Preview | Agreement of Limited Partnership [Amended and Restated No. 1] | Kanawha Rail Corp.; Penn Virginia Holding Corp.

ARTICLE I

DEFINITIONS

Section 1.1	Definitions	1
Section 1.2	Construction	20

ARTICLE II

ORGANIZATION

Section 2.1	Formation	20
Section 2.2	Name	20
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	21
Section 2.4	Purpose and Business	21
Section 2.5	Powers	21
Section 2.6	Power of Attorney	22
Section 2.7	Term	23
Section 2.8	Title to Partnership Assets	23

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1	Limitation of Liability	24
Section 3.2	Management of Business	24
Section 3.3	Outside Activities of the Limited Partners	24
Section 3.4	Rights of Limited Partners	24

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1	Certificates	25
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	26
Section 4.3	Record Holders	26
Section 4.4	Transfer Generally	27
Section 4.5	Registration and Transfer of Limited Partner Interests	27
Section 4.6	Transfer of the General Partners General Partner Interest	28
Section 4.7	Transfer of Incentive Distribution Rights	29
Section 4.8	Restrictions on Transfers	29
Section 4.9	Citizenship Certificates; Non-citizen Assignees	30
Section 4.10	Redemption of Partnership Interests of Non-citizen Assignees	31

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1	Organizational Contributions	32
Section 5.2	Contributions by the General Partner and its Affiliates	32
Section 5.3	Contributions by Initial Limited Partners and Distributions to the General Partner and its Affiliates	33
Section 5.4	Interest and Withdrawal	34
Section 5.5	Capital Accounts	34
Section 5.6	Issuances of Additional Partnership Securities	37
Section 5.7	Limitations on Issuance of Additional Partnership Securities	38
Section 5.8	Conversion of Subordinated Units	40
Section 5.9	Limited Preemptive Right	41
Section 5.10	Splits and Combinations	41
Section 5.11	Fully Paid and Non-Assessable Nature of Limited Partner Interests	42

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1	Allocations for Capital Account Purposes	42
Section 6.2	Allocations for Tax Purposes	50
Section 6.3	Requirement and Characterization of Distributions; Distributions to Record Holders	52
Section 6.4	Distributions of Available Cash from Operating Surplus	53
Section 6.5	Distributions of Available Cash from Capital Surplus	54
Section 6.6	Adjustment of Minimum Quarterly Distribution and Target Distribution Levels	55
Section 6.7	Special Provisions Relating to the Holders of Subordinated Units	55
Section 6.8	Special Provisions Relating to the Holders of Incentive Distribution Rights	56
Section 6.9	Entity-Level Taxation	56

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1	Management	56
Section 7.2	Certificate of Limited Partnership	59
Section 7.3	Restrictions on the General Partners Authority	59
Section 7.4	Reimbursement of the General Partner	60
Section 7.5	Outside Activities	60

Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner	62
Section 7.7	Indemnification	63
Section 7.8	Liability of Indemnitees	65
Section 7.9	Resolution of Conflicts of Interest	66
Section 7.10	Other Matters Concerning the General Partner	67
Section 7.11	Purchase or Sale of Partnership Securities	68
Section 7.12	Registration Rights of the General Partner and its Affiliates	68
Section 7.13	Reliance by Third Parties	70

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1	Records and Accounting	71
Section 8.2	Fiscal Year	71
Section 8.3	Reports	71

ARTICLE IX

TAX MATTERS

Section 9.1	Tax Returns and Information	71
Section 9.2	Tax Elections	72
Section 9.3	Tax Controversies	72
Section 9.4	Withholding	72

ARTICLE X

ADMISSION OF PARTNERS

Section 10.1	Admission of Initial Limited Partners	73
Section 10.2	Admission of Substituted Limited Partner	73
Section 10.3	Admission of Successor General Partner	73
Section 10.4	Admission of Additional Limited Partners	74
Section 10.5	Amendment of Agreement and Certificate of Limited Partnership	74

ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1	Withdrawal of the General Partner	74
Section 11.2	Removal of the General Partner	76
Section 11.3	Interest of Departing Partner and Successor General Partner	77

Section 11.4	Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	78
Section 11.5	Withdrawal of Limited Partners	78

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1	Dissolution	78
Section 12.2	Continuation of the Business of the Partnership After Dissolution	79
Section 12.3	Liquidator	80
Section 12.4	Liquidation	80
Section 12.5	Cancellation of Certificate of Limited Partnership	81
Section 12.6	Return of Contributions	81
Section 12.7	Waiver of Partition	81
Section 12.8	Capital Account Restoration	81

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1	Amendment to be Adopted Solely by the General Partner	82
Section 13.2	Amendment Procedures	83
Section 13.3	Amendment Requirements	83
Section 13.4	Special Meetings	84
Section 13.5	Notice of a Meeting	85
Section 13.6	Record Date	85
Section 13.7	Adjournment	85
Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	85
Section 13.9	Quorum	85
Section 13.10	Conduct of a Meeting	86
Section 13.11	Action Without a Meeting	86
Section 13.12	Voting and Other Rights	87

ARTICLE XIV

MERGER

Section 14.1	Authority	87
Section 14.2	Procedure for Merger or Consolidation	88
Section 14.3	Approval by Limited Partners of Merger or Consolidation	89
Section 14.4	Certificate of Merger	89
Section 14.5	Effect of Merger	89

ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1	Right to Acquire Limited Partner Interests	90

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1	Addresses and Notices	92
Section 16.2	Further Action	92
Section 16.3	Binding Effect	93
Section 16.4	Integration	93
Section 16.5	Creditors	93
Section 16.6	Waiver	93
Section 16.7	Counterparts	93
Section 16.8	Applicable Law	93
Section 16.9	Invalidity of Provisions	93
Section 16.10	Consent of Partners	93

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. dated as of October 30, 2001, is entered into by and among Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, Penn Virginia Resource LP Corp., a Delaware corporation, Kanawha Rail Corp., a Virginia corporation, and Penn Virginia Holding Corp., a Delaware corporation, as the Organizational Limited 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:

Acquisition means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction.

(ii) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional Book Basis; provided that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all

Additional Book Basis Derivative Items means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnerships Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the Excess Additional Book Basis), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.

Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The Adjusted Capital Account of a Partner in respect of a General Partner Interest, a Common Unit, a Subordinated Unit or an Incentive Distribution Right or any other specified interest in the Partnership shall be the amount which such Adjusted Capital Account would be if such General Partner Interest, Common Unit, Subordinated Unit, Incentive Distribution Right or other interest in the Partnership were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Interest, Common Unit, Subordinated Unit, Incentive Distribution Right or other interest was first issued.