10.13
Counterparts
98
10.14
Agent's or Lender's Consent
98
10.15
Exceptions
98
10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL
98
10.17
Certifications From Lenders and Participants
99
10.17.1
Tax Withholding
99
10.17.2
USA Patriot Act
100
10.18
Joinder of Guarantors
100
10.19
Limitation on Recourse to General Partner
100
vii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.9.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 5.1.3
-
SUBSIDIARIES
SCHEDULE 5.1.13
-
CONSENTS AND APPROVALS
SCHEDULE 5.1.15
-
PATENTS TRADEMARKS AND COPYRIGHTS
SCHEDULE 5.1.24
-
ENVIRONMENTAL MATTERS
SCHEDULE 7.1.3
-
INSURANCE REQUIREMENTS
SCHEDULE 7.1.13
-
REAL PROPERTY TO BE MORTGAGED POST CLOSING
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(G)(3)
-
PARENT GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)
-
INDEMNITY
EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)
-
MORTGAGE AGREEMENT
EXHIBIT1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(R)
-
NOTE
EXHIBIT 1.1(S)(1)
-
SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)
-
SWING LOAN NOTE
EXHIBIT 2.4
-
SWING LOAN REQUEST
EXHIBIT 2.5
-
LOAN REQUEST
EXHIBIT 2.10(A)
-
COMMITMENT INCREASE AGREEMENT
EXHIBIT 2.10(B)
-
LENDER JOINDER AND ASSUMPTION AGREEMENT
EXHIBIT 6.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 6.1.4(B)
-
OPINION OF IN-HOUSE COUNSEL
EXHIBIT 7.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is
made by and among PVR FINCO LLC, a Delaware limited liability company (the
"Borrower"), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as
hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK,
NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH
BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A.,
each in its capacity as a senior managing agent, and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, certain of the Lenders provided a revolving credit facility to Penn
Virginia Operating Co., LLC ("Prior Borrower"), pursuant to an Amended and
Restated Credit Agreement dated as of March 3, 2005, as amended pursuant to that
First Amendment, Waiver and Consent dated as of July 15, 2005, that Second
Amendment dated as of August 2, 2006, that Third Amendment dated as of
December 11, 2006, that Fourth Amendment dated as of September 7, 2007, that
Fifth Amendment dated as of October 8, 2007, that Sixth Amendment, Waiver and
Consent dated as of March 14, 2008 and that Seventh Amendment dated as of
April 9, 2008, among the parties thereto (as so amended, the "Prior Credit
Agreement"); and
WHEREAS, the Prior Borrower and Borrower have requested the Lenders to amend and
restate the Prior Credit Agreement to provide a revolving credit facility to the
Borrower in an aggregate principal