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EXHIBIT 1.1
January ___, 1997
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Interkohle Beteiligungsgesellschaft mbH (the "Selling Shareholder")
proposes to sell shares of common stock, par value $6.25 per share (the
"Shares"), of Penn Virginia Corporation (the "Company"). The Company has filed
with the Securities and Exchange Commission (the "Commission") a registration
statement (File No. 333-19593), including a prospectus, relating to the Shares.
The registration statement as amended at the time of the first sale of shares by
the Selling Shareholder is hereinafter referred to as the "Registration
Statement." The term "Prospectus" means the prospectus relating to the Shares in
the form in which it appears in the Registration Statement together with any
prospectus supplement or supplements specifically relating to Shares, as filed
with, or transmitted for filing to, the Commission pursuant to Rule 424. As used
herein, the term Prospectus shall include the documents, if any, incorporated by
reference therein. The terms "supplement," "amendment" and "amend" as used
herein shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, subsequent to the date of the
prospectus in the form in which it appears in the Registration Statement.
We understand that you may purchase or arrange for the purchase by
others of some or all of the Shares on such terms and conditions as may be
agreed upon by you, the Company and the Selling Shareholder.
In consideration of your services in connection with the sale of the
Shares by the Selling Shareholder, the Company agrees to indemnify and hold
harmless you and each person, if any, who controls you within the meaning of
either Section 15 of the Securities Act of 1933, as amended (the "Securities
Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), from and against any and all losses, claims,
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damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by you or any such controlling person in connection
with defending or investigating any such action or claim) arising out of any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or arising out of any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities arise out of any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to you furnished to the Company in writing by you expressly
for use therein; provided that the foregoing indemnity agreement with respect to
any preliminary prospectus shall not inure to your benefit, or to the benefit of
any person who controls you, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of you to such person if required
by law to have been delivered, at or prior to the written confirmation of the
sale of the Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities.
You agree to indemnify and hold harmless the Company, the directors of
the Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to you, but only with
reference to information relating to you furnished to the Company in writing by
you expressly for use in the Registration Statement, any preliminary prospectus,
the Prospectus or any amendments or supplements thereto.
In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant hereto, such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party may in its discretion, and upon request of
the indemnified party shall, retain counsel reasonably satisfactory to the
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party) to represent the indemnified party
and any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. It is
understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
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If the indemnification provided for in the second paragraph of this
agreement is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein in connection
with any sale of Shares, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party or parties on the other hand from the sale of such
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party on the one hand and of the indemnified party or parties
on the other hand in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and you on the other hand in connection with the sale of such Shares
shall be deemed to be in the same respective proportions as (a) the net proceeds
from the sale of such Shares (before deducting expenses) received by the Selling
Shareholder bear to (b) the commission, underwriting discount or other amount,
if any, paid to you in connection with the sale of such Shares. The relative
fault of the Company on the one hand and you on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Selling
Shareholder on the one hand or you on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and you agree that it would not be just or equitable if
contribution pursuant to this agreement were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding any other
provisions of this agreement, you shall in no event be required to contribute
any amount in excess of the amount by which (a) the total sale price of the
Shares referred to in the immediately preceding paragraph as to which you have
provided services in connection with sales by the Selling Shareholder exceeds
(b) the amount of any damages that you have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this agreement are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.
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The Company represents and warrants to you, as of the date of
effectiveness of the Registration Statement and as of the date of any offer or
sale of the Shares by the Selling Shareholder effected by or through you, that:
(a) The Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or, to our knowledge, threatened
by the Commission.
(b) (i) Each part of the Registration Statement, when such part became
effective, did not contain and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iii) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph (b) do not apply to statements in or omissions from
the Registration Statement or the Prospectus based upon information relating to
you furnished to the Company in writing by you expressly for use therein.
The provisions of this agreement shall remain in full force and effect
regardless of any termination or modification of, or the completion of, your
services in connection with the sale of the Shares.
This agreement may be signed in two or more counterparts, each of which
shall be an original, with the same effect as is the signatures thereto and
hereto were upon the same instrument.
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This agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.
Very truly yours,
PENN VIRGINIA CORPORATION
By
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Agreed and accepted:
MORGAN STANLEY & CO. INCORPORATED
By
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