0 THE CHASE MANHATTAN BANK, NATIONAL ASSOCIATION By /s/ Kevin S. Keaton --------------------------- Title: Vice President $0 CITIBANK, N.A. By /s/ Arezoo Jafari --------------------------- Title: Assistant Vice President Total Commitments $235,000,000...
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EXHIBIT 4.5(a)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 15, 1995 to the Amended and Restated
Credit Agreement dated as of May 30, 1995 (the "Agreement") among Cabot Oil &
Gas Corporation, the Banks listed on the signature pages thereof and ▇▇▇▇▇▇
Guaranty Trust Company of New York, as Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement to add the
New Bank as a party to the Agreement as amended hereby and to provide for
changes in the respective Commitments of the Banks;
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 Agreement shall
have the meaning assigned to such term in the Agreement. Each reference
therein to "this Agreement", "hereof", "hereunder", "herein" and "hereby" and
each similar reference contained in the Agreement shall from and after the
date hereof refer to the Agreement as amended hereby.
SECTION 2. New Bank; Changes in Commitments. With effect from and
including the date this Amendment becomes effective in accordance with Section
5 hereof, (i) each Person listed on the signature pages hereof which is not a
party to the Agreement (a "New Bank") shall become a Bank party to the
Agreement and (ii) the Commitment of each Bank shall be the amount set forth
on the signature pages hereof. Any Bank whose Commitment is changed to zero
shall upon such effectiveness cease to be a Bank party to the Agreement (a
"Departing Bank"), and all accrued fees and other amounts payable under the
Agreement for the account of such Bank shall be due and payable on such date;
provided that the provisions of Section 9.03 of the Agreement shall continue
to inure to the benefit of each such Bank. Each Departing Bank agrees that
upon the effectiveness of this Amendment, the Note dated May 30, 1995 payable
to such Departing Bank shall be cancelled and such Departing Bank shall
promptly deliver such Note to the Borrower.
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SECTION 3. Transition Mechanics. To facilitate the changes in the
Commitments effected hereby, the parties agree as follows:
(i) any Interest Period under the Agreement commencing on or after
August 21, 1995 and prior to September 15, 1995 which would otherwise
end after September 15, 1995 shall instead end on September 15, 1995;
(ii) subject to Section 2.11 of the Agreement, the Borrower shall
prepay all outstanding Loans under the Agreement, together with accrued
interest thereon, on September 15, 1995; and
(iii) subject to the applicable conditions in Section 3.02 of the
Agreement, the Borrower may to the extent it determines necessary
borrow from the Banks in proportion to their Commitments as modified
hereby to fund such prepayment.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. 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
(i) the Agent shall have received duly executed counterparts hereof signed by
each of the parties 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) the Agent shall have
received a duly executed Note for each New Bank (a "New Note"), dated on or
before the date of effectiveness hereof and otherwise in compliance with
Section 2.05 of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CABOT OIL & GAS CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President and
Chief Financial Officer
Commitments:
$47,000,000 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
$47,000,000 TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
$47,000,000 NATIONSBANK OF TEXAS, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Vice President
$47,000,000 THE FIRST NATIONAL BANK OF
BOSTON
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
Title: Managing Director
$47,000,000 THE BANK OF MONTREAL
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
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$0 THE CHASE MANHATTAN BANK,
NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Vice President
$0 CITIBANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Assistant Vice President
Total Commitments
$235,000,000
============
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
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