Second Amendment to Third Amended and Restated Credit Agreement



 Exhibit 10.1.3 
  
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
  
 This Second Amendment to Third Amended and Restated Credit Agreement (this “Second Amendment”) is entered into as of the 1st day of October, 2003 (the “Effective Date”),
by and among Patina Oil & Gas Corporation, a Delaware corporation (“Borrower”), Bank One, NA, as Administrative Agent (“Administrative Agent”), and the financial institutions parties hereto as
Banks (“Banks”). 
  
 W I T N E S S E
T H 
  
 WHEREAS, Borrower, Administrative Agent, the other
agents a party thereto and Banks are parties to that certain Third Amended and Restated Credit Agreement dated as of January 28, 2003, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of May 1, 2003
(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
loan to Borrower and provided certain other credit accommodations to Borrower; and 
  
 WHEREAS, Borrower has requested that Banks (i) amend certain terms of the Credit Agreement in certain respects and (ii) consent to certain transactions more particularly described herein, and subject to and upon the
terms and conditions set forth herein, Banks have agreed to Borrower’s requests; and 
  
 WHEREAS, Borrower desires to increase the Total Commitment to $500,000,000; and 
  
 WHEREAS, the parties desire to affirm and establish a Borrowing Base of $500,000,000 to be effective as of October 1, 2003 and continuing until the first
Determination thereafter. 
  
 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, Borrower, Administrative Agent and Banks hereby agree as
follows: 
  
 Section 1. Amendments. In reliance on the
representations, warranties, covenants and agreements contained in this Second Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended effective as of the
Effective Date in the manner provided in this Section 1. 
  
 1.1 Additional Definitions. Section 2.1 of the Credit Agreement shall be amended to add thereto in alphabetical order the definitions of “CEI,” “CEP,” “Cordillera
Acquisition,” “Cordillera Acquisition Agreement,” and “Second Amendment” which shall read in full as follows: 
  
 “CEI” means (a) prior to the CEI Name Change (as defined in the Second Amendment),
Cordillera Energy, Inc., a Colorado 







 corporation, and (b) from and after the CEI Name Change, Patina San Juan, Incorporated, a Colorado
corporation, which, from and after the date of the Cordillera Acquisition, shall be a Restricted Subsidiary. 
  
 “CEP” means Cordillera Energy Partners, LLC, a Texas limited liability company. 
  
 “Cordillera Acquisition” means the
acquisition by Borrower from CEP, on or prior to October 1, 2003, of (i) 100% of the Equity of CEI and (ii) the other Assets (as defined in the Cordillera Acquisition Agreement). 
  
 “Cordillera Acquisition Agreement” means that certain Purchase and Sale Agreement,
and any amendment or modification thereto, dated as of August 25, 2003 between Borrower, as purchaser thereunder, and CEP, as seller thereunder, pursuant to which the Cordillera Acquisition is consummated. 
  
 “Second Amendment” means that
certain Second Amendment to Third Amended and Restated Credit Agreement dated as of October 1, 2003 among Borrower, Administrative Agent and Banks. 
  
 1.2 Amendment to Definition. The definition of “Loan Papers” contained in Section 2.1 of the Credit Agreement shall
be amended to read in full as follows: 
  
 “Loan Papers” means this Agreement, the Notes, the First Amendment, the Second Amendment, each Restricted Subsidiary Guarantee now or hereafter executed, each Restricted Subsidiary Pledge Agreement now or hereafter
executed, the Existing Mortgages (as amended by the Assignments and Amendments to Mortgages), all Mortgages now or at any time hereafter delivered pursuant to Section 6.1, the Assignments and Amendments to Mortgages, any and all other
assignments and/or amendments to Mortgages, and all other certificates, documents or instruments delivered in connection with this Agreement, as the foregoing may be amended from time to time. 
  
 1.3 Amendment to Acquisitions Covenant. Section 10.13 of the
Credit Agreement shall be amended to read in full as follows: 
  
 “SECTION 10.13 Acquisitions. Other than the Cordillera Acquisition, Borrower will not, nor will Borrower permit any of its Restricted Subsidiaries to, acquire, in a single transaction or a series of
related transactions, all or substantially all of the assets or capital stock (or other outstanding equity interests of any Person) or all or substantially all of the assets comprising a 
  

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 division of any Person; provided, that nothing contained in this Section 10.13 shall
prohibit Borrower or any Restricted Subsidiary of Borrower from making any acquisition of assets consisting of oil and gas properties or any other acquisition which is also a Permitted Investment.” 
  
 1.4 Revised Schedules. Schedule 2.1 and Schedule
8.15 attached hereto shall modify and replace in their entirety the existing Schedule 2.1 and Schedule 8.15 to the Credit Agreement. 
  
 Section 2. Consent to Cordillera Acquisition. Borrower has requested that Banks consent to the consummation of the Cordillera Acquisition (as such term is
defined in the Credit Agreement as amended by this Second Amendment). In reliance on the representations, warranties, covenants and agreements contained in the Credit Agreement and this Second Amendment, and subject to the conditions precedent set
forth in Section 5 hereof, Banks hereby consent to the consummation of the Cordillera Acquisition pursuant to, and in accordance with, the terms of the Cordillera Acquisition Agreement (a true, correct and complete copy of which Borrower has
provided to Administrative Agent). The consent contained in this Section 2 is limited solely to the consummation of the Cordillera Acquisition. Nothing contained herein shall be deemed (a) a consent to any action other than the consummation
of the Cordillera Acquisition, or (b) a waiver of any provision of the Credit Agreement or any other Loan Papers. In addition, such consent is a limited, one-time consent, and nothing contained herein shall obligate Banks to grant any additional or
future consent with respect to, or in connection with, any provision of any Loan Paper. 
  
 Section 3. Consent to Name Change of CEI. Borrower has advised Administrative Agent and Banks that CEI intends to change its name to Patina San Juan, Incorporated (the “CEI Name Change”) on or prior to
October 31, 2003 (the actual date on which the CEI Name Change occurs and is effectuated is hereinafter referred to as the “CEI Name Change Date”). The CEI Name Change will violate certain provisions of the Credit Agreement
and other Loan Papers, and Borrower has requested that Administrative Agent and Banks consent to the CEI Name Change and waive any inconsistent provisions of the Credit Agreement or other Loan Papers with respect thereto. Administrative Agent and
Banks hereby consent to the CEI Name Change and waive any inconsistent provisions of the Credit Agreement and other Loan Papers so long as the CEI Name Change occurs on or before October 31, 2003. In addition, Borrower hereby covenants that, within
ten (10) Domestic Business Days after the CEI Name Change Date, it will deliver to Administrative Agent (a) evidence reasonably satisfactory to Administrative Agent, including all necessary filings filed with appropriate governmental authorities,
evidencing that the CEI Name Change has occurred, and (b) certificates evidencing one-hundred percent (100%) of the issued and outstanding capital stock of Patina San Juan, Incorporated of every class (which certificates shall be accompanied by duly
executed blank stock powers). 
  
 Section 4. Borrowing Base, Total
Commitment and Required Reserve Value. Effective as of October 1, 2003, (a) the Borrowing Base shall be affirmed at $500,000,000 and shall remain at $500,000,000 until the next Determination thereafter, (b) the Total Commitment shall be
increased to $500,000,000, and (c) the Required Reserve Value shall be affirmed at $625,000,000. Borrower and Banks agree that the Determination provided for in this Section 4 
  

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 (1) shall be in lieu of the Periodic Determination scheduled to occur on November 1, 2003, such that the first Periodic
Determination following the Determination provided for in this Section 4 shall occur on May 1, 2004, and (2) shall not be construed or deemed to be a Special Determination for purposes of Section 5.3 of the Credit Agreement. 
  
 Section 5. Conditions Precedent. The amendments contained in Section 1
hereof, the consent contained in Section 2 hereof, and the consent and waiver contained in Section 3 hereof, are subject to the satisfaction of each of the following conditions precedent on or before the Effective Date (and, with
respect to the CEI Name Change, the conditions set forth in Section 3 hereof on or before the dates set forth therein, as applicable): 
  
 5.1 Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments and agreements, each of which
shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank: 
  
 (a) a Note, payable to the order of each Bank whose Commitment Percentage is changed in connection with the Increase in the Total Commitment described in
Section 4(b) of this Second Amendment, in the amount of such Bank’s Commitment as reflected on Schedule 2.1 hereto; 
  
 (b) a Restricted Subsidiary Guarantee duly executed by CEI; 
  
 (c) a Restricted Subsidiary Pledge Agreement duly executed by Borrower together with certificates evidencing one hundred percent (100%) of the issued and
outstanding capital stock of CEI of every class (which certificates shall be accompanied by duly executed blank stock powers); 
  
 (d) Administrative Agent shall have received such Mortgages, in form and substance acceptable to Administrative Agent, duly executed by Borrower and CEI
(as applicable), and all financing statements, necessary or appropriate to grant, evidence and perfect first priority Liens in favor of Administrative Agent, for the ratable benefit of Banks, on the Assets (as defined in the Cordillera Acquisition
Agreement, and hereinafter defined as the “Cordillera Assets”) to secure the Obligations; 
  
 (e) Administrative Agent shall have received fully executed Amendments for Increased or New Commitments increasing the Total Commitment as set forth in
Section 4(b) hereof, duly executed by Borrower, Administrative Agent and each Bank whose Commitment is increased in connection with such Increase of the Total Commitment, which such revised Commitments and Total Commitment are set forth on
Schedule 2.1 hereto; 
  
 (f) opinions of (1) Roberts &
Strother, P.C., special New Mexico counsel to Administrative Agent, and (2) Gable & Gotwals, special Oklahoma counsel to Administrative Agent, each favorably opining to such matters as Administrative Agent and Banks shall request;

  
 (g) evidence satisfactory to Administrative Agent that the
Liens in favor of Bank One, NA, as administrative agent (“CEP Agent”) under that certain Credit Agreement dated as of November 30, 2000 (as amended, the “CEP Credit Agreement”) among CEP 
  

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 Agent, CEP, as borrower thereunder, and the financial institutions party thereto, encumbering the Cordillera Assets have
been released; 
  
 (h) such UCC-11 search reports as
Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Effective Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; 
  
 (i) such resolutions, certificates and other documents relating to the
existence of CEI, the corporate authority for the execution, delivery and performance of the documents described in subclauses (a), (b), (c) and (d) above, and certain other matters relevant thereto, in form and substance satisfactory to
Administrative Agent; and 
  
 (j) a true, correct and complete
copy of the Cordillera Acquisition Agreement, together with all material agreements, certificates, documents and instruments executed and delivered by, between or among Borrower, CEP and/or CEI pursuant to the Cordillera Acquisition Agreement or in
connection with the Cordillera Acquisition. 
  
 5.2 Title
Review. As a condition precedent to the effectiveness of this Second Amendment, Administrative Agent or its counsel shall have completed a review satisfactory to Administrative Agent of title to the oil and gas properties (a) acquired by
Borrower pursuant to the Cordillera Acquisition and (b) owned by CEI, and such review shall not have revealed any condition or circumstance which would reflect that the representations and warranties contained in Section 8.9 of the Credit Agreement
are inaccurate in any respect. 
  
 5.3 Cordillera
Acquisition. Subject only to the disbursement and application of a Borrowing, the Cordillera Acquisition shall have occurred (or Administrative Agent shall be satisfied that such transaction will occur simultaneously therewith). 

 
 5.4 No Default. After giving effect to the consent contained
in Section 2 hereof, no Default or Event of Default shall have occurred which is continuing. 
  
 5.5 Other Documents. Administrative Agent shall have been provided with such other documents, instruments and agreements, and Borrower shall
have taken such actions, as Administrative Agent may reasonably require in connection with this Second Amendment, the Cordillera Acquisition Agreement, the Cordillera Acquisition and the transactions contemplated hereby. 
  
 5.6 Fees. Borrower shall have paid to (a) Administrative Agent
for the benefit of each Bank whose Commitment is increased pursuant to this Second Amendment a fee in the amount of $500,000.00, which fee shall be distributed ratably among such Banks based on the percentage of the Increase that is allocated to
each such Bank’s Commitment, and (b) Administrative Agent and its Affiliates such other fees as Borrower shall be required to pay to Administrative Agent and its Affiliates pursuant to any separate agreement between Borrower and Administrative
Agent or any of its Affiliates in connection with the Credit Agreement, this Second Amendment and the transactions contemplated hereby. 
  

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 Section 6. Representations and Warranties of Borrower. To induce Banks and Administrative Agent to enter
into this Second Amendment, Borrower hereby represents and warrants to Banks and Administrative Agent as follows: 
  
 6.1 Reaffirm Existing Representations and Warranties. Each representation and warranty of Borrower contained in the Credit Agreement and the
other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments and consent set forth herein. 
  
 6.2 Due Authorization; No Conflict. The execution, delivery and performance by Borrower of this Second Amendment are within Borrower’s
corporate powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or
any Material Agreement binding upon Borrower or the Subsidiaries of Borrower or result in the creation or imposition of any Lien upon any of the assets of Borrower or the Subsidiaries of Borrower except Permitted Encumbrances. 
  
 6.3 Validity and Enforceability. This Second Amendment
constitutes the valid and binding obligation of Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii)
the availability of equitable remedies may be limited by equitable principles of general application. 
  
 6.4 No Default or Event of Default. After giving effect to the amendments and consent set forth herein, no Default or Event of Default has
occurred which is continuing. 
  
 6.5 Minimum Value.
After the consummation of the Cordillera Acquisition and after giving effect to the amendments set forth herein, Borrower will be in compliance with Section 3.10(b)(vi) of the Credit Agreement. 
  
 Section 7. Miscellaneous. 
  
 7.1 Restricted Subsidiary. Borrower hereby designates CEI as a
Restricted Subsidiary. 
  
 7.2 Reaffirmation of Loan
Papers. 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. The amendments contemplated hereby shall not limit or impair any Liens
securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as they may be increased pursuant hereto. 
  
 7.3 Parties in Interest. All of the terms and provisions of this Second Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns. 
  
 7.4 Legal
Expenses. Borrower hereby agrees to pay on demand all reasonable fees and expenses of counsel to Administrative Agent incurred by Administrative Agent in 
  

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 connection with the preparation, negotiation and execution of this Second Amendment and all related documents.

  
 7.5 Counterparts. This Second Amendment may be
executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Second Amendment until Borrower and Banks have executed a counterpart. Facsimiles shall be effective as originals. 

 
 7.6 Complete Agreement. THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN 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 OR AMONG THE
PARTIES. 
  
 7.7 Headings. The headings, captions
and arrangements used in this Second Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Second Amendment, nor affect the meaning thereof. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
by their respective authorized officers on the date and year first above written. 
  
 [SIGNATURE PAGES FOLLOW] 
  
  

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 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 BORROWER:
  
 PATINA OIL & GAS CORPORATION, a
 Delaware corporation

		
	By:	 	/s/    DAVID J. KORNDER         
	 	

	 	 	 David J. Kornder,
 Executive Vice President and
 Chief Financial Officer



  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 ADMINISTRATIVE AGENT:
  
 BANK ONE, NA, as Administrative Agent

		
	By:	 	/s/    J. SCOTT FOWLER        
	 	

	 	 	 J. Scott Fowler,
 Director, Capital Markets



  

	 BANKS:
  
 BANK ONE, NA

		
	By:	 	/s/    J. SCOTT FOWLER         
	 	

	 	 	 J. Scott Fowler,
 Director, Capital Markets



  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/    PHILIP TRINDER        
	 	

	 Name:
	 	Philip Trinder
	 Title:
	 	Vice President


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 WELLS FARGO BANK, N.A.

		
	By:	 	/s/    TODD STORNETTA
	 	

	 Name:
	 	Todd Stornetta
	 Title:
	 	Vice President


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 BANK OF AMERICA, N.A.

		
	 By:
	 	/s/    RICHARD L. STEIN
	 	

	 Name:
	 	Richard L. Stein
	 Title:
	 	Principal


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 CREDIT LYONNAIS NEW YORK
BRANCH

		
	 By:
	 	/s/    PHILIPPE SOUSTRA
	 	

	 Name:
	 	Philippe Soustra
	 Title:
	 	Executive Vice President


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 COMERICA BANK

		
	 By:
	 	/s/    THOMAS G. RAJAN
	 	

	 Name:
	 	Thomas G. Rajan
	 Title:
	 	Vice President – Texas Division


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	 BANK OF OKLAHOMA, N.A.

		
	 By:
	 	/s/    MICHAEL M. LOGAN
	 	

	 Name:
	 	Michael M. Logan
	 Title:
	 	Senior Vice President


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  
  

	BANK OF SCOTLAND
		
	By:	 	/s/    JOSEPH FRATUS      
	 	

	 Name:
	 	Joseph Fratus
	 Title:
	 	First Vice President


  
  
  
  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	BNP PARIBAS
		
	 By:
	 	/s/    BETSY JOCHER        
	 	

	 Name:
	 	Betsy Jocher
	 Title:
	 	Vice President
		
	 By:
	 	 /s/    POLLY
SCHOTT      


	 Name:
	 	Polly Schott
	 Title:
	 	Vice President


  

 [Signature Page] 








 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 BY AND AMONG PATINA OIL & GAS CORPORATION, 
 AS BORROWER, BANK ONE, NA, AS ADMINISTRATIVE AGENT, 
 AND BANKS PARTY THERETO 
  

	COMPASS BANK
		
	 By:
	 	/s/    JOHN M. FALBO        
	 	

	 Name:
	 	John M. Falbo
	 Title:
	 	Senior Vice President


  

 [Signature Page] 








 SCHEDULE 2.1 
  
 FINANCIAL INSTITUTIONS 
  


	 Banks

	  	Total Commitment
Amount

	  	Commitment
Percentage

	 
	 Bank One, NA
	  	$	59,000,000	  	11.8000000000	%
	 Wachovia Bank, National Association
	  	$	59,000,000	  	11.8000000000	%
	 Wells Fargo Bank, N.A.
	  	$	59,000,000	  	11.8000000000	%
	 Bank of America, N.A.
	  	$	59,000,000	  	11.8000000000	%
	 Credit Lyonnais New York Branch
	  	$	59,000,000	  	11.8000000000	%
	 Comerica Bank
	  	$	50,000,000	  	10.0000000000	%
	 Bank of Scotland
	  	$	50,000,000	  	10.0000000000	%
	 BNP Paribas
	  	$	50,000,000	  	10.0000000000	%
	 Bank of Oklahoma, N.A.
	  	$	30,000,000	  	6.0000000000	%
	 Compass Bank
	  	$	25,000,000	  	5.0000000000	%
	 Totals:
	  	$	500,000,000	  	100	%

  

	 Banks

	 	 Domestic Lending Office

	 	 Eurodollar Lending Office

	 	 Address for Notice


	 Bank One, NA
	 	 One Bank One Plaza
 Mail Code
IL1-0634
 Chicago, Illinois 60670
 Attn: Ken Fecko
 Tel No. (312) 732-4616
 Fax No. (312) 732-4840
	 	 One Bank One Plaza
 Mail Code
IL1-0634
 Chicago, Illinois 60670
 Attn: Ken Fecko
 Tel No. (312) 732-4616
 Fax No. (312) 732-4840
	 	 1717 Main Street
 4th Floor,
 Mail Code TX1-2448
 Dallas, Texas 75201
 Attn: J. Scott Fowler
 Tel No. (214) 290-2162
 Fax No. (214) 290-2332

				
	 Wachovia Bank, National Association
	 	 1001 Fannin
 Suite 2255
 Houston, Texas 77002
 Attn: Debbie Blank
 Tel. No. (713) 346-2727
 Fax No. (713) 650-6354
	 	 1001 Fannin
 Suite 2255
 Houston, Texas 77002
 Attn: Debbie Blank
 Tel. No. (713) 346-2727
 Fax No. (713) 650-6354
	 	 1001 Fannin
 Suite 2255
 Houston, Texas 77002
 Attn: Philip Trinder
 Tel. No. (713) 346-2707
 Fax No. (713) 650-6354

				
	 Wells Fargo Bank, N.A.
	 	 1740 Broadway
 MAC# C7300-034

Denver, Colorado 80274
 Attn: Bret Eubank
 Tel. No. (303) 863-5941
 Fax No. (303) 863-2729
	 	 1740 Broadway
 MAC# C7300-034
 Denver, Colorado 80274
 Attn: Bret Eubank
 Tel. No. (303) 863-5941
 Fax No. (303) 863-2729
	 	 1740 Broadway
 MAC# C7300-034
 Denver, Colorado 80274
 Attn: Todd Stornetta
 Tel. No. (303) 863-5653
 Fax No. (303) 863-5196

				
	 Bank of America, N.A.
	 	 901 Main Street
 14th Floor
 Dallas, Texas 75202
 Attn: Karen Dumond
 Tel. No. (214) 209-0539
 Fax No. (214) 290-9445
	 	 901 Main Street 14th Floor
 Dallas, Texas
75202
 Attn: Karen Dumond Tel. No. (214) 209-0539 Fax No. (214) 290-9445
	 	 700 Louisiana Street
 8th Floor

Houston, Texas 77002
 Attn: Richard Stein
 Tel. No. (713) 247-7258
 Fax No. (713) 247-7288

				
	 Credit Lyonnais New York Branch
	 	 1301 Avenue of the Americas New York, New York 10019 Attn: David Gener
 Tel. No. (212) 261-7747
 Fax No. (917) 849-5440
	 	 1301 Avenue of the Americas New York, New York 10019 Attn: David Gener
 Tel. No. (212) 261-7747
 Fax No. (917) 849-5440
	 	 1000 Louisiana
 Suite 5360
 Houston, Texas 77002
 Attn: John Grandstaff
 Tel. No. (713) 890-8617
 Fax No. (713) 890-8668


  

 S-2.1-1 









				
	 Comerica Bank
	 	 39200 West 6 Mile Road Lavonia, Michigan 48152 Attn: Anna Cheney
 Tel. No. (734) 632-3052
 Fax No. (734) 632-2840
	 	 39200 West 6 Mile Road Lavonia, Michigan 48152
 Attn: Anna Cheney
 Tel. No. (734) 632-3052
 Fax No.
(734) 632-2840
	 	 1601 Elm Street
 2nd Floor
 MC 6593
 Dallas, Texas 75201
 Attn: Thomas G. Rajan
 Tel. No. (214) 969-6565
 Fax No. (214) 969-6561

				
	 Bank of Scotland
	 	 565 Fifth Avenue
 5th Floor
 New York, New York 10017 Attn: Karen Workman
 Tel. No. (212)
450-0800
 Fax No. (212) 557-9460
	 	 565 Fifth Avenue
 5th Floor
 New York, New York 10017 Attn: Karen Workman
 Tel. No. (212)
450-0800
 Fax No. (212) 557-9460
	 	 1021 Main Street
 Suite 1370
 Houston, Texas 77002
 Attn: Richard Butler
 Tel. No. (713) 650-0609
 Fax No. (713) 651-9714

				
	 BNP Paribas
	 	 919 Third Avenue
 New York, New York 10022
Attn: Peter Medina
 Tel. No. (212) 471-6631
 Fax No. (212)
841-2683
	 	 919 Third Avenue
 New York, New York 10022
Attn: Peter Medina
 Tel. No. (212) 471-6631
 Fax No. (212)
841-2683
	 	 1200 Smith Street
 Suite 3100
 Houston, Texas 77002
 Attn: David Dodd
 Tel. No. (713) 982-1100
 Fax No. (713) 659-6915

				
	 Bank of Oklahoma, N.A.
	 	 One Williams Center
 8th Floor

Tulsa, Oklahoma 74192
 Attn: Rhonda Swanson
 Tel. No. (918) 588-6351
 Fax No. (918) 588-6880
	 	 One Williams Center
 8th Floor

Tulsa, Oklahoma 74192
 Attn: Rhonda Swanson
 Tel. No. (918) 588-6351
 Fax No. (918) 588-6880
	 	 1625 Broadway
 Suite 1570
 Denver, Colorado 80202
 Attn: Michael M. Logan
 Tel. No. (303) 534-9462
 Fax No. (303) 534-9499

				
	 Compass Bank
	 	 24 Greenway Plaza
 Suite 1400A

Houston, Texas 77046
 Attn: Stacey R. Box
 Tel. No. (713) 993-8580
 Fax No. (713) 968-8292
	 	 24 Greenway Plaza
 Suite 1400A
 Houston, Texas 77046
 Attn: Stacey R. Box
 Tel. No. (713) 993-8580
 Fax No. (713) 968-8292
	 	 24 Greenway Plaza
 Suite 1400A
 Houston, Texas 77046
 Attn: John Falbo
 Tel. No. (713) 993-8511
 Fax No. (713) 968-8292


  
 Administrative Agent–Address: 
  
 Bank One, NA 1717 Main Street 
 4th Floor 
 Mail Code TX1-2448 
 Dallas, 
 Texas 75201 
 Attn: J. Scott Fowler 
 Tel No. (214) 290-2162 
 Fax No. (214) 290-2332 
  

 S-2.1-2 








 SCHEDULE 8.15 
  
 SUBSIDIARIES 
  

	 Name and State of
 Incorporation

	  	Qualified
Jurisdictions

	 	Issued and Outstanding
Stock and Holder

	  	Options,
Warrants, etc.


	 SOCO Wattenberg
 Corporation
 Delaware
	  	Colorado	 	1,000 Common
Patina Oil & Gas
Corporation	  	None
	 Patina BNR Corporation
 Delaware
	  	Oklahoma
Texas	 	1,000 Common
Patina Oil & Gas
Corporation	  	None
	 Patina Oklahoma Corp.
 Delaware
	  	Oklahoma
Texas	 	1,000 Common
Patina Oil & Gas
Corporation	  	None
	 Patina Well Services, Inc.
 Colorado
	  	Colorado	 	100 Patina Oil & Gas
Corporation	  	None
	 Cordillera Energy, Inc. (to
 be renamed Patina San Juan,
 Incorporated)
 Colorado
	  	 Colorado
[New Mexico]
 [Oklahoma]
	 	 _____
 Patina Oil &
Gas
Corporation
	  	None

  

 S-8.15-1