Item 1.01 Entry into a Material Definitive Agreement.
Term Loan Agreement
On
The Term Loan Agreement contains customary covenants and restrictive provisions
which may, among other things, (i) restrict the ability of the Company and its
Restricted Subsidiaries to create or incur liens or engage in sale and leaseback
transactions, (ii) limit the amount of debt that can be incurred by the
subsidiaries of the Company that do not guarantee the Term Loan Credit Facility
and (iii) restrict the ability of the Company to merge or consolidate in a
transaction where the Company is not the surviving entity (provided that the
Company may enter into such transaction subject to conditions set forth in the
Term Loan Agreement) or sell all or substantially all of its assets.
Additionally, the Term Loan Agreement also contains a financial covenant that
requires the Company to maintain a net debt to total capitalization ratio that
does not exceed 0.65 to 1.0. The Term Loan Agreement also contains a change in
control provision under which an Event of Default would occur if (a) prior to
the Merger Closing Date (as defined in the Term Loan Agreement), any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than the
The Term Loan Agreement provides for borrowings of either, at the Company's
option, alternate base rate loans or SOFR loans. Alternate base rate loans bear
interest at a rate per annum equal to the greatest of (a) the reference rate as
publicly announced from time to time by
The Term Loan Agreement includes events of default relating to customary
matters, including, among other things, nonpayment of principal, interest or
other amounts; failure to observe or perform covenants; inaccuracy of
representations and warranties in any material respect; cross-payment default
with respect to payments in excess of
The above description of the material terms and conditions of the Term Loan Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Facility, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Amendment No. 2 to Revolving Credit Agreement
On
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that certain Amendment No. 1 and Agreement, dated as of
The above description of the material terms and conditions of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 10.1 Term Loan Agreement, dated as ofNovember 10, 2022 , by and amongContinental Resources, Inc. , as borrower, andMUFG Bank, LTD. , as administrative agent, and the banks and other financial institutions party thereto as lenders. 10.2 Amendment No. 2 to Revolving Credit Agreement, dated as ofNovember 10, 2022 , by and among (i)Continental Resources, Inc. , as borrower, (ii)Banner Pipeline Company, L.L.C. ,CLR Asset Holdings, LLC ,The Mineral Resources Company ,Continental Innovations LLC ,SCS1 Holdings LLC ,Jagged Peak Energy LLC andParsley SoDe Water LLC , as guarantors, (iii)MUFG Bank, LTD. , as administrative agent, and (iv) the banks and other financial institutions party thereto as lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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