0001193125-12-160679 Sample Contracts

Membership Interest Purchase and Sale Agreement by and among Chief E&D Holdings LP, as Seller, Chief Gathering LLC, the Company, PVR Marcellus Gas Gathering LLC, as Buyer and Penn Virginia Resource Partners, L.P., as Issuer Dated April 9, 2012
Membership Interest Purchase and Sale Agreement • April 12th, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Texas

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated April 9, 2012 (the “Execution Date”), is by and among Chief E&D Holdings LP, a Texas limited partnership (“Seller”), Chief Gathering LLC, a Texas limited liability company (the “Company”), PVR Marcellus Gas Gathering LLC, a Delaware limited liability company (“Buyer”) and Penn Virginia Resource Partners, L.P., a Delaware limited partnership (“Issuer”).

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CLASS B UNIT PURCHASE AGREEMENT by and among PENN VIRGINIA RESOURCE PARTNERS, L.P., RIVERSTONE GLOBAL ENERGY AND POWER FUND V (FT), L.P. and RIVERSTONE V PVR HOLDINGS, L.P.
Class B Unit Purchase Agreement • April 12th, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

This CLASS B UNIT PURCHASE AGREEMENT, dated as of April 9, 2012 (this “Agreement”), is by and among PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), RIVERSTONE GLOBAL ENERGY AND POWER FUND V (FT), L.P., a Delaware limited partnership (“Riverstone”) and RIVERSTONE V PVR HOLDINGS, L.P., a Delaware limited partnership (the “Purchaser” and collectively with Riverstone, the “Riverstone Parties”).

COMMON UNIT PURCHASE AGREEMENT by and among PENN VIRGINIA RESOURCE PARTNERS, L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETO
Common Unit Purchase Agreement • April 12th, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

This COMMON UNIT PURCHASE AGREEMENT, dated as of April 9, 2012 (this “Agreement”), is by and among PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).

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