<PAGE>   1
                                                                    EXHIBIT 10.2

            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         This Third Amendment to Amended and Restated Credit Agreement (this
"Third Amendment") is executed as of the 1st day of November, 2000 (the
"Effective Date"), by and among Prize Energy Resources, L.P., a Delaware limited
partnership ("Borrower"), Prize Energy Corp., a Delaware corporation ("Parent"),
Fleet National Bank, successor-in-interest to BankBoston, N.A., a national
banking association, as Administrative Agent ("Administrative Agent"), and the
financial institutions a party hereto as Banks (individually a "Bank" and
collectively "Banks").

                                   WITNESSETH:

         WHEREAS, Borrower, Parent, Administrative Agent, First Union National
Bank, as Syndication Agent, CIBC Inc., as Documentation Agent, Bank One, Texas,
N.A., as Lead Manager, and Banks are parties to that certain Amended and
Restated Credit Agreement dated as of February 8, 2000 (as amended, the "Credit
Agreement") (unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in the Credit
Agreement); and

         WHEREAS, pursuant to the Credit Agreement, Banks have made a revolving
credit/term loan to Borrower; and

         WHEREAS, Parent, Borrower and Banks desire that the Credit Agreement be
amended in certain respects; and

         WHEREAS, subject to the terms and conditions set forth herein, the
Credit Agreement shall be amended as set forth herein.

         NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, Parent,
Borrower, Administrative Agent and each Bank hereby agree as follows:

         SECTION 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Third Amendment, the Credit Agreement
shall be amended effective as of the Effective Date in the manner provided in
this Section 1.

         1.1. Amendment to Definitions. The definitions of "Loan Papers,"
"Supplemental Letter of Credit Exposure" and "Supplemental Letter of Credit Fee"
contained in Section 2.1 of the Credit Agreement shall be amended to read in
full as follows:

                  "Loan Papers" means this Agreement, the First Amendment, the
         Second Amendment, the Third Amendment, the Notes, each Facility
         Guaranty now or hereafter executed (and any ratification thereof), the
         Mortgages, the Assignments and


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         Amendments to Mortgages, each Parent Pledge Agreement now or hereafter
         executed, each Subsidiary Pledge Agreement now or hereafter executed,
         the Borrower Assumption Agreement, and all other certificates,
         documents or instruments delivered in connection with this Agreement,
         as the foregoing may be amended from time to time.

                  "Supplemental Letter of Credit Exposure" of any Supplemental
         LC Bank means, collectively, such Supplemental LC Bank's participation
         in (a) the unfunded portion of Supplemental Letters of Credit
         outstanding at any time, plus (b) the funded but unreimbursed portion
         of Supplemental Letters of Credit outstanding at such time.

                  "Supplemental Letter of Credit Fee" means, with respect to any
         Supplemental Letter of Credit issued hereunder, a fee in an amount
         equal to a per annum percentage of the average daily aggregate amount
         of Supplemental Letter of Credit Exposure of all Supplemental LC Banks
         during the Fiscal Quarter (or portion thereof) ending on the date such
         payment is due determined by reference to the ratio of Outstanding
         Credit to the Borrowing Base in effect as of the date such fee is due
         pursuant to Section 3.14. The amount of such fee which accrues during
         each Fiscal Quarter shall be a per annum percentage of the average
         daily aggregate Supplemental Letter of Credit Exposure in accordance
         with the table below:

<TABLE>
<CAPTION>
          Ratio of Outstanding
         Credit to Borrowing Base      Letter of Credit Fee %
         ------------------------      ----------------------
<S>                                    <C>
              < .50 to 1                      1.250%
         > or = .50 to 1 < .75 to 1           1.500%
         > or = .75 to 1 < .90 to 1           1.750%
         > or = .90 to 1                      1.875%
</TABLE>


         1.2. Additional Definitions. Section 2.1 of the Credit Agreement shall
be amended to add the following definitions to such Section:

                  "Supplemental LC Bank" means Fleet National Bank, Comerica
         Bank-Texas and any other financial institution listed on Schedule 7
         hereto as having a Supplemental LC Commitment, and its successors and
         assigns, and "Supplemental LC Banks" means all Supplemental LC Banks.

                  "Supplemental LC Commitment" means, with respect to any
         Supplemental LC Bank, the commitment of such Supplemental LC Bank to
         purchase its Supplemental LC Commitment Percentage of the Total
         Supplemental LC Commitment to Borrower pursuant to Section 3.1(d). The
         amount of each Supplemental LC Bank's Supplemental LC Commitment is the
         amount set forth opposite such Supplemental LC Bank's name on Schedule
         7 hereto.

                                       -2-


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                  "Supplemental LC Commitment Percentage" means, with respect to
         any Supplemental LC Bank at any time, the Supplemental LC Commitment
         Percentage for such Supplemental LC Bank set forth on Schedule 7
         hereto.

                  "Third Amendment" means that certain Third Amendment to
         Amended and Restated Credit Agreement dated as of November 1, 2000,
         entered into by and among Parent, Borrower, Administrative Agent and
         Banks a party thereto.

                  "Total Supplemental LC Commitment" means the Supplemental LC
         Commitments of all Supplemental LC Banks in an aggregate amount of
         $15,000,000.

         1.3. Supplemental Letters of Credit. Section 3.1(d) of the Credit
Agreement shall be amended to read in full as follows:

                  "(d) In addition to Letters of Credit issued pursuant to
         Section 3.1(b), upon request from Borrower from time to time, Fleet
         National Bank may, in its sole discretion and without any obligation to
         do so, issue letters of credit for the account of Borrower pursuant to
         this Section 3.1(d) which shall, except as expressly provided to the
         contrary in this Section 3.1(d) or otherwise herein, be considered
         "Letters of Credit" for all purposes of this Agreement. Upon the date
         of issuance of a Supplemental Letter of Credit, Fleet National Bank
         shall be deemed to have sold to each other Supplemental LC Bank, and
         each other Supplemental LC Bank shall be deemed to have unconditionally
         and irrevocably purchased from Fleet National Bank, a non-recourse
         participation in the related Supplemental Letter of Credit and
         Supplemental Letter of Credit Exposure equal to such Supplemental LC
         Bank's Supplemental LC Commitment Percentage of such Supplemental
         Letter of Credit and Supplemental Letter of Credit Exposure. Any Letter
         of Credit issued pursuant to this Section 3.1(d) is referred to herein
         as a "Supplemental Letter of Credit". Notwithstanding anything
         contained herein to the contrary, Supplemental Letters of Credit shall
         be subject to the following terms and conditions:

                  (i) the aggregate Supplemental Letter of Credit Exposure
         outstanding with respect to all Supplemental Letters of Credit shall
         not exceed the Total Supplemental LC Commitment at any time;

                  (ii) Supplemental Letters of Credit shall be issued for the
         sole account and risk of Supplemental LC Banks, and no other Bank shall
         be deemed to have any participation interest in such Supplemental
         Letters of Credit or related Supplemental Letter of Credit Exposure or
         any reimbursement obligation or other credit risk related thereto;

                  (iii) any Request for Letter of Credit issued by Borrower with
         respect to any Supplemental Letter of Credit shall clearly state that
         the requested Letter of Credit is to be a Supplemental Letter of
         Credit, and, simultaneously with the issuance of any Supplemental
         Letter of Credit, Fleet National Bank shall deliver written notice to
         each Supplemental LC Bank and each other Bank of the issuance thereof
         and specifying the amount and terms of


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         such Supplemental Letter of Credit and that such Letter of Credit is a
         Supplemental Letter of Credit for purposes of this Agreement;

                  (iv) Supplemental LC Banks shall be entitled to receive and
         retain, for their sole account, all Supplemental Letter of Credit Fees
         payable in respect of any Supplemental Letter of Credit;

                  (v) Supplemental Letter of Credit Exposure with respect to
         Supplemental Letters of Credit will not be deemed to be outstanding
         solely for purposes of (A) determining the amounts available to be
         borrowed pursuant to Section 3.1(a), (B) the limitations on the amounts
         of Letters of Credit issuable to Borrower pursuant to Section 3.1(b),
         (C) the existence of any Borrowing Base Deficiency, or (D) determining
         the Availability hereunder; and

                  (vi) Supplemental Letters of Credit shall only be Hedge
         Transaction Letters of Credit.

                  In connection with the issuance of Supplemental Letters of
         Credit hereunder, Borrower shall pay to Fleet National Bank in respect
         of such Supplemental Letters of Credit (a) the applicable Supplemental
         Letter of Credit Fee in accordance with Section 3.14, and (b) at the
         time of issuance of each Supplemental Letter of Credit, the applicable
         Letter of Credit Fronting Fee. Fleet National Bank shall distribute the
         Supplemental Letter of Credit Fee to Supplemental LC Banks in
         accordance with their respective Supplemental LC Commitment
         Percentages, and Fleet National Bank shall be entitled to receive and
         retain the Letter of Credit Fronting Fee for its own account. Any (y)
         material amendment or modification, or (z) renewal or extension of any
         Supplemental Letter of Credit shall be deemed to be the issuance of a
         new Supplemental Letter of Credit for purposes of this Section 3.1(d).
         Notwithstanding anything to the contrary contained herein, Borrower
         shall pay to Fleet National Bank in connection with any amendment or
         modification of any nature, Fleet National Bank's usual and customary
         fees for amendments or modifications to, and processing of, Letters of
         Credit.

                  Borrower shall be obligated to reimburse Fleet National Bank
         upon demand for all amounts paid under Supplemental Letters of Credit;
         provided, however, if Borrower for any reason fails to reimburse Fleet
         National Bank in full upon demand, Supplemental LC Banks shall
         reimburse Fleet National Bank in accordance with each Supplemental LC
         Bank's Supplemental LC Commitment Percentage for amounts due and unpaid
         from Borrower as set forth hereinbelow; provided, further, however,
         that no such reimbursement made by Supplemental LC Banks shall
         discharge Borrower's obligation to reimburse Fleet National Bank. All
         reimbursement amounts payable by any Supplemental LC Bank under this
         Section 3.1(d) shall include interest thereon at the Federal Funds
         Rate, from the date of the payment of such amounts by Fleet National
         Bank to the date of reimbursement by such Supplemental LC Bank. The
         reimbursement obligations of Supplemental LC Banks under this paragraph
         shall continue after the Termination Date and shall survive termination
         of this Agreement and the other Loan Papers.


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         1.4. Letter of Credit Fees. Section 3.14 of the Credit Agreement shall
be amended to read in full as follows:

                  "SECTION 3.14. Letter of Credit Fees. On the Revolver
         Conversion Date, and on the last day of each Fiscal Quarter prior to
         the Revolver Conversion Date, and, in the event the Commitments are
         terminated in their entirety prior to the Revolver Conversion Date, on
         the date of such termination, Borrowers shall pay to Administrative
         Agent or Fleet National Bank (as applicable) (to be distributed by
         Administrative Agent or Fleet National Bank (or retained by Fleet
         National Bank, as applicable) in accordance with Sections 3.1(b) and
         3.1(d)) the Letter of Credit Fee and Supplemental Letter of Credit Fee
         which accrued during such Fiscal Quarter (or portion thereof), computed
         on the basis of actual days elapsed and as if each calendar year
         consisted of 360 days."

         1.5. Amendment to Borrowing Conditions. Section 7.2(e) of the Credit
Agreement shall be amended to read in full as follows:

                  "(e) following the issuance of any Letter(s) of Credit, the
         aggregate Letter of Credit Exposure of all Banks (with respect to
         Letters of Credit which are not Supplemental Letters of Credit) shall
         not exceed $15,000,000, and the aggregate Supplemental Letter of Credit
         Exposure of all Supplemental LC Banks with respect to all Supplemental
         Letters of Credit shall not exceed $15,000,000."

         1.6. New Schedule 7. The Credit Agreement shall be amended to add
Schedule 7 attached hereto as a new Schedule 7 thereto, which shall be made a
part of the Credit Agreement.

         SECTION 2. Assignment of Supplemental Letter of Credit Commitment. By
this Third Amendment, and effective as of the Effective Date, and for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Fleet
National Bank, individually and not as Administrative Agent (referred to in this
Section 2 as "Assignor") hereby sells and assigns to Comerica Bank-Texas
(referred to in this Section 2 as "Assignee"), and Assignee hereby purchases and
assumes from Assignor, 8.8% of the Total Supplemental LC Commitment (as defined
in the Credit Agreement as amended by this Third Amendment) as in effect on and
as of the Effective Date. As of the Effective Date, (i) Assignor's Supplemental
LC Commitment Percentage shall be 91.2%, and Assignor's Supplemental LC
Commitment shall be $13,680,000, and (ii) Assignee's Supplemental LC Commitment
Percentage shall be 8.8%, and Assignee's Supplemental LC Commitment shall be
$1,320,000.

         SECTION 3. Representations and Warranties. In order to induce
Administrative Agent and Banks to enter into this Third Amendment, Parent and
Borrower hereby jointly and severally represent and warrant to Administrative
Agent and each Bank that:

         3.1. Accuracy of Representations and Warranties. Each representation
and warranty of the Credit Parties contained in the Loan Papers is true and
correct in all material respects as of the date hereof (except to the extent
that such representations and warranties are expressly made as of


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<PAGE>   6


a particular date, in which event such representations and warranties were true
and correct as of such date);

         3.2. Absence of Defaults. Neither a Default nor an Event of Default has
occurred which is continuing;

         3.3. No Defense. No Credit Party has any defenses to payment,
counterclaims or rights of set-off with respect to the Obligations on the date
hereof;

         SECTION 4. Miscellaneous.

         4.1. Reaffirmation of Loan Papers; Extension of Liens. Any and all of
the terms and provisions of the Credit Agreement and the Loan Papers shall,
except as amended and modified hereby, remain in full force and effect. Parent
and Borrower hereby extend the Liens securing the Obligations until the
Obligations have been paid in full, and agree that the amendments and
modifications herein contained shall in no manner affect or impair the
Obligations or the Liens securing payment and performance thereof.

         4.2. Parties in Interest. All of the terms and provisions of this Third
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

         4.3. Counterparts. This Third Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however, no
party shall be bound by this Third Amendment until this Third Amendment has been
executed by Parent, Borrower, Administrative Agent and Banks at which time this
Third Amendment shall be binding on, enforceable against and inure to the
benefit of Parent, Borrower, Administrative Agent and each Bank. Facsimiles
shall be effective as originals.

         4.4. Legal Expenses. Parent and Borrower hereby jointly and severally
agree to pay on demand all reasonable fees and expenses of counsel to
Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Third Amendment and all related
documents.

         4.5. COMPLETE AGREEMENT. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND
THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         4.6. Headings. The headings, captions and arrangements used in this
Third Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Third Amendment, nor
affect the meaning thereof.

         4.7. Effectiveness. This Third Amendment shall be effective
automatically and without necessity of any further action by Borrower, Parent,
Administrative Agent or Banks when


                                       -6-
<PAGE>   7



counterparts hereof have been executed by Borrower, Parent and Banks, and all
conditions to the effectiveness hereof set forth herein have been satisfied.

         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed by their respective Authorized Officers on the date and year
first above written.

                           [Signature pages to follow]


                                       -7-
<PAGE>   8


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



PARENT:

PRIZE ENERGY CORP.,
a Delaware corporation

By: /s/ Lon C. Kile
    ---------------
    Lon C. Kile,
    President


BORROWER:

PRIZE ENERGY RESOURCES, L.P.,
a Delaware limited partnership

By: Prize Operating Company,
    a Delaware corporation,
    its sole general partner

By: /s/ Lon C. Kile
    ---------------
    Lon C. Kile,
    President



<PAGE>   9


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



ADMINISTRATIVE AGENT:

FLEET NATIONAL BANK,
successor-in-interest to
BankBoston, N.A., as
Administrative Agent

By:    /s/ Stephen J. Hoffman
       ----------------------
Name:  Stephen J. Hoffman
       ----------------------
Title: Vice President
       ----------------------

FLEET NATIONAL BANK,
successor-in-interest to
BankBoston, N.A., as a Bank

By:    /s/ Stephen J. Hoffman
       ----------------------
Name:  Stephen J. Hoffman
       ----------------------
Title: Vice President
       ----------------------


<PAGE>   10


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



FIRST UNION NATIONAL BANK


By:
       ----------------------
Name:
       ----------------------
Title:
       ----------------------



<PAGE>   11


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



CIBC INC.


By:    /s/ M. Beth Miller
       --------------------
Name:  M. Beth Miller
       --------------------
Title: Authorized Signatory
       --------------------


<PAGE>   12


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



BANK ONE, TEXAS, N.A.


By:    /s/ W. Mark Cranmer
       -------------------
Name:  W. Mark Cranmer
       -------------------
Title: Vice President
       -------------------


<PAGE>   13


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



CHRISTIANIA BANK


By:    /s/ Peter M. Dodge
       ------------------------
Name:  Peter M. Dodge
       ------------------------
Title: Senior Vice President
       ------------------------


By:    /s/ Carl Petter Svendsen
       ------------------------
Name:  Carl Petter Svendsen
       ------------------------
Title: Senior Vice President
       ------------------------


<PAGE>   14


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



BANK OF SCOTLAND


By:    /s/ Joseph Fratus
       -----------------
Name:  Joseph Fratus
       -----------------
Title: Vice President
       -----------------


<PAGE>   15


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



COMERICA BANK - TEXAS


By:    /s/ David Montgomery
       --------------------
Name:  David Montgomery
       --------------------
Title: Vice President
       --------------------


<PAGE>   16


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



FORTIS CAPITAL CORP.


By:    /s/ Deirdre Sanborn
       -------------------------
Name:  Deirdre Sanborn
       -------------------------
Title: Vice President
       -------------------------


By:    /s/ Christopher S. Parada
       -------------------------
Name:  Christopher S. Parada
       -------------------------
Title: Vice President
       -------------------------


<PAGE>   17


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



THE BANK OF NOVA SCOTIA


By:    /s/ F.C.H. Ashby
       ------------------------------
Name:  F.C.H. Ashby
       ------------------------------
Title: Senior Manager Loan Operations
       ------------------------------

<PAGE>   18


                                 SIGNATURE PAGE
                                       TO
                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT BY AND AMONG
                PRIZE ENERGY CORP., PRIZE ENERGY RESOURCES, L.P.,
                  FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT,
                          AND THE BANKS A PARTY THERETO



THE FROST NATIONAL BANK


By:    /s/ John S. Warren
       ---------------------
Name:  John S. Warren
       ---------------------
Title: Senior Vice President
       ---------------------