**EXHIBIT 10.2**

First Amendment

to

AMENDED ANDRESTATED CREDIT AGREEMENT

Among

WHITTIER ENERGYCORPORATIONas Borrower,

BNP Paribas,as Administrative Agent,

and

The LendersSignatory Hereto

Effective as of November9, 2006

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First Amendment to Amended and Restated CreditAgreement

This First Amendment to Amendedand Restated Credit Agreement (this “First Amendment”) executedeffective as of the 9th of November, 2006 (the “First Amendment EffectiveDate”) is among Whittier EnergyCorporation, a corporation formed under the laws of the State of Nevada(the “Borrower”); each of the undersigned guarantors (the “Guarantors”,and together with the Borrower, the “Obligors”); each of the Lendersthat is a signatory hereto; and BNPParibas, as administrative agent for the Lenders (in such capacity,together with its successors, the “Administrative Agent”).

Recitals

A.            The Borrower, the AdministrativeAgent and the Lenders are parties to that certain Amended and Restated CreditAgreement dated as of August 9, 2006 (the “Credit Agreement”), pursuantto which the Lenders have made certain credit available to and on behalf of theBorrower.

B.            The Borrower has requested and theAdministrative Agent and the Lenders have agreed to amend certain provisions ofthe Credit Agreement.

C.            NOW, THEREFORE, in consideration ofthe premises and the mutual covenants herein contained, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

Section 1.               Defined Terms.  Each capitalized term which is defined in theCredit Agreement, but which is not defined in this First Amendment, shall havethe meaning ascribed to such term in the Credit Agreement.  Unless otherwise indicated, all sectionreferences in this First Amendment refer to the Credit Agreement.

Section 2.               Amendments to Credit Agreement.

2.1           Definitions.  The following definitions in Section 1.02 arehereby amended and restated as follows:

“Agreement”means this Credit Agreement, as amended by that certain First Amendment toCredit Agreement, dated as of November 9, 2006, and as the same may from timeto time be further amended, modified, supplemented or restated.

“NetCash Proceeds” means (a) in connection with any issuance or sale of EquityInterests or Debt securities or instruments or the incurrence of loans, thecash proceeds received from such issuance or incurrence, net of attorneys’fees, investment banking fees, accountants’ fees, underwriting discounts andcommissions and other customary fees and expenses actually incurred inconnection therewith and (b) with respect to any sale or disposition ofProperty, the aggregate cash proceeds received by the Borrower or any of itsSubsidiaries (including, without limitation, any cash received upon the sale orother disposition 

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ofany non-cash consideration received in any sale or disposition of Property),net of (i) the direct costs relating to such sale or disposition, including,without limitation, legal, accounting and investment banking fees, and salescommissions, and any relocation expenses incurred as a result of such sale ordisposition, (ii) taxes paid or payable as a result of such sale ordisposition, in each case, after taking into account any available tax creditsor deductions and any tax sharing arrangements, (iii) amounts required to bepaid to holders of minority interests in joint ventures or Subsidiaries thatare not wholly-owned as a result of such sale or disposition, (iv) all paymentsmade with respect to liabilities directly associated with the assets which arethe subject of such sale or disposition, including, without limitation, tradepayables and other accrued liabilities and (v) any reserve or adjustment inrespect of the sale price of such Property established in accordance with GAAP.

2.2           Section 3.04.          Section 3.04(c)(vii) is hereby amendedand restated in its entirety as follows:

(i)            The Borrower shall prepay the TermLoan Notes and accrued and unpaid interest thereon in amounts equal to:

(A)          50% of the amount equal to the NetCash Proceeds of any sale or disposition of Properties permitted by Section9.12 minus the amount of any Borrowing Base reduction resulting fromapplication of Section 9.12(d)(iii), provided, that no such prepaymentpursuant to this Section 3.04(c)(vii)(A) shall be required to the extent theaggregate Net Cash Proceeds from such sales or dispositions available afterapplication under Sections 3.04(c)(i) through (iv) are less than $500,000.

(B)           100% of the Net Cash Proceeds of anyEquity Interests of the Borrower.  Suchprepayment shall be made no later than the next Business Day after the receiptof such proceeds.

(C)           100% of the Net Cash Proceeds of anyCasualty Event related to the Borrower or any of its Subsidiaries, to theextent a prepayment is not required pursuant to Section 3.04(c)(iv); providedthat if the amount of any Net Cash Proceeds referred to in this Section3.04(c)(vii)(C) would otherwise be payable under Section 3.04(c)(iv) but suchpayment is waived, such amount shall be payable to the Borrower pursuant tothis Section 3.04(c)(vii)(C).

2.3           Section 8.12.  Section 8.12(a) is hereby amended andrestated in its entirety as follows:

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“(a)         On orbefore March 1st and September 1st of each year, commencing September 1st,2006, the Borrower shall furnish to the Administrative Agent and the Lenders aReserve Report as of the immediately preceding January 1 or July 1, asapplicable.  The Reserve Report as ofJanuary 1 of each year shall be prepared by one or more petroleum engineersreasonably acceptable to the Administrative Agent and shall cover at least 75%of the total value of the anticipated projected production from the Borrower’sand its Subsidiaries’ Oil and Gas Properties and the July 1 Reserve Report ofeach year shall be prepared by or under the supervision of the chief engineerof the Borrower who shall certify such Reserve Report to be true and accurateand to have been prepared in accordance with the procedures used in theimmediately preceding January 1 Reserve Report.

2.3           Annex I.  Annex I is hereby amended and restated in itsentirety with the Annex I attached hereto.

Section3.               Additional Lenders.  For an agreed consideration, theAdministrative Agent hereby irrevocably sells and assigns to each of Citibank,N.A. and KeyBank National Association (collectively, the “New Lenders”),and the New Lenders, by their signature hereto, hereby irrevocably purchase andassume from the Administrative Agent, subject to and in accordance with theCredit Agreement, as of the First Amendment Effective Date (i) theAdministrative Agent’s rights and obligations in its capacity as a RevolvingCredit and Term Loan Lender under the Credit Agreement and any other documentsor instruments delivered pursuant thereto to the extent related to the amountand percentage interest identified on the attached Annex I, of suchoutstanding rights and obligations of the Administrative Agent under theAgreement and (ii) to the extent permitted to be assigned under applicable law,all claims, suits, causes of action and any other right of the AdministrativeAgent (in its capacity as a Revolving Credit and Term Loan Lender) against anyPerson, whether known or unknown, arising under or in connection with theCredit Agreement, any other documents or instruments delivered pursuant theretoor the loan transactions governed thereby or in any way based on or related toany of the foregoing, including contract claims, tort claims, malpracticeclaims, statutory claims and all other claims at law or in equity related tothe rights and obligations sold and assigned pursuant to clause (i) above.

Section 4.               ScheduledRedetermination of the Borrowing Base.  Pursuant to Section 2.07(b), each Lenderconsents to a Redetermination pursuant to which the Borrowing Base shall beincreased to $50,000,000, effective from and including the First AmendmentEffective Date to but excluding the next Redetermination Date.  Notwithstanding the foregoing, the BorrowingBase may be subject to further adjustments from time to time pursuant toSection 8.13(c) or Section 9.12(d).

Section 5.               ConditionsPrecedent.  The effectiveness of thisFirst Amendment is subject to the receipt by the Administrative Agent of thefollowing documents and satisfaction of the other conditions provided in thisSection 5, each of which shall be reasonably satisfactory to theAdministrative Agent in form and substance:

5.1           Payment ofOutstanding Invoices.  Payment by theBorrower to the Administrative Agent of all fees and other amounts due andpayable on or prior to the First 

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Amendment Effective Date, including, to the extent invoiced,reimbursement or payment of all out-of-pocket expenses required to bereimbursed or paid by the Borrower.

5.2           First Amendment.  The Administrative Agent shall have receivedmultiple counterparts as requested of the this First Amendment from eachLender.

5.3           No Default.  No Default or Event of Default shall haveoccurred and be continuing as of the First Amendment Effective Date.

5.4           Notes.  TheAdministrative Agent shall have received duly executed (a) Revolving CreditNotes payable to the order of each Revolving Credit Lender in a principalamount equal to its Maximum Revolving Credit Amount dated as of the FirstAmendment Effective Date and (b) Term Loan Notes to the order of each Term LoanLender in a principal amount equal to its Term Loan Commitment dated as of thedate hereof.

Section 6.               Representationsand Warranties; Etc.  Each Obligorhereby affirms:  (a) that as of the dateof execution and delivery of this First Amendment, all of the representationsand warranties contained in each Loan Document to which such Obligor is a partyare true and correct in all material respects as though made on and as of theFirst Amendment Effective Date (unless made as of a specific earlier date, inwhich case, was true as of such date); and (b) that after giving effect to thisFirst Amendment and to the transactions contemplated hereby, no Defaults existunder the Loan Documents or will exist under the Loan Documents.

Section 7.               Miscellaneous.

7.1           Confirmation.  The provisions of the Credit Agreement (asamended by this First Amendment) shall remain in full force and effect inaccordance with its terms following the effectiveness of this First Amendment.

7.2           Ratification andAffirmation of Obligors.  Each of theObligors hereby expressly (i) acknowledges the terms of this First Amendment,(ii) ratifies and affirms its obligations under the Guarantee Agreement and theother Security Instruments to which it is a party, (iii) acknowledges, renewsand extends its continued liability under the Guarantee Agreement and the otherSecurity Instruments to which it is a party and agrees that its guarantee underthe Guarantee Agreement and the other Security Instruments to which it is aparty remains in full force and effect with respect to the Indebtedness asamended hereby.

7.3           Counterparts.  This First Amendment may be executed by oneor more of the parties hereto in any number of separate counterparts, and allof such counterparts taken together shall be deemed to constitute one and thesame instrument.

7.4           No Oral Agreement.  Thiswritten First Amendment, the Credit Agreement and the other Loan Documentsexecuted in connection herewith and therewith represent the final agreementbetween the parties and may not be contradicted by evidence of prior,contemporaneous, or unwritten oral agreements of the parties.  There are no subsequent oral agreementsbetween the parties.

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7.5           Governing Law.  ThisFirst Amendment (including, but not limited to, the validity and enforceabilityhereof) shall be governed by, and construed in accordance with, the laws of theState of Texas.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendmentto be duly executed effective as of the date first written above.

 
| **BORROWER:**   | **WHITTIER ENERGY CORPORATION**                                              |
|-----------------|------------------------------------------------------------------------------|
| ** **      | ** **                                                                   | ** ** |
| ** **      | ** **                                                                   | ** ** |
|            | By:                                                                          | */s/ Geoffrey M. Stone* | * * |
|            | Name: Geoffrey M. Stone                                                      |
|            | Title:   Vice President of Finance and  Chief   Accounting Officer |
|            |                                                                         |
|            |                                                                         |
| **GUARANTORS:** | **WHITTIER  ENERGY COMPANY**                                                 |
|            | **WHITTIER  OPERATING, INC.**                                                |
|            | **OLYMPIC  RESOURCES (ARIZONA) LTD.**                                        |
|            | **RIMCO  PRODUCTION COMPANY, INC.**                                          |
|            | **VAQUERO  GAS COMPANY, INCORPORATED**                                       |
|            | **RIMCO  ENERGY, INC.**                                                      |
|            |                                                                         | * * |
|            |                                                                         | * * |
|            | By:                                                                          | */s/ Geoffrey M. Stone* | * * |
|            | Name: Geoffrey M. Stone                                                      |
|            | Title:   Vice President of Finance and  Chief   Accounting Officer |

 

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| **ADMINISTRATIVE AGENT:** | **BNP PARIBAS,**                   | ** **              |
|---------------------------|------------------------------------|-------------------------|
|                      | as Administrative Agent and Lender |
| * *                  | * *                           |                    |
| * *                  | * *                           |                    |
| * *                  | By:                                | */s/  David Dodd*       |   |
|                      | Name: David Dodd                   |
|                      | Title: Director                    |
|                      |                               |                    |
|                      |                               |                    |
| * *                  | By:                                | */s/  Betsy Jocher*     |   |
|                      | Name: Betsy Jocher                 |
|                      | Title:   Director        |
|                      |                               |                    |
|                      |                               |                    |
| **NEW  LENDERS:**         | **CITIBANK, N.A.**                 |
| ** **                | ** **                         | ** **              |
| ** **                | ** **                         | ** **              |
| * *                  | By:                                | */s/  Thomas Benavides* |   |
|                      | Name:  Thomas Benavides  |
|                      | Title: Vice President              |
|                      |                               |
|                      |                               |
| ** **                | **KEYBANK NATIONAL ASSOCIATION**   |
| ** **                | ** **                         |
| ** **                | ** **                         |
| * *                  | By:                                | */s/ Thomas Rajan*      |   |
|                      | Name: Thomas Rajan                 |
|                      | Title: Senior Vice President       |
|                           |                                    |                         |  |  |  |  |

 

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