Exhibit 10.3
Execution Version
REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF SEPTEMBER 29, 2017
(AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), AMONG PENN VIRGINIA HOLDING CORP. (THE "BORROWER"),
PENN VIRGINIA CORPORATION ("HOLDINGS"), EACH OTHER LOAN PARTY, WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS AGENT FOR THE FIRST LIEN LENDERS (AS DEFINED BELOW) (IN
SUCH CAPACITY, THE "FIRST LIEN ADMINISTRATIVE AGENT"), AND JEFFERIES FINANCE
LLC, AS COLLATERAL AGENT FOR THE SECOND LIEN LENDERS (AS DEFINED BELOW) (IN SUCH
CAPACITY, TOGETHER WITH ANY SUCCESSORS AND ASSIGNS IN SUCH CAPACITY, THE
"COLLATERAL AGENT"). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN
AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT
AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL
PLEDGE AND SECURITY AGREEMENT
This Pledge and Security Agreement, dated as of September 29, 2017 (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Security Agreement"), is by and among Borrower, Holdings, each subsidiary of
Holdings signatory hereto (together with the Borrower and Holdings, the
"Grantors" and individually, each a "Grantor") and JEFFERIES FINANCE LLC, as
Collateral Agent for the ratable benefit of the Secured Parties.
W I T N E S S E T H:
WHEREAS, this Security Agreement is entered into in connection with that certain
Credit Agreement, dated as of September 29, 2017 among the Borrower, Holdings,
the lenders party thereto from time to time (the "Lenders"), and Jefferies
Finance LLC, as the administrative agent (in such capacity, the "Administrative
Agent") and Collateral Agent (as amended, restated, supplemented, amended and
restated or otherwise modified from time to time, the "Credit Agreement"); and
WHEREAS, pursuant to the terms of the Credit Agreement, and in consideration of
the credit extended by the Lenders to the Borrower, certain Grantors have
executed and delivered that certain Guaranty Agreement dated as of the date
hereof (the "Guaranty"), guaranteeing the Obligations; and
WHEREAS, as a condition precedent to the extension of credit under the Credit
Agreement, each Grantor is required to execute and deliver this Security
Agreement; and
WHEREAS, it is in the best interests of each Grantor to execute this Security
Agreement inasmuch as each Grantor will derive substantial direct and indirect
benefits from the transactions contemplated by the Credit Agreement and the
other Loan Documents and each Grantor is willing to execute, deliver and perform
its obligations under this Security Agreement to secure the Obligations; and
Pledge and Security Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each Grantor agrees, for the benefit of each
Secured Party, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1.
Certain Terms. The