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PRIOR
    
    LOAN NUMBER
    
    ACCT. NUMBER
    
    AGREEMENT DATE
    
    CREDIT LIMIT
    
    MATURITY DATEOBLIGATIONINFORMATION
    
    7200001800
    
    103476
    
    01/03/00
    
    $9,000,000.00
    
    09/30/07LOAN NUMBER
    
    ACCT. NUMBER
    
    MODIFICATION DATE
    
    CREDIT LIMIT7200001800
    
    103476
    
    08/01/06
    
    $50,000,000.00AMENDED
    
    MATURITY DATE
    
    INDEX (w/margin)
    
    INTEREST RATE
    
    INITIALSOBLIGATIONINFORMATION07/31/10
    
    Wall Street Journal
Prime minus 1.125%
    
    7.125%
    
    DJCreditor Use Only
 DEBT MODIFICATION AGREEMENT
   ST
  
 1.
    
    DEFINITIONS. In this Modification, these terms have the following meanings:
 A. Pronouns
 B. Amended Obligation
 C. Loan
 D. Modification
 E. Prior Obligation




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2.
    
    BACKGROUND. You and I have previously entered into a Prior Obligation. As of the date of
this Modification, the outstanding, unpaid balance of the Prior Obligation is $3,114,171.72.
Conditions have changed
since the execution of the Prior Obligation instruments. In response, and for value
received, you and I agree to modify the terms of the Prior Obligation, as provided for in
this Modification.3.
    
    TERMS. The Prior Obligation is modified as follows:
 A. Promise to Pay
 (1)
    
    PROMISE TO PAY. For value received, I promise to pay you or your
order, at your address, or at such other location as you may designate, amounts
advanced from time to time under the terms of this Loan up to the maximum
outstanding principal balance of $50,000,000.00 (Principal), plus interest from
the date of disbursement, on the unpaid outstanding Principal balance until this
Loan is paid in full and Lender has no further obligations to make advances to
you under this Loan.
  B. Interest
 (1)
    
    INTEREST. Interest will accrue on the unpaid Principal balance of
this Loan at the rate of 7.125 percent (Interest Rate)until August 2, 2006,
after which time it may change as described in the Variable Rate subsection.
 (a)
    
    Maximum Interest Amount. Any amount assessed or
collected as interest under the terms of this Loan will be limited to the
maximum lawful amount of interest allowed by state or federal law,
whichever is greater. Amounts collected in excess of the maximum lawful
amount will be applied first to the unpaid principal balance. Any
remainder will be refunded to me.(b)
    
    Statutory Authority. The amount assessed or
collected on this Loan is authorized by the Wyoming usury laws under Wyo.
Stat. § 40-14-358.(c)
    
    Accrual. Interest accrues using an Actual/360 days
counting method.(d)
    
    Variable Rate. The Interest Rate may change during
the term of this transaction.
 (1)
    
    Index. Beginning with the first Change
Date, the Interest Rate will be based on the following index: the
base rate on corporate loans posted by at least 75% of the nations
30 largest banks known as the Wall Street Journal Prime Rate.
 The Current Index is the most recent index figure available on each
Change Date. You do not guaranty by selecting this Index, or the margin,
that the Interest Rate on the loan will be the same rate you charge on
any other loans or class of loans you make to me or other borrowers. If
this Index is no longer available, you will substitute a similar index.
You will give me notice of your choice.
 (2)
    
    Change Date. Each date on which the
Interest Rate may change is called a Change Date. The Interest Rate
may change August 2, 2006 and daily thereafter.(3)
    
    Calculation of Change. On each Change
Date you will calculate the Interest Rate, which will be the Current
Index minus 1.125 percent. The result of this calculation will be
rounded to the nearest .001 percent. Subject to any limitations,
this will be the Interest Rate until the next Change Date. The new
Interest Rate will become effective on each Change Date. The
Interest Rate and other charges on the Loan will never exceed the
highest rate or charge allowed by law for the Loan.




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(4)
    
    Effect of Variable Rate. A change in the
Interest Rate will have the following effect on the payments: The
amount of scheduled payments will change.
 C. Maturity and Payments
 (1)
    
    PAYMENT. I agree to pay all accrued interest on the balance
outstanding from time to time in regular payments beginning August 31, 2006, then
on the same day of each month thereafter. A final payment of the entire unpaid
outstanding balance of Principal and Interest will be due July 31, 2010.
 Payments will be rounded to the nearest $.01. With the final payment I also agree to
pay any additional fees or charges owing and the amount of any advances you have made
to others on my behalf. Payments scheduled to be paid on the 29th,
30th or 31st day of a month that contains no such day will,
instead, be made on the last day of such month.
 (2)
    
    Maturity. The maturity provision is modified to read:
 (a)
    
    Maturity Date. Consistent with our existing periodic
payment arrangement, except any scheduled, final payment, I agree that the
entire outstanding balance of Principal and accrued interest is due on, or
before, July 31, 2010.
 D. Fees and Charges
 (1)
    
    Nonrefundable Fees and Charges. The following fees are earned when
collected and will not be refunded if I prepay this Loan before the scheduled
maturity date. Loan. A(n) Loan fee of $58,000.00 payable from separate funds on or
before todays date. (.25% of commitment less a credit of $4,500.00 paid on
the current facility.)
 4.
    
    CONTINUATION OF TERMS. Except as specifically amended by this Modification, all of the terms
of the Prior Obligation shall remain in full force and effect.5.
    
    WAIVER. I waive all claims, defenses, setoffs, or counterclaims relating to the Prior
Obligation, or any document securing the Prior Obligation, that I may have. Any party to the
Prior Obligation that does not sign this Modification, shall remain liable under the terms of
the Prior Obligation unless released in writing by you.6.
    
    REASONS FOR MODIFICATION.THIS DEBT MODIFICATION IS TO:
(1) CHANGE THE INTEREST RATE TO WALL STREET JOURNAL PRIME MINUS 1.125%, ADJUSTING DAILY.
(2) EXTEND THE MATURITY DATE TO JULY 31, 2010.
(3) INCREASE THE CREDIT LIMIT OF THIS REVOLVING LINE OF CREDIT TO $50,000,000.00, WITH AN INITIAL
BORROWING BASE OF $25,000,000.00.
(4) TO ADD COVENANTS LISTED ON THE COMMERCIAL LOAN AGREEMENT AMENDMENT. EXHIBIT B NEW
COVENANTS.7.
    
    ADDITIONAL TERMS. A MORTGAGE ADDENDUM TO INCLUDE ADDITIONAL PROPERTIES TAKEN AS SECURITY IS
A PART OF THIS AGREEMENT AND ATTACHED. ANY THIRD PARTY LEGAL FEES IN EXCESS OF $5,000,00 WILL
BE PAID BY DOUBLE EAGLE PETROLEUM CO. THIS DEBT MODIFICATION AGREEMENT IS A CONTINUATION AND
SUBSTITUTION OF THAT PROMISSORY NOTE DATED JANUARY 3, 2000 AND ANY AMENDMENTS AND
MODIFICATIONS THERETO AND REPRESENTS A CONTINUATION OF THE INDEBTEDNESS EVIDENCED THEREBY.




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LOAN BALANCES REFERRED TO IN THIS AGREEMENT MAY BE THE BALANCES IN EFFECT AS OF THE DATE THIS
AGREEMENT WAS PREPARED. ALL TERMS AND CONDITIONS, EXCEPT AS SPECIFICALLY MODIFIED HEREIN, OF
THE PRIOR OBLIGATIONS ARE HEREBY RATIFIED AND CONFIRMED. CONSENT BY LENDER TO THIS
MODIFICATION DOES NOT WAIVE LENDERS RIGHT TO REQUIRE STRICT PERFORMANCE OF THE PRIOR
OBLIGATIONS, AS MODIFIED, NOR
OBLIGATE LENDER TO MAKE ANY FUTURE MODIFICATIONS. BORROWER AFFIRMS THAT THE LENDER HAS FULLY
PERFORMED ITS OBLIGATIONS IN REGARD TO THE INDEBTEDNESS HEREBY BEING MODIFIED, AND THAT
BORROWER HAS NO DEFENSES TO PAYMENT OR RIGHT OF OFFSET AGAINST PAYMENTS OTHERWISE DUE.
 8.
    
    SIGNATURES. By signing, I agree to the terms contained in this Modification. I also
acknowledge receipt of a copy of this Modification.BORROWER:
 DOUBLE EAGLE PETROLEUM CO.BySTEPHEN H. HOLLIS, PRESIDENTBy:LONNIE BROCK, CHIEF FINANCIAL OFFICER
 LENDER:
 AMERICAN NATIONAL BANKByDALLEN JUELFS, PRESIDENT




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AUTHORIZATION
 1.
    
    ENTITY CERTIFICATIONS. I, STEPHEN H. HOLLIS, PRESIDENT and LONNIE BROCK, CHIEF FINANCIAL
OFFICER certify that:
 A.
 B.
 C.
 D.
 E.
 F.
 2.
    
    GENERAL AUTHORIZATIONS. I certify Corporation authorizes and agrees that:
 A.
 B.
 C.
 D.
 E.
 F.
 G.




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3.
    
    SPECIFIC AUTHORIZATIONS. The following persons (Agents) are authorized to act on behalf of
Corporation in fulfilling the purposes of this Authorization:
 Name and Title
    
    Signature
    
    
    
    Facsimile SignatureSTEPHEN H. HOLLIS, PRESIDENTLONNIE BROCK, CHIEF FINANCIAL OFFICER
  A.
 B.
  C.
  D.
  E.




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4.
    
    INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the
singular. The section headings are for convenience only and are not to be used to interpret
or define the terms of this Authorization.
 SIGNATURES
 AUTHORIZATIONS SIGNER:
 DOUBLE EAGLE PETROLEUM CO.By
    
    
    
    (Seal)STEPHEN H. HOLLIS, PRESIDENTBy
    
    
    
    (Seal)LONNIE BROCK, CHIEF FINANCIAL OFFICER




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Double Eagle Petroleum Co. #7200001800
Part of Modification Agreement dated 08/01/06
 Exhibit A
CURRENT COVENANTS
 1.
    
    Annual audited financial statements will be received by March 31st of each year. Quarterly
(10Qs) will be provided within 45 days of each quarter end.2.
    
    A Current Ratio of 1:1 will be maintained and calculated as follows: (cash + accounts
receivable + availability on the line of credit shall be equal to or greater than current
liabilities). Should the borrower fall out of compliance on this covenant, a period of six
months will be allowed to remedy the situation before the loan is considered to be in default.
This ratio will be reviewed on a quarterly basis. The remedy period begins as of the quarter
end being reviewed.3.
    
    No unencumbered oil and gas properties are to be pledged as security without American
National Banks written consent.4.
    
    The existing line of credit, loan #7200001800 may be utilized by American National Bank to
advance on any demands from third party beneficiaries up to an aggregate amount of $250,000.
This requirement includes, but is not limited to, Letter of Credit #338 in the amount of
$32,000, Letter of Credit #356 in the amount of $12,379.25, and Letter of Credit #358 in the
amount of $21,389. Demand can be made by American National Bank at any time. Availability
against this line of credit will be reduced by the sum of all outstanding Letters of Credit.5.
    
    The engineering reports will govern the proposed lendable amount under a 65% margined loan to
value. (65% of the NPV 10% using pricing allowed by bank policy). Annual independent
engineering will be required on or before March 31st of each year.6.
    
    Standard loan agreements as set forth in the original loan agreement dated 01-03-2000 will be
ongoing (see attached Exhibit AI).
  Stephen H. Hollis, President
    
    
    
    Lonnie Brock, CFO




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Double Eagle Petroleum Co. #7200001800
Part of Modification Agreement dated 08/01/06
 Exhibit B
NEW COVENANTS
 1.
    
    The next Borrowing Base Review will be conducted 12/06 and June and December of every year
thereafter.2.
    
    The annual review will be conducted each June in conjunction with the Borrowing Base review.3.
    
    There will be an annual fee invoiced of .125% on the committed amount as of August 1st of each year.4.
    
    An unused commitment fee equal to .375% per annum of the difference between the average
Borrowing Base and the average outstanding balance will be invoiced quarterly. Example:
$10,000;000 average unused for three months x .375%/4 = an additional fee of $9,375 for the
quarter.5.
    
    A monthly summary of gas and oil production, operating expenses and budget variances as
prepared in-house will be provided to American National Bank within 45 days of each month end.6.
    
    The negative pledge agreement (#3 of Exhibit A) will include the assets of Eastern Washakie
Midstream, LLC.7.
    
    Hedging or forward sales in excess of 85% of the proved developed and producing oil and gas
production will not be allowed without American National Banks written consent.8.
    
    Stockholders equity will not drop below $22,500,000 as determined from quarterly financials.
A six month period from the end of the quarter will be provided to remedy this before it is
considered a breach of the covenant.9.
    
    At least 80% of the proved producing properties will continue to be held as security at
American National Bank as determined by annual reviews each June.10.
    
    The bank account officer will conduct a field inspection of the Cow Creek, Doty Mountain and
the Pipeline owned by Eastern Washakie Midstream, LLC (Rawlins and Baggs) areas prior to
funding this credit facility in excess of $9,000,000 and annually thereafter.11.
    
    Double Eagle Petroleum Co. will continue using American National Bank for their primary
operating accounts during the term of this commitment.




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Double Eagle Petroleum Co. #7200001800
Part of Modification Agreement dated 08/01/06
 12.
    
    Any assets sold in excess of $500,000 will require notification to American National Bank.
Asset sales in excess of $1,000,000 will require written consent from American National Bank13.
    
    Hedging services as provided by the Bank of Oklahoma will be available to Double Eagle
Petroleum Co. however this is not a requirement of this credit facility. General terms and
conditions of this Hedging Service are set forth in Exhibit B1. In the event Double
Eagle elects to exercise an agreement for these services with Bank of Oklahoma, the following
requirements will be made:
 a.
    
    (Cross Default) A breach by the Borrower of any terms of any ISDA
Master Agreement or any schedules or annexes thereto (collectively the ISDA
Agreement) shall constitute a breach of the terms the Credit Documents (as defined in
the ISDA Agreement).b.
    
    (Early Termination)For avoidance of doubt and notwithstanding any other
provisions contained herein or contained in the ISDA Agreement, in addition to any
other remedies to which the Bank may be entitled, upon Termination (as defined in the
ISDA Agreement) of the ISDA Agreement, the Bank shall have the right to (i) immediately
liquidate all Specified Transactions between the Borrower and the Bank and (ii) setoff
against obligations owed by the Borrower to the Rank any amounts owed the Borrower by
the Bank.c.
    
    (Perfecting Collateral)Any obligation owed by the Borrower to the Bank
arising under the ISDA Agreement shall (i) be deemed to be an advance against the line
of credit established by the Credit Documents for the purpose of determining the amount
of available credit remaining upon which the Borrower may draw, if any; and, (ii) upon
notice to the Borrower by the Bank, shall also be deemed funds borrowed under the
Credit Documents.
  Stephen H. Hollis, President
    
    
    
    Lonnie Brock, CFO




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Double Eagle Petroleum Co. #7200001800
Part of Modification Agreement dated 08/01/06
 Exhibit Bl
 HEDGING
 Definitions:
 Borrower and/or Bank of Oklahoma National Association (BOK) Hedging Obligations
 Extended Hedging Repayment Date
 Hedging Loan
 Hedging Obligations
 Hedging Settlement Date
 ISDA Agreement
 Maturity Date (Hedging)
 Maximum Hedging Amount




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Section 1.1. The Hedging Loan
    Section 1.2. The Note; ISDA Agreement; Interest




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LOAN NUMBER
    
    LOAN NAME
    
    ACCT. NUMBER
    
    AGREEMENT DATE
    
    INITIALS7200001800
    
    Double Eagle
Petroleum and
Mining Co.
    
    
    0109
    
    
    01/03/00
    
    CBNOTE AMOUNT
    
    INDEX (w/Margin)
    
    RATE
    
    MATURITY DATE
    
    LOAN PURPOSE$3,000,000.00
    
    Wall Street Journal
Prime
    
    
    8.5
    %
    
    01/03/01
    
    Commercial
 COMMERCIAL LOAN AGREEMENT
 Revolving Draw Loan




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BORROWER:Double Eagle Petroleum and Mining Co.Stephen H. Hollis, PresidentD. Steven Degenfelder, Vice PresidentLENDER:American National BankCary Brus, Vice President