Eight Amendment to Amended and Restated Credit Agreement



 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. 
  

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 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 of this Amendment. 
 Section 6. Ratification of Credit Agreement.
Except as expressly amended, modified or waived by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed in all respects and shall continue in full force and effect. 
 Section 7. Consent to Amend Mortgages. By executing this Amendment, each Lender party hereto hereby consents to the Administrative Agent and, as
applicable, PVA Oil & Gas or PVA Texas, as mortgagor, executing, delivering and filing of record in each appropriate jurisdiction, one or more amendments to each Mortgage to which PVA Oil & Gas or PVA Texas, as applicable, is a
party for the purpose of increasing the maximum stated amount of the indebtedness secured by such Mortgage. Notwithstanding the foregoing consent, nothing herein shall obligate the Administrative Agent, PVA Oil & Gas or PVA Texas to amend
the Mortgages as set forth above. 
 Section 8. Expenses. The Borrower agrees to pay on demand all expenses set forth in
Section 9.6 of the Credit Agreement. 
 Section 9. Miscellaneous. (a) On and after the effectiveness of this Amendment, each
reference in each Loan Document to “this Agreement”, “this Note”, “this Mortgage”, “this Guaranty”, “this Pledge Agreement”, “hereunder”, “hereof” or words of like import,
referring to such Loan Document, and each reference in each other Loan Document to “the Credit Agreement”, “the Notes”, “the Mortgages”, “the Guaranty”, “the Pledge Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, the Notes, or the Mortgage, the Guaranty, the Pledge Agreement or any of them, shall mean and be a reference to such Loan Document, the Credit
Agreement, the Notes, the Mortgage, the Guaranty, the Pledge Agreement or any of them, as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
default of the Borrower or any right, power or remedy of the Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents; (c) this Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; and (d) delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
 Section 10. Severability. Any provisions of this Amendment held by court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect
thereof shall be confined to the provisions so held to be invalid or unenforceable. 
  

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 Section 11. Applicable Law; Entire Agreement. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT
DELIVERED PURSUANT HERETO (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO PRINCIPLES OF THE CONFLICTS OF LAW), BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 
 Section 12. Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of the Agents, the LC Issuer, the Lenders and the Borrower and their respective successors and assigns. 
 Section 13.
Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. 
 Section 14. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment. 
 Section 15. NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE MATTERS HEREIN CONTAINED, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [Signature pages follow] 
  

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 EXECUTED as of the day and year first above written. 
  

			
	BORROWER:
	
	 PENN VIRGINIA CORPORATION,
 as
Borrower

		
	By:	 	 /s/ Frank A. Pici

	Name:	 	Frank A. Pici
	Title:	 	 Executive Vice President and
 Chief Financial Officer


	
	ADMINISTRATIVE AGENT AND LENDERS
	
	 JPMORGAN CHASE BANK, N.A. (successor by
 merger to Bank One, N.A. (Main Office Chicago)),
 as Administrative Agent and as a Lender

		
	By:	 	 /s/ Jo Linda Papadakis

	Name:	 	Jo Linda Papadakis
	Title:	 	Vice President
	
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION, as a Lender

		
	By:	 	 /s/ Dwight Battle

	Name:	 	Dwight Battle
	Title:	 	Vice President
	
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Jason S. York

	Name:	 	Jason S. York
	Title:	 	Authorized Signatory


  

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	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Douglas R. Liftman

	Name:	 	Douglas R. Liftman
	Title:	 	Managing Director
	
	and
		
	By:	 	 /s/ Betsy Jocher

	Name:	 	Betsy Jocher
	Title:	 	Director
	
	 BANK OF AMERICA, N.A., successor by merger
 to Fleet National Bank, as a Lender

		
	By:	 	 /s/ Adam H. Fey

	Name:	 	Adam H. Fey
	Title:	 	Vice President
	
	 COMERICA BANK,
 as a
Lender

		
	By:	 	 /s/ Huma Manal

	Name:	 	Huma Manal
	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	 /s/ Richard C. Munsick

	Name:	 	Richard C. Munsick
	Title:	 	Senior Vice President


  

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	FORTIS CAPITAL CORP.,
	as a Lender
		
	By:	 	 /s/ Michele Jones

	Name:	 	Michele Jones
	Title:	 	Senior Vice President
	
	and
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director
	
	 MIZUHO CORPORATE BANK, LTD.,
 as a
Lender

		
	By:	 	 /s/ Raymond Ventura

	Name:	 	Raymond Ventura
	Title:	 	Deputy General Manager
	
	 WELLS FARGO BANK, N.A.,
 as a Lender


		
	By:	 	 /s/ Reed V. Thompson

	Name:	 	Reed V. Thompson
	Title:	 	Senior Vice President


  

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 ACKNOWLEDGMENT BY GUARANTORS 
 Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Waiver and Eighth Amendment to Amended and
Restated Credit Agreement dated as of August 1, 2007 (the “Eighth Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Eighth Amendment, (iii) ratifies and
acknowledges its respective Obligations under each Loan Document to which it is a party, and (iv) represents and warrants that (a) no Default or Unmatured Default has occurred and is continuing, (b) it is in full compliance with all
covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Eighth Amendment. 
  

			
	PENN VIRGINIA HOLDING CORP.,
	a Delaware corporation
	
	PENN VIRGINIA OIL & GAS
	CORPORATION, a Virginia corporation
	
	 PENN VIRGINIA OIL & GAS GP LLC,
 a Delaware limited liability company

	
	 PENN VIRGINIA OIL & GAS LP LLC,
 a Delaware limited liability company

	
	 PENN VIRGINIA MC CORPORATION,
 a
Delaware corporation

	
	 PENN VIRGINIA MC ENERGY L.L.C., a
 Delaware limited liability company

	
	 PENN VIRGINIA MC OPERATING
 COMPANY L.L.C., a Delaware limited liability
 company

	
	 PENN VIRGINIA OIL & GAS, L.P.,
 a Texas limited partnership

		
		 	By Penn Virginia Oil & Gas GP LLC,
		 	a Delaware limited liability company, as its
		 	general partner
		
	By	 	 /s/ Frank A. Pici

	Name:	 	Frank A. Pici
	Title:	 	Vice President and Chief Financial Officer


  

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 ANNEX 1 
 COMMITMENT SCHEDULE 
  

				
	 Lender
	  	Commitment
	 JPMorgan Chase Bank, N.A.
	  	$	60,187,500.00
	 Wachovia Bank, National Association
	  	$	60,187,500.00
	 Royal Bank of Canada
	  	$	47,812,500.00
	 BNP Paribas
	  	$	47,812,500.00
	 Bank of America, N.A.
	  	$	47,812,500.00
	 Comerica Bank
	  	$	37,237,500.00
	 PNC Bank, National Association
	  	$	37,237,500.00
	 Fortis Capital Corp.
	  	$	37,237,500.00
	 Mizuho Corporate Bank, Ltd.
	  	$	37,237,500.00
	 Wells Fargo Bank, National Association
	  	$	37,237,500.00
		  	 	 
	 Total:
	  	$	450,000,000.00
		  	 	 

  

 Annex 1