FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT (this “ First Amendment ”) dated March 19, 2009, is among Petro Resources Corporation , a limited liability company duly formed and existing under the laws of the State of Delaware (the “ Borrower ”); each of the Lenders from time to time party to the Loan Agreement (as hereinafter defined); and CIT Capital USA Inc., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

RECITALS

A.           The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Lien Term Loan Agreement dated as of September 9, 2008 (the “ Loan Agreement ”), pursuant to which the Lenders made certain loans to and on behalf of the Borrower.

B.           The Borrower has requested and the Administrative Agent and the Lenders have agreed to amend certain provisions of the Loan Agreement.

C.           NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this First Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.   Defined Terms .  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Loan Agreement, as amended by this First Amendment.  Unless otherwise indicated, all section references in this First Amendment refer to sections of the Loan Agreement.

Section 2.   Amendments to Loan Agreement .

2.2   Amendments to Section 1.02 .

(a)   The definition of “ Adjusted LIBO Rate ” is hereby amended to add the phrase  “; provided that the adjusted LIBO Rate applicable for any Eurodollar Loans shall be no less than two and a half percent (2.5%) per annum at any time” after “Statutory Reserve Rate” and before the final period in the third line.

(b)   The definition of “ Agreement ” is hereby amended in its entirety to read as follows:

“ Agreement ” means this Loan Agreement, as amended by the First Amendment, and as the same may be further amended or supplemented from time to time.

(c)   The definition of “ Alternate Base Rate ” is hereby amended in its entirety to read as follows:

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day plus one percent (1%), (b) the sum of the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.5%) and (c) the Adjusted LIBO Rate having an Interest Period of three months in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

(d)   The definition of “ EBITDAX ” is hereby amended in its entirety to read as follows:

“ EBITDAX ” means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization, exploration expenses and other similar noncash charges, minus all noncash income added to Consolidated Net Income; provided that EBITDAX for the fiscal quarters ending March 31, 2009, June 30, 2009 and September 30, 2009 shall be calculated as follows:

(a)           for the fiscal quarter ending March 31, 2009, EBITDAX shall be EBITDAX for such quarter multiplied by four;

(b)           for the fiscal quarter ending June 30, 2009, EBITDAX shall be EBITDAX for the six-month period ending on such date multiplied by two.

(c)           for the fiscal quarter ending September 30, 2009, EBITDAX shall be EBITDAX for the nine-month period ending on such date multiplied by four/thirds.

Thereafter, EBITDAX shall be calculated using EBITDAX for the period of four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available.

(e)   The definition of “ LIBO Rate ” is hereby amended in its entirety to read as follows:

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Bloomberg BBAM Screen (or on any successor or substitute thereto or therefor providing rate quotations comparable to those currently provided on Bloomberg BBAM Screen, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be determined by Administrative Agent by reference to such other comparable publicly available service for displaying the offered rate for dollar deposits in the London interbank market as may be selected by the Administrative Agent and, in the absence of availability, the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of an amount comparable to such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of a banking institution selected by the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

(f)   The first sentence of the definition of “ Prime Rate ” is hereby amended in its entirety to read as follows:

“ Prime Rate ” means in respect of ABR Loans, the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. (or its successor) as its prime rate in effect at its principal office in New York City (or if such rate is at any time not available, the prime rate so quoted by any banking institution as determined by the Administrative Agent in its sole discretion); each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective.

(g)   The following definition is hereby added where alphabetically appropriate to read as follows:

“ First Amendment ” means that certain First Amendment to Loan Agreement, dated as of March 19, 2009, among the Borrower, the Administrative Agent and the Lenders party thereto.

2.3   Amendment to Section 3.03 .  Section