First Amendment to Participation Agreement between Penn Virginia Oil & Gas Corporation and GMX Resources Inc. et al.

Summary

This amendment updates a previous agreement between Penn Virginia Oil & Gas Corporation and GMX Resources Inc., along with Expedition Natural Resources Inc. and Endeavor Pipeline, Inc., regarding the Blocker Prospect in Texas. The main change is the replacement of the original Exhibit "A-2" with a revised version. Both parties agree to this update by signing and returning the amendment. No other terms of the original agreement are changed.

EX-10.1 2 exh10-1_12910.txt FIRST AMENDMENT TO PARTICIPATION AGREEMENT EXHIBIT 10.1 ------------ [LOGO] PENN VIRGINIA OIL & GAS CORPORATION February 27, 2004 GMX Resources Inc. One Benham Place, Suite ###-###-#### North Brodway Oklahoma City, Oklahoma 73114 Attention: Mr Kyle Kenworthy Re: First Amendment to Participation Agreement Dated December 5, 2003 Blocker Prospect Harrison and Panola Counties, Texas Gentlemen: Please refer to the Participation Agreement dated December 5, 2003 ("Agreement") between Penn Virginia Oil & Gas Corporation ("PVOG") and GMX Resources Inc. Expedition Natural Resources Inc. and Endeavor Pipeline, Inc. (herein collectively called "GMX"). Both PVOG and GMX have verbally agreed to replace the original Exhibit "A-2" contained in the Agreement with the revised Exhibit "A-2" which is attached to this letter. Please acknowledge your receipt of the revised Exhibit "A-2" by signing in the acceptance space provided on the next page and return one copy of this letter to my attention. Very truly yours, Penn Virginia Oil & Gas Corporation /s/ Edward L. Johnson - -------------------------- Edward L. Johnson Senior Landman Agreed to and Accepted this 20th day of April, 2004. GMX Resources Inc. Expedition Natural Resources Inc. and Endeavor Pipeline, Inc. By: /s/ Kyle Kenworthy ------------------------- Printed Name: Kyle Kenworthy Title: Vice President - Land ELJ Attachment