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| PVA > SEC Filings for PVA > Form 8-K on 20-Nov-2009 | All Recent SEC Filings |
20-Nov-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On November 18, 2009, Penn Virginia Holding Corp. (the "Borrower"), a direct wholly owned subsidiary of Penn Virginia Corporation (the "Registrant"), and the Registrant entered into a Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "New Credit Agreement"). Simultaneously with the execution of the New Credit Agreement, the Registrant's existing Amended and Restated Credit Agreement dated as of December 4, 2003, as amended, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, was terminated.
The New Credit Agreement provides for a $300 million revolving credit facility, including a $20 million sublimit for the issuance of letters of credit (the "Revolver"). The Borrower has an option to increase the commitments under the Revolver by up to an aggregate of $225 million upon the receipt of commitments from one or more lenders. The Revolver is governed by a borrowing base calculation and the availability under the Revolver may not exceed the lesser of the aggregate commitments and the borrowing base. The initial borrowing base is $420 million and is redetermined semi-annually. The Revolver is available for general purposes, including working capital, capital expenditures and acquisitions. The maturity date of the Revolver is November 19, 2012.
Borrowings under the Revolver bear interest, at the Borrower's option, at either
(i) a rate derived from the London Interbank Offered Rate, as adjusted for
statutory reserve requirements for Eurocurrency liabilities (the "Adjusted
LIBOR"), plus an applicable margin (ranging from 2.000% to 3.000%) or (ii) the
greater of (a) the Agent's prime rate, (b) federal funds effective rate plus
0.5% and (c) the one-month Adjusted LIBOR plus 1.0%, in each case, plus an
applicable margin (ranging from 1.000% to 2.000%). In each case, the applicable
margin is determined based upon the ratio of the Borrower's outstanding
borrowings to the available Revolver capacity.
The New Credit Agreement is guaranteed by the Registrant and all of the material oil and gas subsidiaries of the Borrower (the "Subsidiary Guarantors," and together with the Registrant and the Borrower, the "Loan Parties") pursuant to a Guaranty. The obligations of the Loan Parties under the Credit Agreement are secured by a first priority lien on portion of the Loan Parties' proved oil and gas reserves and a pledge of the equity interests in the Borrower and the Subsidiary Guarantors pursuant to Mortgages and Deeds of Trust and Pledge Agreements.
The New Credit Agreement contains customary financial covenants. The Registrant must not permit its ratio of Total Debt to EBITDAX (each as defined in the New Credit Agreement) for any four consecutive fiscal quarters to exceed 4.0 to 1.0 (dropping to 3.5 to 1.0 for periods ending on or after September 30, 2011). EBITDAX, which is a non-GAAP (generally accepted accounting principles) measure, is defined in the New Credit Agreement, but generally means the Registrant's net income plus interest expense, taxes, depreciation, depletion and amortization expenses, exploration expenses, impairments, other non-cash charges or losses and the amount cash distributions received from Penn Virginia GP Holdings, L.P. and Penn Virginia Resource Partners, L.P. The Registrant must also not permit its ratio of Consolidated Current Assets to Consolidated Current Liabilities (each as defined in the New Credit Agreement) as of the end of any fiscal quarter to exceed 1.0 to 1.0. For purposes of the New Credit Agreement, Consolidated Current Assets includes the amount of any unused commitments.
The New Credit Agreement also contains other customary affirmative and negative covenants (which are in each case subject to certain exceptions), including, but not limited to, restrictions on the ability of the Loan Parties incur additional debt and guaranty obligations, create liens on their respective assets, pay dividends or distributions or redeem equity or other debt, make certain loans, acquisitions or investments, enter into hedging transactions, make any material change to the nature of their business and merge or sell assets.
The New Credit Agreement contains customary events of default (which are in each case subject to certain exceptions, thresholds and grace periods), including, but not limited to, with respect to nonpayment of principal or interest, breaches of representations and warranties, failure to perform or observe covenants, cross-defaults with certain other indebtedness, impairments of security interests in collateral, certain bankruptcy-related events, monetary judgment defaults and certain change of control events.
A copy of the New Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
10.1 Credit Agreement dated as of November 18, 2009 among
Penn Virginia Holding Corp., as borrower, Penn
Virginia Corporation, as parent, the lenders party
thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
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