10.17.2
USA
Patriot Act
103
10.18
Joinder of Guarantors
103
10.19
Limitation on Recourse to General Partner
104
vi
TABLE OF CONTENTS
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
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PRICING GRID SCHEDULE 1.1(B)
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COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
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PERMITTED LIENS SCHEDULE 1.1.(R)
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REAL PROPERTY SUBJECT TO AN EXISTING
MORTGAGE SCHEDULE 2.9.1
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EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3
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SUBSIDIARIES SCHEDULE 5.1.13
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CONSENTS AND APPROVALS SCHEDULE 5.1.24
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ENVIRONMENTAL MATTERS SCHEDULE 7.1.3
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INSURANCE REQUIREMENTS
SCHEDULE 7.2.1
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PERMITTED INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER EXHIBIT 1.1(G)(2)
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GUARANTY
AGREEMENT EXHIBIT 1.1(G)(3)
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PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1)
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INDEMNITY EXHIBIT 1.1(I)(2)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)(1)
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MORTGAGE AGREEMENT EXHIBIT 1.1(M)(2)
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MORTGAGE
AMENDMENT EXHIBIT1.1(P)(2)
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PLEDGE AGREEMENT EXHIBIT 1.1(R)
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NOTE
EXHIBIT 1.1(S)(1)
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SECURITY AGREEMENT EXHIBIT 1.1(S)(2)
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SWING
LOAN NOTE EXHIBIT 2.4
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SWING LOAN REQUEST EXHIBIT 2.5
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LOAN
REQUEST EXHIBIT 2.10(A)
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COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B)
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LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 7.3.3
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QUARTERLY
COMPLIANCE CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 13, 2010 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, N.A., SUNTRUST BANK, BNP PARIBAS,
BRANCH BANKING AND TRUST COMPANY and UNION BANK, each in their capacity as
co-documentation agents, 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 an Amended and Restated Credit Agreement dated as of
August 5, 2008, as amended pursuant to that First Amendment dated as of
March 27, 2009 and that Second Amendment dated as of June 7, 2010 (as so
amended, the "Prior Credit Agreement"); and
WHEREAS, Borrower has requested the Lenders to amend and restate the Prior
Credit Agreement to provide a revolving credit facility to the Borrower in an
aggregate principal amount not to exceed $850,000,000 as such amount may be
increased or decreased pursuant to the terms of this Agreement; and
WHEREAS, the revolving credit facility shall be used for the refinancing of the
Prior Credit Agreement, for fees and expenses in connection with the
refinancing, for Permitted Acquisitions and fees and expenses in connection
therewith, for issuance of Letters of Credit hereunder and for working capital
and general corporate purposes of the Loan Parties and Restricted Subsidiaries,
including Quarterly Distributions; 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