LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
10-1/4% SENIOR SUBORDINATED NOTES DUE 2008
IN EXCHANGE FOR
10-1/4% SENIOR SUBORDINATED NOTES DUE 2008
OF
CONTINENTAL RESOURCES, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________________, 1998 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY CONTINENTAL RESOURCES, INC.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY MAIL: BY OVERNIGHT COURIER: BY HAND: BY FACSIMILE:
United States Trust United States Trust United States Trust (212) 420-6152
Company of New York Company of New York Company of New York (For Eligible Institutions
P.O. Box 844 Corporate Trust Operations 111 Broadway Only)
Cooper Station Department Lower Level
New York, NY 10276-0844 770 Broadway-13th Floor New York, NY 10006 CONFIRM BY TELEPHONE:
Attention: Corporate New York, NY 10003 Attention: Corporate (800) 548-6565
Trust Services Trust Services
(registered or certified
mail recommended)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated
______________, 1998 (the "Prospectus") of Continental Resources, Inc.
("Continental") which, together with this Letter of Transmittal (the "Letter
of Transmittal"), constitutes Continental's offer (the "Exchange Offer") to
exchange $1,000 principal amount of 10-1/4% Senior Subordinated Notes due
2008 (the "New Notes") of Continental for each $1,000 principal amount of
outstanding 10-1/4% Senior Subordinated Notes due 2008 (the "Old Notes") of
Continental. The terms of the New Notes are identical in all material
respects (including, with respect to interest and upon redemption) to the
terms of the Old Notes for which they may be exchanged pursuant to the
Exchange Offer, except that the New Notes have been registered under the
Securities Act of 1933, as amended, and, therefore, will not bear legends
restricting the transfer thereof.
The Exchange Offer is being made pursuant to the Registration Rights
Agreement dated as of June 21, 1998 (the "Registration Rights Agreement"),
and all Old Notes validly tendered will be accepted for exchange. Any Old
Notes not tendered will remain outstanding and continue to accrue interest,
but will not retain any rights under the Registration Rights Agreement.
Holders electing to have Old Notes exchanged
pursuant to the Exchange Offer will be required to surrender such Old Notes,
together with the Letter of Transmittal, to the Exchange Agent at the address
specified herein prior to the close of business on the Expiration Date.
Holders will be entitled to withdraw their election, at any time prior to
5:00 p.m., New York City time on the Expiration Date, by sending to the
Exchange Agent at the address specified herein a facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Old
Notes delivered for exchange and a statement that such Holder is withdrawing
this election to have such Old Notes exchanged.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers should be
listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES TENDERED HEREWITH
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Name(s) and Address(es) of Certificate Aggregate Amount
Registered Holder(s) Number(s) Principal Amount Tendered*
(Please fill in) Represented by
Notes
Total
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* Unless otherwise indicated, the holder will be deemed to have tendered
all Old Notes included. See Instruction 2.
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This Letter of Transmittal is to be used if certificates for Old Notes
are to be forwarded herewith.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond
power from the registered holder.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and
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all other documents required hereby to the Exchange Agent on or prior to the
Expiration Date may tender their Old Notes according to the guaranteed
delivery procedure set forth in the Prospectus under the captions "The
Exchange Offer -- Terms of the Exchange Offer -- Procedures for Tendering Old
Notes" and "The Exchange Offer -- Terms of the Exchange Offer -- Guaranteed
Delivery Procedures."
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):___________________________________
Name of Eligible Institution that Guaranteed Delivery:____________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:__________________________________________________
Address:_______________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Continental the above-described aggregate
principal amount of Old Notes. Subject to, and effective upon, the acceptance
for exchange of the Old Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, Continental all
right, title and interest in and to such Old Notes. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge
that said Exchange Agent acts as the agent of the undersigned in connection
with the Exchange Offer) to cause the Old Notes to be assigned, transferred
and exchanged. The undersigned represents and warrants that it has full power
and authority to tender, exchange, assign and transfer the Old Notes and to
acquire New Notes issuable upon the exchange of such tendered Old Notes, and
that, when the same are accepted for exchange, Continental will acquire good
and unencumbered title to the tendered Old Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by Continental to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Old
Notes or to transfer ownership of such Old Notes on the account books
maintained by The Depository Trust Company.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions of the
Exchange Offer." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by Continental) as more
particularly set forth in the Prospectus, Continental may not be required to
exchange any of the Old Notes tendered hereby and, in such event, the Old
Notes not exchanged will be returned to the undersigned at the address shown
below the signature of the undersigned.
By tendering, each Holder of Old Notes represents to Continental that
(i) the New Notes acquired pursuant to the Exchange Offer are being obtained
in the ordinary course of business of the person receiving such New Notes,
whether or not such person is such Holder, (ii) neither the Holder of Old
Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes, (iii) if the
Holder is not a broker-dealer or is a broker-dealer but will not receive New
Notes for its own account in exchange for Old Notes, neither the Holder nor
any such other person is engaged in or intends to participate in a
distribution of the New Notes and (iv) neither the Holder nor any such other
person is an "affiliate" of Continental within the meaning of Rule 405 under
the Securities Act of 1933, as amended (the "Securities Act") or, if such
Holder is an "affiliate," that such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable. If the tendering Holder is a broker-dealer (whether or not it is
also an "affiliate" of Continental within the meaning of Rule 405 under the
Securities Act) that will receive New Notes for its own account in exchange
for Old Notes where such Old Notes were acquired for its own account as a
result of market-making or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall survive
the death, bankruptcy or incapacity of the undersigned and every obligation
of the undersigned hereunder shall be binding upon the
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heirs, personal representatives, executors, administrators, successors,
assigns, trustees in bankruptcy and other legal representatives of the
undersigned. Tendered Old Notes may be withdrawn at any time prior to 5:00
p.m., New York City Time on the Expiration Date.
Certificates for all New Notes delivered in exchange for tendered Old
Notes and any Old Notes delivered herewith but not exchanged, in each case
registered in the name of the undersigned, shall be delivered to the
undersigned at the address shown below the signature of the undersigned.
TENDERING HOLDER(S) SIGN HERE
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Signature(s) of Holder(s)
Date: ____________________, 1998
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Notes or by any person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted herewith. If
signature by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth the full title of such person.)
See Instruction 3.
Name(s):
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(Please Print)
Capacity (full title):
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Address:
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Area Code and Telephone No.:
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Tax Identification No.:
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature:
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Name:
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Title:
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Address:
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Name of Firm:
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Area Code and Telephone No.:
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Dated:_________________, 1998
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PAYOR'S NAME: CONTINENTAL RESOURCES, INC.
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SUBSTITUTE Name (If joint names, list first and circle the name of
FORM W-9 the person or entity whose number you enter in Part I
below.)
Department of
the Treasury
Internal Revenue
Service
Payor's Request for
Taxpayer
Identification
Number ("TIN") and
Certification ----------------------------------------------------------------------------------
Address
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City, state and Zip Code
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Part I - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION Social Security number
NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY or Employer Identification
SIGNING AND DATING BELOW Number
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/ /
Part II - If exempt from backup withholding, check the box to the right.
Also provide your TIN in Part I and sign and date this form in Part III.
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Part III - Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), AND
2. I am not subject to backup withholding: (a) I am exempt from backup
withholding; or (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
Signature _________________________________ Date ___________________
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Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
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WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
Certificates for all physically delivered Old Notes, as well as a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
thereof, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at any of its addresses set forth herein on
or prior to the Expiration Date.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF
DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND
DELIVERY SERVICE.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other required documents to the Exchange
Agent on or prior to the Expiration Date may tender their Old Notes pursuant
to the guaranteed delivery procedure set forth in the Prospectus under "The
Exchange Offer -- Terms of the Exchange Offer -- Guaranteed Delivery
Procedures." Pursuant to such procedure: (i) such tender must be made by or
through an Eligible Institution (as defined in the Prospectus); (ii) on or
prior to the Expiration Date, the Exchange Agent must have received from such
Eligible Institution a letter, telegram or facsimile transmission setting
forth the name and address of the tendering Holder, the name(s) in which such
Old Notes are registered, and the certificate number(s) of the Old Notes to
be tendered; and (iii) all tendered Old Notes as well as this Letter of
Transmittal and all other documents required by this Letter of Transmittal
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such letter, telex, telegram or
facsimile transmission, all as provided in the Prospectus under the caption
"The Exchange Offer -- Terms of the Exchange Offer -- Guaranteed Delivery
Procedures."
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Old Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire number of
Old Notes evidenced by a submitted certificate is tendered, the tendering
Holder must fill in the number of shares tendered in the column entitled
"Amount Tendered." A newly issued certificate for the number of Old Notes
submitted but not tendered will be sent to such Holder as soon as practicable
after the Expiration Date. All Old Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. To withdraw
a tender of Old Notes in the Exchange Offer, a written or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at
its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number
or number of such Old Notes), (iii) contain a statement that such Holder is
withdrawing its election to have such Old Notes exchanged, (iv) be signed by
the Holder in the same manner as the original signature on the Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer
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sufficient to have the Trustee with respect to the Old Notes register the
transfer of such Old Notes in the name of the person withdrawing the tender
and (v) specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by Continental, whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of
the Exchange Offer and no New Notes will be issued with respect thereto
unless the Old Notes so withdrawn are validly retendered. Any Old Notes which
have been tendered but which are not accepted for exchange will be returned
to the Holder thereof without cost to such Holder as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described herein at any time prior to the business day prior to
the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is
signed by the registered Holder(s) of the Old Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of
certificates without alteration, enlargement or any change whatsoever.
If tendered Old Notes are registered in the name of the signer of the
Letter of Transmittal and the New Notes to be issued in exchange therefor are
to be issued (and any untendered Old Notes are to be reissued) in the name of
the registered Holder (including any participant in The Depository Trust
Company (also referred to as a book-entry facility) whose name appears on a
security listing as the owner of Old Notes), the signature of such signer
need not be guaranteed. In any other case, the tendered Old Notes must be
endorsed or accompanied by written instruments of transfer in form
satisfactory to Continental and duly executed by the registered Holder and
the signature on the endorsement or instrument of transfer must be guaranteed
by an eligible guarantor institution which is a member of one of the
following recognized signature guarantee programs (an "Eligible
Institution"): (i) The Securities Transfer Agents Medallion Program (STAMP),
(ii) The New York Stock Exchange Medallion Signature Program (MSF), or (iii)
The Stock Exchange Medallion Program (SEMP).
If the New Notes or Old Notes not exchanged are to be delivered to an
address other than that of the registered Holder appearing on the note
register for the Old Notes, the signature in the Letter of Transmittal must
be guaranteed by an Eligible Institution.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
If any of the Old Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Old Notes.
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When this Letter of Transmittal is signed by the registered Holder or
Holders of Old Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required.
If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of the Old Notes listed, such Old Notes must be
endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to Continental and duly executed by the
registered Holder or Holders, in either case signed exactly as the name or
names of the registered Holder or Holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and, unless waived by Continental, proper evidence
satisfactory to Continental of their authority so to act must be submitted.
4. TRANSFER TAXES. Continental shall pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes, or Old Notes for principal
amounts not tendered or accepted for exchange, are to be delivered to, or are
to be issued in the name of, any person other than the registered Holder of
the Old Notes tendered hereby, or if a transfer tax is imposed for any reason
other than the exchange of Old Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered Holder
or any other person) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly
to such tendering Holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
5. WAIVER OF CONDITIONS. Continental reserves the absolute right to
waive, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating
to the procedure for tendering and other questions relating to the Exchange
Offer, as well as requests for assistance or additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent at the address and telephone number set forth above and in the
Prospectus.
8. IRREGULARITIES. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of Letters of
Transmittal or Old Notes will be resolved by Continental, whose determination
will be final and binding. Continental reserves the absolute right to reject
any or all Letters of Transmittal or tenders that are not in proper form or
the acceptance of which would, in the opinion of Continental's counsel, be
unlawful. Continental also reserves the right to waive any irregularities or
conditions of tender as to the particular Old Notes covered by any Letter of
Transmittal or tendered pursuant to such Letter of Transmittal.
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None of Continental, the Exchange Agent or any other person will be under any
duty to give notification of any defects or irregularities in tenders or
incur any liability for failure to give any such notification. Continental's
interpretation of the terms and conditions of the Exchange Offer shall be
final and binding.
9. DEFINITIONS. Capitalized terms used in this Letter of Transmittal
and not otherwise defined have the meanings given in the Prospectus.
10. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
Holder of any Old Notes which are accepted for exchange must provide
Continental (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a Holder who is an individual, is his or her
social security number. If Continental is not provided with the correct TIN,
the Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. (If withholding results in an over-payment of taxes, a refund may be
obtained.) Certain Holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements; however, these Holders still must submit the
Substitute Form W-9. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each tendering Holder must provide such
Holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such Holder is awaiting
a TIN), and that (i) the Holder has not been notified by the Internal Revenue
Service that such Holder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to
backup withholding. The Form must be signed, even if the Holder is exempt
from backup withholding. If the Old Notes are registered in more than one
name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for information on which TIN to report.
Continental reserves the right in its sole discretion to take whatever
steps are necessary to comply with its obligation regarding backup
withholding.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.
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