Filed by sedaredgar.com - Doral Energy Corp - Exhibit 10.2






SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated 9 January 2009 between Doral
Energy Corp., a Nevada corporation (“Borrower”), and Macquarie Bank
Limited, a Bank incorporated in accordance with the laws of Australia
(“Administrative Agent”) and the Lenders party to the Credit Agreement
(defined below). Capitalized terms used but not defined in this Amendment have
the meaning given to them in the Credit Agreement (defined below).

Background

     A. Borrower, Administrative Agent
and the Lenders have previously entered into a Senior First Lien Secured Credit
Agreement dated 29 July 2008 (as amended, restated, modified or otherwise
supplemented from time to time, the “Credit Agreement”) for the purpose
of making available to Borrower a senior, secured term loan on a non-revolving
basis.

     B. Borrower, Administrative Agent
and the Lenders desire to modify certain terms and conditions of the Credit
Agreement.

     C. Administrative Agent and the
Lenders are willing to amend the Credit Agreement pursuant to the terms and
conditions of this Amendment.

Agreements

     In consideration of the mutual
covenants of Borrower, Administrative Agent and the Lenders set forth in this
Amendment and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged by each of the parties, Borrower, Administrative Agent
and the Lenders agree as follows:

1. Amendments to Credit Agreement.

     (a) Maturity Date.
Section 1.1 of the Credit Agreement is amended by deleting the definition
of “Maturity Date” in its entirety and replacing it with the following:

     “Maturity Date” means July
  30, 2011; provided, however, if Borrower fails to submit to
  Administrative Agent a Development Plan acceptable to Administrative Agent, in
  Administrative Agent’s sole discretion, by January 16, 2009, then “Maturity
  Date” shall mean July 30, 2009.

     (b) Permitted Uses of Tranche
B-2 Advances. Section 2.3(b) of the Credit Agreement is deleted in
its entirety and replaced with the following:




(b) up to Twenty-One Million Seven
Hundred and Thirty Six Thousand Five Hundred and Ninety Two Dollars and Twenty
Nine Cents ($21,736,592.29) of Tranche B (“Tranche B-2”) may be used, in
Lenders’ sole discretion, (i) to satisfy a Borrowing Base Deficiency,
(ii) for the development of the Properties pursuant to the Development
Plan or as otherwise approved in writing by Lender, or (iii) for the
payment of fees incurred pursuant to this Agreement.”

(c) Market Disruption. The last
sentence (and only the last sentence) of Section 2.8( x)(b) is deleted
and replaced with the following:

In circumstances where the
Administrative Agent has issued a Market Disruption Notice to the Borrower, any
LIBOR Loan affected by such Market Disruption Notice shall bear interest at such
rate as the Administrative Agent shall advise Borrower compensates Lenders for
the cost of funding (from any source which Administrative Agent may reasonably
select) plus the Applicable Margin, or the Default Rate, if applicable, as set
forth in Section 2.8(a) above.

     2. Approval of Certain
Development Activities. Section 2.1(b) of the Credit Agreement
requires Borrower to prepare and submit to Administrative Agent, by 16 January
2009, an initial Development Plan acceptable to Administrative Agent. As of the
date of this Amendment, Borrower has not yet submitted an initial Development
Plan acceptable to Administrative Agent. Borrower has, however, requested that
Administrative Agent and the Lenders approve the development activities
described on Annex 1 to this Amendment (the “Interim Development
Activities”). Administrative Agent and the Lenders approve the Interim
Development Activities, but Borrower acknowledges that the approval of the
Interim Development Activities does not constitute the approval of
an initial Development Plan as required by Section 2.1(b).

     3. Conditions to Effectiveness
of this Amendment. Notwithstanding the other conditions to the making of any
Advance under Article IX of the Credit Agreement, prior to the making of
any additional Advances under the Credit Agreement, Borrower will have executed
and delivered (or cause to be executed and delivered, as applicable) to
Administrative Agent the following documents, each in form and substance
acceptable to Administrative Agent:

(a) this Amendment; and

(b) any other document necessary or
convenient in the opinion of Administrative Agent or its counsel to give effect
to the modifications to the Credit Agreement contemplated by this Amendment.

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     4. Reaffirmation of
Representations and Warranties; Etc. Borrower, to induce Lender to enter
into this Amendment, hereby reaffirms, as of the date hereof (except to the
extent the previous representations and warranties speak as to a certain date),
its representations and warranties contained in Article IV of the Credit
Agreement and in all other documents executed pursuant thereto, and additionally
represents and warrants as follows:

(a) The execution and delivery of this
Amendment and the performance by Borrower of its obligations under this
Amendment is within Borrower’s power, have been duly authorized by all necessary
company action, have received all necessary governmental approval (if any shall
be required), and do not and will not contravene or conflict with (i) any
provision of law, (ii) any of the Borrower’s respective Charter
Documents, or (iii) any agreement binding upon Borrower or any of its
Properties.

(b) This Amendment represents the
legal, valid and binding obligations of Borrower enforceable against it in
accordance with its terms subject as to enforcement only to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally.

     5. Ratification of Liens and
Security Interests. Borrower hereby (a) acknowledges and ratifies the
existence and priority of the Liens granted by Borrower in favor of
Administrative Agent for the benefit of the Lenders in and to the Collateral and
(b) represents, warrants and covenants that such liens and security interests
are valid, existing and in full force and effect.

     6. Miscellaneous. This
Amendment supersedes all prior agreements (written or oral) between Borrower,
Administrative Agent and Lenders with regard to the subject matters hereof. This
Amendment is a Loan Document. Except as affected by this Amendment, the Loan
Documents are unchanged and continue in full force and effect. However, in the
event of any inconsistency between the terms of the Credit Agreement as amended
by this Agreement and any other Loan Document, the terms of the Credit Agreement
will control and the other document will be deemed to be amended to conform to
the terms of the Credit Agreement. All references to the Credit Agreement will
refer to the Credit Agreement as amended by this Amendment. Borrower releases
Administrative Agent and each of the Lenders from any liability for actions or
failures to act in connection with the Loan Documents prior to the date of this
Amendment. Any course of dealing among Borrower, Administrative Agent, any
Lender or any other Person will not be deemed to have altered or amended the
Credit Agreement or affected the rights of Borrower, Administrative Agent and
each Lender to enforce the Credit Agreement as written. This Amendment will be
binding upon and inure to the benefit of each of the undersigned and their
respective successors and permitted assigns.

     7. Form. Each agreement,
document, instrument or other writing to be furnished to Administrative Agent or
any Lender under any provision of this instrument must be in form and substance
satisfactory to Administrative Agent or such Lender and its counsel.

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     8. Multiple Counterparts.
This Amendment may be executed in more than one counterpart, each of which shall
be deemed an original, and all of which constitute, collectively, one
instrument; but, in making proof of this instrument, it shall not be necessary
to produce or account for more than one such counterpart. It shall not be
necessary for Borrower, Administrative Agent and each Lender to execute the same
counterpart hereof so long as each of them executes a counterpart of this
Amendment.

     9. Governing Law. This
Amendment and all transactions provided for in this Amendment will be governed
by, interpreted and construed under and enforced pursuant to the laws of the
State of Texas, without regard to its conflicts of laws provisions.

     10. Final Agreement. THE
LOAN DOCUMENTS, AS AMENDED BY OR IN CONNECTION WITH THIS AMENDMENT, REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO ORAL AGREEMENTS AMONG THE PARTIES.

[Signatures begin on the following page]

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     IN WITNESS WHEREOF, the parties
have executed this Amendment on 9 January 2009.

	 	BORROWER: 
	 	Doral Energy
      Corp., 
	 	a Nevada corporation
  
	 	  	  
	 	By: 	/s/ Paul Kirkitelos 
	 	Name: 	Paul Kirkitelos 
	 	Title: 	Chairman 


This is a signature page to the Second Amendment to Credit
Agreement




     IN WITNESS WHEREOF, the parties
have executed this Amendment on 9 January 2009.

	 	ADMINISTRATIVE AGENT
      and a LENDER: 
	 	Macquarie Bank
      Limited, 
	 	a Bank incorporated in
      accordance with 
	 	the laws of Australia
    
	 	  	  
	 	By: 	/s/ Katie Choi 
	 	Name: 	Katie Choi 
	 	Title: 	Division Director, Macquarie Bank
      Limited 
	 	  	  
	 	By: 	/s/ Margot Branson 
	 	Name: 	Margot Branson 
	 	Title: 	Associate Director, Legal Risk
      Management 


Attachments

Annex 1 – Interim Development Activities

This is a signature page to the Second Amendment to Credit
Agreement