8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 13, 2007

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Radnor Corporate Center, Suite 300 100 Matsonford Road, Radnor, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 13, 2007, Penn Virginia Corporation (the “Company”) entered into an amendment (the “Sixth Amendment”) to the Company’s Amended and Restated Credit Agreement dated as of December 4, 2003, as amended, with JP Morgan Chase Bank, N.A., as administrative agent, and other financial institutions party thereto (the “Credit Agreement”). The Sixth Amendment amended the Credit Agreement to (i) increase the Borrowing Base (as defined in the Credit Agreement) from $400 million to $450 million and (ii) increase the Lenders’ Commitments (as such terms are defined in the Credit Agreement) from $300 million to $400 million.

A copy of the Sixth Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Sixth Amendment to Amended and Restated Credit Agreement dated as of April 13, 2007 among Penn Virginia Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 16, 2007

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
	Nancy M. Snyder
	Executive Vice President, General Counsel
	and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Sixth Amendment to Amended and Restated Credit Agreement dated as of April 13, 2007 among Penn Virginia Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A.

EX-10.1

Exhibit 10.1

Execution Form

SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This Sixth Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of April 13, 2007 (the “Effective Date”), is by and among PENN VIRGINIA CORPORATION, a Virginia corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)) (the “Administrative Agent”).

R E C I T A L S:

WHEREAS, the Borrower, each Lender then a party thereto, the Administrative Agent, the other agents party thereto, and the LC Issuer have heretofore entered into that certain Amended and Restated Credit Agreement dated as of December 4, 2003, as amended by that certain Consent and First Amendment to Amended and Restated Credit Agreement dated as of December 29, 2004, and as amended by that certain Second Amendment to Amended and Restated Credit Agreement dated as of December 15, 2005, and as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of April 14, 2006, and as amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of August 25, 2006, and as amended by that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of November 1, 2006, and as otherwise amended, supplemented or modified from time to time prior to the Effective Date (the “Credit Agreement”), pursuant to which the Lenders have agreed to make revolving credit loans to, and participate in letters of credit issued for, the benefit of the Borrower under the terms and provisions stated therein; and

WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement as more particularly set forth below, subject to the terms and conditions set forth herein and in the Credit Agreement as amended hereby; and

WHEREAS, subject to the terms and conditions of this Amendment and the Credit Agreement, each of the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment in order to effectuate such amendments and modifications to the Credit Agreement;

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Credit Agreement.

Section 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The definition of “Aggregate Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“ “Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof; provided that the Aggregate Commitments shall not at any time exceed $500,000,000.”

(b) Section 2.5(ii)(a)(2) of the Credit Agreement is hereby amended by deleting “$400,000,000” therein and inserting in its place “$500,000,000”.

(c) Section 6.2.2 of the Credit Agreement is hereby amended by deleting the “; and” at the end of the existing clause (viii) thereof, deleting the period at the end of the existing clause (ix) thereof and inserting in place thereof “; and”, and inserting the following new clause (x) immediately after clause (ix) as so amended:

“(x) unsecured Indebtedness of the Borrower outstanding from time to time under a certain line of credit with SunTrust Bank not exceeding at any time $20,000,000 in the aggregate.”

(d) Schedule 6.2.2 to the Credit Agreement is hereby amended by deleting the words the second row of the first table of such schedule (which describes a $10,000,000 line of credit with SunTrust Bank in favor of the Borrower) and inserting in place thereof the word “Reserved”.

(e) The Credit Agreement is hereby amended by deleting the existing Commitment Schedule to the Credit Agreement and inserting in its place the schedule of commitments set forth in Annex 1 attached to this Amendment as the new Commitment Schedule to the Credit Agreement.

Section 3. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a) Executed Amendment. The Administrative Agent shall have received a counterpart of this Amendment duly executed by the Borrower, the Administrative Agent, the LC Issuer and each of the Lenders.

(b) Notes. The Administrative Agent shall have received a Note on behalf each Lender that has requested a Note pursuant to Section 2.13 of the Credit Agreement payable to the order of each such requesting Lender.

(c) Legal Opinions. The Administrative Agent shall have received the written legal opinion of (i) Nancy M. Snyder, Esq., as general counsel to Borrower and the Guarantors, and (ii) Vinson & Elkins L.L.P., as special counsel to Borrower and the Guarantors, each of which shall be addressed to the Administrative Agent, the LC Issuer and the Lenders and shall be in form and substance satisfactory to the Administrative Agent.

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(d) Other Conditions. The Borrower shall have confirmed and acknowledged to the Administrative Agent, the LC Issuer and the Lenders, and by its execution and delivery of this Amendment the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower; (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties made by the Borrower or any other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof; and (iv) no Default or Unmatured Default exists under the Credit Agreement or any of the other Loan Documents.

Section 4. Increase of Borrowing Base.

(a) The Borrowing Base shall be increased to $450,000,000 from and after the Effective Date until the Borrowing Base shall be otherwise redetermined in accordance with the Credit Agreement.

(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 clause (a) of this Section 4 constitutes the regularly scheduled Borrowing Base redetermination for Spring 2007 (and shall not constitute a special redetermination of the Borrowing Base pursuant to Section 2.21(v) of the Credit Agreement).

Section 5. Fees Payable to Lenders. Concurrently with the effectiveness of this Amendment, the Borrower shall pay to the Administrative Agent for the account of each Lender, a fee equal to 0.15% of the positive difference, if any, of (a) such Lender’s Commitment after giving effect to this Amendment minus (b) such Lender’s Commitment immediately prior to the effectiveness of this Amendment.

Section 6. Ratification of Credit Agreement. Except as expressly amended, modified or waived by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed in all respects and shall continue in full force and effect.

Section 7. Expenses. The Borrower agrees to pay on demand all expenses set forth in Section 9.6 of the Credit Agreement.

Section 8. Miscellaneous. (a) On and after the effectiveness of this Amendment, each reference in each Loan Document to “this Agreement”, “this Note”, “this Mortgage”, “this Guaranty”, “this Pledge Agreement”, “hereunder”, “hereof” or words of like import, referring to such Loan Document, and each reference in each other Loan Document to “the Credit Agreement”, “the Notes”, “the Mortgages”, “the Guaranty”, “the Pledge Agreement”,

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“thereunder”, “thereof” or words of like import referring to the Credit Agreement, the Notes, or the Mortgage, the Guaranty, the Pledge Agreement or any of them, shall mean and be a reference to such Loan Document, the Credit Agreement, the Notes, the Mortgage, the Guaranty, the Pledge Agreement or any of them, as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any default of the Borrower or any right, power or remedy of the Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents; (c) this Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; and (d) delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 9. Severability. Any provisions of this Amendment held by court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provisions so held to be invalid or unenforceable.

Section 10. Applicable Law; Entire Agreement. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT DELIVERED PURSUANT HERETO (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO PRINCIPLES OF THE CONFLICTS OF LAW), BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

Section 11. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agents, the LC Issuer, the Lenders and the Borrower and their respective successors and assigns.

Section 12. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

Section 13. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 14. NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE MATTERS HEREIN CONTAINED, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow]

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EXECUTED as of the day and year first above written.

BORROWER:
PENN VIRGINIA CORPORATION, as Borrower
By:	/s/ Frank A. Pici
Name:	Frank A. Pici
Title:	Executive Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT AND LENDERS
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)), as Administrative Agent and as a Lender
By:	/s/ Jo Linda Papadakis
Name:	Jo Linda Papadakis
Title:	Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jay Buckman
Name:	Jay Buckman
Title:	Vice President
ROYAL BANK OF CANADA, as a Lender
By:	/s/ Linda M. Stephens
Name:	Linda M. Stephens
Title:	Authorized Signatory

S - 1

BNP PARIBAS, as a Lender
By:	/s/ Douglas R. Liftman
Name:	Douglas R. Liftman
Title:	Managing Director
and
By:	/s/ Betsy Jocher
Name:	Betsy Jocher
Title:	Director
BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, as a Lender
By:	/s/ Adam H. Fey
Name:	Adam H. Fey
Title:	Vice President
COMERICA BANK, as a Lender
By:	/s/ Huma Vadgama
Name:	Huma Vadgama
Title:	Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Holly Kay
Name:	Holly Kay
Title:	Corporate Banking Officer

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FORTIS CAPITAL CORP., as a Lender
By:	/s/ Casey Lowary
Name:	Casey Lowary
Title:	Senior Vice President
and
By:	/s/ Darrell Holley
Name:	Darrell Holley
Title:	Managing Director
MIZUHO CORPORATE BANK, LTD., as a Lender
By:	/s/ Leon Mo
Name:	Leon Mo
Title:	Senior Vice President
WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Thomas E. Stelmar Jr.
Name:	Thomas E. Stelmar Jr.
Title:	AVP / Portfolio Manager

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ACKNOWLEDGMENT BY GUARANTORS

Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Sixth Amendment to Amended and Restated Credit Agreement dated as of April 13, 2007 (the “Sixth Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Sixth Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party, and (iv) represents and warrants that (a) no Default or Unmatured Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Sixth Amendment.

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 company
PENN VIRGINIA OIL & GAS LP LLC, a Delaware limited liability company
PENN VIRGINIA MC CORPORATION, a Delaware corporation
PENN VIRGINIA MC ENERGY L.L.C., a Delaware limited liability company
PENN VIRGINIA MC OPERATING COMPANY L.L.C., a Delaware limited liability company
PENN VIRGINIA OIL & GAS, L.P., a Texas limited partnership
	By Penn Virginia Oil & Gas GP LLC, a Delaware limited liability company, as its general partner
By:	/s/ Frank A. Pici
Name:	Frank A. Pici
Title:	Vice President and Chief Financial Officer

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ANNEX 1

COMMITMENT SCHEDULE

Lender	Commitment
JPMorgan Chase Bank, N.A.	$	53,500,000.00
Wachovia Bank, National Association	$	53,500,000.00
Royal Bank of Canada	$	42,500,000.00
BNP Paribas	$	42,500,000.00
Bank of America, N.A.	$	42,500,000.00
Comerica Bank	$	33,100,000.00
PNC Bank, National Association	$	33,100,000.00
Fortis Capital Corp.	$	33,100,000.00
Mizuho Corporate Bank, Ltd.	$	33,100,000.00
Wells Fargo Bank, National Association	$	33,100,000.00
Total:	$	400,000,000.00

Annex 1