Exhibit 10.1
THIRTEENTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT
AGREEMENT
This Thirteenth Amendment to Amended
and Restated Credit Agreement (this “ Amendment
”) dated as of June 2, 2009 (the “
Amendment Effective Date ”), is by and among PENN
VIRGINIA CORPORATION, a Virginia corporation (the “
Borrower ”), the Lenders (as defined in the Credit
Agreement referred to below) party hereto, and JPMORGAN CHASE BANK,
N.A. (successor by merger to Bank One, N.A. (Main Office Chicago))
(the “ Administrative Agent ”).
R E C I T A L S:
WHEREAS, the Borrower, each Lender
then a party thereto, the Administrative Agent, the other agents
party thereto, and the LC Issuer have heretofore entered into that
certain Amended and Restated Credit Agreement dated as of
December 4, 2003, as amended by that certain Consent and First
Amendment to Amended and Restated Credit Agreement dated as of
December 29, 2004, and as amended by that certain Second
Amendment to Amended and Restated Credit Agreement dated as of
December 15, 2005, and as amended by that certain Third
Amendment to Amended and Restated Credit Agreement dated as of
April 14, 2006, and as amended by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of
August 25, 2006, and as amended by that certain Fifth
Amendment to Amended and Restated Credit Agreement dated as of
November 1, 2006, and as amended by that certain Sixth
Amendment to Amended and Restated Credit Agreement dated as of
April 13, 2007, and as amended by that certain Seventh
Amendment to Amended and Restated Credit Agreement dated as of
June 12, 2007, and as amended by that certain Waiver and
Eighth Amendment to Amended and Restated Credit Agreement dated as
of August 1, 2007, and as amended by that certain Waiver
and Ninth Amendment to Amended and Restated Credit Agreement dated
as of October 5, 2007, and as amended by that certain
Waiver and Tenth Amendment to Amended and Restated Credit Agreement
dated as of November 26, 2007, and as amended by that
certain Eleventh Amendment to Amended and Restated Credit Agreement
dated as of December 15, 2008, and as amended by that
certain Twelfth Amendment to Amended and Restated Credit Agreement
dated as of March 27, 2009, and as otherwise amended,
supplemented or modified from time to time prior to the Amendment
Effective Date (the “ Credit Agreement ”),
pursuant to which the Lenders have agreed to make revolving credit
loans to, and participate in letters of credit issued for, the
benefit of the Borrower under the terms and provisions stated
therein; and
WHEREAS, the Borrower has requested
that the Administrative Agent and the Lenders amend
Section 6.2.2(xi) of the Credit Agreement in order to increase
the limit on the aggregate principal amount of all Unsecured Notes
that the Borrower is permitted to issue and have outstanding from
time to time, including all Unsecured Notes outstanding as of the
Amendment Effective Date, from $400,000,000 to $530,000,000;
and
WHEREAS, the Borrower has requested
that Lenders make certain other modifications to the Credit
Agreement as more particularly set forth below, subject to the
terms and conditions set forth herein and in the Credit Agreement;
and
WHEREAS, subject to the terms and
conditions of this Amendment and the Credit Agreement, each of the
Lenders party hereto has entered into this Amendment in order to
effectuate the amendments and modifications to the Credit Agreement
set forth herein;
NOW, THEREFORE, in consideration of
the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions .
Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meaning as in the
Credit Agreement.
Section 2. Amendments to
Credit Agreement . The Credit Agreement is hereby amended as
follows:
(a) Section 1.1 of the Credit
Agreement is hereby amended by inserting in the alphabetically
appropriate places therein the new defined terms “2007
Convertible Notes” and “2007 Convertible Notes
Indenture”.
“ “
2007 Convertible Notes ” means those certain 4
1
/
2 % convertible senior
subordinated notes due November 15, 2012, issued by the
Borrower in an aggregate principal amount of $230,000,000 on the
date of issuance thereof.”.
“ “ 2007 Convertible
Notes Indenture ” means collectively, that certain
indenture dated as of December 5, 2007, by and among the
Borrower, as issuer, and Wells Fargo Bank, National Association, as
trustee, and certain of its affiliates, that certain first
supplemental indenture dated as of December 5, 2007, between
the Borrower and Wells Fargo Bank, National Association, as
trustee, and related documentation entered into in connection
therewith pursuant to which the 2007 Convertible Notes have been
issued, as the same may be amended, restated, modified or
supplemented from time to time.”.
(b) The definition of
“Unsecured Notes” is hereby amended by inserting
immediately following “senior subordinated unsecured
convertible notes” the parenthetical phrase “(including
the 2007 Convertible Notes)”.
(c) The definition of
“Unsecured Notes Indenture” is hereby amended by
inserting immediately following “any indenture” the
parenthetical phrase “(including the 2007 Convertible Notes
Indenture)”.
(d) Clause (vi) of
Section 6.1.1 of the Credit Agreement is hereby amended by
deleting “(including the Unsecured Notes Indenture)”
and inserting in place thereof “(including any Unsecured
Notes Indenture”).
(e) Clause (xi) of
Section 6.2.2 of the Credit Agreement is hereby amended by
deleting the reference therein to “$400,000,000” and
inserting in place thereof “$530,000,000”.
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(f) Clause (d) of
Section 6.2.4 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
“; and (d) make any
mandatory or optional cash payments or deliveries of the
Borrower’s capital stock, or any combination thereof, in
settlement of its obligations under the 2007 Convertible Notes
Indenture upon conversion or required repurchase of any 2007
Convertible Notes”.
(g) Clause (i) of
Section 6.2.20 of the Credit Agreement is hereby amended by
deleting the second proviso therein and inserting in place thereof
the following:
“, and provided further that
so long as (x) no Borrowing Base Deficiency then exists and
(y) no Default or Unmatured Default has occurred and is
continuing or would result therefrom, the Borrower shall be
permitted to make any optional cash payments or deliveries of the
Borrower’s capital stock, or any combination thereof, in
settlement of its obligations under the 2007 Convertible Notes
Indenture upon the conversion or required repurchase of any 2007
Convertible Notes thereunder (and, for the avoidance of doubt,
nothing in this Section 6.2.20(i) shall limit the
Borrower’s ability to make any scheduled payments or
mandatory prepayments with respect to any Unsecured Notes);
or”.
Section 3. Acknowledgment of
Automatic Borrowing Base Reduction . Each of the parties hereto
hereby acknowledges that:
(a) Section 6.2.2(xi)(a)(3) of
the Credit Agreement provides that the Borrowing Base shall be
automatically be reduced by an amount equal to (A) with
respect to the first $300,000,000 of aggregate principal amount of
any Unsecured Notes and any Contingent Obligations incurred, 20% of
such principal amount, and (B) with respect to any Unsecured
Notes and any Contingent Obligations incurred in excess of
$300,000,000 in aggregate principal amount, 30% of such excess
principal amount;
(b) The Borrower issued $230,000,000
of Unsecured Notes (comprising senior subordinated unsecured
convertible notes) in December 2007; and
(c) As a result, the Borrowing Base
then in effect shall be automatically reduced by an amount equal to
(x) 20% of the first $70,000,000 of principal amount of
Unsecured Notes issued after the Amendment Effective Date plus
(y) 30% of the principal amount of Unsecured Notes in excess
of $70,000,000 issued after the Amendment Effective
Date.
Section 4. Conditions
Precedent . The effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions
precedent:
(a) Executed Amendment . The
Administrative Agent shall have received a counterpart of this
Amendment duly executed by the Borrower and Lenders constituting at
least the Required Lenders.
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(b) Other Conditions . The
Borrower shall have confirmed and acknowledg
