FORM OF REVOLVING NOTE
$________________ Oklahoma City, Oklahoma __________, 19__
FOR VALUE RECEIVED, the undersigned CONTINENTAL RESOURCES, INC., an
Oklahoma corporation and CONTINENTAL GAS, INC., an Oklahoma corporation
(hereinafter referred to as the "Borrowers") hereby unconditionally, jointly and
severally, promise to pay to the order of ________________________ (the "Bank")
at the offices of BANK ONE, OKLAHOMA, N.A. (the "Agent") in Oklahoma City,
Oklahoma, the principal sum of ______________________ ($________________) or so
much thereof as shall be advanced under the provisions of the Credit Agreement
(as defined herein), in lawful money of the United States of America together
with interest from the date hereof until paid at the rates specified in the
Credit Agreement. All payments of principal and interest due hereunder are
payable at the offices of Agent at 100 North Broadway, Oklahoma City, Oklahoma
73125, or at such other address as Bank shall designate in writing to Borrowers.
The principal and all accrued interest on this Note shall be due and
payable in accordance with the terms and provisions of the Credit Agreement.
This Note is executed pursuant to that certain Restated Credit Agreement
dated May 14, 1998 between Borrowers, the Agent and Banks (the "Credit
Agreement"), and is one of the Notes referred to therein. Reference is made to
the Credit Agreement and the Loan Documents (as that term is defined in the
Credit Agreement) for a statement of prepayment, rights and obligations of
Borrowers, for a statement of the terms and conditions under which the due date
of this Note may be accelerated and for statements regarding other matters
affecting this Note (including without limitation the obligations of the holder
hereof to advance funds hereunder, principal and interest payment due dates,
voluntary and mandatory prepayments, exercise of rights and remedies, payment of
attorneys' fees, court costs and other costs of collection and certain waivers
by Borrowers and others now or hereafter obligated for payment of any sums due
hereunder). Upon the occurrence of an Event of Default, as that term is defined
in the Credit Agreement and Loan Documents, the holder hereof (i) may declare
forthwith to be entirely and immediately due and payable the principal balance
hereof and the interest accrued hereon, and (ii) shall have all rights and
remedies of the Bank under the Credit Agreement and Loan Documents. This Note
may be prepaid in accordance with the terms and provisions of the Credit
Agreement.
Regardless of any provision contained in this Note, the holder hereof shall
never be entitled to receive, collect or apply, as interest on this Note, any
amount in excess of the Maximum Rate (as such term is defined in the Credit
Agreement), and, if the holder hereof ever receives, collects, or applies as
interest, any such amount which would be excessive interest, it shall be deemed
a partial prepayment of principal and treated hereunder as such; and, if the
indebtedness evidenced hereby is paid in full, any remaining excess shall
forthwith be paid to Borrowers. In determining whether or not the interest paid
or payable, under any specific contingency, exceeds the Maximum Rate, Borrowers
and the holder hereof shall, to the maximum extent permitted under applicable
law (i) characterize any non-principal payment as an expense, fee or premium
rather than as interest, (ii) exclude voluntary prepayments and the effects
thereof, and (iii) spread the total amount of interest throughout the entire
contemplated term of the obligations evidenced by this Note and/or
referred to in the Credit Agreement so that the interest rate is uniform
throughout the entire term of this Note; provided that, if this Note is paid
and performed in full prior to the end of the full contemplated term thereof;
and if the interest received for the actual period of existence thereof
exceeds the Maximum Rate, the holder hereof shall refund to Borrowers the
amount of such excess or credit the amount of such excess against the
indebtedness evidenced hereby, and, in such event, the holder hereof shall
not be subject to any penalties provided by any laws for contracting for,
charging, taking, reserving or receiving interest in excess of the Maximum
Rate.
If any payment of principal or interest on this Note shall become due on a
day other than a Business Day (as such term is defined in the Credit Agreement),
such payment shall be made on the next succeeding Business Day and such
extension of time shall in such case be included in computing interest in
connection with such payment.
If this Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceeding at law or in equity or in bankruptcy,
receivership or other court proceedings, Borrowers agree to pay all costs of
collection, including, but not limited to, court costs and reasonable attorneys'
fees.
Borrowers and each surety, endorser, guarantor and other party ever liable
for payment of any sums of money payable on this Note, jointly and severally
waive presentment and demand for payment, notice of intention to accelerate the
maturity, protest, notice of protest and nonpayment, as to this Note and as to
each and all installments hereof, and agree that their liability under this Note
shall not be affected by any renewal or extension in the time of payment hereof,
or in any indulgences, or by any release or change in any security for the
payment of this Note, and hereby consent to any and all renewals, extensions,
indulgences, releases or changes.
This Note shall be governed by and construed in accordance with the
applicable laws of the United States of America and the laws of the State of
Oklahoma.
THIS WRITTEN NOTE, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
This Note is one of a series of notes given in renewal, extension and
increase of (but not in extinguishment of) that certain Promissory Note dated as
of December 31, 1997, in the face amount of $75,000,000 executed by Borrowers
and payable to the order of Bank One, Oklahoma, N.A.
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EXECUTED as of the date and year first above written.
BORROWERS:
CONTINENTAL RESOURCES, INC.
an Oklahoma corporation
By:
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Harold Hamm, President
CONTINENTAL GAS, INC.
an Oklahoma corporation
By:
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Name:
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Title:
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