13D Filing: Strategic Value Partners, LLC and Penn Virginia Corp (PVAC)

 

Exhibit F

 

SUPPORT AGREEMENT

 

This Support Agreement, dated January 18, 2018 (this Agreement), is by and between Strategic Value Partners, LLC and certain investment funds directly or indirectly managed by Strategic Value Partners, LLC, as listed on Schedule A hereto (collectively, Shareholder and each individually, a member of Shareholder), and Penn Virginia Corporation (the Company).

 

RECITALS

 

WHEREAS, the Company and Shareholder have engaged in various discussions and communications concerning the Companys business, financial performance and other matters;

 

WHEREAS, Shareholder is deemed to Beneficially Own shares of common stock of the Company, par value $0.01 (the Common Stock), totaling, in the aggregate, 1,534,180 shares; and

 

WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders and Shareholder has determined that it is in its best interests to come to an agreement with respect to certain matters in respect of the Board of Directors of the Company (the Board) and certain other matters, as provided in this Agreement.

 

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Board Representation and Board Matters.

 

(a)                                 Concurrently with the execution of this Agreement, the Company and the Board have (i) increased the size of the Board by two directors and (ii) elected David Geenberg (the Shareholder Designee) to fill one of the newly created vacancies.  The Shareholder Designee shall become a director of the Company effective immediately upon execution of this Agreement.  The Shareholder Designee has previously executed and delivered to the Company (x) a completed director and officer questionnaire (the D&O Questionnaire), in the form provided, (y) an executed letter in the form attached hereto as Exhibit A (the Nominee Letter) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B (the Resignation Letter and together with the D&O Questionnaire and the Nominee Letter, the Nomination Documents).

 

(b)                                 Subject to Shareholders and Shareholder Affiliates compliance with Section 2, the Company will include the Shareholder Designee in its slate of nominees for election as directors of the Company at the Companys 2018 annual meeting of shareholders (the 2018 Annual Meeting) and, if the Shareholder Designee agrees to serve, at the 2019 annual meeting of shareholders (the 2019 Annual Meeting).

 

(c)                                  Subject to Shareholders and Shareholder Affiliates compliance with Section 2, the Company will use reasonable best efforts to cause the election of the Shareholder Designee to the Board at the 2018 Annual Meeting, and, if the