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

Summary

This amendment updates the Participation Agreement originally signed on December 5, 2003, between Penn Virginia Oil & Gas Corporation and GMX Resources Inc., along with Expedition Natural Resources Inc. and Endeavor Pipeline, Inc. The main purpose is to include a revised Exhibit "G" as part of the agreement concerning the Blocker Prospect in Harrison and Panola Counties, Texas. The parties confirm their acceptance of this amendment by signing and returning the document.

EX-10.2 3 exh10-2_12910.txt SECOND AMENDMENT TO PARTICIPATION AGREEMENT EXHIBIT 10.2 ------------ [LOGO] PENN VIRGINIA OIL & GAS CORPORATION March 9, 2004 GMX Resources Inc. One Benham Place, Suite ###-###-#### North Brodway Oklahoma City, Oklahoma 73114 Attention: Mr Kyle Kenworthy Re: Second 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 agreed to negotiate and insert Exhibit "G" in the Agreement. Please acknowledge your receipt of the revised Exhibit "G" 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 22nd day of March, 2003. GMX Resources Inc. Expedition Natural Resources Inc. and Endeavor Pipeline, Inc. By: /s/ Ken L. Kenworthy --------------------- Printed Name: Ken L. Kenworthy Title: CFO ELJ Attachment