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Exhibit
10.1
Execution Form
WAIVER AND EIGHTH
AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This Waiver and Eighth
Amendment to Amended and Restated Credit Agreement (this “
Amendment ”) dated as of August 1, 2007 (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 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 the Lenders make certain 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
as amended hereby; and
WHEREAS, subject to the terms
and conditions of this Amendment and the Credit Agreement, each of
the Lenders party hereto and the Administrative Agent have agreed
to enter into this Amendment in order to effectuate such amendments
and modifications to the Credit Agreement;
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. Waiver of
Section 6.1.9(i) . Each of the Administrative Agent, the
LC Issuer and each Lender party hereto hereby agrees to waive
and suspend from the Effective Date until December 15, 2007,
compliance by the Borrower and its Restricted Subsidiaries
with
Section 6.1.9(i) of the Credit
Agreement, which requires that the Borrower shall, or shall cause
its Restricted Subsidiaries to, maintain Mortgages on Oil and Gas
Properties having an aggregate value such that, after giving effect
to all such Mortgages, the Mortgaged Properties will represent at
least the lesser of (i) 75% of the total value of the Oil and
Gas Properties evaluated in the most recent Reserve Report and
included in the Borrowing Base after giving effect to exploration
and production activities, acquisitions, dispositions and
production or (ii) 125% of the Aggregate
Commitment.
Section 3. Amendments to
Credit Agreement . The Credit Agreement is hereby amended by
deleting the existing Commitment Schedule to the Credit Agreement
and inserting in its place the schedule of commitments set forth in
Annex 1 attached to this Amendment as the new Commitment
Schedule to 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, the Administrative
Agent, the LC Issuer and each of the Lenders.
(b) Notes . The
Administrative Agent shall have received a Note on behalf each
Lender that has requested a Note pursuant to Section 2.13 of
the Credit Agreement payable to the order of each such requesting
Lender.
(c) Legal Opinions .
The Administrative Agent shall have received the written legal
opinion of (i) Nancy M. Snyder, Esq., as general counsel to
Borrower and the Guarantors, and (ii) Vinson & Elkins
L.L.P., as special counsel to Borrower and the Guarantors, each of
which shall be addressed to the Administrative Agent, the LC Issuer
and the Lenders and shall be in form and substance satisfactory to
the Administrative Agent.
(d) 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 on and as of the date
hereof in all material respects as though made as of the date
hereof; and (iv) no Default or Unmatured Default exists under
the Credit Agreement or any of the other Loan Documents.
Page 2
Section 5. Fees Payable to
Lenders . Concurrently with the effectiveness of this
Amendment, the Borrower shall pay to the Administrative Agent for
the account of each Lender, a fee equal to 0.15% of the positive
difference, if any, of (a) such Lender’s Commitment
after giving effect to this Amendment minus (b) such
Lender’s Commitment immediately prior to the
effectiveness
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