Exhibit 4.4.1
CONSOLIDATED REVOLVING NOTE
$25,000,000.00 Oklahoma City, Oklahoma April 21, 2000
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 MIDFIRST BANK, a federally chartered savings
association (the "Bank") at the offices of MIDFIRST BANK (the
"Agent") in Oklahoma City, Oklahoma, the principal sum of TWENTY-
FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) 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 any office of
Agent within the State of Oklahoma, 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 of even date herewith 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 Xxxxxxxxx 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 consolidates and replaces (but does not extinguish)
all "Revolving Notes" executed pursuant to that certain Restated
Credit Agreement dated May 14, 1998 by and between the undersigned
and Bank One, Oklahoma, N.A. and all other financial institutions
executing such Restated Credit Agreement and which such notes are
currently held by Bank One, Oklahoma, N.A., Bank of Oklahoma, N. A.
Meespierson Capital Corp., National Bank of Canada, General
Electric Capital Corporation, Chase Bank of Texas, N. A., and Bank
of Scotland.
EXECUTED as of the date and year first above written.
Borrower:
CONTINENTAL RESOURCES, INC.
an Oklahoma corporation
By: XXXXXX XXXX
Xxxxxx Xxxx, President
CONTINENTAL GAS, INC.
an Oklahoma corporation
By: XXXXX XXXXXX
Xxxxx Xxxxxx, President
