Exhibit 10.2
CONSOLIDATED COMMITMENT INCREASE
AGREEMENT
This Commitment Increase Agreement
(the “Agreement”) is made as of the 27th day of March
2009 by each of BANK OF AMERICA, N.A.; BANK OF OKLAHOMA, N.A.;
BRANCH BANKING AND TRUST COMPANY; CAPITAL ONE, N.A.; COMERICA BANK;
PNC BANK, NATIONAL ASSOCIATION; ROYAL BANK OF CANADA; and UNION
BANK, N.A. (each an “Increasing Lender”).
Background
Reference is made to the Amended and
Restated Credit Agreement dated as of August 5, 2008 by and
among PVR FINCO LLC (the “Borrower”), the Guarantors
now or hereafter party thereto, the Lenders now or hereafter party
thereto, and PNC BANK, NATIONAL ASSOCIATION, as agent for itself
and the other Lenders thereunder (the “Agent”), as
amended by that First Amendment thereto dated as of March 27,
2009 (as the same has been and may be amended, restated, modified
or supplemented from time to time, the “ Credit
Agreement ”). Capitalized terms defined in the Credit
Agreement are used herein as defined therein.
Agreement
In consideration of the
Lenders’ permitting each Increasing Lender to increase its
Commitment pursuant to this Agreement, such Increasing Lender, the
Borrower and the Agent, intending to be legally bound hereby, agree
that, except as set forth below, effective as of the date hereof,
such Increasing Lender shall increase its Commitment by the amount
indicated in the column labeled “Increase” opposite its
name on the grid below so that its total Commitment shall be the
amount indicated in the column labeled “Total
Commitment” opposite its name in the grid below. Each
Increasing Lender hereby acknowledges that it has heretofore
received a new Note in the amount of the Commitment as increased as
set forth opposite its name below and such Increasing Lender will
endeavor to return its prior Note to the Borrower for
cancellation.
|
|
|
|
|
|
|
|
|
|
Increase
|
|
Total
Commitment
|
|
BANK OF AMERICA, N.A.
|
|
$
|
10,000,000
|
|
$
|
65,000,000
|
|
BANK OF OKLAHOMA, N.A.
|
|
$
|
5,000,000
|
|
$
|
30,000,000
|
|
BRANCH BANKING AND TRUST COMPANY
|
|
$
|
10,000,000
|
|
$
|
65,000,000
|
|
CAPITAL ONE, N.A.
|
|
$
|
15,000,000
|
|
$
|
35,000,000
|
|
COMERICA BANK
|
|
$
|
5,000,000
|
|
$
|
30,000,000
|
|
PNC BANK, NATIONAL ASSOCIATION
|
|
$
|
10,000,000
|
|
$
|
70,000,000
|
|
ROYAL BANK OF CANADA
|
|
$
|
10,000,000
|
|
$
|
70,000,000
|
|
UNION BANK, N.A.
|
|
$
|
10,000,000
|
|
$
|
60,000,000
|
Reference is made to
Section 2.10.1 [Increasing Lenders and New Lenders] of the
Credit Agreement. Schedule 1.1(B) hereto sets forth the
Commitments of each Increasing Lender and each of the other Lenders
after giving effect to the increase on the date hereof. Schedule
1.1(B) to the Credit Agreement is being amended and restated
effective on the date hereof to read as set forth on Schedule
1.1(B) hereto. Schedule 1 hereto lists as of the date hereof
the amount of Loans under each outstanding Borrowing Tranche.
Notwithstanding the foregoing, if the Ratable Shares of any of the
Lenders change on the date hereof, the Borrower shall repay all
outstanding Loans to which either the Base Rate Option or the
Euro-Rate Option applies and simultaneously reborrow a like amount
of Loans under each such Interest Rate Option from the Lenders
(including each Increasing Lender) according to their Ratable
Shares set forth on attached Schedule 1.1(B) and shall be
subject to breakage fees and other indemnities provided in
Section 4.6.2 [Indemnity].
[SIGNATURE PAGE
FOLLOWS]
[SIGNATURE PAGE - COMMITMENT
INCREASE AGREEMENT]
IN WITNESS WHEREOF, each Increasing
Lender has duly executed and delivered this Agreement as of the
date and year first above written.
|
|
|
|
BANK OF
AMERICA, N.A.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Adam H.
Fey
|
|
Title:
|
|
Vice
President
|
|
|
BANK OF
OKLAHOMA, N.A.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Jason B.
Webb
|
|
Title:
|
|
Vice
President
|
|
|
BRANCH
BANKING AND TRUST COMPANY
|
|
|
|
By:
|
|
|
|
Name:
|
|
Hugh
Ferguson
|
|
Title:
|
|
Senior Vice
President
|
|
|
CAPITAL ONE,
N.A.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Peter
Shen
|
|
Title:
|
|
Assistant Vice
President
|
|
|
COMERICA
BANK
|
|
|
|
By:
|
|
|
|
Name:
|
|
Peter L.
Sefzik
|
|
Title:
|
|
Senior Vice
President
|
|
|
PNC BANK,
NATIONAL ASSOCIATION
|
|
|
|
By:
|
|
|
|
Name:
|
|
Richard C.
Munsick
|
|
Title:
|
|
Senior Vice
President
|
|
|
|
|
ROYAL BANK
OF CANADA
|
|
|
|
By:
|
|
/s/ D ON J.
M C K INNERNEY
|
|
Name:
|
|
Don J.
McKinnerney
|
|
Title:
|
|
Authorized
Signatory
|
|
|
UNION BANK,
N.A.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Jonathan
Bigelow
|
|
Title:
|
|
Vice
President
|
[ACKNOWLEDGEMENT TO COMMITMENT
INCREASE AGREEMENT]
ACKNOWLEDGED AND AGREED
TO:
BORROWER:
|
|
|
|
|
|
PVR FINCO
LLC
|
|
|
|
|
By:
|
|
|
|
(SEAL)
|
|
Name:
|
|
Nancy M.
Snyder
|
|
Title:
|
|
Vice
President
|
|
|
AGENT:
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Agent
|
|
|
|
By:
|
|
|
|
Name:
|
|
Richard C.
Munsick
|
|
Title:
|
|
Senior Vice
President
|
JOINDER
The undersigned Guarantors hereby
(i) join in the foregoing Commitment Increase Agreement for
the purposes stated therein and acknowledge their continuing
obligations under the Guarantee Agreement, dated as of
August 5, 2008, and executed and delivered in favor of the
Agent and the Lenders, and (ii) acknowledge and agree that its
Guaranty remains in full force and effect with respect to all
Obligations.
IN WITNESS WHEREOF, the parties
hereto, by their officers thereunto duly authorized, have executed
this Joinder as of the day and year first above written.
|
|
|
|
|
|
GUARANTORS:
|
|
|
PENN
VIRGINIA OPERATING CO., LLC
|
|
CONNECT GAS
GATHERING, LLC
|
|
CONNECT
ENERGY SERVICES, LLC
|
|
CONNECT GAS
PIPELINE LLC
|
|
CONNECT NGL
PIPELINE, LLC
|
|
DULCET
ACQUISITION LLC
|
|
FIELDCREST
RESOURCES LLC
|
|
K RAIL
LLC
|
|
LOADOUT
LLC
|
|
PVR CHEROKEE
GAS PROCESSING LLC
|
|
PVR EAST
TEXAS GAS PROCESSING, LLC
|
|
PVR NORTH
TEXAS GAS GATHERING, LLC
|
|
PVR GAS
PIPELINE, LLC
|
|
PVR GAS
PROCESSING LLC
|
|
PVR HAMLIN,
LLC
|
|
PVR
HYDROCARBONS LLC
|
|
PVR
MIDSTREAM LLC
|
|
PVR GAS
RESOURCES, LLC
|
|
PVR NATURAL
GAS GATHERING LLC
|
|
PVR LAVERNE
GAS PROCESSING, LLC
|
|
PVR OKLAHOMA
NATURAL GAS GATHERING LLC
|
|
SUNCREST
RESOURCES LLC
|
|
TONEY FORK
LLC
|
|
|
|
|
By:
|
|
|
|
(SEAL)
|
|
Name:
|
|
Nancy M.
Snyder
|
|
Title:
|
|
Vice
President
|
|
|
PENN
VIRGINIA RESOURCE PARTNERS, L.P.
|
|
|
|
By:
|
|
Penn Virginia
Resource GP, LLC, its sole general partner
|
|
|
|
|
By:
|
|
|
|
(SEAL)
|
|
Name:
|
|
Nancy M.
Snyder
|
|
Title:
|
|
Vice
President
|
SCHEDULE 1.1(B)
COMMITMENTS OF
LENDERS
Part 1 - Commitments of
Lenders and Addresses for Notices to Lenders
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Amount of Commitment
for Revolving Credit Loans
|
|
Ratable Share
|
|
|
Name:
|
|
Bank of America, N.A.
|
|
$
|
65,000,000.00
|
|
8.125000000
|
%
|
|
Address:
|
|
IL-231-10-35
|
|
|
|
|
|
|
|
|
231 S La Salle Street
|
|
|
|
|
|
|
|
|
Chicago, Illinois 60604
|
|
|
|
|
|
|
|
Attention:
|
|
Adam Fey
|
|
|
|
|
|
|
|
|
312-828-1462
|
|
|
|
|
|
|
|
|
312-974-4970 (fax)
|
|
|
|
|
|
|
|
|
adam.h.fey@bankofamerica.com
|
|
|
|
|
|
|
|
Administrative Contact
|
|
|
|
|
|
|
|
Address:
|
|
MA5-100-10-01
|
|
|
|
|
|
|
|
|
100 Federal Street
|
|
|
|
|
|
|
|
|
Boston, Massachusetts 02110
|
|
|
|
|
|
|
|
Attention:
|
|
Bukola Ajanaku
|
|
|
|
|
|
|
|
Telephone:
|
|
(617) 434-3340
|
|
|
|
|
|
|
|
Telecopy:
|
|
(617) 434-7559
|
|
|
|
|
|
|
|
Email:
|
|
bukola.o.ajanaku@bankofamerica.com
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Bank of Oklahoma, N.A.
|
|
$
|
30,000,000.00
|
|
3.750000000
|
%
|
|
Address:
|
|
One Williams Center, 8th Floor
|
|
|
|
|
|
|
|
|
Tulsa, Oklahoma 74172
|
|
|
|
|
|
|
|
Attention:
|
|
Jason B. Webb
|
|
|
|
|
|
|
|
Telephone:
|
|
(918) 588-6771
|
|
|
|
|
|
|
|
Telecopy:
|
|
(918) 588-6880
|
|
|
|
|
|
|
|
Email:
|
|
j.webb@bokf.com
|
|
|
|
|
|
|
|
Administrative Contact
|
|
|
|
|
|
|
|
Address:
|
|
One Williams Center, 8th Floor
|
|
|
|
|
|
|
|
|
Tulsa, Oklahoma 74172
|
|
|
|
|
|
|
|
Attention:
|
|
Julie Elliott
|
|
|
|
|
|
|
|
Telephone:
|
|
(918) 588-6096
|
|
|
|
|
|
|
|
Telecopy:
|
|
(918) 588-6880
|
|
|
|
|
|
|
|
Email:
|
|
jelliott@bokf.com
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Barclays Bank Plc
|
|
$
|
25,000,000
|
|
3.125000000
|
%
|
|
Address:
|
|
745 7th Avenue, 21st Floor
|
|
|
|
|
|
|
|
|
New York, NY 10119
|
|
|
|
|
|
|
|
Attention:
|
|
Maria Lund
|
|
|
|
|
|
|
|
Telephone:
|
|
(212) 526-1456
|
|
|
|
|
|
|
|
Telecopy:
|
|
(212) 526-5115
|
|
|
|
|
|
|
|
Email:
|
|
maria.lund@barcap.com
|
|
|
|
|
|
|
|
Administrative Contact
|
|
|
|
|
|
|
|
Address:
|
|
70 Hudson Street
|
|
|
|
|
|
|
|
|
Jersey City, NJ 07302
|
|
|
|
|
|
|
|
Attention:
|
|
Simone Brathwaite
|
|
|
|
|
|
|
|
Telephone:
|
|
(201) 499-5042
|
|
|
|
|
|
|
|
Telecopy:
|
|
(201) 499-3086
|
|
|
|
|
|
|
|
Email:
|
|
simone.brathwaite@barcap.com
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Amount of Commitment
for Revolving Credit Loans
|
|
Ratable Share
|
|
|
Name:
|
|
BMO Capital Markets Financing, Inc.
|
|
$
|
25,000,000.00
|
|
3.125000000
|
%
|
|
Address:
|
|
700 Louisiana, Suite 4400
|
|
|
|
|
|
|
|
|
Houston, Texas 77002
|
|
|
|
|
|
|
|
Attention:
|
|
Gumaro Tijerina
|
|
|
|
|
|
|
|
Telephone:
|
|
(713) 546-9744
|
|
|
|
|
|
|
|
Telecopy:
|
|
(713) 223-4007
|
|
|
|
|
|
|
|
Email:
|
|
gumaro.tijerina@bmo.com
|
|
|
|
|
|
|
|
Operations Contact
|
|
|
|
|
|
|
|
Address:
|
|
1st Canadian Place, 19th Floor
|
|
|
|
|
|
|
|
|
Toronto, Ontario Canada
|
|
|
|
|
|
|
|
|
M5X 1AA
|
|
|
|
|
|
|
|
Attention:
|
|
Maria Tan
|
|
|
|
|
|
|
|
Telephone:
|
|
(416) 867-6983
|
|
|
|
|
|
|
|
Telecopy:
|
|
(416) 867-4050
|
|
|
|
|
|
|
|
Email:
|
|
maria.tan@bmo.com
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
BNP Paribas
|
|
$
|
55,000,000.00
|
|
6.875000000
|
%
|
|
Address:
|
|
Suite 3100
|
|
|
|
|
|
|
|
|
1200 Smith Street
|
|
|
|
|
|
|
|
|
Houston, Texas 77002
|
|
|
|
|
|
|
|
Attention:
|
|
Mark Cox
|
|
|
|
|
|
|
|
Telephone:
|
|
(713) 982-1100
|
|
|
|
|
|
|
|
Telecopy:
|
|
(713) 659-6915
|
|
|
|
|
|
|
|
Loan Operations
|
|
|
|
|
|
|
|
Address:
|
|
919 Third Avenue
|
|
|
|
|
|
|
|
|
New York, New York 10022
|
|
|
|
|
|
|
|
Primary Contact:
|
|
|
|
|
|
|
|
Attention:
|
|
Tammy Papadeas
|
|
|
|
|
|
|
|
Telephone:
|
|
(212) 471-6361
|
|
|
|
|
|
|
|
Telecopy:
|
|
(212) 726-8009
|
|
|
|
|
|
|
|
Email:
|
|
tammy.papadeas@americas.bnpparibas.com
|
|
|
|
|
|
|
|
Secondary Contact:
|
|
|
|
|
|
|
|
Attention:
|
|
Cheryl Guerra
|
|
|
|
|
|
|
|
Telephone:
|
|
(212) 471-6331
|
|
|
|
|
|
|
|
Telecopy:
|
|
(212) 726-8009
|
|
|
|
|
|
|
|
Email:
|
|
cheryl.guerra@americas.bnpparibas.com
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Branch Banking and Trust Company
|
|
$
|
65,000,000.00
|
|
8.125000000
|
%
|
|
Address:
|
|
233 Wyndale Road
|
|
|
|
|
|
|
|
|
Abingdon, Virginia 24210
|
|
|
|
|
|
|
|
Attention:
|
|
Hugh Ferguson
|
|
|
|
|
|
|
|
Telephone:
|
|
(276) 739-7955
|
|
|
|
|
|
|
|
Telecopy:
|
|
(276) 739-7958
|
|
|
|
|
|
|
|
Email:
|
|
wferguson@bbandt.com
|
|
|
|
|
|
|
|
Administrative Contact
|
|
|
|
|
|
|
|
Address:
|
|
233 Wyndale Road
|
|
|
|
|
|
|
|
|
Abingdon, Virginia 24210
|
|
|
|
|
|
|
|
Attention:
|
|
Karen Yates
|
|
|
|
|
|
|
|
Telephone:
|
|
(276) 739-7950
|
|
|
|
|
|
|
|
Telecopy:
|
|
(276) 739-7958
|
|
|
|
|
|
|
|
Email:
|
|
kyates@bbandt.com
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Amount of Commitment
for Revolving Credit Loans
|
|
Ratable Share
|
|
|
Name:
|
|
Capital One, N.A.
|
|
$
|
35,000,000.00
|
|
3.750000000
|
%
|
|
Address:
|
|
201 St. Charles Avenue, 29th Floor
|
|
|
|
|
|
|
|
|
New Orleans, Louisiana 70130
|
|
|
|
|
|
|
|
Attention:
|
|
Nancy Moragas
|
|
|
|
|
|
|
|
Telephone:
|
|
(504) 533-2863
|
|
|
|
|
|
|
|
Telecopy:
|
|
(504) 533-5434
|
|
|
|
|
|
|
|
Email:
|
|
nancy.moragas@capitalonebank.com
|
|
|
|
|
|
|
|
Administrative Contact:
|
|
|
|
|
|
|
|
Address:
|
|
5718 Westheimer Road, Suite 1430
|
|
|
|
|
|
|
|
|
Houston, Texas 77057
|
|
|
|
|
|
|
|
Attention:
|
|
De Shonne Druhet
|
|
|
|
|
|
|
|
Telephone:
|
|
(713) 435-5027
|
|
|
|
|
|
|
|
Telecopy:
|
|
(713) 435-5106
|
|
|
|
|
