ex10_1.htm


    Exhibit
      10.1

    


    

      AMENDMENT
        NO. 1 TO THE

      LOAN
        AGREEMENT

      


      


      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
        Dennis C. von Waaden, and
        Sally
        A. von Waaden, 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.

      
 

      
        	 	
                America
                  West Resources,
                  Inc.,

                a
                  Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  DAN R. BAKER

              
	 	 	
                Dan
                  R. Baker

              
	 	 	
                Chief
                  Executive Officer

              


      

      


      
        	 	
                Denly
                  ACI Partners, Ltd.,

                a
                  Texas limited partnership

              
	 	 	 
	 	
                By:

              	
                Denly
                  ACI Mgt., LLC,

              
	 	 	
                a
                  Texas limited liability company

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  DENNIS C. VON WAADEN

              
	 	 	
                Dennis
                  C. von Waaden, Manager

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  SALLY A. VON WAADEN

              
	 	 	
                Sally
                  A. von Waaden, Manager

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                Dennis
                  C. von Waaden, Co-Trustee of The von Waaden 2004 Revocable Trust,
                  created
                  under agreement dated May 13, 2004

              
	 	 	 
	 	 	 
	 	 
	 	 	
                Sally
                  A. von Waaden, Co-Trustee of The von Waaden 2004 Revocable Trust,
                  created
                  under agreement dated May 13, 2004

              


      

      


        
          
            2

          

          
            
            

            
              

            

          

          
            
            

          

        

Exhibit
        A

    

     

     

     

     

     

     

     

     

     

     

     

     

    3