PENN VIRGINIA RESOURCE PARTNERS, L.P. 4,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting 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.
