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                                                                    EXHIBIT 10.2

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                       FIRST AMENDMENT TO CREDIT AGREEMENT

                                   dated as of

                                NOVEMBER 27, 2000

                                      among

                               COHO ENERGY, INC.,
                                  as Borrower,

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                            THE CHASE MANHATTAN BANK,
                                 as Issuing Bank

                           MEESPIERSON CAPITAL CORP.,
                             as Documentation Agent

                              FLEET NATIONAL BANK,
                              as Syndication Agent

                                       and

                            THE LENDERS PARTY HERETO

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                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made as
of November 27, 2000, among COHO ENERGY, INC., a Texas corporation (the
"Borrower"), the various financial institutions as are, or may from time to time
become, parties to the Credit Agreement (the "Lenders"), THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (the "Administrative Agent"), THE
CHASE MANHATTAN BANK, as Issuing Bank, MEESPIERSON CAPITAL CORP., as
Documentation Agent, and FLEET NATIONAL BANK, as Syndication Agent.

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank
have heretofore entered into that certain Credit Agreement, dated as of March
31, 2000 (together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), and

         WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank now
intend to amend the Credit Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, each of the Borrower, the Lenders, the Agents, and
the Issuing Bank hereby agree as follows:

         SECTION 1. Defined Terms. All capitalized terms used but not otherwise
defined herein shall have the meanings given in the Credit Agreement, as amended
by this Amendment.

         SECTION 2. Amendments to Credit Agreement.

         a. Section 5.16 of the Credit Agreement hereby is amended in its
entirety to the following:

         "       SECTION 5.16 Title Matters. (i) Prior to December 31, 2000,
         favorable title opinions and/or title reports as to the status of title
         to and Liens affecting the Amoco Properties containing at least
         thirty-seven and one-half percent (37.5%) of the Proven Reserves as of
         the Effective Date attributable to the Amoco Properties, and (ii) prior
         to February 15, 2001, favorable title opinions and/or title reports as
         to the status of title to and Liens affecting the Amoco Properties
         containing at least an additional thirty-seven and one-half percent
         (37.5%) of the Proven Reserves as of the Effective Date attributable to
         the Amoco Properties, each such title opinion and/or title report to be
         addressed to the Administrative Agent and the Lenders and issued by
         counsel to the Borrower, satisfactory to the Administrative Agent in
         its reasonable discretion. Such opinions and/or title reports may
         contain (i) in the case of any Amoco Properties comprised of oil and
         gas leases or interests therein, or participating



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         mineral interests substantially all of which were acquired by Amoco
         Production Company or any of its Affiliates or Mobil Oil Corporation,
         Mobil Rocky Mountain, Inc. or any of their Affiliates or any corporate
         predecessors of any of them and held by such entities for more than
         twenty-five (25) years prior to the acquisition thereof by Coho
         Acquisitions Company, assumptions regarding the status of title to the
         lands covered by such oil and gas leases or interests therein at the
         time of such lease or mineral acquisition by such predecessors in
         title, and (ii) subject to the consent of the Administrative Agent,
         such other reasonable assumptions, exceptions and qualifications as are
         customary for opinions or reports of that type."

         b. Section 5.17 of the Credit Agreement hereby is amended in its
entirety to the following:

         "      SECTION 5.17 Florabama Settlement. Within ten (10) Business Days
         of any of the Borrower, Coho Resources, Inc., Coho Oil & Gas, Inc.,
         Coho Exploration, Inc., Coho Louisiana Production Company or Interstate
         Natural Gas Company entering into an agreement or other settlement
         resolving, in whole or in part, the claims of Florabama Associates,
         Ltd. against the Borrower or such Subsidiaries of the Borrower in
         connection with the Bankruptcy Case (the "Settlement"), the Borrower
         will deliver to the Administrative Agent a copy of the Settlement
         Agreement certified as of the date thereof by the Secretary or
         Assistant Secretary of the Borrower (i) to be a true, correct and
         complete copy of such Settlement Agreement and (ii) not to have been
         amended or rescinded from the form so certified. Within ten
         (l0) Business Days of the Bankruptcy Court approving such Settlement
         Agreement, the Borrower will deliver to the Administrative Agent a copy
         of any order of the Bankruptcy Court and any other documentation
         associated with the Settlement Agreement certified as of the date
         thereof by the Secretary or Assistant Secretary of the Borrower (i) to
         be true, correct and complete copies of such documents and (ii) not to
         have been amended or rescinded from the form so certified and to be in
         full force and effect."

         c. Article VI of the Credit Agreement hereby is amended by inserting
the following Section 6.17 after Section 6.16 thereof:

         "      SECTION 6.17 Florabama Settlement. The Borrower will not, and
         will not permit Coho Resources, Inc., Coho Oil & Gas, Inc., Coho
         Exploration, Inc., Coho Louisiana Production Company or Interstate
         Natural Gas Company to, enter into a Settlement Agreement either (i) in
         violation of the terms and conditions of the Confirmation Order or (ii)
         in an aggregate amount for all amounts to be paid by the Borrower and
         any of its Subsidiaries in connection with the Settlement Agreement in
         excess of $1,047,000."

         SECTION 3. Representations and Warranties. To confirm each Lender's
understanding concerning Borrower and its businesses, properties and
obligations, and to induce the Agents, the

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Issuing Bank and each Lender to enter into this Amendment, the Borrower hereby
reaffirms to the Agents, the Issuing Bank and each Lender that, as of the date
hereof, its representations and warranties contained in Article III of the
Credit Agreement and in the other Loan Documents to which it is a party (except
to the extent such representations and warranties relate solely to an earlier
date) are true and correct and additionally represents and warrants as follows:

a.       The execution, delivery and performance by the Borrower of this
         Amendment and each other Loan Document executed or to be executed by
         it, and the execution, delivery and performance by each other Obligor
         of each Loan Document executed or to be executed by it, are within the
         Borrower's and each such Obligor's corporate, limited liability company
         and/or partnership powers, and have been duly authorized by all
         necessary corporate, limited liability company and/or partnership
         action, and if required, stockholder, member and/or partner action.
         This Amendment has been duly executed and delivered by the Borrower and
         this Amendment and the Credit Agreement as amended by this Amendment
         each constitute, and each other Loan Document executed or to be
         executed by any Obligor, when executed and delivered by such Obligor,
         will constitute, a legal, valid and binding obligation of the Borrower
         or such Obligor (as the case may be), enforceable in accordance with
         their respective terms.

b.       The execution, delivery and performance by the Borrower of this
         Amendment, the Credit Agreement and each other Loan Document executed
         or to be executed by it, and the execution, delivery and performance by
         each other Obligor of each Loan Document executed or to be executed by
         it, (a) do not require any Governmental Approval or third party
         approvals, except such as have been obtained or made and are in full
         force and effect and except filings necessary to perfect Liens created
         under the Loan Documents, (b) will not violate any applicable
         Governmental Rule or the Organic Documents of the Borrower or any such
         Obligor or any order of any Governmental Authority, (c) will not
         violate or result in a default under any indenture, agreement or other
         instrument binding upon the Borrower or any such Obligor or its assets,
         or give rise to a right thereunder to require any payment to be made by
         the Borrower or any such Obligor, and (d) will not result in the
         creation or imposition of any Lien on any asset of the Borrower or any
         such Obligor except Liens created under the Loan Documents.

         SECTION 4. Effectiveness. This Amendment shall become effective as of
the date hereof when counterparts hereof executed on behalf of the Borrower and
the Required Lenders (or notice thereof satisfactory to the Administrative
Agent) shall have been received by the Administrative Agent.

         SECTION 5. Reaffirmation of Credit Agreement. This Amendment
constitutes a "Loan Document" as defined in the Credit Agreement and shall be
deemed to be an amendment of the Credit Agreement, and the Credit Agreement, as
amended and restated hereby, is hereby ratified, approved and confirmed in each
and every respect. All references to the Credit Agreement in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended by this Amendment.

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         SECTION 6. Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute
one and the same Amendment.

         SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES.

         SECTION 8. Severability. Any provision of this Amendment held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 9. Entire Agreement. THIS WRITTEN AMENDMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

           THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                       COHO ENERGY, INC.


                                       By: /s/ GARY L. PITTMAN
                                           --------------------------
                                       Name:  Gary L. Pittman
                                       Title: Chief Financial Officer

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                                       THE CHASE MANHATTAN BANK,
                                       individually as a Lender and as
                                       Administrative Agent

                                       By: /s/ RUSSELL A. JOHNSON
                                           ---------------------------
                                       Name:  RUSSELL A. JOHNSON
                                       Title: VICE PRESIDENT

                                       S-2

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                                        THE CHASE MANHATTAN BANK,
                                        as Issuing Bank


                                        By: /s/ RUSSELL A. JOHNSON
                                            ----------------------
                                        Name:  RUSSELL A. JOHNSON
                                        Title: VICE PRESIDENT


                                       S-3


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                                      FORTIS CAPITAL CORP (formerly
                                      MEESPIERSON CAPITAL CORP.)
                                      individually as a Lender and as
                                      Documentation Agent


                                      By: /s/ CHRISTOPHER S. PARADA
                                          ---------------------------
                                      Name:  CHRISTOPHER S. PARADA
                                      Title: VICE PRESIDENT

                                      By: /s/ DARRELL W. HOLLEY
                                          ---------------------------
                                      Name:  DARRELL W. HOLLEY
                                      Title: MANAGING DIRECTOR

                                      S-4

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                                     FLEET NATIONAL BANK, individually as a
                                     Lender and as Syndication Agent


                                     By: /s/ TERRENCE RONAN
                                         ----------------------------------
                                     Name:  TERRENCE RONAN
                                     Title: DIRECTOR

                                       S-5

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                                     CREDIT LYONNAIS, NEW YORK
                                     BRANCH, individually as Lender


                                     By: /s/ PHILIPPE SOUSTRA
                                         ----------------------------------
                                     Name:  Philippe Soustra
                                     Title: Senior Vice President


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

                                      S-6

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                                     ABN AMRO BANK N.V., individually as
                                     Lender


                                     By: /s/ RODNEY D. KUBICEK
                                         ----------------------------------
                                     Name:  Rodney D. Kubicek
                                     Title: Vice President


                                     By: /s/ JAMIE A. CONN
                                         ----------------------------------
                                     Name:  Jamie A. Conn
                                     Title: Vice President

                                      S-7

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                                     GENERAL ELECTRIC CAPITAL
                                     CORPORATION, individually as Lender


                                     By: /s/ PAUL A. JORDAN
                                         ----------------------------------
                                     Name:  Paul A. Jordan
                                     Title: Portfolio Manager

                                      S-8

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                                     CIBC INC., individually as Lender


                                     By: /s/ M. BETH MILLER
                                         ----------------------------------
                                     Name:  M. BETH MILLER
                                     Title: AUTHORIZED SIGNATORY


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

                                      S-9

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                                     CREDIT AGRICOLE INDOSUEZ,
                                     individually as Lender


                                     By: /s/ BRIAN KNEZEAK
                                         ----------------------------------
                                     Name:  Brian Knezeak
                                     Title: FVP, Manger


                                     By: /s/ MICHAEL D. WILLIS
                                         ----------------------------------
                                     Name:  Michael D. Willis
                                     Title: Vice President, Credit Analysis

                                      S-10

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                                     NATEXIS BANQUES POPULAIRES,
                                     individually as Lender


                                     By: /s/ DONOVAN C. BROUSSARD
                                         ----------------------------------
                                     Name:  Donovan C. Broussard
                                     Title: Vice President


                                     By: /s/ RENAUD J. D'HERBES
                                         ----------------------------------
                                     Name:  Renaud J. d'Herbes
                                     Title: Senior Vice President and
                                            Regional Manager

                                      S-11