LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDED AND RESTATED FORBEARANCE AGREEMENT

Execution Copy

LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO

THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDED AND RESTATED FORBEARANCE AGREEMENT

This LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “ Agreement ”), dated as of December 2, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), FOOTHILLS RESOURCES, INC., a Nevada corporation (“ Parent ”) and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as the “ Borrowers ”). All terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).

RECITALS

A.             The Agent, the Lenders and the Borrowers are parties to that certain Credit Agreement, dated as of December 13, 2007, as amended by that First Amendment to Credit Agreement, dated as of May 15, 2008, as further amended by that Limited Waiver and Second Amendment to Credit Agreement, dated as of May 15, 2008, as further amended by that Forbearance Agreement, dated as of August 13, 2008, as further amended by that Third Amendment to Credit Agreement and Amended and Restated Forbearance Agreement, dated as of September 15, 2008 (the “ Third Amendment and Amended Forbearance Agreement ”) (as previously amended, the “ Credit Agreement ”);

B.              Pursuant to the Third Amendment and Amended Forbearance Agreement, the Borrowers acknowledged and confirmed that Specified Defaults (as therein defined) had occurred and were continuing under the Credit Agreement as of the date of the Third Amendment and Amended Forbearance Agreement and were expected to continue to occur under the Credit Agreement after the date of the Third Amendment and Amended Forbearance Agreement.

C.             Pursuant to the Third Amendment and Amended Forbearance Agreement, the Agent and the Lenders agreed that, although under the Credit Agreement, the Agent and the Lenders are entitled to terminate the Commitments, declare all of the Obligations to be immediately due and payable, foreclose upon the Collateral, and exercise all of their rights and remedies under the Loan Documents and applicable law in respect of such Events of Default, the Agent and the Lenders would forbear from taking such actions during the Forbearance Period (as defined in the Third Amendment and Amended Forbearance Agreement), subject to the exceptions and limitations and the other terms and conditions set forth therein.

D.             The Borrowers acknowledge and confirm that the Specified Defaults have not been cured and are continuing as of the date hereof.

E.             The Borrowers have requested that the Agent and Lenders (i) consent to, and waive any Event of Default arising by reason of, any noncompliance by the Borrowers with Section 5.3 and Schedule 5.3 of the Credit Agreement by reason of the failure of the Borrowers to deliver copies of Parent and Subsidiaries’ Projections within 30 days prior to the start of Parent’s fiscal year 2009 (the “ Specified Projections Default ”), and (ii) make certain modifications to the Third Amendment and Amended Forbearance Agreement in accordance with the terms and conditions of this Agreement.

F.              The Agent and the Lenders are will to consent to, and waive any Event of Default arising by reason of, the Specified Projections Default, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS:

1.       Definitions . Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Credit Agreement.

(a)     Pursuant to the request by the Borrowers and in accordance with Section 14.1 of the Credit Agreement, the Agent and the Lenders consent to, and waive any Event of Default that would otherwise arise under Section 7.2(a) of the Credit Agreement by reason of, the Specified Projections Default, provided that the Agent and the Lenders receive copies of Parent and its Subsidiaries’ Projections required to be delivered pursuant to Section 5.3 of and Schedule 5.3 to the Credit Agreement by 5 p.m. (New York time) on January 30, 2009 (it being understood and agreed that the failure to deliver such Projections in accordance with this proviso shall constitute an immediate Event of Default).

(b)     The limited waiver in this Section 2 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall remain in full force and effect.

(a)     Section 5(b) of the Third Amendment and Amended Forbearance Agreement is hereby amended by deleting it in its entirety and by substituting therefor the following:

“(b)         Benchmarks . Borrowers (i) shall complete, or cause to be completed, in all respects each of the actions set forth on pages 8 through 12 (the Timeline section) set forth in the Consultant’s Report on or prior to the date specified in the Consultant’s Report for the completion thereof (as such date may

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be extended by the Agent in its sole discretion), and (ii) provide to the Agent or either Lender upon request such reports, lists and other information as such Person may reasonably request in respect of the actions contemplated by the Consultant’s Report. It is understood and agreed that if the Agent shall determine that Borrowers have failed to comply with either clause (i) or clause (ii) of this Section 5(b) (which determination of the Agent shall be conclusive and binding for all purposes), the Agent may declare a Termination Event and terminate the Forbearance Period.”

(b)     Section 5(e)(i) of the Third Amendment and Amended Forbearance Agreement is hereby amended by deleting it in its entirety and by substituting therefor the following:

“(i)          Leverage Ratio . Have a Leverage Ratio, calculated on the last day of the period indicated below, greater than the applicable ratio set forth in the following table for the applicable monthly period set forth opposite thereto:

For the purposes of calculating the Leverage Ratio during the Forbearance Period, EBITDA shall be calculated using EBITDA for the twelve-month period most recently ended on the last day of the calendar month immediately preceding the date of determination for which financial statements are available.”

4.       Representations and Warranties . To induce the Agent and the Lenders to enter into this Agreement, Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders as follows:

(a)     Duly Organized . Each Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the full power and authority to execute, deliver and perform this Agreement and to perform the Credit Agreement, as amended hereby.

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(b)     Authority . The execution, delivery and performance by each Borrower of this Agreement, and the performance by each such Borrower of the Credit Agreement, as amended hereby, and each other Loan Document (i) have been duly authorized by all requisite action on the part of Borrowers, (ii) do not and will not violate the Governing Documents of any Borrower, or any Material Contract of any of the Borrowers, or any order, judgment or decree of any court, Governmental Authority or arbitrator by which any Borrower or any of its properties is bound, (iii) do not and will not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Borrower and (iv) do not and will not require any filing (other than any disclosure filing) or registration with, consent, or authorization or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.

(c)     Binding Obligation . Each of this Agreement and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(d)     No Other Defaults . Except for the Specified Defaults and the Specified Projections Default, no Default or Event of Default has occurred and is continuing or would result from this Agreement becoming effective in accordance