EX-10.1


 Exhibit 10.1 

Execution Version 
 SIXTH
AMENDMENT TO CREDIT AGREEMENT 
 THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of
June 16, 2014, among PENN VIRGINIA HOLDING CORP. (the “the Borrower”), PENN VIRGINIA CORPORATION (the “Parent”), the other Credit Parties party hereto, the 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, the lenders party thereto 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, that certain Waiver and Second Amendment dated as of April 10, 2013, that certain Assignment and Third Amendment dated as of
May 30, 2013, that certain Assignment and Fourth Amendment dated as of October 28, 2013, and that certain Fifth Amendment and Borrowing Base Redetermination Agreement dated as of May 12, 2014, and as otherwise amended,
supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); 
 WHEREAS, the Parent has notified
the Administrative Agent and the Lenders that it intends to (a) issue certain Series B Convertible Perpetual Preferred Stock and (b) may make certain cash payments to one or more holders of the Parent’s currently outstanding Series A
Convertible Perpetual Preferred Stock to induce such holders to convert all or a portion thereof into common stock of the Parent (the “Series A Conversion Payments”); 

WHEREAS, to facilitate the payment of dividends or other distributions to the holders of the Parent’s convertible preferred stock from
time to time and the Series A Conversion Payments, the Parent and the Borrower have requested that Section 6.06 of the Credit Agreement be amended as more particularly set forth herein; 

WHEREAS, the Administrative Agent and the Lenders party hereto are willing to amend the Credit Agreement as more particularly set forth herein
(and 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. Except as may
otherwise be provided herein, all capitalized terms that are defined in the Credit Agreement shall have the same meanings herein as therein defined, all of such terms and their definitions being incorporated herein by reference. 

Section 2. Amendments to Credit Agreement. Section 6.06 (Restricted Payments) of the Credit Agreement is hereby amended by:

 (a) deleting the reference to “$15,000,000” in clause (c) thereof and inserting “$30,000,000” in its place; and







 (b) deleting the word “and” immediately preceding clause (d) thereof, deleting the
period at the end of clause (d) and inserting “, and” in its place, and inserting the following new clause (e) at the end of Section 6.06: 

“(e) payments in cash made on or before December 31, 2014 in an aggregate amount not to exceed $20,000,000 to one or more
holders of Parent’s Convertible Perpetual Preferred Stock, Series A, to induce such holders to convert all or a portion thereof into common stock of Parent.” 

Section 3. Conditions of Effectiveness. This Amendment 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 Lenders comprising at least the Majority Lenders shall have delivered to the Administrative Agent duly executed counterparts of this Amendment. 

(b) The Borrower and the Parent shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by their execution and
delivery of this Amendment, the Borrower and the Parent do each hereby confirm and acknowledge to the Administrative Agent and the Lenders, that before and after giving effect to this Amendment (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 or Event of Default exists. 

Section 4. 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 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 the 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. 

  
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 (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. 

Section 5. 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 and each other Loan Document remain in full force and effect and (ii) the Collateral is unimpaired by this Amendment. Upon the Amendment Effective Date and thereafter, (x) each reference in the
Credit Agreement to “this Amendment,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby, and
(y) each reference to the “Credit Agreement” in any other Loan Document, as applicable, shall be a reference to the Credit Agreement as amended hereby. 

Section 6. Counterparts. This Amendment 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 Amendment by facsimile or via other electronic means shall be effective as delivery of manually
executed counterpart of this Amendment. 
 Section 7. 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 8. Loan Document. This Amendment is a Loan Document. 

Section 9. 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 10. 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, 

  
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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 and a Lender
		
	By	 	 /s/ Reed V. Thompson

		 	Name:	 	Reed V. Thompson
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment 







 
					
	 ROYAL BANK OF CANADA, as a Lender

		
	By	 	 /s/ Kristen Spivey

		 	Name:	 	Kristen Spivey
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment 







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

		
	By	 	 /s/ Kenneth Phelan

		 	Name:	 	Kenneth Phelan
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	SCOTIABANC INC., as a Lender
		
	By	 	 /s/ J.F. Todd

		 	Name:	 	J.F. Todd
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment 







 
					
	CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
		
	By	 	 /s/ Nupur Kumar

		 	Name:	 	Nupur Kumar
		 	Title:	 	Authorized Signatory
		
	By	 	 /s/ Samuel Miller

		 	Name:	 	Samuel Miller
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment 







 
					
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By	 	 /s/ Parul June

		 	Name:	 	Parul June
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	BARCLAYS BANK, PLC, as a Lender
		
	By	 	 /s/ Nina Guinchard

		 	Name:	 	Nina Guinchard
		 	Title:	 	Assistant Vice President



  
 Signature Page to
Amendment 







 
					
	COMERICA BANK, as a Lender
		
	By	 	 /s/ John S. Lesikar

		 	Name:	 	John S. Lesikar
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By	 	 /s/ David Bornstein

		 	Name:	 	David Bornstein
		 	Title:	 	Director



  
 Signature Page to
Amendment 







 
					
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

		
	By	 	 /s/ Kristin N. Oswald

		 	Name:	 	Kristin N. Oswald
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	SUNTRUST BANK, as a Lender
		
	By	 	 /s/ Shannon Juhan

		 	Name:	 	Shannon Juhan
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	SANTANDER BANK, N.A., as a Lender
		
	By	 	 /s/ Aidan Lanigan

		 	Name:	 	Aidan Lanigan
		 	Title:	 	Senior Vice President
		
	By	 	 /s/ Puiki Lok

		 	Name:	 	Puiki Lok
		 	Title:	 	Vice President



  
 Signature Page to
Amendment 







 
					
	PENN VIRGINIA HOLDING CORP., as the Borrower
		
	By	 	 /s/ Steven A. Hartman

		 	Name:	 	Steven A. Hartman
		 	Title:	 	 Senior Vice President and
 Chief Financial
Officer

	
	PENN VIRGINIA CORPORATION, as the Parent
		
	By	 	 /s/ Steven A. Hartman

		 	Name:	 	Steven A. Hartman
		 	Title:	 	 Senior Vice President and
 Chief Financial
Officer

	
	Solely with respect to Sections 5 through 10:
	
	 PENN VIRGINIA OIL & GAS CORPORATION,

a Virginia corporation

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	 Steven A. Hartman

	Title:	 	 Senior Vice President and Chief Financial Officer

	
	 PENN VIRGINIA OIL & GAS GP LLC,

a Delaware limited liability company

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	 Steven A. Hartman

	Title:	 	 Senior Vice President and Chief Financial Officer

	
	 PENN VIRGINIA OIL & GAS LP LLC,

a Delaware limited liability company

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	 Steven A. Hartman

	Title:	 	 Senior Vice President and Chief Financial Officer




  
 Signature Page to
Amendment 







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

By: Penn Virginia Oil & Gas GP LLC,
 its general
partner

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	Steven A. Hartman
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 PENN VIRGINIA MC CORPORATION,
 a
Delaware corporation

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	Steven A. Hartman
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 PENN VIRGINIA MC ENERGY L.L.C.,
 a
Delaware limited liability company

		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	Steven A. Hartman
	Title:	 	Senior Vice President and Chief Financial Officer
	
	PENN VIRGINIA MC OPERATING COMPANY L.L.C., a Delaware limited liability company
		
	By:	 	 /s/ Steven A. Hartman

	Name:	 	Steven A. Hartman
	Title:	 	Senior Vice President and Chief Financial Officer



  
 Signature Page to
Amendment