FORM OF AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Penn Virginia Resource Partners L P • March 25th, 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 __, 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 __, 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”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company Dated as of March __, 2010Limited Liability Company Agreement • March 25th, 2010 • Penn Virginia Resource Partners 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 __, 2010 and effective immediately prior to the closing of the secondary public offering of common units in PVG (as defined below) on March __, 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”).
