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EXHIBIT 4.5(b)
[CONFORMED COPY]
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of December 24, 1996 to the Amended and Restated
Credit Agreement dated as of May 30, 1995 (as heretofore amended, the
"Agreement") among Cabot Oil & Gas Corporation, the Banks listed on the
signature pages thereof and Xxxxxx 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 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 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. Amendment of the Agreement. The Agreement is amended as
follows:
(a) The phrases "not less than 60 days prior to such Extension Date" and
"within 30 days prior to such Extension Date" appearing in Section 2.13
are changed to "not later than April 15 preceding such Extension Date"
and "not later than May 15 preceding such Extension Date", respectively.
(b) The dates "April 1" and October 1" appearing in Section 5.09(a) are
changed to "March 15" and "September 15", respectively and the phrase
"commencing October 1, 1995," appearing in Section 5.09(a) is deleted.
(c) The number "60" appearing in Section 5.10(b)(ii) is changed to "30".
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(d) Section 5.13 is amended to read in its entirety as follows:
"The Annual Coverage Ratio will at no time be less than 2.8:1.
For this purpose:
"Annual Coverage Ratio" means at any date the ratio of
Consolidated Cash Flow to Consolidated Interest Expense for the
period of four consecutive fiscal quarters most recently ended
on or prior to such date."
"Consolidated Cash Flow" means, for any period, the net cash
from operating activities of the Borrower and its Consolidated
Subsidiaries for such period, as the same is, or would in
accordance with generally accepted accounting principles be set
forth in a statement of cash flows for such period, plus to the
extent deducted in determining such net cash from operating
activities, the sum of (i) consolidated interest charges
incurred by the Borrower and its Consolidated Subsidiaries
during such period and (ii) income tax expense.
"Consolidated Interest Expense" means, for any period, the
interest expense of the Borrower and its Consolidated
Subsidiaries determined on a consolidated basis for such period
in accordance with generally accepted accounting principles.
(e) The text of Section 5.14 is deleted in its entirety.
SECTION 3. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 4. 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 duly executed counterparts hereof signed by the
Borrower and the Required Banks (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
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confirmation from such party of execution of a counterpart hereof by such
party).
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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 Xxxxx X. Xxxxxxxxx
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Title: Assistant Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By Xxxx X. Xxxxxxx, Xx.
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Title:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By Xxxx Xxxxxxx
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Title:
NATIONSBANK OF TEXAS, N.A.
By Xxxxxxx X. Xxxxxx
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Title:
THE FIRST NATIONAL BANK OF
BOSTON
By Xxxxxxxx Xxxx
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Title:
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THE BANK OF MONTREAL
By /s/ XXXXXX X. XXXXXXX
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Title: Director
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ XXXX X. XXXXXXX, XX.
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Title: Associate
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