Exhibit 10.1


     

    Exhibit
      10.1


     

    SECOND
      AMENDMENT TO CREDIT AGREEMENT

     

    SECOND
      AMENDMENT (this “Amendment”),
      dated
      as of October 31, 2006 (the “Effective
      Date”),
      to
      the Credit Agreement, dated as of May 11, 2005 (as heretofore amended,
      supplemented or otherwise modified, the “Credit
      Agreement”),
      among
      BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”),
      the
      banks and other financial institutions from time to time parties thereto (the
      “Lenders”),
      CALYON NEW YORK BRANCH, as syndication agent (in such capacity, the
“Syndication
      Agent”),
      THE
      BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the
“Administrative
      Agent”),
      and
      AMSOUTH BANK, as documentation agent (in such 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
      the
      Documentation Agent are parties to the Credit Agreement; and

     

    WHEREAS,
      Borrower has requested to increase the Borrowing Base from $150,000,000 to
      $200,000,000 in accordance with Section 2.8 of the Credit Agreement, and
      the Lenders and the Administrative Agent are agreeable to such request upon
      the
      terms and subject to the conditions set forth herein;

     

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

     

    1.  Defined
      Terms.
      Unless
      otherwise defined herein, capitalized terms used herein which are defined in
      the
      Credit Agreement are used herein as therein defined; provided that the
      definition of “Maximum Loan Amount” is hereby amended to read as
      follows:

     

    “Maximum
      Loan Amount”
means
      $200,000,000 as such amount may be reduced from time to time pursuant to
Section 2.5.

     

    2.  Determination
      of the Borrowing Base.
      In
      accordance with the procedure set forth in Section 2.8 of the Credit
      Agreement, the Borrowing Base is increased from $150,000,000 to $200,000,000,
      such increase to be effective as of the Closing Date (as defined
      below).

     

    3.  Amendment
      to Section 10.1(h).
      Section
      10.1(h) of the Credit Agreement is hereby amended by deleting it and
      substituting it with the new Section 10.1(h) as follows:

     

    (a)  release
      any collateral under any of the Security Documents, or permit any termination
      or
      release of any Security Document, provided that, notwithstanding the foregoing,
      the consent of the Lenders shall not be required for any release of any
      collateral under any of the Security Documents in connection with a Disposition
      by the Borrower or any Guarantor if such Disposition is permitted by
Section 7.5
      hereof;

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Amendment
      to Schedule 2.1 (Commitments and Percentage Shares).
      Schedule 2.1 of the Credit Agreement is hereby amended by deleting it and
      substituting it with the new Schedule 2.1 attached to this Amendment as
Exhibit A.

     

    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 sole
      discretion of the Lenders and the Administrative Agent, provided that such
      conditions precedent shall be satisfied by no later than November 30,
      2006:

     

    (a)  The
      Administrative Agent shall have received the following, each of which shall
      be
      originals or facsimiles (followed promptly by originals) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing Loan
      Party, each dated as of the Effective Date (or, in the case of certificates
      of
      governmental officials, a recent date before the Effective Date) and each in
      form and substance satisfactory to the Administrative Agent and its legal
      counsel:

     

    (i)  executed
      counterparts of this Amendment;

     

    (ii)  Pledged
      Notes executed by each of the Loan Parties and payable to the Borrower, 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 Issuing Bank,
      together with transfer powers or instruments executed in blank for each such
      certificate, interest or security;

     

    (iii)  Notes
      executed by the Borrower in favor of each Lender, each in an aggregate principal
      amount equal to such Lender’s Percentage Share of the Maximum Loan
      Amount;

     

    (iv)  such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require to establish the identities of and verify
      the
      authority and capacity of each Responsible Officer thereof authorized to act
      as
      a Responsible Officer in connection with this Amendment and the other Loan
      Documents to which such Loan Party is a party;

     

    (v)  such
      evidence as the Administrative Agent may reasonably require to verify that
      each
      Loan Party is duly organized or formed, validly existing, in good standing
      and
      qualified to engage in business in each jurisdiction in which it is required
      to
      be qualified to engage in business, including certified copies of each Loan
      Party’s Organization Documents, certificates of good standing and/or
      qualification to engage in 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 the aggregate) since December 31, 2005 that has or
      could be reasonably expected to have a Material Adverse Effect, (C) no
      change, event or circumstance has occurred in the properties described in the
      latest Engineering Report dated December 31, 2005 delivered pursuant to
Section
      6.2(g)
      of the
      Credit Agreement has or could be reasonably expected to have a Material Adverse
      Effect, (D) there shall exist no action, suit, investigation, litigation or
      proceeding pending or threatened in any court or before any arbitrator or
      Governmental Authority that (x) would reasonably be expected to have a
      Material Adverse Effect or (y) restrains, prevents or imposes or can
      reasonably be expected to impose materially adverse conditions upon the Credit
      Agreement, this Amendment or the transactions contemplated by the Credit
      Agreement or by this Amendment; (E) the Borrower and its Subsidiaries shall
      not have any Indebtedness or Liens on the Closing Date other than permitted
      under the Credit Agreement; and (F) the Security Documents create, grant
      and perfect first and prior liens or security interests in favor of the
      Administrative Agent to secure the Obligation encumbering at least eighty
      percent (80%) of the present value of the Borrower’s and the Guarantors’ Oil and
      Gas Properties constituting proved reserves to which value is given in the
      determination of the then current Borrowing Base;

     

    (vii)  an
      opinion of counsel to each Loan Party substantially in the form of delivered
      in
      connection with the First Amendment to the Credit Agreement dated as of May
      8,
      2006, and otherwise covering the transactions contemplated by this
      Amendment;

     

    (viii)  a
      certificate of insurance of the Borrower and its Subsidiaries evidencing that
      the Borrower and its Subsidiaries are carrying insurance in accordance with
      Section 6.7
      of the
      Credit Agreement and that such insurance is in full force and
      effect;

     

    (ix)  copies
      of
      lien search reports in the Offices of the Secretary of State of the States
      of
      Texas and Nevada and such other jurisdictions as the Administrative Agent may
      reasonably request, listing all effective financing statements that name any
      of
      the Borrower or the Guarantors as debtor and showing no Liens other than the
      Liens permitted under Section 7.1
      of the
      Credit Agreement; and any other documents or instruments as may be necessary
      or
      desirable (in the opinion of the Administrative Agent) to perfect the
      Administrative Agent’s interest in the Collateral;

     

    (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 transactions contemplated by this Amendment and the payment of
      all
      estimated legal, accounting and other fees related hereto and
      thereto;

     

    (xi)  evidence
      that each of the Borrower and its Subsidiaries shall have received all consents
      and authorizations required pursuant to any material contractual obligation
      with
      any other Person and shall have obtained all permits, licenses and other
      approvals of, and effected all notices to and filings with, any Governmental
      Authority, in each case, as may be necessary to allow each of the Borrower
      and
      its Subsidiaries lawfully (A) to execute, deliver and perform, in all
      material respects, their respective obligations under the Loan Documents and
      the
      related documents to which 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 and perfect the Liens on the Collateral to be owned by each of them
      in
      the manner and for the purpose contemplated by the Loan Documents, and all
      such
      matters are in full force and effect; and

     

    (xii)  such
      other assurances, certificates, documents, consents or opinions as the
      Administrative Agent, the Issuing Bank or the Majority Lenders reasonably may
      require.

     

    (b)  All
      fees
      required to be paid on or before the Closing Date pursuant to any of the Loan
      Documents, including any fees required to be paid in connection with issuance
      of
      commitment letters by Lenders with respect to the transactions contemplated
      under this Amendment, shall have been paid.

    
      
        

      

    

    
    

    (c)  Unless
      waived by the Administrative Agent, the Borrower shall have paid all costs
      and
      expenses payable to the Administrative Agent pursuant to Section 10.4
      of the
      Credit Agreement to the extent invoiced prior to or on the Closing Date,
plus
      such
      additional amounts of costs and expenses as shall constitute the Administrative
      Agent’s reasonable estimate of the costs and expenses described in Section 10.4
      of the
      Credit Agreement incurred or to be incurred by it through the closing
      proceedings in connection with this Amendment (provided that such estimate
      shall
      not thereafter preclude a final settling of accounts between the Borrower and
      the Administrative Agent).

     

    (d)  There
      shall exist no pending or threatened litigation, proceedings or investigations
      which could reasonably be expected to have a material adverse effect on the
      financial condition, operations, assets, business, properties or prospects
      of
      the Borrower or any of its Subsidiaries or the transactions contemplated
      hereby.

     

    (e)  The
      Administrative Agent and Lenders shall have completed review of the latest
      Engineering Report submitted in accordance with Section 6.2(g)
      of the
      Credit Agreement and determined that the form, substance and content thereof
      are
      satisfactory.

     

    (f)  The
      representations and warranties of the Borrower contained in Section 8 of
      this Amendment, Article V
      of the
      Credit Agreement, and in any document furnished at any time under or in
      connection herewith, shall be true and correct on and as of the date of such
      Credit Extension, except to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they shall be true and
      correct as of such earlier date.

     

    (g)  No
      Default or Event of Default shall exist, or would result from the transactions
      contemplated by this Amendment.

     

    (h)  All
      corporate and other proceedings, and all documents, instruments and other legal
      matters in connection with this Amendment shall be in form and substance
      reasonably satisfactory to the Administrative Agent.

     

    6.  A
      new
      Section 6.17 is hereby added to the Credit Agreement to read as
      follows:

     

    6.17 Collateral
      Verification.
      No
      later than November 30, 2006, the Borrower shall deliver to the
      Administrative Agent such evidence as the Administrative Agent may reasonably
      require to verify that the Security Documents create, grant and perfect first
      and prior liens or security interests in favor of the Administrative Agent
      to
      secure the Obligation encumbering at least eighty percent (80%) of the present
      value of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting
      proved reserves to which value is given in the determination of the then current
      Borrowing Base.

     

    7.  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 reference in the other Loan Documents to “the Credit
      Agreement”, “thereunder”, “thereof” or words of like import referring to the
      Credit Agreement, shall mean and be a reference to the Credit Agreement as
      amended hereby. The execution, delivery and effectiveness of this Amendment
      shall not, except as expressly provided herein, operate as a waiver of any
      right, power or remedy of any Lender or the Administrative Agent under any
      of
      the Loan Documents, nor constitute a waiver of any provisions of any of the
      Loan
      Documents. Except as expressly amended herein, all of the provisions and
      covenants of the Credit Agreement and the other Loan Documents are and shall
      continue to remain in full force and effect in accordance with the terms thereof
      and are hereby in all respects ratified and confirmed.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      8.  Representations
        and Warranties.
        Each of
        the Borrower and the other Loan Parties represents and warrants to the
        Administrative Agent and Lenders as follows: 

    

     

    (a)  all
      representations and warranties set forth in the Credit Agreement and the other
      Loan Documents are true and correct in all material respects with the same
      effect as though such representations and warranties have been made on and
      as of
      the date hereof, except to the extent that any such representation or warranty
      relates solely to an earlier date, in which case it shall have been true and
      correct in all material respects as of such earlier date;

     

    (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 a Material Adverse Effect;

     

    (d)  each
      Loan
      Party has the power and authority to make, deliver and perform this Amendment
      and has taken any and all necessary action to authorize the execution, delivery
      and performance of this Amendment and no consent or authorization of, or filing
      with, any Person (including, without limitation, any governmental authority),
      is
      required in connection with the execution, delivery or performance by the Loan
      Parties, or the validity or enforceability against the Loan Parties, of this
      Amendment, other than such consents, authorizations or filings which have been
      made or obtained;

     

    (e)  this
      Amendment has been duly executed and delivered by the Loan Parties and this
      Amendment 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 any Dispositions
      or
      Lien on all Properties purported to be included in the Borrowing Base since
      the
      delivery of the evidence of such person’s title to such properties delivered
      pursuant to Section 4.1(a)(vii) of the Credit Agreement other than
      permitted under the Credit Agreement;

     

    (g)  on
      the
      date hereof and after giving effect to the increase in the Commitment and the
      other transactions contemplated by this Amendment, each Security Document has
      been duly executed and delivered on behalf of such Loan Party that is a party
      thereto and is the legal, valid and binding obligations of such Loan Party,
      enforceable against such Loan Party in accordance with its terms and secures
      the
      obligations and liabilities of the Borrower and the other Loan Parties to the
      Lenders pursuant to the Credit Agreement, the Note, including extensions of
      credit up to an aggregate principal amount not to exceed $200,000,000, and
      the
      other Loan Documents, as amended by this Amendment;

     

    (h)  on
      the
      date hereof and after giving effect to the increase in the Commitment and the
      other transactions contemplated by this Amendment, each of the Mortgage and
      the
      Subordinate Mortgage complies with all applicable recording and filing laws
      of
      the States of Louisiana and Texas, and creates, under the laws of the States
      of
      Louisiana and Texas, a legally valid perfected mortgage lien in favor of the
      Administrative Agent for the benefit of the Lenders, in the case of the
      Mortgage, or Bois d’Arc Energy, Inc., in the case of the Subordinate Mortgage,
      on all right, title and interest of Bois d’Arc Energy, L.P. in and to the
      Mortgaged Property (as defined therein), including all property purported to
      be
      included in the Borrowing Base, to secure the obligations and liabilities of
      the
      Borrower to the Lenders pursuant to the Credit Agreement, the Note, including
      extensions of credit up to an aggregate principal amount not to exceed
      $200,000,000, and the other Loan Documents, as amended by this Amendment;
      and

     

    (i)  the
      increases in the Commitments contemplated by this Amendment and any additional
      increases in such Commitments that shall be approved subject to and in
      accordance with the terms of the Credit Agreement, up to an aggregate principal
      amount of $350,000,000 outstanding at any time, are reasonably within the
      contemplation of the parties at the time of the execution and delivery of the
      Mortgage, the increases in the Pledged Notes contemplated by this Amendment
      and
      any additional increases in such Pledged Notes that shall be approved subject
      to
      and in accordance with the terms of the Credit Agreement, up to an aggregate
      principal amount of $350,000,000 outstanding at any time, are reasonably within
      the contemplation of the parties at the time of the execution and delivery
      of
      the Subordinate Mortgage.

    
      
        

      

    

    
    

    9.  Liens
      and Security Interests.
      Borrower and each Guarantor, as of the Effective Date and after giving effect
      to
      the amendments contained herein, hereby ratify and confirm all Liens and
      security interests granted by Borrower and each Guarantor to Lenders to secure
      Borrower’s prompt payment and performance of all obligations 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) of
      this Amendment constitute Collateral (as defined in the Pledge Agreement
      executed and delivered by the Borrower) and that Attachment 1 to such
      Pledge Agreement is hereby amended to include such Pledged Notes.

     

    10.  Counterparts.
      This
      Amendment may be executed by one or more of the parties hereto in any number
      of
      separate counterparts (which may include counterparts delivered by facsimile
      transmission) and all of said counterparts taken together shall be deemed to
      constitute one and the same instrument. Any executed counterpart delivered
      by
      facsimile transmission shall be effective as an original for all purposes
      hereof. The execution and delivery of this Amendment by any Lender shall be
      binding upon each of its successors and assigns (including transferees or
      Participants of its Commitments and Loans in whole or in part prior to
      effectiveness hereof) and binding in respect of all of its Commitments and
      Loans, including any acquired subsequent to its execution and delivery hereof
      and prior to the effectiveness hereof.

     

    11.  GOVERNING
      LAW.

     

    (a)  THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
      SUCH STATE (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICT
      OF LAW; PROVIDED
      THAT THE
      ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
      FEDERAL LAW).

     

    (b)  ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT
      MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN HOUSTON, TEXAS
      OR
      OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION
      AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND
      EACH
      LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
      JURISDICTION OF THOSE COURTS. THE BORROWER, 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 NON
      CONVENIENS,
      WHICH
      IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
      SUCH
      JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
      THE BORROWER, 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 OF SUCH STATE.

     

    12.  Waiver
      of Right to Trial by Jury.
      EACH
      PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
      OF
      ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
      OR
      IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
      PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
      TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
      ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
      HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
      ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
      THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
      ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT 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 the other Loan
      Documents, comprises the complete and integrated agreement of the parties on
      the
      subject matter hereof and thereof and supersedes all prior agreements, written
      or oral, on such subject matter. THE
      CREDIT AGREEMENT, AS AMENDED BY THIS AGREEMENT, 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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	 	 BOIS
              D'ARC ENERGY, INC.
	 	 
	 	 
	 	
               By:   
                /s/ ROLAND O. BURNS

            
	 	
              Name: 
                Roland O. Burns

            
	 	
              Title: 
                Senior Vice President

            


    

    


     

    
      	 	 THE
              BANK OF NOVA SCOTIA, as
	 	Administrative
              Agent, Lead Arranger and Lender
	 	 
	 	 
	 	
               By:   
                /s/ NADINE BELL

            
	 	
              Name: 
                Nadine Bell

            
	 	
              Title: 
                Senior Manager

            


    

     

     

    
      	 	 CALYON
              NEW YORK BRANCH, as
	 	 Syndication
              Agent and Lender
	 	 
	 	 
	 	
               By:   
                /s/ TOM BYARGEON

            
	 	
              Name: 
                Tom Byargeon

            
	 	
              Title: 
                Managing Director

            




     

    
      	 	 AMSOUTH
              BANK, as
	 	 Documentation
              Agent and Lender
	 	 
	 	 
	 	
               By:   
                /s/ W. A. PHILIP

            
	 	
              Name: 
                W. A. Philip

            
	 	
              Title: 
                Vice President

            




     

    
      	 	 NATEXIS
              BANQUES POPULAIRES, as Lender
	 	 
	 	 
	 	
               By:   
                /s/ DONOVAN C. BROUSSARD

            
	 	
              Name: 
                Donovan C. Broussard

            
	 	
              Title: 
                Vice President and Group Manager

            
	 	 


    

     

    
      	 	
               By:   
                /s/ TIMOTHY L. POLVADO

            
	 	
              Name: 
                Timothy L. Polvado

            
	 	
              Title: 
                Vice President and Group Manager

            


    

    
       

      
        
          

        

      

      
        
        

      

    


     

    
      	 	 UNION
              BANK OF CALIFORNIA, N.A., as Lender
	 	 
	 	 
	 	
               By:   
                /s/ SEAN MURPHY

            
	 	
              Name: 
                Sean Murphy

            
	 	
              Title: 
                Vice President

            
	 	 


    

     

     

    
      	 	 BMO
              Capital Markets Financing, Inc., f/k/a Lender
	 	 Harris
              Nesbitt Financing, Inc., as Lender
	 	 
	 	 
	 	
               By:   
                /s/ MARY LOU ALLEN

            
	 	
              Name: 
                Mary Lou Allen

            
	 	
              Title: 
                Vice President

            
	 	 


 

    
      	 	 BANK
              OF AMERICA, N.A., as Lender
	 	 
	 	 
	 	
               By:   
                /s/ JEFFREY H. RATHKAMP

            
	 	
              Name: 
                Jeffrey H. Rathkamp

            
	 	
              Title: 
                Director

            
	 	 




     

    
      	 	 COMERICA
              BANK, as Lender
	 	 
	 	 
	 	
               By:   
                /s/ PETER L. SEFZIK

            
	 	
              Name: 
                Peter L. Sefzik

            
	 	
              Title: 
                Vice President

            
	 	 




     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



    ACKNOWLEDGMENT
      BY GUARANTORS

     

    Each
      of
      the undersigned Guarantors hereby (i) consents to the terms and conditions
      of that certain Second Amendment dated as of October 31, 2006 (the
“Amendment”), to the Credit Agreement, dated as of May 11, 2005 as
      heretofore amended, (ii) acknowledges and agrees that its consent is not
      required for the effectiveness of the Amendment, (iii) ratifies and
      acknowledges its respective Obligations under each Loan Document to which it
      is
      a party, (iv) grants to the Administrative Agent for its benefit and the
      ratable benefit of each of the Lenders, a lien and a continuing security
      interest in the Collateral (as such term is defined in the respective Security
      Agreements and the Pledge Agreements) to secure the Secured Obligations (as
      defined therein), and (v) represents and warrants that (a) no Default
      or Event of Default has occurred and is continuing, (b) it is in full
      compliance with all covenants and agreements pertaining to it in the Loan
      Documents, (c) it has reviewed a copy of the Amendment and (d) its
      Pledged Note delivered pursuant to Section 5(a)(ii) of the Amendment
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms.

     

    
      	 	 BOIS
              D'ARC OIL & GAS COMPANY LLC,
	 	 as
              Guarantor
	 	 
	 	 
	 	
               By:   
                /s/ ROLAND O. BURNS

            
	 	
              Name: 
                Roland O. Burns

            
	 	    Title: 
              Senior Vice President
	 	
              Date:  October
                31, 2006

            


    

     

     

    
      	 	 BOIS
              D'ARC HOLDINGS, LLC, as Guarantor
	 	 
	 	 
	 	
               By:   
                /s/ ROLAND O. BURNS

            
	 	
              Name: 
                Roland O. Burns

            
	 	    Title: 
              Senior Vice President
	 	
              Date:  October
                31, 2006

            


    

    


    


     

    
      	 	
              BOIS
                D'ARC OFFSHORE LTD., as Guarantor

            
	 	 
	 	 
	 	
              By: /s/
                ROLAND O. BURNS 

            
	 	
              Name: Roland
                O. Burns

            
	 	
              Title: Senior
                Vice President

            
	 	
              Date: October
                31, 2006

            


    

    


     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              BOIS
                D'ARC PROPERTIES, LP, as Guarantor

            
	 	 
	 	 
	 	
              By: /s/
                ROLAND O. BURNS 

            
	 	
              Name: Roland
                O. Burns

            
	 	
              Title: Senior
                Vice President

            
	 	
              Date: October
                31, 2006

            


    

    


    


    
      	 	
              BOIS
                D'ARC ENERGY, INC., as Guarantor

            
	 	 
	 	 
	 	
              By: /s/
                ROLAND O. BURNS 

            
	 	
              Name: Roland
                O. Burns

            
	 	
              Title: Senior
                Vice President

            
	 	
              Date: October
                31, 2006