<PAGE>

                                                                   EXHIBIT 10.34

              THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
                                   AGREEMENT

                  THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of the 30th day of June, 2003 (the
"THIRD AMENDMENT EFFECTIVE DATE"), among VALLEY NATIONAL GASES, INC., a West
Virginia corporation (the "COMPANY"), VALLEY NATIONAL GASES INCORPORATED, a
Pennsylvania corporation ("VNGI"), VALLEY NATIONAL GASES DELAWARE, INC., a
Delaware corporation ("VNGDI"), BANK ONE, NA, a national banking association
having its main office in Chicago, Illinois (successor by merger with Bank One,
Indiana, National Association) ("BANK ONE"), LASALLE BANK NATIONAL ASSOCIATION,
a national banking association, NATIONAL CITY BANK, a national banking
association, THE HUNTINGTON NATIONAL BANK, a national banking association,
WESBANCO BANK, INC., SKY BANK, and FIFTH THIRD BANK (collectively, the
"LENDERS"), and Bank One, as administrative and collateral agent (the "AGENT")
for the Lenders from time to time parties to that certain Second Amended and
Restated Credit Agreement, dated as of May 1, 2000, as amended by the Amendment
to Second Amended and Restated Credit Agreement dated June 28, 2002, and by the
Second Amendment to Second Amended and Restated Credit Agreement dated October
28, 2002 (the "CREDIT AGREEMENT").

                                     Recital

                  The Company has requested the Lenders to amend the Credit
Agreement as provided in this Amendment. Subject to the terms and conditions
stated in this Amendment, the Lenders are willing to amend the Credit Agreement
as provided in this Amendment.

                                    Amendment

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein, and each act performed and to be performed hereunder, the
parties hereto agree as follows:

                  1.       Definitions. All terms used in this Amendment that
are defined in the Credit Agreement and that are not otherwise defined in this
Amendment shall have the same meanings in this Amendment as are ascribed to such
terms in the Credit Agreement, as amended by this Amendment.

                  2.       Amendments to Credit Agreement. Effective as of the
Third Amendment Effective Date, the Credit Agreement is amended as follows:

         (a)      New Definitions. Section 1.01 of the Credit Agreement is
         amended by the addition of the following new definitions:

<PAGE>

                           "Third Amendment" means the Third Amendment to Second
                           Amended and Restated Credit Agreement dated as of the
                           Third Amendment Effective Date, among the Credit
                           Parties, the Lenders, and the Agents.

                           "Third Amendment Effective Date" means June 30, 2003.

         (b)      Amended Definitions. The following definitions set forth in
         Section 1.01 of the Credit Agreement are amended and restated in their
         respective entireties to read as follows:

                           "Applicable LOC Fee Percentage" means the rate per
                           annum at which the commission due on each Letter of
                           Credit will be calculated, which rate shall be
                           determined by reference to the Ratio of Total Funded
                           Debt to EBITDA in accordance with the following
                           table:

<TABLE>
<CAPTION>
         Ratio of
Total Funded Debt to EBITDA                         Applicable LOC Fee Percentage
---------------------------                         -----------------------------
<S>                                                 <C>
      3.50 or above                                             2.75%
       3.00 to 3.49                                            2.375%
       2.50 to 2.99                                            2.125%
       2.00 to 2.49                                             1.75%
         Below 2.00                                             1.50%
</TABLE>

                           The Applicable LOC Fee Percentage shall be determined
                           on the Third Amendment Effective Date on the basis of
                           the Ratio of Total Funded Debt to EBITDA for the
                           Credit Parties and their respective Subsidiaries in
                           effect on the Third Amendment Effective Date (which
                           the Company and the Lenders agree for purposes of the
                           Applicable LOC Fee Percentage, the Applicable Spread
                           and the Applicable Unused Commitment Fee Percentage
                           is greater than 3.50) and shall be redetermined,
                           based on the Ratio of Total Funded Debt to EBITDA as
                           of the close of each fiscal quarter of the Company
                           ending after June 30, 2003, concurrently with each
                           adjustment to the "Ratio of Total Funded Debt to
                           EBITDA" (as provided in the definition of Ratio of
                           Total Funded Debt to EBITDA in this Agreement), with
                           such redetermined Applicable LOC Fee Percentage to be
                           effective as and for the period provided in the
                           definition of "Ratio of Total Funded Debt to EBITDA."

                           "Applicable Spread" means the percentage per annum to
                           be taken into account in determining any LIBOR-based
                           Rate and any Prime-based Rate as provided in this
                           Agreement, which number shall be determined by
                           reference to the Ratio of Total Funded Debt to EBITDA
                           in accordance with the following table:

<PAGE>

<TABLE>
<CAPTION>
Ratio of Total Funded            If Determining a           If Determining a
   Debt to EBITDA                Prime-based Rate           LIBOR-based Rate
---------------------            ----------------           ----------------
<S>                              <C>                        <C>
    3.50 or above                     0.875%                      2.75%
    3.00 to 3.49                      0.625%                     2.375%
    2.50 to 2.99                      0.375%                     2.125%
    2.00 to 2.49                          0%                      1.75%
   less than 2.00                         0%                      1.50%
</TABLE>

                           The Applicable Spread shall be determined on the
                           Third Amendment Effective Date on the basis of the
                           Ratio of Total Funded Debt to EBITDA for the Credit
                           Parties and their respective Subsidiaries in effect
                           on the Third Amendment Effective Date, as provided in
                           the definition of "Applicable LOC Fee Percentage" in
                           this Agreement, and shall be redetermined, based on
                           the Ratio of Total Funded Debt to EBITDA as of the
                           close of each fiscal quarter of the Company ending
                           after June 30, 2003, concurrently with each
                           adjustment to the "Ratio of Total Funded Debt to
                           EBITDA" (as provided in the definition of Ratio of
                           Total Funded Debt to EBITDA in this Agreement), with
                           such redetermined Applicable Spread be effective as
                           and for the period provided in the definition of
                           "Ratio of Total Funded Debt to EBITDA."

                           "Applicable Unused Commitment Fee Percentage" means
                           the percentage per annum determined by reference to
                           the Ratio of Total Funded Debt to EBITDA in
                           accordance with the following table:

<TABLE>
<CAPTION>
         Ratio of
Total Funded Debt to EBITDA                Applicable Unused Commitment Fee Percentage
---------------------------                -------------------------------------------
<S>                                        <C>
      3.50 or above                                        0.50%
       3.00 to 3.49                                       0.375%
       2.50 to 2.99                                       0.375%
       2.00 to 2.49                                        0.35%
         Below 2.00                                        0.30%
</TABLE>

                           The Applicable Unused Commitment Fee Percentage shall
                           be determined on the Third Amendment Effective Date
                           on the basis of the Ratio of Total Funded Debt to
                           EBITDA in effect on the Third Amendment Effective
                           Date, as provided in the definition of "Applicable
                           LOC Fee Percentage" in this Agreement, and shall be
                           redetermined, based on the Ratio of Total Funded Debt
                           to EBITDA as of the close of each fiscal quarter of
                           the Company ending after June 30, 2003, concurrently
                           with each adjustment to the "Ratio of Total Funded
                           Debt to EBITDA" (as provided in the definition of
                           Ratio of Total Funded Debt to EBITDA in this
                           Agreement), with such redetermined Applicable Unused
                           Commitment Fee Percentage to be effective as and for
                           the period provided in the definition of "Ratio of
                           Total Funded Debt to EBITDA."

<PAGE>

                           "EBITDA" means, with respect to the Credit Parties
                           and their respective Subsidiaries for any period, the
                           amount of Consolidated Net Income, plus, without
                           duplication and to the extent deducted in determining
                           the amount of Consolidated Net Income, the sum of (i)
                           interest expense, (ii) income tax expense, (iii)
                           depreciation, (iv) amortization expense (all
                           determined in accordance with GAAP), (v) for the
                           calendar quarter ending March 31, 2003, and any
                           period which includes such calendar quarter,
                           extraordinary charges not in excess of $577,000.00
                           identified on Exhibit B attached hereto as taken
                           during the calendar quarter ending March 31, 2003,
                           and (vi) for the calendar quarter ending June 30,
                           2003, and any period which includes such calendar
                           quarter, extraordinary charges not in excess of
                           $4,165,000.00 identified on Exhibit B attached hereto
                           as taken during the calendar quarter ending June,
                           2003.

                           For purposes of determining EBITDA for the Credit
                           Parties and their respective Subsidiaries on a pro
                           forma basis to determine the effect of a New
                           Acquisition on compliance with the covenants in
                           subsections 5.01(g) of this Agreement (excluding the
                           covenant in subsection 5.01(g)(2) of this Agreement),
                           to determine whether the Qualification Conditions to
                           any New Acquisition have been satisfied, and to
                           determine the Applicable Spread, the Applicable LOC
                           Fee Percentage and the Applicable Unused Commitment
                           Fee Percentage for any period of twelve (12) months
                           or four fiscal quarters of the Company that ends
                           ("PERIOD ENDING DATE"): (i) on any New Acquisition
                           Closing Date, EBITDA for such period will be deemed
                           to include the Additional EBITDA Amount calculated
                           with respect to the Related Business Entity acquired
                           (or assumed to be acquired) on such New Acquisition
                           Closing Date; and (ii) within one year after any New
                           Acquisition Closing Date, EBITDA for such period will
                           be deemed to include an amount equal to (A) the
                           Additional EBITDA Amount calculated with respect to
                           the Related Business Entity acquired on such New
                           Acquisition Closing Date, minus (B) 1/12 of such
                           Additional EBITDA Amount for each full calendar month
                           that has elapsed between such New Acquisition Closing
                           Date and the Period Ending Date, minus (c) 1/30 of
                           such Additional EBITDA Amount for each day of any
                           partial calendar month that has elapsed between such
                           New Acquisition Closing Date and the Period Ending
                           Date.

                           "Maximum Availability" means $67,500,000.00 or such
                           greater amount as may be established pursuant to
                           Section 2.02(g) of this

<PAGE>

                           Agreement. If an Event of Default or an Unmatured
                           Event of Default has occurred and is continuing and
                           the Agent shall have notified the Company of the
                           election of the Required Lenders to take any action
                           specified in Section 7.02 of this Agreement, the
                           Maximum Availability shall be automatically reduced
                           to zero (0) dollars without any action on the part of
                           or the giving of any additional notice to the Company
                           by the Lenders or the Agent.

                  (c)      Amendment of Section 2.02 (b). The first sentence of
                  Section 2.02 (b) of the Credit Agreement is amended and
                  restated in its entirety to read as follows: "The obligation
                  of the Company to repay the Revolving Loans shall be evidenced
                  by promissory notes executed by the Company to each of the
                  Revolver Lenders in the form of Exhibit A attached to the
                  Third Amendment (as the same may be amended, modified,
                  extended, renewed, supplemented, replaced and/or restated from
                  time to time and at any time, the "REVOLVING NOTES").

                  (d)      Amendment of Section 5.01(g)(2). Section 5.01(g)(2)
                  of the Credit Agreement is amended and restated in its
                  entirety to read as follows:

                                    (2)      Fixed Charge Coverage Ratio. As of
                                    the close of each fiscal quarter of the
                                    Company ending on or after the Third
                                    Amendment Effective Date, the Credit Parties
                                    and their respective Subsidiaries, for the
                                    period of the four consecutive fiscal
                                    quarters which end on such close, shall have
                                    a Fixed Charge Coverage Ratio of not less
                                    than: (i) 1.10:1 through June 29, 2004, and
                                    (ii) 1.15:1 on June 30, 2004, and
                                    thereafter.

                  (e)      Amendment of Section 5.01(g)(3). Section 5.01(g)(3)
                  of the Credit Agreement is amended and restated in its
                  entirety to read as follows:

                                    (3)      Ratio of Total Funded Debt to
                                    EBITDA. As of the close of each fiscal
                                    quarter of the Company ending on or after
                                    the Third Amendment Effective Date, the
                                    Credit Parties and their respective
                                    Subsidiaries, for the period of the four
                                    consecutive fiscal quarters which end on
                                    such close, shall have a Ratio of Total
                                    Funded Debt to EBITDA of not greater than
                                    (i) 3.75:1 through March 30, 2004, (ii)
                                    3.50:1 on March 31, 2004, through June 29,
                                    2004, (iii) 3.25:1 on June 30, 2004, through
                                    September 29, 2004, (iv) 3.00:1 on September
                                    30, 2004, through December 30, 2004, and (v)
                                    2.75:1 on and after December 31, 2004.

                  (f)      Amendment of Section 5.02 (e). Section 5.02 (e) of
                  the Credit Agreement is amended and restated in its entirety
                  to read as follows:

<PAGE>

                  (e)      Mergers, Consolidations, Sales, Acquisition or
                  Formation of Subsidiaries. Neither the Credit Parties nor any
                  of their respective Subsidiaries nor any Guarantor shall (i)
                  be a party to any consolidation or to any merger or purchase
                  the capital stock of or otherwise acquire any equity interest
                  in any other business entity other than (A) with the approval
                  of the Agent, New Acquisitions (with respect to the Company
                  only) made after the Third Amendment Effective Date and on or
                  prior to June 30, 2004, provided that the purchase price in
                  respect of any such New Acquisition is not in excess of
                  $300,000.00, and provided further that the aggregate purchase
                  prices of all New Acquisitions during such period is not in
                  excess of $600,000.00, and (B) New Acquisitions (with respect
                  to the Company only) made after June 30, 2004, (ii) acquire
                  any material part of the assets of any other business entity
                  other than New Acquisitions (with respect to the Company only)
                  permitted by the preceding clause (i), except in the ordinary
                  course of business and excepting Short-Term Real Estate Sales,
                  or (iii) sell, transfer, convey or lease all or any material
                  part of its assets, except in the ordinary course of business,
                  or sell or assign with or without recourse any receivables.
                  VNGI shall not cause to be created or otherwise acquire any
                  Subsidiary other than VNGDI without the prior written consent
                  of the Agent and the Required Lenders. VNGDI shall not cause
                  to be created or otherwise acquire any Subsidiary other than
                  the Company without the prior written consent of the Agent and
                  the Required Lenders. The Company shall not cause to be
                  created or otherwise acquire any Subsidiary without the prior
                  written consent of the Agent and the Required Lenders, which
                  consent shall not be unreasonably withheld. Without limiting
                  the generality of the foregoing sentence, the Company shall
                  not consummate any New Acquisition which would cause a new
                  Subsidiary of the Company to exist without the prior written
                  consent of the Agent and the Required Lenders, and if such
                  consent is given, concurrently with or within sixty (60) days
                  following consummation of such New Acquisition: (i) the
                  Company shall amend the Company Pledge Agreement to include a
                  pledge of and security interest and Lien in and to all of the
                  capital stock of such Subsidiary as provided in Section
                  4.01(f) of this Agreement, and deliver to the Agent, for the
                  benefit of the Lenders and the Agent, all of the original
                  stock certificates of such Subsidiary, together with executed
                  blank stock powers therefor; and (ii) such Subsidiary shall
                  become a Guarantor and shall execute and deliver in favor of
                  the Agent, for the benefit of the Lenders and the Agent, a
                  Subsidiary Guaranty and Subsidiary Security Agreement as
                  provided in Section 4.01(f) of this Agreement. No Subsidiary
                  of the Company shall cause to be

<PAGE>

                  created or otherwise acquire any Subsidiary without the prior
                  written consent of the Agent and the Required Lenders.

                  3.       Representations and Warranties. The Credit Parties
jointly and severally represent and warrant to the Lenders that:

         (a)      (i) The execution, delivery and performance of this Amendment
         by the Credit Parties have been duly authorized by all necessary
         corporate action, and do not and will not violate any provision of any
         law, rule, regulation, order, judgment, injunction, or writ presently
         in effect applying to the Credit Parties, the articles of incorporation
         or by-laws of any of the Credit Parties, or result in a breach of or
         constitute a default under any material agreement, lease or instrument
         to which any of the Credit Parties is a party or by which any of the
         Credit Parties or any of the properties of any of the Credit Parties
         may be bound or affected; (ii) no authorization, consent, approval,
         license, exemption or filing of a registration with any court or
         governmental department, agency or instrumentality or any other Person
         is or will be necessary for the valid execution, delivery or
         performance by any of the Credit Parties of this Amendment; and (iii)
         this Amendment is the legal, valid and binding obligation of each of
         the Credit Parties, as a signatory thereto, and is enforceable against
         each of the Credit Parties in accordance with its terms.

         (b)      After giving effect to the amendments contained in this
         Amendment, the representations and warranties contained in Section 3 of
         the Credit Agreement are true and correct with the same force and
         effect as if made on and as of the date of execution of this Amendment,
         except that the reference to the Financial Statements in Section
         3.01(d) of the Credit Agreement shall be to the most recent financial
         statements of the Company and its Subsidiaries provided to the Bank
         prior to the date hereof.

         (c)      After giving effect to the amendments contained in this
         Amendment, no Default or Unmatured Default has occurred and is
         continuing or will exist under the Credit Agreement.

                  4.       Conditions. The obligation of the Lenders and the
Agent to perform this Amendment shall be subject to full satisfaction of the
following conditions precedent:

         (a)      The Credit Parties shall have delivered to the Agent copies of
         such corporate documents and resolutions of the Credit Parties as the
         Agent may request evidencing necessary action by the Credit Parties to
         obtain necessary authorization for the execution and performance of
         this Amendment and all other agreements or documents delivered pursuant
         hereto as the Agent may request, each certified as of the date of
         execution of this Amendment.

         (b)      This Amendment shall have been duly executed by each of the
         Credit Parties and the Required Lenders and delivered to the Agent.

         (c)      The Company shall have executed and delivered to the Agent
         Revolving Notes payable to each of the Revolver Lenders in form and
         substance the same as Exhibit A to this Amendment.

<PAGE>

         (d)      The Company shall have paid to the Agent, for the account of
         the Lenders, a waiver fee in the amount of $80,250.00.

         (d)      The Company shall have paid all costs and expenses incurred by
         the Agent in connection with the negotiation, preparation and closing
         of this Amendment and the other documents and agreements delivered
         pursuant hereto, including the reasonable fees and out-of-pocket
         expenses of Baker & Daniels, special counsel to the Agent.

         (e)      The Agent shall have received such additional agreements,
         documents and certifications, as may be reasonably requested by the
         Required Lenders.

                  5.       Guarantor Consent/Affirmation. VNGI and VNDGI, in
their respective capacities as a Guarantor under the Guaranties, by their
execution of this Amendment, expressly consent to the execution, delivery and
performance by the Company and the Agent of this Amendment, and agree that
neither the provisions of this Amendment nor any action taken or not taken in
accordance with the terms of this Amendment shall constitute a termination,
extinguishment, release or discharge of any of their respective guaranty
obligations or provide a defense, set off, or counter claim to any of them with
respect to any of their respective guaranty obligations under any of the
Guaranties or other Loan Documents. VNGI and VNDGI each affirms to the Lenders
and the Agent that its Guaranty remains in full force and effect and is its
valid and binding obligation.

                  6.       Binding on Successors and Assigns. All of the terms
and provisions of this Amendment shall be binding upon and inure to the benefit
of the Credit Parties, the Lenders, the Agent, and their respective successors
and assigns and legal representatives.

                  7.       Governing Law/Entire Agreement/Survival. This
Amendment is a contract made under, and shall be governed by and construed in
accordance with, the laws of the State of Indiana applicable to contracts made
and to be performed entirely within such state and without giving effect to the
choice or conflicts of laws principles of any jurisdiction. This Amendment
constitutes and expresses the entire understanding between the parties with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, commitments, inducements or conditions, whether expressed or
implied, oral or written. All covenants, agreements, undertakings,
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and shall not be affected by any
investigation made by any person. The Credit Agreement, as amended hereby,
remains in full force and effect in accordance with its terms and provisions.

                  8.       Further Agreements and Acknowledgments. The Credit
Parties hereby further acknowledge and agree that:

         (a)      Neither the provisions of this Amendment nor any actions taken
         or not taken pursuant to or in reliance upon the terms of this
         Amendment shall constitute a novation of any of the Loan Documents, all
         of which remain in full force and effect in accordance with their
         respective terms, as amended to date; and

<PAGE>

         (b)      Neither this Amendment, nor any action taken by the Lenders or
         the Agent pursuant to this Amendment, shall impair, prejudice, or in
         any other manner affect the rights of the Lenders with respect to any
         Collateral or other security which now or hereafter secures payment or
         performance of the Obligations or any part thereof, or establish or be
         deemed to establish any precedent or course of dealing with respect to
         any matter.

                  9.       Counterparts. This Amendment may be executed, by
original or facsimile signatures, in two or more counterparts, each of which
shall constitute an original, but all of which shall constitute one agreement.

                  IN WITNESS WHEREOF, the Credit Parties, the Required Lenders
and the Agent have caused this Amendment to be duly executed and delivered by
their respective authorized signatories as of the 30th day of June, 2003.

                                    VALLEY NATIONAL GASES, INC.,
                                    a West Virginia corporation

                                    By:   /s/ Robert D. Scherich
                                       -----------------------------------------
                                              Robert D. Scherich, CFO

                                    VALLEY NATIONAL GASES INCORPORATED
                                    a Pennsylvania corporation

                                    By:   /s/ Robert D. Scherich
                                       -----------------------------------------
                                              Robert D. Scherich, CFO

<PAGE>

                                    VALLEY NATIONAL GASES DELAWARE,
                                    INC., a Delaware corporation

                                    By:   /s/ Robert D. Scherich
                                       -----------------------------------------
                                              Robert D. Scherich, CFO

<PAGE>

                                    BANK ONE, NA, as Lender and as Agent

                                    By:   /s/ Robert E. McElwain
                                       -----------------------------------------
                                    Printed:  Robert E. McElwain
                                    Title:    First Vice President

<PAGE>

                                    LASALLE BANK NATIONAL ASSOCIATION

                                    By:      /s/ Margaret C. Dierkes
                                       -----------------------------------------

                                    Printed: Margaret C. Dierkes

                                    Title:   Assistant Vice President

<PAGE>

                                    NATIONAL CITY BANK, as Lender and as
                                    Syndication Agent

                                    By:      /s/ R E Slater
                                       -----------------------------------------

                                    Printed: Reese Slater

                                    Title:   Vice President

<PAGE>

                                    THE HUNTINGTON NATIONAL BANK, as
                                    Lender and as Documentation Agent

                                    By:      /s/ Mark A. Scurci
                                       -----------------------------------------

                                    Printed: Mark A. Scurci

                                    Title:   Vice President

<PAGE>

                                    WESBANCO BANK, INC.

                                    By:  /s/ David L. Pell
                                       -----------------------------------------

                                    Printed: David L. Pell

                                    Title:   Senior Vice President

<PAGE>

                                    SKY BANK

                                    By:      /s/ Gregory J. Agresta
                                       -----------------------------------------

                                    Printed:     Gregory J. Agresta

                                    Title:       Senior  Vice President

<PAGE>

                                    FIFTH THIRD BANK

                                    By:     /s/ C. S. Helmeci
                                       -----------------------------------------

                                    Printed:    Christopher S. Helmeci

                                    Title:      Vice President