PENN VIRGINIA CORPORATION, as Issuer, PENN VIRGINIA HOLDING CORP. PENN VIRGINIA OIL & GAS CORPORATION, PENN VIRGINIA OIL & GAS GP LLC, PENN VIRGINIA OIL & GAS LP LLC, PENN VIRGINIA MC CORPORATION, PENN VIRGINIA MC ENERGY L.L.C., PENN VIRGINIA MC...Indenture • December 5th, 2007 • Penn Virginia Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of December 5, 2007, among Penn Virginia Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at Three Radnor Corporate Center, 100 Matsonford Road, Suite 300, Radnor, Pennsylvania 19087, and Penn Virginia Holding Corp., a Delaware corporation, Penn Virginia Oil & Gas Corporation, a Virginia corporation, Penn Virginia Oil & Gas GP LLC, a Delaware limited liability corporation, Penn Virginia Oil & Gas LP LLC, a Delaware limited liability corporation, Penn Virginia MC Corporation, a Delaware corporation, Penn Virginia MC Energy L.L.C., a Delaware limited liability corporation, Penn Virginia MC Operating Company L.L.C., a Delaware limited liability corporation, and Penn Virginia Oil & Gas, L.P., a Texas limited partnership. (together, the “Subsidiary Guarantors”), and Wells Fargo Bank, N.A., National Association, as Trustee (herein called the “Trustee”).
PENN VIRGINIA CORPORATION (a Virginia corporation) 3,000,000 Shares of Common Stock (par value $0.01 per share) Underwriting AgreementPenn Virginia Corp • December 5th, 2007 • 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 Representatives (the “Representatives”), an aggregate of 3,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 450,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandLetter Agreement • December 5th, 2007 • Penn Virginia Corp • Crude petroleum & natural gas • New York
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. This Transaction shall be deemed to be a Share Option Transaction within the meaning set forth in the Equity Definitions.
PENN VIRGINIA CORPORATION (a Virginia corporation) Underwriting AgreementPenn Virginia Corp • December 5th, 2007 • 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 Representatives (the “Representatives”), $200,000,000 principal amount of its 4.50% Convertible Senior Subordinated Notes due 2012 having the terms set forth in Annex C hereto (the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters up to an additional $30,000,000 principal amount of its 4.50% Convertible Senior Subordinated Notes due 2012 (the “Additional Securities”). The Firm Securities and the Additional Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”). The Securities will be issued pursuant to an Indenture to be dated as of December 5, 2007, as supplemented by the First Supplemental Indenture th
JPMorgan Chase Bank, National Association London EC4Y 0JP England November 29, 2007 To: Penn Virginia Corporation Three Radnor Corporate Center, Suite 300 Radnor, PA 19087 Attention: Frank Pici Vice President & CFO Telephone No.: (610) 687-3126...Penn Virginia Corp • December 5th, 2007 • Crude petroleum & natural gas • New York
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. Certain defined terms used herein have the meanings assigned to them in the subordinated indenture dated as of December 5, 2007 (the “Base Indenture”) among Counterparty, the subsidiary guarantors named therein, and Wells Fargo Bank, N.A., as trustee, as supplemented by a Supplemental Indenture to be dated as of December 5, 2007 between the Company and the trustee (the “Supplemental Indenture” and, together with the Base Indenture, the
First Supplemental Indenture Dated as of December 5, 2007 Supplemental to Subordinated Indenture Dated as of December 5, 2007Indenture • December 5th, 2007 • Penn Virginia Corp • Crude petroleum & natural gas • New York
WHEREAS, this First Supplemental Indenture is supplemental to the indenture dated as of December 5, 2007 (the “Original Indenture”) by and among the Company, Penn Virginia Holding Corp., a Delaware corporation, Penn Virginia Oil & Gas Corporation, a Virginia corporation, Penn Virginia Oil & Gas GP LLC, a Delaware limited liability corporation, Penn Virginia Oil & Gas LP LLC, a Delaware limited liability corporation, Penn Virginia MC Corporation, a Delaware corporation, Penn Virginia MC Energy L.L.C., a Delaware limited liability corporation, Penn Virginia MC Operating Company L.L.C., a Delaware limited liability corporation, and Penn Virginia Oil & Gas, L.P., a Texas limited partnership, and the Trustee;
