Penn Virginia Resource Partners L P Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • October 4th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • Delaware
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CREDIT AGREEMENT EXHIBIT 10.1
Credit Agreement • October 4th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining
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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • August 7th, 2008 • Bituminous coal & lignite surface mining • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. dated as of August 5, 2008, is entered into by and among Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, Penn Virginia Resource GP Corp., a Delaware corporation, and Penn Virginia GP Holdings, L.P., a Delaware limited partnership, 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:

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Exhibit 10.6 OMNIBUS AGREEMENT
Omnibus Agreement • October 4th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining
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PVR PARTNERS, L.P. (a Delaware limited partnership) 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2012 • PVR Partners, L P • Natural gas transmission • New York

PVR Partners, L.P., a Delaware limited partnership (the “Partnership”), PVR GP, LLC, a Delaware limited liability company and sole general partner of the Partnership (the “General Partner”), and PVR Finco LLC, a Delaware limited liability company (“PVR Finco”), confirm their respective agreements with the Underwriters named in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”) with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective number of common units representing limited partner interests in the Partnership (“

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PENN VIRGINIA RESOURCE PARTNERS, L.P. and PENN VIRGINIA RESOURCE FINANCE CORPORATION, as Issuers, the SUBSIDIARY GUARANTORS Listed Herein and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of April 27, 2010 Senior Debt Securities
Indenture • April 27th, 2010 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining

THIS INDENTURE dated as of April 27, 2010 is among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Partnership, the “Issuers”), PVR Finco LLC, a Delaware limited liability company (“PVR Finco”), Penn Virginia Operating Co., LLC, a Delaware limited liability company (“PVOC”), PVR Midstream LLC, a Delaware limited liability company (“PVR Midstream”), PVR Gas Resources, LLC, a Delaware limited liability company (“PVR Gas Resources”), Dulcet Acquisition LLC, a Delaware limited liability company (“Dulcet”), Fieldcrest Resources LLC, a Delaware limited liability company (“Fieldcrest”), K Rail LLC, a Delaware limited liability company (“K Rail”), Loadout LLC, a Delaware limited liability company, (“Loadout”), Suncrest Resources LLC, a Delaware limited liability company (“Suncrest”), Toney Fork LLC, a Delaware limited liability company (“Toney Fork”

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PENN VIRGINIA RESOURCE GP, LLC AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT
Executive Change of Control Severance Agreement • February 27th, 2009 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

This Amended and Restated Executive Change of Control Severance Agreement (“Agreement”) between Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), and Ronald K. Page (“Executive”) is made and entered into effective as of October 17, 2008 (the “Effective Date”).

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This Closing Contribution, Conveyance and Assumption Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on October --------- ____, 2001 (the "Effective Time"), is entered into by and among PENN VIRGINIA --------------...
Conveyance and Assumption Agreement • October 4th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • Delaware
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REGISTRATION RIGHTS AGREEMENT by and among PVR Partners, L.P., Penn Virginia Resource Finance Corporation II, The Guarantors listed on Schedule A hereto, and Dated as of May 9, 2013
Registration Rights Agreement • May 10th, 2013 • PVR Partners, L. P. • Natural gas transmission • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of May 6, 2013 (the “Purchase Agreement”), by and among the Obligors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Obligors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG PENN VIRGINIA RESOURCE PARTNERS, L.P. AND THE INVESTORS NAMED ON SCHEDULE A HERETO
Registration Rights Agreement • May 23rd, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2012, by and among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the “Investors”).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC
Limited Liability Company Agreement • November 29th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Penn Virginia Resource GP LLC, a Delaware limited liability company (the "Company"), dated as of the 30th day of October, 2001, Penn Virginia Resource GP Corp., a Delaware corporation, the sole member (the "Member").

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • May 23rd, 2012 • Bituminous coal & lignite surface mining • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P., dated as of May 17, 2012, is entered into by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner and as attorney in fact for the Limited Partners, 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 amend and restate the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 10, 2011, as heretofore amended, to provide, in its entirety, as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between MARK D. CASADAY, a resident of the Commonwealth of Pennsylvania (“Executive”), and PENN VIRGINIA RESOURCE GP, LLC, a Delaware limited liability company (the “Company”), as of this 24th day of July, 2012 (the “Commencement Date”).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • April 16th, 2008 • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Penn Virginia Resource Partners, L.P. (the “Partnership”) is hereby adopted on April 15, 2008, but effective as of January 1, 2007, by Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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PVR PARTNERS, L.P., PENN VIRGINIA RESOURCE FINANCE CORPORATION II, as Issuers, PENN VIRGINIA RESOURCE FINANCE CORPORATION, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors, and WELLS FARGO BANK, N.A., as Trustee 6.500% Senior Notes due 2021...
Fourth Supplemental Indenture • May 10th, 2013 • PVR Partners, L. P. • Natural gas transmission • New York

This FOURTH SUPPLEMENTAL INDENTURE dated as of May 9, 2013 is among PVR Partners, L.P., a Delaware limited partnership f/k/a Penn Virginia Resource Partners, L.P. (the “Company”), Penn Virginia Resource Finance Corporation II, a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), Penn Virginia Resource Finance Corporation, a Delaware corporation (the “Prior Co-Issuer”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wells Fargo Bank, N.A., a national banking association, as trustee (the “Trustee”).

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PENN VIRGINIA RESOURCE GP, LLC THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • February 29th, 2008 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT is made as of (the “Effective Date”) between Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), and (“Employee”).

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PENN VIRGINIA RESOURCE GP, LLC THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN DEFERRED COMMON UNIT GRANT AGREEMENT
Deferred Common Unit Grant Agreement • February 29th, 2008 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

This DEFERRED COMMON UNIT GRANT AGREEMENT, dated as of (the “Date of Grant”), is delivered by Penn Virginia Resource GP, LLC (the “Company”) to (the “Grantee”).

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PENN VIRGINIA RESOURCE PARTNERS, L.P. 4,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 14th, 2008 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to the underwriters named in Schedule 1 (the “Underwriters”) attached to this underwriting agreement (this “Agreement”) 4,750,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 712,500 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.

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AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • March 31st, 2010 • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P. on March 31, 2010 (this “Amendment”), is made and entered into by Penn Virginia Resource 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 Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 5, 2008, as amended (the “LP Agreement”).

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PENN VIRGINIA RESOURCE GP, LLC EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT
Executive Change of Control Severance Agreement • March 14th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

This Executive Change of Control Severance Agreement (“Agreement”) between Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), and Ronald K. Page (“Executive”) is made and entered into effective as of March 9, 2006 (the “Effective Date”).

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FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company Dated as of March 31, 2010
Limited Liability Company Agreement • March 31st, 2010 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in PVG (as defined below) on March 31, 2010 (the “Effective Date”), is among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “MLP”), as the Class A Member (as defined below), Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“PVG”), as the Class B Member (as defined below) and the Economic Member (as defined below), and Peabody Energy Corporation, a Delaware corporation and the special member of the Company (“Peabody” or the “Special Member”).

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PENN VIRGINIA RESOURCE PARTNERS, L.P. 3,350,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 14th, 2005 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to such counsel to which any of the Peabody Parties is a party or by which any of them or any of their respective properties may be bound, (iii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction known to such counsel of any court or governmental agency or body directed to any of the Peabody Parties or any of their properties in a proceeding to which any of them or their property is or was a party, or (iv) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Peabody Parties, which conflicts, breaches, violations, defaults or liens, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a material adverse effect on the condition, (financial or otherwise), business

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AGREEMENT AND PLAN OF MERGER Dated as of October 9, 2013 among REGENCY ENERGY PARTNERS LP, REGENCY GP LP, RVP LLC, PVR PARTNERS, L.P. and PVR GP, LLC
Agreement and Plan of Merger • October 10th, 2013 • PVR Partners, L. P. • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 9, 2013 (this “Agreement”), is by and among PVR Partners, L.P., a Delaware limited partnership (“MLP”), PVR GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP” and, together with MLP, the “MLP Entities”), Regency Energy Partners LP, a Delaware limited partnership (“Parent”), Regency GP LP, a Delaware limited partnership and the general partner of Parent (“Parent GP”), and RVP LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent and Parent GP, the “Parent Entities”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2010 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between ROBERT B. WALLACE, a resident of the State of Tennessee (“Executive”), and PENN VIRGINIA RESOURCE GP, LLC., a Delaware limited liability company (the “Company”), as of this 23rd day of March, 2010 (the “Commencement Date”).

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AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER among REGENCY ENERGY PARTNERS LP, REGENCY GP LP, RVP LLC, PVR PARTNERS, L.P. and PVR GP, LLC Amendment dated as of November 7, 2013
Agreement and Plan of Merger • November 7th, 2013 • PVR Partners, L. P. • Natural gas transmission

This AMENDMENT NO. 1, dated as of November 7, 2013 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 9, 2013 (the “Original Agreement”), is by and among PVR Partners, L.P., a Delaware limited partnership (“MLP”), PVR GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP”), Regency Energy Partners LP, a Delaware limited partnership (“Parent”), Regency GP LP, a Delaware limited partnership and the general partner of Parent (“Parent GP”) and RVP LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“RVP”).

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THIRD AMENDMENT Dated as of September 19, 2007 to NOTE PURCHASE AGREEMENT Dated as of March 27, 2003 and PARENT GUARANTY Dated as of March 27, 2003
Note Purchase Agreement • September 20th, 2007 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

THIS THIRD AMENDMENT dated as of September 19, 2007 (this “Third Amendment”) to (i) the Note Purchase Agreements (as hereinafter defined) and (ii) the Parent Guaranty (as hereinafter defined) is among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Company”), PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Parent Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

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AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • February 24th, 2009 • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the Third Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Penn Virginia Resource Partners, L.P. (the “Partnership”) is hereby adopted on February 19, 2009 by Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 2nd, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Pennsylvania

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (THE “SECOND AMENDMENT”) IS DATED AS OF AUGUST 22, 2006, EFFECTIVE AS OF AUGUST 15, 2006, AND IS MADE BY AND AMONG PENN VIRGINIA OPERATING CO., 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”), AND PNC BANK, NATIONAL ASSOCIATION, AS AGENT FOR THE LENDERS (THE “AGENT”).

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PENN VIRGINIA RESOURCE PARTNERS, L.P. 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2002 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • New York

[insert applicable state] having jurisdiction over the Penn Virginia Entities or any of their respective properties is required for the issuance and sale of the Units by the Partnership, or for the conveyance of the properties located in the State of [insert applicable state] purported to be conveyed to the Operating Company or the Operating Subsidiaries, as applicable, pursuant to the Conveyances, except (A) for such consents required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws, as to which such counsel need not express any opinion, (B) for such consents which have been obtained or made, (C) for such consents which (i) are of a routine or administrative nature, (ii) are not customarily obtained or made prior to the consummation of transactions such as those contemplated by this Agreement and the Operative Agreements and (iii) are expected in the reasonable judgment of the General Partner to be obtained or made in the ordinary course of business s

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Penn Virginia Resource Partners L P • March 11th, 2003 • Bituminous coal & lignite mining • Delaware

THIS AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of December 19, 2002, is entered into and effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., dated as of October 30, 2001, as amended (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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NON-COMPETE AGREEMENT
Non-Compete Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining

THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this 8th day of December, 2006, and effective as of the Effective Time (as defined below), by and among Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“Holdings”), Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “MLP”), and Penn Virginia Resource GP, LLC, a Delaware limited liability company and general partner of the MLP (the “General Partner,” and together with the MLP and their respective Subsidiaries, the “Partnership Parties”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA OPERATING CO., LLC
Limited Liability Company Agreement • June 17th, 2003 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF PENN VIRGINIA OPERATING CO., LLC, dated as of October 30, 2001, is entered into by and among Penn Virginia Resource Partners, L.P., a Delaware limited partnership (“MLP”), together with any other Persons who hereafter become Members in the Company or parties hereto as provided herein.

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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company Dated as of December 8, 2006
Limited Liability Company Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), dated as of the 8th day of December 2006 (the “Effective Date”), among Penn Virginia Resource GP Corp., a Delaware corporation (“PVR GP Corp” or the “Prior Managing Member”), Penn Virginia GP Holdings, L.P., a Delaware limited partnership and the managing member of the Company (“PVG” or the “Managing Member”), and Peabody Energy Corporation, a Delaware corporation and the special member of the Company (“Peabody” or the “Special Member”).

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Exhibit 1.1 PENN VIRGINIA RESOURCE PARTNERS, L.P. 6,352,408 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT ---------------------- Lehman Brothers Inc. October ___, 2001 UBS Warburg LLC Banc of America Securities LLC Dain...
Underwriting Agreement • October 4th, 2001 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • New York
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AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT
The Omnibus Agreement • March 11th, 2003 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT DATED OCTOBER 30, 2001 (the “Omnibus Agreement) among Penn Virginia Corporation, Penn Virginia Resource GP, LLC, Penn Virginia Operating Co., LLC and Penn Virginia Resource Partners, L.P., dated as of December 19, 2002 (this “Amendment”), is entered into and effectuated by Penn Virginia Corporation, a Virginia corporation (“Penn Virginia Corporation”), Penn Virginia Resource GP, LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined in the Omnibus Agreement), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Penn Virginia Operating Co., LLC, a Delaware limited liability company (the “OLLC”), and Penn Virginia Resource Partners, L.P. a Delaware limited partnership (the “MLP”). Capitalized terms used but not defined herein are used as defined in the Omnibus Agreement.

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