FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of July 22, 2009 by and among Double Eagle Petroleum Co., a Maryland corporation (“Borrower”), Bank of Oklahoma, N.A., individually and as administrative agent (in such capacity, “Administrative Agent”) and as LC Issuer, and the Lenders party to the Original Credit Agreement defined below (“Lenders”).

W I T N E S S E T H:

WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement dated as of February 26, 2009 (as amended, supplemented, or restated to the date hereof, the “Original Credit Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated to make loans to Borrower as therein provided; and

WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Credit Agreement to terminate the Term Loan Commitment, to refinance the Term Loans with proceeds of Revolving Loans, and to make certain other modifications as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the loans which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

§ 1.1. Terms Defined in the Original Credit Agreement . Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Amendment.

§ 1.2. Other Defined Terms . Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

“ Amendment ” means this First Amendment to Credit Agreement.

“ Amendment Documents ” means this Amendment and the confirmation by Guarantor with respect to this Amendment and any other document required to be delivered by Borrower pursuant to Article III hereof.

“ Credit Agreement ” means the Original Credit Agreement as amended hereby.

“ Original Omnibus Certificate ” means the Omnibus Certificate dated February 26, 2009 executed and delivered by officers of Borrowers pursuant to the Original Credit Agreement.

ARTICLE II.

AMENDMENTS TO ORIGINAL AGREEMENT

§ 2.1. Defined Terms .

(a) The following definitions in Section 1.1 of the Original Credit Agreement are hereby amended in their entirety to read as follows:

“’ Applicable Utilization Level’ means on any date the level set forth below that corresponds to the percentage, at the close of business on such day, equivalent to the (i) Revolving Loan Facility Usage divided by (ii) the Borrowing Base (the “ Utilization Percent ”):

“’ Commitment’ means for each Lender its Revolving Loan Commitment.”

(b) The following definitions are hereby added to Section 1.1 of the Original Credit Agreement in alphabetical order to read as follows:

“’ Adjusted Consolidated EBITDAX’ means, for any Fiscal Quarter, Consolidated EBITDAX for such Fiscal Quarter adjusted (a) as permitted and in accordance with Article 11 of Regulation S-X promulgated by the SEC, (b) to give effect to any acquisition or divestiture made by Borrower or any of its Consolidated Subsidiaries during such Fiscal Quarter as if such transactions had occurred on the first day of such Fiscal Quarter, regardless of whether the effect is positive or negative.”

“’ Consolidated EBITDAX’ means, for any period (without duplication), the sum of (1) Consolidated Net Income during such period (excluding extraordinary gains and losses), plus (2) all interest paid or accrued during such period on Indebtedness (including amortization of original issue discount and the interest component of any deferred payment obligations and Capital Lease Obligations) which was deducted in determining such Consolidated Net Income, plus (3) all income taxes which were deducted in determining such Consolidated Net Income, plus (4) all depreciation, amortization (including amortization of good will and debt issue costs), depletion, exploration expense and other non-cash charges (including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and including those resulting from the requirements of FASB 133, 143, 144 or 157) which were deducted in determining such Consolidated Net Income, minus (5) all non-cash items of income which were included in determining such Consolidated Net Income.”

“’ Consolidated Funded Debt’ means the categories of Liabilities of Borrower and its properly Consolidated Subsidiaries described in clauses (a), (b), (c), (f), (h) and (j) of the definition of “Indebtedness” in Section 1.1 (without duplication).”

“’ Maturity Date’ means July 31, 2010.”

§ 2.2. Schedules . Schedule 4 to the Original Credit Agreement is hereby amended in its entirety to read as set forth in Schedule 4 attached hereto.

§ 2.3. Term Loan Commitment and Term Loans .

(a) The Term Loan Commitments are hereby terminated.

(b) Section 2.1(b) is hereby deleted from the Original Credit Agreement.

(c) Borrower shall repay the Term Loans, in full, on or before the Term Loan Maturity Date with proceeds of Revolving Loans.

§ 2.4. Subsequent Determinations of Borrowing Base . The second sentence of Section 2.9 of the Original Credit Agreement which reads as follows:

“By June 1 and December 31, Administrative Agent shall determine the amount of a proposed Borrowing Base; and Administrative Agent shall then deliver to each Lender such proposed Borrowing Base.”

is hereby amended in its entirety to read as follows:

“By June 15 and December 15 of each year, Administrative Agent shall determine the amount of a proposed Borrowing Base; and Administrative Agent shall then deliver to each Lender such proposed Borrowing Base.”

§ 2.5. Reaffirmation of Borrowing Base . Administrative Agent hereby notifies Borrower that the Borrowing Base in effect during the period from the date hereof until the next Determination Date shall be $45,000,000.

§ 2.6. Funded Debt to EBITDAX Ratio . The following new Section 7.15 is hereby added at the end of Article VII of the Original Credit Agreement to read as follows:

“Section 7.15 Funded Debt to EBITDAX Ratio . As of the end of each Fiscal Quarter, the ratio of (a) Consolidated Funded Debt as of the end of such Fiscal Quarter to (b) Adjusted Consolidated EBITDAX for the period of twelve consecutive calendar months then ended shall never be greater than 3.5 to 1.0.”

§ 2.7. Waiver . Borrower has requested that Lenders consent to the merger of Petrosearch Energy Corporation into a newly formed wholly-owned Subsidiary of Borrower (“New Subsidiary”), with New Subsidiary being the surviving entity (the “Merger”), and waive the violation of Section 7.5 of the Original Agreemen