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 • 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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