Exhibit 10.1


 





 



 


FIRST AMENDMENT


 


TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of June 17, 2021


 


among


 


CABOT OIL & GAS CORPORATION,

as Borrower, 


 


the Lenders party hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 







 



 


JPMORGAN CHASE BANK, N.A.


and

MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED,


as Joint-Lead Arrangers and Joint Bookrunners


 





 



 




MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED,

as Syndication Agent,


 


and


 


BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, HOUSTON
BRANCH, CITIBANK, N.A., COMPASS BANK, TORONTO DOMINION (NEW YORK) LLC, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, N.A., 


as Documentation Agents


 






    


     


    

 


FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 17, 2021, is entered into among
CABOT OIL & GAS CORPORATION, a Delaware corporation (the “Borrower”); certain of the Lenders referred to below;
and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity,
the “Administrative Agent”).


 


R E C I T A L S


 


A.       The
Borrower, the Administrative Agent and the lenders (collectively, the “Lenders”) party hereto are parties to that certain
Second Amended and Restated Credit Agreement dated as of April 22, 2019 (as amended, modified or otherwise supplemented to date, the “Credit
Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.


 


B.       The
Borrower has requested and Lenders constituting the Majority Lenders have agreed to amend certain provisions of the Credit Agreement as
set forth herein.


 


C.       Now,
therefore, to induce the Administrative Agent and Lenders constituting the Majority Lenders to enter into this Amendment and in consideration
of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


Section
1.               
Defined Terms. Each capitalized term used herein but not otherwise defined herein
has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all references to articles
or sections in this Amendment refer to articles or sections of the Credit Agreement.


 


Section
2.               
Amendments to Credit Agreement.


 


2.1             
Amendments to Section 1.02. 


 


(a)  
Section 1.02 of the Credit Agreement is hereby amended by adding the following defined
term thereto in the appropriate alphabetical location:


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.03.


 






    


     


    

 


“Benchmark”
means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election
or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the LIBO
Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause ‎(b) or clause ‎(c) of ‎Section
3.03.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date; provided that in the case of an Other Benchmark Rate Election,
 “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


(1)       the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)       the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)       the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar denominated syndicated credit
facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the
case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark
Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that
is used in lieu of a LIBOR-based rate in the relevant other dollar-denominated syndicated credit facilities; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition
Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall
revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause
(1) of this definition (subject to the first proviso above).


 


If the Benchmark
Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed
to be the Floor for the purposes of this Agreement and the other Loan Documents.


 






    3


     


    

 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)       for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order
below that can be determined by the Administrative Agent:


 


(a)       the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)       the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)       for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar denominated syndicated credit facilities at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark
Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent
determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of
administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).


 






    4


     


    

 


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:


 


(1)       in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement
or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component
used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component
thereof);


 


(2)       in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such
Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date;


 


(3)       in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders
and the Borrower pursuant to ‎Section 3.03(c); or


 


(4)       in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has
not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or
an Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election
or an Other Benchmark Rate Election, a applicable, from Lenders comprising the Majority Lenders.


 


For the
avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the
case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with
respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 






    5


     


    

 


“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to
such then-current Benchmark:


 


(1) a public statement
or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such
Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); or


 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a
specified future date will no longer be, representative.


 


For the avoidance
of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement
or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 3.03 and (y)
ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with ‎Section 3.03.


 






    6


     


    

 


“BHC Act
Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12
U.S.C. 1841(k)) of such party.


 


“Consolidated
Net Tangible Assets” means at any date of determination, the total amount of assets of the Borrower and its Subsidiaries (less
applicable depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts
under GAAP) after deducting therefrom:


 


(a)       all
current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor
thereon to a time more than twelve (12) months after the time as of which the amount thereof is being computed, and (ii) current maturities
of Total Debt);


 


(b)       the
value of all goodwill, trade names, trademarks, patents, and other like intangible assets,


 


all as set forth
on the Borrower’s consolidated balance sheet as of a date no earlier than the date of the Borrower’s latest available annual
or quarterly consolidated financial statements prepared in accordance with GAAP.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered
Entity” means any of the following:


 


(i)       a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)       a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)       a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning assigned to such term in Section 12.20.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by
the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for
determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 






    7


     


    

 


“Early
Opt-in Election” means, if the then current Benchmark is LIBO Rate, the occurrence of:


 


(1)       a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five (5) currently outstanding dollar denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and


 


(2)       the
joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision, as applicable, by
the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),
as in effect from time to time.


 


“FCA”
has the meaning assigned to such term in Section 1.06.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“First
Amendment Effective Date” means the Effective Date (as defined in that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of June 17, 2021 among the Borrower, the Lenders party thereto and the Administrative Agent.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.


 


“Other
Benchmark Rate Election” means, with respect to any Loan denominated in dollars, if the then-current Benchmark is the LIBO Rate,
the occurrence of:


 


(a) a request by
the Borrower to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower, dollar-denominated
syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate,
a term benchmark rate as a benchmark rate, and


 


(b) the Administrative
Agent, in its sole discretion, and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“Payment”
has the meaning assigned to such term in Section 11.08).


 


“Payment
Notice” has the meaning assigned to such term in Section 11.08.


 






    8


     


    

 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit
Support” has the meaning assigned to such term in ‎Section 12.20.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time
determined by the Administrative Agent in its reasonable discretion.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 


“Supported
QFC” has the meaning assigned to such term in Section 12.20.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition
Event.


 


“Term SOFR
Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the
Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate
Election), has previously occurred resulting in a Benchmark Replacement in accordance with ‎Section 3.03 that is not Term
SOFR.


 


“Total
Debt” means, in respect of any Person, all Debt incurred by such Person.


 






    9


     


    

 


“UK Financial
Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated
by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time
to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,
and certain affiliates of such credit institutions or investment firms.


 


“UK Resolution
Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of
any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“U.S. Special
Resolution Regimes” has the meaning assigned to such term in Section 12.20.


 


(b)  
Section 1.02 of the Credit Agreement is hereby further amended by amending and restating
the following defined terms in their entirety and replacing them with the following:


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Disqualified
Capital Stock” means any (a) preferred Equity Interest issued by a Restricted Subsidiary to a Person who at the time of
issuance was not the Borrower or another Wholly-Owned Subsidiary and (b) Equity Interest that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily
redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant
to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than
other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in
part, on or prior to the date that is ninety-one days after the earlier of (i) the Maturity Date and (ii) the date on which there
are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated, provided, however,
that any Equity Interest that would not constitute a Disqualified Capital Stock but for provisions thereof giving holders thereof
the right to require such Person to purchase or redeem such Equity Interest upon the occurrence of a “change of control”
occurring prior to the date that is ninety-one (91) days after the Maturity Date shall not constitute a Disqualified Capital Stock
if:


 






    10


     


    

 



 


(A)       the
 “change of control” provisions applicable to such Equity Interest are not more favorable to the holders of such Equity Interest
than the Change in Control provisions of this Agreement; and


 


(B)       any
such requirement only becomes operative after either (i) any Event of Default resulting from such Change in Control is waived or (ii)
the Revolving Credit Exposures are paid in full in cash and the Commitments terminated.


 


Notwithstanding
the preceding sentence, only the portion of such Equity Interest which so matures or is mandatorily redeemable or is so convertible or
exchangeable prior to the date that is ninety-one (91) days after the Maturity Date shall be so deemed a Disqualified Capital Stock.


 


“Guarantors” means
each Restricted Subsidiary that guarantees the Indebtedness pursuant to the Guaranty Agreement or otherwise in accordance with Section
8.12.


 


“Wholly-Owned
Subsidiary” means any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any directors’
qualifying shares mandated by applicable law or, solely with respect to Cimarex Energy Co., any preferred shares of Cimarex Energy Co.
issued pursuant to agreements in effect on the First Amendment Effective Date), on a fully-diluted basis, are owned by the Borrower or
one or more of the Wholly-Owned Subsidiaries or are owned by the Borrower and one or more of the Wholly-Owned Subsidiaries.


 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable
Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution
or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


 


(c)  
Section 1.02 of the Credit Agreement is hereby further amended by amending the definition
of “Permitted Senior Notes” to add the following sentence directly to the end of such definition:


 


For the avoidance of doubt, Permitted Senior Notes shall
not include any Debt of the type described in Section 9.02(e) (or any extension, refinancing, renewal or replacement thereof).


 


(d)  
Section 1.02 of the Credit Agreement is hereby further amended by deleting the definition
of “Material Domestic Subsidiary” in its entirety.


 






    11


     


    

 


2.2             
Amendment to Section 1.06. Section 1.06 of the Credit Agreement is hereby amended
by amending and restating it in its entirety and replacing it with the following:


 


Section 1.06    Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from
the London interbank offered rate. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest
rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently
discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the
rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the
U.K. Financial Conduct Authority (“FCA”) publicly announced that: immediately after December 31, 2021, publication
of the 1-week and 2-month U.S. dollar LIBOR settings will permanently cease; and immediately after June 30, 2023, the 1-month, 3-month
and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided
on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that
representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator
of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR
or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed
of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference
rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in
Election or an Other Benchmark Rate Election, Sections 3.03(b) and (c) provide a mechanism for determining an alternative
rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03(e), of any change to the
reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept
any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter
related to the LIBOR or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate
thereto, or replacement rate thereof (including, without limitation, (x) any such alternative, successor or replacement rate implemented
pursuant to Sections 3.03(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition
Event, an Early Opt-in Election or Other Benchmark Rate Election, and (y) the implementation of any Benchmark Replacement Conforming
Changes pursuant to Section 3.03(d)), including without limitation, whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of the LIBO Rate or have
the same volume or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as applicable) prior to its
discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions
that affect the calculation of any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant
adjustments thereto, in each case, in a manner adverse to the Borrower.2.3Amendment
to Section 3.03. Section 3.03 of the Credit Agreement is hereby amended by amending and restating it in its entirety and replacing
it with the following:


 


Section 3.03    Alternate Rate of
Interest.


 


(a)          
Subject to clauses (b), (c), (d), (e), (f) and (g) of this
 ‎Section 3.03, if prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)                
the Administrative Agent determines (which determination shall be conclusive absent manifest error), prior to the commencement
of any Interest Period for a Eurodollar Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such
Interest Period or payment period, as applicable; or


 


(ii)             
the Administrative Agent is advised by the Majority Lenders that, prior to the commencement of any Interest Period for a Eurodollar
Borrowing, the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable currency and such Interest Period or payment period,
as applicable, will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for the applicable currency and such Interest Period or payment period, as applicable;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective, (B) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing
shall be made as an ABR Borrowing and (C) if any Borrowing Request requests a Eurodollar Borrowing for the relevant rate above, then
such request shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings,
then all other Types of Borrowings shall be permitted. Furthermore, if any Eurodollar Loan is outstanding on the date of the
Borrower’s receipt of the notice from the Administrative Agent referred to in this ‎Section 3.03(a) with respect
to a LIBO Rate applicable to such Eurodollar Loan, then until the Administrative Agent notifies the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, then on the last day of the Interest Period applicable to such Loan
(or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent
to, and shall constitute, an ABR Loan denominated in dollars on such day.


 






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(b)               
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement
shall be deemed not to be a “Loan Document” for purposes of this ‎Section 3.03), if a Benchmark Transition Event,
an Early Opt-in Election or Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance
with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date
notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Majority Lenders.


 


(c)               
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the
proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings,
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that,
this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR
Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence
of a Term SOFR Transition Event and may do so in its sole discretion.


 


(d)                In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of
any other party to this Agreement or any other Loan Document.


 






    13


     


    

 


(e)               
The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence
of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (2) the implementation of
any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of
any tenor of a Benchmark pursuant to clause (f) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any
determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant
to this ‎Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement
or any other Loan Document, except, in each case, as expressly required pursuant to this ‎Section 3.03.


 


(f)                
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including
in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR
or LIBO Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will
be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to
clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement)
or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a
Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings
at or after such time to reinstate such previously removed tenor.


 


(g)                Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for
a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan is outstanding on the
date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a
Benchmark Replacement is implemented pursuant to this ‎Section 3.03, on the last day of the Interest Period applicable
to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the
Administrative Agent to, and shall constitute, an ABR Loan on such day.


 






    14


     


    

 


2.4             
Amendment to Section 7.22.   Section 7.22 of the Credit Agreement is hereby amended
by amending and restating it in its entirety and replacing it with the following:


 


Section 7.22    Affected
Financial Institutions. Neither the Borrower nor any Guarantor is an Affected Financial Institution.


 


2.5             
Amendment to Section 8.12.   Section 8.12 of the Credit Agreement is hereby amended
by amending and restating it in its entirety and replacing it with the following:


 


Section 8.12    Additional
Guarantors. At its option, the Borrower may designate any Restricted Subsidiary as a Guarantor by giving the Administrative
Agent revocable written notice thereof and, promptly after such notification (and in any event within ten (10) Business Days
thereof), causing such Restricted Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a
supplement to the Guaranty Agreement and such other additional closing documents, certificates and legal opinions as shall
reasonably be requested by the Administrative Agent.


 


2.6             
Amendment to Section 9.02.   Section 9.02 of the Credit Agreement is hereby amended
by amending and restating subsection (c) thereof in its entirety and replacing it with the following:


 


		(c)	other Debt in an aggregate principal amount outstanding not to exceed at any time
an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets.



 


2.7             
Amendment to Section 9.02.   Section 9.02 of the Credit Agreement is hereby further
amended by (i) deleting the text reading “and” at the end of subsection (b) thereof, (ii) deleting the period at the end of
subsection (c) thereof and replacing it with text reading “;” and (iii) adding the following subsections (d), (e) and (f)
thereto:


 


		(d)	Debt of Restricted Subsidiaries that are Guarantors
to the extent the Borrower is in compliance with the terms of Section 9.01 at the time such Debt is incurred;



 


		(e)	Debt of a Restricted Subsidiary which exists prior to the time of acquisition of
such Restricted Subsidiary (including Debt existing at the time of the acquisition of the capital stock or
assets of such Person or a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary) as long as such Debt
was not created in anticipation thereof; and






 


		(f)	extensions, refinancings, renewals or replacements (or successive extensions, refinancings,
renewals or replacements), in whole or in part, of Debt otherwise permitted hereunder which, in the case of any such extension, refinancing,
renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred
to pay the costs of such extension, refinancing, renewal or replacement.



 


2.8             
Amendment to Section 9.04.   Section 9.04(b) of the Credit Agreement is hereby amended
by deleting the text therein reading “provided such Person complies with Section 8.12” in its entirety. 


 


2.9             
Amendment to Section 9.10.   Section 9.10 of the Credit Agreement is hereby amended
by amending and restating clause (i) thereof in its entirety and replacing it with the following:


 


(i)            
any Person (other than an Unrestricted Subsidiary) may merge with or into or consolidate
with the Borrower or any Restricted Subsidiary; provided that, (x) if the Borrower is a constituent party to any such merger or
consolidation, the Borrower shall be the surviving corporation and (y) no Change in Control results,


 






    15


     


    

 


2.10          Amendment
to Section 9.15.   Section 9.15 of the Credit Agreement is hereby amended by (i) deleting the text reading “and” at
the end of clause (a) thereof, (ii) deleting the period at the end of clause (b) thereof and replacing it with text reading
 “and” and (iii) adding a new clause (c) directly at the end of such section reading in its entirety as
follows:


 


and (c) contracts, agreements or understandings
in respect of Debt or preferred stock of a Person which exist at the time such Person is merged or amalgamated with a Restricted Subsidiary
or existing at the time such Person becomes a Restricted Subsidiary, so long as such Debt or preferred stock was not created in anticipation
thereof.


 


2.11         
Amendment to Section 9.16.   Section 9.16 of the Credit Agreement is hereby amended
by amending and restating such section in its entirety and replacing it with the following:


 


Section 9.16  Swap
Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, be a party to or be bound by any Swap
Agreement, other than Swap Agreements which (a) hedge or mitigate risks to which the Borrower and its Restricted Subsidiaries have
actual or projected exposure and (b) are permitted under the risk management policies approved by the Borrower’s board of
directors from time to time and do not subject the Borrower and its Restricted Subsidiaries to material speculative risks.


 


2.12         
Amendment to Section 11.08.   Section 11.08 of the Credit Agreement is hereby amended
by adding the following to the end thereof:


 


Each Lender and Issuing Bank hereby
agrees that (a) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has
determined in its sole discretion that any funds received by such Lender or Issuing Bank from the Administrative Agent or any
of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and
collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to
such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no
event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect, and (b) to the extent permitted by applicable law,
such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or
right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any
Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A
notice of the Administrative Agent to any Lender or Issuing Bank under this Section 11.08 shall be conclusive, absent
manifest error. Each Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent
or any of its Affiliates (c) that is in a different amount than, or on a different date from, that specified in a notice of payment
sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or
(d) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made
with respect to such Payment.  Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a
Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent
of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business
Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was
made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion
thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of
the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect. The Borrower and each Guarantor hereby agrees that (e) in the event an erroneous Payment (or portion
thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the
Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (f) an
erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any Guarantor
except, in each case, to the extent such erroneous Payment is, and solely with respect to
the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower
or any Guarantor for the purpose of making such erroneous Payment. Each party’s obligations under this Section 11.08
shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the
replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under
any Loan Document.


 


2.13         
Amendment to Section 12.02.   Section 12.02(d) of the Credit Agreement is hereby
amended by amending and restating clause (ii) thereof in its entirety and replacing it with the following:


 


(ii)       the
written request of the Borrower, provided that, after giving effect to such release and discharge, no Default or Event of Default
would exist or result therefrom.


 


2.14         
Amendment to Section 12.03(d)(i).   Section 12.03(d)(i) of the Credit Agreement is
hereby amended by replacing the phrase “any Indemnitee” with the phrase “the Administrative Agent, any Arranger, any
Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons”.


 






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2.15         
Amendment to Section 12.19.   Section 12.19 of the Credit Agreement is hereby amended
by amending and restating such section in its entirety and replacing it with the following:


 


Section 12.19    Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)        a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


2.16         
Amendment to Article XII.   Article XII of the Credit Agreement is hereby amended
by adding the following new Section 12.20:


 


Section 12.20   Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap
Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such
QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the
Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of
the United States or any other state of the United States):


 


In the event a Covered Entity that is
party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in
or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit
Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were
governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a
Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender
shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






    17


     


    

 


 



 


Section
3.               
Conditions Precedent. This Amendment shall become effective on the date (such date,
the “Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02
of the Credit Agreement):


 


3.1            The Administrative Agent shall have received from each of the Borrower and Lenders constituting
the Majority Lenders, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed
on behalf of such Person.


 


3.2            The
Administrative Agent, the Arrangers and the Lenders shall have received all commitment, facility and agency fees and all other reasonable
fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all
reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation,
the fees and expenses of Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent).


 


3.3            No
Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.


 


3.4            The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative
Agent that the merger between Cabot Oil & Gas Corporation (or a Restricted Subsidiary thereof) and Cimarex Energy Co. shall have been,
or substantially concurrently with the Effective Date shall be, consummated substantially in accordance with the terms of the Agreement
and Plan of Merger among Cabot Oil & Gas Corporation, Double C Merger Sub, Inc. and Cimarex Energy Co. dated as of May 23, 2021.


 


The Administrative Agent is
hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the
satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section or the waiver of such conditions as
permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit
Agreement for all purposes.


 


Section
4.               
Miscellaneous.


 


4.1            Confirmation.
The provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness
of this Amendment. Upon and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
 “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document.


 






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4.2            Ratification
and Affirmation; Representations and Warranties. The Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges
its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party
remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof,
after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document to which
it is a party are true and correct in all material respects, except to the extent any such representations and warranties are expressly
limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material
respects as of such specified earlier date.


 


4.3            Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed counterpart of a signature page of this Amendment that is an electronic sound, symbol, or process attached to,
or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or
record (an “Electronic Signature”) transmitted by telecopy, emailed pdf or any other electronic means that reproduces
an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The
words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating
to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including
deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or
the use of a paper-based recordkeeping system, as the case may be; provided that, without limiting the foregoing, upon the request of
the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart (in such number as
may be reasonably requested by the Administrative Agent).


 


4.4            NO
ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.


 


4.5            GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.6            Payment
of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.


 


4.7            Severability. Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 





4.8            Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


 






    19


     


    

 





IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first written above.


 


	 	CABOT OIL & GAS CORPORATION
	 	 
	 	By:	/s/ Scott Craig Schroeder 
	 	 	Name:	Scott Craig Schroeder
	 	 	Title:	Executive Vice President and Chief Financial Officer



 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent, Lender and
    Issuing Bank
	 	 
	 	By:	/s/ Anson Williams
	 	 	Name: 	Anson Williams
	 	 	Title:	Authorized Officer



 









    


     


    

 





	 	BANK OF AMERICA, N.A.,
	 	as Lender 
	 	 
	 	By:	/s/ Kimberly Miller
	 	 	Name:	Kimberly Miller
	 	 	Title:	Director


 






    


     


    

 



	 	BANK OF MONTREAL,
	 	as Lender 
	 	 
	 	By:	/s/ Matthew L. Davis
	 	 	Name:	Matthew L. Davis
	 	 	Title:	Director



 






    


     


    

 


	 	BBVA USA,
	 	as Lender
	 	 
	 	By:	/s/ Julia Barnhill
	 	 	Name:	Julia Barnhill
	 	 	Title:  	Vice President



 






    


     


    

 


	 	WELLS FARGO BANK, N.A.,
	 	as Lender
	 	 
	 	By:	/s/ Edward Pak
	 	 	Name:	 Edward Pak
	 	 	Title:	 Director



 






    


     


    

 


	 	U.S. Bank National Association,
	 	as Lender
	 	 
	 	By:	/s/ John C. Lozano
	 	 	Name:	John C. Lozano
	 	 	Title:	Senior Vice President



 






    


     


    

 



 


	 	
    The Toronto-Dominion Bank, New York Branch,

    as Lender 

	 	 
	 	By:	/s/ Maria Macchiaroli
	 	 	Name:  Maria Macchiaroli
	 	 	Title:  Authorized Signatory



 












    


     


    

 


	 	
    THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,

    as Lender 

	 	 
	 	By:	/s/ Scott Nickel
	 	 	Name:  Scott Nickel
	 	 	Title:  Director



 









    


     


    

 


	 	
    CITIBANK, N.A.,

    as Lender 

	 	 
	 	By:	/s/ Jeff Ard
	 	
     
	Name:   Jeff Ard

    

	 	
     
	Title:  Vice President

    




 












    


     


    

 


	 	
    CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, 

    as Lender 

    

	 	 
	 	By:	/s/ Scott W. Danvers
	 	 	Name:   Scott W. Danvers
	 	 	Title:   Authorized Signatory
	 	 
	 	
    By:
	/s/ Donovan C. Broussard

    

	 	 	Name:  Donovan C. Broussard
	 	 	Title:   Authorized Signatory



 









    


     


    

 


	 	
    Truist Bank,

    as Lender 

	 	 
	 	By:	/s/ Lincoln LaCour
	 	 	Name:   Lincoln LaCour

    

	 	 	Title:  Vice President

    




 






    


     


    

 


	 	
    ROYAL BANK OF CANADA,

    as Lender 

	 	 
	 	By:	/s/ Grace Garcia
	 	
     
	Name:   Grace Garcia

    

	 	
     
	Title:   Authorized Signatory

    




 






    


     


    

 


	 	
    Sumitomo Mitsui Banking Corporation,

    as Lender 

	 	 
	 	By:	/s/ Jeffery Cobb
	 	
     
	Name:   Jeffery Cobb

    

	 	 	Title:   Director



 






    


     


    

 


	 	
    PNC BANK, NATIONAL ASSOCIATION,

    as Lender 

	 	 
	 	By:	/s/ John Engel 
	 	
     
	Name:  John Engel

    

	 	
     
	Title:  Senior Vice President

    




 






    


     


    

 


	 	
    KEYBANK NATIONAL ASSOCIATION,

    as Lender 

	 	 
	 	By:	/s/ George E. McKean
	 	
     
	Name: George E. McKean

    

	 	
     
	Title: Senior Vice President

    




 









    


     


    

 


	 	
    Capital One, National Association,

    as Lender 

	 	 
	 	By:	/s/ Cameron Breitenbach
	 	
     
	Name: Cameron Breitenbach

    

	 	
     
	Title: Director