FIRST
AMENDMENT

    TO

    CREDIT
AGREEMENT

    


    THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”) is entered into and effective as of the First Amendment
Closing Date (as defined below) among ENERJEX RESOURCES, INC., a
Nevada corporation (“Parent”),
ENERJEX KANSAS, INC.
(f/k/a Midwest Energy, Inc.), a Nevada corporation (“EnerJex
Kansas”) and DD ENERGY,
INC., a Nevada corporation (“DD
Energy”) (collectively, “Borrowers”)
and TEXAS CAPITAL BANK,
N.A., a
national banking association, as a Bank, L/C Issuer and Administrative Agent (in
such latter capacity and together with its successors and permitted assigns in
such capacity the “Administrative
Agent”), and the several banks and financial institutions from time to
time parties to the Credit Agreement, as defined below (the “Banks”).  Capitalized
terms used but not defined in this First Amendment have the meaning given them
in the Credit Agreement.

     

    RECITALS

     

    A.           Borrowers,
Administrative Agent, L/C Issuer and Banks entered into that certain Credit
Agreement dated as of July 3, 2008 (as amended by that certain Letter Agreement
dated July 3, 2008, that certain Letter Agreement dated May 15, 2009, and as
further amended, modified or supplemented, the “Credit
Agreement”).

     

    B.           Borrowers,
Administrative Agent, L/C Issuer and Banks have agreed to amend the Credit
Agreement, subject to the terms and conditions of this First
Amendment.

     

    AGREEMENT

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the undersigned hereby agree as follows:

     

    I.           Amendments to Credit
Agreement.

     

    Article I,
Definitions, of the Credit Agreement is hereby amended by adding the
following definitions in their proper alphabetical order:

     

    “First
Amendment” means the First Amendment to Credit Agreement dated as of the
First Amendment Closing Date by and between Borrowers, Administrative Agent, L/C
Issuer and Banks.

     

    “First Amendment
Closing Date” means August 18, 2009.

     

    Article I,
Definitions, of the Credit Agreement is hereby amended by revising the
following definition in its entirety to read as follows:

     

    “Floating
Rate” means a per annum interest rate determined by reference to the
following schedule:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Eurodollar
Rate + Eurodollar Margin at Borrower’s option pursuant to Section
2.02, but in no event shall such sum be less than five percent
(5.0%),

     

    or

     

    Base Rate
+ Base Rate Margin at Borrower’s option or by default pursuant to Section
2.02, but in no event shall such sum be less than five percent
(5.0%).

     

    Section 2.04, Borrowing Base
Determination, of the Credit Agreement is hereby amended by replacing the
text in Subsection (a) thereof with the following text:

     

    “(a)         The
Borrowing Base in effect as of the First Amendment Closing Date is $6,986,500
relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas
Properties and the Monthly Borrowing Base Reduction is $100,000.  The
Borrowing Base shall be automatically reduced on the first day of each month by
the Monthly Borrowing Base Reduction beginning September 1, 2009.  The
Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined
from time to time pursuant to the provisions of this Section.”

     

    Section 6.22,
Hedging, of the Credit Agreement is hereby amended by adding the
following sentence to the end thereof:

     

    “On or
before September 15, 2009, Borrowers shall have entered into Permitted Swap
Contracts such that not less than seventy-five percent (75%) of the Proved
Developed Producing Reserves attributable to Borrowers’ interest in the
Borrowing Base Oil and Gas Properties projected to be produced, as reflected in
the most recently delivered Reserve Report delivered pursuant to Section
2.04 or as otherwise determined by Administrative Agent, during the
eighteen (18) calendar months following the First Amendment Closing Date are
covered, in the aggregate, by such Permitted Swap Contracts.”

     

    Section 9.01, Events of
Default, of the Credit Agreement is hereby amended by replacing the text
of subsection (b) thereof with the following text:

     

    “(b)         Specific
Covenants.  Borrowers fail to perform or observe any term,
covenant or agreement contained in any of Sections
6.01, 6.02,
6.03,
6.05,
6.10,
6.22
or Article
VII; or”

     

    II. 
          Limited
Waiver.  Subject to the other terms and conditions set forth
herein, Administrative Agent and Banks hereby waive Borrowers’ compliance with
the obligations set forth in Section 7.12(a)
(Current Ratio) of the Credit Agreement solely in relation to the fiscal quarter
ending June 30, 2009.  The waiver granted hereunder does not indicate
an intent to establish any course of dealing among Administrative Agent, Banks
and Borrowers with regard to future waivers, consents, agreements to forbear or
any other modifications that may be requested.  Administrative Agent
and Banks’ agreeing to the waiver herein should not be construed as an
indication that Administrative Agent and Banks would be willing to agree to any
further or future consents, waivers, agreements to forbear or any modifications
to any of the terms of the Credit Agreement or other Loan Documents, or any
Events of Default or Defaults that may exist or occur
thereunder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    III.           Conditions.  This
First Amendment is subject to satisfaction of the following conditions
precedent:

     

    (a) this
First Amendment has been executed and delivered by all parties
hereto;

     

    (b) on or
before the First Amendment Closing Date, Borrowers shall have paid to
Administrative Agent, in immediately available funds, a waiver fee in the amount
of $17,466; and

    


    (c) Borrowers
deliver to Administrative Agent such other documents as Administrative Agent
reasonably requests.

     

    IV.          Representations, Warranties
and Covenants.  Borrowers represent and warrant to
Administrative Agent and Banks that (a) they possess all requisite power and
authority to execute, deliver and comply with the terms of this First Amendment,
(b) this First Amendment has been duly authorized and approved by all requisite
corporate action on the part of the Borrowers, (c) no other consent of any
Person (other than Administrative Agent and Banks) is required for this First
Amendment to be effective, (d) the execution and delivery of this First
Amendment does not violate their organizational documents, (e) the
representations and warranties in each Loan Document to which they are a party
are true and correct in all material respects on and as of the date of this
First Amendment as though made on the date of this First Amendment, (f) they are
in full compliance with all covenants and agreements contained in each Loan
Document to which they are a party, (g) no Event of Default or Default has
occurred and is continuing, and (h) except as may be addressed in this First
Amendment, no exhibit or schedule to the Credit Agreement is required to be
supplemented, amended or modified in connection with the transactions
contemplated by this First Amendment or any other matters occurring prior to the
First Amendment Closing Date.  In particular, but without limiting the
generality of the foregoing, Exhibit A attached to the Credit Agreement, as
amended by this First Amendment or any prior amendment, describes all of
Borrower’s Borrowing Base Oil and Gas Properties.  The representations
and warranties made in this First Amendment shall survive the execution and
delivery of this First Amendment.  No investigation by Administrative
Agent or any Bank is required for Administrative Agent or any Bank to rely on
the representations and warranties in this First Amendment.

     

    V.           Scope of Amendment;
Reaffirmation; Release.  All references to the Credit Agreement
shall refer to the Credit Agreement as amended by this First
Amendment.  Except as affected by this First Amendment, the Loan
Documents are unchanged and continue in full force and
effect.  However, in the event of any inconsistency between the terms
of the Credit Agreement (as amended by this First Amendment) and any other Loan
Document, the terms of the Credit Agreement shall control and such other
document shall be deemed to be amended to conform to the terms of the Credit
Agreement.  Borrowers hereby reaffirm their obligations under the Loan
Documents to which they are a party to and agree that all Loan Documents to
which they are a party to remain in full force and effect and continue to be
legal, valid, and binding obligations enforceable in accordance with their terms
(as the same are affected by this First Amendment).  Borrowers hereby
release, discharge and acquit Administrative Agent, L/C Issuer and Banks from
any and all claims, demands, actions, causes of action, remedies, and
liabilities of every kind or nature (including without limitation, offsets,
reductions, rebates, or lender liability) arising out of any act, occurrence,
transaction or omission occurring in connection with the Credit Agreement and
the other Loan Documents prior to the date of this First
Amendment.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    VI.         
Miscellaneous.

     

    (a)           No Waiver of
Defaults.  Except as expressly provided for herein, this First
Amendment does not constitute (i) a waiver of, or a consent to, (A) any
provision of the Credit Agreement or any other Loan Document, or (B) any present
or future violation of, or default under, any provision of the Loan Documents,
or (ii) a waiver of Administrative Agent’s or any Bank’s right to insist upon
future compliance with each term, covenant, condition and provision of the Loan
Documents.

     

    (b)           Form.  Each
agreement, document, instrument or other writing to be furnished to
Administrative Agent under any provision of this First Amendment must be in form
and substance satisfactory to Administrative Agent and its counsel.

     

    (c)           Headings.  The
headings and captions used in this First Amendment are for convenience only and
will not be deemed to limit, amplify or modify the terms of this First
Amendment, the Credit Agreement, or the other Loan Documents.

     

    (d)           Costs, Expenses and
Attorneys’ Fees.  Borrowers agree to pay or reimburse
Administrative Agent on demand for all its reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation, and execution
of this First Amendment, including, without limitation, the reasonable fees and
disbursements of Administrative Agent’s counsel.

     

    (e)           Successors and
Assigns.  This First Amendment shall be binding upon and inure
to the benefit of each of the undersigned and their respective successors and
permitted assigns.

     

    (f)           Multiple
Counterparts.  This First Amendment may be executed in any
number of counterparts with the same effect as if all signatories had signed the
same document.  All counterparts must be construed together to
constitute one (1) and the same instrument.  This First Amendment may
be transmitted and signed by facsimile or portable document file
(pdf).  The effectiveness of any such documents and signatures shall,
subject to applicable law, have the same force and effect as manually-signed
originals and shall be binding on Borrowers, Administrative Agent, L/C Issuer
and Banks.  Administrative Agent may also require that any such
documents and signatures be confirmed by a manually-signed original; provided that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

     

    (g)           Governing
Law.  THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS MUST BE
CONSTRUED, AND THEIR PERFORMANCE ENFORCED, UNDER TEXAS LAW.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (h)           Entirety.  The Loan
Documents (as amended hereby) Represent the Final Agreement By and Among
Borrowers, Administrative Agent, L/C Issuer and Banks and May Not Be
Contradicted by Evidence of Prior, Contemporaneous, or Subsequent Oral
Agreements by the Parties.  There Are No Unwritten Oral Agreements
between the Parties.

     

    (Signature pages
follow)


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this First Amendment is executed effective as of the First
Amendment Closing Date.

    


    
      
        	
                BORROWERS:

              
	 
      
	
                ENERJEX
      RESOURCES, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ C. Stephen Cochennet

              
	 
      	
                Steve
      Cochennet

              
	 
      	
                Chief
      Executive Officer

              
	 
      	 
      
	
                ENERJEX
      KANSAS, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ C. Stephen Cochennet

              
	 
      	
                Steve
      Cochennet

              
	 
      	
                Chief
      Executive Officer

              
	 
      	 
      
	 
      	
                –
      and –

              
	 
      	 
      
	
                DD
      ENERGY, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ C. Stephen Cochennet

              
	 
      	
                Steve
      Cochennet

              
	 
      	
                Chief
      Executive Officer

              


      

    

    


    Signature
Page to First Amendment


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                ADMINISTATIVE
      AGENT, L/C ISSUER

                AND
      BANKS:

              
	 
      
	
                TEXAS
      CAPITAL BANK, N.A.,

              
	
                as
      Administrative Agent, L/C Issuer and

              
	
                a
      Bank

              
	 
      	 
      
	
                By:

              	
                /s/ Jonathan Gregory

              
	 
      	
                Jonathan
      Gregory,

              
	 
      	
                Executive
      Vice President

              


      

    

    


    Signature
Page to First Amendment