0001144945-03-000041 Sample Contracts

Penn Virginia Operating Co., LLC and Penn Virginia Resource Partners, L.P. $90,000,000 5.77% Senior Notes due March 27, 2013 ______________ Note Purchase Agreement _____________ Dated as of March 27, 2003 Penn Virginia Operating Co. LLC One Radnor...
Penn Virginia Resource Partners L P • April 2nd, 2003 • Bituminous coal & lignite mining • New York

Penn Virginia Operating Co., LLC, a Delaware limited liability company (the "Company"), and Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the "Parent Company") hereby agree with you as follows:

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Form of Note] Penn Virginia Operating Co., LLC
Penn Virginia Resource Partners L P • April 2nd, 2003 • Bituminous coal & lignite mining

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreements, dated as of March 27, 2003 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

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