0001144945-03-000065 Sample Contracts

FIRST AMENDMENT TO COAL MINING LEASE AND SUBLEASE
Mining Lease and Sublease • November 7th, 2003 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining

THIS FIRST AMENDMENT TO COAL MINING LEASE AND SUBLEASE ("First Amendment") is made and entered this 25th day of July, 2003, to be effective as of December 19, 2002, by and between Fieldcrest Resources LLC, a Delaware limited liability company, having its principal offices at 2550 East Stone Drive, Suite 200, Kingsport, TN 37660 (the "Lessor"), and Peabody Natural Resources Company, a Delaware general partnership, having its principal offices at 701 Market Street, Suite 718, St. Louis, Missouri 63101 ("PNRC").

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2003 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining

This Third Amendment to Credit Agreement (the "Third Amendment") is dated as of October 31, 2003 and is made by and among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the "Borrower"), the financial institutions party hereto (individually a "Lender" and collectively, the "Lenders") and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent").

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