11.12
Confidentiality.
91
11.12.1
General.
91
11.12.2
Sharing Information With Affiliates
of the Lenders.
91
11.13
Counterparts.
91
vi
TABLE OF CONTENTS
Section
Page
11.14
Agent's or Lender's Consent.
82
11.15
Exceptions.
82
11.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL.
82
11.17
Certifications From Lenders and Participants
82
11.17.1
Tax Withholding.
82
11.17.2
USA Patriot Act.
82
11.18
Joinder of Guarantors.
82
11.19
Limitation on Recourse to General Partner.
82
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
6.1.3
-
SUBSIDIARIES SCHEDULE 6.1.20
-
MATERIAL CONTRACTS SCHEDULE
8.2.1
-
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)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE EXHIBIT 1.1(T)
-
TERM NOTE
EXHIBIT 2.5
-
LOAN REQUEST EXHIBIT 7.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.4(B)
-
OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.4
-
QUARTERLY COMPLIANCE
CERTIFICATE
CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 3, 2005 and is
made by and among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability
company (the "Borrower"), EACH OF THE GUARANTORS (as hereinafter defined), the
LENDERS (as hereinafter defined), and FLEET NATIONAL BANK, SUNTRUST BANK and
WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation
agent, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, each in its capacity as a 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 the
Borrower pursuant to a Credit Agreement dated as of October 30, 2001, as
amended, among the parties thereto (as amended, the "Prior Credit Agreement")
WHEREAS, the Borrower and its Subsidiaries have requested the Lenders to amend
and restate the Prior Credit Agreement to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$150,000,000 and (ii) a $110,000,000 term loan facility; and
WHEREAS, the revolving credit facility shall be used for the refinancing of the
Prior Credit Agreement, for partially financing the Cantera Acquisition (as
hereinafter defined), for fees and expenses in connection with the refinancing
and the Cantera Acquisition and for working capital and general corporate
purposes of the Loan Parties, and term loan facilities shall be used for
partially financing the Cantera Acquisition, including fees and expenses related
thereto; and
WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain