PENN VIRGINIA CORPORATION (a Virginia corporation) Underwriting AgreementUnderwriting Agreement • June 12th, 2009 • Penn Virginia Corp • Crude petroleum & natural gas • New York
Penn Virginia Corporation, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 10.375% Senior Notes due 2016 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 15, 2009 (the “Indenture”) between the Company, the Guarantors (defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company’s obligations under the Securities, including the due and punctual payment of interest on the Securities, will be unconditionally guaranteed (the “Guarantees”) by Penn Virginia Holding Corp., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC, Penn Virginia Oil & Gas, L.P., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C. and Penn Virginia MC Operating Company L.L.C. (to
