PURCHASE AND SALE AGREEMENT by and among TENNESSEE CONSOLIDATED COAL CO., TENNESSEE ENERGY CORP. and ROAD FORK DEVELOPMENT COMPANY, INC. and LOADOUT LLC and PENN VIRGINIA RESOURCE PARTNERS, L.P. Dated as of July 1, 2004 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 20th, 2004 • Penn Virginia Resource Partners L P • Bituminous coal & lignite mining • Delaware
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into, and the transactions contemplated hereby are consummated, as of July 1, 2004 (the "Closing Date"), by and among A. T. MASSEY COAL COMPANY, INC., a Virginia corporation ("Massey"), TENNESSEE CONSOLIDATED COAL CO., a Tennessee corporation and indirect wholly-owned subsidiary of Massey ("TCC"), TENNESSEE ENERGY CORP., a Tennessee corporation and indirect wholly-owned subsidiary of Massey ("TEC"), MARTIN COUNTY COAL CORPORATION doing business as COAL HANDLING FACILITY, INC., a Kentucky corporation and wholly-owned subsidiary of Massey ("CHF"), and ROAD FORK DEVELOPMENT COMPANY, INC., a Kentucky corporation and indirect wholly-owned subsidiary of Massey ("RFD") (TCC, TEC, CHF and RFD, each a "Seller," collectively, "Sellers" and, together with Massey, "Seller Group"), and PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership ("PVR"), and LOADOUT LLC, a Delaware limited liability company and wholly-
