Exhibit 10.1
TWELFTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT
AGREEMENT
This Twelfth Amendment to Amended
and Restated Credit Agreement (this “ Amendment
”) dated as of March 27, 2009 (the “
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 dated as of November 26, 2007,
and as amended by that certain Eleventh Amendment dated as of
December 15, 2008, and as otherwise amended, supplemented
or modified from time to time prior to the 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 Lenders party hereto amend certain provisions of the Credit
Agreement as set forth herein; 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 by
deleting the existing Pricing Schedule attached to the Credit
Agreement and inserting in its place as the new Pricing Schedule to
the Credit Agreement the text contained in Annex 1 attached to this
Amendment.
Section 3. Decrease of the
Borrowing Base .
(a) The Borrowing Base shall be
decreased from $479,000,000 to $450,000,000 from and after the
Effective Date until the Borrowing Base shall be otherwise
redetermined in accordance with the Credit Agreement.
(b) Both the Borrower, on the one
hand, and the Administrative Agent and the Lenders party hereto, on
the other hand, agree that the redetermination of the Borrowing
Base pursuant to clause (a) of this Section 3 constitutes
the regularly scheduled Borrowing Base redetermination for Spring
2009 (and shall not constitute a special redetermination of the
Borrowing Base pursuant to Section 2.21(v) of the Credit
Agreement).
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.
(b) Other Conditions . The
Borrower shall have confirmed and acknowledged to the
Administrative Agent, the LC Issuer and the Lenders, and by its
execution and delivery of this Amendment the Borrower does hereby
confirm and acknowledge to the Administrative Agent and the
Lenders, that (i) the execution, delivery and performance of
this Amendment has been duly authorized by all requisite corporate
action on the part of the Borrower; (ii) the Credit Agreement
and each other Loan Document to which it is a party constitute
valid and legally binding agreements enforceable against the
Borrower in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar
laws relating to or affecting the enforcement of creditors’
rights generally and by general principles of equity;
(iii) the representations and warranties made by the Borrower
or any other Loan Party contained in the Credit Agreement and in
the other Loan Documents are true and correct in all material
respects on and as of the date hereof as though made as of the date
hereof or, to the extent any such representation or warranty is
stated to relate solely to an earlier date, such representation or
warranty shall have been true and correct on and as of such earlier
date; and (iv) no Default or Unmatured Default exists under
the Credit Agreement or any of the other Loan Documents.
Section 5. Ratification of
Credit Agreement . Except as expressly amended, modified or
waived by this Amendment, the terms and provisions of the Credit
Agreement and the other Loan Documents are ratified and confirmed
in all respects and shall continue in full force and
effect.
Page 2
Section 6. Expenses .
The Borrower agrees to pay on demand all expenses set forth in
Section 9.6 of the Credit Agreement.
Section 7. Miscellaneous
. (a) On and after the effectiveness of this Amendment, each
reference in each Loan Document to “this Agreement”,
“this Note”, “this Mortgage”, “this
Guaranty”, “this Pledge Agreement”,
“hereunder”, “hereof” or words of like
import, referring to such Loan Document, and each reference in each
other Loan Document to “the Credit Agreement”,
“the Notes”, “the Mortgages”, “the
Guaranty”, “the Pledge Agreement”,
“thereunder”, “thereof” or words of like
import referring to the Credit Agreement, the Notes, the Mortgage,
the Guaranty, the Pledge Agreement or any of them, shall mean and
be a reference to such Loan Document, the Credit Agreement, the
Notes, the Mortgage, the Guaranty, the Pledge Agreement or any of
them, as amended or otherwise modified by this Amendment;
(b) the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any default of the
Borrower or any right, power or remedy of the Administrative Agent
or the Lenders under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents; (c) this
Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement; and
(d) delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.
Section 8.
Severab
