SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC Dated as of June 7, 2010Limited Liability Company Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Second Amended and Restated Limited Liability Company Agreement of PVG GP, LLC, dated as of June 7, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“PVG”), on June 7, 2010, is adopted, executed and agreed to, for good and valuable consideration, by PVG, as the sole Member (as defined below).
PENN VIRGINIA GP HOLDINGS, L.P. 6,300,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
shall not apply to bona fide gifts, sales or other dispositions of Common Units, in each case that are made exclusively between and among the undersigned or the undersigned’s spouse, parent, child, grandchild, other family member or dependent reasonably acceptable to the Partnership or to a trust for the benefit of any such individual, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company) (each a “Family Transfer”); provided that it shall be a condition to any such Family Transfer that (i) the transferee/donee agrees to be bound by the terms of the lock-up letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connec
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Penn Virginia GP Holdings, L.P. • October 26th, 2007 • Bituminous coal & lignite surface mining • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P. dated as of October 23, 2007 is entered into by and among PVG GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
PVG GP, LLC AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • February 29th, 2008 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
THIS RESTRICTED UNIT AWARD AGREEMENT is made as of «Date» (the “Effective Date”) between PVG GP, LLC, a Delaware limited liability company (the “Company”), and «Name» (“Employee”).
PVG GP, LLC AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN DEFERRED COMMON UNIT GRANT AGREEMENTDeferred Common Unit Grant Agreement • February 29th, 2008 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This DEFERRED COMMON UNIT GRANT AGREEMENT, dated as of (the “Date of Grant”), is delivered by PVG GP, LLC (the “Company”) to (the “Grantee”).
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Penn Virginia GP Holdings, L.P. • March 31st, 2010 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P. on March 31, 2010 (this “Amendment”), is made and entered into by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 5, 2008, as amended (the “LP Agreement”).
LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company Dated as of March 31, 2010Limited Liability Company Agreement • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in PVG (as defined below) on March 31, 2010 (the “Effective Date”), is among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “MLP”), as the Class A Member (as defined below), Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“PVG”), as the Class B Member (as defined below) and the Economic Member (as defined below), and Peabody Energy Corporation, a Delaware corporation and the special member of the Company (“Peabody” or the “Special Member”).
CONTRIBUTION AGREEMENT By and Among, PENN VIRGINIA RESOURCE LP CORP., PENN VIRGINIA RESOURCE GP, LLC, KANAWHA RAIL CORP., PENN VIRGINIA RESOURCE GP CORP., and PENN VIRGINIA GP HOLDINGS, L.P. Dated as of December 8, 2006Contribution and Conveyance Agreement • December 13th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution and Conveyance Agreement, dated as of December 8, 2006 (this “Contribution Agreement”), is by and among PENN VIRGINIA RESOURCE LP CORP., a Delaware corporation (“PVR LP Corp”), PENN VIRGINIA RESOURCE GP, LLC, a Delaware limited liability company (“PVR GP LLC”), KANAWHA RAIL CORP., a Virginia corporation (“Kanawha”), PENN VIRGINIA GP HOLDINGS, L.P., a Delaware limited partnership (“PVG”), and PENN VIRGINIA RESOURCE GP CORP., a Delaware corporation (“PVR GP Corp”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
PENN VIRGINIA GP HOLDINGS, L.P. 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or PVR issues an earnings release or material news or a material event relating to the Partnership or PVR occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives waive such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34th day f
THIRD AMENDMENT Dated as of September 19, 2007 to NOTE PURCHASE AGREEMENT Dated as of March 27, 2003 and PARENT GUARANTY Dated as of March 27, 2003Note Purchase Agreement • September 20th, 2007 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
THIS THIRD AMENDMENT dated as of September 19, 2007 (this “Third Amendment”) to (i) the Note Purchase Agreements (as hereinafter defined) and (ii) the Parent Guaranty (as hereinafter defined) is among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Company”), PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Parent Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Penn Virginia GP Holdings, L.P. • February 24th, 2009 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Penn Virginia GP Holdings, L.P. (the “Partnership”) is hereby adopted on February 23, 2009 by PVG GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
CONTRIBUTION AGREEMENT By and Among PENN VIRGINIA RESOURCE GP CORP., PENN VIRGINIA GP HOLDINGS, L.P., And PVG GP, LLC Dated as of June 7, 2010Contribution Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution Agreement, dated as of June 7, 2010 (this “Contribution Agreement”), is by and among PENN VIRGINIA RESOURCE GP CORP., a Delaware corporation (“PVR GP Corp”), PENN VIRGINIA GP HOLDINGS, L.P., a Delaware limited partnership (“PVG”), and PVG GP, LLC, a Delaware limited liability company and the general partner of PVG (“PVG GP”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) is dated as of August 22, 2006, effective as of August 15, 2006, and is made by and among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (individually a “Guarantor” and collectively, the “Guarantors”), the FINANCIAL INSTITUTIONS PARTY HERETO (individually a “Lender” and collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the “Agent”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Penn Virginia GP Holdings, L.P. • June 7th, 2010 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Penn Virginia GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of June 7, 2010 and effective immediately prior to the closing of the secondary public offering of common units in the Partnership on June 7, 2010 (this “Amendment”), is made and entered into by PVG GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 23, 2007, as amended (the “LP Agreement”).
NON-COMPETE AGREEMENTNon-Compete Agreement • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining
THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this ______ day of ______, 2006, and effective as of the Effective Time (as defined below), by and among Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“Holdings”), Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “MLP”), and Penn Virginia Resource GP, LLC, a Delaware limited liability company and general partner of the MLP (the “General Partner,” and together with the MLP and their respective Subsidiaries, the “Partnership Parties”).
UNITS PURCHASE AGREEMENT by and among PENN VIRGINIA RESOURCE PARTNERS, L.P. AND PENN VIRGINIA GP HOLDINGS, L.P. Dated , 2006Units Purchase Agreement • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
THIS UNITS PURCHASE AGREEMENT, dated , 2006 (this “Agreement”), is made by Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Seller” or “Partnership”), on the one hand, and Penn Virginia GP Holdings, L.P., a Delaware limited partnership (referred to herein as “Purchaser”), on the other hand.
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Penn Virginia GP Holdings, L.P. • March 31st, 2010 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Penn Virginia GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in the Partnership on March 31, 2010 (this “Amendment”), is made and entered into by PVG GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 23, 2007, as amended (the “LP Agreement”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) is dated as of June 7, 2010, and is made by and among PVR FINCO LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (individually a “Guarantor” and collectively, the “Guarantors”), the FINANCIAL INSTITUTIONS PARTY HERETO (individually a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, NA, BNP PARIBAS AND WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to Wachovia Bank, National Association, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE AND UNION BANK, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”). PNC Capital Markets LLC and RBC Capital Markets are Joint Lead Arrangers, and PBC Capital Markets is Syndication Agent under the Credit Agreement (defined below).
AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Penn Virginia GP Holdings, L.P. • October 6th, 2006 • Bituminous coal & lignite surface mining • Delaware
THIS AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of [ ], 2006, is entered into and effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., dated as of October 30, 2001, as amended as of December 19, 2002, March 19, 2003 and December 8, 2003 (as so amended, the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
FORM OF SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 1st, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) is dated as of , 2010, and is made by and among PVR FINCO LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (individually a “Guarantor” and collectively, the “Guarantors”), the FINANCIAL INSTITUTIONS PARTY HERETO (individually a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, NA, BNP PARIBAS AND WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to Wachovia Bank, National Association, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE AND UNION BANK, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”). PNC Capital Markets LLC and RBC Capital Markets are Joint Lead Arrangers, and PBC Capital Markets is Syndication Agent under the Credit Agreement (defined below).
June 7, 2010 PENN VIRGINIA RESOURCE HOLDINGS CORP. PENN VIRGINIA GP HOLDINGS, L.P. PENN VIRGINIA RESOURCE GP, LLC PENN VIRGINIA RESOURCE PARTNERS, L.P. Four Radnor Corporate Center, Suite 200 Radnor, Pennsylvania 19087 Gentlemen and Ladies:Penn Virginia GP Holdings, L.P. • June 7th, 2010 • Bituminous coal & lignite surface mining
Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC dated as of March 31, 2010 (the “PVR LLC Agreement”). Pursuant to Section 4.06 of the PVR LLC Agreement, Penn Virginia Corporation (“PVA”) has the authority, subject to the limitations specified therein, to break a tie vote of the Board of Directors of Penn Virginia Resource GP, LLC. PVA (for itself and any delegate of its rights) hereby irrevocably waives its rights under Section 4.06 of the PVR LLC Agreement, subject to and effective immediately prior to the closing of the sale by Penn Virginia Resource GP Corp. and Penn Virginia Resource LP Corp. of 8,827,429 common units of Penn Virginia GP Holdings, L.P., and this letter shall also constitute notice of such waiver.
AGREEMENT AND PLAN OF MERGER by and among PENN VIRGINIA RESOURCE PARTNERS, L.P. PENN VIRGINIA RESOURCE GP, LLC PVR RADNOR, LLC and PENN VIRGINIA GP HOLDINGS, L.P. and PVG GP, LLC Dated as of September 21, 2010Agreement and Plan of Merger • September 22nd, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2010 (this “Agreement”), is entered into by and among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (“Partners”), Penn Virginia Resource GP, LLC, a Delaware limited liability company and the general partner of Partners (“Partners GP”), PVR Radnor, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Partners (“MergerCo”), Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“Holdings”), and PVG GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”).
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLCLimited Liability Company Agreement • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of PVG GP, LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P., a Delaware limited partnership, on March 31, 2010 (this “Amendment”), is made and entered into by Penn Virginia Resource GP Corp., a Delaware corporation, as the sole member of the Company (the “Member”). Capitalized terms used herein and not otherwise defined are used as defined in the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 8, 2006, as amended (the “LLC Agreement”).
FORM OF AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLCPenn Virginia GP Holdings, L.P. • March 25th, 2010 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of PVG GP, LLC, a Delaware limited liability company (the “Company”), dated as of March __, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P., a Delaware limited partnership, on March __, 2010 (this “Amendment”), is made and entered into by Penn Virginia Resource GP Corp., a Delaware corporation, as the sole member of the Company (the “Member”). Capitalized terms used herein and not otherwise defined are used as defined in the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 8, 2006, as amended (the “LLC Agreement”).
LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • September 7th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC (this “Agreement”), dated as of September 6, 2006, is adopted, executed, and agreed to by the sole Member (as defined below).
