EX-10.1


 Exhibit 10.1 
 WAIVER AND SECOND AMENDMENT 
 THIS WAIVER AND SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated as of April 10, 2013 among PENN VIRGINIA HOLDING CORP. (the “the Borrower”), PENN VIRGINIA CORPORATION (the “the Parent”), the various lenders party
hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the “Administrative Agent”). 
 WITNESSETH: 
 WHEREAS, the Parent, the Borrower, various lenders and the
Administrative Agent entered into the Credit Agreement dated as of September 28, 2012 (as amended by that certain Waiver and First Amendment dated as of April 2, 2013, and as otherwise amended, supplemented or otherwise modified prior to
the date hereof, the “Credit Agreement”); and 
 WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders amend the Credit Agreement as described herein; and 
 WHEREAS, the Administrative Agent and the Lenders
are willing to amend the Credit Agreement as requested by the Borrower, subject to the terms and conditions set forth herein. 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby
agree as follows: 
 Section 1. Defined Terms. (a) Except as may otherwise be provided herein, all capitalized
terms that are defined in the Credit Agreement (as amended hereby) shall have the same meaning herein as therein defined, all of such terms and their definitions being incorporated herein by reference; and (b) as used herein, the following
terms have the following meanings: 
 “First Amendment” means the Waiver and First Amendment
dated April 2, 2013 to the Credit Agreement among the Borrower, the Parent, various lenders and the Administrative Agent. 
 “Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of April 2, 2013, among the Seller (used herein as defined in the First Amendment), as seller, the
Borrower or one if its Restricted Subsidiaries, as buyer, and the Parent, as guarantor, together with all exhibits and schedules thereto. 
 “Unsecured Acquisition Notes” means the proposed senior unsecured notes to be issued by the Borrower and/or the Parent in a public offering or in a Rule 144a or other private placement in
connection with the 2013 Acquisition. 
 “Target” means the Person and assets to be acquired by
the Parent or its Restricted Subsidiaries pursuant to the Stock Purchase Agreement. 






 Section 2. Amendments to Credit Agreement. On the Amendment Effective Date, the
proviso at the end of Section 6.05(a)(i) of the Credit Agreement is amended in its entirety to read as follows: 

provided, that (x) (without duplication) the Credit Parties shall be permitted to enter into Swap Agreements (or hedging
trades or transaction thereunder) with respect to reasonably anticipated production of natural gas liquids and condensate by entering into Swap Agreements (or hedging trades or transaction thereunder) for oil on a conversion/equivalency basis where
each volume unit of oil equals two volume units of natural gas liquids or condensate; and 
 (y) in connection with a proposed
acquisition by a Credit Party of Oil and Gas Properties permitted hereunder (each, a “Proposed Acquisition”), the Credit Parties may also enter into incremental Swap Agreements (or hedging trades or transactions thereunder) with
Approved Counterparties prior to the consummation of such Proposed Acquisition with respect to not more than (1) 85% of the reasonably anticipated production of natural gas, (2) 85% of the reasonably anticipated production of oil and
(3) 85% of the reasonably anticipated production of natural gas liquids and condensate, in each case, from the Proved Developed Producing Properties (as defined below) to be acquired by the Credit Parties pursuant to the Proposed Acquisition,
for a period not exceeding 36 months from the date such Swap Agreement is entered into, during the period between (I) the date on which such Credit Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and
(II) the earliest of (a) the date such Proposed Acquisition is consummated, (b) the date such acquisition is terminated and (c) 45 days after such definitive acquisition agreement was executed (or such longer period as to which
the Administrative Agent may agree); provided that all such incremental Swap Agreements entered into with respect to a Proposed Acquisition shall be terminated or unwound not later than the earlier of (i) if the Proposed Acquisition has
not yet been consummated, 90 days (or such longer period to the extent that such acquisition is awaiting required governmental approvals) following the date on which such Credit Party signs a definitive acquisition agreement in connection with a
Proposed Acquisition and (ii) 30 days following the date such Proposed Acquisition is terminated, in each case, such that the Credit Parties are in compliance with clauses (A) through (D) of Section 6.05(a) above. For purposes of
this Section 6.05, “Proved Developed Producing Properties” means Oil and Gas Properties which are categorized as “Proved Reserves” that are both “Developed” and “Producing”, as such terms are
defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question. 

Section 3. Waiver on Acquisition Closing Date. Notwithstanding anything to the contrary contained in the Credit Agreement, as
of the Acquisition Closing Date, solely with respect to the issuance of the Unsecured Acquisition Notes or the incurrence of indebtedness under the Bridge Facility, as applicable, the Required Lenders waive the requirement that the Borrowing Base
then in effect be reduced in accordance with Section 6.01(j) of the Credit Agreement as a result of the incurrence of Indebtedness under (i) the Unsecured Acquisition Notes up to the lesser of (x) $350,000,000 and (y) the
aggregate principal amount of such Indebtedness or (ii) the Bridge Facility up to the lesser of (x) $250,000,000 and (y) the aggregate principal amount of such Indebtedness. 

Section 4. Initial Conditions of Effectiveness. This Amendment and the amendment set forth in Section 2 will
become effective on the date on which each of the following conditions precedent are satisfied or waived (the “Amendment Effective Date”): 
 (a) The Parent, the Borrower, each other Credit Party and the Required Lenders shall have delivered to the Administrative Agent duly executed counterparts of this Amendment; 

  
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 (b) the Administrative Agent shall have received a certificate executed by an Authorized
Officer of each of the Borrower and the Parent stating that (i) the representations and warranties of the Parent, the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all
material respects, or, to the extent that a particular representation or warranty is qualified as to materiality, such representation or warranty shall be true and correct, in each case, on and as of the Amendment Effective Date, except to the
extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date, such representations and warranties shall continue to be true and correct as of such specified earlier date; and
(ii) no Default has occurred and is continuing; and 
 (c) the Borrower shall have made payment of all fees and expenses
then due and payable under the Credit Agreement, including any fees and expenses then due and payable in connection with this Amendment pursuant to Section 9.03 of the Credit Agreement, in the case of expenses to the extent invoiced at least
three business days prior to the Amendment Effective Date (except as otherwise reasonably agreed by the Borrower). 

Section 5. Conditions of Acquisition Closing Date. The waiver set forth in Section 3 will become effective on the
first date on which each of the following conditions precedent have been satisfied or waived by the Administrative Agent in its sole discretion (the “Acquisition Closing Date”): 

(a) the Administrative Agent shall have received evidence that the 2013 Acquisition will be consummated substantially concurrently with
the occurrence of the Acquisition Closing Date subject to the requirements of the definition of “Permitted Corporate Acquisition” (other than certain of the requirements of clause (viii) thereof that were expressly waived pursuant to
the First Amendment) and in accordance with the terms of the Stock Purchase Agreement (without material amendment, modification or waiver thereof which is materially adverse to the Lenders without the consent of the Administrative Agent, which shall
not be unreasonably withheld, delayed or conditioned); provided that any modification, amendment, consent, waiver or determination in respect of any reduction in the amount of acquisition consideration (other than a reduction of the
acquisition consideration in an amount not exceeding $60,000,000) shall in each case be deemed to be material and adverse to the interests of the Lenders; 
 (b) the Administrative Agent shall have received reasonably satisfactory evidence that (i) either (x) the Parent shall receive substantially concurrently with the occurrence of the Acquisition
Closing Date at least $40,000,000 in proceeds from the issuance of its common equity in a private placement transaction (the “PIPE Stock”) or (y) to the extent the condition in the foregoing clause (x) is not
satisfied, the Parent shall substantially concurrently with the occurrence of the Acquisition Closing Date deliver up to 10,000,000 shares of its common stock to the Seller as acquisition consideration in lieu of up to $40,000,000 of cash
consideration for the 2013 Acquisition as more fully described in the Stock Purchase Agreement as in effect on the date of this Amendment (the “Equity Acquisition Consideration”); and (ii) the loans under the Bridge Facility
shall have been incurred or the Unsecured Acquisition Notes shall be issued, in either case, in an aggregate amount at least equal to $250,000,000 (which amount shall be subject to reduction on a no greater than a dollar for dollar basis in
connection with any reduction in the purchase price for the 2013 Acquisition); 
 (c) the Administrative Agent shall have
received a certificate from an Authorized Officer of the Borrower certifying that, as of the Acquisition Closing Date, a true and correct copy of the Stock Purchase Agreement (including any amendments, modifications or waivers thereto through the
Acquisition Closing Date) has been delivered to the Administrative Agent. 

  
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 Section 6. Representations and Warranties. 

(a) On the Amendment Effective Date, each of the Parent and the Borrower represents and warrants to the Administrative Agent and each of
the Lenders that: 
 (i) Each applicable Credit Party (i) is validly existing and (ii) has the power and authority to
execute and deliver this Amendment and perform its obligations under this Amendment and the Loan Documents to which it is a party as amended hereby. 
 (ii) The execution and delivery by the Credit Parties of this Amendment, and the performance of this Amendment and the Credit Agreement as amended hereby, have been duly authorized by all necessary
corporate action, and this Amendment and Credit Agreement as amended hereby constitute the legal, valid and binding obligations of such Credit Party, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(iii) Neither the execution and delivery of this Amendment, nor compliance with the terms and provisions hereof or thereof, will conflict
with or result in a breach of, or require any consent that has not been obtained as of the Amendment Effective Date, the respective Organizational Documents of any Credit Party, any Governmental Requirement, any Unsecured Notes Document, any
Permitted Second Lien Loan Document (if any) or any other material agreement or instrument to which any Credit Party is a party or by which it is bound or to which it or its Properties are subject. 

(b) On the Acquisition Closing Date, each of the Parent and the Borrower represents and warrants to the Administrative Agent and each of
the Lenders that the representations and warranties set forth in Section 3.24 of the Credit Agreement are true and correct as of the Acquisition Closing Date after giving effect to the Transactions. For purposes of this
Section 6(b), “Transactions” means, collectively, the consummation of the 2013 Acquisition, the issuance of the Unsecured Acquisition Notes and/or the closing of the Bridge Facility, the issuance of the PIPE Stock, the
issuance of the Equity Acquisition Consideration and the waivers to the Credit Agreement that are effective on the Acquisition Closing Date. 
 Section 7. Extent of Amendments; Continuing Effectiveness. Except as specifically set forth in this Amendment, the Credit Agreement and the other Loan Documents are not amended, modified or
affected hereby. Each Credit Party hereby ratifies and confirms that (i) except as specifically set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement
remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, and (iii) the Collateral is unimpaired by this Amendment. Upon the Acquisition
Closing Date and thereafter, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to
the Credit Agreement as amended hereby. 
 Section 8. Counterparts. This Agreement may be executed in counterparts,
each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or via other electronic
means shall be effective as delivery of manually executed counterpart of this Agreement. 

  
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 Section 9. No Waiver. Each of the Parent and the Borrower hereby agrees that
except as expressly set forth in this Amendment, no Default has been waived or remedied by the execution of this Amendment by the Administrative Agent or any Lender, and any such Default heretofore arising and currently continuing shall continue
after the execution and delivery hereof. Nothing contained in this Amendment nor any past indulgence by the Administrative Agent, any Issuing Bank or any Lender, nor any other action or inaction on behalf of the Administrative Agent, any Issuing
Bank or any Lender shall constitute or be deemed to constitute an election of remedies by the Administrative Agent, any Issuing Bank or any Lender. 
 Section 10. Loan Document. This Amendment is a Loan Document. 

Section 11. Incorporation by Reference. Sections 1.03, 9.03(a), 9.07, 9.09, 9.10, 9.11, 9.15 of the Credit Agreement are
incorporated herein, mutatis mutandis. 
 Section 12. NO ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF EACH
OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY PARENT, BORROWER, ANY OTHER CREDIT PARTY, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK AND/OR LENDERS REPRESENT THE FINAL AGREEMENT REGARDING THE MATTERS HEREIN BETWEEN SUCH PARTIES, AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officer(s) as of the date first above written. 
  

			
	WELLS FARGO BANK, N.A., as the Administrative Agent, Issuing Bank and a Lender
		
	By	 	/s/ Thomas E. Stelmar, Jr.
		 	Name: Thomas E. Stelmar, Jr.
		 	Title: Vice President



  

Signature Page to Waiver and Second Amendment 







 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By	 	/s/ Don J. McKinnerney
		 	Name: Don J. McKinnerney
		 	Title: Authorized Signatory



  

Signature Page to Waiver and Second Amendment 







 
			
	 BANK OF AMERICA, N.A., as a Lender

		
	 By
	 	/s/ Michael J. Clayborne
		 	 Name: Michael J. Clayborne

		 	Title: Vice President



  

Signature Page to Waiver and Second Amendment 







 
			
	 SCOTIABANC INC., as a Lender

		
	 By
	 	/s/ J.F. Todd
		 	 Name: J.F. Todd

		 	Title: Managing Director



  

Signature Page to Waiver and Second Amendment 







 
			
	CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
		
	 By
	 	/s/ Vipul Dhadda
		 	 Name: Vipul Dhadda

		 	Title: Vice President
		
	 By
	 	/s/ Wei-Jen Yuan
		 	 Name: Wei-Jen Yuan

		 	Title: Associate



  

Signature Page to Waiver and Second Amendment 







 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	 By
	 	/s/ James Giordano
		 	 Name: James Giordano

		 	Title: Vice President



  

Signature Page to Waiver and Second Amendment 







 
			
	 BARCLAYS BANK, PLC, as a Lender

		
	 By
	 	/s/ Sreedhar R. Kona
		 	 Name: Sreedhar R. Kona

		 	Title: Vice President



  

Signature Page to Waiver and Second Amendment 







 
			
	 COMERICA BANK, as a Lender

		
	 By
	 	/s/ John S. Lesikar
		 	 Name: John S. Lesikar

		 	Title: Vice President



  

Signature Page to Waiver and Second Amendment 







 
			
	 SOCIÉTÉ GÉNÉRALE, as a Lender

		
	By	 	/s/ Elena Robciuc
		 	Name: Elena Robciuc
		 	Title: Managing Director



  

Signature Page to Waiver and Second Amendment 







 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

		
	By	 	/s/ Nancy M. Mak
		 	Name: Nancy M. Mak
		 	Title: Senior Vice President



  

Signature Page to Waiver and Second Amendment 







 
					
	PENN VIRGINIA HOLDING CORP., as the Borrower
		
	By	 	/s/ Nancy M. Snyder
		 	Name:	 	 Nancy M. Snyder 

		 	Title:	 	Executive Vice President and Chief Administrative Officer
	
	PENN VIRGINIA CORPORATION, as the Parent
		
	By	 	 /s/ Nancy M. Snyder 

		 	Name:	 	 Nancy M. Snyder

		 	Title:	 	 Executive Vice President and Chief Administrative Officer

	
	Solely with respect to Sections 7 through 12:
	
	 PENN VIRGINIA OIL & GAS CORPORATION,
 a Virginia corporation

		
	By	 	 /s/ Nancy M. Snyder 

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

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

		
	By	 	 /s/ Nancy M. Snyder 

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

	
	PENN VIRGINIA OIL & GAS LP LLC, a Delaware limited liability company
		
	By	 	 /s/ Nancy M. Snyder 

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer




  

Signature Page to Waiver and Second Amendment 







 
					
	PENN VIRGINIA OIL & GAS, L.P.,
	a Texas limited partnership
	
	 By: Penn Virginia Oil & Gas GP, LLC,
 its general partner

		
	By	 	 /s/ Nancy M. Snyder

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

	
	 PENN VIRGINIA MC CORPORATION,
 a Delaware corporation

		
	By	 	 /s/ Nancy M. Snyder

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

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

		
	By	 	 /s/ Nancy M. Snyder

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

	
	PENN VIRGINIA MC OPERATING COMPANY L.L.C., a Delaware limited liability company
		
	By	 	 /s/ Nancy M. Snyder

	Name:	 	 Nancy M. Snyder

	Title:	 	 Executive Vice President and Chief Administrative Officer

		 		 	



  

Signature Page to Waiver and Second Amendment