ATM EQUITY OFFERINGSM SALES AGREEMENTTerms Agreement • August 23rd, 2013 • PVR Partners, L. P. • Natural gas transmission • New York
PVR Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) or RBS Securities Inc. (“RBS”), as sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”), common units representing limited partner interests in the Partnership (the “Common Units”), having an aggregate gross sales price of up to $150,000,000 (the “Offered Units”) on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Partnership, PVR GP, LLC, a Delaware limited liability company and sole general partner of the Partnership (the “General Partner”), and PVR Finco LLC, a Delaware limited liability company (“PVR Finco”), agree that whenever the Partnership determines to sell Offered Units directly to either Agent as principal, they will enter into a separate agreement
