or otherwise enforce Secured Party's rights
hereunder.
9. Remedies upon Default. Upon the occurrence and during the continuance of
an Event of Default:
(a) Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Texas Business and Commerce Code (the "Code") (irrespective of
whether the Code applies to the affected items of Collateral), and Secured
Party may also without notice (except as specified below) sell the
Collateral or any part thereof in one or more parcels at public or private
sale, at any exchange, broker's board or at any of Secured Party's offices
or elsewhere, for cash, on credit or for future delivery, at such time or
times and at such price or prices and upon such other terms as Secured
Party may deem commercially reasonable, irrespective of the impact of any
such sales on the market price of the Collateral. To the maximum extent
permitted by applicable law, Secured Party may be the purchaser of any or
all of the Collateral at any such sale and shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price
for all or any portion of the Collateral sold at any such public sale, to
use and apply all or any part of the Obligations as a credit on account of
the purchase price of any Collateral payable at such sale. Each purchaser
at any such sale shall hold the property sold absolutely free from any
claim or right on the part of Pledgor, and Pledgor hereby waives (to the
extent permitted by law) all rights of redemption, stay, or appraisal that
it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Pledgor agrees that, to the
extent notice of sale shall be required by law, at least ten (10) calendar
days notice to Pledgor of the time and place of any public sale or the time
after which a private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Secured Party
may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. To the
maximum extent permitted by law, Pledgor hereby waives any claims against
Secured Party arising because the price at which any Collateral may have
been sold at such a private sale was less than the price that might have
been obtained at a public sale, even if Secured Party accepts the first
offer received and does not offer such Collateral to more than one offeree.
(b) Pledgor hereby acknowledges that the sale by Secured Party of any
Collateral pursuant to the terms hereof in compliance with the Securities
Act of 1933 as now in effect or as hereafter amended, or any similar
statute hereafter adopted with similar purpose or effect (the "Securities
Act"), as well as applicable "Blue Sky" or other state securities laws may
require strict limitations as to the manner in which Secured Party or any
subsequent transferee of the Collateral may dispose thereof. Pledgor
acknowledges and agrees that in order to protect Secured Party's interest
it may be necessary to sell the Collateral at a price less than the maximum
price attainable if a sale were delayed or were made in another manner,
such as a public offering under the Securities Act. Pledgor has no
objection to sale in such a manner and agrees that Secured Party shall have
no obligation to obtain the maximum possible price for the Collateral.
Without limiting the generality of the foregoing, Pledgor agrees that, upon
the occurrence and during the continuation of an Event of Default, Secured
Party may, subject to applicable law, from time to time attempt to sell all
or any part of the Collateral by a private placement, restricting the
bidders and prospective purchasers to those who will represent and agree
that they are purchasing for investment only and not for distribution. In
so doing, Secured Party may solicit offers to buy the Collateral or any
part thereof for cash, from a limited number of investors deemed by Secured
Party to be institutional investors or other responsible parties who might
be interested in purchasing the Collateral. If Secured Party shall solicit
such offers, then the acceptance by Secured Party of one of the offers
shall be deemed to be a commercially reasonable method of disposition of
the Collateral.
(c) If Secured Party shall determine to exercise its right to sell all
or any portion of the Collateral pursuant to this Section, Pledgor agrees
that upon request of Secured Party, Pledgor will, at its own expense:
(i) use its best efforts to execute and deliver, and cause CCC,
CGI and CRI and the directors and officers thereof to execute and
deliver, all such instruments and documents, and to do or cause to be
done all such other acts and things, as may be necessary or, in the
opinion of Secured Party, advisable to register such Collateral under
the provisions of the Securities Act, and to cause the registration
statement relating thereto to become effective and to remain effective
for such period as prospectuses are required by law to be furnished,
and to make all amendments and supplements thereto and to the related
prospectuses which, in the opinion of Secured Party, are necessary or
advisable, all in conformity with the requirements of the Securities
Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto;
(ii) use its best efforts to qualify the Collateral under the
state securities laws or "Blue Sky" laws and to obtain all necessary
governmental approvals for the sale of the Collateral, as requested by
Secured Party;
(iii) make available to its security holders, as soon as
practicable, an earnings statement which will satisfy the provisions
of Section II (a) of the Securities Act;
(iv) execute and deliver to any person, entity or governmental
authority as Secured Party may choose, any and all documents and
writings which may be necessary or appropriate for approval, or be
required by, any regulatory authority located in any city, county,
state or country where Pledgor engages in business, in order to
transfer or to more effectively transfer the Pledged Shares or
otherwise enforce Secured Party's rights hereunder; and
(v) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Collateral or any part thereof
valid and binding and in compliance with applicable law.
Pledgor acknowledges that there is no adequate remedy at law for failure by it
to comply with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.
10. Secured Party: Duties: Standard of Care. The powers conferred on
Secured Party hereunder are solely to protect its interests in the Collateral
and shall not impose on it any duty to exercise such powers.
11. Choice of Law; Consent to Jurisdiction.
(a) THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO, SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF TEXAS.
(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF HARRIS, STATE OF TEXAS
OR, AT THE SOLE OPTION OF SECURED PARTY, IN ANY OTHER COURT IN WHICH
SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. PLEDGOR WAIVES,
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.
12. Amendments: etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by Pledgor herefrom, shall in any event
be effective unless the same shall be in writing and signed by Secured Party,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No failure on the part of Secured
Party to exercise, and no delay in exercising any right under this Agreement,
the Credit Agreement, or otherwise with respect to any of the Obligations, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Agreement, the Credit Agreement, or otherwise with respect to
any of the Obligations preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided in this Agreement or
otherwise with respect to any of the Obligations are cumulative and not
exclusive of any remedies provided by law.
13. Notices. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be given in
accordance with the terms of Section 9.03 of the Credit Agreement.
14. Continuing Security Interest. This Agreement shall create a continuing
security interest in the Collateral and shall: (i) remain in full force and
effect until the indefeasible payment in full of the Obligations, and the full
and final termination of any commitment to extend any financial accommodations
under the Credit Agreement; (ii) be binding upon Pledgor, its successors and
assigns; and (iii) inure to the benefit of Secured Party and its successors,
transferees, and assigns. Upon the indefeasible payment in full of the
Obligations, and the full and final termination of any commitment to extend any
financial accommodations under the Credit Agreement, the security interests
granted hereby shall automatically terminate and all rights to the Collateral
shall revert to Pledgor. Upon any such termination, Secured Party will, at
Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination and will return to Pledgor
all certificates or instruments representing or evidencing the Collateral, then
in the Secured Party's possession. Such documents shall be prepared by Pledgor
and shall be in form and substance satisfactory to Secured Party.
15. Security Interest Absolute. To the maximum extent permitted by law, all
rights of Secured Party and security interests hereunder, and all obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Obligations
or any other agreement or instrument relating thereto, including the Credit
Agreement or any of the other Loan Documents; or
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Credit Agreement or any
of the other Loan Documents, or any other agreement or instrument relating
thereto; or
(c) any exchange, release or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty for all or any of the Obligations.
To the maximum extent permitted by law, Pledgor hereby waives any right to
require Secured Party to pursue any other remedy in Secured Party's power
whatsoever.
16. Headings. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement or be given any substantive effect.
17. Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.
19. Waiver of Marshaling. Pledgor and Secured Party acknowledge and agree
that in exercising any rights under or with respect to the Collateral: (i)
Secured Party is under no obligation to marshal any collateral pledged to it;
(ii) may, in its absolute discretion, realize upon such Collateral in any order
and in any manner it so elects; and (iii) may, in its absolute discretion, apply
the proceeds of any or all of such Collateral to the obligations secured by the
Collateral in any order and in any manner it so elects.
20. Benefit of All Banks. Pledgor agrees and acknowledges that Secured
Party executes this document as a Bank and as the Collateral Agent for the other
Banks under that Credit Agreement and any and all rights, benefits and
entitlements under this Agreement in favor of Secured Party are for the benefit
of all Banks under the Credit Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to
be duly executed and delivered by their officers thereunto duly authorized as of
the date first above written.
BORROWER:
CONTINENTAL RESOURCES, INC.,
an Oklahoma corporation
By: ROGER CLEMENT
Roger Clement, Sr. Vice President
and Chief Financial Officer
SECURED PARTY:
GUARANTY BANK, FSB,
a federal savings bank, as Collateral Agent
By: RICHARD MENCHACA
Richard Menchaca, Vice President
SCHEDULE A
TO
STOCK PLEDGE AGREEMENT
Pledged Shares
Former Name, if Pledgor's
Number of Certificate any, in which Percentage Jurisdiction of
Issuer Shares Class Number(s) Certificate Issued Ownership Incorporation
------ ------ ----- --------- ------------------ --------- -------------
Continental Gas, Inc. 1,000 Common #2 N/A 100% Oklahoma
Continental Resources of Illinois,
Inc. 3,000 Common #1 N/A 100% Oklahoma
Continental Crude Co. 1,000 Common #1 N/A 100% Oklahoma