Eleventh Amendment to Amended and Restated Credit Agreement


 Exhibit 10.1 
 ELEVENTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 This Eleventh Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of December 15, 2008 (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 amended by that certain Waiver and Eighth Amendment to Amended and Restated Credit Agreement dated as of August 1, 2007, and as amended by that certain Waiver and Ninth Amendment to Amended and
Restated Credit Agreement dated as of October 5, 2007, and as amended by that certain Waiver and Tenth Amendment dated as of November 26, 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, in anticipation of a potential sale, transfer and conveyance by the Borrower or its Restricted Subsidiaries of all
or a portion of its or their right, title and interest in and to certain Oil and Gas Properties described in Exhibit A attached hereto (such Oil and Gas Properties, the “Mingo Properties”; and such sale, transfer and conveyance of
the Mingo Properties, the “Mingo Disposition”), the Borrower has omitted the Mingo Properties from its Reserve Report in connection with the regularly scheduled Fall 2008 redetermination of the Borrowing Base; 
 WHEREAS, the Borrower, the Administrative Agent and each Lender have determined that, in connection with the regularly scheduled Fall 2008
redetermination of the Borrowing Base, the Borrowing Base should be reaffirmed at $479,000,000 (which, for the avoidance of doubt, is based on an evaluation of a Reserve Report that excludes the Mingo Properties); and 






 WHEREAS, the Borrower has requested that the Lenders make certain other modifications to the Credit
Agreement as more particularly set forth below; and 
 WHEREAS, subject to the terms and conditions of this Amendment and the Credit
Agreement, each of the Lenders party hereto, the Administrative Agent and the LC Issuer have entered into this Amendment in order to effectuate the amendments and modifications to the Credit Agreement set forth herein; 
 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. Amendments to Credit
Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Each of the following definitions is hereby inserted
in its alphabetically appropriate place in Section 1.1 of the Credit Agreement: 
 “ “Defaulting
Lender” means any Lender that has, as determined by the Administrative Agent, (a) failed to fund any portion of its Loans or participations in Facility LCs within three Business Days of the date required to be funded by it hereunder,
(b) notified the Borrower, the Administrative Agent, the LC Issuer or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Agreement or under any other agreement in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Facility LCs, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment.”; 
  

 Page 2 







 “ “Reference Eurodollar Rate” means, as of any day, a rate of
interest per annum equal to the quotient of (a) the Eurodollar Base Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day), divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period; provided that for the avoidance of doubt, the Reference Eurodollar Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any
successor substitute page of such page) at approximately 11:00 a.m. London time on such day.”; and 
 “
“Secured Obligations” means, collectively, all Obligations and all liabilities and obligations of the Borrower or any of its Restricted Subsidiaries arising under any Lender Party Rate Management Transaction now or hereafter
existing between or among the Borrower or any Restricted Subsidiary and any Lender or any Affiliate of any Lender, as applicable.”. 
 (b) The definition of “Alternate Base Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “ “Alternate Base Rate” means, for any day, a rate of
interest per annum equal to the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus  1/2% and (iii) the Reference Eurodollar Rate plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Reference Eurodollar
Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Reference Eurodollar Rate, respectively.”. 
 (c) The definitions of “Collateral Documents” and “Guarantor” in Section 1.1 of the Credit Agreement are hereby
amended by inserting “Secured” immediately preceding each instance of “Obligation” or “Obligations” therein. 
 (d) The definition of “Eurodollar Base Rate” in Section 1.1 of the Credit Agreement is hereby amended by deleting “the applicable British Bankers’ Association LIBOR rate for deposits in U.S.
Dollars as reported by any generally recognized financial information service” and inserting in its place “the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor substitute page of such page)”. 
 (e) The definition of “Loan Documents” in Section 1.1 of the Credit Agreement is hereby amended by deleting “any
documents evidencing a Lender Party Rate Management Transaction,” and inserting immediately preceding the period “provided that “Loan Documents” shall not include any agreements or documents evidencing a Lender Party Rate
Management Transaction”. 
  

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 (f) Section 2.19 of the Credit Agreement is hereby amended by inserting the
following Section 2.19.13: 
 “Section 2.19.13 Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (i) if any LC Obligations exist at the time a Lender is a Defaulting Lender, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize such Defaulting Lender’s LC
Obligations in accordance with the procedures set forth in Section 2.19.11 for so long as such LC Obligations are outstanding; and 
 (ii) the LC Issuer shall not be required to issue or Modify any Letter of Credit unless it is satisfied that cash collateral will be provided by the Borrower in accordance with Section 2.19.11.”.

 (g) Article 2 of the Credit Agreement is hereby amended by inserting the following new Section 2.22: 
 “Section 2.22 Replacement of Lenders. If any Lender requested compensation under Section 3.1 or 3.2 or if
the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Article XII), all of its
interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and if a Commitment is being assigned, the LC Issuer), which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participation in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or 3.2, or payments required to be made pursuant to
Section 3.5, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.”. 
  

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 (h) Each of Section 5.21, Section 5.28, Section 6.1.9, clause (vi) of
Section 6.2.2, clause (i) of Section 6.2.3, Section 8.3 and the preliminary clause and clauses (a) and (d) of Section 8.4 of the Credit Agreement are hereby amended by inserting the word “Secured”
immediately preceding each instance of “Obligation” or “Obligations” therein. 
 (i) Subclause (x) of
Section 6.2.2 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(x)
[Intentionally Omitted]; and”. 
 (j) The Credit Agreement is hereby amended by deleting the existing Pricing Schedule
attached to the Credit Agreement and inserting in its place as the new Pricing Schedule to the Credit Agreement the text contained in Annex 1 attached to this Amendment. 
 Section 3. Reaffirmation of the Borrowing Base. 
 (a) The Borrowing Base shall be
reaffirmed at $479,000,000 from and after the Effective Date until the Borrowing Base shall be otherwise redetermined in accordance with the Credit Agreement (as amended hereby); and for the avoidance of doubt, the Lenders, the Administrative Agent
and the Borrower acknowledge and agree that the reaffirmed Borrowing Base has been determined based upon a Reserve Report that excludes the Mingo Properties. 
 (b) Both the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination of
the Borrowing Base pursuant to clause (a) of this Section 3 constitutes the regularly scheduled Borrowing Base redetermination for Fall 2008 (and shall not constitute a special redetermination of the Borrowing Base pursuant to
Section 2.21(v) of the Credit Agreement (as amended hereby)). 
 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 Lenders constituting at least the Required Lenders. 
 (b) 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 

  

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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 in all material respects on and as of the date hereof as though made as of the date hereof or, to the extent any such representation or warranty is stated to relate solely to an earlier date, such
representation or warranty shall have been true and correct on and as of such earlier date; and (iv) no Default or Unmatured Default exists under the Credit Agreement or any of the other Loan Documents. 
 Section 5. Additional Condition to Mingo Disposition. If, after giving pro forma effect to the Mingo Disposition, the Borrower and its
Restricted Subsidiaries would no longer be in compliance with Section 6.1.9(i) of the Credit Agreement, then the Borrower agrees that it shall, or shall cause one or more of its Restricted Subsidiaries to, execute and deliver, as a condition to
the delivery by the Administrative Agent of releases of any Collateral Documents covering the Mingo Properties, Mortgages in form and substance satisfactory to the Administrative Agent covering additional Oil and Gas Properties having sufficient
value such that the Borrower and its Restricted Subsidiaries shall remain in compliance with Section 6.1.9(i) of the Credit Agreement after consummation of the Mingo Disposition (the “Replacement Properties”). 
 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. Expenses. The Borrower agrees to pay on demand all expenses set forth in Section 9.6 of the Credit Agreement. 
 Section 8. 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, 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 telecopier shall be effective as delivery of a manually executed counterpart of this
Amendment. 
  

 Page 6 







 Section 9. Severability. Any provisions of this Amendment held by a 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. 
 Section 10. 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 11. 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 12. 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 13. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment. 
 Section 14. 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:	 	  

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

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory


  

 S - 1 








			
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Betsy Jocher

	Name:	 	Betsy Jocher
	Title:	 	Director
		
	and	 	
		
	By:	 	 /s/ Edward Pak

	Name:	 	Edward Pak
	Title:	 	Vice President
	
	 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/ Peter L. Sefzik

	Name:	 	Peter L. Sefzik
	Title:	 	Senior Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	 /s/ Holly L. Kay

	Name:	 	Holly L. Kay
	Title:	 	Assistant Vice President


  

 S - 2 








			
	FORTIS CAPITAL CORP.,
	as a Lender
		
	By:	 	 /s/ Deirdre Sanborn

	Name:	 	Deirdre Sanborn
	Title:	 	Director
		
	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/ Thomas E. Stelmar, Jr.

	Name:	 	Thomas E. Stelmar, Jr.
	Title:	 	AVP / Portfolio Manager
	
	 CAPITAL ONE N.A.,
 as a
Lender

		
	By:	 	 /s/ Nancy G. Moragas

	Name:	 	Nancy G. Moragas
	Title:	 	Sr. Vice President


  

 S - 3 







 ACKNOWLEDGMENT BY GUARANTORS 
 Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Eleventh Amendment to the Credit Agreement dated
as of December 15, 2008 (the “Eleventh Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Eleventh 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 Eleventh 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


  

 S - 4 







 Annex 1 
 PRICING SCHEDULE 
  

													
	 APPLICABLE MARGIN
	  	LEVEL I
STATUS	 	 	LEVEL II
STATUS	 	 	LEVEL III
STATUS	 	 	LEVEL IV
STATUS	 
	 Eurodollar Rate
	  	1.00	%	 	1.25	%	 	1.50	%	 	1.75	%
	 Floating Rate
	  	0.25	%	 	0.50	%	 	0.75	%	 	1.00	%
					
	 APPLICABLE FEE RATE
	  	LEVEL I
STATUS	 	 	LEVEL II
STATUS	 	 	LEVEL III
STATUS	 	 	LEVEL IV
STATUS	 
	 Commitment Fee
	  	0.25	%	 	0.30	%	 	0.375	%	 	0.375	%

 For the purposes of this Pricing Schedule, the following terms have the following meanings, subject to the final
paragraph of this Pricing Schedule: 
 “Borrowing Base Usage” means, as of any date, the percentage of the Borrowing Base then in effect
represented by the sum of (i) the aggregate principal amount of all Loans then outstanding under the Agreement, plus (ii) the aggregate face amount of all Facility LCs then outstanding under the Agreement. 
 “Level I Status” exists at any date if the Borrowing Base Usage as of such date is less than 50%. 
 “Level II Status” exists at any date if the Borrowing Base Usage as of such date is less than 75% but equal to or more than 50%. 
 “Level III Status” exists at any date if the Borrowing Base Usage as of such date is less than 90% but equal to or more than 75%. 
 “Level IV Status” exists at any date if the Borrower has not qualified for Level I Status, Level II Status or Level III Status as of such date.

 “Status” means either Level I Status, Level II Status, Level III Status or Level IV Status. 
 The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table. 
  

 Annex 1 







 Exhibit A 
  

							
	 Cabot
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 Well ID

	 12/1/1945
	  	 RALEIGH
	  	6,632.00	  	Poca A & F
	 1/1/1948
	  	 McDOWELL
	  	47,032.00	  	Poca M
	 9/14/1950
	  	 McDOWELL
	  	5,866.00	  	Poca D
	 12/1/1967
	  	 McDOWELL & WYOMING
	  	11,921.00	  	Poca B & C
	 1/1/1970
	  	 WYOMING
	  	17,131.00	  	Poca E
	 9/14/1950
	  	 MCDOWELL
	  	9,154.00	  	Poca J
	 2/1/1979
	  		  	318.00	  	
		
	 Chesapeake
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 3/1/1944
	  	 PIKE, MARTIN & FLOYD
	  	38,221.00	  	
		
	 Equitable
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 12/15/1941
	  	 PIKE (FORD MOTOR)
	  	24,667.14	  	
	 5/3/1985
	  	 PIKE (ROUGE STEEL)
	  	8,040.00	  	
	 6/1/1995
	  	 MINGO (CHATTEROY)
	  	1,929.96	  	
	 7/15/1996
	  	 McDOWELL (CBM Lease)
	  	15,379.43	  	
	 1/1/1998
	  	 MINGO & LOGAN (CARNEGIE)
	  	38,753.36	  	
		
	 PVOG
	  	
				
	 9/23/2002
	  	 BOONE, FAYETTE, KANAWHA & RALEIGH
	  	28,919.00	  	
		
	 Dominion
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 9/1/1970
	  	 MER., McD., WYO
	  	103,420.00	  	Poca I
	 10/1/1978
	  	 McDOWELL
	  	1,483.52	  	
	 3/26/1992
	  	 MERCER
	  	549.95	  	
		
	 C.E. Richtner
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 7/25/1990
	  	 Mc Dowell
	  	229.00	  	
		
	 Phoenix/Tuscany
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 3/1/1991
	  	 Mc Dowell
	  	19,483.04	  	

  

 Exhibit A 








							
		
	 KV Oil & Gas (now Linn Holdings, Inc.)
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 9/1/1991
	  	 Fayette
	  	2,547.00	  	
	 11/1/1995
	  	 Mingo
	  	240.00	  	
		
	 J.W. Kinzer (Alert Oil & Gas)
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 10/1/1972
	  	 Pike
	  	80.00	  	
		
	 Eastern American Energy
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 8/1/1978
	  	 Martin, Johnson, Lawrence
	  	2,529.00	  	
		
	 Interstate Natural Gas
	  	
				
	 Lease Date
	  	 Counties
	  	Acreage +/-	  	 
	 2/2/1999
	  	 Martin, KY
	  	107.39	  	
		  	NorthStar Energy	  		  	
	 11/14/1996
	  	 Boone & Kanawha, WV
	  	3,600.00	  	
		  	Cabot	  		  	
	 5/6/1960
	  	 Boone & Logan, WV
	  	13,826.78	  	
		  	Equitable	  		  	
	 4/5/1956
	  	 Kanawha, WV
	  	3,086.00	  	
		  	Equitable	  		  	
	 1/18/1956
	  	 Fayette, Kanawha & Raleigh, WV
	  	8,406.00	  	
		  	TOTAL LEASE ACRES	  	413,551.57	  	

  

 Exhibit A