EX-10.1



 Exhibit 10.1 

Execution Version 
 NINTH
AMENDMENT 
 AND BORROWING BASE REDETERMINATION AGREEMENT 

THIS NINTH AMENDMENT AND BORROWING BASE REDETERMINATION AGREEMENT (this “Amendment”) is dated as of May 7, 2015,
among PENN VIRGINIA HOLDING CORP. (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, that certain Fifth Amendment and Borrowing Base Redetermination Agreement dated as of May 12, 2014, that certain Sixth Amendment
dated as of June 16, 2014, that certain Seventh Amendment and Borrowing Base Redetermination Agreement dated as of October 23, 2014, and that certain Eighth Amendment dated as of November 7, 2014, and as otherwise
amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); 
 WHEREAS, the Borrower has
delivered to the Administrative Agent and the Lenders, (a) in accordance with Section 5.11(a) of the Credit Agreement a reserve report dated as of December 31, 2014 (the “Reserve Report”), and (b) a
certificate of an Authorized Officer as described in Section 5.11(c) of the Credit Agreement; 
 WHEREAS, the Administrative Agent and
the Lenders have determined based on the Reserve Report that, upon the Amendment Effective Date (as defined below), the Borrowing Base under the Credit Agreement, together with the Aggregate Commitment Amount, should be decreased to $425,000,000,
with each Lender’s share of the Borrowing Base and each Lender’s Commitment Amount being reduced pro rata; 
 WHEREAS, the
Administrative Agent and the Lenders are willing to approve the decrease in the Borrowing Base in respect of the regularly scheduled redetermination for the spring 2015, and to approve certain amendments to the Credit Agreement, 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; Commitment Decrease. The Credit Agreement
is hereby amended as follows: 
 (a) On the Amendment Effective Date, Schedule 2.01 (Commitment Amounts) of the Credit Agreement is
amended in its entirety by substituting the Schedule 2.01 attached hereto in place thereof. Each Lender severally (and not jointly) agrees to decrease its existing Commitment Amount to the amount set forth opposite its name on Schedule 2.01
attached hereto. 
 (b) Section 6.06(c) of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

 “(c) pay cash dividends and distributions to the holders of the Parent’s Series A Convertible Perpetual Preferred Stock or to
the holders of the Parent’s Series B Convertible Perpetual Preferred Stock from funds legally available for such purpose during any fiscal year in an amount not in excess of $30,000,000 in the aggregate, so long as, both before and immediately
after giving effect to any such payment of cash dividends or distributions the Parent’s ratio of Total Debt at any such time to EBITDAX for the period of four consecutive fiscal quarters most recently ended for which financial statements are
available does not exceed 5.0 to 1.0;” 
 (c) Section 6.06(f) of the Credit Agreement is hereby amended by deleting the
phrase “in respect of the repurchase or redemption of shares of its capital stock” and inserting in place thereof the phrase “in respect of the repurchase or redemption of, or payment of cash dividends and distributions on, shares of
its common stock”. 
 (d) Section 6.09(a) of the Credit Agreement is hereby amended and restated in its entirety to provide as
follows: 
 (a) Total Debt to EBITDAX Ratio. The Parent will not permit, at any time, its ratio of Total Debt as of such time to
EBITDAX (i) for any period of four consecutive fiscal quarters ending on or prior to June 30, 2014, for which financial statements are available, to be greater than 4.5 to 1.0, (ii) for any period of four consecutive
fiscal quarters ending after June 30, 2014, but on or prior to December 31, 2014, for which financial statements are available, to be greater than 4.25 to 1.0, (iii) for the period of four consecutive fiscal quarters
ending March 31, 2015, for which financial statements are available, to be greater than 4.0 to 1.0, (iv) for any period of four consecutive fiscal quarters ending after March 31, 2015, but on or prior to March 31, 2016,
for which financial statements are available, to be greater than 4.75 to 1.0, (v) for the period of four consecutive fiscal quarters ending on June 30, 2016, for which financial statements are available, to be


  
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greater than 5.25 to 1.0, (vi) for the period of four consecutive fiscal quarters ending September 30, 2016 and December 31, 2016, for which financial statements are
available, to be greater than 5.50 to 1.0, (vii) for the period of four consecutive fiscal quarters ending on March 31, 2017, for which financial statements are available, to be greater than 4.50 to 1.0, and (viii) for any period
of four consecutive fiscal quarters ending after March 31, 2017, for which financial statements are available, to be greater than 4.0 to 1.0. For purposes of calculating Total Debt, at any time that the aggregate Credit Exposure is less than
$20,000,000, Total Debt shall be reduced by the aggregate amount of all cash and Permitted Investments held at such time by the Parent, the Borrower or any Restricted Subsidiary. 

(e) Section 6.09 of the Credit Agreement is hereby further amended by inserting the following new clause (c): 

(c) Senior Secured Debt to EBITDAX Ratio. The Parent will not permit, at any time, the ratio of the Credit Exposure as of such time to
EBITDAX for any period of four consecutive fiscal quarters ending on or after June 30, 2015, but on or prior to March 31, 2017, for which financial statements are available, to be greater than 2.75 to 1.0. 

Section 3. Redetermination of the Borrowing Base. 

(a) As of the Amendment Effective Date, the amount of the Borrowing Base under the Credit Agreement shall be decreased to $425,000,000, which
Borrowing Base shall remain in effect until redetermined or adjusted, as applicable, in accordance with the provisions of Section 2.04 of the Credit Agreement or otherwise. 

(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 the foregoing clause (a) of this Section 3 shall constitute the regularly scheduled redetermination of the Borrowing Base for spring 2015 (and the redetermination pursuant to clause
(a) shall not constitute a discretionary redetermination of the Borrowing Base by either the Borrower, on the one hand, or the Administrative Agent or the Lenders, on the other hand, pursuant to Section 2.04(e) of the Credit
Agreement). 
 Section 4. 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 Required Lenders shall have delivered to the Administrative Agent duly executed counterparts of this Amendment. 

  
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 (b) Each of the Parent and Borrower shall have certified, and each hereby does certify, 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. 
 (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. Amendment Fee. The Borrower
hereby agrees to pay to the Administrative Agent, for the account of each Lender that has approved this Amendment on or prior to 5:00 p.m. Central Time on May 5, 2015 (as evidenced by such Lender’s delivery to the Administrative Agent or
its counsel of an executed counterpart signature page hereto (whether in original or electronic form)), concurrently with the effectiveness of this Amendment, an amendment fee in an amount equal to the product of (i) 0.125% multiplied by
(ii) such Lender’s Commitment Amount after giving effect to this Amendment. The amendment fees shall be payable in immediately available funds in full and fully earned and non-refundable when paid. 

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 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. 

(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 

  
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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 7. 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 8. 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 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 and a Lender
		
	By:		 /S/ DAVID C. BROOKS

			Name:		David C. Brooks
			Title:		Director



  
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	ROYAL BANK OF CANADA, as a Lender
		
	By:		 /S/ KRISTAN SPIVEY

			Name:		Kristan Spivey
			Title:		Authorized Signatory



  
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	BANK OF AMERICA, N.A., as a Lender
		
	By:		 /S/ KENNETH PHELAN

			Name:		Kenneth Phelan
			Title:		Vice President



  
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	SCOTIABANC INC., as a Lender
		
	By:		 /S/ J. F. TODD

			Name:		J. F. Todd
			Title:		Managing Director



  
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	CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
		
	By:		 /S/ NUPUR KUMAR

			Name:		Nupur Kumar
			Title:		Authorized signatory
		
	By:		 /S/ KARIM RAHIMTOOLA

			Name:		Karim Rahimtoola
			Title:		Authorized Signatory



  
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	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:		 /S/ RYAN AMAN

			Name:		Ryan Aman
			Title:		Vice President



  
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	BARCLAYS BANK, PLC, as a Lender
		
	By:		 /S/ LUKE SYME

			Name:		Luke Syme
			Title:		Assistant Vice President



  
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	COMERICA BANK, as a Lender
		
	By:		 /S/ JOHN S. LESIKAR

			Name:		John S. Lesikar
			Title:		Senior Vice President



  
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	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:		 /S/ ELENA ROBCIUC

			Name:		Elena Robciuc
			Title:		Managing Director



  
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	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:		 /S/ KRISTIN N. OSWALD

			Name:		Kristin N. Oswald
			Title:		Vice President



  
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	SUNTRUST BANK, as a Lender
		
	By:		 /S/ CHULLEY BOGLE

			Name:		Chulley Bogle
			Title:		Vice President



  
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	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



  
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	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 6 through 12:
	
	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



  
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	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
	
	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



  
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	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



  
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 Schedule 2.01 

Commitment Amounts 
  

									
	 Lender
	  	Commitment
Amount	 	  	Applicable
Percentage	 
	 Wells Fargo Bank, National Association
	  	$	62,687,500.00	  	  	 	14.750000000	% 
	 Royal Bank of Canada
	  	$	62,687,500.00	  	  	 	14.750000000	% 
	 Bank of America, N.A.
	  	$	43,562,500.00	  	  	 	10.250000000	% 
	 Scotiabanc Inc.
	  	$	43,562,500.00	  	  	 	10.250000000	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	37,187,500.00	  	  	 	8.750000000	% 
	 Branch Banking and Trust Company
	  	$	26,562,500.00	  	  	 	6.250000000	% 
	 Barclays Bank PLC
	  	$	26,562,500.00	  	  	 	6.250000000	% 
	 Comerica Bank
	  	$	26,562,500.00	  	  	 	6.250000000	% 
	 Société Générale
	  	$	26,562,500.00	  	  	 	6.250000000	% 
	 Capital One, National Association
	  	$	26,562,500.00	  	  	 	6.250000000	% 
	 SunTrust Bank
	  	$	21,250,000.00	  	  	 	5.000000000	% 
	 Santander Bank, N.A.
	  	$	21,250,000.00	  	  	 	5.000000000	% 
		  	  
	  
	 	  	  
	  
	 
	 Total:
		$	425,000,000.00	  		 	100.000000000	%