PENN VIRGINIA RESOURCE PARTNERS, L.P. PENN VIRGINIA RESOURCE FINANCE CORPORATION and the Subsidiary Guarantors named herein 8 1/4% SENIOR NOTES DUE 2018 THIRDSUPPLEMENTAL INDENTURE DATED AS OF MAY 17, 2012 WELLS FARGO BANK, N.A., Trustee
Exhibit 4.7
PENN VIRGINIA RESOURCE PARTNERS, L.P.
PENN VIRGINIA RESOURCE FINANCE CORPORATION
and
the Subsidiary Guarantors named herein
8 1/4% SENIOR NOTES DUE 2018
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF MAY 17, 2012
WELLS FARGO BANK, N.A.,
Trustee
This THIRD SUPPLEMENTAL INDENTURE, dated as of May 17, 2012, is among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the Company), Penn Virginia Resource Finance Corporation, a Delaware corporation (Finance Co and, together with the Company, the Issuers), each of the parties identified under the caption Subsidiary Guarantors on the signature page hereto (the Subsidiary Guarantors), and Wells Fargo Bank, N.A., a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of April 27, 2010, as supplemented by that First Supplemental Indenture dated April 27, 2010 (as so supplemented, the Indenture), pursuant to which the Issuers have issued $300,000,000 in principal amount of 8 1/4% Senior Notes due 2018 (the Notes);
WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee.
ARTICLE 2
From this date, in accordance with Section 4.13 and by executing this Third Supplemental Indenture, the Subsidiary Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuers.
Section 3.03. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.
Issuers: | ||||
PENN VIRGINIA RESOURCE PARTNERS, L.P. | ||||
By: | Penn Virginia Resource GP, LLC | |||
its general partner | ||||
By: | /s/ Robert Wallace | |||
Name: | Robert Wallace | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
PENN VIRGINIA RESOURCE FINANCE CORPORATION | ||||
By: | /s/ Robert Wallace | |||
Name: | Robert Wallace | |||
Title: | Executive Vice President and | |||
Chief Financial Officer |
Signature Page to Third Supplemental Indenture
Subsidiary Guarantors: | ||||
CHIEF GATHERING LLC | ||||
CONNECT ENERGY SERVICES, LLC | ||||
CONNECT GAS GATHERING, LLC | ||||
CONNECT GAS PIPELINE LLC | ||||
CONNECT NGL PIPELINE, LLC | ||||
DULCET ACQUISITION LLC | ||||
FIELDCREST RESOURCES LLC | ||||
K RAIL LLC | ||||
KANAWHA RAIL LLC | ||||
LJL, LLC | ||||
LOADOUT LLC | ||||
PENN VIRGINIA OPERATING CO., LLC | ||||
PVR CHEROKEE GAS PROCESSING LLC | ||||
PVR EAST TEXAS GAS PROCESSING, LLC | ||||
PVR FINCO LLC | ||||
PVR GAS PIPELINE, LLC | ||||
PVR GAS PROCESSING LLC | ||||
PVR GAS RESOURCES, LLC | ||||
PVR HAMLIN, LLC | ||||
PVR HYDORCARBONS LLC | ||||
PVR LAVERNE GAS PROCESSING LLC | ||||
PVR MARCELLUS GAS GATHERING, LLC | ||||
PVR MIDSTREAM LLC | ||||
PVR NATURAL GAS GATHERING LLC | ||||
PVR NORTH TEXAS GAS GATHERING, LLC | ||||
PVR OKLAHOMA NATURAL GAS GATHERING LLC | ||||
PVR WATER SERVICES, LLC | ||||
SUNCREST RESOURCES LLC | ||||
TONEY FORK LLC | ||||
By: | /s/ Robert Wallace | |||
Name: | Robert Wallace | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
Trustee: | ||||
WELLS FARGO BANK, N.A., | ||||
By: | /s/ Patrick T. Giordano | |||
Name: | Patrick T. Giordano | |||
Title: | Vice President |
Signature Page to Third Supplemental Indenture