ITEM 8.01. Other Events.

On August 26, 2009, we and the lenders entered into the fifth amendment to the credit facility which waived compliance with the current ratio financial covenant for the period ending October 26, 2009 and the quarter ending June 30, 2009, and with the restrictive covenants related to accounts payable, permitted liens and permitted debt, subject to certain caps.

We believe that we may not be in compliance with certain restrictive covenants throughout 2009, but will seek additional waivers as necessary. There can be no assurance that we will be able to obtain such waivers or that such waivers will be obtained on acceptable terms. If we are unable to obtain future waivers and/or to comply with the restrictive covenants, the lenders could accelerate our indebtedness under the credit facility or foreclose on properties held by liens. We have remained in compliance with the payment of principal and interest pertaining to the credit facility including ensuring that our outstanding borrowings remain within the limitations of the borrowing base. Due to borrowing base limitations and waiver stipulations, we are currently unable to incur additional indebtedness under the credit facility.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished with this Current Report on Form 8-K.

10.1 Waiver to Credit Agreement dated August 26, 2009.