EX-4.13



 Exhibit 4.13 
  

			
	  
  
  

ARTICLES OF
CONVERSION                          

OF                       
                           

PENN VIRGINIA OIL & GAS CORPORATION          

TO                       
                           

PENN VIRGINIA OIL & GAS,
L.P.                      
  

December 27,
2004                                  
	 	 






 Pursuant to the provisions of Article 5.18 of the Texas Business Corporation Act (the
“TBCA”), Penn Virginia Oil & Gas Corporation, a Texas corporation, hereby adopts and authorizes for filing with the Texas Secretary of State the following Articles of Conversion for the purpose of effecting the
conversion described below (the “Conversion”). These Articles of Conversion shall become effective at 5:07 p.m. (Eastern Time) on December 31, 2004. 

1. A plan of conversion (the “Plan of Conversion”) has been adopted and approved by Penn Virginia
Oil & Gas Corporation, a corporation incorporated under the laws of the State of Texas (the “Converting Entity”), in accordance with the provisions of Article 5.03 of the TBCA providing for the Conversion of the
Converting Entity into Penn Virginia Oil & Gas, L.P., a limited partnership to be formed under the laws of the State of Texas (the “Converted Entity”). 

2. The executed Plan of Conversion is on file at the principal place of business of the Converting Entity at 840 Gessner,
Suite 800, Houston, Texas 77024. The executed Plan of Conversion will be on file, from and after the Conversion, at the principal place of business of the Converted Entity at 840 Gessner, Suite 800, Houston, Texas 77024. 

3. A copy of the Plan of Conversion will be furnished by the Converting Entity (prior to the Conversion) or the Converted
Entity (after the Conversion), on written request and without cost, to any shareholder of the Converting Entity or partner of the Converted Entity. 

4. The Converting Entity has outstanding 100 shares of common stock, $0.10 par value per share (being the Converting
Entity’s only outstanding class of capital stock), all of which were voted in favor of the Conversion. 
 5. The
Converted Entity will be liable for the payment of all filing fees and franchise taxes required by law to be paid. 
 [SIGNATURE PAGE
FOLLOWS]             







 IN WITNESS WHEREOF, the undersigned has executed these Articles of Conversion as of the
date first set forth above. 
  

			
	PENN VIRGINIA OIL & GAS CORPORATION
		
	By:	 	 





	Name:	 	H. Baird Whitehead
	Title:	 	President









 EXECUTED as of the date written first above. 

 

			
	PENN VIRGINIA OIL & GAS GP LLC, its general partner
		
	By:	 	 





	Name:	 	H. Baird Whitehead
	Title:	 	President










			
	  
  
  

 

                       
                 CERTIFICATE OF LIMITED PARTNERSHIP

                       
                 OF

                       
                 PENN VIRGINIA OIL & GAS, L.P.
	 	 






 This Certificate of Limited Partnership, dated December 27, 2004, has been duly executed
and is filed pursuant to Section 2.01 of the Texas Revised Limited Partnership Act (the “Act”) to form a limited partnership under the Act. 

1. Name. The name of the limited partnership is: 

Penn Virginia Oil & Gas, L.P. 

2. Registered Office; Registered Agent. The address of the registered office required to be
maintained by Section 1.06 of the Act is: 
 CT Corporation System 

350 North St. Paul St. 

Dallas, Texas 75201. 

The name and the address of the registered agent for service of process required to be maintained by Section 1.06 of the
Act are: 
 CT Corporation System 

350 North St. Paul St. 

Dallas, Texas 75201. 

3. General Partner. The name and the business, residence or mailing address of the general partner and
principal office in the United States where the partnership’s records are kept are: 
 Penn Virginia Oil & Gas
GP LLC 
 Three Radnor Corporate Center 

Suite 230, 100 Matsonford Rd. 

Radnor, Pennsylvania 19087 

4. Pursuant to Plan of Conversion. This limited partnership is being formed pursuant to a Plan of
Conversion under Section 2.15 of the Act. The converting entity is Penn Virginia Oil & Gas Corporation, a Texas corporation formed on January 25, 1993, whose address is 840 Gessner, Suite 800, Houston, Texas 77024. 

5. Effective Date. This Certificate of Limited Partnership shall become effective at 5:07 p.m. (Eastern
Time) on December 31, 2004. 








					
	 Form 622
 (Revised 01/06)

Return in duplicate to:
 Secretary of State

P.O. Box 13697
 Austin, TX 78711-3697

512 463-5555
 FAX: 512
463-5709
 Filing Fee: $300
	 	 




 Certificate of Merger

Combination Merger

Business Organizations Code
	 	 This space reserved for office use.
  








  

	
	  

    


 Pursuant to chapter 10 of the Texas Business Organizations Code, and the title applicable to each domestic
filing entity identified below, the undersigned parties submit this certificate of merger. 
 The name, organizational form, and state of
incorporation or organization, and file number, if any, issued by the secretary of state for each organization that is a party to the merger are as follows: 

Party1 
  

			
	 Penn Virginia Oil & Gas, L.P.

	  Name of Organization
	  The organization is a     for profit limited partnership                 
                                   	  	It is organized under the laws of
	                                   
         Specify organizational form (eg., for profit corporation)


			
	Texas                                 USA    
                                         
  The file number, if any, is    	 	 800431799

	
  State                      
          Country
	 	  Texas Secretary of State file number

  

							
	Its principal place of business is    	 	 840 Gessner Road, Suite 800
            Houston                         Texas
                  77024

		 	  Address
                                         
             City
                                         
   State


							
	 ☒
	 	The organization will survive the merger.	 	 ☐
	 	The organization will not survive the merger.
		
	 ☐
	 	The plan of merger amends the name of the organization. The new name is set forth below.
	
	  


 Name as Amended 

Party 2 
  

					
	 PV Empresa, LLC

	  Name of Organization
	  The organization is a     for profit limited liability company
                                         
           It is organized under the laws of
	                                   
       Specify organizational form (e.g., for-profit corporation)


					
	Delaware                                 USA
                                         
 The file number, if any, is	 	 800811940

	  State
                                     Country
                                         
                                      Texas Secretary of
State file number


									
	Its principal place of business is	 	 3 Radnor Corp. Ctr, Suite 300,
            Radnor                         PA
                19087

		 	  Address
                                         
                City
                                    State


							
	 ☐
	 	The organization will survive the merger.	 	 ☒
	 	The organization will not survive the merger.
		
	 ☐
	 	The plan of merger amends the name of the organization. The new name is set forth below.
	
	  


 Name as Amended 

Party 3 
 



 

  

					
	Form 622	  	7	  	









  

					
	 Name of Organization

 
 The organization is a
	 	  
	  	It is organized under the laws of
		 	Specify organizational form (e.g., for-profit corporation)	  	

  

							
	 	  	 	  	The file number, if any, is	  	 
	State	  	Country	  		  	Texas Secretary of State file number

  

							
	 Its principal place of business is
	  	 	  	 	  	 
		  	 Address
	  	 City
	  	 State


  

							
	☐	 	The organization will survive the merger.	 	☐	 	The organization will not survive the merger.
		
	☐	 	The plan of merger amends the name of the organization. The new name is set forth below.

  
  

Name as Amended 

 

 
  

  

	☐	The plan of merger is attached. 

 If the plan of merger is not attached, the following
statements must be completed. 
  

 

 By checking the following boxes, each domestic filing entity certifies that: 

☒ A signed plan of merger is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization that is named in this form as a party to the merger or an organization created by the merger. 

☒ On written request, a copy of the plan of merger will be furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger. 

If a filling entity is to survive the merger, complete either A or B. If B is selected, provide relevant information in the space
provided. 
 Amendments 
 ☒ A.
No amendments to the certificate of formation of any filing entity that is a party to the merger are effected by the merger. 
 ☐ B. The plan of
merger effected changes or amendments to the certificate of formation of 
  

 
 Name to filing entity effecting amendments

 The changes or amendments to the filing entity’s certificate of formation, other than the name change noted previously, are stated below. 

Amendment Text Area 
  

 
  

  

			
	Form 622	  	8









 Organizations Created by Merger 

The name, jurisdiction of organization, principal place of business address, and entity description of each entity or other organization to be created
pursuant to the plan of merger are set forth below. The certificate of formation of each new domestic filing entity to be created is being filed with this certificate of merger. 

  

			
	Form 622	  	9










									
	NEW ORGANIZATION 1	  		  		  		  	
					
	 	  	 	  	 	  	 	  	 
	Name	  		  	Jurisdiction	  	Entity Type (See instructions)
				
	 	  	 	  	 	  	 
	Principal Place of Business Address	  	City	  		  	State	  	Zip Code
					
	NEW ORGANIZATION 2	  		  		  		  	
					
	 	  	 	  	 	  	 	  	 
	Name	  		  	Jurisdiction	  	Entity Type (See Instructions)
				
	 	  	 	  	 	  	 
	Principal Place of Business Address	  	City	  		  	State	  	Zip Code
					
	NEW ORGANIZATION 3	  		  		  		  	
					
	 	  	 	  	 	  	 	  	 
	Name	  		  	Jurisdiction	  	Entity Type (See Instructions)
				
	 	  	 	  	 	  	 
	Principal Place of Business Address	  	City	  		  	State	  	Zip

  

 

 The plan of merger has been approved as required by the laws of the jurisdiction
of formation of each organization that is a party to the merger and by the governing documents of those organizations. 
  

			
	☐ The approval of the owners or members of	  	  

		  	Name of domestic entity
	was not required by the provisions of the BOC.

  

 

 A. ☒ This document becomes effective when the document is accepted and filed
by the secretary of state. 
 B. ☐ This document becomes effective at a later date, which is not more than ninety (90) days from the date of
signing. The delayed 

			
	effective date is:	 	  


 C. ☐ This document takes effect on the occurrence of the future event or fact, other than the passage of time. The 90th day after the 

			
	 date of signing is:
  
	 	  


 The following event or fact will cause the document to take effect in the manner described below: 

 
  
  

 

  

			
	Form 622	  	10










	
	 

  

	☐	Attached hereto is a certificate from the comptroller of public accounts that all taxes under title 2, Tax Code, have been paid by the non-surviving filing entity.


  

	☒	In lieu of providing the tax certificate, one or more of the surviving, acquiring or newly created organizations will be liable for the payment of the required franchise taxes. 


  

			
	Form 622	  	11










			
	 

 The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
fraudulent instrument. 
 Date: October 19, 2007 
  

			
		 	PV Empresa, LLC
		 	Merging Entity Name
		
		 	




		 	Signature and title of authorized person
		
		 	Penn Virginia Oil & Gas, L.P.
		 	Merging Entity Name
		
		 	




		 	Signature and title of authorized person
		
		 	
		 	Merging Entity Name
		
		 	
		 	Signature and title of authorized person


  

			
	Form 622	  	12