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EXHIBIT 4.5(d)
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of October 29, 1993 among CABOT OIL & GAS
CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a
Credit Agreement dated as of January 15, 1990, as amended and restated by an
Amended and Restated Credit Agreement dated as of December 10, 1990 and as
amended by Amendment No. 1 dated February 14, 1992 and as amended by Amendment
No. 2 dated May 28, 1993 and as amended by Amendment No. 3 dated June 11, 1993
(the "Existing Agreement"); and
WHEREAS, the parties hereto desire to amend the Existing
Agreement as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Existing Agreement shall have the meaning assigned to such term in the Existing
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Existing Agreement shall from and
after the date hereof refer to the Existing Agreement as amended hereby.
SECTION 2. Amendment of Section 2.05 of the Existing Agreement.
(a) The definition of "CD Margin" contained in Section 2.05(b)
of the Existing Agreement is amended and restated to read as follows:
"CD Margin" means (i) .875% prior to June 1, 1997, (ii)
1.125% on or after June 1, 1997 and prior to June 1,
2001, and (iii) 1.375% on and after June 1, 2001.
(b) The definition of "Euro-Dollar Margin" contained in
Section 2.05(c) of the Existing Agreement is amended and restated to read as
follows:
"Euro-Dollar Margin" means (i) .75% prior to June 1,
1997,
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(ii) 1% on and after June 1, 1997 and prior to June 1,
2001, and (iii) 1.25% on and after June 1, 2001.
SECTION 3. New Bank; Changes in Commitments. With effect from
and including the date this Amendment becomes effective in accordance with
Section 6 hereof, (i) each Bank listed on the signature pages hereof which is
not a party to the Existing Agreement shall become a Bank party to the Existing
Agreement, (ii) the aggregate amount of the Commitments of the Banks shall be
increased from $150,000,000 to $210,000,000, (iii) the Commitment of each Bank
shall be the amount set forth opposite the name of such Bank on the signature
pages hereof, as such amount may be reduced from time to time pursuant to
Section 2.07(b) of the Existing Agreement, and (iv) the signature pages of the
Existing Agreement are hereby amended in accordance with the foregoing
provisions of this Section 3.
SECTION 4. Repayment of Loans. The Borrower shall repay each
Base Rate Loan and each Fixed Rate Loan outstanding on the date this Amendment
becomes effective in accordance with Section 6 hereof (the "Amendment Effective
Date"), on the Amendment Effective Date, in the case of any Base Rate Loan, and
on the last date of the current Interest Period applicable to such Loan, in the
case of any Fixed Rate Loan. If the Borrower elects to reborrow the amounts so
repaid on any such date, any such Borrowing shall be ratably allocated to the
Banks according to the Commitments after giving effect to this Amendment.
SECTION 5. NEW YORK LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received:
(i) duly executed counterparts hereof signed by the Borrower
and each of the Banks listed on the signature pages hereto (or, in the case of
any party as to which an executed counterpart shall not have been received, the
Agent shall have received telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party); and
(ii) a duly executed Note for Citibank N.A., dated as of a
date on or before the date of effectiveness hereof and otherwise in compliance
with Section 2.03 of the Existing Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to Credit Agreement to be duly executed as of the date first
above written.
CABOT OIL & GAS CORPORATION
By: /s/ JOHN U. CLARKE
John U. Clarke
Executive Vice President and
Chief Financial Officer
Commitments
$17,500,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ PHILIP W. MCNEAL
Title: VICE PRESIDENT
$17,500,000 J.P. MORGAN DELAWARE
By: /s/ PHILIP S. WITGERS
Title: VICE PRESIDENT
$35,000,000 TEXAS COMMERCE BANK, N.A.
By: /s/ LORI VETTERS
Title: VICE PRESIDENT
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$35,000,000 NATIONS BANK OF TEXAS, N.A.
By: /s/ KRISTEN B. PALMER
Title: VICE PRESIDENT
$35,000,000 THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ MICHAEL CANE
Title: MANAGING DIRECTOR
$35,000,000 THE CHASE MANHATTAN BANK,
NATIONAL ASSOCIATION
By: /s/ BETTYLOU J. ROBERT
Title: VICE PRESIDENT
$35,000,000 CITIBANK, N.A.
By: /s/ EDWARD LETTIERI
Title: Vice President
Total Commitments
$210,000,000
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ PHILIP W. MCNEAL
Title: VICE PRESIDENT
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