FIRST AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS

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1. Recitals; Defined Terms; References.  The foregoing recitals are hereby incorporated into and made a part of this Amendment.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.  Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Amendment" and each other similar reference contained in the Credit Agreement and other Loan Documents shall, after this Amendment becomes effective, refer to the Credit Agreement and the Loan Documents as amended hereby.

2. Amendments.  The Loan Documents are hereby amended as follows:

(a)	All references in the Loan Documents to the "Credit Agreement" shall mean the Credit Agreement as amended and modified by this Amendment, as the same may be further amended, restated, supplemented, extended, modified or otherwise in effect from time to time.

(b)

All references in the Loan Documents to the "Loan Documents" or to any of the Loan Documents, individually, shall mean and refer to the Loan Documents (or the applicable Loan Document), as amended and modified by this Amendment, as the same may be further amended, restated, supplemented, extended, modified or otherwise in effect from time to time.

(c)	The definition of "Borrowing Base Availability" in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following definition:

(d)	The definition of "Milwaukee Wells Asset" in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor:

(e)	Section 9.01(a) of the Credit Agreement is hereby deleted in the entirety and the following substituted therefor:

(f)	The following parenthetical in Exhibit G of the Credit Agreement is hereby deleted in its entirety: "(note: See definition for separate calculation for Milwaukee Wells Asset)."

(g)	Schedule 3.15, Schedule 5.13, and Schedule SG of the Credit Agreement are hereby deleted in the entirety and replaced with Schedule 3.15, Schedule 5.13, and Schedule SG attached hereto.

(h)	Section 26 of the Guaranty is hereby amended by deleting the address for the Guarantor and substituting the following in lieu thereof:

(i)	All references in the Loan Documents to "8880 W. Sunset Road, Suite 300, Las Vegas, NV 89148" shall be replaced with "2965 S. Jones Blvd, Suite C-1, Las Vegas, NV 89146."

3. Representations and Warranties.  The Credit Parties and the other subsidiaries of Borrower party hereto hereby represent, warrant and covenant with Administrative Agent and the Lenders that, as of the date hereof:

(i)	All representations and warranties made in the Credit Agreement and other Loan Documents remain and continue to be true and correct in all material respects.

(ii)	There exists no Default or Event of Default under any of the Loan Documents.

(iii)

Such parties have taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(iv)

This Amendment has been duly authorized, executed and delivered by each such party so as to constitute the legal, valid and binding obligations of each party, enforceable in accordance with its terms, except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles.

(v)	No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance of this Amendment by any of the parties.

4. General Terms.  This Amendment, which may be executed in multiple counterparts, together with that certain letter agreement between Borrower and Administrative Agent of even date herewith, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment.  The Credit Parties and the other subsidiaries of Borrower party hereto hereby ratify, confirm and reaffirm all of the terms and conditions of the Credit Agreement, and each of the other Loan documents, to which each is a party, and further acknowledge and agree that all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect except as expressly provided in this Amendment.  Except where the context clearly requires otherwise, all references to the Credit Agreement in any other Loan Document shall be to the Credit Agreement as amended by this Amendment.

5. Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

6. Fees and Expenses.  Upon the execution hereof, the Borrower shall pay to the Administrative Agent all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Administrative Agent in connection with this Amendment.

7. Illegality.  Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

8. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

9. Reliance.  The Credit Parties and the other subsidiaries of Borrower party hereto warrants and represents that, each has consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Administrative Agent or the Lenders or their respective counsel in entering into this Amendment and any other documents entered into in connection herewith.

10. Release.  The Credit Parties and the other subsidiaries of Borrower party hereto acknowledges and agrees that each has no claims, counterclaims, offsets, defenses or causes of action against the Administrative Agent or any Lender with respect to amounts outstanding and owing to Administrative Agent and/or any of the Lenders under the Loan Arrangement.  To the extent such claims, counterclaims, offsets, defenses and/or causes of actions should exist, whether known or unknown at law or in equity, the Borrower WAIVES same and RELEASES the Administrative Agent and the Lenders from any and all liability in connection therewith.