Exhibit 10.3


Execution Form


SECOND AMENDMENT TO
 AMENDED AND RESTATED CREDIT AGREEMENT


          This Second
Amendment to Amended and Restated Credit Agreement (this “Amendment”)
dated as of December 15, 2005 (the “Effective Date”), is by and
among PENN VIRGINIA CORPORATION, a Virginia corporation (the
“Borrower”), the Lenders (as defined in the Credit Agreement
referred to below) party hereto, and JPMORGAN CHASE BANK, N.A. (successor by
merger to Bank One, N.A. (Main Office Chicago)) (the “Administrative
Agent”).


R E C I T A L S:


          WHEREAS, the
Borrower, each Lender then a party, the Administrative Agent, the other agents
party thereto, and the LC Issuer have heretofore entered into that certain
Amended and Restated Credit Agreement dated as of December 4, 2003, as amended
by that certain Consent and First Amendment to Amended and Restated Credit
Agreement dated as of December 29, 2004, and as otherwise amended,
supplemented or modified from time to time prior to the Effective Date (the
“Credit Agreement”), pursuant to which the Lenders have agreed to make
revolving credit loans to, and participate in letters of credit issued for, the
benefit of the Borrower under the terms and provisions stated therein;
and


          WHEREAS, the Borrower, the Administrative Agent and each Lender have determined that, in connection with the regularly scheduled Fall 2005 redetermination of the Borrowing Base, the Borrowing Base should be increased to $300,000,000; and


          WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement and permit the Administrative Agent to enter into certain amendments to other Loan Documents as more particularly set forth below, subject to the terms and conditions set forth in the Credit Agreement as amended hereby; and


          WHEREAS, subject to the terms and conditions of this Amendment, each of the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment in order to effectuate such amendments and modifications to the Credit Agreement and the other Loan Documents;


          NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


          Section
1.          Definitions. 
Capitalized terms used in this Amendment, to the extent not otherwise defined
herein, shall have the same meaning as in the Credit Agreement.


          Section
2.          Amendments to
Credit Agreement.  The Credit Agreement is hereby amended as
follows:

	
  
 
  	
  
          (a)          The   definition of “Commitment” in Section 1.1 of the Credit Agreement is hereby   amended and restated in its entirety to provide as follows:
  










	
   
  	
  
          
          “Commitment”
means, for each Lender, the obligation of such Lender to make Loans to, and
participate in Facility LCs issued upon the application of, the Borrower in an
aggregate amount not exceeding the amount set forth opposite such Lender’s
name on the Commitment Schedule, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.”
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          The   following definition of “Commitment Schedule” is hereby inserted in its   alphabetically appropriate place in Section 1.1 of the Credit Agreement:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            
          “Commitment
Schedule” means the Schedule attached hereto identified as
such.”
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          The   definition of “Facility Termination Date” in Section 1.1 of the Credit   Agreement is hereby amended and restated in its entirety to provide as   follows:
  
	
   
  	
  
 
  
	
  
 
  	
  
            
          “Facility
Termination Date” means December 4, 2010.”
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (d)          The   Credit Agreement is hereby further amended by (i) inserting as the Commitment   Schedule to the Credit Agreement the text contained in Annex 1 attached to   this Amendment and (ii) deleting from the signature page of each Lender the   stated amount of each Lender’s Commitment set forth thereon (and each such   Commitment set forth thereon shall cease to be effective from and after the   Effective Date).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)          The   Credit Agreement is hereby further amended by deleting the existing Pricing   Schedule attached to the Credit Agreement and inserting in its place as the   new Pricing Schedule to the Credit Agreement the text contained in Annex 2   attached to this Amendment.
  




          Section
3.          Conditions
Precedent.  The effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:


	
  
 
  	
  
          (a)          Executed
Amendment.  The Administrative Agent shall have received a counterpart of
this Amendment duly executed by the Borrower, the Administrative Agent, the LC
Issuer and each Lender.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          Notes. 
The Administrative Agent shall have received a Note on behalf each Lender that
has requested a Note pursuant to Section 2.13 payable to the order of each such
requesting Lender.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          Mortgage   Amendments.  The Administrative   Agent shall have received an amendment to each Mortgage in form and substance   satisfactory to the Administrative Agent, duly completed, executed and   delivered by PVA Oil & Gas or PVA Texas, as applicable, in a sufficient   number of counterparts for recording, if necessary, and all documents and   instruments required by law or reasonably requested by the Administrative   Agent with respect to such amendment to the Mortgage (or the underlying   Mortgage).
  




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          (d)          Pledge   Amendments.  The Administrative   Agent shall have received from each Pledgor an amendment or supplement to   each existing Pledge Agreement substantially in the form of Exhibit A   attached hereto duly executed and delivered by each such Pledgor.
  
	
   
  	
  
 
  
	
  
 
  	
  
          (e)          Legal   Opinions. The Administrative Agent shall have received the written legal   opinion of (i) Nancy M. Snyder, Esq., as general counsel to Borrower and the   Guarantors, and (ii) Vinson & Elkins L.L.P., as special counsel to   Borrower and the Guarantors, each of which shall be addressed to the   Administrative Agent, the LC Issuer and the Lenders and shall be in form and   substance satisfactory to the Administrative Agent.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f)          Other Conditions.    The Borrower shall have confirmed and acknowledged to the   Administrative Agent, the LC Issuer and the Lenders, and by its execution and   delivery of this Amendment the Borrower does hereby confirm and acknowledge   to the Administrative Agent and the Lenders, that (i) the execution, delivery   and performance of this Amendment has been duly authorized by all requisite   corporate action on the part of the Borrower; (ii) the Credit Agreement and   each other Loan Document to which it is a party constitute valid and legally   binding agreements enforceable against the Borrower in accordance with their   respective terms, except as such enforceability may be limited by bankruptcy,   insolvency, reorganization, moratorium, fraudulent transfer or other similar   laws relating to or affecting the enforcement of
creditors’ rights generally   and by general principles of equity; (iii) the representations and warranties   made by the Borrower or any other Loan Party contained in the Credit   Agreement and in the other Loan Documents are true and correct on and as of   the date hereof in all material respects as though made as of the date   hereof; and (iv) no Default or Unmatured Default exists under the Credit   Agreement or any of the other Loan Documents.
  



          Section 4.          Consent to Amendment of Loan Documents.  The LC Issuer and each Lender that is a party hereto expressly authorizes and consents to the execution and delivery by the Administrative Agent of any and all additional Loan Documents or amendments to existing Loan Documents specified in the foregoing Section 3 of this Amendment or that may be reasonably necessary in furtherance of the purposes of implementing the amendments set forth in this Amendment.  To the extent required by the Credit Agreement, the Lenders party hereto acknowledge that this consent shall satisfy Section 8.2 of the Credit Agreement.


          Section
5.          Increase of
Borrowing Base.

	
  
 
  	
  
          (a)          The   Borrowing Base shall be increased to $300,000,000 from and after the   Effective Date until the Borrowing Base shall be otherwise redetermined in   accordance with the Credit Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          Both   the Borrower, on the one hand, and the Administrative Agent and the Lenders,   on the other hand, agree that the redetermination of the Borrowing Base   pursuant to clause (a) of this Section 5 constitutes the regularly scheduled   Borrowing Base redetermination for Fall 2005 (and shall not constitute a   special redetermination of the Borrowing Base pursuant to Section 2.21(v) of   the Credit Agreement).
  



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          Section
6.          Ratification of
Credit Agreement.  Except as expressly amended, modified or waived by this
Amendment, the terms and provisions of the Credit Agreement and the other Loan
Documents are ratified and confirmed in all respects and shall continue in full
force and effect.


          Section
7.          Expenses. 
The Borrower agrees to pay on demand all expenses set forth in Section 9.6 of
the Credit Agreement.


          Section 8.          Miscellaneous.  (a) On and after the effectiveness of this Amendment, each reference in each Loan Document to “this Agreement”, “this Note”, “this Mortgage”, “this Guaranty”, “this Pledge Agreement”, “hereunder”, “hereof” or words of like import, referring to such Loan Document, and each reference in each other Loan Document to “the Credit Agreement”, “the Notes”, “the Mortgages”, “the Guaranty”, “the Pledge Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, the Notes, or the Mortgage, the Guaranty, the Pledge Agreement or any of them, shall mean and be a reference to such Loan Document, the Credit Agreement, the Notes, the Mortgage, the
Guaranty, the Pledge Agreement or any of them, as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any default of the Borrower or any right, power or remedy of the Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents; (c) this Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; and (d) delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.


          Section
9.          Severability. 
Any provisions of this Amendment held by court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provisions so held to
be invalid or unenforceable.


          Section
10.          Applicable Law;
Entire Agreement.  THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT DELIVERED
PURSUANT HERETO (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW
PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO PRINCIPLES OF THE CONFLICTS OF LAW), BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


          Section
11.          Successors and
Assigns.  This Amendment is binding upon and shall inure to the benefit of
the Agents, the LC Issuer, the Lenders and the Borrower and their respective
successors and assigns.


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          Section 12.          Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  


          Section 13.          Headings.  The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.


          Section 14.          NO ORAL AGREEMENTS.  THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE MATTERS HEREIN CONTAINED, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


[Signature pages follow]


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EXECUTED as of the day and year first above written.

	
  
 
  	
  
BORROWER:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PENN VIRGINIA   CORPORATION
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Frank A. Pici
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Frank A. Pici
  
	
  
 
  	
  
Title:
  	
  
Executive Vice President and
  
	
  
 
  	
  
 
  	
  
Chief Financial Officer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ADMINISTRATIVE AGENT AND LENDERS
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
JPMORGAN CHASE   BANK, N.A. 
   (successor by merger to Bank One, N.A. 
   (Main Office Chicago)), 
   as Administrative Agent and as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Charles Kingswell-Smith
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Charles Kingswell-Smith
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WACHOVIA BANK,   NATIONAL ASSOCIATION, as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Jay Buckman
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Jay Buckman
  
	
   
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ROYAL BANK OF CANADA,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Lorne Gartner
  
	
  
 
  	
  
 
  	
  



  
	
   
  	
  
Name:
  	
  
Lorne Gartner
  
	
  
 
  	
  
Title:
  	
  
Authorized Signatory
  




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BNP PARIBAS, as a   Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Douglas R. Littman
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Douglas R. Littman
  
	
  
 
  	
  
Title:
  	
  
Managing Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
and
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Betsy Jocher
  
	
  
 
  	
  
 
  	
  



  
	
   
  	
  
Name:
  	
  
Betsy Jocher
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK OF AMERICA, N.A., successor   by merger to Fleet National Bank, as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Robert D. Valbona
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Robert D. Valbona
  
	
  
 
  	
  
Title:
  	
  
Managing Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
COMERICA BANK,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Huma Vadgama
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Huma Vadgama
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
UFJ   BANK LIMITED,
  
	
  
 
  	
  
as a Lender
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Clyde L. Redford
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Clyde L. Redford
  
	
  
 
  	
  
Title:
  	
  
Senior Vice President
  




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FORTIS   CAPITAL CORP.,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ David Montgomery
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
David Montgomery
  
	
  
 
  	
  
Title:
  	
  
Senior Vice President
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
and
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Trond Rokholt
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Trond Rokholt
  
	
  
 
  	
  
Title:
  	
  
Managing Director
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
MIZUHO   CORPORATE BANK, LTD.,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Raymond Ventura
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Raymond Ventura
  
	
   
  	
  
Title:
  	
  
Deputy General Manager
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS   FARGO BANK, N.A.,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Dustin S. Hansen
  
	
  
 
  	
  
 
  	
  



  
	
   
  	
  
Name:
  	
  
Dustin S. Hansen
  
	
  
 
  	
  
Title:
  	
  
Assistant Vice President
  




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ACKNOWLEDGMENT BY GUARANTORS


          Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Second Amendment to Amended and Restated Credit Agreement dated as of December 15, 2005 (the “Second Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Second Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party, and (iv) represents and warrants that (a) no Default or Unmatured Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Second Amendment.

	
  
 
  	
  
PENN   VIRGINIA HOLDING CORP.,
  
	
  
 
  	
  
a Delaware corporation
  
	
   
  	
  
 
  
	
  
 
  	
  
PENN   VIRGINIA OIL & GAS
  
	
  
 
  	
  
CORPORATION,   a Virginia corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PENN   VIRGINIA OIL & GAS GP LLC,
  
	
  
 
  	
  
a Delaware limited liability company
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PENN VIRGINIA OIL & GAS LP LLC,
  
	
  
 
  	
  
a Delaware limited liability company
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
PENN VIRGINIA OIL & GAS, L.P.,
  
	
  
 
  	
  
a Texas limited partnership
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By Penn Virginia Oil & Gas GP LLC,
  
	
  
 
  	
  
 
  	
  
a Delaware limited liability company, as its
  
	
  
 
  	
  
 
  	
  
general partner
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
   
  	
   
  
	
   
  	
  By
  	
  /s/ Frank A. Pici
  
	  
	  
	

   
	
   
  	
  Name:
  	
  Frank A. Pici
  
	
   
  	
  Title:
  	
  Vice President and Chief Financial Officer 
  



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