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