EIGHTH AMENDMENT

Exhibit 10.1

EIGHTH AMENDMENT

THIS EIGHTH AMENDMENT (this “Amendment”) is dated as of November 7, 2014, among PENN VIRGINIA HOLDING CORP. (the “Borrower”), PENN VIRGINIA CORPORATION (the “Parent”), the other Credit Parties party hereto, the lenders party hereto and XXXXX 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, and that certain Seventh Amendment and Borrowing Base Redetermination Agreement dated as of October 23, 2014, and as otherwise amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as described herein; and

WHEREAS, the Administrative Agent and the Lenders are willing to amend the Credit Agreement as requested by the Borrower, 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.

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the defined term “Restricted Payment” in its alphabetically appropriate place in Section 1.01 of the Credit Agreement:

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Parent, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Parent, the Borrower or any Restricted Subsidiary, or any option, warrant or other right to acquire any Equity Interests in the Parent, the Borrower or any Restricted Subsidiary.

(b) Section 6.06 of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“SECTION 6.06. Restricted Payments. The Parent will not directly or indirectly declare or pay or incur any liability to pay, and the Parent will not permit the Borrower or any Restricted Subsidiaries to declare or pay or incur any liability to pay, directly or indirectly, any Restricted Payment, provided that (i) the Borrower or any Restricted Subsidiary may pay dividends or make distributions to the Parent, the Borrower or any other Restricted Subsidiary and (ii) if no Borrowing Base Deficiency then exists and no Event of Default or Default has occurred and is continuing or would result therefrom, the Parent may (a) declare and pay dividends solely in additional shares of Equity Interests of the Parent, (b) repurchase or redeem shares of its capital stock issued to its employees, officers or directors in an amount not to exceed $1,000,000 in any 12-month period, (c) pay cash dividends and distributions to its shareholders from funds legally available for such purpose during any fiscal year in an amount not in excess of $30,000,000, (d) make any mandatory or optional cash payments or deliveries of the Parent’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, (e) make payments in cash on or before December 31, 2014 in an aggregate amount not to exceed $20,000,000 to one or more holders of Parent’s Convertible Perpetual Preferred Stock, Series A, to induce such holders to convert all or a portion thereof into common stock of Parent and (f) make payments in cash to its shareholders from funds legally available for such purpose in an aggregate amount not exceeding $50,000,000 from and after November 1, 2014, in respect of the repurchase or redemption of shares of its capital stock so long as, both before and immediately after giving effect to any such cash payment, repurchase or redemption, (x) 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 is less than 3.0 to 1.0 and (y) the Borrower has unused availability under this Agreement of at least 20% of the lesser of the Borrowing Base then in effect or the Aggregate Commitment Amount.”

Section 3. 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 Majority Lenders shall have delivered to the Administrative Agent duly executed counterparts of this Amendment.

(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

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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 4. 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 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 5. 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,”

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“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 6. 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 7. 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 8. Loan Document. This Amendment is a Loan Document.

Section 9. 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 10. 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.

XXXXX FARGO BANK, N.A., as the Administrative Agent and a Lender
By:		/s/ XXXX XXXXXX
		Name:		Xxxx Xxxxxx
		Title:		Vice President

Signature Page to Amendment

ROYAL BANK OF CANADA, as a Lender
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

Signature Page to Amendment

BANK OF AMERICA, N.A., as a Lender
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President

Signature Page to Amendment

SCOTIABANC INC., as a Lender
By:		/s/ X. X. XXXX
		Name:		X. X. Xxxx
		Title:		Managing Director

Signature Page to Amendment

CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
By:		/s/ XXXXX XXXXX
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

Signature Page to Amendment

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Vice President

Signature Page to Amendment

BARCLAYS BANK, PLC, as a Lender
By:		/s/ XXXX XXXX
		Name:		Xxxx Xxxx
		Title:		Assistant Vice President

Signature Page to Amendment

COMERICA BANK, as a Lender
By:		/s/ XXXX X. XXXXXXX
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President

Signature Page to Amendment

SOCIÉTÉ GÉNÉRALE, as a Lender
By:		/s/ XXXXX XXXXXXX
		Name:		Xxxxx Xxxxxxx
		Title:		Managing Director

Signature Page to Amendment

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:		/s/ XXXXXXX X. XXXXXX
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President

Signature Page to Amendment

SUNTRUST BANK, as a Lender
By:		/s/ XXXXXXX XXXXX
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President

Signature Page to Amendment

SANTANDER BANK, N.A., as a Lender
By:		/s/ XXXXX XXXXXXX
		Name:		Xxxxx Xxxxxxx
		Title:		Senior Vice President
By:		/s/ XXXXXXXXXXX XXXXXX
		Name:		Xxxxxxxxxxx Xxxxxx
		Title:		Vice President

Signature Page to Amendment

PENN VIRGINIA HOLDING CORP., as the Borrower
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer
PENN VIRGINIA CORPORATION, as the Parent
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer
Solely with respect to Sections 4 through 10:
PENN VIRGINIA OIL & GAS CORPORATION, a Virginia corporation
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer
PENN VIRGINIA OIL & GAS GP LLC, a Delaware limited liability company
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer

Signature Page to Amendment

PENN VIRGINIA OIL & GAS LP LLC, a Delaware limited liability company
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		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/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer
PENN VIRGINIA MC CORPORATION, a Delaware corporation
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer
PENN VIRGINIA MC ENERGY L.L.C., a Delaware limited liability company
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer

Signature Page to Amendment

PENN VIRGINIA MC OPERATING COMPANY L.L.C., a Delaware limited liability company
By:		/s/ XXXXXX X. XXXXXXX
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Chief Financial Officer

Signature Page to Amendment