AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Third Amended and Restated Agreement of Limited Partnership • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • 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”).
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
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”).
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Second Amended and Restated Agreement of Limited Partnership • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • 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”).
