SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PV ENERGY HOLDINGS, L.P. Dated as of October 6, 2021Limited Partnership Agreement • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of PV Energy Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of October 6, 2021, is adopted, executed and agreed to by and among PV Energy Holdings GP LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
AMENDED AND RESTATED INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • Delaware
This Amended and Restated Investor and Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of October 6, 2021, by and among Penn Virginia Corporation, a Virginia corporation (the “Company”), and each of the Holders party hereto.
JOINDER AGREEMENTJoinder Agreement • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • New York
Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated July 27, 2021 initially among Penn Virginia Escrow LLC, a limited liability company organized under the laws of Delaware (the “Escrow Issuer”), Penn Virginia Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Company”), the Company Guarantors (as defined and named therein) and BofA Securities, Inc., as representative (the “Representative”) of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”), concerning the purchase of the Notes (as defined in the Purchase Agreement) from the Escrow Issuer by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of October 6, 2021 (the “Effective Date”), by and among JSTX Holdings, LLC (“JSTX”), Rocky Creek Resources, LLC (“Rocky Creek” and together with JSTX, the “Permitted Owners” and each individually, a “Permitted Owner”), and Penn Virginia Corporation, a Virginia corporation (the “Company”).
SUPPLEMENTAL INDENTURE – SUBSIDIARY GUARANTEESupplemental Indenture • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • New York
SUPPLEMENTAL INDENTURE, dated as of October 6, 2021 (this “Supplemental Indenture”), is among Penn Virginia Holdings, LLC, a Delaware limited liability company, as successor by way of merger with Penn Virginia Escrow LLC (the “Company”), each of the parties identified under the caption “Subsequent Guarantors” on the signature pages hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Citibank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE – ESCROW MERGERSupplemental Indenture • October 7th, 2021 • Penn Virginia Corp • Crude petroleum & natural gas • New York
SUPPLEMENTAL INDENTURE, dated as of October 5, 2021 (this “Supplemental Indenture”), is by and among Penn Virginia Holdings, LLC, a Delaware limited liability company (“Holdings”), each of the parties identified under the caption “Guarantors” on the signature pages hereto (the “Guarantors”), and Citibank, N.A., as trustee (the “Trustee”).
