ADDENDA All Addenda issued prior to bid date adjust, modify, or change the drawings and specifications as set forth in the Addenda. No Addenda will be issued within five days of the date set for opening bids without an extension of the bid date. All such Addenda are part of the contract.
Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Exhibits and Attachments The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance
ADDENDA AND EXHIBITS Attached hereto is an Addendum or Addenda consisting of Paragraphs 49 through 55, and Exhibits A through B, all of which constitute a part of this Lease.
LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
LIST OF ATTACHMENTS Attachment 1: Acronyms and Abbreviations Attachment 2: Loaded Hourly Labor Rates – Government Site Attachment 3: Loaded Hourly Labor Rates – Contractor Site Attachment 4: Labor Category Descriptions Attachment 5: Federal Enterprise Architecture/Department. of Defense Enterprise Architecture Overview Attachment 6: N/A Attachment 7: GWAC Management Module Contract Line Item Number Reporting Format Attachment 7A: Contract Labor ID and GMM CLIN List (END OF SECTION J) SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS Contractor Representations and Certifications submitted in response to the Alliant SB GWAC solicitation are hereby incorporated by reference into the resulting contract. (END OF SECTION K) ACRONYMS AND ABBREVIATIONS ACO Administrative Contracting Officer ADR Alternative Dispute Resolution CAF Contract Access Fee CAS Cost Accounting Standards CAV Contractor Assisted Visits CCR Central Contractor Registration CDA Contract Disputes Act of 1978 CFE Contractor Furnished Equipment CLIN Contract Line Item Number CO Contracting Officer CONUS Continental United States COR Contracting Officer’s Representative COTR Contracting Officer’s Technical Representative CPS Contractor Performance System CSO Cognizant Security Office D&F Determination and Findings DBA Xxxxx Xxxxx Act DCAA Defense Contract Audit Agency DCMA Defense Contract Management Agency DOL Department of Labor DPA Delegation of Procurement Authority DUNS Data Universal Numbering System EEO Equal Employment Opportunity EFT Electronic Funds Transfer eSRS Electronic Subcontracting Reporting System EVMS Earned Value Management System FAS Federal Acquisition Service FOIA Freedom of Information Act FPDS-NG Federal Procurement Data System-Next Generation FTR Federal Travel Regulations G&A General and Administration GFE Government Furnished Equipment GFM Government Furnished Material GFP Government Furnished Property GSA General Services Administration GWAC Government Wide Acquisition Contract HCA Head of Contracting Activity ITMRA Information Technology Management Reform Act J&A Justification and Approval JTR Joint Travel Regulations L-H Labor Hour MA/IDIQ Multiple Award Indefinite-Delivery Indefinite-Quantity MOU Memorandum of Understanding MPIN Marketing Partner Identification Number NAICS North American Industrial Classification System OCI Organizational Conflict of Interest OCO Ordering Contracting Officer OCONUS Outside of Continental United States ODC Other Direct Cost OMB Office of Management and Budget ORCA Online Representations and Certifications Application PBSOW Performance-Based Statement of Work PCO Procuring Contracting Officer PMO Program Management Office POC Point of Contact PPIRS Past Performance Information Retrieval System PWS Performance Work Statement QASP Quality Assurance Surveillance Plan RFP Request for Proposal SCA Service Contract Act SOO Statement of Objectives SOW Statement of Work T&M Time & Materials TOR Task Order Request VSC Vendor Support Center FORMS DD254 Contract Security Classification Specification GSA 527 Contractor’s Qualifications and Financial Information (END OF SECTION J, ATTACHMENT 1) LOADED HOURLY LABOR RATES – GOVERNMENT SITE Included in individual awarded contracts (END OF SECTION J, ATTACHMENT 2) LOADED HOURLY LABOR RATES – CONTRACTOR SITE Included in individual awarded contracts (END OF SECTION J, ATTACHMENT 3) SECTION J – ATTACHMENT 4 LABOR CATEGORY DESCRIPTIONS Knowledge/Skill Levels: Many functional labor categories below (marked with #) are further subdivided by knowledge/skill level. Definitions of these knowledge/skill levels are shown in this chart: Level Knowledge/Skill Description Entry-Level Applies fundamental concepts, processes, practices, and procedures on technical assignments. Performs work that requires practical experience and training. Work is performed under supervision. Journeyman Possesses and applies expertise on multiple complex work assignments. Assignments may be broad in nature, requiring originality and innovation in determining how to accomplish tasks. Operates with appreciable latitude in developing methodology and presenting solutions to problems. Contributes to deliverables and performance metrics where applicable. Senior Possesses and applies a comprehensive knowledge across key tasks and high impact assignments. Plans and leads major technology assignments. Evaluates performance results and recommends major changes affecting short-term project growth and success. Functions as a technical expert across multiple project assignments. May supervise others. Master Provides technical/management leadership on major tasks or technology assignments. Establishes goals and plans that meet project objectives. Has domain and expert technical knowledge. Directs and controls activities for a client, having overall responsibility for financial management, methods, and staffing to ensure that technical requirements are met. Interactions involve client negotiations and interfacing with senior management. Decision making and domain knowledge may have a critical impact on overall project implementation. May supervise others. Administration/Clerical (101A#)
Exhibits and Addenda The exhibits and addenda listed below (unless lined out) are incorporated by reference in this Lease:
Addendums In the event that the Investment Manager and the Sub-Advisors (or any of them as the case may be) execute an Addendum to this Agreement, such Addendum shall be deemed to be attached to and become a part of this Agreement and the terms of this Agreement shall be amended, supplemented or modified by the terms of such Addendum as applicable. In the event of conflict between this Agreement and any Addendum, the terms and conditions contained in such Addendum shall control. Upon the execution by the Investment Manager and the Sub-Advisors (or any of them, as the case may be) of any Addendum, this “Agreement” shall be deemed to include the terms set forth in any such Addendum.
LIST OF APPENDICES APPENDIX -------- General Information Relating to the Partnerships........................ A Table 1 Jurisdiction of Organization, Initial Investment by Limited Partners and Number of Limited Partners Table 2 Aggregate Merger Value Table 3 Merger Value Attributable to Partnership Interests of Limited Partners Table 4 Ownership Percentage and Merger Value Attributable to Nonmanaging General Partners Other Than Pioneer USA Table 5 Ownership Percentage and Merger Value Attributable to Pioneer USA Held in Its Capacities as General Partner, Nonmanaging General Partner and Limited Partner Table 6 Voting Percentage in Partnerships Beneficially Owned by Pioneer USA in Its Capacity as a Limited Partner Table 7 Historical Partnership Distributions Table 8 Annual Repurchase Prices and Aggregate Annual Repurchase Payments Table 9 Participation in Costs and Revenues of the Partnerships Table 10 Average Oil, Natural Gas Liquids and Gas Sales Prices and Production Costs Table 11 Proved Reserves Attributable to Pioneer USA, Other Nonmanaging General Partners and Limited Partners Table 12 Oil, Natural Gas Liquids and Gas Production Table 13 Productive Wellx xxx Developed Acreage Table 14 Recent Trades of Partnership Interests Summary Reserve Report of Willxxxxxx Xxxroleum Consultants, Inc. for the B Partnerships.......................................................... Form of Fairness Opinion of Robexx X. Xxxxxxx & Xo., Inc................
Appendices 15.1 The appendices to this Agreement are entire and integral part of this Agreement.
