NON-COMPETE AGREEMENTNon-Compete Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining
THIS NON-COMPETE AGREEMENT (this “Agreement”) is entered into this 8th day of December, 2006, and effective as of the Effective Time (as defined below), by and among Penn Virginia GP Holdings, L.P., a Delaware limited partnership (“Holdings”), Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “MLP”), and Penn Virginia Resource GP, LLC, a Delaware limited liability company and general partner of the MLP (the “General Partner,” and together with the MLP and their respective Subsidiaries, the “Partnership Parties”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PENN VIRGINIA RESOURCE GP, LLC A Delaware Limited Liability Company Dated as of December 8, 2006Limited Liability Company Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), dated as of the 8th day of December 2006 (the “Effective Date”), among Penn Virginia Resource GP Corp., a Delaware corporation (“PVR GP Corp” or the “Prior Managing Member”), Penn Virginia GP Holdings, L.P., a Delaware limited partnership and the managing member of the Company (“PVG” or the “Managing Member”), and Peabody Energy Corporation, a Delaware corporation and the special member of the Company (“Peabody” or the “Special Member”).
AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.Penn Virginia Resource Partners L P • December 13th, 2006 • Bituminous coal & lignite surface mining • Delaware
THIS AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of December 8, 2006, is entered into and effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., dated as of October 30, 2001, as amended as of December 19, 2002, March 19, 2003 and December 8, 2003 (as so amended, the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Pennsylvania
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment”) is dated as of December 11, 2006, and is made by and among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (as defined below), the LENDERS (as defined below), and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the “Agent”).
SECOND AMENDMENT Dated as of December 8, 2006 to NOTE PURCHASE AGREEMENT Dated as of March 27, 2003Note Purchase Agreement • December 13th, 2006 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • New York
THIS SECOND AMENDMENT dated as of December 8, 2006 (the or this “Second 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 Second Amendment (collectively, the “Noteholders”).
