Thirteenth Amendment to Amended and Restated Credit Agreement


 Exhibit 10.1 
 THIRTEENTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 This Thirteenth Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of June 2, 2009 (the
“Amendment 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 to Amended and Restated Credit Agreement dated as of November 26, 2007, and as amended by that certain Eleventh
Amendment to Amended and Restated Credit Agreement dated as of December 15, 2008, and as amended by that certain Twelfth Amendment to Amended and Restated Credit Agreement dated as of March 27, 2009, and as otherwise amended,
supplemented or modified from time to time prior to the Amendment 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 Administrative
Agent and the Lenders amend Section 6.2.2(xi) of the Credit Agreement in order to increase the limit on the aggregate principal amount of all Unsecured Notes that the Borrower is permitted to issue and have outstanding from time to time,
including all Unsecured Notes outstanding as of the Amendment Effective Date, from $400,000,000 to $530,000,000; and 
 WHEREAS, the Borrower
has requested that Lenders make certain other 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; and 






 WHEREAS, subject to the terms and conditions of this Amendment and the Credit Agreement, each of the
Lenders party hereto has 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) Section 1.1 of the Credit Agreement is hereby amended by inserting in the alphabetically appropriate
places therein the new defined terms “2007 Convertible Notes” and “2007 Convertible Notes Indenture”. 
 “ “2007 Convertible Notes” means those certain 4 1/2% convertible senior subordinated notes due November 15, 2012, issued by the Borrower in an aggregate principal amount of
$230,000,000 on the date of issuance thereof.”. 
 “ “2007 Convertible Notes Indenture” means collectively,
that certain indenture dated as of December 5, 2007, by and among the Borrower, as issuer, and Wells Fargo Bank, National Association, as trustee, and certain of its affiliates, that certain first supplemental indenture dated as of
December 5, 2007, between the Borrower and Wells Fargo Bank, National Association, as trustee, and related documentation entered into in connection therewith pursuant to which the 2007 Convertible Notes have been issued, as the same may be
amended, restated, modified or supplemented from time to time.”. 
 (b) The definition of “Unsecured Notes” is
hereby amended by inserting immediately following “senior subordinated unsecured convertible notes” the parenthetical phrase “(including the 2007 Convertible Notes)”. 
 (c) The definition of “Unsecured Notes Indenture” is hereby amended by inserting immediately following “any indenture”
the parenthetical phrase “(including the 2007 Convertible Notes Indenture)”. 
 (d) Clause (vi) of
Section 6.1.1 of the Credit Agreement is hereby amended by deleting “(including the Unsecured Notes Indenture)” and inserting in place thereof “(including any Unsecured Notes Indenture”). 
 (e) Clause (xi) of Section 6.2.2 of the Credit Agreement is hereby amended by deleting the reference therein to
“$400,000,000” and inserting in place thereof “$530,000,000”. 
  

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 (f) Clause (d) of Section 6.2.4 of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
 “; and (d) make any mandatory or optional cash payments or deliveries of the Borrower’s
capital stock, or any combination thereof, in settlement of its obligations under the 2007 Convertible Notes Indenture upon conversion or required repurchase of any 2007 Convertible Notes”. 
 (g) Clause (i) of Section 6.2.20 of the Credit Agreement is hereby amended by deleting the second proviso therein and inserting
in place thereof the following: 
 “, and provided further that so long as (x) no Borrowing Base Deficiency then exists and
(y) no Default or Unmatured Default has occurred and is continuing or would result therefrom, the Borrower shall be permitted to make any optional cash payments or deliveries of the Borrower’s capital stock, or any combination thereof, in
settlement of its obligations under the 2007 Convertible Notes Indenture upon the conversion or required repurchase of any 2007 Convertible Notes thereunder (and, for the avoidance of doubt, nothing in this Section 6.2.20(i) shall limit the
Borrower’s ability to make any scheduled payments or mandatory prepayments with respect to any Unsecured Notes); or”. 
 Section 3. Acknowledgment of Automatic Borrowing Base Reduction. Each of the parties hereto hereby acknowledges that: 
 (a) Section 6.2.2(xi)(a)(3) of the Credit Agreement provides that the Borrowing Base shall be automatically be reduced by an amount equal to (A) with respect to the first $300,000,000 of aggregate principal
amount of any Unsecured Notes and any Contingent Obligations incurred, 20% of such principal amount, and (B) with respect to any Unsecured Notes and any Contingent Obligations incurred in excess of $300,000,000 in aggregate principal amount,
30% of such excess principal amount; 
 (b) The Borrower issued $230,000,000 of Unsecured Notes (comprising senior
subordinated unsecured convertible notes) in December 2007; and 
 (c) As a result, the Borrowing Base then in effect
shall be automatically reduced by an amount equal to (x) 20% of the first $70,000,000 of principal amount of Unsecured Notes issued after the Amendment Effective Date plus (y) 30% of the principal amount of Unsecured Notes in excess of
$70,000,000 issued after the Amendment Effective Date. 
 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 and Lenders constituting at least the Required Lenders. 
  

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 (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 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. 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 6. Expenses. The Borrower agrees to pay on demand all expenses set forth in Section 9.6 of the Credit Agreement. 
 Section 7. 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. 
 Section 8. 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. 
  

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 Section 9. 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 10. 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 11. 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 12. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only
and shall not affect the interpretation of this Amendment. 
 Section 13. 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 & 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/ LAWRENCE P. SULLIVAN

	Name:	 	Lawrence P. Sullivan
	Title:	 	Managing Director
	
	 ROYAL BANK OF CANADA, 
 as a Lender


		
	By:	 	 /s/ DON J. MCKINNERNEY

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory


  

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	 BNP PARIBAS,
 as a
Lender

		
	By:	 	 /s/ BETSY JOCHER

	Name:	 	Betsy Jocher
	Title:	 	Director
		
	and	 	
		
	By:	 	 /s/ MARK A. COX

	Name:	 	Mark A. Cox
	Title:	 	Managing 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/ PETER L. SEFZIK

	Name:	 	Peter L. Sefzik
	Title:	 	Senior 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:	 	  

	Name:	 	
	Title:	 	
		
	and	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 MIZUHO CORPORATE BANK, LTD.,
 as a
Lender

		
	By:	 	 /s/ LEON MO

	Name:	 	Leon Mo
	Title:	 	Senior Vice President
	
	 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/ PETER SHEN

	Name:	 	Peter Shen
	Title:	 	Assistant 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 Thirteenth Amendment to the Amended and Restated
Credit Agreement dated as of June 2, 2009 (the “Thirteenth Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Thirteenth 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 Thirteenth 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 & Chief Financial Officer


  

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