PENN VIRGINIA RESOURCE PARTNERS, L.P. 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2001 • Penn Virginia Corp • Crude petroleum & natural gas • New York
UBS Warburg LLC Banc of America Securities LLC Dain Rauscher Incorporated First Union Securities, Inc. c/o Lehman Brothers Inc. 101 Hudson Street Jersey City, New Jersey 07302
OMNIBUS AGREEMENTOmnibus Agreement • November 14th, 2001 • Penn Virginia Corp • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Penn Virginia Corporation, a Virginia corporation ("Penn Virginia Corporation"), Penn Virginia Resource GP, LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the "General Partner"), for itself and on behalf of the MLP in its capacity as general partner, Penn Virginia Operating Co., LLC, a Delaware limited liability company (the "OLLC"), and Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the "MLP").
