TO

FIRST AMENDMENT

CREDIT AGREEMENT

AMONG

XXXXXX & XXXXX CORPORATION,

THE CANTON OIL & GAS COMPANY,

XXXXX ENERGY, INC.,

BANK ONE, TEXAS, NATIONAL ASSOCIATION

AND

NBD BANK, N.A.

EFFECTIVE AS OF AUGUST 1, 1994
2
TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . 1

1.1 Terms Defined Above . . . . . . . . . . . . . . . . . . . 1
1.2 Terms Defined in Agreement . . . . . . . . . . . . . . . . 1
1.3 References . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Articles and Sections . . . . . . . . . . . . . . . . . . 2
1.5 Number and Gender . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II AMENDMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . 2

2.1 Amendment of Section 1.2 . . . . . . . . . . . . . . . . . 2
2.2 Amendment of Section 2.7(a) . . . . . . . . . . . . . . . 2
2.3 Amendment of Section 4.17 . . . . . . . . . . . . . . . . 3
2.4 Amendment of Section 9.3 . . . . . . . . . . . . . . . . . 3
2.5 Deletion of Xxxxx Operating as Borrower . . . . . . . . . 3

ARTICLE III CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1 Receipt of Documents . . . . . . . . . . . . . . . . . . . 3
3.2 No Material Adverse Change . . . . . . . . . . . . . . . . 4
3.3 No Default or Event of Default . . . . . . . . . . . . . . 4
3.4 Accuracy of Representations and Warranties . . . . . . . . 4
3.5 Additional Matters . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . 4

ARTICLE V RATIFICATION . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 5

6.1 Scope of Amendment . . . . . . . . . . . . . . . . . . . . 5
6.2 Agreement as Amended . . . . . . . . . . . . . . . . . . . 5
6.3 Successors and Assigns; Rights of Third Parties . . . . . 5
6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . 5
6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . 5
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS . . . . . . . . . . . 6
6.7 JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . 6
6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES . . . 6

-i-
3

FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "FIRST
AMENDMENT") is made and entered into effective as of August 1, 1994, by and
among XXXXXX & BLAKE CORPORATION, an Ohio corporation ("BBC"), THE CANTON OIL &
GAS COMPANY, an Ohio corporation ("COG"), XXXXX ENERGY, INC., a Delaware
corporation ("XXXXX ENERGY;" with BBC and COG each a "BORROWER" and
collectively, the "BORROWERS"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a
national banking association ("BANK ONE"), and NBD BANK, N.A., a national
banking association ("NBD;" with Bank One, together with each financial
institution that becomes a party hereto or entitled to benefits and subject to
obligations hereunder subsequent to the date hereof, each a "LENDER" and
collectively, the "LENDERS"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION, as
agent for the Lenders (in such capacity and together with any successors
designated pursuant hereto, the "AGENT").

W I T N E S S E T H:
-------------------

WHEREAS, the above named parties did execute and exchange
counterparts of the Credit Agreement dated November 15, 1993 (the "AGREEMENT"),
pursuant to which the Lenders have extended credit to the Borrowers; and

WHEREAS, the parties to the Agreement desire to amend the
Agreement in the particulars hereinafter set forth;

NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth in this First Amendment and the
Agreement, the parties hereto agree as follows:

ARTICLE I
---------

DEFINITIONS AND INTERPRETATION
------------------------------

1.1 TERMS DEFINED ABOVE. As used herein, each of the
terms "AGENT," "AGREEMENT," "BANK ONE," "BBC," "BORROWER," "BORROWERS," "COG,"
"FIRST AMENDMENT," "LENDER," "LENDERS," "NBD," and "XXXXX ENERGY" shall have
the meaning assigned to such term hereinabove.

1.2 TERMS DEFINED IN AGREEMENT. As used herein, each
term defined in the Agreement shall have the meaning assigned to such term in
the Agreement, unless expressly provided herein to the contrary.

1.3 REFERENCES. References in this First Amendment to
Article or Section numbers shall be to Articles and Sections of this First
Amendment, unless expressly stated to the contrary. References in this First
Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow,"
"hereof," and "hereunder"
4
shall be to this First Amendment in its entirety and not only to the particular
Article or Section in which such reference appears.

1.4 ARTICLES AND SECTIONS. This First Amendment, for
convenience only, has been divided into Articles and Sections and it is
understood that the rights, powers, privileges, duties, and other legal
relations of the parties hereto shall be determined from this First Amendment
as an entirety and without regard to such division into Articles and Sections
and without regard to headings prefixed to such Articles and Sections.

1.5 NUMBER AND GENDER. Whenever the context requires,
reference herein made to the single number shall be understood to include the
plural and likewise the plural shall be understood to include the singular.
Words denoting sex shall be construed to include the masculine, feminine and
neuter, when such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative. Definitions of
terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.

ARTICLE II
----------

AMENDMENT OF AGREEMENT
----------------------

Each of the Borrowers, the Lenders, and the Agent hereby amend
the Agreement in the following particulars, effective as of and after the
effective date of this First Amendment:

2.1 AMENDMENT OF SECTION 1.2. Terms defined in Section
1.1 are hereby incorporated into or substituted for, as the case may be, the
definitions contained in Section 1.2 of the Agreement. In addition, the
following definitions of Section 1.2 of the Agreement are hereby amended to
read as follows:

"COMMITMENT AMOUNT" shall mean the amount of $30,000,000 or
such higher amount as determined by the Lenders from time to time,
which higher amount shall become effective upon written notification
thereof to the Borrowers from the Lenders.

"COMMITMENT TERMINATION DATE" shall mean March 31, 1998.

2.2 AMENDMENT OF SECTION 2.7(a). Section 2.7(a) of the
Agreement is hereby amended to read as follows:

"(a) The Borrowing Base as of August 1, 1994 is
acknowledged by each Borrower and each Lender to be $65,000,000."

2
5
2.3 AMENDMENT OF SECTION 4.17. The first and third
sentences of Section 4.17 of the Agreement are hereby amended to read as
follows:

"BBC has no Subsidiaries as of the date of the First Amendment
to this Agreement except for COG, Xxxxx Energy, and Engine Power
Systems, Inc., an Ohio corporation." "Xxxxx Energy has no
Subsidiaries as of the date of the First Amendment to this Agreement."

2.4 AMENDMENT OF SECTION 9.3. Section 9.3(a), (b), and
(c) are hereby amended to read as follows:

"(a) If to Bank One or the Agent, to:

BANK ONE, TEXAS, NATIONAL ASSOCIATION
000 Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000

(b) if to NBD, to:

NBD BANK, N.A.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000

XXXXXX & XXXXX CORPORATION
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxx 00000-0000
Attention: X.X. Xxxxxx
Telecopy: (000) 000-0000"

2.5 DELETION OF XXXXX OPERATING AS BORROWER. All
references in the Agreement to Xxxxx Operating are hereby deleted.

ARTICLE III
-----------

CONDITIONS
----------

The obligations of the Lenders and the Agent to enter into
this First Amendment are subject to the fulfillment of the following conditions
precedent, with all documents to be delivered to the Agent to be in form and
substance satisfactory to the Lenders:

3.1 RECEIPT OF DOCUMENTS. The Agent shall have received
the following:

3
6
(a) this First Amendment, duly executed by each Borrower;

(b) an extension fee, payable in immediately available
funds, in the amount of $75,000;

(d) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the Agent
may reasonably request on its own behalf or on behalf of any Lender.

3.2 NO MATERIAL ADVERSE CHANGE. In the opinion of the
Required Lenders, no material adverse change shall have occurred in the
property, business, operations, conditions (financial or otherwise) or
prospects of any Borrower since the date of the last Financial Statements
delivered to the Lenders.

3.3 NO DEFAULT OR EVENT OF DEFAULT. No Default or Event
of Default shall have occurred and be continuing.

3.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of
the representations and warranties contained in Article IV of the Agreement, as
amended hereby, and in any other Loan Document, as each has been supplemented,
if applicable, shall be true and correct in all material respects, except as
affected by the transactions contemplated in the Agreement and this First
Amendment.

3.5 ADDITIONAL MATTERS. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Required Lenders.

ARTICLE IV
----------

REPRESENTATIONS AND WARRANTIES
------------------------------

Each of the Borrowers hereby expressly remakes, in favor of
the Lenders and the Agent, all of the representations and warranties set forth
in Article IV of the Agreement, as amended hereby, and in any other Loan
Document, and represents and warrants that all such representations and
warranties, as each has been supplemented, if applicable, remain true and
unbreached in all material respects, except as affected by the transactions
contemplated in the Agreement and this First Amendment and except for such
representations and warranties which may be limited to the date made.

4
7
ARTICLE V
---------

RATIFICATION
------------

Each of the parties hereto does hereby adopt, ratify, and
confirm the Agreement and each other Loan Document to which it is a party, in
all things in accordance with the terms and provisions thereof, as amended by
this First Amendment.

ARTICLE VI
----------

MISCELLANEOUS
-------------

6.1 SCOPE OF AMENDMENT. The scope of this First
Amendment is expressly limited to the matters addressed herein and this First
Amendment shall not operate as a waiver of any past, present, or future breach,
Default, or Event of Default under the Agreement, except to the extent, if any,
that any such breach, Default, or Event of Default is remedied by the effect of
this First Amendment.

6.2 AGREEMENT AS AMENDED. All references to the
Agreement in any document heretofore or hereafter executed in connection with
the transactions contemplated in the Agreement shall be deemed to refer to the
Agreement as amended by this First Amendment.

6.3 SUCCESSORS AND ASSIGNS; RIGHTS OF THIRD PARTIES. All
covenants and agreements by each of the Borrowers in this First Amendment shall
be binding upon such Borrower and its legal representatives, successors, and
assigns and shall inure to the benefit of the Agent and each of the Lenders and
their legal representatives, successors, and assigns. All provisions of this
First Amendment, the Agreement, and the other Loan Documents are imposed solely
and exclusively for the benefit of the Borrowers, the Agent, and the Lenders.
No other Person shall have standing to require satisfaction of such provisions
in accordance with their terms, and any or all of such provisions may, subject
to the provisions of Section 9.9 of the Agreement as to the rights of the
Lenders, be freely waived in whole or in part by the Agent at any time if in
its sole discretion it deems it advisable to do so.

6.4 FURTHER ASSURANCES. Each of the Borrowers shall
execute, acknowledge, and deliver, at any time as requested by the Agent, such
other documents and instruments as the Required Lenders shall deem necessary in
their sole discretion to fulfill the terms of the Agreement, as amended hereby,
including, without limitation, modifications of and amendments to any of the
Loan Documents.

6.5 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).

5
8
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS. THIS FIRST
------------------------------------
AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER
WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF.
FURTHERMORE IN THIS REGARD, THIS WRITTEN FIRST AMENDMENT, THE AGREEMENT, AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT
AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

6.7 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS
----------------------
WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF,
RELATED TO OR FROM THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN
DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE AGENT, IN
COURTS HAVING SITUS IN HOUSTON, XXXXXX COUNTY, TEXAS. EACH OF THE BORROWERS
HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN HOUSTON, XXXXXX COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY
HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT
AGAINST IT BY THE AGENT IN ACCORDANCE WITH THIS SECTION.

6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES.
----------------------------------------------------
EACH OF THE BORROWERS, THE AGENT, AND EACH OF THE LENDERS HEREBY (A) KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT
OR THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER IN THE ENFORCEMENT OF ANY
OF THE TERMS OR PROVISIONS OF THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER
LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO, (B) KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT
NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND (C)
CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR
ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE
AGENT AND THE LENDERS ENTERING INTO THIS FIRST AMENDMENT.

6
9
Executed effective as of the 1st day of August, 1994.

BORROWERS:

XXXXXX & XXXXX CORPORATION

By: /s/ Xxxxxx X. Xxxx
----------------------------------
Printed Name: Xxxxxx X. Xxxx
------------------------
Title: Senior Vice President
-------------------------------

THE CANTON OIL & GAS COMPANY

By: /s/ Xxxxxx X. Xxxx
----------------------------------
Printed Name: Xxxxxx X. Xxxx
------------------------
Title: Senior Vice President
-------------------------------

XXXXX ENERGY, INC.

By: /s/ Xxxxxx X. Xxxx
----------------------------------
Printed Name: Xxxxxx X. Xxxx
------------------------
Title: Senior Vice President
-------------------------------

AGENT AND LENDER:

BANK ONE, TEXAS, NATIONAL
ASSOCIATION

By: /s/ Xxxx Xxxxxx
----------------------------------
Printed Name: Xxxxxxxxx Xxxxxx
------------------------
Title: Vice President
-------------------------------

LENDER:

NBD BANK, N.A.

By: /s/ X.X. Xxxxxxxxxxx
----------------------------------
Printed Name: X.X. Xxxxxxxxxxx
------------------------
Title: Second Vice President
-------------------------------

7
10

-------------------------------------------------------------------------------

SECOND AMENDMENT

CREDIT AGREEMENT

AMONG

XXXXXX & XXXXX CORPORATION,

THE CANTON OIL & GAS COMPANY,

XXXXX ENERGY, INC.,

XXXX LAKE DRILLING, INC.,

BANK ONE, TEXAS, NATIONAL ASSOCIATION

AND

NBD BANK, N.A.

EFFECTIVE AS OF MARCH 29, 1995

-------------------------------------------------------------------------------

11
TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . 1
1.1 Terms Defined Above . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Terms Defined in Agreement . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Articles and Sections . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II AMENDMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.1 Amendment of Section 1.2 . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Amendment of Section 2.3 . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Amendment of Section 2.9 . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Amendment of Section 2.17 . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Addition of Section 2.22 . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6 Addition of Section 2.23 . . . . . . . . . . . . . . . . . . . . . . . . 8
2.7 Addition of Section 2.24 . . . . . . . . . . . . . . . . . . . . . . . . 8
2.8 Addition of Section 3.3 . . . . . . . . . . . . . . . . . . . . . . . . 9
2.9 Amendment of Section 4.17 . . . . . . . . . . . . . . . . . . . . . . . 10
2.10 Addition of Section 5.16 . . . . . . . . . . . . . . . . . . . . . . . . 10
2.11 Amendment of Section 7.1 . . . . . . . . . . . . . . . . . . . . . . . . 11
2.12 Addition of Xxxx Lake . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE III CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.1 Receipt of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.2 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . 12
3.3 No Default or Event of Default . . . . . . . . . . . . . . . . . . . . . 12
3.4 Accuracy of Representations and Warranties . . . . . . . . . . . . . . . 12
3.5 Additional Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V RATIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

6.1 Scope of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Agreement as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.3 Successors and Assigns; Rights of Third Parties . . . . . . . . . . . . . 13
6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . 14
6.7 JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES . . . . . . . . . . 00

-x-
00
XXXXXX XXXXXXXXX TO CREDIT AGREEMENT
------------------------------------

This SECOND AMENDMENT TO CREDIT AGREEMENT (this "SECOND
AMENDMENT") is made and entered into effective as of March 29, 1995, by and
among XXXXXX & XXXXX CORPORATION, an Ohio corporation ("BBC"), THE CANTON OIL &
GAS COMPANY, an Ohio corporation ("COG"), XXXXX ENERGY, INC., a Delaware
corporation ("XXXXX ENERGY"), XXXX LAKE DRILLING, INC., a Michigan corporation
("XXXX LAKE;" with BBC, COG and Xxxxx Energy each a "BORROWER" and
collectively, the "BORROWERS"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a
national banking association ("BANK ONE"), and NBD BANK, N.A., a national
banking association ("NBD;" with Bank One, together with each financial
institution that becomes a party hereto or entitled to benefits and subject to
obligations hereunder subsequent to the date hereof, each a "LENDER" and
collectively, the "LENDERS"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION, as
agent for the Lenders (in such capacity and together with any successors
designated pursuant hereto, the "AGENT").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, BBC, COG, Xxxxx Energy, Xxxxx Operating Company,
and the Lenders did execute and exchange counterparts of the Credit Agreement
dated November 15, 1993, as amended by the First Amendment to Credit Agreement
dated August 1, 1994, by and among BBC, COG, Xxxxx Energy, and the Lenders
(collectively, the "AGREEMENT"), pursuant to which the Lenders have extended
credit to the Borrowers; and

WHEREAS, the parties to the Agreement desire to amend the
Agreement in the particulars hereinafter set forth;

NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth in this Second Amendment and the
Agreement, the parties hereto agree as follows:

ARTICLE I
---------

DEFINITIONS AND INTERPRETATION
------------------------------

1.1 TERMS DEFINED ABOVE. As used herein, each of the terms
"AGENT," "AGREEMENT," "BANK ONE," "BBC," "BORROWER," "BORROWERS," "COG,"
"LENDER," "LENDERS," "NBD," "XXXXX ENERGY," "SECOND AMENDMENT," and "XXXX LAKE"
shall have the meaning assigned to such term hereinabove.

1.2 TERMS DEFINED IN AGREEMENT. As used herein, each term
defined in the Agreement shall have the meaning assigned to such term in the
Agreement, unless expressly provided herein to the contrary.

13
1.3 REFERENCES. References in this Second Amendment to Article
or Section numbers shall be to Articles and Sections of this Second Amendment,
unless expressly stated to the contrary. References in this Second Amendment
to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow," "hereof,"
and "hereunder" shall be to this Second Amendment in its entirety and not only
to the particular Article or Section in which such reference appears.

1.4 ARTICLES AND SECTIONS. This Second Amendment, for
convenience only, has been divided into Articles and Sections and it is
understood that the rights, powers, privileges, duties, and other legal
relations of the parties hereto shall be determined from this Second Amendment
as an entirety and without regard to such division into Articles and Sections
and without regard to headings prefixed to such Articles and Sections.

ARTICLE II
----------

AMENDMENT OF AGREEMENT
----------------------

Each of the Borrowers, the Lenders, and the Agent hereby
amend the Agreement in the following particulars, effective as of and after the
effective date of this Second Amendment:

2.1 AMENDMENT OF SECTION 1.2. Section 1.2 of the Agreement is
amended as follows:

(a) The following definitions are hereby amended to read as
follows:

"AVAILABLE COMMITMENT" shall mean, at any time, an amount
equal to the remainder, if any, of (a) the lesser of the
Commitment Amount or the Borrowing Base in effect at such
time MINUS (b) the sum of the Loan Balance at such time
plus the L/C Exposure at such time.

"COMMITMENT" shall mean the obligation of each Lender,
subject to applicable provisions of this Agreement, to make
Loans to or for the benefit of the Borrowers pursuant to
Section 2.1 in an amount up to the Commitment Percentage of
such Lender and the obligations

2
14
of the Agent to issue and the Lenders to participate in
Letters of Credit pursuant to Section 2.22.

"LOAN" shall mean any loan made by any Lender to or for
the benefit of the Borrowers pursuant to this Agreement
and any Letter of Credit Payment.

"LOAN DOCUMENTS" shall mean this Agreement, the Notes, the
Intercreditor Agreement, the Letter of Credit Applications,
the Letters of Credit, and all other documents and
instruments now or hereafter delivered pursuant to the
terms of or in connection with this Agreement, the Notes,
the Intercreditor Agreement, the Letter of Credit
Applications, or the Letters of Credit, and all renewals
and extensions of, amendments and supplements to, and
restatements of, any or all of the foregoing from time to
time in effect.

"NOTES" shall mean the promissory notes of the Borrowers
to each Lender evidencing Indebtedness with respect to Loans
made by such Lender to the Borrowers, each in the form
attached to the Second Amendment to this Agreement as
Exhibit A, with appropriate insertions, together with any
and all renewals, extensions for any period, increases and
rearrangements thereof.

"OBLIGATIONS" shall mean, without duplication, (a) all
Indebtedness evidenced by the Notes, (b) the obligation of
the Borrowers to provide to or reimburse the Agent, as the
issuer of Letters of Credit, or the Lenders, as the case
may be, for, amounts payable, paid, or incurred with
respect to Letters of Credit, (c) the undrawn, unexpired
amount of all outstanding Letters of Credit, (d) the
obligation of the Borrowers for the payment of Commitment
Fees, Engineering Fees, and Facility Fees, and (e) all
other obligations and liabilities of the Borrowers to the
Agent and the Lenders, now existing or hereafter incurred,
under, arising out of or in connection with any Loan
Document, together with all interest accruing thereon and
costs, expenses, and attorneys' fees incurred in the
enforcement or collection thereof, whether such obligations
and liabilities are direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, or joint and

3
15
several, and with respect to any of the foregoing that
includes or refers to the payment of amounts deemed or
constituting interest, only so much thereof as shall have
accrued, been earned and which remains unpaid at each
relevant time of determination.

(b) The following definitions are hereby added to read as
follows:

"L/C EXPOSURE" shall mean, at any time, the aggregate
maximum amount available to be drawn under outstanding
Letters of Credit at such time.

"LETTER OF CREDIT" shall mean any standby letter of
credit issued for the account of any Borrower pursuant to
Section 2.22.

"LETTER OF CREDIT APPLICATION" shall mean the standard
letter of credit application employed by the Agent, as the
issuer of the Letters of Credit, from time to time in
connection with letters of credit.

"LETTER OF CREDIT PAYMENT" shall mean any payment made by
the Agent on behalf of the Lenders under a Letter of
Credit, to the extent that such payment has not been repaid
by the Borrowers.

2.2 AMENDMENT OF SECTION 2.3. Section 2.3 of the Agreement is
hereby amended to read as follows:

"2.3 USE OF LOAN PROCEEDS AND LETTERS OF CREDIT. (a)
Proceeds of all Loans shall be used by the Borrowers solely for the
acquisition and development of Oil and Gas Properties, the acquisition
of businesses or assets related to the oil and gas business of any
Borrower, and to provide general working capital.

(b) Letters of Credit shall be used solely for general
corporate purposes; provided, however, no Letter of Credit may be used
in lieu of or in support of stay or appeal bonds."

2.3 AMENDMENT OF SECTION 2.9. Section 2.9 of the Agreement is
hereby amended in its entirety to read as follows:

"2.9 MANDATORY PREPAYMENTS. If at any time (a) the sum of
the Loan Balance and the L/C Exposure exceeds the lesser of the
Commitment Amount or the Borrowing Base then in effect or (b) the sum
of the Loan Balance, the L/C Exposure, and the outstanding principal
balance of

4
16
the Senior Notes exceeds the Borrowing Base then in effect, the
Borrowers shall, within 30 Business Days of notice from the Agent of
such occurrence, prepay, or make arrangements acceptable to the
Required Lenders for the prepayment of, the amount of such excess for
application on the Loan Balance. In the event that a mandatory
prepayment is required under this Section and the Loan Balance is less
than the amount required to be prepaid, the Borrowers shall repay the
entire Loan Balance and, in accordance with the provisions of the
relevant Letter of Credit Applications executed by the Borrowers or
otherwise to the satisfaction of the Agent, deposit with the Agent, as
additional collateral securing the Obligations, an amount of cash, in
immediately available funds, equal to the L/C Exposure minus the
lesser of the Commitment Amount or the Borrowing Base. The cash
deposited with the Agent in satisfaction of the requirement provided
in this Section may be invested, at the sole discretion of the Agent
and then only at the express direction of the Borrowers as to
investment vehicle and maturity (which shall be no later than the
latest expiry date of any then outstanding Letter of Credit), for the
account of the Borrowers in cash or cash equivalent investments
offered by or through the Agent."

2.4 AMENDMENT OF SECTION 2.17. Section 2.17 of the Agreement
is amended as follows:

(a) The first sentence of Section 2.17(d) is hereby amended
to read as follows:

"(d) Determinations by any Lender or the Agent, as
the case may be, for purposes of this Section of the
effect of any Regulatory Change on capital maintained, its
costs or rate of return, maintaining Loans, issuing Letters
of Credit, its obligation to make Loans and issue Letters
of Credit, or on amounts receivable by it in respect of
Loans, Letters of Credit, or such obligations, and the
additional amounts required to compensate such Lender or
the Agent under this Section shall be conclusive, absent
manifest error, provided that such determinations are made
on a reasonable basis."

(b) A new subsection (e) is hereby added to read as follows:

"(e) Without limiting the effect of the other
provisions of this Section (but without duplication), in
the event that any Requirement of Law or Regulatory Change
or the compliance by the Agent or any Lender

5
17
therewith shall (i) impose, modify, or hold applicable any
reserve, special deposit, or similar requirement against
any Letter of Credit or obligation to issue Letters of
Credit, or (ii) impose upon the Agent or such Lender any
other condition regarding any Letter of Credit or
obligation to issue Letters of Credit, and the result of
any such event shall be to increase the cost to the Agent
or such Lender of issuing or maintaining any Letter of
Credit or obligation to issue Letters of Credit or any
liability with respect to Letter of Credit Payments, or to
reduce any amount receivable in connection therewith, then
upon demand by the Agent or such Lender, as the case may
be, the Borrowers shall pay to the Agent or such Lender,
from time to time as specified by the Agent or such Lender,
additional amounts which shall be sufficient to compensate
the Agent or such Lender for such increased cost or reduced
amount receivable."

2.5 ADDITION OF SECTION 2.22. A new Section 2.22 is hereby
added to the Agreement to read as follows:

"2.22 LETTER OF CREDIT FACILITY. (a) Upon the terms and
conditions and relying on the representations and warranties contained
in this Agreement, the Agent, as issuing bank for the Lenders, agrees,
from the date of this Agreement until the date which is thirty days
prior to the Commitment Termination Date, to issue on behalf of the
Lenders in their respective Commitment Percentages Letters of Credit
for the account of the Borrowers or any of them and to renew and
extend such Letters of Credit. Letters of Credit shall be issued,
renewed, or extended from time to time on any Business Day designated
by the applicable Borrower following the receipt in accordance with
the terms hereof by the Agent of the written (or oral, confirmed
promptly in writing) request by a Responsible Officer of such Borrower
therefor and a Letter of Credit Application. Letters of Credit shall
be issued in such amounts as such Borrower may request; provided,
however, that (i) no Letter of Credit shall have an expiration date
which is more than 24 months after the issuance thereof or subsequent
to five days prior to the Commitment Termination Date, (ii) the Loan
Balance plus the L/C Exposure shall not exceed at any time the lesser
of the Commitment Amount or the Borrowing Base, and (iii) the L/C
Exposure shall not exceed at any time $5,000,000.

(b) Prior to any Letter of Credit Payment in respect of
any Letter of Credit, each Lender shall be

6
18
deemed to be a participant through the Agent with respect to the
relevant Letter of Credit in the obligation of the Agent, as the
issuer of such Letter of Credit, in an amount equal to the Percentage
Share of such Lender of the maximum amount which is or at any time may
become available to be drawn thereunder. Upon delivery by such Lender
of funds requested pursuant to Section 2.22(c), such Lender shall be
treated as having purchased a participating interest in an amount
equal to such funds delivered by such Lender to the Agent in the
obligation of the Borrowers to reimburse the Agent, as the issuer of
such Letter of Credit, for any amounts payable, paid, or incurred by
the Agent, as the issuer of such Letter of Credit, with respect to
such Letter of Credit.

(c) Each Lender shall be unconditionally and irrevocably
liable, without regard to the occurrence of any Default or Event of
Default, to the extent of the Commitment Percentage of such Lender at
the time of issuance of each Letter of Credit, to reimburse, on
demand, the Agent, as the issuer of such Letter of Credit, for the
amount of each Letter of Credit Payment under such Letter of Credit.
Each Letter of Credit Payment shall be deemed to be a Floating Rate
Loan by each Lender to the extent of funds delivered by such Lender to
the Agent with respect to such Letter of Credit Payment and shall to
such extent be deemed a Floating Rate Loan under and shall be
evidenced by the Note of such Lender and shall be payable by the
Borrowers upon demand by the Agent.

(d) EACH LENDER AGREES TO INDEMNIFY THE AGENT, AS THE
ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO
THE EXTENT NOT REIMBURSED BY THE BORROWERS AND WITHOUT LIMITING THE
OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO THE
COMMITMENT PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF
SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH
MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE
PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS
THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING
TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY
ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF
CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION,

7
19
ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED,
INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR
CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY
OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR
AFFILIATES; PROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE
ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING
SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT AS
THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION
2.5(d) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS
AND THE TERMINATION OF THIS AGREEMENT."

2.6 ADDITION OF SECTION 2.23. A new Section 2.23 is hereby
added to the Agreement to read as follows:

"2.23 LETTER OF CREDIT FEE. The Borrowers shall pay to the
Agent for the Ratable Benefit of the Lenders, in immediately available
funds, a letter of credit fee in the amount of the greater of (a) one
percent (1%) per annum, calculated on the basis of a year of 360 days
and actual days elapsed (including the first day but excluding the
last day), on the average daily amount of the L/C Exposure or (b)
$500.00. Accrued letter of credit fees shall be payable on the first
day of July, 1995, the first day of each third calendar month
thereafter during the Commitment Period, and on the Commitment
Termination Date. The Borrowers also agree to pay on demand to the
Agent for its own account as the issuer of the Letters of Credit its
customary letter of credit transactional fees, including, without
limitation, amendment fees, payable with respect to each Letter of
Credit."

2.7 ADDITION OF SECTION 2.24. A new Section 2.24 is hereby
added to the Agreement to read as follows:

"2.24 OBLIGATIONS ABSOLUTE. Subject to the further
provisions of this Section, the Obligations of the Borrowers under
this Article shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim, or
defense to payment or performance which the Borrowers or any of them
may have or have had against the Agent, any Lender, or any beneficiary
of any Letter of Credit. Each Borrower agrees that none of the Agent
or the Lenders shall be responsible for, nor shall the Obligations be
affected by, among other things, (a) the validity or genuineness of
documents or any endorsements thereon presented in connection with any
Letter of Credit, even if such

8
20
documents shall in fact prove to be in any and all respects invalid,
fraudulent or forged, AND EVEN IF DUE TO THE NEGLIGENCE, WHETHER SOLE
OR CONCURRENT, OF THE AGENT OR ANY LENDER, so long as the Agent, as
the issuer of such Letter of Credit, has no actual knowledge of any
such invalidity, lack of genuineness, fraud, or forgery prior to the
presentment for payment of a corresponding Letter of Credit or any
draft thereunder; provided, however, with respect to the preceding
matters in this Section, the Agent, as the issuer of the Letters of
Credit, agrees to exercise ordinary care in examining each document
required to be presented pursuant to each Letter of Credit to
ascertain that each such document appears on its face to comply with
the terms thereof, or (b) any dispute between or among the Borrowers
or any of them and any beneficiary of any Letter of Credit or any
other party to which any Letter of Credit may be transferred, or any
claims whatsoever of the Borrowers or any of them against any
beneficiary of any Letter of Credit or any such transferee, EVEN IF
DUE TO THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT OR ANY
LENDER; provided, in all respects, that the Agent, as the issuer of
Letters of Credit, shall be liable to the Borrowers to the extent, but
only to the extent, of any direct, as opposed to consequential or
punitive, damages suffered by the Borrowers as a result of the willful
misconduct or gross negligence of the Agent as the issuer of Letters
of Credit in determining whether documents presented under a Letter of
Credit complied with the terms of such Letter of Credit that resulted
in either a wrongful payment under such Letter of Credit or a wrongful
dishonor of a claim or draft properly presented under such Letter of
Credit. In theabsence of gross negligence or willful misconduct by
the Agent as the issuer of Letters of Credit, the Agent shall not be
liable for any error, omission, interruption or delay, EVEN IF DUE TO
THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT, in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. The Agent, the
Lenders, and the Borrowers agree that any action taken or omitted by
the Agent, as issuer of any Letter of Credit, under or in connection
with any Letter of Credit or the related drafts or documents, EVEN IF
DUE TO THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT OR ANY
LENDER, if done in the absence of gross negligence or willful
misconduct, shall be binding as among the Agent, as issuer of such
Letter of Credit or otherwise, the Lenders, and the Borrowers and
shall not put the Agent, as issuer of such Letter of Credit or
otherwise, or any Lender under any liability to the Borrowers."

2.8 ADDITION OF SECTION 3.3. A new Section 3.3 is hereby added
to the Agreement to read as follows:

9
21
"3.3 CONDITIONS PRECEDENT TO ISSUANCE OF LETTERS OF CREDIT. The
obligation of the Agent, as the issuer of the Letters of Credit, to issue,
renew, or extend any Letter of Credit is subject to the satisfaction of the
following additional conditions precedent:

(a) the Borrowers shall have delivered to the Agent a
written (or oral, confirmed promptly in writing) request for the
issuance, renewal, or extension of a Letter of Credit at least three
Business Days prior to the requested issuance, renewal, or extension
date and a Letter of Credit Application at least one Business Day
prior to the requested issuance date; and each statement or
certification made in such Letter of Credit Application shall be true
and correct in all material respects on the requested date for the
issuance of such Letter of Credit;

(b) no Default or Event of Default shall exist or will
occur as a result of the issuance, renewal, or extension of such
Letter of Credit; and

(c) the terms, provisions, and beneficiary of the Letter
of Credit or such renewal or extension shall be satisfactory to the
Agent, as the issuer of the Letters of Credit, in its sole
discretion."

2.9 AMENDMENT OF SECTION 4.17. Section 4.17 of the Agreement
is hereby amended in its entirety to read as follows:

"4.17 SUBSIDIARIES. As of the date of the Second Amendment
to this Agreement, (a) BBC has no Subsidiaries except for COG, Xxxxx
Energy, Xxxx Lake, and Engine Power Systems, Inc., an Ohio
Corporation; (b) COG has no Subsidiaries except for Target Oilfield
Pipe & Supply Company, Xxxxxx & Xxxxx (U.K.) Inc., and Xxxxxx & Blake
Securities, Inc., all Ohio corporations; and (c) neither Xxxxx Energy
nor Xxxx Lake has any Subsidiaries. All Subsidiaries mentioned herein
are wholly-owned Subsidiaries of the relevant Person."

2.10 ADDITION OF SECTION 5.16. Section 5.16 of the Agreement is
hereby amended in its entirety to read as follows:

"5.16 INDEMNIFICATION OF LENDERS AND AGENT. INDEMNIFY AND
------------------------------------
HOLD EACH LENDER AND THE AGENT AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES (EACH
SUCH PERSON AN "INDEMNITEE") HARMLESS FROM ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,

10
22
JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR
NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT
OF (A) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, (B) THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF
THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY, (C) THE USE OF LOANS BY THE
BORROWERS, (D) ANY ALLEGATION BY ANY BENEFICIARY OF A LETTER OF CREDIT
OF A WRONGFUL DISHONOR BY THE AGENT OF A CLAIM OR DRAFT PRESENTED
THEREUNDER, OR (E) THE ENFORCEMENT OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY MATTER ARISING BY
REASON OF ANY DEFENSE, SET-OFF, COUNTERCLAIM, RECOUPMENT, OR REDUCTION
OF LIABILITY WHATSOEVER OF THE OBLIGOR UNDER ANY CONTRACT, AGREEMENT,
INTEREST, OR OBLIGATION WHICH GIVES RISE TO ANY ACCOUNT AS THE RESULT
OF A BREACH BY THE PERSON OF ANY OBLIGATION THEREUNDER OR OF ANY OTHER
AGREEMENT, INDEBTEDNESS, OR LIABILITY AT ANY TIME OWING TO OR IN FAVOR
OF ANY SUCH OBLIGOR FROM SUCH PERSON, SUCH OBLIGATIONS OF SUCH PERSON
BEING ENFORCEABLE AGAINST AND ONLY AGAINST SUCH PERSON AND NOT AGAINST
ANY LENDER OR THE AGENT (ALL THE FOREGOING IN THIS SECTION,
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT
LIMITATION, ANY OF THE FOREGOING IN THIS SECTION ARISING FROM
NEGLIGENCE, WHETHER SOLE OR CONCURRENT, ON THE PART OF THE AGENT OR
ANY LENDER OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT, OR AFFILIATES;
PROVIDED THAT SUCH PERSON SHALL HAVE NO OBLIGATION UNDER THIS SECTION
TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES THAT ARE
DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND
NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR FROM THE BREACH BY SUCH
INDEMNITEE OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT. THE
OBLIGATIONS OF EACH PERSON UNDER THIS SECTION SHALL SURVIVE THE
SATISFACTION OF ALL OBLIGATIONS, THE TERMINATION OF THE COMMITMENT,
AND THE NONASSUMPTION OF THIS AGREEMENT IN A CASE COMMENCED UNDER
TITLE 11 OF THE UNITED STATES CODE OR OTHER SIMILAR LAW OF THE UNITED
STATES, THE STATE OF TEXAS, OR ANY OTHER JURISDICTION AND BE BINDING
UPON SUCH PERSON AND ANY TRUSTEE, RECEIVER OR LIQUIDATOR OF SUCH
PERSON APPOINTED IN ANY SUCH CASE."

2.11 AMENDMENT OF SECTION 7.1. Section 7.1(g) of the Agreement
is hereby amended in its entirety to read as follows:

"(g) the Borrowers shall be unable to satisfy any condition
or cure any circumstance specified in Article III, the satisfaction or
curing of which is precedent to the right of the Borrowers to receive
a Loan or the

11
23
issuance of a Letter of Credit, and such inability shall continue for
a period in excess of 30 days."

2.12 ADDITION OF XXXX LAKE. Xxxx Lake is hereby added for all
purposes as a Borrower under the Agreement and all references to a Borrower or
the Borrowers in any document heretofore or hereafter executed in connection
with the transactions contemplated in the Ageement shall be deemed to refer to
and include Xxxx Lake.

ARTICLE III
-----------

CONDITIONS
----------

The obligations of the Lenders and the Agent to enter into
this Second Amendment are subject to the fulfillment of the following
conditions precedent, with all documents to be delivered to the Agent to be in
form and substance satisfactory to the Lenders:

3.1 RECEIPT OF DOCUMENTS. The Agent shall have received the
following:

(a) this Second Amendment, duly executed by each Borrower;

(b) the Notes;

(d) a Notice of Final Agreement; and

(e) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the Agent
may reasonably request on its own behalf or on behalf of any Lender.

3.2 NO MATERIAL ADVERSE CHANGE. In the opinion of the Required
Lenders, no material adverse change shall have occurred in the property,
business, operations, conditions (financial or otherwise) or prospects of any
Borrower since the date of the last Financial Statements delivered to the
Lenders.

3.3 NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of
Default shall have occurred and be continuing.

3.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties contained in Article IV of the Agreement, as
amended hereby, and in any other Loan Document, as each has been supplemented,
if applicable, shall be true and correct in all material respects, except as
affected by the transactions contemplated in the Agreement and this Second
Amendment.

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24

3.5 ADDITIONAL MATTERS. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Required Lenders.

ARTICLE IV
----------

REPRESENTATIONS AND WARRANTIES
------------------------------

Each of the Borrowers hereby expressly remakes, in favor of
the Lenders and the Agent, all of the representations and warranties set forth
in Article IV of the Agreement, as amended hereby, and in any other Loan
Document, and represents and warrants that all such representations and
warranties, as each has been supplemented, if applicable, remain true and
unbreached in all material respects, except as affected by the transactions
contemplated in the Agreement and this Second Amendment and except for such
representations and warranties which may be limited to the date made.

ARTICLE V
---------

RATIFICATION
------------

ARTICLE VI
----------

MISCELLANEOUS
-------------

6.1 SCOPE OF AMENDMENT. The scope of this Second Amendment is
expressly limited to the matters addressed herein and this Second Amendment
shall not operate as a waiver of any past, present, or future breach, Default,
or Event of Default under the Agreement, except to the extent, if any, that any
such breach, Default, or Event of Default is remedied by the effect of this
Second Amendment.

6.2 AGREEMENT AS AMENDED. All references to the Agreement in
any document heretofore or hereafter executed in connection with the
transactions contemplated in the Agreement shall be deemed to refer to the
Agreement as amended by this Second Amendment.

6.3 SUCCESSORS AND ASSIGNS; RIGHTS OF THIRD PARTIES. All
covenants and agreements by each of the Borrowers in this Second Amendment
shall be binding upon such Borrower and its legal representatives, successors,
and assigns and shall inure to the benefit of the Agent and each of the Lenders
and their legal representatives, successors, and assigns. All provisions of
this

13
25
Second Amendment, the Agreement, and the other Loan Documents are imposed
solely and exclusively for the benefit of the Borrowers, the Agent, and the
Lenders. No other Person shall have standing to require satisfaction of such
provisions in accordance with their terms, and any or all of such provisions
may, subject to the provisions of Section 9.9 of the Agreement as to the rights
of the Lenders, be freely waived in whole or in part by the Agent at any time
if in its sole discretion it deems it advisable to do so.

6.4 FURTHER ASSURANCES. Each of the Borrowers shall execute,
acknowledge, and deliver, at any time as requested by the Agent, such other
documents and instruments as the Required Lenders shall deem necessary in their
sole discretion to fulfill the terms of the Agreement, as amended hereby,
including, without limitation, modifications of and amendments to any of the
Loan Documents.

6.5 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE DEEMED TO BE
-------------
A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW).

6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS. THIS SECOND
------------------------------------
AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER
WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF.
FURTHERMORE IN THIS REGARD, THIS WRITTEN SECOND AMENDMENT, THE AGREEMENT, AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT
AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

6.7 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH
----------------------
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO OR FROM THIS SECOND AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY
BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE AGENT, IN COURTS
HAVING SITUS IN HOUSTON, XXXXXX COUNTY, TEXAS. EACH OF THE BORROWERS HEREBY
SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN
HOUSTON, XXXXXX COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST
IT BY THE AGENT IN ACCORDANCE WITH THIS SECTION.

6.8 WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES. EACH
---------------------------------------------------
OF THE BORROWERS, THE AGENT, AND EACH OF THE LENDERS HEREBY (A) KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS SECOND AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT
OR THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER IN THE ENFORCEMENT OF ANY
OF THE TERMS OR PROVISIONS OF THIS SECOND AMENDMENT, THE

14
26
AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO, (B)
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES,
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, AND (C) CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS. THE PROVISIONS OF THIS
SECTION ARE A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO
THIS SECOND AMENDMENT.

Executed effective as of the 29th day of March, 1995.

BORROWERS:

XXXXXX & XXXXX CORPORATION

By: /s/ X.X. Xxxxxx XX
---------------------------------
Printed Name: X.X. Xxxxxx XX
-----------------------
Title: Chief Executive Officer
------------------------------

THE CANTON OIL & GAS COMPANY

By: /s/ X.X. Xxxxxx XX
---------------------------------
Printed Name: X.X. Xxxxxx XX
-----------------------
Title: Chief Executive Officer
------------------------------

XXXXX ENERGY, INC.

By: /s/ X.X. Xxxxxx XX
---------------------------------
Printed Name: X.X. Xxxxxx XX
-----------------------
Title: Chief Executive Officer
------------------------------

XXXX LAKE DRILLING, INC.

By: /s/ X.X. Xxxxxxxx
---------------------------------
Printed Name: X.X. Xxxxxxxx
-----------------------
Title: Chief Executive Officer
------------------------------

(Signatures Continued on Next Page)

15
27
AGENT AND LENDER:

BANK ONE, TEXAS, NATIONAL
ASSOCIATION

By: /s/ Xxxx Xxxxxx
---------------------------------
Printed Name: Xxxxxxxxx X. Xxxxxx
-----------------------
Title: Vice President
------------------------------

LENDER:

NBD BANK, N.A.

By: /s/ Xxxxxx X. Giempetroni
---------------------------------
Printed Name: Xxxxxx X. Giempetroni
-----------------------
Title: Vice President
------------------------------

16
28
EXHIBIT A
---------

FORM OF NOTES
-------------

$[__________] Houston, Texas March 29, 1995

FOR VALUE RECEIVED, the undersigned (whether one or more,
"MAKER") promise to pay to the order of [______________________________]
("PAYEE"), at its banking quarters in [_______], [______] County, [_____], the
sum of [_____] MILLION DOLLARS ($[_________]), or so much thereof as may be
advanced against this Note pursuant to the Credit Agreement dated of even date
herewith by and between Maker, Payee, and others (as amended, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), together with interest at
the rate and calculated as provided in the Credit Agreement. The indebtedness
evidenced by this Note, both principal and interest, is payable as provided in
the Credit Agreement.

Subject to compliance with applicable provisions of the Credit
Agreement, Maker may at any time pay the full amount or any part of this Note
without the payment of any premium or fee, but such payment shall not, until
this Note is fully paid and satisfied, excuse the payment as it becomes due of
any payment on this Note provided for in the Credit Agreement.

This Note is issued pursuant to, is a "Note" under, and is
entitled to all benefits of, the Credit Agreement; and reference is made to the
Credit Agreement for matters governed thereby, including, without limitation,
certain events which will entitle the holder hereof to accelerate the maturity
of all amounts due hereon.

This Note is issued, in whole or in part, in renewal and
extension, but not in novation or discharge, of the remaining principal balance
of that certain Promissory Note dated November 15, 1993, in the original
principal amount of $[__________], executed by Xxxxxx & Blake Corporation, The
Canton Oil & Gas Company, Xxxxx Energy, Inc., and Xxxxx Operating Company and
payable to the order of Payee.

THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS OF THE STATE OF TEXAS; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL
----------------- -----------
STATUTES, ARTICLE 5069, CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT
---------
LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.

XXXXXX & XXXXX CORPORATION

By:_______________________________
Printed Name:_____________________
Title:____________________________

A-i
29
THE CANTON OIL & GAS COMPANY

By:_______________________________
Printed Name:_____________________
Title:____________________________

XXXXX ENERGY, INC.

By:_______________________________
Printed Name:_____________________
Title:____________________________

XXXX LAKE DRILLING, INC.

By:_______________________________
Printed Name:_____________________
Title:____________________________

A-ii

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