Exhibit 10.2


 


AMENDMENT NO. 1

TO CREDIT AGREEMENT


 


THIS AMENDMENT
NO. 1 TO CREDIT AGREEMENT, dated as of March 12, 2007 (this “Amendment”),
is made by and among Bowie Resources, LLC, a Delaware limited liability company
(“Bowie”); Colorado Holding Company, Inc., a Delaware corporation (“CHC”);
Bowie Resources Management Partner, LLC, a Nevada limited liability company (“BRMP”);
and General Electric Capital Corporation, as agent for the lenders party to the
Credit Agreement described below (the “Agent”) and as a Lender under the
Credit Agreement.  Capitalized terms used
in this Amendment and not otherwise defined have the meanings set forth in the Credit
Agreement, as amended hereby.


 


 W I T N E S S E T H: 


 


WHEREAS, Bowie, CHC, BRMP, the Lenders and the Agent are parties to that
certain Credit Agreement, dated as of December 20, 2006 (as the
same may hereafter be amended, modified or supplemented from time to time, the “Credit
Agreement”); and


 


WHEREAS,
Bowie, the Lenders and the Agent wish to amend certain provisions of the Credit
Agreement in certain respects;


 


NOW,
THEREFORE, in consideration of the agreements herein contained, the parties
hereto hereby agree as follows:


 


ARTICLE
1.


 


AMENDMENT


 


Section 5.20
of the Credit Agreement shall be amended in its entirety to read as follows:


 


5.20        BLM
Lease Title Opinion.  No later than May 15,
2007, Borrower shall have provided, or caused to be provided to Agent, a title
report, in form and substance reasonably satisfactory to the Agent, covering
the BLM Lease with assigned serial number D-036955.


 


ARTICLE
2.


 


EFFECTIVENESS


 


This Amendment
shall become effective on the date (the “Effective Date”)
when the Agent shall have received counterparts of this Amendment, duly
executed and delivered on behalf of Bowie, CHC, BRMP and the Requisite Lenders.


 

















 


ARTICLE 3.


 


ACKNOWLEDGMENT; COVENANTS; REPRESENTATIONS


 


3.1           Acknowledgment and Reaffirmation.  Each
of Bowie, CHC and BRMP hereby reaffirms, as of the Effective Date, the
covenants and agreements contained in each Loan Document to which it is a
party, including, in each case, as such covenants and agreements may be
modified by this Amendment and the transactions contemplated thereby.  As herein amended, the Credit Agreement (as
so amended, the “Amended Credit Agreement”) and each of the other Loan
Documents shall remain in full force and effect and is hereby ratified and
confirmed in all respects.  After the
Effective Date, all references in the Credit Agreement to “Agreement” or
similar terms shall refer to the Amended Credit Agreement.


 


3.2           Representations and Warranties, Etc.  Each
of Bowie, CHC and BRMP represents and warrants to each other party hereto that:


 


3.2.1        each
of the representations and warranties of Bowie, CHC and BRMP, as applicable,
set forth in the Credit Agreement and the other Loan Documents is true and
correct in all respects as of the date of the execution and delivery of this
Amendment by Bowie, CHC and BRMP (unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all respects as of such date), with the same effect as if made on
such date;


 


3.2.2        the
execution and delivery by Bowie, CHC and BRMP of this Amendment and the
performance by Bowie, CHC and BRMP of their respective obligations under the
Amended Credit Agreement, (i) are within the powers of Bowie, CHC and BRMP,
as applicable, (ii) have been duly authorized by all necessary action on
the part of Bowie, CHC and BRMP, as applicable, (iii) have received all
necessary governmental approval and (iv) do not and will not contravene or
conflict with (A) any provision of law or the certificate of incorporation
or by-laws or operating agreement or other organizational documents of Bowie,
CHC or BRMP, as applicable, or (B) any agreement, judgment, injunction,
order, decree or other instrument binding upon Bowie, CHC or BRMP or any of
their respective Subsidiaries; and


 


3.2.3        both
this Amendment and the other Loan Documents are the legal, valid and binding
obligations of Bowie, CHC and BRMP enforceable against Bowie, CHC and BRMP in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application
affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.


 


3.3           Course of Dealing, Etc. 
Bowie, CHC and BRMP hereby acknowledge and agree that the acceptance by
each Lender and the Agent of this document shall not be construed in any manner
to establish any course of dealing on any Lender’s or the Agent’s part,
including the providing of any notice or the requesting of any acknowledgment
not otherwise expressly provided for in any Loan Document with respect to any
future consent, amendment, waiver, supplement or other modification to any Loan
Document or any arrangement contemplated by any Loan Document.


 


2

















 


ARTICLE
4.


 


MISCELLANEOUS


 


4.1           Loan Document Pursuant to Credit Agreement.  This
Amendment is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement.


 


4.2           Counterparts.  This
Amendment may be executed by the parties hereto in several counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


4.3           Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.


 


4.4           Lenders.  The Agent acknowledges and
agrees that its execution of this Agreement as Agent and as a Lender
constitutes the approval and consent of the Agent and the Requisite Lenders
(each as defined in the Credit Agreement) to the transactions herein described.


 


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IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to
be executed by their respective duly authorized representatives as of the day
and year first above written.


 


	
   

  	
  BOWIE RESOURCES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Dyer

  
	
   

  	
  Name:

  	
  Scott Dyer

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COLORADO HOLDING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Addington

  
	
   

  	
  Name:

  	
  Stephen Addington

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BOWIE RESOURCES MANAGEMENT

  
	
   

  	
  PARTNER, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith H. Sieber

  
	
   

  	
  Name:

  	
  Keith H. Sieber

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew A. Toth, III

  
	
   

  	
  Name:

  	
  Matthew A. Toth, III

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


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