SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 22, 2003
CONTINENTAL RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-61547 73-0767549
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
302 North Independence
Enid, Oklahoma 73701
(Address of principal executive offices) (Zip Code)
(580) 233-8955
(Registrant's telephone number, including area code)
Item 5. Other Events and Required FD Disclosure.
On October 22, 2003, Continental Gas, Inc. ("Gas"), a wholly owned
subsidiary of Continental Resources Corporation ("Resources"), closed on a new
$35.0 million secured credit facility consisting of a senior secured term loan
facility of up to $25.0 million, and a senior secured revolving credit facility
of up to $10.0 million (individually, the "Term Loan Facility" and the
"Revolving Loan Facility" and, collectively, the "Credit Facility"). The initial
advance under the Term Loan Facility was $17.0 million and no funds were
initially advanced under the Revolving Loan Facility. Advances under either
facility can be made, at the borrower's election, as reference rate loans or
LIBOR loans and, with respect to LIBOR loans, for interest periods of one, two,
three or six months. Interest is payable on reference rate loans monthly and on
LIBOR loans, at the end of the applicable interest period. The principal amount
of the Term Loan Facility is to be amortized on a quarterly basis through June
30, 2006, the final payment being due September 30, 2006. The amount available
under the Revolving Loan Facility may be borrowed, repaid and reborrowed until
maturity on September 30, 2006. Interest on reference rate loans is calculated
with reference to a rate equal to the higher of the reference rate of Union Bank
of California, N.A. or the federal funds rate plus 0.5% (the "Reference Rate").
Interest on LIBOR loans is calculated with reference to the London interbank
offered interest rate (the "LIBOR Rate"). Interest accrues at the Reference Rate
or the LIBOR Rate, as applicable, plus, in either case, the applicable margin.
The applicable margin is based on the then current senior debt to EBITDA ratio.
The Credit Facility contains certain covenants, including covenants requiring
that:
o Gas maintain a certain interest charge coverage ratio;
o Gas maintain a certain fixed charge coverage ratio;
o Gas not exceed specified debt senior levels.
In addition, the Credit Agreement limits the ability of Gas to, among other
things:
o Incur indebtedness;
o Engage in certain mergers and consolidations, liquidations and dissolutions
o Engage is certain asset sales;
o Make loans to others; and
o Make investments and acquisitions, with certain exceptions.
The Credit Agreement requires certain mandatory prepayments of 75% of
excess cash flow.
The Credit Facility is secured by a pledge of all the assets of Gas. A copy
of the Credit Agreement is attached hereto as Exhibit 4.3.
On October 22, 2003, Resources and the Administrative Agent for the lender
banks under the Fourth Amended and Restated Credit Agreement dated March 28,
2002, as amended, entered into a Second Amendment to such Credit Agreement by
deleting Gas as a guarantor of Resources' obligations under such Credit
Agreement. The borrowing base under the Second Amendment to the Credit Agreement
was revised to $145.0 million and the $17.0 million advance to Gas was used to
reduce the outstanding balance of Resources credit facility.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
No. Description
--- -----------
4.1.5 Second Amendment dated October 22, 2003, to Fourth Amended and
Restated Credit Agreement dated March 28, 2002, among the Registrant,
Union Bank of California, N.A., Guaranty Bank, FSB and Fortis Capital
Corp.
4.3 Credit Agreement by and among Continental Gas, Inc. and Union Bank of
California, N.A., as administrative agent for the lenders, dated
October 22, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONTINENTAL RESOURCES, INC.
By: ROGER CLEMENT
Roger Clement, Senior Vice President and
Chief Financial Officer
October 31, 2003
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
4.1.5 Second Amendment dated October 22, 2003, Filed herewith electronically
to Fourth Amended and Restated Credit
Agreement dated March 28, 2002, among
the Registrant, Union Bank of
California, N.A., Guaranty Bank, FSB and
Fortis Capital Corp.
4.3 Credit Agreement by and among Filed herewith electronically
Continental Gas, Inc. and Union Bank of
California, N.A., as administrative
agent for the lenders, dated October 22,
2003.