Exhibit 10.2


Execution Form


CONSENT AND FIRST AMENDMENT TO
 AMENDED AND RESTATED CREDIT AGREEMENT


          This Consent
and First Amendment to Amended and Restated Credit Agreement (this “Consent
and Amendment”) dated as of December 29, 2004 (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,
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, pursuant to Section 6.1.1(xi) of the Credit Agreement, the Borrower has notified the Administrative Agent and the Lenders that PVA Oil & Gas proposes to enter into a series of related transactions pursuant to which (i) PVA Oil & Gas will form two new, wholly-owned Delaware limited liability companies as direct Restricted Subsidiaries of PVA Oil & Gas to be called Penn Virginia Oil & Gas GP LLC (“PVA Texas GP”) and Penn Virginia Oil & Gas LP LLC (“PVA Texas LP”), respectively, (ii) PVA Oil & Gas will contribute all of its equity interests in PVA Texas to PVA Texas GP and PVA Texas LP, provided that PVA Texas GP and PVA Texas LP shall hold, after giving effect to such contributions, 100% of the shares of PVA Texas’s issued and outstanding common stock in the aggregate), and (iii) PVA Texas shall be converted from a Texas corporation
into a Texas limited partnership in accordance with, and pursuant to, the provisions of Article 5.19 of the Texas Business Corporation Act (collectively, the “PVA Texas Reorganization”); and


          WHEREAS, for purposes of this Consent and Amendment, the date of the consummation of the PVA Texas Reorganization shall be the effective date of the conversion of PVA Texas into a limited partnership in accordance with Texas law (the “Reorganization Date”); and


          WHEREAS, the Borrower has requested that the Lenders evidence their consent to the PVA Texas Reorganization, make certain modifications to the Credit Agreement to reflect the PVA Texas Reorganization, and permit the Administrative Agent to enter into certain amendments to other Loan Documents more particularly set forth below in order to permit PVA Oil & Gas to effectuate the PVA Texas Reorganization; and


          WHEREAS, subject to the terms and conditions of this Consent and Amendment, each of the Lenders party hereto and the Administrative Agent have agreed to enter into this Consent and Amendment in order to permit the PVA Texas Reorganization and 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 Consent and 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 “PVA Texas” in Section 1.1 of the Credit Agreement is hereby   amended and restated in its entirety to provide:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
“PVA Texas” means, at any time
prior to the conversion of PVA Texas into a limited partnership, Penn Virginia
Oil & Gas Corporation, a Texas corporation, and from and after the
conversion of PVA Texas into a limited partnership, Penn Virginia Oil & Gas,
L.P., a Texas limited partnership.
 	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
          (b)          The   Credit Agreement is hereby further amended by deleting the existing Schedule   5.14 to the Credit Agreement and inserting in its place as the new Schedule   5.14 to the Credit Agreement the text contained in Attachment 1 attached to   this Consent and Amendment.
  	
  
 
  




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

	
  
 
  	
  
          (a)          Executed
Consent and Amendment.  The Administrative Agent shall have received a
counterpart of this Consent and Amendment duly executed by the Borrower, the
Administrative Agent and the Required Lenders.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          Other Conditions.    The Borrower shall have confirmed and acknowledged to the   Administrative Agent and the Lenders, and by its execution and delivery of   this Consent and Amendment the Borrower does hereby confirm and acknowledge   to the Administrative Agent and the Lenders, that (i) the execution, delivery   and performance of this Consent and 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 by the Borrower 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.
  



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          Section 4.          Condition Subsequent.  The Borrower covenants and agrees that not later than thirty (30) days immediately following the Reorganization Date, the Borrower shall, or shall cause each of PVA Oil & Gas, PVA Texas GP, PVA Texas LP, or PVA Texas, to satisfy each of the following conditions, as applicable:

	
  
 
  	
  
          (a)          each   of PVA Oil & Gas, PVA Texas GP and PVA Texas LP shall execute and deliver   to the Administrative Agent on behalf of the Lenders, a Pledge Agreement, or   an amendment or supplement to an existing Pledge Agreement, if appropriate,   pursuant to which all of the equity interests outstanding after giving effect   to the PVA Texas Reorganization in PVA Texas GP, PVA Texas LP and PVA Texas   shall be pledged to the Administrative Agent on behalf of the Lenders (and   shall take all such other steps as shall be reasonably necessary to perfect   any Liens created thereunder);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          each   of PVA Texas GP and PVA Texas LP shall execute and deliver to the   Administrative Agent on behalf of the Lenders a Guaranty and a Subordination   Agreement;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (c)          PVA   Texas, after giving effect to the PVA Texas Reorganization, shall execute and   deliver a ratification, acceptance and acknowledgment of the Guaranty and   Subordination Agreement delivered by PVA Texas pursuant to Section 4.1(i)(c)   and Section 4.1(v), respectively, of the Credit Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (d)          each   of PVA Texas GP, PVA Texas LP and PVA Texas shall execute and deliver or   cause to be delivered to the Administrative Agent on behalf of the Lenders   and the LC Issuer all agreements, documents, instruments and other writings   described in Section 4.1(iii) and (vii) with respect to PVA Texas GP, PVA   Texas LP and PVA Texas; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)          Borrower   shall deliver or cause to be delivered to the Administrative Agent on behalf   of the Lenders and the LC Issuer opinions similar to those required by Section   4.1(iv) and 6.1.14 with respect to PVA Texas GP, PVA Texas LP and PVA Texas   and the documents and agreements described in the preceding clauses (a)   through (d) of this Section 4 (including the amendment to the Pledge   Agreement previously delivered by PVA Oil & Gas under the Credit   Agreement).
  



          Section 5.          Consent to Amendment of Loan Documents.  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 4 of this Consent and Amendment or that may be reasonably necessary in furtherance of the purposes of implementing the PVA Texas Reorganization.  To the extent required by the Credit Agreement, the Lenders party hereto acknowledge that this consent shall satisfy Section 6.2.11(vi) and Section 8.2 of the Credit Agreement.



          Section
6.          Ratification of
Credit Agreement.  Except as expressly amended, modified or waived by this
Consent and 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.



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          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 Consent and 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 Consent and
Amendment; (b) the execution, delivery and effectiveness of this Consent and
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 Consent and 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 Consent and Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Consent and Amendment.


          Section
9.          Severability. 
Any provisions of this Consent and Amendment held by court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the
remainder of this Consent and 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 CONSENT AND 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 Consent and 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.


          Section 12.          Counterparts.  This Consent and 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 Consent and Amendment by signing any such counterpart.  


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


          Section
14.          NO ORAL
AGREEMENTS.  THIS CONSENT AND 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/ Tom K. Martin
  
	
  
 
  	
  
 
  	
  



  
	
   
  	
  
Name:  
  	
  
Tom K. Martin
  
	
  
 
  	
  
Title:
  	
  
Associate Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WACHOVIA BANK,   NATIONAL 
   ASSOCIATION, as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Russell Clingman
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Russell Clingman
  
	
  
 
  	
  
Title:
  	
  
Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ROYAL BANK OF CANADA,   as a Lender
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Jason York
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Jason York
  
	
  
 
  	
  
Title:
  	
  
Authorized Signatory
  




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BNP PARIBAS, as a   Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Betsy Jocher
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:  
  	
  
Betsy Jocher
  
	
  
 
  	
  
Title:
  	
  
Vice President 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
and
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Russell R. Otts
  
	
   
  	
  
 
  	
  



  
	
  
 
  	
  
Name:  
  	
  
Russell R. Otts
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
FLEET NATIONAL BANK,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Allison I. R. Goodwin
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:  
  	
  
Allison I. R. Goodwin
  
	
  
 
  	
  
Title:
  	
  
Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
COMERICA BANK,
  
	
  
 
  	
  
as a Lender
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Charles E. Hall
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:
  	
  
Charles E. Hall
  
	
  
 
  	
  
Title:
  	
  
Sr. Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
UFJ   BANK LIMITED,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ L. J. Perenyi
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:  
  	
  
L. J. Perenyi
  
	
  
 
  	
  
Title:
  	
  
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/ Darrell Holley
  
	
  
 
  	
  
 
  	
  



  
	
  
 
  	
  
Name:  
  	
  
Darrell Holley
  
	
  
 
  	
  
Title:
  	
  
Managing Director
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
MIZUHO   CORPORATE BANK, LTD.,
  
	
  
 
  	
  
as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Wan Leung
  
	
  
 
  	
  
 
  	
  



  
	
   
  	
  
Name:  
  	
  
Wan Leung
  
	
  
 
  	
  
Title:
  	
  
Senior Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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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