AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PENN VIRGINIA RESOURCE PARTNERS, L.P.
THIS AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
PENN VIRGINIA RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of December 8, 2003, is entered into and
effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to
authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of Penn Virginia
Resource Partners, L.P., dated as of October 30, 2001, as amended (the “Partnership Agreement”). Capitalized terms used but
not defined herein are used as defined in the Partnership Agreement.
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner may amend any provision of
the Partnership Agreement without the approval of any Partner or Assignee to reflect a change that, in the discretion of the
General Partner, does not adversely affect the Limited Partners (including any particular class of Partnership Interests) in any
material respect; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership
Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not adversely
affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership
Interests) in any material respect.
NOW, THEREFORE, it is hereby agreed as follows:
A. Amendment .
1. Section 5.7(b) of the Partnership Agreement is hereby amended and restated as follows:
(b) The Partnership may also issue an unlimited number of Parity Units, prior to the end of the Subordination Period
and without the prior approval of the Unitholders, if such issuance occurs (i) in connection with an Acquisition or Capital
Improvement or (ii) within 365 days of