0001193125-08-070282 Sample Contracts

PENN VIRGINIA OPERATING CO., LLC AND PENN VIRGINIA RESOURCE PARTNERS, L.P. FOURTH AMENDMENT Dated as of March 26, 2008 to NOTE PURCHASE AGREEMENT Dated as of March 27, 2003 Re: $90,000,000 6.02% (originally 5.77%) Senior Notes Due March 27, 2013
Note Purchase Agreement • March 31st, 2008 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York

THIS FOURTH AMENDMENT dated as of March 26, 2008 (the or this “Fourth Amendment”) to the Note Purchase Agreements (as hereinafter defined) is among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Company”), PENN VIRGINIA RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Parent Company”), and each of the institutions which is a signatory to this Fourth Amendment (collectively, the “Noteholders”).

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