**Exhibit 10.1****FIRST AMENDMENT TO CREDIT AGREEMENT**     FIRST AMENDMENT (this “Amendment”), dated as of May 8, 2006 (the “EffectiveDate”), to the Credit Agreement, dated as of May 11, 2005 (as heretofore amended, supplementedor otherwise modified, the “Credit Agreement”), among BOIS D’ARC ENERGY, INC., a Nevadacorporation (“Borrower”), the banks and other financial institutions from time to timeparties thereto (the “Lenders”), CALYON NEW YORK BRANCH, as syndication agent (in suchcapacity, the “Syndication Agent”), THE BANK OF NOVA SCOTIA, as administrative agent (insuch capacity, the “Administrative Agent”), and AMSOUTH BANK, as documentation agent (insuch capacity, the “Documentation Agent”).W I T N E S S E T H :     WHEREAS, Borrower, the Lenders, the Syndication Agent, the Administrative Agent and theDocumentation Agent are parties to the Credit Agreement; and     WHEREAS, Borrower has requested to increase the Borrowing Base from $100,000,000 to$150,000,000 in accordance with Section 2.8 of the Credit Agreement, and the Lenders and theAdministrative Agent are agreeable to such request upon the terms and subject to the conditions setforth herein;     NOW, THEREFORE, in consideration of the premises herein contained and for other good andvaluable consideration, the receipt of which is hereby acknowledged, the parties hereto agree asfollows:     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which aredefined in the Credit Agreement are used herein as therein defined.     2. Determination of the Borrowing Base. In accordance with the procedure set forth in Section2.8 of the Credit Agreement, the Borrowing Base is increased from $100,000,000 to $150,000,000,such increase to be effective as of the Closing Date (as defined below).     3. Amendment to Schedule 2.1 (Commitments and Percentage Shares). Schedule 2.1 of the CreditAgreement is hereby amended by deleting it and substituting it with the new Schedule 2.1 attachedto this Amendment as Exhibit A.     4. Amendment to Schedule 10.2 (Eurodollar and Domestic Lending Offices, Addresses forNotices). Schedule 10.2 of the Credit Agreement is hereby amended by deleting it andsubstituting it with the new Schedule 10.2 attached to this Amendment as Exhibit B.     5. Conditions to Effectiveness. This Amendment shall become effective as of the date (the“Closing Date”) on which the following conditions precedent shall be deemed satisfied in the solediscretion of the Lenders and the Administrative Agent, provided that such conditions precedentshall be satisfied by no later than May 31, 2006:
 

 
     (a) The Administrative Agent shall have received the following, each of which shall beoriginals or facsimiles (followed promptly by originals) unless otherwise specified, eachproperly executed by a Responsible Officer of the signing Loan Party, each dated as of theEffective Date (or, in the case of certificates of governmental officials, a recent datebefore the Effective Date) and each in form and substance satisfactory to the AdministrativeAgent and its legal counsel:     (i) executed counterparts of this Amendment;     (ii) Pledged Notes executed by each of the Loan Parties and payable to theBorrower, each in an aggregate principal amount equal to the Maximum Loan Amount,pledged to the Administrative Agent for the benefit of the Lenders and the IssuingBank, together with transfer powers or instruments executed in blank for each suchcertificate, interest or security;     (iii) Notes executed by the Borrower in favor of each Lender, each in anaggregate principal amount equal to such Lender’s Percentage Share of the MaximumLoan Amount;     (iv) such certificates of resolutions or other action, incumbency certificatesand/or other certificates of Responsible Officers of each Loan Party as theAdministrative Agent may require to establish the identities of and verify theauthority and capacity of each Responsible Officer thereof authorized to act as aResponsible Officer in connection with this Amendment and the other Loan Documentsto which such Loan Party is a party;     (v) such evidence as the Administrative Agent may reasonably require to verifythat each Loan Party is duly organized or formed, validly existing, in good standingand qualified to engage in business in each jurisdiction in which it is required tobe qualified to engage in business, including certified copies of each Loan Party’sOrganization Documents, certificates of good standing and/or qualification to engagein business and tax clearance certificates;     (vi) a certificate signed by a Responsible Officer of the Borrower certifying that(A) the conditions specified in Section 5 of this Amendment have been satisfied, (B)no change, event or circumstance has occurred or exists (individually or in theaggregate) since December 31, 2005 that has or could be reasonably expected to havea Material Adverse Effect, (C) no change, event or circumstance
2

 
 has occurred in theproperties described in the latest Engineering Report dated December 31, 2005 delivered pursuant to Section 6.2(g) of theCredit Agreement has or could be reasonably expected to have a Material AdverseEffect, (D) there shall exist no action, suit, investigation, litigation orproceeding pending or threatened in any court or before any arbitrator orGovernmental Authority that (x) would reasonably be expected to have a MaterialAdverse Effect or (y) restrains, prevents or imposes or can reasonably be expectedto impose materially adverse conditions upon the Credit Agreement, this Amendment orthe transactions contemplated by the Credit Agreement or by this Amendment and (E)the Borrower and its Subsidiaries shall not have any Indebtedness or Liens on theClosing Date other than permitted under the Credit Agreement;     (vii) an opinion of counsel to each Loan Party substantially in the form ofExhibit F-1, and F-2 to the Credit Agreement covering thetransactions contemplated by this Amendment;     (viii) a certificate of insurance of the Borrower and its Subsidiariesevidencing that the Borrower and its Subsidiaries are carrying insurance inaccordance with Section 6.7 of the Credit Agreement and that such insuranceis in full force and effect;     (ix) copies of lien search reports in the Offices of the Secretary of State ofthe States of Texas and Nevada and such other jurisdictions as the AdministrativeAgent may reasonably request, listing all effective financing statements that nameany of the Borrower or the Guarantors as debtor and showing no Liens other than theLiens permitted under Section 7.1 of the Credit Agreement; and any otherdocuments or instruments as may be necessary or desirable (in the opinion of theAdministrative Agent) to perfect the Administrative Agent’s interest in theCollateral;     (x) a certificate of the chief financial officer of the Borrower, stating that(A) the Borrower is solvent and (B) the Loan Parties, taken as a whole, are solvent,in each case, after giving effect to Loans and Letters of Credit, the transactionscontemplated by this Amendment and the payment of all estimated legal, accountingand other fees related hereto and thereto;     (xi) evidence that each of the Borrower and its Subsidiaries shall have received allconsents and authorizations required pursuant to any material contractual obligationwith any other Person and shall have obtained all permits, licenses and otherapprovals of, and effected all notices to and filings with, any GovernmentalAuthority, in each case, as may be necessary to allow each of the Borrower and itsSubsidiaries lawfully (A) to execute, deliver and perform, in all material respects,their respective obligations under the Loan
3

 
Documents and the related documents towhich each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them,respectively, pursuant thereto or in connection therewith and (B) to create andperfect the Liens on the Collateral to be owned by each of them in the manner andfor the purpose contemplated by the Loan Documents, and all such matters are in fullforce and effect; and     (xii) such other assurances, certificates, documents, consents or opinions asthe Administrative Agent, the Issuing Bank or the Majority Lenders reasonably mayrequire.     (b) All fees required to be paid on or before the Closing Date pursuant to any of theLoan Documents, including any fees required to be paid in connection with issuance ofcommitment letters by Lenders with respect to the transactions contemplated under thisAmendment, shall have been paid.     (c) Unless waived by the Administrative Agent, the Borrower shall have paid all costsand expenses payable to the Administrative Agent pursuant to Section 10.4 of theCredit Agreement to the extent invoiced prior to or on the Closing Date, plus suchadditional amounts of costs and expenses as shall constitute the Administrative Agent’sreasonable estimate of the costs and expenses described in Section 10.4 of theCredit Agreement incurred or to be incurred by it through the closing proceedings inconnection with this Amendment (provided that such estimate shall not thereafter preclude afinal settling of accounts between the Borrower and the Administrative Agent).     (d) There shall exist no pending or threatened litigation, proceedings orinvestigations which could reasonably be expected to have a material adverse effect on thefinancial condition, operations, assets, business, properties or prospects of the Borroweror any of its Subsidiaries or the transactions contemplated hereby.     (e) The Administrative Agent and Lenders shall have completed review of the latestEngineering Report submitted in accordance with Section 6.2(g) of the CreditAgreement and determined that the form, substance and content thereof are satisfactory.     (f) The representations and warranties of the Borrower contained in Section 7 of thisAmendment, Article V of the Credit Agreement, and in any document furnished at anytime under or in connection herewith, shall be true and correct on and as of the date ofsuch Credit Extension, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they shall be true and correct as ofsuch earlier date.     (g) No Default or Event of Default shall exist, or would result from the transactionscontemplated by this Amendment.
4

 
     (h) All corporate and other proceedings, and all documents, instruments and other legalmatters in connection with this Amendment shall be in form and substance reasonablysatisfactory to the Administrative Agent.6. Reference to and Effect on the Loan Documents; Limited Effect. On and after the date hereof, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each referencein the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement asamended hereby. The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of any Lender or theAdministrative Agent under any of the Loan Documents, nor constitute a waiver of any provisions ofany of the Loan Documents. Except as expressly amended herein, all of the provisions and covenantsof the Credit Agreement and the other Loan Documents are and shall continue to remain in full forceand effect in accordance with the terms thereof and are hereby in all respects ratified andconfirmed.7. Representations and Warranties. Each of the Borrower and the other Loan Parties representsand warrants to the Administrative Agent and Lenders as follows:     (a) all representations and warranties set forth in the Credit Agreement and the otherLoan Documents are true and correct in all material respects with the same effect as thoughsuch representations and warranties have been made on and as of the date hereof, except tothe extent that any such representation or warranty relates solely to an earlier date, inwhich case it shall have been true and correct in all material respects as of such earlierdate;     (b) no Default or Event of Default has occurred and is continuing on the date hereof;     (c) since December 31, 2005, there has been no change, event or occurrence(individually or in the aggregate) that has had or could reasonably be expected to have aMaterial Adverse Effect;     (d) each Loan Party has the power and authority to make, deliver and perform thisAmendment and has taken any and all necessary action to authorize the execution, deliveryand performance of this Amendment and no consent or authorization of, or filing with, anyPerson (including, without limitation, any governmental authority), is required inconnection with the execution, delivery or performance by the Loan Parties, or the validityor enforceability against the Loan Parties, of this Amendment, other than such consents,authorizations or filings which have been made or obtained;
5

 
     (e) this Amendment has been duly executed and delivered by the Loan Parties and thisAmendment constitutes the legal, valid and binding obligation of the Loan Parties,enforceable against the Borrower in accordance with its terms;     (f) none of Borrower or its Subsidiaries has made or permitted to exist anyDispositions or Lien on all Properties purported to be included in the Borrowing Base sincethe delivery of the evidence of such person’s title to such properties delivered pursuant toSection 4.1(a)(vii) other than permitted under the Credit Agreement;     (g) on the date hereof and after giving effect to the increase in the Commitment andthe other transactions contemplated by this Amendment, each Security Document has been dulyexecuted and delivered on behalf of such Loan Party that is a party thereto and is thelegal, valid and binding obligations of such Loan Party, enforceable against such Loan Partyin accordance with its terms and secures the obligations and liabilities of the Borrower andthe other Loan Parties to the Lenders pursuant to the Credit Agreement, the Note, includingextensions of credit up to an aggregate principal amount not to exceed $175,000,000, and theother Loan Documents, as amended by this Amendment;     (h) on the date hereof and after giving effect to the increase in the Commitment andthe other transactions contemplated by this Amendment, each of the Mortgage and theSubordinate Mortgage complies with all applicable recording and filing laws of the States ofLouisiana and Texas, and creates, under the laws of the States of Louisiana and Texas, alegally valid perfected mortgage lien in favor of the Administrative Agent for the benefitof the Lenders, in the case of the Mortgage, or Bois d’Arc Energy, Inc., in the case of theSubordinate Mortgage, on all right, title and interest of Bois d’Arc Energy, L.P. in and tothe Mortgaged Property (as defined therein), including all property purported to be includedin the Borrowing Base, to secure the obligations and liabilities of the Borrower to theLenders pursuant to the Credit Agreement, the Note, including extensions of credit up to anaggregate principal amount not to exceed $175,000,000, and the other Loan Documents, asamended by this Amendment; and     (i) the increases in the Commitments contemplated by this Amendment and any additionalincreases in such Commitments that shall be approved subject to and in accordance with theterms of the Credit Agreement, up to an aggregate principal amount of $350,000,000outstanding at any time, are reasonably within the contemplation of the parties at the timeof the execution and delivery of the Mortgage, the increases in the Pledged Notescontemplated by this Amendment and any additional increases in such Pledged Notes that shallbe approved subject to and in accordance with the terms of the Credit Agreement, up to anaggregate principal amount of $350,000,000 outstanding at any time, are reasonably withinthe contemplation of the parties at the time of the execution and delivery of theSubordinate Mortgage.
6

 
     8. Liens and Security Interests. Borrower and each Guarantor, as of the Effective Date and after giving effect to the amendmentscontained herein, hereby ratify and confirm all Liens and security interests granted by Borrowerand each Guarantor to Lenders to secure Borrower’s prompt payment and performance of allobligations of Borrower arising under the Loan Documents, including each Note and Guarantee.Borrower hereby agrees that the Pledged Notes delivered pursuant to Section 5(a)(ii) constituteCollateral (as defined in the Pledge Agreement executed and delivered by the Borrower) and thatAttachment 1 to such Pledge Agreement is hereby amended to include such Pledged Notes.     9. New Lenders. From and after the Effective Date, each undersigned Lender who wasnot a party to the Credit Agreement as of the date thereof (the “New Lenders”) shall be aparty under the Credit Agreement after giving effect to this Amendment and will have all the rightsand obligations of a Lender for all purposes under the Loan Documents and be bound by theprovisions thereof. Each New Lender represents and warrants to the Administrative Agent (foritself only) that:     (a) under applicable Laws no tax will be required to be withheld by the AdministrativeAgent or the Borrower with respect to any payments to be made to such New Lender hereunderor under any Loan Document, and unless otherwise indicated in the space opposite such NewLender’s signature below, no tax forms described in Section 3.8 of the Credit Agreement arerequired to be delivered by such New Lender; and     (b) such New Lender has received a copy of the Credit Agreement, together with copiesof the most recent financial statements of the Borrower delivered pursuant thereto, and suchother documents and information as it has deemed appropriate to make its own credit analysisand decision to enter into this Amendment. Such New Lender has independently and withoutreliance upon the Administrative Agent and based on such information as such New Lender hasdeemed appropriate, made its own credit analysis and decision to enter into this Amendment.Such New Lender will, independently and without reliance upon the Administrative Agent orany Lender, and based upon such documents and information as it shall deem appropriate atthe time, continue to make its own credit decisions in taking or not taking action under theCredit Agreement.     Each New Lender appoints and authorizes the Administrative Agent to take such action as agenton its behalf and to exercise such powers and discretion under the Credit Agreement, the other LoanDocuments or any other instrument or document furnished pursuant hereto or thereto as are delegatedto the Administrative Agent by the terms thereof, together with such powers as are incidentalthereto.
7

 
     10. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separatecounterparts (which may include counterparts delivered by facsimile transmission) and all of saidcounterparts taken together shall be deemed to constitute one and the same instrument. Anyexecuted counterpart delivered by facsimile transmission shall be effective as an original for allpurposes hereof. The execution and delivery of this Amendment by any Lender shall be binding uponeach of its successors and assigns (including transferees or Participants of its Commitments andLoans in whole or in part prior to effectiveness hereof) and binding in respect of all of itsCommitments and Loans, including any acquired subsequent to its execution and delivery hereof andprior to the effectiveness hereof.     11. GOVERNING LAW.     (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCHSTATE (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICT OF LAW;PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTSARISING UNDER FEDERAL LAW).     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOANDOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN HOUSTON, TEXAS OR OFTHE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OFTHIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELFAND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THEBORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION,INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM *NONCONVENIENS*, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDINGIN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THEBORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OFSUCH STATE.
8

 
     12. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANYRIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOANDOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIESHERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, INEACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OROTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSEOF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAYFILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THECONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.     13. ENTIRE AGREEMENT. The Credit Agreement, as amended by this Agreement, together with theother Loan Documents, comprises the complete and integrated agreement of the parties on the subjectmatter hereof and thereof and supersedes all prior agreements, written or oral, on such subjectmatter. **THE CREDIT AGREEMENT, AS AMENDED BY THIS AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENTTHE 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 ORALAGREEMENTS BETWEEN THE PARTIES.**
9

 
Signature Page