EXHIBIT 4.1.5
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This First Amendment ("First Amendment") to Fourth Amended and Restated
Credit Agreement ("Credit Agreement") dated as of March 28, 2002, originally by
and among CONTINENTAL RESOURCES, INC., an Oklahoma corporation (the "Borrower"),
UNION BANK OF CALIFORNIA, N.A., as LC Issuer, Bank, Lead Arranger, Fronting Bank
and Administrative Agent (in such latter capacity and together with its
successors and permitted assigns in such capacity the "Administrative Agent"),
GUARANTY BANK, FSB, as Co-Arranger, Bank and Collateral/Documentation Agent (in
such latter capacity and together with its successors and permitted assigns in
such capacity the "Collateral Agent"), FORTIS CAPITAL CORP., as Co-Arranger,
Bank and Syndication Agent (in such latter capacity and together with its
successors and permitted assigns in such capacity the "Syndication Agent"), and
the several banks and financial institutions from time to time parties to the
Credit Agreement (the "Banks") is entered into this 12th day of June 2003.
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank Parties desire to amend the Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration received by each party
hereto, and each intending to be legally bound hereby, the parties agree as
follows:
AMENDMENTS TO CREDIT AGREEMENT.
Article I, DEFINITIONS, of the Credit Agreement is hereby amended by adding
thereto the following defined terms:
"First Amendment" means the First Amendment to Credit Agreement dated June
12, 2003 among Bank Parties and Borrower.
"Proved Developed Producing Reserves" means Proved Reserves that are
expected to be recovered from completion intervals that are open at the
time of the estimate and are then being produced or, if shut in, they have
previously been on production and the date of resumption of production is
known with reasonable certainty.
Section 2.06, Borrowing Base Determination, is hereby amended by adding the
following sentence immediately after the first sentence of such section:
"The Borrowing Base in effect as of the date of the First Amendment is One
Hundred Fifty Million Dollars ($150,000,000.00)."
Article V is hereby amended by adding thereto the following new Section
5.35:
"5.35 Required Hedging Transaction. Within thirty (30) days after the date
of the First Amendment and thereafter, maintain in force and effect one or
more Hedge Agreements that each satisfy the definition of Permitted Hedge
Agreement entered into by Borrower covering in the aggregate at all times,
and from time to time, at least 30% of the oil estimated to be produced
during the ensuing six-month period, on a rolling six-month basis, from the
Proved Developed Producing Reserves attributed to Borrower's interest in
the Borrowing Base Oil and Gas Properties in the most recent Reserve Report
delivered to Administrative Agent pursuant to this Agreement."
Schedule 1.01(b), Commitment Amounts and Aggregate Commitment Amount, to
the Credit Agreement is hereby replaced in its entirety with Schedule 1.01(b)
attached to the First Amendment. Borrower and the Bank Parties acknowledge and
agree that because the increased Commitment resulting from the increase in the
Borrowing Base set forth in the First Amendment was not allocated among all of
the Banks in accordance with their respective Percentage Shares, as such
Percentage Shares existed prior to the execution of the First Amendment, the
Banks' respective Percentage Shares have been amended, as set forth on Schedule
1.01(b) attached to the First Amendment. The Bank Parties and Borrower further
acknowledge and agree that although the maximum principal amount of indebtedness
that may be evidenced by the respective Note held by each Bank exceeds each
Bank's respective Commitment that results from the Borrowing Base increase
pursuant to the First Amendment, the ratio between the face amount of each
Bank's Note over the aggregate face amount of all Notes may no longer be
equivalent to each such Bank's Percentage Share as set forth on Schedule 1.01(b)
attached to the First Amendment. None of the Banks waive their future rights to
receive or the Borrower's obligation to deliver in accordance with Section
9.05(e) of the Credit Agreement and/or Section 5 of any subsequent Commitment
Transfer Supplement replacement Notes that reflect the respective Commitment
Amounts as set forth on Schedule 1.01(b), as such Commitment Amounts may be
adjusted by the Credit Agreement or any subsequent Commitment Transfer
Supplement(s).
CONDITIONS PRECEDENT IN CONNECTION WITH THE FIRST AMENDMENT.
The First Amendment shall not be binding on the Banks until satisfaction of the
following conditions precedent:
Administrative Agent shall have received fully executed counterparts, in the
number of multiple originals requested by Administrative Agent, of the First
Amendment, duly executed by an authorized officer for Borrower.
The representations and warranties contained in Article IV of the Credit
Agreement shall be true and correct in all material respects on the date of the
First Amendment with the same effect as though such representations and
warranties had been made on such date; and no Event of Default shall have
occurred and be continuing or will have occurred upon the execution of the First
Amendment.
The requirements of Section 2.18 of the Credit Agreement shall have been
satisfied with respect to such additional Borrowing Base Oil and Gas Properties
as are satisfactory to the Arrangers.
All legal matters incident to the consummation of the transactions contemplated
by the First Amendment shall be satisfactory to special counsel for Bank.
All reasonable and documented legal fees owed by Bank to Porter & Hedges, L.L.P.
in connection with the First Amendment shall have been paid by Borrower.
Reaffirmation of Representations and Warranties. To induce the Banks to enter
into this First Amendment, the Borrower hereby reaffirms, as of the date hereof,
its representations and warranties contained in Article IV of the Credit
Agreement and in all other documents executed pursuant thereto, and additionally
represents and warrants as follows:
A. The execution and delivery of this First Amendment and the performance
by the Borrower of its obligations under this First Amendment are within
the Borrower's power, have been duly authorized by all necessary corporate
action, have received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any
provision of law or of the charter or by-laws of the Borrower or of any
agreement binding upon the Borrower.
B. The Credit Agreement as amended by this First Amendment represents the
legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms subject as to
enforcement only to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally.
C. No Event of Default or Unmatured Event of Default has occurred and is
continuing as of the date hereof.
D. Since the date of the Agreement, Borrower has not formed or created any
new Subsidiaries.
DEFINED TERMS. Except as amended hereby, terms used herein that are defined in
the Credit Agreement shall have the same meanings herein.
REAFFIRMATION OF CREDIT AGREEMENT. This First Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as further amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit Agreement herein and in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended hereby.
ENTIRE AGREEMENT. The Credit Agreement, as hereby amended, embodies the entire
agreement between the Borrower and the Banks and supersedes all prior proposals,
agreements and understandings relating to the subject matter hereof. The
Borrower certifies that it is relying on no representation, warranty, covenant
or agreement except for those set forth in the Credit Agreement, as hereby
amended, and in the other documents previously executed or executed of even date
herewith.
GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. This First Amendment has been entered into in Harris
County, Texas, and it shall be performable for all purposes in Harris County,
Texas. Courts within the State of Texas shall have jurisdiction over any and all
disputes between the Borrower and the Bank, whether in law or equity, including,
but not limited to, any and all disputes arising out of or relating to this
First Amendment or any other Security Instrument; and venue in any such dispute
whether in federal or state court shall be laid in Harris County, Texas.
SEVERABILITY. Whenever possible each provision of this First Amendment shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this First Amendment shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this First Amendment.
EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same agreement.
SECTION CAPTIONS. Section captions used in this First Amendment are for
convenience of reference only, and shall not affect the construction of this
First Amendment.
SUCCESSORS AND ASSIGNS. This First Amendment shall be binding upon the Borrower
and the Banks and their respective successors and assigns, and shall inure to
the benefit of the Borrower and the Banks, and the respective successors and
assigns of the Banks.
NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODES. In no event shall Chapter
346 of the Texas Finance Code (which regulates certain revolving loan accounts
and revolving tri-party accounts) apply to this Credit Agreement as hereby
further amended or any other Loan Documents or the transactions contemplated
hereby.
NOTICE. THIS FIRST AMENDMENT TOGETHER WITH THE LOAN AGREEMENT, AND THE OTHER
SECURITY INSTRUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO WRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the day and year first above written.
BORROWER
CONTINENTAL RESOURCES, INC.
By: ROGER CLEMENT
Roger Clement
Senior Vice President and Chief Financial
Officer
ADMINISTRATIVE AGENT, LEAD ARRANGER,
LC ISSUER, FRONTING BANK AND BANK:
UNION BANK OF CALIFORNIA, N.A.
By: JOHN CLARK
John Clark,
Vice President
By: SEAN MURPHY
Sean Murphy
Vice President
COLLATERAL/DOCUMENTATION AGENT,
CO-ARRANGER AND BANK:
GUARANTY BANK, FSB
By: RICHARD MENCHACA
Richard Menchaca,
Vice President
SYNDICATION AGENT, CO-ARRANGER AND
BANK:
FORTIS CAPITAL CORP.
By: DARRELL W. HOLLEY
Darrell W. Holley,
Managing Director
By: CHRISTOPHER S. PARADA
Christopher S. Parada,
Vice President
BANKS:
COMPASS BANK
By: KATHLEEN J. BOWEN
Kathleen J. Bowen
Vice President
WELLS FARGO BANK TEXAS, N.A.
By: DUSTIN S. HANSEN
Dustin S. Hansen
Assistant Vice President
COMERICA BANK
By: PETER L. SEFZIK
Peter L. Sefzik
Assistant Vice President
Schedule 1.01(b)
Commitment Amounts and Aggregate Commitment Amount
Percentage Commitment
Bank Shares Amount
---- ------ ------
Guaranty Bank, FSB 27.12301587% $ 47,465,277.77
Union Bank of California, N.A. 21.76587302% $ 38,090,277.78
Fortis Capital Corp. 21.42857143% $ 37,500,000.00
Comerica Bank 10.11904762% $ 17,708,333.34
Wells Fargo Bank Texas, N.A. 10.11904762% $ 17,708,333.34
Compass Bank 9.44444444% $ 16,527,777.77
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Aggregate Commitment Amount: $175,000,000.00
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