AMENDMENT NO. 1 TO THE LOAN AGREEMENT
AMENDMENT
NO. 1 TO THE
This
AMENDMENT NO. 1 TO THE
LOAN
AGREEMENT (the “Amendment”) is made effective this November ___,
2008,
amends and restates that certain Loan Agreement (the “Loan Agreement”), dated
October 9, 2008, by and among Denly ACI Partners, Ltd., a
Texas limited partnership (the "Partnership"), and
Xxxxxx X. xxx Xxxxxx, and
Xxxxx
X. xxx Xxxxxx, as Co-Trustees of The von Waaden 2004
Revocable
Trust (the "Trust"),
and America West Resources,
Inc.,
a Nevada corporation (the "Borrower"). The
Partnership and the Trust are hereinafter collectively referred to as the
"Lenders").
WHEREAS,
the Company and
Lenders have agreed to make certain changes to the Loan Agreement;
NOW,
THEREFORE, in
consideration of the above, and for other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
The
definition of “Final Closing Date” is hereby amended in its entirety and
replaced with the following:
“"Final
Closing Date"
shall mean no later than December 31, 2008.”
2.
Section 6.2(a) is hereby amended in its entirety and replaced with the
following:
“(a)
Confirmation Order shall have been entered and shall have become a Final
Confirmation Order by no later than December 5, 2008.”
3.
In connection with this Amendment, the Company and Lenders have agreed to
amend
and restate the Notes, in the form attached hereto as Exhibit A.
4.
Defined terms not defined herein shall have the meaning set forth in the
Note
Agreement.
5.
The Borrower agrees to pay all costs and expenses and reimburse the Lenders
for
any and all expenditures related to this Amendment.
IN
WITNESS WHEREOF, each of
the parties hereto has executed this Amendment or has caused this Amendment
to
be executed on its behalf by a representative duly authorized, all as of
the
date first above set forth.
|
a
Nevada corporation
|
||
|
By:
|
/s/
XXX X. XXXXX
|
|
|
Xxx
X. Xxxxx
|
||
|
Chief
Executive Officer
|
||
|
Denly
ACI Partners, Ltd.,
a
Texas limited partnership
|
||
|
By:
|
Denly
ACI Mgt., LLC,
|
|
|
a
Texas limited liability company
|
||
|
By:
|
/s/
XXXXXX X. XXX XXXXXX
|
|
|
Xxxxxx
X. xxx Xxxxxx, Manager
|
||
|
By:
|
/s/
XXXXX X. XXX XXXXXX
|
|
|
Xxxxx
X. xxx Xxxxxx, Manager
|
||
|
Xxxxxx
X. xxx Xxxxxx, Co-Trustee of The von Waaden 2004 Revocable Trust,
created
under agreement dated May 13, 2004
|
||
|
Xxxxx
X. xxx Xxxxxx, Co-Trustee of The von Waaden 2004 Revocable Trust,
created
under agreement dated May 13, 2004
|
||
2
Exhibit A
3
