PVR PARTNERS, L. P. - FORM 8-K - EX-10.1

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8-K - FORM 8-K - PVR PARTNERS, L. P.	d492940d8k.htm

Exhibit 10.1

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment”) is dated as of February 21, 2013, and is made by and among PVR FINCO LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (individually a “Guarantor” and collectively, the “Guarantors”), the FINANCIAL INSTITUTIONS PARTY TO THE CREDIT AGREEMENT (AS HEREINAFTER DEFINED) (individually a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., SUNTRUST BANK, BRANCH BANKING AND TRUST COMPANY and UNION BANK, each in its capacity as a documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”). PNC Capital Markets LLC, RBC Capital Markets and Wells Fargo Bank, N.A. are Lead Arrangers, and RBC Capital Markets and Wells Fargo Bank, N.A. are Co-Syndication Agents under the Credit Agreement (defined below).

RECITALS:

WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement, dated as of August 13, 2010, as amended by that certain First Amendment to Credit Agreement dated April 19, 2011 and that certain Second Amendment to Credit Agreement dated April 23, 2012 (as so amended, the “Credit Agreement”) (unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Credit Agreement);

WHEREAS, the Borrower and the Guarantors have requested that the Lenders agree to make certain modifications to the Credit Agreement relating to the Leverage Ratio covenant as set forth more specifically herein, and the Required Lenders have agreed to amend the Credit Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, and incorporating the above-defined terms herein, the parties hereto agree as follows:

1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference.

2. Amendments to Credit Agreement.

(a) Amendment to Section 1.1 [Certain Definitions] – New Definitions. Section 1.1 of the Credit Agreement is hereby amended to insert the following new definitions in the appropriate alphabetical order therein:

(i) “Third Amendment shall mean that certain Third Amendment to Credit Agreement by and among the Borrower, the other Loan Parties, the Required Lenders and the Agent dated as of February 21, 2013.”

(ii) “Third Amendment Date shall mean February 21, 2013.”

(b) Amendment to Section 1.1 [Certain Definitions] – Amended and Restated Definitions. The following definitions set forth in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety as follows:

(i) “General Partner shall mean PVR GP, LLC, a Delaware limited liability company and the sole general partner of the Parent.”

(ii) “Parent shall mean PVR Partners, L.P., a Delaware limited partnership and its successors and permitted assigns.”

(c) Amendment to Section 7.2.16 [Maximum Leverage Ratio]. Section 7.2.16 of the Credit Agreement is hereby amended and restated as follows:

“7.2.16 Maximum Leverage Ratio.

The Loan Parties shall not permit the ratio of Consolidated Total Indebtedness of the Parent and its Restricted Subsidiaries, as measured at the end of each fiscal quarter, to Consolidated EBITDA, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to exceed 6.50 to 1.00 commencing with the fiscal period ending June 30, 2012 through the fiscal period ending December 31, 2012, 5.75 to 1.00 commencing with the fiscal period ending March 31, 2013 through the fiscal period ending June 30, 2013, 5.50 to 1.00 commencing with the fiscal period ending September 30, 2013 through the fiscal period ending December 31, 2013, and 5.25 to 1.00 commencing with the fiscal period ending March 31, 2014 and for each fiscal period thereafter.”

(d) Amendment and Restatement of Schedule 1.1(A). Schedule 1.1(A) to the Credit Agreement is hereby amended and restated in its entirety in the form bearing the same reference attached hereto.

(e) Amendment and Restatement of Schedule 1.1(B). Part 2 of Schedule 1.1(B) [Addresses for Notices to Borrower and Guarantors] to the Credit Agreement is hereby amended and restated in its entirety in the form bearing the same reference attached hereto.

(f) Amendment and Restatement of Schedule 5.1.3. Schedule 5.1.3 to the Credit Agreement is hereby amended and restated in its entirety in the form bearing the same reference attached hereto.

(g) Amendment and Restatement of Exhibit 7.3.3 [Quarterly Compliance Certificate]. Exhibit 7.3.3 to the Credit Agreement is hereby amended and restated in its entirety in the form bearing the same reference attached hereto.

3. Conditions to Effectiveness. The amendments contained in Section 2 of this Third Amendment shall become effective upon each of the following conditions being satisfied to the satisfaction of the Agent:

(a) Execution and Delivery of Third Amendment. The Borrower, the Guarantors, the Required Lenders and the Agent shall have executed this Third Amendment and all other documentation referred to below shall have been executed and delivered all to the reasonable satisfaction of the Borrower, the Required Lenders and the Agent.

(b) Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to:

(i) all action taken by such party in connection with this Third Amendment and the other documents executed and delivered in connection herewith, together with authorizing resolutions on behalf of each of the Loan Parties evidencing same;

(ii) the names of the officer or officers authorized to sign this Third Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and

(iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

(c) Fees. The Borrower shall have paid: to the Agent, for the benefit of the Lenders consenting, in writing, to the Third Amendment on or before the Third Amendment Date, the fees due and payable pursuant to the Fee Letter dated February 1, 2013.

4. Miscellaneous.

(a) Representations and Warranties. By its execution and delivery hereof to the Agent, each of the Loan Parties represents and warrants to the Agent and the Lenders that (i) such Loan Party has duly authorized, executed and delivered this Third Amendment, (ii) the representations and warranties of the Loan Parties contained in Article 5 of the Credit Agreement are true and accurate in all material respects on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof (provided that representations and warranties which relate solely to an earlier date or time shall be true and correct in all material respects on and as of the specific dates or times referenced to therein), (iii) the Loan Parties have performed and complied with all covenants and conditions of the Credit Agreement and this Third Amendment and (iv) no Event of Default or Potential Default under the Credit Agreement has occurred and is continuing or exists.

(b) Full Force and Effect. All provisions of the Credit Agreement remain in full force and effect on and after the date hereof except as expressly amended hereby. The parties do not amend any provisions of the Credit Agreement except as expressly amended hereby.

(c) Counterparts. This Third Amendment may be signed in counterparts (by facsimile transmission or otherwise) but all of such counterparts together shall constitute one and the same instrument.

(d) Incorporation into Credit Agreement. This Third Amendment shall be incorporated into the Credit Agreement by this reference. All representations, warranties, Events of Default and covenants set forth herein shall be a part of the Credit Agreement as if originally contained therein.

(e) Governing Law. This Third Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws principles.

(f) Payment of Fees and Expenses. The Borrower unconditionally agrees to pay and reimburse the Agent and save the Agent harmless against liability for the payment of all reasonable out-of-pocket costs, expenses and disbursements of the Agent, including, without limitation, the reasonable fees and expenses of counsel incurred by the Agent in connection with the development, preparation, execution, administration, interpretation or performance of this Third Amendment and all other documents or instruments to be delivered in connection herewith.

(g) No Novation. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. Borrower, the Guarantors, each Lender, and the Agent acknowledge and agree that this Third Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement or the other Loan Documents.

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