Third Supplemental Indenture



 Exhibit 4.7 
 PENN VIRGINIA RESOURCE PARTNERS, L.P. 
 PENN VIRGINIA RESOURCE FINANCE CORPORATION

 and 

the Subsidiary Guarantors named herein 
  

 
 8  1/4% SENIOR NOTES DUE 2018 
  

 
  

 
 THIRD
SUPPLEMENTAL INDENTURE 
 DATED AS OF MAY 17, 2012 

 
  

WELLS FARGO BANK, N.A., 
 Trustee 
  

 







 This THIRD SUPPLEMENTAL INDENTURE, dated as of May 17, 2012, is among Penn Virginia
Resource Partners, L.P., a Delaware limited partnership (the “Company”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the
“Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”), and Wells Fargo Bank, N.A., a national banking association, as
Trustee. 
 RECITALS 
 WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of April 27, 2010, as supplemented by that First Supplemental Indenture dated
April 27, 2010 (as so supplemented, the “Indenture”), pursuant to which the Issuers have issued $300,000,000 in principal amount of
8  1/4% Senior Notes due 2018 (the
“Notes”); 
 WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary
Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable
constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance
with its terms, have been duly done and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 

Section 1.01. This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and
shall be construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Third
Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee. 
 ARTICLE 2 
 From this date, in accordance with Section 4.13 and by executing
this Third Supplemental Indenture, the Subsidiary Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. 

ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force
and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuers. 







 Section 3.03. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.04. The parties may sign any number of copies of this
Third Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE] 







 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed, all as of the date first written above. 
  

					
	Issuers:
	
	PENN VIRGINIA RESOURCE PARTNERS, L.P.
		
	By:	 	Penn Virginia Resource GP, LLC
		 	its general partner
		
	By:	 	 /s/ Robert Wallace

		 	Name:	 	Robert Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PENN VIRGINIA RESOURCE FINANCE CORPORATION
		
	By:	 	 /s/ Robert Wallace

		 	Name:	 	Robert Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer



  
 Signature Page
to Third Supplemental Indenture 








 
					
	Subsidiary Guarantors:
	
	CHIEF GATHERING LLC
	CONNECT ENERGY SERVICES, LLC
	CONNECT GAS GATHERING, LLC
	CONNECT GAS PIPELINE LLC
	CONNECT NGL PIPELINE, LLC
	DULCET ACQUISITION LLC
	FIELDCREST RESOURCES LLC
	K RAIL LLC
	KANAWHA RAIL LLC
	LJL, LLC
	LOADOUT LLC
	PENN VIRGINIA OPERATING CO., LLC
	PVR CHEROKEE GAS PROCESSING LLC
	PVR EAST TEXAS GAS PROCESSING, LLC
	PVR FINCO LLC
	PVR GAS PIPELINE, LLC
	PVR GAS PROCESSING LLC
	PVR GAS RESOURCES, LLC
	PVR HAMLIN, LLC
	PVR HYDORCARBONS LLC
	PVR LAVERNE GAS PROCESSING LLC
	PVR MARCELLUS GAS GATHERING, LLC
	PVR MIDSTREAM LLC
	PVR NATURAL GAS GATHERING LLC
	PVR NORTH TEXAS GAS GATHERING, LLC
	PVR OKLAHOMA NATURAL GAS GATHERING LLC
	PVR WATER SERVICES, LLC
	SUNCREST RESOURCES LLC
	TONEY FORK LLC
		
	By:	 	 /s/ Robert Wallace

		 	Name:	 	Robert Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	Trustee:
	
	 WELLS FARGO BANK, N.A.,
as Trustee

		
	By:	 	 /s/ Patrick T. Giordano

		 	Name:	 	Patrick T. Giordano
		 	Title:	 	Vice President



  
 Signature Page
to Third Supplemental Indenture