Sixth Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 
 Execution Form 
 SIXTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 This Sixth Amendment to Amended and
Restated Credit Agreement (this “Amendment”) dated as of April 13, 2007 (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 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, the Borrower has requested that the Lenders make certain 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 as amended hereby; and 
 WHEREAS, subject to the
terms and conditions of this Amendment and the Credit Agreement, each of the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment in order to effectuate such amendments and modifications to the Credit Agreement;

 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) The definition of
“Aggregate Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to provide as follows: 







 “ “Aggregate Commitment” means the aggregate of the Commitments of all the Lenders,
as increased or reduced from time to time pursuant to the terms hereof; provided that the Aggregate Commitments shall not at any time exceed $500,000,000.” 
 (b) Section 2.5(ii)(a)(2) of the Credit Agreement is hereby amended by deleting “$400,000,000” therein and inserting in its
place “$500,000,000”. 
 (c) Section 6.2.2 of the Credit Agreement is hereby amended by deleting the
“; and” at the end of the existing clause (viii) thereof, deleting the period at the end of the existing clause (ix) thereof and inserting in place thereof “; and”, and inserting the following new clause
(x) immediately after clause (ix) as so amended: 
 “(x) unsecured Indebtedness of the Borrower outstanding from time to time
under a certain line of credit with SunTrust Bank not exceeding at any time $20,000,000 in the aggregate.” 
 (d)
Schedule 6.2.2 to the Credit Agreement is hereby amended by deleting the words the second row of the first table of such schedule (which describes a $10,000,000 line of credit with SunTrust Bank in favor of the Borrower) and inserting in place
thereof the word “Reserved”. 
 (e) The Credit Agreement is hereby amended by deleting the existing Commitment
Schedule to the Credit Agreement and inserting in its place the schedule of commitments set forth in Annex 1 attached to this Amendment as the new Commitment Schedule to the Credit Agreement. 
 Section 3. 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 each of the Lenders. 
 (b) Notes. The
Administrative Agent shall have received a Note on behalf each Lender that has requested a Note pursuant to Section 2.13 of the Credit Agreement payable to the order of each such requesting Lender. 
 (c) Legal Opinions. The Administrative Agent shall have received the written legal opinion of (i) Nancy M. Snyder, Esq., as
general counsel to Borrower and the Guarantors, and (ii) Vinson & Elkins L.L.P., as special counsel to Borrower and the Guarantors, each of which shall be addressed to the Administrative Agent, the LC Issuer and the Lenders and shall
be in form and substance satisfactory to the Administrative Agent. 
  

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 (d) 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 on and as of the date hereof in all material respects as though made as of the date hereof; and (iv) no Default or Unmatured Default exists under the Credit Agreement or any of the other Loan Documents. 
 Section 4. Increase of Borrowing Base. 
 (a) The Borrowing Base shall be increased to $450,000,000 from and after the Effective Date until the Borrowing Base shall be otherwise redetermined in accordance with the Credit Agreement. 
 (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 4 constitutes the regularly scheduled Borrowing Base redetermination for Spring 2007 (and shall not constitute a special redetermination of the Borrowing Base pursuant to
Section 2.21(v) of the Credit Agreement). 
 Section 5. Fees Payable to Lenders. Concurrently with the effectiveness of this
Amendment, the Borrower shall pay to the Administrative Agent for the account of each Lender, a fee equal to 0.15% of the positive difference, if any, of (a) such Lender’s Commitment after giving effect to this Amendment minus
(b) such Lender’s Commitment immediately prior to the effectiveness of this Amendment. 
 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”, 

  

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“thereunder”, “thereof” or words of like import referring to the Credit Agreement, the Notes, or 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 9. Severability. Any provisions of this Amendment held by 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:
	 	 /s/ Jay Buckman

	 Name:
	 	Jay Buckman
	 Title:
	 	Vice President
	
	 ROYAL BANK OF CANADA, as a Lender

		
	 By:
	 	 /s/ Linda M. Stephens

	 Name:
	 	Linda M. Stephens
	 Title:
	 	Authorized Signatory


  

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	 BNP PARIBAS, as a Lender

		
	By:	 	 /s/ Douglas R. Liftman

	Name:	 	Douglas R. Liftman
	Title:	 	Managing Director
		
	and	 	
		
	By:	 	 /s/ Betsy Jocher

	Name:	 	Betsy Jocher
	Title:	 	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/ Huma Vadgama

	Name:	 	Huma Vadgama
	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	By:	 	 /s/ Holly Kay

	Name:	 	 Holly Kay

	Title:	 	Corporate Banking Officer


  

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	 FORTIS CAPITAL CORP., as a Lender

		
	By:	 	 /s/ Casey Lowary

	Name:	 	Casey Lowary
	Title:	 	Senior Vice President
		
	and	 	
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director
	
	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


  

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 ACKNOWLEDGMENT BY GUARANTORS 
 Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Sixth Amendment to Amended and Restated Credit
Agreement dated as of April 13, 2007 (the “Sixth Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Sixth 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 Sixth 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


  

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 ANNEX 1 
 COMMITMENT SCHEDULE 
  

				
	 Lender
	  	Commitment
	 JPMorgan Chase Bank, N.A.
	  	$	53,500,000.00
	 Wachovia Bank, National Association
	  	$	53,500,000.00
	 Royal Bank of Canada
	  	$	42,500,000.00
	 BNP Paribas
	  	$	42,500,000.00
	 Bank of America, N.A.
	  	$	42,500,000.00
	 Comerica Bank
	  	$	33,100,000.00
	 PNC Bank, National Association
	  	$	33,100,000.00
	 Fortis Capital Corp.
	  	$	33,100,000.00
	 Mizuho Corporate Bank, Ltd.
	  	$	33,100,000.00
	 Wells Fargo Bank, National Association
	  	$	33,100,000.00
	 Total:
	  	$	400,000,000.00

  

 Annex 1