PENN VIRGINIA OPERATING CO., LLC, as Borrower and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO

EX-10.2 5 dex102.htm AMENDED AND RESTATED CREDIT AGREEMENT Amended and Restated Credit Agreement

Exhibit 10.2

EXECUTION VERSION

$150,000,000 REVOLVING CREDIT FACILITY

$110,000,000 TERM LOAN

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

PENN VIRGINIA OPERATING CO., LLC, as Borrower

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

FLEET NATIONAL BANK

SUNTRUST BANK and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Documentation Agents

and

BNP PARIBAS and

SOCIÉTÉ GÉNÉRALE,

as Managing Agents

and

PNC CAPITAL MARKETS, INC. and

RBC CAPITAL MARKETS,

as Joint Lead Arrangers

and

RBC CAPITAL MARKETS,

as Syndication Agent

Dated as of March 3, 2005

TABLE OF CONTENTS


Section				Page
1.	CERTAIN DEFINITIONS			1
	1.1	Certain Definitions.		1
	1.2	Construction.		22
		1.2.1	Number; Inclusion.	22
		1.2.2	Determination.	22
		1.2.3	Agent’s Discretion and Consent.	23
		1.2.4	Documents Taken as a Whole.	23
		1.2.5	Headings.	23
		1.2.6	Implied References to this Agreement.	23
		1.2.7	Persons.	23
		1.2.8	Modifications to Documents.	23
		1.2.9	From, To and Through.	23
		1.2.10	Shall; Will.	23
	1.3	Accounting Principles.		24

2.	REVOLVING CREDIT FACILITY			24
	2.1	Revolving Credit Commitments.		24
	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.		24
	2.3	Commitment Fees.		25
	2.4	Intentionally Deleted.		25
	2.5	Revolving Credit Loan Requests.		25
	2.6	Making Revolving Credit Loans.		25
	2.7	Revolving Credit Notes.		26
	2.8	Use of Proceeds.		26
	2.9	Letter of Credit Subfacility.		26
		2.9.1	Issuance of Letters of Credit.	26
		2.9.2	Letter of Credit Fees.	27
		2.9.3	Disbursements, Reimbursement.	27
		2.9.4	Repayment of Participation Advances.	28
		2.9.5	Documentation.	28
		2.9.6	Determinations to Honor Drawing Requests.	29
		2.9.7	Nature of Participation and Reimbursement Obligations.	29
		2.9.8	Indemnity.	30
		2.9.9	Liability for Acts and Omissions.	31
	2.10	Increase in Commitments.		32
		2.10.1	Increasing Lenders and New Lenders.	32
		2.10.2	Treatment of Outstanding Loans and Letters of Credit.	33

3.	TERM LOANS			34
	3.1	Term Loan Commitments.		34
	3.2	Nature of Lenders’ Obligations with Respect to Term Loans.		34
	3.3	[Intentionally Deleted.]		34
	3.4	Term Loan Notes.		34

TABLE OF CONTENTS


Section				Page
	3.5	Use of Proceeds.		34

4.	INTEREST RATES			35
	4.1	Interest Rate Options.		35
		4.1.1	Revolving Credit Interest Rate Options.	35
		4.1.2	Term Loan Interest Rate Options.	35
		4.1.3	Rate Quotations.	36
	4.2	Interest Periods.		36
		4.2.1	Amount of Borrowing Tranche.	36
		4.2.2	Renewals.	36
	4.3	Interest After Default.		36
		4.3.1	Letter of Credit Fees, Interest Rate.	36
		4.3.2	Other Obligations.	36
		4.3.3	Acknowledgment.	37
	4.4	Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.		37
		4.4.1	Unascertainable.	37
		4.4.2	Illegality; Increased Costs; Deposits Not Available.	37
		4.4.3	Agent’s and Lender’s Rights.	37
	4.5	Selection of Interest Rate Options.		38

5.	PAYMENTS			38
	5.1	Payments		38
		5.1.1	Payment Requirements.	38
		5.1.2	Term Loan Payment Amortization.	39
	5.2	Pro Rata Treatment of Lenders.		39
	5.3	Interest Payment Dates.		39
	5.4	Voluntary Prepayments.		40
		5.4.1	Right to Prepay.	40
		5.4.2	Replacement of a Lender.	41
		5.4.3	Change of Lending Office.	41
		5.4.4	Reduction of Commitment.	41
	5.5	Mandatory Prepayments.		42
		5.5.1	Sale of Assets.	42
		5.5.2	Debt or Equity Offering.	42
		5.5.3	Insurance or Condemnation Proceeds.	42
		5.5.4	Purchase Price Adjustment.	42
		5.5.5	Application of Prepayments on Term Loan.	43
		5.5.6	Application of Prepayments on and Reduction in Revolving Credit Commitments.	43
		5.5.7	Application Among Interest Rate Options.	43
	5.6	Additional Compensation in Certain Circumstances.		43
		5.6.1	Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.	43

TABLE OF CONTENTS


Section				Page
		5.6.2	Indemnity.	44

6.	REPRESENTATIONS AND WARRANTIES			45
	6.1	Representations and Warranties.		45
		6.1.1	Organization and Qualification.	45
		6.1.2	Capitalization and Ownership.	45
		6.1.3	Subsidiaries.	45
		6.1.4	Power and Authority.	46
		6.1.5	Validity and Binding Effect.	46
		6.1.6	No Conflict.	46
		6.1.7	Litigation.	46
		6.1.8	Title to Properties.	47
		6.1.9	Financial Statements.	47
		6.1.10	Use of Proceeds; Margin Stock; Section 20 Subsidiaries.	47
		6.1.11	Full Disclosure.	48
		6.1.12	Taxes.	48
		6.1.13	Consents and Approvals.	48
		6.1.14	No Event of Default; Compliance with Instruments.	49
		6.1.15	Patents, Trademarks, Copyrights, Licenses, Etc.	49
		6.1.16	Solvency.	49
		6.1.17	Public Utility Holding Company Act.	49
		6.1.18	Insurance.	50
		6.1.19	Compliance with Laws.	50
		6.1.20	Material Contracts; Burdensome Restrictions.	50
		6.1.21	Investment Companies; Regulated Entities.	50
		6.1.22	Plans and Benefit Arrangements.	50
		6.1.23	Employment Matters.	51
		6.1.24	Environmental Matters.	51
		6.1.25	Senior Debt Status.	52
		6.1.26	Anti-Terrorism Laws.	52
		6.1.27	Tax Treatment of Parent.	53
	6.2	Updates to Schedules.		53

7.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT			54
	7.1	First Loans and Letters of Credit.		54
		7.1.1	Officer’s Certificate.	54
		7.1.2	Secretary’s Certificate.	54
		7.1.3	Delivery of Loan Documents.	55
		7.1.4	Opinion of Counsel.	55
		7.1.5	Legal Details.	55
		7.1.6	Payment of Fees.	55
		7.1.7	Environmental Matters.	56
		7.1.8	Reserve Evaluation.	56
		7.1.9	Consents.	56

iii

TABLE OF CONTENTS


Section				Page
		7.1.10	Officer’s Certificate Regarding MACs.	56
		7.1.11	No Violation of Laws.	56
		7.1.12	No Actions or Proceedings.	57
		7.1.13	Amendment of Note Purchase Agreement.	57
		7.1.14	Valuation and Financial Analysis.	57
		7.1.15	Cantera Financial Statements.	57
		7.1.16	Termination of Prior Credit Agreement.	57
		7.1.17	Cantera Acquisition.	57
		7.1.18	Solvency Certificate.	58
	7.2	Each Additional Loan or Letter of Credit.		58

8.	COVENANTS			59
	8.1	Affirmative Covenants.		59
		8.1.1	Preservation of Existence, Etc.	59
		8.1.2	Payment of Liabilities, Including Taxes, Etc.	59
		8.1.3	Maintenance of Insurance.	59
		8.1.4	Maintenance of Properties and Leases.	60
		8.1.5	Maintenance of Patents, Trademarks, Etc.	60
		8.1.6	Visitation Rights.	60
		8.1.7	Keeping of Records and Books of Account.	60
		8.1.8	Compliance with Laws.	60
		8.1.9	Use of Proceeds.	61
		8.1.10	Further Assurances.	61
		8.1.11	Subordination of Intercompany Loans.	61
		8.1.12	Anti-Terrorism Laws.	61
		8.1.13	Execution and Delivery of Security Documents.	61
	8.2	Negative Covenants.		62
		8.2.1	Indebtedness.	62
		8.2.2	Liens.	63
		8.2.3	Guaranties.	63
		8.2.4	Loans and Investments.	63
		8.2.5	Dividends and Related Distributions.	64
		8.2.6	Liquidations, Mergers, Consolidations, Acquisitions.	64
		8.2.7	Dispositions of Assets or Subsidiaries.	65
		8.2.8	Affiliate Transactions.	66
		8.2.9	Subsidiaries, Partnerships and Joint Ventures.	66
		8.2.10	Continuation of or Change in Business; Parent Holding Company Status.	67
		8.2.11	Plans and Benefit Arrangements.	67
		8.2.12	Fiscal Year.	67
		8.2.13	Issuance of Stock.	67
		8.2.14	Changes in Organizational Documents, Cantera Acquisition Documents; MLP Agreement.	67
		8.2.15	[Intentionally Omitted.]	68

TABLE OF CONTENTS


Section				Page
		8.2.16	Operating Leases.	68
		8.2.17	Maximum Leverage Ratio.	68
		8.2.18	Minimum Interest Coverage Ratio.	68
		8.2.19	Minimum Tangible Net Worth.	68
		8.2.20	No Limitation on Dividends and Distributions.	68
		8.2.21	Negative Pledges.	69
		8.2.22	Restrictions on Immaterial Subsidiaries.	69
	8.3	Reporting Requirements.		69
		8.3.1	Intentionally Omitted.	69
		8.3.2	Quarterly Financial Statements.	69
		8.3.3	Annual Financial Statements.	70
		8.3.4	Certificate of the Borrower.	70
		8.3.5	Notice of Default.	70
		8.3.6	Notice of Litigation.	71
		8.3.7	Certain Events.	71
		8.3.8	Budgets, Forecasts, Other Reports and Information.	71

9.	DEFAULT			72
	9.1	Events of Default.		72
		9.1.1	Payments Under Loan Documents.	72
		9.1.2	Breach of Warranty.	72
		9.1.3	Breach of Negative Covenants, Visitation Rights or Delivery of Security Documents.	72
		9.1.4	Breach of Other Covenants.	72
		9.1.5	Defaults in Other Agreements or Indebtedness.	73
		9.1.6	Final Judgments or Orders.	73
		9.1.7	Loan Document Unenforceable.	73
		9.1.8	Uninsured Losses; Proceedings Against Assets.	73
		9.1.9	Notice of Lien or Assessment.	73
		9.1.10	Insolvency.	74
		9.1.11	Cessation of Business.	74
		9.1.12	Change of Control.	74
		9.1.13	Involuntary Proceedings.	74
		9.1.14	Voluntary Proceedings.	74
		9.2	Consequences of Event of Default.	75
		9.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.	75
		9.2.2	Bankruptcy, Insolvency or Reorganization Proceedings.	75
		9.2.3	Set-off.	75
		9.2.4	Suits, Actions, Proceedings.	76
		9.2.5	Application of Proceeds; Collateral Sharing.	76
		9.2.6	Other Rights and Remedies.	77
	9.3	Notice of Sale.		77

TABLE OF CONTENTS


Section				Page
10.	THE AGENT			77
	10.1	Appointment.		77
	10.2	Delegation of Duties.		78
	10.3	Nature of Duties; Independent Credit Investigation.		78
	10.4	Actions in Discretion of Agent; Instructions From the Lenders.		79
	10.5	Reimbursement and Indemnification of Agent by the Borrower.		79
	10.6	Exculpatory Provisions; Limitation of Liability.		80
	10.7	Reimbursement and Indemnification of Agent by Lenders.		80
	10.8	Reliance by Agent.		81
	10.9	Notice of Default.		81
	10.10	Notices.		81
	10.11	Lenders in Their Individual Capacities; Agent in its Individual Capacity.		81
	10.12	Holders of Notes.		82
	10.13	Equalization of Lenders.		82
	10.14	Successor Agent.		83
	10.15	Agent’s Fee.		83
	10.16	Availability of Funds.		83
	10.17	Calculations.		84
	10.18	No Reliance on Agent’s Customer Identification Program.		84
	10.19	Beneficiaries.		84

11.	MISCELLANEOUS			84
	11.1	Modifications, Amendments or Waivers.		84
		11.1.1	Increase of Commitment; Extension of Expiration Date.	85
		11.1.2	Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.	85
		11.1.3	Release of Collateral or Guarantor.	85
		11.1.4	Miscellaneous.	85
	11.2	No Implied Waivers; Cumulative Remedies; Writing Required.		85
	11.3	Reimbursement and Indemnification of Lenders by the Borrower; Taxes.		86
	11.4	Holidays.		87
	11.5	Funding by Branch, Subsidiary or Affiliate.		87
		11.5.1	Notional Funding.	87
		11.5.2	Actual Funding.	87
	11.6	Notices.		88
	11.7	Severability.		88
	11.8	Governing Law.		89
	11.9	Prior Understanding.		89
	11.10	Duration; Survival.		89
	11.11	Successors and Assigns.		89
	11.12	Confidentiality.		91
		11.12.1	General.	91
		11.12.2	Sharing Information With Affiliates of the Lenders.	91
	11.13	Counterparts.		91

TABLE OF CONTENTS


Section			Page
	11.14	Agent’s or Lender’s Consent.	82
	11.15	Exceptions.	82
	11.16	CONSENT TO FORUM; WAIVER OF JURY TRIAL.	82
	11.17	Certifications From Lenders and Participants	82
		11.17.1 Tax Withholding.	82
		11.17.2 USA Patriot Act.	82
	11.18	Joinder of Guarantors.	82
	11.19	Limitation on Recourse to General Partner.	82

vii

LIST OF SCHEDULES AND EXHIBITS


SCHEDULES

SCHEDULE 1.1(A)	-	PRICING GRID
SCHEDULE 1.1(B)	-	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)	-	PERMITTED LIENS
SCHEDULE 2.9.1	-	EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.3	-	SUBSIDIARIES
SCHEDULE 6.1.20	-	MATERIAL CONTRACTS
SCHEDULE 8.2.1	-	PERMITTED INDEBTEDNESS

EXHIBITS

EXHIBIT 1.1(A)	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)	-	GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)	-	GUARANTY AGREEMENT
EXHIBIT 1.1(G)(3)	-	PARENT GUARANTY AGREEMENT
EXHIBIT 1.1(I)	-	INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)	-	REVOLVING CREDIT NOTE
EXHIBIT 1.1(T)	-	TERM NOTE
EXHIBIT 2.5	-	LOAN REQUEST
EXHIBIT 7.1.4(A)	-	OPINION OF COUNSEL
EXHIBIT 7.1.4(B)	-	OPINION OF IN-HOUSE COUNSEL
EXHIBIT 8.2.6	-	ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.4	-	QUARTERLY COMPLIANCE CERTIFICATE

CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 3, 2005 and is made by and among PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and FLEET NATIONAL BANK, SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, each in its capacity as a managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent, for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).

WITNESSETH:

WHEREAS, certain of the Lenders provided a revolving credit facility to the Borrower pursuant to a Credit Agreement dated as of October 30, 2001, as amended, among the parties thereto (as amended, the “Prior Credit Agreement”)

WHEREAS, the Borrower and its Subsidiaries have requested the Lenders to amend and restate the Prior Credit Agreement to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $150,000,000 and (ii) a $110,000,000 term loan facility; and

WHEREAS, the revolving credit facility shall be used for the refinancing of the Prior Credit Agreement, for partially financing the Cantera Acquisition (as hereinafter defined), for fees and expenses in connection with the refinancing and the Cantera Acquisition and for working capital and general corporate purposes of the Loan Parties, and term loan facilities shall be used for partially financing the Cantera Acquisition, including fees and expenses related thereto; and

WHEREAS, the Lenders are willing to provide such credit upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. CERTAIN DEFINITIONS

1.1 Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

Acquisition Period shall mean the period commencing on a Trigger Date and ending on the earlier of (a) the delivery by the Borrower to the Agent of a pro forma Compliance Certificate certifying, among other information set forth on the Compliance Certificate, that the ratio of Consolidated Total Indebtedness to Consolidated Total EBITDA as described in Section 8.2.17 is not greater than 3.5 to 1.0 or (b) the first day of the second fiscal quarter beginning after a Trigger Date. For clarification purposes, there may be only one Acquisition Period at any time, but more than one Permitted Acquisition may occur during any one Acquisition Period.

Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

Agent shall mean PNC Bank, National Association, and its successors and assigns in its capacity as the administrative agent for the Lenders.

Agent’s Fee shall have the meaning assigned to that term in Section 10.15.

Agent’s Letter shall have the meaning assigned to that term in Section 10.15.

Agreement shall mean this Credit Agreement, as the same may be supplemented or amended from time to time, including all schedules and exhibits.

Ancillary Security Documents shall mean all documents, instruments, environmental reports, agreements, endorsements, policies and certificates requested by the Agent and customarily delivered by any property owner in connection with a mortgage financing. Without limiting the generality of the foregoing, examples of Ancillary Security Documents would include insurance policies or certificates regarding any collateral, title insurance policies, appraisals, lien searches, estoppel letters, flood insurance certifications, environmental audits which shall meet the Agent’s minimum requirements for phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel, and the like.

Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the indicated Leverage Ratio of the Loan Parties in the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee”.

Applicable Margin shall mean, as applicable:

(A) the percentage margin to be added to Base Rate under the Base Rate Option for the applicable type of Loan at the indicated Leverage Ratio of the Loan Parties in the pricing grid on Schedule 1.1(A) below the “Base Rate Margin” heading; or

(B) the percentage margin to be added to Euro-Rate under the Euro-Rate Option for the applicable type of Loan at the indicated Leverage Ratio of the Loan Parties in the pricing grid on Schedule 1.1(A) below the “Euro-Rate Margin” heading.

Any change in the Applicable Margin shall be based upon the financial statements and compliance certificates provided pursuant to Sections 8.3.2 [Quarterly Financial Statements] and 8.3.3 [Annual Financial Statements] and shall become effective on the date such financial statements are due in accordance with Section 8.3.3 [Certificate of the Borrower]. Notwithstanding anything to the contrary contained herein, the Applicable Margin during the period from the Closing Date through the sixth month anniversary thereof shall not be less than the percentage margins applicable to Level IV as indicated in the pricing grid on Schedule 1.1(A).

Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Lender, a Transferor Lender and the Agent, as Agent and on behalf of the remaining Lenders, substantially in the form of Exhibit 1.1(A).

Authorized Officer shall mean those individuals, designated by written notice to the Agent from a Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent.

Available Cash shall have the meaning set forth in the MLP Agreement on the Closing Date.

Base Net Worth shall mean the sum of $120,000,000 plus 50% of net proceeds of all equity issuances of any of the Loan Parties and their Subsidiaries during the period from September 30, 2004 through the date of determination.

Base Rate shall mean the greater of (i) the interest rate per annum announced from time to time by the Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Agent, or (ii) the Federal Funds Open Rate plus 0.5% per annum.

Base Rate Option shall mean either the Revolving Credit Base Rate Option or the Term Loan Base Rate Option.

Benefit Arrangement shall mean at any time an “employee benefit plan” within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

Blocked Person shall have the meaning assigned to such term in Section 6.1.26.2.

Borrower shall mean Penn Virginia Operating Co., LLC, a limited liability company organized and existing under the laws of the State of Delaware.

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania or New York, New York and if the applicable Business Day relates to any Loan to which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market.

Cantera shall mean Cantera Natural Gas, LLC.

Cantera Acquisition shall mean the purchase by a wholly-owned Subsidiary of the Borrower of all of the equity ownership interests of Cantera Natural Gas, LLC.

Cantera Acquisition Documents shall mean collectively the Cantera Purchase Agreement and all other material agreements in connection therewith, as the same may be amended, modified or supplemented as permitted by Section 7.1.17.

Cantera Purchase Agreement shall mean that certain Purchase Agreement among the Parent and Cantera Resources Holdings LLC, a Delaware limited liability company, dated as of November 22, 2004, together with all schedules and exhibits thereto, as the same may be amended, restated, modified or supplemented as permitted by Section 7.1.17.

Change of Control shall mean any one or more of the following events shall occur: (i) Penn Virginia Corporation shall fail to own, directly or indirectly, or fail to have full right to vote greater than 51% of the general partnership interest of the General Partner, (ii) the Parent shall fail to own directly or indirectly, 100% of the member interests of the Borrower, (iii) a Parent Change of Control.

Closing Date shall mean the Business Day on which the first Loan shall be made, which shall be March 3, 2005.

CMS Energy Litigation shall mean the lawsuits existing on the Closing Date in connection with the natural gas price manipulation allegations described in CMS Energy Corporation’s 10-Q for the period ended September 30, 2004.

CMS Note shall mean that certain Promissory Note made, jointly and severally, by Cantera Gas Holdings LLC and Cantera Gas Company in favor of CMS Gas Transmission Company in the aggregate amount of $50,000,000 dated February 27, 2004.

Collateral shall mean the property of the Loan Parties in which Liens are to be granted under the Security Documents.

Commercial Letter of Credit shall mean any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by one or more of the Loan Parties in the ordinary course of their business.

Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and Term Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments, and Term Loan Commitments of all of the Lenders.

Commitment Fee shall have the meaning assigned to that term in Section 2.3.

Commodity Hedge shall mean a price protection agreement related to crude oil, diesel fuel, heating oil, coal, SO2 allowances, natural gas, natural gas liquids, or other commodities and entered into by the Loan Parties for hedging purposes in the ordinary course of the operations of their business (and not for speculation).

Compliance Certificate shall have the meaning assigned to such term in Section 8.3.4.

Consideration shall mean with respect to any Permitted Acquisition, the aggregate of (i) the cash paid by any of the Loan Parties, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty given or incurred by any Loan Party in connection therewith, and (iv) any other consideration given or obligation incurred by any of the Loan Parties in connection therewith.

Consolidated Assets shall mean the Loan Parties’ consolidated assets as reflected in the first financial statements delivered pursuant to Section 8.3.2 subsequent to the Closing Date, and thereafter as reflected in the annual financial statements delivered pursuant to Section 8.3.3.

Consolidated EBITDA shall mean, for any period of determination, Consolidated Net Income for such period, (x) excluding therefrom (A) any non-cash

extraordinary items of gain or loss (including without limitation those items created by mandated changes in accounting treatment) and (B) any gain or loss of any other Person accounted for on the equity method, except to the extent of cash distributions received during the relevant period (y) plus the aggregate amounts deducted in determining Consolidated Net Income for such period in respect of (i) Consolidated Interest Expense, (ii) income taxes, (iii) depletion and depreciation expense and (iv) amortization expense; provided, however, that for the purposes of this definition, with respect to a business acquired by the Loan Parties pursuant to a Permitted Acquisition (including the Cantera Acquisition), Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP as if the Permitted Acquisition (including the Cantera Acquisition) had been consummated at the beginning of such period, and provided, further, that for the purposes of this definition, with respect to a business or assets disposed of by the Loan Parties pursuant to Section 8.2.7 hereof, Consolidated EBITDA shall be calculated as if such disposition had been consummated at the beginning of such period.

Consolidated Interest Expense for any period of determination shall mean, on a consolidated basis, the sum of all interest (including the interest portion of any capitalized lease obligations) and letter of credit fees or commissions due and payable by the Parent and its consolidated Subsidiaries with regard to Indebtedness for such period. For purposes of the above calculation, with respect to a business acquired by the Loan Parties pursuant to a Permitted Acquisition (including the Cantera Acquisition), Consolidated Interest Expense shall be calculated on a pro forma basis in accordance with GAAP as if the Indebtedness associated with the Permitted Acquisition (including the Cantera Acquisition) had been incurred on the first day of such period.

Consolidated Net Income shall mean the net income (or deficit) of the Parent and its consolidated Subsidiaries, for the period in question, after deducting all operating expenses, provisions for all taxes and reserves (including reserves for all deferred income taxes) and all other proper deductions, all determined on a consolidated basis.

Consolidated Tangible Net Worth shall mean as of any date of determination total stockholders’ equity less intangible assets of the Parent and its Subsidiaries as of such date determined and consolidated in accordance with GAAP.

Consolidated Total Indebtedness shall mean the Indebtedness of the Parent and its Subsidiaries determined and consolidated in accordance with GAAP. Indebtedness as calculated hereunder shall exclude any reimbursement obligations under clause (iii) of the definition of Indebtedness related to any commodity swap, commodity option, or Commodity Hedge.

Contamination shall mean the presence or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property, which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the investigation, cleanup, removal, remediation, containment, abatement of or other response action or which otherwise constitutes a violation of Environmental Laws.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

Drawing Date shall have the meaning assigned to that term in Section 2.9.3.2.

Environmental Complaint shall mean any written complaint by any Person or Official Body setting forth a cause of action for personal injury or property damage, natural resource damage, contribution or indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.

Environmental Laws shall mean all federal, state, local and foreign Laws and any consent decrees, settlement agreements, judgments, orders, directives or policies or programs having the force and effect of law issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health or the environment; (iii) employee safety in the workplace; (iv) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (v) the presence of Contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of Environmentally Sensitive Areas.

Environmentally Sensitive Area shall mean (i) any wetland as defined by applicable Environmental Laws; (ii) any area designated as a coastal zone pursuant to applicable Laws, including Environmental Laws; (iii) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws, including Environmental Laws; (iv) habitats of endangered species or threatened species as designated by applicable Laws, including Environmental Laws; or (v) a floodplain or other flood hazard area as defined pursuant to any applicable Laws.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

Euro-Rate shall mean, with respect to the Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent

manifest error) to be the average of the London interbank offered rates for U.S. Dollars quoted by the British Bankers’ Association as set forth on Moneyline Telerate (or appropriate successor or, if the British Bankers’ Association or its successor ceases to provide such quotes, a comparable replacement determined by the Agent) display page 3750 (or such other display page on the Moneyline Telerate service as may replace display page 3750) two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may also be expressed by the following formula:


		Average of London interbank offered rates quoted by BBA or appropriate successor as shown on
Euro-Rate =		Moneyline Telerate Service display page 3750
		1.00- Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Agent shall give prompt notice to the Borrower of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

Euro-Rate Option shall mean either the Revolving Credit Euro-Rate Option or the Term Loan Euro-Rate Option.

Euro-Rate Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

Event of Default shall mean any of the events described in Section 9.1 and referred to therein as an “Event of Default”.

Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

Existing Letters of Credit shall have the meaning assigned to that term in Section 2.9.1.

Expiration Date shall mean, with respect to the Revolving Credit Commitments, March 3, 2010.

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Lender of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by

federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Lender (or any successor) in substantially the same manner as such Federal Reserve Lender computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Lender (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

Federal Funds Open Rate shall mean the rate per annum determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the “open” rate for federal funds transactions as of the opening of business for federal funds transactions among members of the Federal Reserve System arranged by federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity thereto, or any other broker selected by the Lender, as set forth on the applicable Telerate display page; provided, however; that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day, or if no such rate shall be quoted by a Federal funds broker at such time, such other rate as determined by the Agent in accordance with its usual procedures.

Financial Projections shall have the meaning assigned to that term in Section 6.1.9(ii).

GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

General Partner shall mean Penn Virginia Resource GP, LLC, a Delaware limited liability company and the sole general partner of the Parent.

Governmental Acts shall have the meaning assigned to that term in Section 2.9.8.

Guarantor shall mean each of the parties to this Agreement which is designated as a “Guarantor” on the signature page hereof and each other Person which joins this Agreement as a Guarantor after the date hereof pursuant to Section 11.18.

Guarantor Joinder shall mean a joinder by a Person as a Guarantor under this Agreement, the Guaranty Agreement and the other Loan Documents in the form of Exhibit 1.1(G)(1).

Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

Guaranty Agreement shall mean the Guaranty and Suretyship Agreement in substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors (other than the Parent) to the Agent for the benefit of the Lenders.

Hedging Transaction shall mean any of the following transactions by the Borrower or any of its Subsidiaries: any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction or any combination of the foregoing transactions, including, without limitation, any Interest Rate Hedge or any Commodity Hedge. The liabilities of the Loan Parties to the provider of any Lender-Provided Interest Rate Hedge or any Lender-Provided Commodity Hedge (the “Hedge Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty Agreement or Parent Guaranty Agreement and secured obligations under all other Loan Documents and otherwise treated as Obligations for purposes of each of the other Loan Documents. All Liens securing the Hedge Liabilities provided by a Lender shall be pari passu with the Liens securing all other Obligations under this Agreement and the other Loan Documents.

Historical Statements shall have the meaning assigned to that term in Section 6.1.9(i).

Hydrocarbon Interests means all rights, titles and interests in and to oil and gas leases, oil, gas and mineral leases, other Hydrocarbon leases, mineral interests, mineral servitudes, overriding royalty interests, royalty interests, net profits interests, production payment interests, and other similar interests.

Hydrocarbons means, collectively, oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid or gaseous hydrocarbons and related minerals and all products therefrom, in each case whether in a natural or a processed state.

Immaterial Subsidiary means, collectively, CBC/Leon Limited Partnership, an Oklahoma limited partnership; Leon Limited Partnership I, an Oklahoma limited partnership; Coal Handling Solutions LLC, a Delaware limited liability company; Covington Handling LLC, a Delaware limited liability company; Maysville Handling LLC, a Delaware limited liability company; Kingsport Handling LLC, a Delaware limited liability company; and Kingsport Services LLC, a Delaware limited liability company.

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, Hedging Transaction, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, deferred purchase price arrangement, title

retention device, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money. It is acknowledged and agreed that the CMS Note shall not be considered Indebtedness except to the extent that any amount is due and payable thereunder.

Ineligible Security shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.

Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I).

Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans or Term Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three or six Months if the Borrower selects the Euro-Rate Option. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantors and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

Interest Rate Option shall mean any Euro-Rate Option or Base Rate Option.

Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

Labor Contracts shall mean all employment agreements, employment contracts, collective bargaining agreements and other agreements among any Loan Party or Subsidiary of a Loan Party and its employees.

Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Official Body.

Lender-Provided Commodity Hedge shall mean a Commodity Hedge which is provided by any Lender or any Affiliate or any Subsidiary thereof and meets the following requirements: such Commodity Hedge (i) is documented in a standard International Swap Dealer Association Agreement with applicable schedules and (ii) is entered into for hedging purposes.

Lender-Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender or any Affiliate or any Subsidiary thereof and meets the following requirements: such Interest Rate Hedge (i) is documented in a standard International Swap Dealer Association Agreement with applicable schedules and (ii) is entered into for hedging (rather than speculative) purposes.

Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender.

Letter of Credit shall have the meaning assigned to that term in Section 2.9.1.

Letter of Credit Borrowing shall have the meaning assigned to such term in Section 2.9.3.4.

Letter of Credit Fee shall have the meaning assigned to that term in Section 2.9.2.

Letters of Credit Outstanding shall mean at any time the sum of (i) the aggregate undrawn face amount of outstanding Letters of Credit and (ii) the aggregate amount of all unpaid and outstanding Reimbursement Obligations and Letter of Credit Borrowings.

Leverage Ratio shall mean as of any date of determination, the ratio of (i) Consolidated Total Indebtedness of the Parent and its Subsidiaries to (ii) Consolidated EBITDA for the four (4) fiscal quarters ending on such date of determination.

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

LLC Interests shall have the meaning given to such term in Section 6.1.3.

Loan Documents shall mean this Agreement, the Agent’s Letter, the Guaranty Agreement, the Parent Guaranty Agreement, the Notes, the Intercompany Subordination Agreement, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

Loan Parties shall mean, collectively, the Borrower and the Guarantors and the term Loan Party shall mean any of the Loan Parties.

Loan Request shall have the meaning given to such term in Section 2.5.

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and the Term Loans or any Revolving Credit Loan or the Term Loan.

Material Adverse Change shall mean any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations or prospects of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as a whole to duly and punctually pay or perform its Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

Material Contracts shall mean any individual lease, contract or agreement or, collectively, group of leases, contracts and agreements, from the Borrower or any of its Subsidiaries to a single operator or such operator’s Affiliates which either (i) accounted for five percent (5%) or more of the Consolidated EBITDA of the Parent and its Subsidiaries for the previous fiscal year, or (ii) is projected to account for five percent (5%) or more of the Consolidated EBITDA of the Parent and its Subsidiaries for the current fiscal year.

Material Liability shall mean any event or events that result in (a) an aggregate liability of the Parent and its Subsidiaries that exceeds $10,000,000 or (b) a loss in cash flow to the Parent and its Subsidiaries that exceeds $10,000,000 per annum.

MLP Agreement shall mean the Amended and Restated Partnership Agreement of the Parent, as amended, restated or replaced from time to time to the extent permitted under the Loan Documents.

Month, with respect to an Interest Period under the Euro-Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any Euro-Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.

Multiple Employer Plan shall mean a Plan which has two or more contributing sponsors (including the Borrower or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

Nonconsenting Lender shall mean any Lender who does not agree to a consent, waiver or amendment to the Loan Documents as requested by the Borrower or the Agent (which consent, waiver or amendment has been approved by the Required Lenders) and the consent, waiver or amendment of such Lender is required in accordance with the terms of Section 11.1 [Modifications, Amendments or Waivers].

Notes shall mean the Revolving Credit Notes and the Term Notes.

Note Purchase Agreement shall mean, individually and collectively, those certain Note Purchase Agreements, dated March 27, 2003, as amended, pursuant to which the Borrower has issued an aggregate amount of $90,000,000 of Senior Notes due March 27, 2013.

Notices shall have the meaning assigned to that term in Section 11.6.

Obligation shall mean any obligation or liability of any of the Loan Parties to the Agent or any of the Lenders, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, the Letters of Credit, the Agent’s Letter or any other Loan Document. Obligations shall include the liabilities to any Lender, or any Affiliate or any Subsidiary thereof, under any Lender-Provided Interest Rate Hedge and Lender-Provided Commodity Hedge but shall not include the liabilities to other Persons under any other Interest Rate Hedge or Commodity Hedge.

Official Body shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, board, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Parent shall mean Penn Virginia Resource Partners, L.P., a Delaware limited partnership and its successors and permitted assigns.

Parent Change of Control shall mean that any person or group of persons (within the meaning of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) 30% or more of the voting capital stock of the Penn Virginia Corporation.

Parent Guaranty Agreement shall mean the Guaranty and Suretyship Agreement in substantially the form of Exhibit 1.1(G)(3) executed and delivered by the Parent to the Agent for the benefit of the Lenders.

Participation Advance shall mean, with respect to any Lender, such Lender’s payment in respect of its participation in a Letter of Credit Borrowing according to its Ratable Share pursuant to Section 2.9.3.4.

Partnership Interests shall have the meaning given to such term in Section 6.1.3.

PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

Peabody Reserve Substitution Agreement shall mean the Reserve Substitution Agreement dated as of December 19, 2002 by and among Peabody Energy Corporation, the Parent, and the other signatories thereto.

Permitted Acquisitions shall have the meaning assigned to such term in Section 8.2.6, and the Cantera Acquisition shall constitute a Permitted Acquisition.

Permitted Assets means (i) Property substantially of the type owned by, and commonly used in the lines of business engaged by, Penn Virginia Corporation, the Parent, the Borrower and their respective Subsidiaries on the date hereof, (ii) Hydrocarbon Interests, (iii) Hydrocarbon transmission pipelines, wells, meters, and pumps, (iv) any rights, titles and interests in and to any natural resources, including without limitation timber, (v) creation and/or restoration of wetlands and wetlands credits, and (vi) any and all Property, real or personal, held for use or useful in connection with the operating, working or development of any of such the foregoing and including any and all wells, buildings, structures, plants, pumps, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes.

Permitted Investments shall mean:

(i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

(ii) commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition;

(iii) demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard & Poor’s on the date of acquisition; and

(iv) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (i) through (iii) of this definition, except that with respect to the maturities of the assets included in such funds the requirements of clauses (i) through (iii) shall not be applied to the individual assets included in such funds but to the weighted-average maturity of all assets included in such funds.

Permitted Liens shall mean:

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;

(iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default;

(iv) Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

(v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use;

(vi) Liens granted under the Security Documents upon the occurrence of a Security Event;

(vii) Liens on property leased by any Loan Party or Subsidiary of a Loan Party under operating leases permitted in Section 8.2.16 securing obligations of such Loan Party or Subsidiary to the lessor under such leases;

(viii) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien;

(ix) Purchase Money Security Interests and capital leases, provided that the aggregate amount of loans and deferred payments secured by such Purchase Money Security Interests and capital leases shall not exceed $5,000,000 (excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P)); and

(x) The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, and they do not, in the aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents:

(1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the applicable Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;

(2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;

(3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or

(4) Liens resulting from final judgments or orders described in Section 9.1.6.

Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

Plan shall mean at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

PNC Bank shall mean PNC Bank, National Association, its successors and assigns.

Potential Default shall mean any event or condition which with notice, passage of time or a determination by the Agent or the Required Lenders, or any combination of the foregoing, would constitute an Event of Default.

Principal Office shall mean the main banking office of the Agent in Pittsburgh, Pennsylvania.

Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the Collateral, which is subject only to Liens for taxes not yet due and payable to the extent such prospective tax payments are given priority by statute or Purchase Money Security Interests as permitted hereunder.

Prohibited Transaction shall mean any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

Property shall mean all real property, both owned and leased, of any Loan Party or Subsidiary of a Loan Party.

Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

Purchasing Lender shall mean a Lender which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.

Quarterly Distributions shall mean distributions by the Parent of Available Cash.

Ratable Share shall mean the proportion that a Lender’s Commitment bears to the Commitments of all of the Lenders.

Regulated Substances shall mean, without limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous substance”, “pollutant”, “pollution”, “contaminant”, “hazardous or toxic substance”, “extremely hazardous substance”, “toxic chemical”, “toxic substance”, “toxic waste”, “hazardous

waste”, “special handling waste”, “industrial waste”, “residual waste”, “solid waste”, “municipal waste”, “mixed waste”, “infectious waste”, “chemotherapeutic waste”, “medical waste” or “regulated substance” or any other material, substance or waste, regardless of its form or nature, which otherwise is regulated by Environmental Laws.

Regulation U shall mean Regulation U, T, or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

Reimbursement Obligation shall have the meaning assigned to such term in Section 2.9.3.2.

Reportable Event shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer Plan.

Required Lenders shall mean

(i) if there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings outstanding, Lenders whose Commitments aggregate greater than 50% of the Commitments of all of the Lenders, or

(ii) if there are Loans, Reimbursement Obligations, or Letter of Credit Borrowings outstanding, any Lender or group of Lenders if the sum of the Loans, Reimbursement Obligations and Letter of Credit Borrowings of such Lenders then outstanding aggregates greater than 50% of the total principal amount of all of the Loans, Reimbursement Obligations and Letter of Credit Borrowings then outstanding. Reimbursement Obligations and Letter of Credit Borrowings shall be deemed, for purposes of this definition, to be in favor of the Agent and not a participating Lender if such Lender has not made its Participation Advance in respect thereof and shall be deemed to be in favor of such Lender to the extent of its Participation Advance if it has made its Participation Advance in respect thereof.

Required Environmental Notices shall mean all notices, reports, plans, forms or other filings which are required pursuant to Environmental Laws or Required Environmental Permits to be submitted to an Official Body or which otherwise must be maintained.

Required Environmental Permits shall mean all permits, licenses, bonds, consents, approvals or authorizations required under Environmental Laws to own, occupy or maintain the Property.

Revolving Credit Base Rate Option shall mean the option of the Borrower to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 4.1.1(i).

Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans” and thereafter on Schedule I to the most recent Assignment and Assumption Agreement, and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders.

Revolving Credit Commitment Increase Date shall have the meaning assigned to that term in Section 2.10.1(ii).

Revolving Credit Euro-Rate Option shall mean the option of the Borrower to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 4.1.1(ii).

Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 or 2.9.3.

Revolving Credit Notes shall mean collectively and Revolving Credit Note shall mean separately all the Revolving Credit Notes of the Borrower in the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

Revolving Facility Usage shall mean at any time the sum of the Revolving Credit Loans outstanding and the Letters of Credit Outstanding.

SEC shall mean the Securities and Exchange Commission or any governmental agencies substituted therefor.

Section 20 Subsidiary shall mean the Subsidiary of the bank holding company controlling any Lender, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

Security Documents shall mean security agreements, pledge agreements, mortgages, deeds of trust and all other documents, instruments, and agreements sufficient to provide the Agent for the benefit of the Lenders with a first priority perfected Lien, subject only to Permitted Liens, on all real property of the Loan Parties.

Security Event shall mean, unless waived by the Required Lenders in writing: (a) the reasonable determination by the Required Lenders that a judgment equal to or in excess of $20,000,000 against any Loan Party in connection with the CMS Energy Litigation is probable and (b) the determination by the Required Lenders that the timely payment in full of any such potential judgment by CSM Energy is uncertain.

Seller shall have the meaning assigned to that term in Section 7.1.17.

Solvent shall mean, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such

Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

Standby Letter of Credit shall mean a Letter of Credit issued to support obligations of one or more of the Loan Parties, contingent or otherwise, which finance the working capital and business needs of the Loan Parties incurred in the ordinary course of business, but excluding any Letter of Credit under which the stated amount of such Letter of Credit increases automatically over time.

Subsidiary of any Person at any time shall mean (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled by such Person or one or more of such Person’s Subsidiaries.

Subsidiary Shares shall have the meaning assigned to that term in Section 6.1.3.

Term Loan shall have the meaning given to such term in Section 3.1; Term Loans shall mean collectively all of the Term Loans.

Term Loan Base Rate Option shall mean the option of the Borrower to have Term Loans bear interest at the rate and under the terms and conditions set forth in Section 4.1.2(i).

Term Loan Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Term Loans” and thereafter on Schedule I to the most recent Assignment and Assumption Agreement, and Term Loan Commitments shall mean the aggregate Term Loan Commitments of all of the Lenders.

Term Loan Euro-Rate Option shall mean the option of the Borrower to have Term Loans bear interest at the rate and under the terms and conditions set forth in Section 4.1.2(ii).

Term Loan Maturity Date shall mean March 3, 2010.

Term Notes shall mean collectively and Term Note shall mean separately all of the Term Notes of the Borrower in the form of Exhibit 1.1(T) evidencing the Term Loans together with all amendments, extensions, renewals, replacements, refinancings or refunds thereof in whole or in part.

Transferor Lender shall mean the selling Lender pursuant to an Assignment and Assumption Agreement.

Trigger Date shall mean the closing date of any Permitted Acquisition where the pro forma ratio of Consolidated Total Indebtedness to Consolidated Total EBITDA, taking into account such Permitted Acquisition, is greater than 3.5 to 1.0, thereby initiating an Acquisition Period.

Uniform Commercial Code shall mean the Uniform Commercial Code as in effect in each applicable jurisdiction.

USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

1.2 Construction.

Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:

1.2.1 Number; Inclusion.

references to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or”, and “including” has the meaning represented by the phrase “including without limitation”;

1.2.2 Determination.

references to “determination” of or by the Agent or the Lenders shall be deemed to include good-faith estimates by the Agent or the Lenders (in the case of quantitative determinations) and good-faith beliefs by the Agent or the Lenders (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

1.2.3 Agent’s Discretion and Consent.

whenever the Agent or the Lenders are granted the right herein to act in its or their sole discretion or to grant or withhold consent such right shall be exercised in good faith;

1.2.4 Documents Taken as a Whole.

the words “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document;

1.2.5 Headings.

the section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

1.2.6 Implied References to this Agreement.

article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified;

1.2.7 Persons.

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity;

1.2.8 Modifications to Documents.

reference to any agreement (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated;

1.2.9 From, To and Through.

relative to the determination of any period of time, “from” means “from and including”, “to” means “to but excluding”, and “through” means “through and including”; and

1.2.10 Shall; Will.

references to “shall” and “will” are intended to have the same meaning.

1.3 Accounting Principles.

Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.1.9(i) [Historical Statements]. In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 8.2 based upon any Loan Party’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with such Loan Party’s financial statements at that time.

2. REVOLVING CREDIT FACILITY

2.1 Revolving Credit Commitments.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date provided that after giving effect to such Loan the aggregate amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Letters of Credit Outstanding. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.

2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.

Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests] in accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the Letters of Credit Outstanding. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

2.3 Commitment Fees.

Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Agent for the account of each Lender, as consideration for such Lender’s Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and the (ii) the sum of such Lender’s Revolving Credit Loans outstanding plus its Ratable Share of Letters of Credit Outstanding. All Commitment Fees shall be payable in arrears on the first day of each April, July, October and January after the date hereof and on the Expiration Date or upon acceleration of the Loans.

2.4 Intentionally Deleted.

2.5 Revolving Credit Loan Requests.

Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans or Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Agent, not later than 11:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the Euro-Rate Option applies or the conversion to or the renewal of the Euro-Rate Option for any Loans; and (ii) on the Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which shall be in integral multiples of $1,000,000 and not less than $3,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies and not less than the lesser of $100,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iii) whether the Euro-Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche.

2.6 Making Revolving Credit Loans.

The Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.5 [Revolving Credit Loan Requests], notify the Lenders of its receipt of such Loan Request specifying: (i) the proposed Borrowing Date and the time and method of disbursement of the Revolving Credit Loans requested thereby; (ii) the amount and type of each such

Revolving Credit Loan and the applicable Interest Period (if any); and (iii) the apportionment among the Lenders of such Revolving Credit Loans as determined by the Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations]. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Agent such that the Agent is able to, and the Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each Additional Loan], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided that if any Lender fails to remit such funds to the Agent in a timely manner, the Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 10.16 [Availability of Funds].

2.7 Revolving Credit Notes.

The Obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to it by each Lender, together with interest thereon, shall be evidenced by a Revolving Credit Note dated the Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment of such Lender.

2.8 Use of Proceeds.

The proceeds of the Revolving Credit Loans shall be used to provide a portion of the purchase price for the Cantera Acquisition and otherwise in accordance with Section 8.1.9 [Use of Proceeds].

2.9 Letter of Credit Subfacility.

2.9.1 Issuance of Letters of Credit.

The Borrower, if applicable, may request the issuance of a letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party by delivering or having such other Loan Party deliver to the Agent a completed application and agreement for letters of credit in such form as the Agent may specify from time to time by no later than 10:00 a.m., Pittsburgh time, at least three (3) Business Days, or such shorter period as may be agreed to by the Agent, in advance of the proposed date of issuance. Each Letter of Credit issued under this Section shall be a Standby Letter of Credit. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Agent or any of the Agent’s Affiliates will issue a Letter of Credit provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than ten (10) Business Days prior to the Expiration Date and providing that in no event shall (i) the Letters of Credit Outstanding exceed, at any one time, $10,000,000 or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Schedule 2.9.1 sets forth letters of credit, issued by Agent and the Agent’s Affiliates as an “issuing bank” under the Original Credit Agreement, which are outstanding as of the Closing Date (the “Existing Letters of Credit”). It is expressly agreed that the Existing Letters of Credit are Letters of Credit under this Agreement.

2.9.2 Letter of Credit Fees.

The Borrower shall pay (i) to the Agent for the ratable account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Euro-Rate Margin, and (ii) to the Agent for its own account a fronting fee equal to 0.125% per annum (computed on the basis of a year of 360 days and actual days elapsed), which fees shall be computed on the daily average Letters of Credit Outstanding and shall be payable quarterly in arrears commencing with the first day of each April, July, October and January following issuance of each Letter of Credit and on the Expiration Date. The Borrower shall also pay to the Agent for the Agent’s sole account the Agent’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Agent may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.

2.9.3 Disbursements, Reimbursement.

2.9.3.1 Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

2.9.3.2 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Agent will promptly notify the Borrower. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Agent shall sometimes be referred to as a “Reimbursement Obligation”) the Agent prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the Agent under any Letter of Credit (each such date, an “Drawing Date”) in an amount equal to the amount so paid by the Agent. In the event the Borrower fails to reimburse the Agent for the full amount of any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time, on the Drawing Date, the Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Additional Loan] other than any notice requirements. Any notice given by the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

2.9.3.3 Each Lender shall upon any notice pursuant to Section 2.9.3.2 make available to the Agent an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.9.3.4) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the Agent the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then interest shall

accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.9.3.3.

2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Additional Loan] other than any notice requirements or for any other reason, the Borrower shall be deemed to have incurred from the Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the Agent pursuant to Section 2.9.3.3 shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its participation obligation under this Section 2.9.3.

2.9.4 Repayment of Participation Advances.

2.9.4.1 Upon (and only upon) receipt by the Agent for its account of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Agent, or (ii) in payment of interest on such a payment made by the Agent under such a Letter of Credit, the Agent will pay to each Lender, in the same funds as those received by the Agent, the amount of such Lender’s Ratable Share of such funds, except the Agent shall retain the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by Agent.

2.9.4.2 If the Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Loan Party to the Agent pursuant to Section 2.9.4.1 in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Agent, forthwith return to the Agent the amount of its Ratable Share of any amounts so returned by the Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

2.9.5 Documentation.

Each Loan Party agrees to be bound by the terms of the Agent’s application and agreement for letters of credit and the Agent’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s

own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.9.6 Determinations to Honor Drawing Requests.

In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

2.9.7 Nature of Participation and Reimbursement Obligations.

Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3, as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Agent or any of its Affiliates, the Borrower, or any other Person for any reason whatsoever;

(ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests], 2.6 [Making Revolving Credit Loans] or 7.2 [Each Additional Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.9.3;

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent or its Affiliates or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Agent or any of the Agent’s Affiliates has been notified thereof;

(vi) payment by the Agent or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(vii) the solvency of, or any acts of omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by the Agent or any of Agent’s Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Agent has received written notice from such Loan Party of such failure within three Business Days after the Agent shall have furnished such Loan Party a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

(x) any breach of this Agreement or any other Loan Document by any party thereto;

(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing;

(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.9.8 Indemnity.

In addition to amounts payable as provided in Section 10.5 [Reimbursement and Indemnification of Agent by the Borrower], the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent and any of Agent’s Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes,

penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Agent or any of Agent’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Agent as determined by a final judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Agent or any of Agent’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”).

2.9.9 Liability for Acts and Omissions.

As between any Loan Party and the Agent, or the Agent’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Agent shall not be responsible for any of the following including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Agent or the Agent’s Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Agent or the Agent’s Affiliates, as applicable, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Agent’s or the Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Agent from liability for the Agent’s gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Agent or the Agent’s Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Agent or

such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Agent or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Agent or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Agent or the Agent’s Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Agent or the Agent’s Affiliates under any resulting liability to the Borrower or any Lender.

2.10 Increase in Commitments.

2.10.1 Increasing Lenders and New Lenders.

The Borrower shall have the right to make a one-time request that (1) the current Lenders (the “Existing Lenders”) increase their Revolving Credit Commitments (an Existing Lender which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”) or (2) one or more new banks (each a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:

(i) No Obligation to Increase. No Existing Lender shall be obligated to increase its Revolving Credit Commitment and any increase in the Revolving Credit Commitment by any Existing Lender shall be in the sole discretion of such Existing Lender.

(ii) Defaults. There shall exist no Events of Default or Potential Default on the effective date of such increase (the “Revolving Credit Commitment Increase Date”) after giving effect to such increase.

(iii) Aggregate Revolving Credit Commitments. After giving effect to such increase, the total Revolving Credit Commitments shall not exceed $250,000,000.

(iv) Resolutions; Opinion. The Loan Parties shall deliver to the Agent on or before the Revolving Credit Commitment Increase Date the following documents in a form reasonably acceptable to the Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an opinion of counsel addressed to the Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.

(v) Notes. The Borrower shall execute and deliver (1) to each Increasing Lender a replacement Note (except if such Increasing Lender requests that it not receive a Note) reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be terminated) and (2) to each New Lender a Note (except if such New Lender requests that it not receive a Note) reflecting the amount of such New Lenders’ Revolving Credit Commitment.

(vi) Approval. The Agent shall have approved of such increase and the Increasing Lender or New Lender, as the case may be, that is providing such increase.

(vii) Increasing Lenders. If any portion of the increase in Revolving Credit Commitments is being provided by one or more Increasing Lenders, then such Increasing Lenders shall confirm their agreement to increase their Revolving Credit Commitment pursuant to a revolving credit commitment increase agreement, acceptable to the Agent, signed by the Increasing Lenders and the Loan Parties and delivered to the Agent at least five (5) Business Days before the Revolving Credit Commitment Increase Date.

(viii) New Lenders—Joinder. If the Borrower desires that one or more New Lenders provide all or a portion of such increase in Revolving Credit Commitments, then each New Lender, the Loan Parties and the Agent shall execute a joinder and assumption agreement, acceptable to the Agent, pursuant to which the New Lender shall join and become a party to this Agreement and the other Loan Documents effective on the Revolving Credit Commitment Increase Date with a Revolving Credit Commitment in the amount set forth in Schedule I to such joinder and assumption agreement.

2.10.2 Treatment of Outstanding Loans and Letters of Credit.

2.10.2.1 Repayment of Outstanding Loans; Borrowing of New Loans.

On the Revolving Credit Commitment Increase Date, the Borrower shall repay all Loans outstanding on the Revolving Credit Commitment Increase Date, subject to the Borrower’s indemnity obligations under Section 5.6.2 [Indemnity] provided that the Borrower may borrow new Loans with a Borrowing Date on the Revolving Credit Commitment Increase Date. Each of the Lenders shall participate in any new Loans made on or after the Revolving Credit Commitment Increase Date in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section 2.10.

2.10.2.2 Outstanding Letters of Credit.

On the Revolving Credit Commitment Increase Date, each Increasing Lender and each New Lender (a) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of each such Letter of Credit and the participation of each other Lender in each such Letter of Credit shall be adjusted accordingly and (b) will acquire, (and will pay to the Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

3. TERM LOANS

3.1 Term Loan Commitments.

Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding such Lender’s Term Loan Commitment.

3.2 Nature of Lenders’ Obligations with Respect to Term Loans.

The obligations of each Lender to make Term Loans to the Borrower shall be in the proportion that such Lender’s Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrower, but each Lender’s Term Loan to the Borrower shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder. The Lenders shall have no obligation to make Term Loans hereunder after the Closing Date. The Term Loan Commitments are not revolving credit commitments, and the Borrower shall not have the right to borrow, repay and reborrow under Section 3.1 [Term Loan Commitments].

3.3 [Intentionally Deleted.]

3.4 Term Loan Notes.

The Obligation of the Borrower to repay the unpaid principal amount of the Term Loans made to it by each Lender, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of each Lender in a face amount equal to the Term Loan of such Lender.

3.5 Use of Proceeds.

The proceeds of the Term Loans shall be used for financing a portion of the Cantera Acquisition, for fees and expenses related to the Acquisition and otherwise in accordance with Section 8.1.9 [Use of Proceeds].

4. INTEREST RATES

4.1 Interest Rate Options.

The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by the Borrower from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than seven (7) Borrowing Tranches in the aggregate among all of the Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.

4.1.1 Revolving Credit Interest Rate Options.

The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans:

(i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or

(ii) Revolving Credit Euro-Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable Margin.

4.1.2 Term Loan Interest Rate Options.

The Borrower shall have the right to select from the following Interest Rate Options applicable to the Term Loans:

(i) Term Loan Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or

(ii) Term Loan Euro-Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable Margin.

4.1.3 Rate Quotations.

The Borrower may call the Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.

4.2 Interest Periods.

At any time when the Borrower shall select, convert to or renew a Euro-Rate Option, the Borrower shall notify the Agent thereof at least three (3) Business Days prior to the effective date of such Euro-Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a Euro-Rate Option:

4.2.1 Amount of Borrowing Tranche.

each Borrowing Tranche of Euro-Rate Loans shall be in integral multiples of $1,000,000 and not less than $3,000,000;

4.2.2 Renewals.

in the case of the renewal of a Euro-Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

4.3 Interest After Default.

To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived:

4.3.1 Letter of Credit Fees, Interest Rate.

the Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to Section 2.9.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall bear interest at a rate per annum equal to the sum of the interest applicable under the Revolving Base Rate Option plus an additional 2.0% per annum; and

4.3.2 Other Obligations.

each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Revolving Credit Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due and payable and until it is paid in full.

4.3.3 Acknowledgment.

The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by Agent.

4.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

4.4.1 Unascertainable.

If on any date on which a Euro-Rate would otherwise be determined, the Agent shall have determined that:

(i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or

(ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Euro-Rate, the Agent shall have the rights specified in Section 4.4.3.

4.4.2 Illegality; Increased Costs; Deposits Not Available.

If at any time any Lender shall have determined that:

(i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or

(iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a Euro-Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market,

then the Agent shall have the rights specified in Section 4.4.3.

4.4.3 Agent’s and Lender’s Rights.

In the case of any event specified in Section 4.4.1 above, the Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 above, such Lender shall promptly so notify the Agent and endorse a certificate to

such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Agent shall have later notified the Borrower, or such Lender shall have later notified the Agent, of the Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Agent makes a determination under Section 4.4.1 and the Borrower has previously notified the Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Agent of a determination under Section 4.4.2, the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.6.2 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.4 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

4.5 Selection of Interest Rate Options.

If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing Tranche to the Revolving Credit Base Rate Option or Term Loan Base Rate Option, as applicable, commencing upon the last day of the existing Interest Period.

5. PAYMENTS

5.1 Payments

5.1.1 Payment Requirements.

All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 12:00 noon, Pittsburgh time, on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Agent at the Principal Office for the ratable accounts of the Lenders with respect to the Loans in U.S. Dollars and in immediately available funds, and the Agent shall promptly distribute such amounts to the Lenders in immediately available funds, provided that in the event payments are received by

12:00 noon, Pittsburgh time, by the Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Agent, the Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Agent and not distributed to the Lenders. The Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated”.

5.1.2 Term Loan Payment Amortization.

The principal amount of the Term Loans shall be payable in fifteen (15) equal quarterly installments in the principal amount of $6,875,000.00 each, payable on the first day of each July, October, January, and April of each year commencing on July 1, 2006 with the final installment of any remaining principal payable on the Term Loan Maturity Date.

5.2 Pro Rata Treatment of Lenders.

Each borrowing shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Agent’s Fee) or amounts due from the Borrower hereunder to the Lenders with respect to the Loans, shall (except as provided in Section 4.4.3 [Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [Euro-Rate Unascertainable; Etc.], 5.4.2 [Replacement of a Lender] or 5.6 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Loans outstanding from each Lender and, if no such Loans are then outstanding, in proportion to the Ratable Share of each Lender.

5.3 Interest Payment Dates.

Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on the first day of each April, July, October, and January after the date hereof and on the Expiration Date or upon acceleration of the Notes. Interest on Loans to which the Euro-Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory prepayments of principal under Section 5.5 [Mandatory Prepayments] shall be due on the date such mandatory prepayment is due. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise).

5.4 Voluntary Prepayments.

5.4.1 Right to Prepay.

The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.4.2 below or in Section 5.6 [Additional Compensation in Certain Circumstances]):

(i) at any time with respect to any Loan to which the Base Rate Option applies,

(ii) on the last day of the applicable Interest Period with respect to Loans to which a Euro-Rate Option applies,

(iii) on the date specified in a notice by any Lender pursuant to Section 4.4 [Euro-Rate Unascertainable, Etc.] with respect to any Loan to which a Euro-Rate Option applies.

Whenever the Borrower desires to prepay any part of the Loans, the Borrower shall provide a prepayment notice to the Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of Loans setting forth the following information:

(x) the date, which shall be a Business Day, on which the proposed prepayment is to be made;

(y) a statement indicating the application of the prepayment between the Revolving Credit Loans and Term Loans; and

(z) the total principal amount of such prepayment, which shall not be less than $1,000,000.

All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.4.1 shall be applied to the unpaid installments of principal of the Term Loans in the inverse order of scheduled maturities. Except as provided in Section 4.4.3 [Agent’s and Lender’s rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the Euro-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.6.2 [Indemnity].

5.4.2 Replacement of a Lender.

In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) becomes a Nonconsenting Lender, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender’s Commitment within ninety (90) days after (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) such Lender becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Term Loan of such Lender shall be provided by one or more of the remaining Lenders or a replacement bank acceptable to the Agent; provided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and provided that all Letters of Credit have expired or been terminated or replaced.

5.4.3 Change of Lending Office.

Each Lender agrees that upon the occurrence of any event giving rise to increased costs or other special payments under Section 4.4.2 [Illegality, Etc.] or 5.6.1 [Increased Costs, Etc.] with respect to such Lender, it will if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 5.4.3 shall affect or postpone any of the Obligations of the Borrower or any other Loan Party or the rights of the Agent or any Lender provided in this Agreement.

5.4.4 Reduction of Commitment.

The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to Agent to permanently and ratably reduce, in whole multiples of $1,000,000 of principal, or terminate the Commitments without penalty or premium, except as hereinafter set forth, provided that any such reduction or termination shall be accompanied by (i) the payment in full of any Commitment Fee and other fees then accrued on the amount of such reduction or termination, (ii) prepayment of the Revolving Credit Notes (together with cash collateralization, if necessary, of the Letters of Credit), together with the full

amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.6 [Additional Compensation in Certain Circumstances]), to the extent that the aggregate amount thereof then outstanding exceeds the Commitments as so reduced or terminated. From the effective date of any such reduction or termination, the obligations of the Borrower to pay the Commitment Fee shall correspondingly be reduced or cease, as the case may be.

5.5 Mandatory Prepayments.

5.5.1 Sale of Assets.

Promptly after the receipt of proceeds from any sale, lease or transfer of assets authorized by Section 8.2.7(v) (which are not reinvested in the time period set forth therein), the Borrower shall promptly make a mandatory prepayment of principal on the Term Loans equal to the after-tax proceeds of such sale (as estimated in good faith by the Borrower) (the “Sale Proceeds”), together with accrued interest on such principal amount.

5.5.2 Debt or Equity Offering.

Within five (5) Business Days of (i) any receipt of any funds resulting from additional member interests being issued in any Loan Party or partnership interests being issued in Parent or (ii) any proceeds of Indebtedness incurred by any of the Loan Parties other than Indebtedness permitted under Section 8.2.1, the Borrower shall promptly make a mandatory prepayment of principal on the Term Loans equal to the after-tax proceeds of such equity or debt offering (as estimated in good faith by the Borrower), together with accrued interest on such principal amount.

5.5.3 Insurance or Condemnation Proceeds.

Within one hundred eighty (180) days of any receipt of insurance or condemnation proceeds, which individually or in the aggregate, involve more than $5,000,000 in any fiscal year, subject to the ability of the Loan Parties to reinvest such proceeds (the “Insurance Proceeds”), the Borrower shall have reinvested the after-tax proceeds of such Insurance Proceeds in replacement or substitute assets or the Borrower shall make a mandatory prepayment of principal on the Loans equal to such Insurance Proceeds, together with accrued interest on such principal payment.

5.5.4 Purchase Price Adjustment.

Within one hundred eighty (180) days of any receipt of funds resulting from any purchase price adjustment involving more than $5,000,000 on account of the Cantera Acquisition or any other Acquisition (a “Purchase Price Adjustment”), the Borrower shall make a mandatory prepayment of principal on the Term Loan equal to such Purchase Price Adjustment, together with accrued interest on such principal payment.

5.5.5 Application of Prepayments on Term Loan.

All prepayments pursuant to this Section 5.5 to the Term Loan shall be applied to unpaid installments of principal in the inverse order of scheduled maturities.

5.5.6 Application of Prepayments on and Reduction in Revolving Credit Commitments.

To the extent that the cumulative, aggregate amount of Sale Proceeds, Insurance Proceeds and Purchase Price Adjustments received by the Loan Parties exceeds 10% of Consolidated Assets, all proceeds of the foregoing remaining after prepayment of the Term Loan shall be promptly applied to (i) prepay the Revolving Credit Loans, together with accrued and unpaid interest and (ii) the Revolving Credit Commitments shall be automatically and irrevocably reduced by the amount prepaid under clause (i) above.

5.5.7 Application Among Interest Rate Options.

All prepayments required pursuant to this Section 5.5 shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a Euro-Rate Option. In accordance with Section 5.6.2 [Indemnity], the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a Euro-Rate Option on any day other than the last day of the applicable Interest Period.

5.6 Additional Compensation in Certain Circumstances.

5.6.1 Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.

If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body:

(i) subjects any Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Lender),

(ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Lender, or

(iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits

or commitments to extend credit extended by, any Lender, or (B) otherwise applicable to the obligations of any Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Lender’s capital, taking into consideration such Lender’s customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material, such Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Lender to be necessary to compensate such Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.

5.6.2 Indemnity.

In addition to the compensation required by Section 5.6.1 [Increased Costs, Etc.], the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Lender to fund or maintain Loans subject to a Euro-Rate Option) which such Lender sustains or incurs as a consequence of any

(i) payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),

(ii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.5 [Revolving Credit Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.4 [Voluntary Prepayments], or

(iii) default by any Loan Party in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder.

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties.

The Loan Parties, jointly and severally, represent and warrant to the Agent and each of the Lenders as follows:

6.1.1 Organization and Qualification.

Each Loan Party and each Subsidiary of each Loan Party is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Loan Party and each Subsidiary of each Loan Party has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct. Each Loan Party and each Subsidiary of each Loan Party is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary.

6.1.2 Capitalization and Ownership.

The Parent is the sole member of the Borrower. The issued and outstanding securities of the Parent as of the Closing Date consist of approximately 12,338,458 common units of limited partnership interest and approximately 5,737,410 subordinated units of limited partnership, all of which have been validly issued and are fully paid and nonassessable. Penn Virginia Resource GP, LLC (i) is the sole general partner of the Parent and (ii) is a wholly owned subsidiary of Penn Virginia Corporation.

6.1.3 Subsidiaries.

Schedule 6.1.3 states the name of each Subsidiary of the Borrower, its jurisdiction of incorporation, the issued and outstanding shares if it is not a wholly-owned Subsidiary (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation, its outstanding partnership interests (the “Partnership Interests”) if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC Interests”) if it is a limited liability company. The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own, free and clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. There are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on Schedule 6.1.3.

6.1.4 Power and Authority.

Each Loan Party has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

6.1.5 Validity and Binding Effect.

This Agreement has been duly and validly executed and delivered by each Loan Party, and each other Loan Document which any Loan Party is required to execute and deliver on or after the date hereof will have been duly executed and delivered by such Loan Party on the required date of delivery of such Loan Document. This Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto on and after its date of delivery thereof, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance.

6.1.6 No Conflict.

Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents).

6.1.7 Litigation.

There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which may result in any Material Adverse Change.

6.1.8 Title to Properties.

Each Loan Party and each Subsidiary of each Loan Party has good and sufficient title to or valid leasehold interest in all properties, assets and other rights that are reflected as owned or leased on its most recent audited balance sheet, free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases and subject to certain consents to be obtained with regard to the Cantera Acquisition. All leases of property are in full force and effect, except for those leases of property where such failure would not result in a Material Liability.

6.1.9 Financial Statements.

(i) Historical Statements. The Borrower has delivered to the Agent copies of the Parent’s audited consolidated year-end financial statements for the fiscal year ended December 31, 2004 (the “Historical Statements”). The Historical Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete and fairly represent in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied. Since December 31, 2004, no Material Adverse Change has occurred.

(ii) Financial Projections. The Borrower has delivered to the Agent financial projections of the Loan Parties (other than the Parent) for the fiscal years 2005 through 2009 derived from various assumptions of the Loan Parties’ management (the “Financial Projections”). The Loan Parties believe that the Financial Projections represent a reasonable range of possible results in light of the history of the business, present and foreseeable conditions and the intentions of the Loan Parties’ (other than the Parent) management. The Financial Projections accurately reflect the liabilities of the Loan Parties (other than the Parent) upon consummation of the transactions contemplated hereby as of the Closing Date.

6.1.10 Use of Proceeds; Margin Stock; Section 20 Subsidiaries.

6.1.10.1 General.

The Loan Parties intend to use the proceeds of the Loans in accordance with Sections 2.8, 3.5 and 8.1.9.

6.1.10.2 Margin Stock.

None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or to refund Indebtedness originally incurred for such purpose, or for any purpose which entails a violation of or which is inconsistent with the provisions of the regulations of the Board

of Governors of the Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin stock.

6.1.10.3 Section 20 Subsidiaries.

The Loan Parties do not intend to use and shall not use any portion of the proceeds of the Loans, directly or indirectly, to purchase during the underwriting period, or for thirty (30) days thereafter, Ineligible Securities being underwritten by a Section 20 Subsidiary.

6.1.11 Full Disclosure.

Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial condition, results of operations or prospects of any Loan Party or Subsidiary of any Loan Party which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby.

6.1.12 Taxes.

All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of any Loan Party or Subsidiary of any Loan Party for any period.

6.1.13 Consents and Approvals.

Except for the filing of financing statements and certain other filings which must be made in connection with the Ancillary Security Documents (if required to be delivered by the terms hereof), no consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by any Loan Party, except for the contemporaneous consents being given by the noteholders under the Note Purchase Agreement.

6.1.14 No Event of Default; Compliance with Instruments.

No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound where such violation would constitute a Material Adverse Change.

6.1.15 Patents, Trademarks, Copyrights, Licenses, Etc.

Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

6.1.16 Solvency.

(i) The fair value of each Loan Party’s assets exceed the total amount of liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Loan Party, (ii) the present fair salable value of the assets of each Loan Party exceed the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of each such Loan party as they become absolute and matured, (iii) each Loan Party is able to pay its debts, including contingent liabilities, as they mature and become due, (iv) no Loan Party is nor will be engaged in a business for which its capital is, or would be, unreasonably small, (v) no Loan Party is or will be engaged in a transaction for which the remaining assets of such Loan Party are or would be unreasonably small in relation to such business or transaction, (vi) no Loan Party has incurred (by way of assumption or otherwise) any obligation or liability (contingent, subordinated, unmatured and unliquidated or otherwise) under this Agreement or any of the other Loan Documents to which it is a party, nor has it made any conveyance pursuant to or in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Loan Party.

6.1.17 Public Utility Holding Company Act.

None of the Loan Parties or Subsidiaries of the Loan Parties is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.1.18 Insurance.

No notice has been given or claim made and no grounds exist to cancel or avoid any of insurance policies or bonds of the Loan Parties or to reduce the coverage provided thereby. Such policies and bonds provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party and each Subsidiary of each Loan Party in accordance with prudent business practice in the industry of the Loan Parties and their Subsidiaries.

6.1.19 Compliance with Laws.

The Loan Parties and their Subsidiaries are in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.24 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change.

6.1.20 Material Contracts; Burdensome Restrictions.

Schedule 6.1.20 lists all Material Contracts relating to the business operations of each Loan Party and each Subsidiary of any Loan Party, including all employee benefit plans and Labor Contracts. All such Material Contracts are valid, binding and enforceable upon such Loan Party or Subsidiary and, to the Loan Parties’ knowledge, upon each of the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and there is no default thereunder, to the Loan Parties’ knowledge, with respect to parties other than such Loan Party or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change.

6.1.21 Investment Companies; Regulated Entities.

None of the Loan Parties or any Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control”. None of the Loan Parties or any Subsidiaries of any Loan Party is subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

6.1.22 Plans and Benefit Arrangements.

Since their respective dates of formation, none of the Loan Parties or their Subsidiaries have been members of any ERISA Group or party to any Benefit Arrangements, Plans or Multiemployer Plans and have liabilities with respect to any of the foregoing.

6.1.23 Employment Matters.

Since their respective dates of formation, none of the Loan Parties or their Subsidiaries have had any employees or entered into any Labor Contracts.

6.1.24 Environmental Matters.

Except for those items described under the sub-heading “Environmental” in the Management’s Discussion and Analysis section in the Parent’s Form 10-K filed by the Parent with the SEC for the fiscal year ended December 31, 2004, none of which items, individually or collectively, result in a Material Liability:

(i) None of the Loan Parties has received any Environmental Complaint, whether directed or issued to any Loan Party or relating or pertaining to activities undertaken by any prior owner, operator or occupant of the Property, which would result in a Material Liability, and has no reason to believe that it might receive an Environmental Complaint that would result in a Material Liability.

(ii) No activity of any Loan Party at the Property is being conducted in violation of any Environmental Law or Required Environmental Permit, which such activity would result in a Material Liability, and to the knowledge of any Loan Party, no activity of any prior owner, operator or occupant of the Property has caused an on-going violation of any Environmental Law, which such activity would result in a Material Liability.

(iii) There are no Regulated Substances present on, in, under, or emanating from, or to any Loan Party’s knowledge emanating to, the Property or any portion thereof which result in Contamination, which such Contamination would result in a Material Liability.

(iv) Each Loan Party has all Required Environmental Permits, the absence of which would result in a Material Liability, and all such Required Environmental Permits are in full force and effect.

(v) Each Loan Party has submitted to an Official Body and/or maintains, as appropriate, all Required Environmental Notices where the failure to submit and/or maintain such Required Environmental Notices would result in a Material Liability.

(vi) No structures, improvements, equipment, fixtures, impoundments, pits, lagoons or aboveground or underground storage tanks located on the Property contain or use, except in compliance with Environmental Laws and Required Environmental Permits, Regulated Substances or otherwise are operated or maintained except in compliance with Environmental Laws and Required Environmental Permits where such failure to contain, or the use of, Regulated Substances or the noncompliance with Environmental Laws or Required Environmental Permits would result in a Material Liability. To the knowledge of each Loan Party, no structures, improvements, equipment, fixtures, impoundments, pits, lagoons or aboveground or underground storage tanks of prior owners, operators or occupants of the Property contained or used, except in compliance with Environmental Laws, Regulated

Substances or otherwise were operated or maintained by any such prior owner, operator or occupant except in compliance with Environmental Laws where such failure to contain, or the use of, Regulated Substances or the noncompliance with Environmental Laws or Required Environmental Permits would result in a Material Liability.

(vii) To the knowledge of each Loan Party, no facility or site to which any Loan Party, either directly or indirectly by a third party, has sent Regulated Substances for storage, treatment, disposal or other management is identified in writing or proposed in writing to be identified on any list of contaminated properties or other properties which pursuant to Environmental Laws are the subject of an investigation, cleanup, removal, remediation or other response action by an Official Body where such investigation, cleanup, removal, remediation or other response by an Official Body would result in a Material Liability.

(viii) No portion of the Property is identified in writing or to the knowledge of any Loan Party proposed to be identified in writing on any list of contaminated properties or other properties which pursuant to Environmental Laws are the subject of an investigation or remediation action by an Official Body where such investigation or remediation action by an Official Body would result in a Material Liability, nor to the knowledge of any Loan Party is any property adjoining or in the proximity of the Property so identified or proposed to be identified on any such list where such identification or proposed identification would result in an investigation or remediation action by an Official Body that would result in a Material Liability.

(ix) No portion of the Property constitutes an Environmentally Sensitive Area where the inclusion of such portion of the Property constituting an Environmentally Sensitive Area would result in a Material Liability.

(x) No lien or other encumbrance authorized by Environmental Laws exists against the Property and none of the Loan Parties has any reason to believe that such a lien or encumbrance may be imposed where such lien or encumbrance would result in a Material Liability.

6.1.25 Senior Debt Status.

The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty Agreement, the Parent Guaranty Agreement, and each of the other Loan Documents to which it is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party to the extent secured by Permitted Liens. There is no Lien upon or with respect to any of the properties or income of any Loan Party or Subsidiary of any Loan Party which secures indebtedness or other obligations of any Person except for Permitted Liens.

6.1.26 Anti-Terrorism Laws.

6.1.26.1 General.

None of the Loan Parties nor or any Affiliate of any Loan Party, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

6.1.26.2 Executive Order No. 13224.

None of the Loan Parties, nor or any Affiliate of any Loan Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or

(vi) a person or entity who is affiliated or associated with a person or entity listed above.

No Loan Party or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

6.1.27 Tax Treatment of Parent.

The Parent is treated as a partnership for federal income tax purposes.

6.2 Updates to Schedules.

Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall provide the Agent in writing with such revisions or updates to such Schedule as may be

necessary or appropriate to update or correct such information or disclosures (i) from time to time, in connection with the delivery of a Loan Request or application for a Letter of Credit as the case may be and (ii) quarterly, in connection with the delivery of the Compliance Certificate delivered pursuant to Section 8.3.4 hereof; provided, however, that with respect to any revision or update to a Schedule that occurs as a result of a change that is adverse to the Lenders as determined by the Agent, such revised or updated Schedule shall not be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule.

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The obligation of each Lender to make Loans and of the Agent to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

7.1 First Loans and Letters of Credit.

On the Closing Date:

7.1.1 Officer’s Certificate.

The representations and warranties of each of the Loan Parties contained in Section 6 and in each of the other Loan Documents shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and there shall be delivered to the Agent for the benefit of each Lender a certificate of each of the Loan Parties, dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each of the Loan Parties, to each such effect.

7.1.2 Secretary’s Certificate.

There shall be delivered to the Agent for the benefit of each Lender a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:

(i) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents;

(ii) the names of the officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Agreement and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and

(iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business and a bring-down certificate by facsimile dated the Closing Date.

7.1.3 Delivery of Loan Documents.

The Guaranty Agreement, the Parent Guaranty Agreement, the Intercompany Subordination Agreement, Notes, and the other Loan Documents shall have been duly executed and delivered to the Agent for the benefit of the Lenders.

7.1.4 Opinion of Counsel.

(a) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Vinson & Elkins L.L.P., special counsel for the Loan Parties, dated the Closing Date and in form and substance satisfactory to the Agent and its counsel as to the matters set forth in Exhibit 7.1.4(a) and as to such other matters incident to the transactions contemplated herein as the Agent may reasonably request.

(b) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Nancy M. Snyder, Esquire, general counsel for the Loan Parties, dated the Closing Date and in form and substance satisfactory to the Agent and its counsel as to the matters set forth in Exhibit 7.1.4(b) and as to such other matters incident to the transactions contemplated herein as the Agent may reasonably request.

7.1.5 Legal Details.

All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and counsel for the Agent, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request.

7.1.6 Payment of Fees.

The Borrower shall have paid or caused to be paid to the Agent for itself and for the account of the Lenders to the extent not previously paid all fees accrued through or otherwise payable on the Closing Date and the costs and expenses for which the Agent and the Lenders are entitled to be reimbursed.

7.1.7 Environmental Matters.

The Loan Parties shall provide the Agent with such environmental reports and audits as reasonably requested by the Agent, except where disclosure of any requested report or audit would jeopardize applicable privileges. On the Closing Date, the appropriate officers of the applicable Loan Parties shall have delivered to the Agent, on behalf of such Loan Parties, in form and substance reasonably satisfactory to the Agent a certificate to the effect that the Loan Parties have made known to the Agent all information known to them and their Subsidiaries concerning Environmental Complaints and the Loan Parties and their Subsidiaries’ compliance with the Environmental Laws relating to any of the Property and any other site for which any Loan Party or Subsidiary of a Loan Party has received notice that it is potentially responsible for Environmental Conditions.

7.1.8 Reserve Evaluation.

The Agent shall have received reserve evaluations of the assets supporting Cantera’s operations prepared by Epley & Miller, or another independent third party engineering consultant, in form and substance satisfactory to the Agent in all respects.

7.1.9 Consents.

All material consents required to effectuate the transactions contemplated hereby shall have been obtained.

7.1.10 Officer’s Certificate Regarding MACs.

Since December 31, 2004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party except the Cantera Acquisition shall have been consummated and no circumstance or event which is or could reasonably be expected to be material and adverse to the business properties, assets, financial condition, results of operations or prospects of Cantera shall have occurred; and there shall have been delivered to the Agent for the benefit of each Lender a certificate of each Loan Party, dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each respective Loan Party to each such effect.

7.1.11 No Violation of Laws.

The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders.

7.1.12 No Actions or Proceedings.

No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents, the Acquisition Documents, or the consummation of the transactions contemplated hereby or thereby or which, in the Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

7.1.13 Amendment of Note Purchase Agreement.

The Loan Parties shall have caused the Note Purchase Agreement to have been amended upon terms and conditions and subject to provisions satisfactory to the Agent and shall have delivered an executed copy of such amendment and all ancillary documents to the Agent.

7.1.14 Valuation and Financial Analysis.

The Agent shall have received copies of all valuation reports and financial analyses prepared by Barnes & Click, Inc. with respect to the operations and businesses being acquired in connection with the Cantera Acquisition, each of which shall be in form and substance satisfactory to the Agent.

7.1.15 Cantera Financial Statements.

The Agent shall have received copies of (i) audited statements of revenue and expenses for the year ended December 31, 2002 and the period from January 1, 2003 through July 2, 2003, for the Cantera midstream assets, (ii) audited statements of operations for the period from June 25, 2003 through December 31, 2003 and for the year ended December 31, 2003 for the Mid Continent Division of Cantera, and (iii) audited year-end balance sheets as of December 31, 2003 and December 31, 2004 for the Mid Continent Division of Cantera. These audited financials shall be accompanied by an unqualified opinion of the independent certified public accountants that conducted the audits.

7.1.16 Termination of Prior Credit Agreement.

The following shall occur to the satisfaction of the Agent in its sole discretion; (i) all principal, interest, fees and other liabilities and obligations under the Prior Credit Agreement shall be repaid in full except for the Existing Letters of Credit that are being made subject to the terms of this Agreement, and (ii) all commitments to lend under the Prior Credit Agreement shall have been irrevocably terminated and of no further force and effect.

7.1.17 Cantera Acquisition.

The transactions contemplated by the Cantera Acquisition Documents shall be consummated simultaneously with the closing of the initial Loans hereunder in all

material respects in accordance with the terms and conditions of each of the Cantera Acquisition Documents as heretofore reviewed by the Agent and as certified by the Borrower without any material amendment or waiver by the Loan Parties not consented to by the Agent. The Loan Parties shall evidence to the satisfaction of the Agent that the aggregate of (i) all indebtedness for borrowed money assumed by the Loan Parties, (ii) all indebtedness satisfied in connection with the transactions effected by each of the Cantera Acquisition Documents, (iii) all consideration paid to Cantera Resources Holdings LLC, (the “Seller”) in connection with the purchase of the limited liability company interests of the Seller, and (iv) costs and expenses incurred by the Loan Parties in connection with the purchase of the limited liability company interests of Cantera does not exceed $191,000,000 (excluding working capital adjustments, fees and expenses associated with the acquisition). On the Closing Date and after having given effect to the transactions contemplated by the Cantera Acquisition Documents, (A) the Consolidated EBITDA of the Parent for the twelve (12) months ended as of September 30, 2004 shall not be less than $80,000,000, and (B) the Borrower shall demonstrate pro forma compliance with each of the financial covenants contained in Sections 8.2.17 through 8.2.18 hereof, each of the foregoing covenants to be calculated on a pro forma basis and evidenced by a certificate of the Chief Executive Officer, President or Authorized Financial Officer of the Borrower which shall include the calculation of such financial covenants in the manner provided for in Section 8.2.17 [Maximum Leverage Ratio] and Section 8.2.18 [Minimum Interest Coverage Ratio].

7.1.18 Solvency Certificate.

The Chief Financial Officer of the Borrower shall have delivered a certificate in form and substance satisfactory to the Agent as to the capital adequacy and solvency of the Borrower and its Subsidiaries after giving effect to the transactions contemplated hereby.

7.2 Each Additional Loan or Letter of Credit.

At the time of making any Loans or issuing any Letters of Credit other than Loans made or Letters of Credit issued on the Closing Date and after giving effect to the proposed extensions of credit: the representations and warranties of the Loan Parties contained in Section 6 and in the other Loan Documents shall be true on and as of the date of such additional Loan or Letter of Credit with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein) and the Loan Parties shall have performed and complied with all covenants and conditions hereof; no Event of Default or Potential Default shall have occurred and be continuing or shall exist; the making of the Loans or issuance of such Letter of Credit shall not contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders; and the Borrower shall have delivered to the Agent a duly executed and completed Loan Request or application for a Letter of Credit as the case may be.

8. COVENANTS

8.1 Affirmative Covenants.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations under the Loan Documents and termination of the Commitments, the Loan Parties shall comply at all times with the following affirmative covenants:

8.1.1 Preservation of Existence, Etc.

Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, except as otherwise expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.] or where the failure to maintain such legal existence and license or qualification would not result in a Material Liability.

8.1.2 Payment of Liabilities, Including Taxes, Etc.

Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only to the extent that failure to discharge any such liabilities would not result in a Material Liability, provided that the Loan Parties and their Subsidiaries will pay all such liabilities forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor.

8.1.3 Maintenance of Insurance.

Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably satisfactory to the Agent. At the request of the Agent, the Borrower shall deliver to the Agent and each of the Lenders (x) an original certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance

required to be maintained by this Agreement and the other Loan Documents and (y) from time to time a summary schedule indicating all insurance then in force with respect to each of the Loan Parties.

8.1.4 Maintenance of Properties and Leases.

Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof, except where the failure to so maintain would not result in a Material Liability.

8.1.5 Maintenance of Patents, Trademarks, Etc.

Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business if the failure so to maintain the same would constitute a Material Adverse Change.

8.1.6 Visitation Rights.

Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Agent or any of the Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times during normal business hours and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Agent with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Agent.

8.1.7 Keeping of Records and Books of Account.

Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain and keep proper books of record and account which enable each Loan Party and its Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over any Loan Party or any Subsidiary of any Loan Party, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.

8.1.8 Compliance with Laws.

Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws in all respects, provided that it shall not be deemed to be a violation of this Section 8.1.8 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.

8.1.9 Use of Proceeds.

The Loan Parties will use the Letters of Credit and the proceeds of the Loans only for (i) general corporate purposes and for working capital, (ii) to finance the Cantera Acquisition, (iii) to finance Permitted Acquisitions, or (iv) to repay and terminate Indebtedness outstanding under Prior Credit Agreement. The Loan Parties shall not use the Letters of Credit or the proceeds of the Loans for any purposes which contravenes any applicable Law or any provision hereof.

8.1.10 Further Assurances.

To the extent that a Lien is granted to the Agent in accordance with this Agreement, each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Agent’s Lien on and Prior Security Interest in the Collateral as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Agent in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

8.1.11 Subordination of Intercompany Loans.

Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any other Loan Party to be subordinated pursuant to the terms of the Intercompany Subordination Agreement.

8.1.12 Anti-Terrorism Laws.

The Loan Parties and their respective Affiliates and agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. The Borrower shall deliver to Lenders any certification or other evidence requested from time to time by any Lender in its sole discretion, confirming the Loan Parties’ compliance with this Section 8.1.12.

8.1.13 Execution and Delivery of Security Documents.

Upon the occurrence of a Security Event, the applicable Loan Parties shall promptly execute and deliver any and all Security Documents reasonably requested by the Agent to grant a first priority Lien (subject only to Permitted Liens), on any and all assets acquired pursuant to the Cantera Acquisition in favor of a collateral agent, for the equal and ratable benefit

of (i) the Lenders, as security for the Obligations and (ii) the holders of the senior notes under the Note Purchase Agreement, as security for such senior notes. In furtherance of the foregoing, the Loan Parties shall diligently cooperate with and assist, at their own expense, the Agent in procuring any and all Ancillary Security Documents. Each of the Loan Parties acknowledges and agrees that the exercise by the Lenders of their rights under this Section shall in no way preclude, impair or operate as a waiver of their rights to exercise any and all other remedies, rights, powers or privileges with respect to any Event of Default hereunder. All costs and expenses incurred by the Agent in connection with the exercise of the rights under this Section shall be paid by the Loan Parties on demand of the Agent. The Loan Parties, the Lenders and the Agent agree that without any further action on the part of any of them, upon execution and/or delivery, the Security Documents and the Ancillary Security Documents shall become Loan Documents and the assets that are subject to the Security Documents shall become collateral for the Obligations.

8.2 Negative Covenants.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder and termination of the Commitments, the Loan Parties shall comply with the following negative covenants:

8.2.1 Indebtedness.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness under the Loan Documents;

(ii) Existing Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof, provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 8.2.1;

(iii) Operating leases as and to the extent permitted under Section 8.2.16 [Operating Leases];

(iv) Indebtedness secured by Purchase Money Security Interests and capital leases not exceeding $5,000,000 in the aggregate;

(v) Indebtedness of a Loan Party to another Loan Party which is subordinated in accordance with the provisions of Section 8.1.11 [Subordination of Intercompany Loans];

(vi) performance Guarantees entered into in the ordinary course of business with respect to the performance of any obligation of any Subsidiary of the Borrower;

(vii) Any Commodity Hedge, Lender-Provided Interest Rate Hedge, or other Interest Rate Hedge;

(viii) Indebtedness of the Borrower under the Note Purchase Agreement and Indebtedness of the Parent and its Subsidiaries under guarantees relating thereto; and

(ix) other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding.

8.2.2 Liens.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens.

8.2.3 Guaranties.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for Guaranties of Indebtedness of the Loan Parties permitted hereunder.

8.2.4 Loans and Investments.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except:

(i) trade credit extended on usual and customary terms in the ordinary course of business;

(ii) advances to employees to meet expenses incurred by such employees in the ordinary course of business;

(iii) Permitted Investments;

(iv) loans, advances and investments in other Loan Parties;

(v) investments in Immaterial Subsidiaries as of the Closing Date; and

(vi) investments not otherwise permitted by this Section 8.2.4 in an aggregate amount not to exceed $15,000,000 at anytime outstanding.

8.2.5 Dividends and Related Distributions.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except (i) dividends or other distributions payable to another Loan Party (other than the Parent), (ii) payments to the Parent in such amounts as required to pay the general and administrative costs and expenses of the Parent incurred in connection with the operation of its business as permitted pursuant to the terms of the Parent Guaranty Agreement, and (iii) Quarterly Distributions, so long as in each case, after giving effect thereto, no Potential Default or Event of Default exists.

8.2.6 Liquidations, Mergers, Consolidations, Acquisitions.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

(1) any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties, and

(2) any Loan Party may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each an “Permitted Acquisition”), provided that each of the following requirements is met:

(i) if the Loan Parties are acquiring the ownership interests in such Person, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition;

(ii) to the extent required by Section 8.1.13, the Loan Parties, such Person and its owners, as applicable, shall grant Liens in the assets of or acquired from and stock or other ownership interests in such Person and otherwise comply with Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition;

(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition;

(iv) if the Loan Parties are acquiring substantially all of the assets of another Person or of a business or division of another Person, then substantially all of such assets or substantially all of the assets of such division shall be Permitted Assets;

(v) if the Loan Parties are acquiring all of the ownership interests of another Person, then substantially all of the assets of such Person shall be Permitted Assets;

(vi) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition;

(vii) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in Sections 8.2.17 through 8.2.19 after giving effect to such Permitted Acquisition (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 8.2.6 evidencing such compliance; and

(viii) the Loan Parties shall deliver to the Agent at least five (5) Business Days before such Permitted Acquisition copies of any agreements entered into or proposed to be entered into by such Loan Parties in connection with such Permitted Acquisition and shall deliver to the Agent such other information about such Person or its assets as any Loan Party may reasonably require; and

(3) on or about the date of this Agreement, so long as no Potential Default or Event of Default is in existence, the Borrower may consummate the Cantera Acquisition in accordance with the material terms and conditions set forth in the Cantera Acquisition Documents.

8.2.7 Dispositions of Assets or Subsidiaries.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

(i) transactions involving the sale of inventory in the ordinary course of business;

(ii) any sale, transfer or lease of assets in the ordinary course of business;

(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;

(iv) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, involving up to two and one half percent (2.5%) of the Consolidated Assets in the aggregate in any fiscal year;

(v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, involving more than two and one half percent (2.5%) but less than ten percent (10%) of the Consolidated Assets in the aggregate in any fiscal year, provided that, to the extent that the after-tax proceeds (as reasonably estimated by the Borrower) fail to be reinvested in replacement or substitute assets within one hundred eighty (180) days, such after-tax proceeds are applied as a mandatory prepayment in accordance with the provisions of Section 5.5.1 [Sale of Assets] above;

(vi) any transaction consummated in accordance with the Peabody Reserve Substitution Agreement; or

(vii) any transfer or conveyance of the equity interests of Cantera Gas Company to the Seller pursuant to the terms and conditions of the Cantera Acquisition Documents and, in connection with the foregoing transfer or conveyance, notwithstanding anything to the contrary contained in this Agreement, the Agent is authorized to release Cantera Gas Company from its Guaranty.

8.2.8 Affiliate Transactions.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, enter into or engage in any transaction or series of related transactions with any Affiliate, including without limitation the purchase, transfer, disposition, sale, lease or exchange of assets or the rendering of any service involving any Affiliate, unless (i) such transaction is on fair and reasonable terms that are no less favorable to such Loan Parties or such Subsidiaries, as the case may be, than those that at the time such transaction is consummated or completed would be obtained in an arm’s-length transaction between Persons that are not Affiliates of such Loan Parties or any of their Subsidiaries and (ii) with respect to a transaction or series of transactions involving aggregate payments or value equal to or greater than $20,000,000, the Borrower shall have delivered an Officer’s Certificate to the Agent certifying that such transaction or series of transactions complies with the preceding clause (i) and that such transaction or series of transactions has been approved by a majority of the board of directors of the General Partner (including a majority of the disinterested directors).

8.2.9 Subsidiaries, Partnerships and Joint Ventures.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that the Required Lenders shall have consented to such formation and joinder; and (iii) any Immaterial Subsidiary. Each of the Loan Parties (other than the Parent) shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

8.2.10 Continuation of or Change in Business; Parent Holding Company Status.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, engage in any business other than coal leasing, coal infrastructure (including coal loading and coal handling) and midstream businesses relating to coal and hydrocarbons (including the managing of coal properties in the United States and the transportation of crude oil and liquid and gaseous hydrocarbons in the United States). The Parent may not engage in any business and may not have any assets or liabilities other than those resulting from its ownership of the Borrower.

8.2.11 Plans and Benefit Arrangements.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to hire any employees, enter into any Labor Contracts or become a member of any ERISA Group or party to any Plans, Benefit Arrangements and Multiemployer Plans.

8.2.12 Fiscal Year.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, change its fiscal year from the twelve-month period beginning January 1st and ending December 31st.

8.2.13 Issuance of Stock.

Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, issue any additional shares of its capital stock or any options, warrants or other rights in respect thereof.

8.2.14 Changes in Organizational Documents, Cantera Acquisition Documents; MLP Agreement.

(a) Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, amend in any respect (i) its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents that reasonably could be expected to materially and adversely effect the interests of the Lenders or (ii) the Cantera Acquisition Documents without providing at least thirty (30) calendar days’ prior written notice to the Agent and the Lenders and, in the event such change would be adverse to the Lenders as determined by the Agent in its sole discretion, obtaining the prior written consent of the Required Lenders.

(b) The Parent shall not, and shall not permit any of its Subsidiaries to suffer to exist any amendment or modification to the MLP Agreement in respect of Articles VI or VII, or Section 2.8, 8.1, 8.2, 12.1, 12.2, 12.3, 12.4, 13.1, 13.2, or 13.3 of the MLP Agreement (or the defined terms used in any such Article or Section), without, in the event such change could reasonably be expected to materially and adversely affect the interests of Lenders, obtaining the prior written consent of the Required Lenders.

8.2.15 [Intentionally Omitted.]

8.2.16 Operating Leases.

The Loan Parties (other than the Parent) shall not, and shall not permit any of its Subsidiaries to, enter into, or be obligated in respect of, any operating lease other than in the ordinary course of business on terms and conditions typical for similarly situated businesses.

8.2.17 Maximum Leverage Ratio.

The Loan Parties shall not permit the ratio of Consolidated Total Indebtedness of the Parent and its Subsidiaries, as measured at the end of each fiscal quarter, to Consolidated EBITDA, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to exceed 3.5 to 1.0; provided, however, that during an Acquisition Period, the ratio of Consolidated Total Indebtedness to Consolidated EBITDA shall not exceed 4.0 to 1.0. For clarification purposes, any Loan Party may consummate one or more Permitted Acquisitions during any Acquisition Period so long as the ratio of Consolidated Total Indebtedness to Consolidated EBITDA does not exceed 4.0 to 1.0.

8.2.18 Minimum Interest Coverage Ratio.

The Loan Parties shall not permit the ratio of Consolidated EBITDA to Consolidated Interest Expense of the Parent and its Subsidiaries, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 4.0 to 1.0.

8.2.19 Minimum Tangible Net Worth.

The Parent shall not at any time permit its Consolidated Tangible Net Worth to be less than Base Net Worth.

8.2.20 No Limitation on Dividends and Distributions.

The Borrower shall not permit its Subsidiaries to enter into or otherwise be bound by any agreement, or any provision of any certificate of incorporation, by-laws, partnership agreement, operating agreement or other organizational formation or governing document, not to pay dividends or make distributions to the Borrower, except as imposed as a matter of Law by an Official Body.

8.2.21 Negative Pledges.

No Loan Party (other than the Parent) shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, or otherwise prohibiting or restricting any transaction contemplated hereby; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Law or by any Loan Document, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets subject to a Permitted Lien, (iii) customary provisions in leases or other agreements restricting assignment thereof, or (iv) any restriction imposed by the Note Purchase Agreement.

8.2.22 Restrictions on Immaterial Subsidiaries.

Notwithstanding anything to the contrary contained in this Agreement, no Immaterial Subsidiary may (i) accept, receive or use any proceeds from any Loan, except to the extent that such proceeds are investments permitted pursuant to Section 8.2.4(vi), (ii) incur or suffer to exist any Indebtedness, (iii) become or be directly or indirectly liable in respect of any Guaranty, or (iv) make or suffer to exist or remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, or agree to become or remain liable to do any of the foregoing (except for ownership of partnership interests in Bright Star Partnership).

8.3 Reporting Requirements.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder and under the other Loan Documents and termination of the Commitments, the Loan Parties will furnish or cause to be furnished to the Agent and each of the Lenders:

8.3.1 Intentionally Omitted.

8.3.2 Quarterly Financial Statements.

As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three fiscal quarters in each fiscal year, financial statements of the Parent and its Subsidiaries, consisting of a consolidated and consolidating balance sheet as of the end of such fiscal quarter and related consolidated and consolidating statements of income,

stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

8.3.3 Annual Financial Statements.

As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, financial statements of the Parent and its Subsidiaries consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents.

8.3.4 Certificate of the Borrower.

Concurrently with the financial statements of the Borrower furnished to the Agent and to the Lenders pursuant to Sections 8.3.2 [Quarterly Financial Statements] and 8.3.3 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.4, to the effect that, except as described pursuant to Section 8.3.5 [Notice of Default], (i) the representations and warranties of the Loan Parties contained in Section 6 and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate and (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 [Negative Covenants].

8.3.5 Notice of Default.

Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by the Chief Executive Officer, President or Chief Financial Officer of such Loan Party setting forth the details of such Event of Default or Potential Default and the action which such Loan Party proposes to take with respect thereto.

8.3.6 Notice of Litigation.

Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate involve a claim or series of claims in excess of $5,000,000 or which if adversely determined would constitute a Material Adverse Change.

8.3.7 Certain Events.

Written notice to the Agent at least thirty (30) calendar days prior thereto, with respect to any proposed sale or transfer of assets pursuant to Section 8.2.7(v).

8.3.8 Budgets, Forecasts, Other Reports and Information.

Promptly upon their becoming available to any Loan Party:

(i) deliver (or cause to be delivered) to the Agent within sixty (60) days following the end of each fiscal quarter of the Parent, a report of Available Cash, cash reserves and other related items of the Parent and its Subsidiaries in form and substance satisfactory to the Agent;

(ii) deliver to the Agent within one hundred twenty (120) days following the end of each fiscal year of the Borrower, an operational report in form and substance satisfactory to the Agent, showing (A) five-year projections on both the coal and midstream operations, (B) tons of coal mined and sold by lessee, including actual tons mined and sold compared to the previous fiscal year and to budget, (C) royalty income by lessee, (D) a coal reserve summary, (E) a lease summary, including individual lease profiles and lease property maps (upon the reasonable request of the Agent), and (F) with respect to each gas gathering and processing system: (1) contract summaries identifying wellhead purchase, percent of proceeds, gathering/fee based, and other contracts, (2) gas volume and NGL production, (3) gas prices and NGL prices, (4) hedged position, and (5) any such other information as the Agent may reasonably request from time to time;

(iii) any reports, notices or proxy statements generally distributed by the Borrower to its stockholders on a date no later than the date supplied to such stockholders,

(iv) regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Borrower with the Securities and Exchange Commission,

(v) a copy of any order in any proceeding to which the Borrower or any of its Subsidiaries is a party issued by any Official Body, and

(vi) such other reports and information as any of the Lenders may from time to time reasonably request. The Borrower shall also notify the Lenders promptly of the enactment or adoption of any Law which may result in a Material Adverse Change.

9. DEFAULT

9.1 Events of Default.

An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

9.1.1 Payments Under Loan Documents.

The Borrower shall fail to pay (a) any interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing or any other amount owing hereunder or under the other Loan Documents when due and such failure continues for three (3) Business Days or (b) any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit Borrowing after such principal becomes due in accordance with the terms hereof or thereof;

9.1.2 Breach of Warranty.

Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

9.1.3 Breach of Negative Covenants, Visitation Rights or Delivery of Security Documents.

Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 8.1.6 [Visitation Rights], Section 8.1.13 [Execution and Delivery of Security Documents] or Section 8.2 [Negative Covenants];

9.1.4 Breach of Other Covenants.

Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) calendar days after any officer of any Loan Party becomes aware of the occurrence thereof (such grace period to be applicable only in the event such default can be remedied by corrective action of the Loan Parties as determined by the Agent in its sole discretion);

9.1.5 Defaults in Other Agreements or Indebtedness.

A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $5,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;

9.1.6 Final Judgments or Orders.

Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate shall be entered against any one Loan Party or any combination of Loan Parties by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;

9.1.7 Loan Document Unenforceable.

Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;

9.1.8 Uninsured Losses; Proceedings Against Assets.

There shall occur any material uninsured damage to or loss, theft or destruction of any property of the Loan Parties in excess of $5,000,000 or any of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

9.1.9 Notice of Lien or Assessment.

A notice of Lien or assessment in excess of $5,000,000 which is not a Permitted Lien is filed of record with respect to all or any part of any of the Loan Parties’ or any of their Subsidiaries’ assets by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, including the PBGC, or any taxes or debts owing at any time or times hereafter to any one of these becomes payable and the same is not paid within thirty (30) days after the same becomes payable;

9.1.10 Insolvency.

Any Loan Party or any Subsidiary of a Loan Party ceases to be Solvent or admits in writing its inability to pay its debts as they mature;

9.1.11 Cessation of Business.

Any Loan Party or Subsidiary of a Loan Party ceases to conduct its business as contemplated, except as expressly permitted under Section 8.2.6 [Liquidations, Mergers, Etc.] or 8.2.7 [Dispositions of Assets or Subsidiaries], or any Loan Party or Subsidiary of a Loan Party is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business and such injunction, restraint or other preventive order is not dismissed within thirty (30) days after the entry thereof;

9.1.12 Change of Control.

A Change of Control shall occur;

9.1.13 Involuntary Proceedings.

A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or

9.1.14 Voluntary Proceedings.

Any Loan Party or Subsidiary of a Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing.

9.2 Consequences of Event of Default.

9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under Sections 9.1.1 through 9.1.12 shall occur and be continuing, the Lenders and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Agent may, and upon the request of the Required Lenders, shall (i) terminate the Commitments, (ii) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Lenders, and grants to the Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Agent shall return such cash collateral to the Borrower; and

9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under Section 9.1.13 [Involuntary Proceedings] or 9.1.14 [Voluntary Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the Commitments shall be terminated, and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

9.2.3 Set-off.

If an Event of Default shall occur and be continuing, any Lender to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Lender which has agreed in writing to be bound by the provisions of Section 10.13 [Equalization of Lenders] and any branch, Subsidiary or Affiliate of such Lender or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan Party, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower or such other Loan Party by such Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or

otherwise) now or hereafter maintained by the Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Lender or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Lender or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any collateral, Guaranty or any other security, right or remedy available to any Lender or the Agent; and

9.2.4 Suits, Actions, Proceedings.

If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 9.2, the Agent, at the direction of the Required Lenders, may proceed to protect and enforce the Lenders’ rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent and the Lenders; and

9.2.5 Application of Proceeds; Collateral Sharing.

9.2.5.1 Application of Proceeds.

From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:

(i) first, to reimburse the Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;

(ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders incurred under this Agreement or any of the other Loan Documents or to the Lenders or any Affiliates or Subsidiaries thereof, incurred under a Lender-Provided Interest Rate Hedge or a Lender-Provided Commodity Hedge, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and

(iii) the balance, if any, as required by Law.

9.2.5.2 Collateral Sharing.

Upon the occurrence of a Security Event, all Liens granted under a Loan Document (the “Collateral Documents”) shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Agent and the Lenders hereunder and (ii) the Obligations incurred by any of the Loan Parties in favor of any Lender or any Affiliate or any Subsidiary thereof, which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”), provided, however, that the provisions contained in this Section 9.2.5.2, shall in no way supercede, and are not intended to obviate, the sharing provisions between the Lenders and the holders of the senior notes under the Note Purchase Agreement, pursuant to Section 8.1.13 hereof. The Agent under the Collateral Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for the IRH Provider, the CH Provider, and the Lenders hereunder, provided that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider or CH Provider (except in its capacity as a Lender hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

9.2.6 Other Rights and Remedies.

In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent and the Lenders under the Loan Documents or applicable Law.

9.3 Notice of Sale.

Any notice required to be given by the Agent of a sale, lease, or other disposition of the Collateral or any other intended action by the Agent, if given to the Borrower ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the Loan Parties.

10. THE AGENT

10.1 Appointment.

Each Lender hereby irrevocably designates, appoints and authorizes PNC Bank to act as Agent for such Lender under this Agreement and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to

authorize, the Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. PNC Bank agrees to act as the Agent on behalf of the Lenders to the extent provided in this Agreement.

10.2 Delegation of Duties.

The Agent may perform any of its duties hereunder by or through agents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, subject to Sections 10.5 [Reimbursement and Indemnification of Agent by the Borrower] and 10.6 [Exculpatory Provisions; Limitation of Liability], shall be entitled to engage and pay for the advice or services of any attorneys, accountants or other experts concerning all matters pertaining to its duties hereunder and to rely upon any advice so obtained. It is acknowledged and agreed that RBC Capital Markets has received the title of syndication agent under this Agreement, that each of Fleet National Bank, SunTrust Bank and Wachovia Bank, National Association has received the title of documentation agent under this Agreement, that each of BNP Paribas and Société Générale has received the title of managing agent under this Agreement; however, such designations are solely to give each of RBC Capital Markets, Fleet National Bank, SunTrust Bank, Wachovia Bank, National Association, BNP Paribas and Société Générale its respective title and each of RBC Capital Markets, Fleet National Bank, SunTrust Bank, Wachovia Bank, National Association, BNP Paribas and Société Générale has no duties, responsibilities, functions, obligations or liabilities, implied or otherwise, under the Loan Documents solely as a result of being so designated as a syndication agent, a documentation agent or a managing agent, respectively.

10.3 Nature of Duties; Independent Credit Investigation.

The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or otherwise exist. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement except as expressly set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender expressly acknowledges (i) that the Agent has not made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of any of the Loan Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender; (ii) that it has made and will continue to make, without reliance upon the Agent, its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each of the Loan Parties in connection with this

Agreement and the making and continuance of the Loans hereunder; and (iii) except as expressly provided herein, that the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of any Loan or at any time or times thereafter.

10.4 Actions in Discretion of Agent; Instructions From the Lenders.

The Agent agrees, upon the written request of the Required Lenders, to take or refrain from taking any action of the type specified as being within the Agent’s rights, powers or discretion herein, provided that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable Law. In the absence of a request by the Required Lenders, the Agent shall have authority, in its sole discretion, to take or not to take any such action, unless this Agreement specifically requires the consent of the Required Lenders or all of the Lenders. Any action taken or failure to act pursuant to such instructions or discretion shall be binding on the Lenders, subject to Section 10.6 [Exculpatory Provisions, Etc.]. Subject to the provisions of Section 10.6, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders, or in the absence of such instructions, in the absolute discretion of the Agent.

10.5 Reimbursement and Indemnification of Agent by the Borrower.

The Borrower unconditionally agrees to pay or reimburse the Agent and hold the Agent harmless against (a) liability for the payment of all reasonable out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel (including the out-of-pocket expenses of staff counsel), appraisers and environmental consultants, incurred by the Agent (i) in connection with the development, negotiation, preparation, printing, execution, administration, syndication, interpretation and performance of this Agreement and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents pursuant to the provisions hereof, (iii) in connection with the enforcement of this Agreement or any other Loan Document or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (iv) in any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Agent hereunder or thereunder, provided that the Borrower shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements if the same results from the Agent’s gross negligence or willful misconduct, or if the Borrower was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrower shall remain liable to the extent such failure to give notice does not result in a loss to the Borrower), or if the same

results from a compromise or settlement agreement entered into without the consent of the Borrower, which shall not be unreasonably withheld. In addition, the Borrower agrees to reimburse and pay all reasonable out-of-pocket expenses of the Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

10.6 Exculpatory Provisions; Limitation of Liability.

Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Lender for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Lenders to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Lender, the Agent or any of their respective Subsidiaries against the Agent, any Lender or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the Agent and each Lender hereby waive, releases and agree never to sue upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or given to the Agent for the account of or with copies for the Lenders, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Lender with an credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Loan Parties which may come into the possession of the Agent or any of its directors, officers, employees, agents, attorneys or Affiliates.

10.7 Reimbursement and Indemnification of Agent by Lenders.

Each Lender agrees to reimburse and indemnify the Agent (to the extent required to be, but not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of

appraisers and environmental consultants, of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Agent’s gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower to the Agent in connection with the Agent’s periodic audit of the Loan Parties’ books, records and business properties.

10.8 Reliance by Agent.

The Agent shall be entitled to rely upon any writing, telegram, telex or teletype message, resolution, notice, consent, certificate, letter, cablegram, statement, order or other document or conversation by telephone or otherwise believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon the advice and opinions of counsel and other professional advisers selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

10.9 Notice of Default.

The Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Default or Event of Default unless the Agent has received written notice from a Lender or the Borrower or any other Loan Party referring to this Agreement, describing such Potential Default or Event of Default and stating that such notice is a “notice of default”.

10.10 Notices.

The Agent shall promptly send to each Lender a copy of all notices received from the Borrower or any other Loan Party pursuant to the provisions of this Agreement or the other Loan Documents promptly upon receipt thereof. The Agent shall promptly notify the Borrower and the other Lenders of each change in the Base Rate and the effective date thereof.

10.11 Lenders in Their Individual Capacities; Agent in its Individual Capacity.

With respect to its Revolving Credit Commitment, the Revolving Credit Loans, the Term Loan Commitment and the Term Loan made by it and any other rights and powers given to it as a Lender hereunder or under any of the other Loan Documents, the Agent shall have

the same rights and powers hereunder as any other Lender and may exercise the same as though it were not the Agent, and the term “Lender” and “Lenders” shall, unless the context otherwise indicates, include the Agent in its individual capacity. PNC Bank and its Affiliates and each of the Lenders and their respective Affiliates may, without liability to account, except as prohibited herein, make loans to, issue letters of credit for the account of, acquire equity interests in, accept deposits from, discount drafts for, act as trustee under indentures of, and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with, the Loan Parties and their Affiliates, in the case of the Agent, as though it were not acting as Agent hereunder and in the case of each Lender, as though such Lender were not a Lender hereunder, in each case without notice to or consent of the other Lenders. The Lenders acknowledge that, pursuant to such activities, the Agent or its Affiliates may (i) receive information regarding the Loan Parties or any of their Subsidiaries or Affiliates (including information that may be subject to confidentiality obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and acknowledge that the Agent shall be under no obligation to provide such information to them, and (ii) accept fees and other consideration from the Loan Parties for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

10.12 Holders of Notes.

The Agent may deem and treat any payee of any Note as the owner thereof for all purposes hereof unless and until written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

10.13 Equalization of Lenders.

The Lenders and the holders of any participations in any Notes agree among themselves that, with respect to all amounts received by any Lender or any such holder for application on any Obligation hereunder or under any Note or under any such participation, whether received by voluntary payment, by realization upon security, by the exercise of the right of set-off or banker’s lien, by counterclaim or by any other non-pro rata source, equitable adjustment will be made in the manner stated in the following sentence so that, in effect, all such excess amounts will be shared ratably among the Lenders and such holders in proportion to their interests in payments under the Notes, except as otherwise provided in Section 4.4.3 [Agent’s and Lender’s Rights], 5.4.2 [Replacement of a Lender] or 5.6 [Additional Compensation in Certain Circumstances]. The Lenders or any such holder receiving any such amount shall purchase for cash from each of the other Lenders an interest in such Lender’s Loans in such amount as shall result in a ratable participation by the Lenders and each such holder in the aggregate unpaid amount under the Notes, provided that if all or any portion of such excess amount is thereafter recovered from the Lender or the holder making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by law (including court order) to be paid by the Lender or the holder making such purchase.

10.14 Successor Agent.

The Agent (i) may resign as Agent or (ii) shall resign if such resignation is requested by the Required Lenders (if the Agent is a Lender, the Agent’s Loans and its Commitment shall be considered in determining whether the Required Lenders have requested such resignation) or required by Section 5.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days’ prior written notice to the Borrower. If the Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent’s notice to the Lenders of its resignation, then the Agent shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor agent who shall serve as Agent until such time as the Required Lenders appoint and the Borrower consents to the appointment of a successor agent. Upon its appointment pursuant to either clause (a) or (b) above, such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 10 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.

10.15 Agent’s Fee.

The Borrower shall pay to the Agent a nonrefundable fee (the “Agent’s Fee”) under the terms of a letter (the “Agent’s Letter”) between the Borrower and Agent, as amended from time to time.

10.16 Availability of Funds.

The Agent may assume that each Lender has made or will make the proceeds of a Loan available to the Agent unless the Agent shall have been notified by such Lender on or before the later of (1) the close of Business on the Business Day preceding the Borrowing Date with respect to such Loan or two (2) hours before the time on which the Agent actually funds the proceeds of such Loan to the Borrower (whether using its own funds pursuant to this Section 10.16 or using proceeds deposited with the Agent by the Lenders and whether such funding occurs before or after the time on which Lenders are required to deposit the proceeds of such Loan with the Agent). The Agent may, in reliance upon such assumption (but shall not be required to), make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such amount on demand from such Lender (or, if such Lender fails to pay such amount forthwith upon such demand from the Borrower) together with interest thereon, in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on the date the Agent recovers such amount, at a rate per annum equal to (i) the Federal Funds Effective Rate during the first three (3) days after such interest shall begin to accrue and (ii) the applicable interest rate in respect of such Loan after the end of such three-day period.

10.17 Calculations.

In the absence of gross negligence or willful misconduct, the Agent shall not be liable for any error in computing the amount payable to any Lender whether in respect of the Loans, fees or any other amounts due to the Lenders under this Agreement. In the event an error in computing any amount payable to any Lender is made, the Agent, the Borrower, and each affected Lender shall, forthwith upon discovery of such error, make such adjustments as shall be required to correct such error, and any compensation therefor will be calculated at the Federal Funds Effective Rate.

10.18 No Reliance on Agent’s Customer Identification Program.

Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (1) any identity verification procedures, (2) any recordkeeping, (3) comparisons with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other Laws.

10.19 Beneficiaries.

Except as expressly provided herein, the provisions of this Section 10 are solely for the benefit of the Agent and the Lenders, and the Loan Parties shall not have any rights to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any of the Loan Parties.

11. MISCELLANEOUS

11.1 Modifications, Amendments or Waivers.

With the written consent of the Required Lenders, the Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such

written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that, without the written consent of all the Lenders, no such agreement, waiver or consent may be made which will:

11.1.1 Increase of Commitment; Extension of Expiration Date.

Increase the amount of the Revolving Credit Commitment or Term Loan Commitment of any Lender hereunder or extend the Expiration Date or the Term Loan Maturity Date;

11.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.

Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan or any Reimbursement Obligation (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, or otherwise affect the terms of payment of the principal of or interest of any Loan, the Commitment Fee or any other fee payable to any Lender;

11.1.3 Release of Collateral or Guarantor.

Except for sales of assets permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiary or substantially all of the assets of any Loan Party, any Guarantor from its Obligations under the Guaranty Agreement or Parent Guaranty Agreement or any other security for any of the Loan Parties’ Obligations; or

11.1.4 Miscellaneous.

Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.6 [Exculpatory Provisions, Etc.] or 10.13 [Equalization of Lenders] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders, change the definition of Required Lenders, or change any requirement providing for the Lenders or the Required Lenders to authorize the taking of any action hereunder;

provided, further, that no agreement, waiver or consent which would modify the interests, rights or obligations of the Agent in its capacity as Agent or as the issuer of Letters of Credit shall be effective without the written consent of the Agent.

11.2 No Implied Waivers; Cumulative Remedies; Writing Required.

No course of dealing and no delay or failure of the Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan

Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of any Lender of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

11.3 Reimbursement and Indemnification of Lenders by the Borrower; Taxes.

The Borrower agrees unconditionally upon demand to pay or reimburse to each Lender (other than the Agent, as to which the Borrower’s Obligations are set forth in Section 10.5 [Reimbursement and Indemnification of Agent by the Borrower]) and to save such Lender harmless against (i) liability for the payment of all reasonable out-of-pocket costs, expenses and disbursements (including fees and expenses of counsel (including out-of-pocket expenses of staff counsel) for each Lender except with respect to (a) and (b) below), incurred by such Lender (a) in connection with the administration and interpretation of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (d) in any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Lender, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by such Lender hereunder or thereunder, provided that the Borrower shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (A) if the same results from such Lender’s gross negligence or willful misconduct, or (B) if the Borrower was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrower shall remain liable to the extent such failure to give notice does not result in a loss to the Borrower), or (C) if the same results from a compromise or settlement agreement entered into without the consent of the Borrower, which shall not be unreasonably withheld. The Lenders will attempt to minimize the fees and expenses of legal counsel for the Lenders which are subject to reimbursement by the Borrower hereunder by considering the usage of one law firm to represent the Lenders and the Agent if appropriate under the circumstances. The Borrower agrees unconditionally to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower agrees unconditionally to save the Agent and the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions.

11.4 Holidays.

Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods] with respect to Interest Periods under the Euro-Rate Option) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

11.5 Funding by Branch, Subsidiary or Affiliate.

11.5.1 Notional Funding.

Each Lender shall have the right from time to time, without notice to the Borrower, to deem any branch, Subsidiary or Affiliate (which for the purposes of this Section 11.5 shall mean any corporation or association which is directly or indirectly controlled by or is under direct or indirect common control with any corporation or association which directly or indirectly controls such Lender) of such Lender to have made, maintained or funded any Loan to which the Euro-Rate Option applies at any time, provided that immediately following (on the assumption that a payment were then due from the Borrower to such other office), and as a result of such change, the Borrower would not be under any greater financial obligation pursuant to Section 5.6 [Additional Compensation in Certain Circumstances] than it would have been in the absence of such change. Notional funding offices may be selected by each Lender without regard to such Lender’s actual methods of making, maintaining or funding the Loans or any sources of funding actually used by or available to such Lender.

11.5.2 Actual Funding.

Each Lender shall have the right from time to time to make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such Lender to make or maintain such Loan subject to the last sentence of this Section 11.5.2. If any Lender causes a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder, all terms and conditions of this Agreement shall, except where the context clearly requires otherwise, be applicable to such part of the Loans to the same extent as if such Loans were made or maintained by such Lender, but in no event shall any Lender’s use of such a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder cause such Lender or such branch, Subsidiary or Affiliate to incur any cost or expenses payable by the Borrower hereunder or require the Borrower to pay any other compensation to any Lender (including any expenses incurred or payable pursuant to Section 5.6 [Additional Compensation in Certain Circumstances]) which would otherwise not be incurred.

11.6 Notices.

Any notice, request, demand, direction or other communication (for purposes of this Section 11.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a “Website Posting”) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 11.6) in accordance with this Section 11.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Schedule 1.1(B) hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 11.6. Any Notice shall be effective:

(i) In the case of hand-delivery, when delivered;

(ii) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(iii) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or overnight courier delivery of a confirmatory notice (received at or before noon on such next Business Day);

(iv) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(v) In the case of electronic transmission, when actually received;

(vi) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such web site) by another means set forth in this Section 11.6; and

(vii) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to a Loan Party shall concurrently send a copy thereof to the Agent, and the Agent shall promptly notify the other Lenders of its receipt of such Notice.

11.7 Severability.

The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such

provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

11.8 Governing Law.

Each Letter of Credit and Section 2.9 [Letter of Credit Subfacility] shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be revised or amended from time to time, and to the extent not inconsistent therewith, the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles, and the balance of this Agreement shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

11.9 Prior Understanding.

This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

11.10 Duration; Survival.

All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the making of Loans and issuance of Letters of Credit and shall not be waived by the execution and delivery of this Agreement, any investigation by the Agent or the Lenders, the making of Loans, issuance of Letters of Credit, or payment in full of the Loans. All covenants and agreements of the Loan Parties contained in Sections 8.1 [Affirmative Covenants], 8.2 [Negative Covenants] and 8.3 [Reporting Requirements] herein shall continue in full force and effect from and after the date hereof so long as the Borrower may borrow or request Letters of Credit hereunder and until termination of the Commitments and payment in full of the Loans and expiration or termination of all Letters of Credit. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 5 [Payments] and Sections 10.5 [Reimbursement of Agent by Borrower, Etc.], 10.7 [Reimbursement of Agent by Lenders, Etc.] and 11.3 [Reimbursement of Lenders by Borrower; Etc.], shall survive payment in full of the Loans, expiration or termination of the Letters of Credit and termination of the Commitments.

11.11 Successors and Assigns.

(i) This Agreement shall be binding upon and shall inure to the benefit of the Lenders, the Agent, the Loan Parties and their respective successors and assigns, except that none of the Loan Parties may assign or transfer any of its rights and Obligations hereunder or

any interest herein. Each Lender may, at its own cost, make assignments of or sell participations in all or any part of its Commitments and the Loans made by it to one or more banks or other entities, subject to the consent of the Borrower and the Agent with respect to any assignee, such consent not to be unreasonably withheld, provided that (1) no consent of the Borrower shall be required (A) if an Event of Default exists and is continuing, or (B) in the case of an assignment by a Lender to an Affiliate of such Lender, and (2) any assignment by a Lender to a Person other than an Affiliate of such Lender may not be made in amounts less than the lesser of $1,000,000 or the amount of the assigning Lender’s Commitment. In the case of an assignment, upon receipt by the Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Lender hereunder, the Commitments shall be adjusted accordingly, and upon surrender of any Note subject to such assignment, the Borrower shall execute and deliver a new Note to the assignee in an amount equal to the amount of the Revolving Credit Commitment or Term Loan assumed by it and a new Revolving Credit Note or Term Note to the assigning Lender in an amount equal to the Revolving Credit Commitment or Term Loan retained by it hereunder. Any Lender which assigns any or all of its Commitment or Loans to a Person other than an Affiliate of such Lender shall pay to the Agent a service fee in the amount of $3,500 for each assignment. In the case of a participation, the participant shall only have the rights specified in Section 9.2.3 [Set-off] (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in Sections 11.1.1 [Increase of Commitment, Etc.], 11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of Collateral or Guarantor]), all of such Lender’s obligations under this Agreement or any other Loan Document shall remain unchanged, and all amounts payable by any Loan Party hereunder or thereunder shall be determined as if such Lender had not sold such participation.

(ii) Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to the Borrower and the Agent the form of certificate described in Section 11.17.1 [Tax Withholding Clause] relating to federal income tax withholding. Each Lender may furnish any publicly available information concerning any Loan Party or its Subsidiaries and any other information concerning any Loan Party or its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree to be bound by the provisions of Section 11.12 [Confidentiality].

(iii) Notwithstanding any other provision in this Agreement, any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement, its Note and the other Loan Documents to any Federal Reserve Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent of the Borrower or the Agent. No such pledge or grant of a security interest shall release the transferor Lender of its obligations hereunder or under any other Loan Document.

11.12 Confidentiality.

11.12.1 General.

The Agent and the Lenders each agree to keep confidential all information obtained from any Loan Party or its Subsidiaries which is nonpublic and confidential or proprietary in nature (including any information the Borrower specifically designates as confidential), except as provided below, and to use such information only in connection with their respective capacities under this Agreement and the other Loan Documents and for the purposes contemplated hereby. The Agent and the Lenders shall be permitted to disclose such information (i) to outside legal counsel, accountants and other professional advisors who need to know such information subject to agreement of such Persons to maintain the confidentiality, (ii) to assignees and participants as contemplated by Section 11.11, and prospective assignees and participants, (iii) to any other party to this Agreement, (iv) to the extent requested by any bank regulatory authority or, with notice to the Borrower, as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement, (v) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, or (vi) if the Borrower shall have consented to such disclosure.

11.12.2 Sharing Information With Affiliates of the Lenders.

Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender (including, without limitation, to any directors, officers, employees, and agents of such Subsidiary or Affiliate of such Lender), it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of Section 11.12.1 as if it were a Lender hereunder. Such Authorization shall survive the repayment of the Loans and other Obligations and the termination of the Commitments.

11.13 Counterparts.

This Agreement may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.

11.14 Agent’s or Lender’s Consent.

Whenever the Agent’s or any Lender’s consent is required to be obtained under this Agreement or any of the other Loan Documents as a condition to any action, inaction,

condition or event, the Agent and each Lender shall be authorized to give or withhold such consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral, the payment of money or any other matter.

11.15 Exceptions.

The representations, warranties and covenants contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be an exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions be deemed to permit any action or omission that would be in contravention of applicable Law.

11.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 11.6 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

11.17 Certifications From Lenders and Participants

11.17.1 Tax Withholding.

Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of the Agent, each other Lender or assignee or participant of a Lender) agrees that it will deliver to each of the Borrower and the Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under § 1.1441-1(c)(16) of the Income Tax Regulations (the “Regulations”)) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code

or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

11.17.2 USA Patriot Act.

Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United states or foreign county, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot Act.

11.18 Joinder of Guarantors.

Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 [First Loans] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and

perfect Prior Security Interests to the Agent for the benefit of the Lenders in all Collateral held by such Subsidiary so long as a Security Event has occurred. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Agent within five (5) Business Days after the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation.

11.19 Limitation on Recourse to General Partner.

Except as set forth below, the Agent and the Lenders shall not look to the General Partner for the payment of the Obligations and the performance of the Loan Parties’ (or the Parent’s) other obligations hereunder and under the other Loan Documents; provided, however, that the Agent and the Lenders shall have the right to look to the General Partner on a joint and several basis for, and the General Partner on a joint and several basis shall indemnify, and hold harmless, the Agent and the Lenders from, any loss, damage, liability, claim, cost or expense (including reasonable attorneys’ fees) that the Agent or any Lender may incur as a result of and to the extent caused by (i) any representation or warranty made by the Parent, any Loan Party, or the General Partner herein or in any other Loan Document or in any certificate, schedule, statement, report, notice or other writing furnished or made to the Agent or the Lenders in connection with the transactions contemplated by this Agreement is untrue in any material respect, or (ii) any misappropriation of assets, rights, rents, profits, issues, income or other properties or revenues of the Parent, the Borrower or any of its Subsidiaries by the General Partner.

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.


BORROWER

PENN VIRGINIA OPERATING CO., LLC

By:	/s/	(SEAL)
Name:	Nancy M. Snyder
Title:	Vice President

GUARANTORS

PENN VIRGINIA RESOURCE PARTNERS, L.P.

By: Penn Virginia Resource GP, LLC, its sole general partner

By :	/s/	(SEAL)
Name:
Title:

CANTERA CHEROKEE GAS PROCESSING, LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


CANTERA GAS COMPANY

By:	/s/	(SEAL)
Name:
Title:

CANTERA GAS PROCESSING, LLC

By:	/s/	(SEAL)
Name:
Title:

CANTERA GAS RESOURCES, LLC

By:	/s/	(SEAL)
Name:
Title:

CANTERA HAMLIN I, LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


CANTERA HAMLIN II, LLC

By:	/s/	(SEAL)
Name:
Title:

CANTERA HAMLIN, LP

By: Cantera Hamlin I, LLC, a general partner

By:	/s/	(SEAL)
Name:
Title:

CANTERA HYDROCARBONS, LLC

By:	/s/	(SEAL)
Name:
Title:

CANTERA LAVERNE GAS PROCESSING, LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


CANTERA NATURAL GAS GATHERING, LLC

By:	/s/	(SEAL)
Name:
Title:

CANTERA OKLAHOMA NATURAL GAS GATHERING, LLC

By:	/s/	(SEAL)
Name:
Title:

CONNECT ENERGY SERVICES, LLC

By:	/s/	(SEAL)
Name:
Title:

FIELDCREST RESOURCES LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


K RAIL LLC

By:	/s/	(SEAL)
Name:
Title:

LOADOUT LLC

By:	/s/	(SEAL)
Name:
Title:

PVR MIDSTREAM LLC

By:	/s/	(SEAL)
Name:
Title:

SUNCREST RESOURCES LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


WISE LLC

By:	/s/	(SEAL)
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


LENDERS

BNP PARIBAS, individually and as Managing Agent

By:		/s/
Name:
Title:

By:		/s/
Name:
Title:

BRANCH BANKING & TRUST COMPANY

By:		/s/
Name:
Title:

COMERICA BANK

By:		/s/
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


FLEET NATIONAL BANK, individually and as Documentation Agent

By:		/s/
Name:
Title:

FORTIS CAPITAL CORP.

By:		/s/
Name:
Title:

By:		/s/
Name:
Title:

JPMORGAN CHASE

By:		/s/
Name:
Title:

PNC BANK, NATIONAL ASSOCIATION, individually and as Agent

By:		/s/
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


ROYAL BANK OF CANADA

By:		/s/
Name:
Title:

SOCIÉTÉ GÉNÉRALE, individually and as Managing Agent

By:		/s/
Name:
Title:

SOUTHWEST BANK OF TEXAS

By:		/s/
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED CREDIT AGREEMENT]


SUNTRUST BANK, individually and as Documentation Agent

By:		/s/
Name:
Title:

WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent

By:		/s/
Name:
Title:

SCHEDULE 1.1(A)

Pricing Grid-Variable pricing and Fees Based on Leverage Ratio


Level	Leverage Ratio	Euro-Rate Margin (Revolving Credit and Term Loan)		Base Rate Margin (Revolving Credit and Term Loan)		Commitment Fee		Applicable Letter of Credit Fee
I	Less than or equal to 2.00 to 1.00	1.00	%	.00	%	.375	%	1.00	%

II	Greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00	1.25	%	.25	%	.375	%	1.25	%

III	Greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00	1.50	%	.50	%	.50	%	1.50	%

IV	Greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00	1.75	%	.75	%	.50	%	1.75	%

V	Greater than 3.50 to 1.00	2.00	%	1.00	%	.50	%	2.00	%

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders

Lender

Amount of
Commitment for
Revolving

Credit Loans

Amount of
Commitment for
Term Loans

Commitment

Ratable Share

Name:

BNP Paribas

11,538,461.54

8,461,538.46

20,000,000

7 ###-###-####

Address:

Suite 3100

1200 Smith Street

Houston, Texas 77002

Attention:

Mark Cox

Telephone:

(713) 982-1100

Telecopy:

(713) 659-6915

Loan Operations

Address:

919 Third Avenue

New York, New York 10022

Attention:

Cory Lantin

Telephone:

(212) 471-6331

Telecopy:

(212) 841-2683

Email:

***@***

Name:

Branch Banking

and Trust Company

10,961,538.46

8,038,461.54

19,000,000

7.307692308

Address:

233 Wyndale Road

Abingdon,

Virginia 24210

Attention:

Hugh Ferguson

Telephone:

(276) 739-7955

Telecopy:

(276) 739-7958

Email:

***@***

Administrative Contact

Address:

233 Wyndale Road

Abingdon, Virginia 24210

Attention:

Suzanne Lee

Telephone:

(276) 739-7950

Telecopy:

(276) 739-7958

Email:

***@***

SCHEDULE 1.1(B) - 1

Lender

Amount of
Commitment for
Revolving

Credit Loans

Amount of
Commitment for
Term Loans

Commitment

Ratable Share

Name:

Comerica Bank

8,653,846.15

6,346,153.85

15,000,000

5 ###-###-####

Address:

910 Louisiana, Suite 410

Houston, Texas 77002

Attention:

Huma Vadgama

Telephone:

(713) 220-5615

Telecopy:

(713) 220-5651

Email:

***@***

Administrative Contact

Address:

39200 Six Mile Road

Livonia, Michigan 48152

Attention:

Anna L. Cheney

Telephone:

(734) 632-3052

Telecopy:

(734) 632-2993

***@***

Name:

Fleet National Bank

15,576,923.08

11,423,076.92

27,000,000

10 ###-###-####

Address:

MA5-100-09-08 100 Federal Street

Boston, Massachusetts 02110

Attention:

Michael Brochetti

Telephone:

(617) 434-3017

Telecopy:

(617) 434-3652

Email:

***@***

Administrative Contact

Address:

MA5-100-10-01

100 Federal Street

Boston, Massachusetts 02110

Attention:

Bukola Ajanaku

Telephone:

(617) 434-3340

Telecopy:

(617) 434-7559

Email:

***@***

Name:

Fortis Capital Corp.

10,961,538.46

8,038,461.54

19,000,000

7.307692308

Address:

Suite 1400

15455 North Dallas Parkway

Addison, Texas 75001

Attention:

Casey Lowary

Telephone:

(214) 953-9308

Telecopy:

(214) 754-5981

Email:

***@***

Administrative Contact

Address:

Attention:

Sharon Hill-Bryant

Telephone:

(203) 705-5792

Telecopy:

(203) 705-5898

Email:

***@***

SCHEDULE 1.1(B) - 2

Lender

Amount of
Commitment for
Revolving

Credit Loans

Amount of
Commitment for
Term Loans

Commitment

Ratable Share

Name

JP Morgan Chase Bank, N.A.

10,961,538.46

8,038,461.54

19,000,000

7.307692308

Address:

Mail Stop: TX2-4375

910 Travis Street

Houston, Texas 77002

Attention:

Jeanie Gonzalez

Telephone:

(713) 751-6174

Telecopy:

(713) 751-3982

Email:

***@***

Loan Operations

Address:

Suite IL1-0010

131 S. Dearborn - 5th Floor

Chicago, Illinois 60603

Attention:

Victor Perez

Telephone:

(312) 385-7066

Telecopy:

(312) 385-7095

Email:

***@***

Name:

PNC Bank, National Association

16,153,846.15

11,846,153.85

28,000,000

10 ###-###-####

Address:

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222

Attention:

Christopher N. Moravec

Telephone:

(412) 762-2540

Telecopy:

(412) 762-2571

Email:

***@***

Administrative Contact

Address:

Firstside Center, 4th Floor

500 First Avenue

Pittsburgh, Pennsylvania 15219

Attention:

Rini Davis

Telephone:

(412) 762-7638

Telecopy:

(412) 762-8672

Email:

***@***

Name:

Royal Bank of Canada

16,153,846.15

11,846,153.85

28,000,000

10 ###-###-####

Address:

5700 Williams Tower

2800 Post Oak Boulevard

Houston, Texas 77056

Attention:

Jason York

Telephone:

(713) 403-5679

Telecopy:

(713) 403-5624

Email:

***@***

Operations

Address:

One Liberty Plaza, 3rd Floor

New York, New York 10006

Attention:

Compton Singh

Telephone:

(212) 428-6332

Telecopy:

(212) 428-2372

Email:

***@***

SCHEDULE 1.1(B) - 3

Lender

Amount of
Commitment for
Revolving

Credit Loans

Amount of
Commitment for
Term Loans

Commitment

Ratable Share

Name:

Société Générale

11,538,461.54

8,461,538.46

20,000,000

7 ###-###-####

Address:

1111 Bagby, Suite 2020

Houston, Texas 77002

Attention:

Elena Robciuc

Telephone:

(713) 759-6316

Telecopy:

(713) 650-0824

Email:

***@***

Administrative Contact

Address:

560 Lexington Avenue

New York, New York 10022

Attention:

Nancy Kui

Telephone:

(212) 278-6164

Telecopy:

(212) 278-7490

Email:

***@***

Name:

Southwest Bank of Texas

6,346,153.85

4,653,846.15

11,000,000

4.230769231

Address:

Suite 404

4400 Post Oak Parkway

Houston, Texas 77027

Attention:

W. Bryan Chapman

Telephone:

(713) 232-2026

Telecopy:

(713) 561-0345

Email:

***@***

Administrative Contact

Address:

Suite 404

4400 Post Oak Parkway

Houston, Texas 77027

Attention:

Dana Chargois

Telephone:

(713) 232-6395

Telecopy:

(713) 693-7467

Email:

***@***

Name:

SunTrust Bank

15,576,923.08

11,423,076.92

27,000,000

10 ###-###-####

Address:

10th Floor; Mail Code: 1929

303 Peachtree Street

Atlanta, Georgia 30308

Attention:

Joe McCreery

Telephone:

(404) 532-0274

Telecopy:

(404) 827-6270

Email:

***@***

Administrative Contact

Address:

10th Floor; Mail Code: 1929

303 Peachtree Street

Atlanta, Georgia 30308

Attention:

Tina Marie Edwards

Telephone:

(404) 588-8660

Telecopy:

(404) 230-1940

Email:

***@***

SCHEDULE 1.1(B) - 4

Lender

Amount of
Commitment for
Revolving

Credit Loans

Amount of
Commitment for
Term Loans

Commitment

Ratable Share

Name:

Wachovia Bank, N.A.

15,576,923.08

11,423,076.92

27,000,000

10 ###-###-####

Address:

Mailcode: VA7440

201 S. Jefferson Street

Roanoke, Virginia 24011

Attention:

Jonathan R. Richardson

Telephone:

(540) 563-7691

Telecopy:

(540) 563-6320

Email:

***@***

Administrative Contact

Address:

Mailcode: NC1183

201 S. College Street

Charlotte, NC ###-###-####

Attention:

Roshenna Smith

Telephone:

(704) 374-6171

Telecopy:

(704) 715-0099

Email:

***@***

TOTAL

150,000,000

110,000,000

260,000,000

100

SCHEDULE 1.1(B) - 5

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 2 - Addresses for Notices to Borrower and Guarantors:


AGENT:

Name		PNC BANK, NATIONAL ASSOCIATION
Address:		P1-POPP-03-3 One PNC Plaza - 3rd Floor 249 Fifth Avenue
		Pittsburgh, Pennsylvania ###-###-####
Attention:		Christopher N. Moravec, Senior Vice President
Telephone:		(412) 762-2540
Telecopy:		(412) 762-2571
Email:		*@*

BORROWER:

Name		PENN VIRGINIA OPERATING CO., LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

GUARANTORS:

Name		PENN VIRGINIA RESOURCE PARTNERS, L.P.
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 6


Name		CANTERA CHEROKEE GAS PROCESSING, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA GAS COMPANY
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA GAS PROCESSING, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA GAS RESOURCES, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 7


Name		CANTERA HAMLIN I, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA HAMLIN II, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA HAMLIN, LP
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA HYDROCARBONS, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 8


Name		CANTERA LAVERNE GAS PROCESSING, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA NATURAL GAS GATHERING, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CANTERA OKLAHOMA NATURAL GAS GATHERING, LLC
Address:		Three Radnor Corporate Center - Suite 230
		100 Matsonford Road
		Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		CONNECT ENERGY SERVICES, LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 9


Name		FIELDCREST RESOURCES LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		K RAIL LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		LOADOUT LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		PVR MIDSTREAM LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 10


Name		SUNCREST RESOURCES LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

Name		WISE LLC
Address:		Three Radnor Corporate Center - Suite 230 100 Matsonford Road Radnor, Pennsylvania 19087
Attention:		Frank A. Pici, Vice President and Chief Financial Officer
Telephone:		(610) 687-8900
Telecopy:		(610) 687-3688
Email:		*@*

SCHEDULE 1.1(B) - 11