Amendment No. 1 to the Sixth Amended and Restated Credit Agreement



 Exhibit 10.15 
 AMENDMENT NO. 1 
 This AMENDMENT NO. 1 (the “Agreement”) dated as of April 17,
2007 (the “Effective Date”) is among Continental Resources, Inc., an Oklahoma corporation (“Borrower”), the Lenders (as defined below), and Union Bank of California, N.A., as Administrative Agent and as Issuing Lender (as each
such terms are defined below). 
 RECITALS 
 A. The Borrower is party to that certain Sixth Amended and Restated Credit Agreement dated as of April 12, 2006, (as amended, modified or supplemented from time to time, the “Credit Agreement”) among
the Borrower, the lenders party thereto from time to time (the “Lenders”), and Union Bank of California, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the
“Issuing Lender”). 
 B. The Borrower, the Lenders, the Issuing Lender and the Administrative Agent wish to, subject to the terms
and conditions of this Agreement, increase the Borrowing Base as provided herein. 
 THEREFORE, the Borrower, the Lenders, the Administrative
Agent and the Issuing Lender hereby agree as follows: 
 Section 1. Defined Terms. As used in this Agreement, each of the
terms defined in the opening paragraph and the Recitals above shall have the meanings herein assigned. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement,
unless expressly provided to the contrary. 
 Section 2. Other Definitional Provisions. Article, Section, Schedule, and
Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents,
contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this
Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement. 
 Section 3. Increase in the Borrowing Base. Subject to the terms of this Agreement, the Lenders, the Borrower, the Administrative Agent
and the Issuing Lender hereby agree that as of the Effective Date, the Borrowing Base shall be $600,000,000 and such Borrowing Base shall remain in effect at that level until the Borrowing Base is redetermined or reduced in accordance with the
Credit Agreement, as amended hereby. 
 Section 4. Borrower Representations and Warranties. The Borrower represents and
warrants that: (a) the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents, are true and correct in all material respects on and as of
the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material
respects as of such earlier date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by
appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection
with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents. 
 Section 5. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the
Guaranty Agreement are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or
otherwise, all of the Obligations (subject to the terms of the Guaranty Agreement), as such Obligations may have been amended by this Amendment. Each Guarantor hereby acknowledges that its execution and delivery of this Amendment does not indicate
or establish an approval or consent requirement by the Guarantors under the Guaranty Agreement in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents. 
 Section 6. Conditions to Effectiveness. This Agreement and the increase in the Borrowing Base provided herein shall become effective
on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent: 
 (a) The
Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the
Administrative Agent, the Issuing Lender and the Lenders. 







 (b) The Administrative Agent shall have received all requested Security Instruments, lien releases, title
opinions and other title due diligence material satisfactory to it evidencing the title to the Oil and Gas Properties that are to be considered in determining the Borrowing Base. 
 (c) No Default shall have occurred and be continuing as of the Effective Date. 
 (d) The representations and warranties in this Agreement shall be true and correct in all material respects. 
 (e) The Borrower shall have paid all costs and expenses which have been invoiced and are payable pursuant to Section 9.03(a) of the Credit
Agreement. 
 Section 7. Acknowledgments and Agreements. 
 (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. 
 (b) The Administrative Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan
Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan
Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, the Issuing Lender or any Lender to collect the full
amounts owing to them under the Loan Documents. 
 (c) Each of the Borrower, the Administrative Agent, the Issuing Lender and the Lenders
does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and agrees that its
liabilities and obligations under the Credit Agreement, as amended hereby, are not impaired in any respect by this Agreement. 
 (d) From and
after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. 
 (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. 
 Section 8. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by
facsimile signature and all such signatures shall be effective as originals. 
 Section 9. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement. 
 Section 10. Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. 
 Section 11. Governing
Law. This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Texas. 
 Section 12. Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO. 
 THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 







 EXECUTED effective as of the date first above written. 
  

					
	BORROWER:	 	CONTINENTAL RESOURCES, INC.
			
		 	By:	 	 /s/ JOHN HART

		 	Name:	 	 John Hart

		 	Title:	 	 CFO










					
	 ADMINISTRATIVE AGENT/
 ISSUING
LENDER/LENDER:
	 	UNION BANK OF CALIFORNIA, N.A.,
		 	as Administrative Agent, Issuing Lender and a Lender
			
		 	By:	 	 /s/ SEAN MURPHY

		 	Name:	 	 Sean Murphy

		 	Title:	 	 Vice President










					
		 	GUARANTY BANK, FSB
			
		 	By:	 	 /s/ CHRISTOPHER S. PARADA

		 	Name:	 	 Christopher S. Parada

		 	Title:	 	 Senior Vice President










					
		 	FORTIS CAPITAL CORP.
			
		 	By:	 	 /s/ MICHELE JONES

		 	Name:	 	 Michele Jones

		 	Title:	 	 Senior Vice President

			
		 	By:	 	 /s/ DARRELL HOLLEY

		 	Name:	 	 Darrell Holley

		 	Title:	 	 Managing Director










					
		 	THE ROYAL BANK OF SCOTLAND plc
			
		 	By:	 	 /s/ LUCY WALKER

		 	Name:	 	 Lucy Walker

		 	Title:	 	 Vice President










					
		 	U.S. BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ MARK E. THOMPSON

		 	Name:	 	 Mark E. Thompson

		 	Title:	 	 Senior Vice President










					
		 	BANK OF SCOTLAND, a Scottish Banking Corporation acting through its New York Branch
			
		 	By:	 	 /s/ KAREN WEICH

		 	Name:	 	 Karen Weich

		 	Title:	 	 Vice President










					
		 	NATEXIS
			
		 	By:	 	 /s/ DONAVAN C. BROUSSARD

		 	Name:	 	 Donavan C. Broussard

		 	Title:	 	 Managing Director

			
		 	By:	 	 /s/ LOUIS P. LAVILLE, III

		 	Name:	 	 Louis P. Laville, III

		 	Title:	 	 Managing Director










					
		 	STERLING BANK
			
		 	By:	 	 /s/ DAVID W. PHILLIPS

		 	Name:	 	 David W. Phillips

		 	Title:	 	 Senior Vice President










					
		 	CAPITAL ONE, N.A.
			
		 	By:	 	 /s/ ERIC BROUSSARD

		 	Name:	 	 Eric Broussard

		 	Title:	 	 Senior Vice President










					
		 	TEXAS CAPITAL BANK, N.A.
			
		 	By:	 	 /s/ JOHN E. DAVIS

		 	Name:	 	 John E. Davis

		 	Title:	 	 Senior Vice President










					
		 	For Purposes of Section 5 Only.
		
		 	GUARANTOR:
		
		 	BANNER PIPELINE COMPANY LLC
			
		 	By:	 	 /s/ SUE ANN HAMM

		 	Name:	 	 Sue Ann Hamm

		 	Title:	 	 Crude Oil Manager