Definitions from Registration Rights Agreement
This Registration Rights Agreement (this Agreement) is made and entered into as of April 24, 2013, by and among Penn Virginia Corporation, a Virginia corporation (the Issuer), the guarantors listed on the signature pages hereto (the Subsidiary Guarantors) and RBC Capital Markets, LLC (the Representative), as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed to purchase the Issuers 8.500% Senior Notes due 2020 (the Initial Securities), pursuant to the Purchase Agreement (as defined below).
Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereof. Advice: As defined in Section 6(c) hereof. Affiliate: As defined in Rule 144 promulgated by the Commission. Agreement: As defined in the preamble hereto. Blackout Period: As defined in the last paragraph of Section 4(a) hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuer to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Consummation shall have a correlative meaning. Controlling Person: As defined in Section 8(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Date: The date that Exchange Securities are delivered by the Issuer to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were properly tendered by Holders thereof pursuant to the Exchange Offer. Exchange Deadline: As defined in Section 3(b) hereof. Exchange Offer: An offer registered under the Securities Act by the Issuer and the Subsidiary Guarantors pursuant to a Registration Statement pursuant to which the Issuer and the Subsidiary Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders with terms that are identical in all respects to the Transfer Restricted Securities (except that Exchange Securities will not contain terms with respect to any increase in annual interest rate as described herein and the transfer restrictions). Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus, as defined in Section 3(a) hereof. Exchange Securities: The 8.500% Senior Notes due 2020, of the same series under the Indenture as the Initial Securities, including the guarantees thereof by the Subsidiary Guarantors, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: The Financial Industry Regulatory Authority, Inc., an independent regulatory organization. Holder: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of June 15, 2009, by and among the Issuer, the Subsidiary Guarantors and the Trustee, as supplemented by the Fourth Supplemental Indenture thereto, dated as of April 24, 2013, pursuant to which the Initial Securities and the Exchange Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Placement: The issuance and sale by the Issuer of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchaser: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Issuer: As defined in the preamble hereto. Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any Exchange Offer Registration Statement or Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (i