<PAGE>

                         FIRST AMENDMENT TO CREDIT AGREEMENT
                                   (March 29, 1999)


     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") is made and 
entered into as of March 29, 1999, among MICHAEL PETROLEUM CORPORATION, a 
Texas corporation (the "BORROWER"), the entities listed on the signature 
pages hereof as Lenders (collectively, the "Lenders"), and CHRISTIANIA BANK 
OG KREDITKASSE ASA ("CHRISTIANIA") as administrative agent (in such capacity, 
the "Agent").

                                 W I T N E S S E T H

     WHEREAS, the Borrower, the Agent and the Lenders entered into that 
certain Credit Agreement dated as of May 15, 1999 (the "CREDIT AGREEMENT"); 
and 

     WHEREAS, the Borrower, the Agent and the Lenders wish to amend the 
Credit Agreement and provider for certain other matters as set forth herein;

     NOW, THEREFORE, for and in consideration of the mutual promises, the 
mutual agreements contained herein and for other good and valuable 
consideration, the receipt of which is hereby acknowledged, the parties 
hereto do hereby agree as follows:

     1.   DEFINITIONS.

     (a)  Capitalized terms used and not defined in this Amendment shall have 
the meanings specified in the Credit Agreement.

     (b)  The definitions of "ABR" and "EURODOLLAR RATE" in Article I of the 
Credit Agreement are hereby deleted in their entirety and replaced by the 
following definitions of such terms:

          ABR means the highest of (i) the rate of interest publicly announced
     by Agent as its prime rate in effect at its principal office in New York
     City (the "Prime Rate") plus 0.5%, (ii) the secondary market rate for
     three-month certificates of deposit (adjusted for statutory reserve
     requirements) PLUS 1.5% and (iii) the Federal Funds Rate PLUS 1.0%.

          EURODOLLAR RATE means the rate (adjusted for statutory reserve
     requirements for eurocurrency liabilities) at which eurodollar deposits for
     one, two, three, or six (or, if available and acceptable to Required
     Lenders, nine or twelve) months (as selected by Borrower) are offered to
     Agent in the Interbank eurodollar market, PLUS 2.25%.

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     2.   WAIVER REGARDING LATE PRODUCTION REPORT.  The Agent and the Lenders 
acknowledge that they have received the Production Report required under the 
terms of SECTION 5.1 of the Credit Agreement to be delivered no later than 45 
days after (the "REQUIRED DELIVERY DATE") the last day of the calendar 
quarter commencing October 1, 1998 and hereby waive any Potential Default or 
Default arising from the delivery of such Production Report after the 
Required Delivery Date.

     3.   ACKNOWLEDGMENT AND WAIVER REGARDING NON-COMPLIANCE WITH SECTION 
7.17. The Agent and the Lenders acknowledge that they received timely (within 
the requirements of SECTION 5.4 of the Credit Agreement) notice of the 
failure by Borrower to comply with the Minimum Interest Coverage Ratio 
covenant set forth in SECTION 7.17 of the Credit Agreement as of the last day 
of the fiscal quarter ended December 31, 1998 and the Lenders hereby waive 
the Default arising from such failure.

     4.   AMENDMENT TO SECTION 7.17.  SECTION 7.17 of the Credit Agreement is 
deleted in its entirety and replaced by the following SECTION 7.17:

          "Section 7.17 MINIMUM INTEREST COVERAGE RATIO.  Borrower shall
     not permit the Interest Coverage Ratio to be less than 1.3 to 1.0 as
     of the last day of the fiscal quarters ending March 31 and June 30,
     1999, 1.4 to 1.0 as of the last day of the fiscal quarter ending
     September 30, 1999; 1.5 to 1.0 for the fiscal quarter ending December
     31, 1999; or 2.0 to 1.0 as of the last day of any fiscal quarter
     ending after December 31, 1999."

     5.   CONDITIONS TO EFFECTIVENESS OF AMENDMENT.  The obligations of the 
Lenders herein and the effectiveness of the other provisions of this 
Amendment shall be subject to the fulfillment of the following conditions 
precedent in a manner satisfactory to the Agent:

     (a)  The Agent shall have received all the following (each of the 
following documents in form and substance satisfactory to the Agent):

          (i)   A copy of the resolutions of the Board of Directors of the
     Borrower, dated on the date hereof, certified by the Secretary of Assistant
     Secretary of the Borrower, authorizing the execution, delivery and
     performance by the Borrower of this Amendment and any other document to be
     delivered by the Borrower pursuant hereto;

          (ii)  A certificate of the Secretary or an Assistant Secretary of the
     Borrower, dated on the date hereof, as to the incumbency and signature of
     the officers of the Borrower authorized to sign this Amendment and any
     other document to be delivered by the Borrower pursuant hereto, together
     with evidence of the incumbency of such Secretary or Assistant Secretary;

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          (iii) All consents, approvals, waivers, authorizations and orders of
     any courts or governmental authorities (including, without limitation,
     federal and state banking authorities) or third parties required in
     connection with the execution, delivery and performance by the Borrower of
     this Amendment and each document to be delivered by Borrower pursuant
     hereto and the performance of the transaction contemplated hereby; and 

          (iv)  All other documents the Agent may reasonably request with
     respect to any matter relevant to this Amendment and the transactions
     contemplated hereby;

     (b)  The representations and warranties contained in the Credit 
Agreement, as amended hereby, shall be true and correct in all material 
respects on and as of the date hereof and on and as of the date of actual 
execution and delivery hereof by the Borrower; and

     (c)  All corporate and legal proceedings and all documents required to 
be completed and executed by the provisions of, and all instruments to be 
executed in connection with the transactions contemplated by, this Amendment 
and any related agreements shall be satisfactory in form and substance to the 
Agent, and the Agent shall have received all information and copies of all 
documents, including records of corporate proceedings, required by this 
Amendment and any related agreements to be executed or which the Agent may 
reasonably have requested in connection therewith, such documents, where 
appropriate, to be certified by proper corporate or governmental authorities.

     6.   DEFAULTS AND POTENTIAL DEFAULTS. The Borrower represents and 
warrants that after giving effect to this Amendment no Default or Potential 
Default exists under the Credit Agreement.

     7.   EXPENSES.  The Borrower shall pay all out-of-pocket expenses of the 
Agent arising in connection with the Loans and the preparation, execution 
delivery and administration of this Amendment, including, but not limited to, 
all reasonable legal fees and expenses incurred by the Agent.

     8.   CONTINUED EFFECT.  Except to the extent expressly provided herein, 
all terms, provisions and conditions of the Credit Agreement shall continue 
in full force and effect and the Credit Agreement shall remain enforceable 
and binding in accordance with its terms.  The Borrower further ratifies, 
affirms, renews and extends the liens and security interests in the 
Collateral granted pursuant to the Security Documents.

     9.   CHOICE OF LAW.  This Amendment shall be governed by and construed 
in accordance with the laws of the State of New York.

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     10.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, all of which when taken together shall constitute one and the 
same document, and each party hereto may execute this Amendment by signing 
any of such counterparts.

     11.  SUCCESSORS.  This Amendment shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and assigns; 
provided, however, that the Borrower shall not assign any of its rights 
hereunder without the prior written consent of the Lenders.

     12.  ENTIRE AGREEMENT.  THE LOAN DOCUMENTS, INCLUDING THIS AMENDMENT, 
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED 
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE 
PARTIES.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
executed by their respective officers, to be effective as of the date first 
above written.

                                      MICHAEL PETROLEUM CORPORATION



                                      By:  /s/ROBERT L. SWANSON
                                          ------------------------------------
                                      Name:
                                            ----------------------------------
                                      Title:    VICE PRESIDENT - FINANCE
                                             ---------------------------------



                                      CHRISTIANIA BANK OG KREDITKASSE, 
                                      ASA, as the Agent and sole Lender



                                      By:  /S/WILLIAM S. PHILLIPS
                                          ------------------------------------
                                      Name:
                                            ----------------------------------
                                      Title:    FIRST VICE PRESIDENT
                                             ---------------------------------




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