NINTH AMENDMENT AND BORROWING BASE REDETERMINATION AGREEMENT

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 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, 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

2

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.

3

(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

4

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]

5

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/ XXXXX X. XXXXXX
		Name:		Xxxxx X. Xxxxxx
		Title:		Director

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/ XXXXX XXXXXXXXXX
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Authorized Signatory

Signature Page to Amendment

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:		/S/ XXXX XXXX
		Name:		Xxxx Xxxx
		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:		Senior 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/ PUIKI LOK
		Name:		Puiki Lok
		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 6 through 12:
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

Schedule 2.01

Commitment Amounts

Lender		Commitment Amount				Applicable Percentage
Xxxxx Fargo Bank, National Association		$	62,687,500.00				14.000000000	%
Royal Bank of Canada		$	62,687,500.00				14.000000000	%
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	%