SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PVG GP, LLC Dated as of June 7, 2010Limited Liability Company Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Second Amended and Restated Limited Liability Company Agreement of PVG GP, LLC, dated as of June 7, 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 (“PVG”), on June 7, 2010, is adopted, executed and agreed to, for good and valuable consideration, by PVG, as the sole Member (as defined below).
CONTRIBUTION AGREEMENT By and Among PENN VIRGINIA RESOURCE GP CORP., PENN VIRGINIA GP HOLDINGS, L.P., And PVG GP, LLC Dated as of June 7, 2010Contribution Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution Agreement, dated as of June 7, 2010 (this “Contribution Agreement”), is by and among PENN VIRGINIA RESOURCE GP CORP., a Delaware corporation (“PVR GP Corp”), PENN VIRGINIA GP HOLDINGS, L.P., a Delaware limited partnership (“PVG”), and PVG GP, LLC, a Delaware limited liability company and the general partner of PVG (“PVG GP”). 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 Article I.
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA GP HOLDINGS, L.P.Penn Virginia GP Holdings, L.P. • June 7th, 2010 • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 3 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 June 7, 2010 and effective immediately prior to the closing of the secondary public offering of common units in the Partnership on June 7, 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Second Amendment”) is dated as of June 7, 2010, and is made by and among PVR FINCO 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”), BANK OF AMERICA, NA, BNP PARIBAS AND WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to Wachovia Bank, National Association, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE AND UNION BANK, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”). PNC Capital Markets LLC and RBC Capital Markets are Joint Lead Arrangers, and PBC Capital Markets is Syndication Agent under the Credit Agreement (defined below).
June 7, 2010 PENN VIRGINIA RESOURCE HOLDINGS CORP. PENN VIRGINIA GP HOLDINGS, L.P. PENN VIRGINIA RESOURCE GP, LLC PENN VIRGINIA RESOURCE PARTNERS, L.P. Four Radnor Corporate Center, Suite 200 Radnor, Pennsylvania 19087 Gentlemen and Ladies:Penn Virginia GP Holdings, L.P. • June 7th, 2010 • Bituminous coal & lignite surface mining
Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC dated as of March 31, 2010 (the “PVR LLC Agreement”). Pursuant to Section 4.06 of the PVR LLC Agreement, Penn Virginia Corporation (“PVA”) has the authority, subject to the limitations specified therein, to break a tie vote of the Board of Directors of Penn Virginia Resource GP, LLC. PVA (for itself and any delegate of its rights) hereby irrevocably waives its rights under Section 4.06 of the PVR LLC Agreement, subject to and effective immediately prior to the closing of the sale by Penn Virginia Resource GP Corp. and Penn Virginia Resource LP Corp. of 8,827,429 common units of Penn Virginia GP Holdings, L.P., and this letter shall also constitute notice of such waiver.
