DATED AND EXECUTED ORIGINALS
OF (I) THIS AMENDMENT, (II) A PRO FORMA BORROWING BASE CERTIFICATE SETTING FORTH
THE BORROWING BASE AS OF APRIL 3, 2010 (GIVING EFFECT TO THE MODIFICATIONS AND
THE RESERVES SET FORTH IN THIS AMENDMENT), AND (III) SUCH OTHER CERTIFICATES,
INSTRUMENTS, AGREEMENTS OR DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST (EACH OF THE FOREGOING CERTIFICATES, INSTRUMENTS, AGREEMENTS AND
DOCUMENTS DESCRIBED IN THIS SECTION 7(B) (OTHER THAN THIS AMENDMENT) WHICH
CONSTITUTE LOAN DOCUMENTS ARE HEREINAFTER REFERRED TO COLLECTIVELY AS THE "OTHER
DOCUMENTS").
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C.
THE FOLLOWING STATEMENTS SHALL BE TRUE
AND CORRECT AND THE COMPANY, BY EXECUTING AND DELIVERING THIS AMENDMENT TO THE
LENDER AND THE ADMINISTRATIVE AGENT, HEREBY CERTIFIES THAT THE FOLLOWING
STATEMENTS ARE TRUE AND CORRECT AS OF THE DATE HEREOF:
(1)
OTHER THAN AS EXPRESSLY CONTEMPLATED BY
THIS AMENDMENT, SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS FURNISHED
BY THE COMPANY TO THE ADMINISTRATIVE AGENT (WHICH FINANCIAL STATEMENTS WERE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AND OTHERWISE CONFORMED TO THE REQUIREMENTS
SET FORTH IN THE CREDIT AGREEMENT FOR SUCH FINANCIAL STATEMENTS), THERE SHALL
HAVE BEEN NO CHANGE WHICH HAS HAD OR WILL HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS, PROPERTIES OR FINANCIAL CONDITION OF THE LOAN PARTIES
TAKEN AS A WHOLE;
(2)
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY SET FORTH IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS (AS
AMENDED BY THIS AMENDMENT) ARE TRUE AND CORRECT IN ALL RESPECTS ON AND AS OF THE
DATE OF THIS AMENDMENT WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH
DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE
TO AN EARLIER DATE, AND NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT (OTHER
THAN THE EXISTING COVENANT DEFAULTS WAIVED IN THIS AMENDMENT) HAS OCCURRED AND
IS CONTINUING; AND
(3)
NO CONSENTS, LICENSES OR APPROVALS ARE
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OF THIS AMENDMENT OR THE OTHER DOCUMENTS OR THE VALIDITY OR
ENFORCEABILITY AGAINST THE COMPANY OF THIS AMENDMENT OR THE OTHER DOCUMENTS
WHICH HAVE NOT BEEN OBTAINED AND DELIVERED TO THE LENDER.
SECTION 8.
MISCELLANEOUS.
A.
EXCEPT AS EXPRESSLY AMENDED AND MODIFIED BY
THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL
CONTINUE TO BE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS THEREOF.
B.
THIS AMENDMENT MAY BE EXECUTED BY THE
PARTIES HERETO IN COUNTERPARTS, AND ALL OF SUCH COUNTERPARTS TAKEN TOGETHER
SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
C.
THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAWS OF CONFLICT,
OF THE STATE OF ILLINOIS.
D.
THE HEADINGS CONTAINED IN THIS AMENDMENT
ARE FOR EASE OF REFERENCE ONLY AND SHALL NOT BE CONSIDERED IN CONSTRUING THIS
AMENDMENT.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Second
Amendment to Credit Agreement to be duly executed as of the day