0001193125-12-360850 Sample Contracts

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • August 17th, 2012 • PVR Partners, L P • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (the “Partnership”) dated as of August 16, 2012, is entered into by PVR 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 Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 17, 2012 (the “Partnership Agreement”).

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AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC
Limited Liability Company Agreement • August 17th, 2012 • PVR Partners, L P • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (the “Amendment No. 1”) to the Sixth Amended and Restated Limited Liability Company Agreement of Penn Virginia Resource GP, LLC (the “Company”) dated as of August 16, 2012, is entered into by its member Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Six Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 10, 2011 (the “LLC Agreement”).

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