|
Exhibit 4.9
(a)
FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) dated as of the
10th day of December, 2004, by and among CABOT OIL & GAS
CORPORATION (“ Borrower ”), FLEET NATIONAL BANK,
as Administrative Agent, and the Banks party hereto.
W I T N E S S E T
H:
WHEREAS, Borrower,
Administrative Agent and Banks named therein entered into that
certain Credit Agreement dated as of October 28, 2002 (the
“Original Agreement”) for the purposes and
consideration therein expressed; and
WHEREAS, Borrower,
Administrative Agent and Banks desire to amend the Original
Agreement for the purposes described herein;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained herein and in the Original Agreement, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
ARTICLE I. —
Definitions and References
§ 1.1. Terms Defined
in the Original Agreement . Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings
whenever used in this Amendment.
§ 1.2. Other Defined
Terms . Unless the context otherwise requires, the following
terms when used in this Amendment shall have the meanings assigned
to them in this § 1.2.
“ Amendment
” means this First Amendment to Credit Agreement.
“ Credit
Agreement ” means the Original Agreement as amended
hereby.
ARTICLE II. —
Amendments
§ 2.1.
Definitions . The definitions of “Commitment”,
“Required Banks” and “Termination Date” set
forth in Section 1.01 of the Original Agreement are hereby amended
in their entirety to read as follows:
“ Commitment
” means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the Commitment Schedule as its
Commitment, as such amount may be increased or reduced from time to
time pursuant to Section 2.07 or increased or reduced by reason of
an assignment pursuant to Section 9.06, or the obligation of such
Bank to make Loans pursuant to Section 2.01 not to exceed such
amount, as the context may require, and “ Commitments
” means the aggregate Commitments of all of the
Banks.
1
“ Required Banks
” means at any time Banks more than 50% of the aggregate
amount of the Commitments then in effect, or, if the Commitments
shall have been terminated, holding Notes evidencing more than 50%
of the aggregate principal amount of the Loans and LC Obligations
then outstanding.
“ Termination
Date ” means December 10, 2009, or if such date is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business
Day.
Section 1.01 of the Original
Agreement is further amended by adding a new definition of
“Commitment Schedule”, immediately following the
definition of “Commitment”, to read as
follows:
“ Commitment
Schedule ” means the schedule annexed hereto denominated
as such.
§ 2.2. Increase in
Aggregate Commitments . Section 2.07 of the Original Agreement
is hereby amended in its entirety to read as follows:
S ECTION 2.07.
Increase, Termination or Reduction of
Commitments.
(a) Optional Increase.
Borrower shall have the right, without the consent of the Banks but
with the prior approval of the Administrative Agent, not to be
unreasonably withheld, to cause from time to time an increase in
the aggregate Commitments by adding to this Agreement one or more
additional Banks or by allowing one or more Banks to increase their
respective Commitments; provided however (i) no Default shall have
occurred hereunder which is continuing, (ii) no such increase shall
result in the aggregate Commitments to exceed $350,000,000, and
(iii) no Bank’s Commitment shall be increased without such
Bank’s consent. Upon any increase in the aggregate
Commitments pursuant to the immediately preceding sentence, the
Banks hereby authorize the Administrative Agent and the Borrower to
make non-ratable borrowings and prepayments of the Loans, and if
any such prepayment requires the payment of Euro-Dollar Loans,
Borrower shall pay any required amounts pursuant to Section 2.11
other than on the last day of the applicable Interest Period, in
order to ensure that the Loans of the Banks shall be outstanding on
a ratable basis in accordance with their respective Commitments
after taking into account such increase, and no such borrowing or
prepayment shall violate any provisions of this
Agreement.
(b) Mandatory
Termination . The Commitments shall terminate on the
Termination Date.
(c) Optional Termination
or Reduction . The Borrower may, upon at least three Domestic
Business Days’ notice to the Administrative Agent, (i)
terminate the Commitments at any time, if no Loans are outstanding
at such time or (ii) ratably reduce from time to time by an
aggregate amount of $5,000,000 or any larger multiple thereof, the
aggregate amount of the Commitments in excess of the aggregate
outstanding principal amount of the Loans.
2
§ 2.3. Mandatory
Prepayments . The second sentence of Section 2.09(b) of the
Original Agreement is hereby amended in its entirety to read as
follows:
Borrower shall,
contemporaneously with any asset sale, transfer or disposition
permitted under Section 5.12, apply the net cash proceeds of such
sale, transfer or disposition to reduce any Debt Limit Excession
resulting from any concurrent reduction in the Debt Limit pursuant
to Section 5.10(b)(iii).
Section 2.09(b)(ii) of the
Original Agreement is hereby amended in its entirety to read as
follows:
(ii) prepay the principal of
the Loans in up to six monthly installments in an aggregate amount
at least equal to such Debt Limit Excession, with each such
installment equal to or in excess of one-sixth of such Debt Limit
Excession, and with the first such installment to be paid one month
after the giving of such notice and the subsequent installments to
be due and payable at one month intervals thereafter until such
Debt Limit Excession has been eliminated, or
§ 2.4. Debt Limit
. Clause (B) of the first sentence of Section 5.10(b)(ii) of the
Original Agreement is hereby amended in its entirety to read as
follows:
(B) at any one time during
any 12-month period, if the Required Banks so elect by notice to
the Borrower and the Administrative Agent, and, in either such
case, notify such proposed Debt Limit to each of the other
Banks.
§ 2.5. Deletion of
Asset Coverage Ratio . Section 5.13(b) of the Original
Agreement is hereby deleted in its entirety.
§ 2.6. Commodity
Hedges . Section 5.19 of the Original Agreement is hereby
amended in its entirety to read as follows:
S ECTION 5.19.
Commodity Hedges and Interest Rate Protection Agreements .
The Borrower will not, and will not permit any Subsidiary to, be a
party to or be bound by any Commodity Hedge or interest rate
protection agreement, other than (a) to hedge or mitigate risks to
which the Borrower or such Subsidiary has actual or projected
exposure, (b) as to interest rate protection agreements, to
effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or
otherwise) or any other agreements or arrangements designed to
protect such Person against fluctuations in interest rates with
respect to any interest-bearing liability or investment of the
Borrower or such Subsidiary and (c) as permitted under the risk
management policies approved by the Borrower’s Board of
Directors from time to time and not subjecting the Borrower or any
Subsidiary to material speculative risks.
§ 2.7. Pricing
Schedule . The Pricing Schedule attached to the Original
Agreement is hereby amended in its entirety to read as set forth on
the Pricing Schedule attached hereto.
3
§ 2.8. Commitment
Schedule . The Original Agreement is hereby amended by adding a
Commitment Schedule immediately following the Pricing Schedule, to
read as set forth on the Commitment Schedule attached
hereto.
§ 2.9. New Debt
Limit . Borrower has requested that the Banks redetermine the
Debt Limit. Accordingly, pursuant to Section 5.10(b)(ii)(B) of the
Credit Agreement, the Banks hereby approve, and the Administrative
Agent hereby designates, a new Debt Limit of $530,000,000,
effective as of the date hereof and continuing until but not
including the next date as of which the Debt Limit is
redetermined.
§ 2.10. New Bank
. Upon its execution and as of the effectiveness hereof, Bank of
Scotland shall be a party to the Credit Agreement and shall have
the rights and obligations of a Bank thereunder. In connection
therewith, upon the effectiveness hereof, Borrower, Administrative
Agent and Banks shall (i) make adjustments to the outstanding
principal amount of all Loans (but not any interest accrued thereon
prior to the date hereof or any accrued commitment fees under the
Credit Agreement prior to the date hereof), including the borrowing
of additional L
| 
