PENN VIRGINIA CORPORATION (a Virginia corporation) Underwriting AgreementPenn Virginia Corp • April 6th, 2011 • 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 7.25% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of June 15, 2009 (the “Base Indenture”), among the Company, the Guarantors (defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, to be dated as of the Closing Date (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, the Guarantors and 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., Pen
