FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC Dated as of , 2006Limited Liability Company Agreement • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of PVG GP, LLC (the “Company”), dated the date of the Initial Public Offering, is adopted, executed and agreed to, for good and valuable consideration, by Penn Virginia Resource GP Corp., a Delaware limited liability company (“Penn Virginia Resource GP Corp”), as the sole member (the “Member”).
PENN VIRGINIA GP HOLDINGS, L.P. 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2006 • 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
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 _________, 2006Contribution Agreement • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution and Conveyance Agreement, dated as of _______________, 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.
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”).
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. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Agreement of Limited Partnership • October 6th, 2006 • Penn Virginia GP Holdings, L.P. • 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.
