0001193125-13-182150 Sample Contracts

REGISTRATION RIGHTS AGREEMENT April 24, 2013
Registration Rights Agreement • April 29th, 2013 • Penn Virginia Corp • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 24, 2013, by and among Penn Virginia Corporation, a Virginia corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”) and RBC Capital Markets, LLC (the “Representative”), as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 8.500% Senior Notes due 2020 (the “Initial Securities”), pursuant to the Purchase Agreement (as defined below).

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REGISTRATION RIGHTS, LOCK-UP AND BUY-BACK AGREEMENT BETWEEN PENN VIRGINIA CORPORATION AND MAGNUM HUNTER RESOURCES CORPORATION
Buy-Back Agreement • April 29th, 2013 • Penn Virginia Corp • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS, LOCK-UP AND BUY-BACK AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2013 between Penn Virginia Corporation, a Virginia corporation (the “Company”) and Magnum Hunter Resources Corporation, a Delaware corporation (the “Investor”).

PENN VIRGINIA CORPORATION AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of April 24, 2013 to Indenture Dated as of June 15, 2009
Fifth Supplemental Indenture • April 29th, 2013 • Penn Virginia Corp • Crude petroleum & natural gas • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 24, 2013, is by and among Penn Virginia Corporation, a Virginia corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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