Common Contracts

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:

Limited Liability Company Agreement • June 7th, 2010 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining

• Contract Type
  Limited Liability Company Agreement
• Filed
  June 7th, 2010
• Company
  Penn Virginia Resource Partners L P
• Industry
  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.

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:

Limited Liability Company Agreement • June 7th, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining

• Contract Type
  Limited Liability Company Agreement
• Filed
  June 7th, 2010
• Company
  Penn Virginia GP Holdings, L.P.
• Industry
  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.