AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Limited Partnership Agreement • December 13th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P. dated as of December 8, 2006 is entered into by and among PVG GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC Dated as of December 8, 2006Limited Liability Company Agreement • December 13th, 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”).
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 December 8, 2006Contribution Agreement • December 13th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution and Conveyance Agreement, dated as of December 8, 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.
