Filed by sedaredgar.com - Doral Energy Corp - Exhibit 10.1






FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated 19 November 2008 between Doral
Energy Corp., a Nevada corporation (“Borrower”), and Macquarie Bank
Limited, a Bank incorporated in accordance with the laws of Australia
(“Lender”). Capitalized terms used but not defined in this Amendment have
the meaning given to them in the Credit Agreement (defined below).

Background

     A. Borrower and Lender 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 and Lender desire to
modify certain terms and conditions of the Credit Agreement.

     C. Lender is willing to amend the
Credit Agreement pursuant to the terms and conditions of this Amendment.

Agreements

     In consideration of the mutual
covenants of Borrower and Lender 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 and Lender agree as follows:

     1. Modification to Existing
Definitions. Article I of the Credit Agreement is modified as follows:

 The following new definitions are inserted as follows:

     ““Field Equipment Debt”
means any Debt, not to exceed Two Hundred Thousand Dollars ($200,000) in
aggregate, in relation to office or field equipment with the prior written
consent of Administrative Agent and Lenders, such consent not to be unreasonably
withheld or delayed following Borrower’s delivery to the Administrative Agent of
a true and complete set of the transaction documents related to the Debt
proposed to be incurred by Borrower and the collateral, if any, to be pledged to
secure that Debt.

     “Permitted Indebtedness”
  means (a) any Debt set forth in Schedule 4.12; (b) any Field
  Equipment Debt; and (c) any other Debt incurred with the prior written consent
  of Administrative Agent and Lenders.”

2. Amendments. 




(a) Section 2.3 of the Credit Agreement
is amended by deleting it in its entirety and replacing it with the
following:

   “Section 2.3
Availability and Purposes of Term Loan Advances. Beginning on the Closing
Date and continuing through the applicable Availability Termination Date, up to
Twenty-Five Million Dollars ($25,000,000) of the Term Loan (“Tranche B”) may be
used as follows:

(a) up to Three Million Two Hundred and
Sixty Three Thousand Four Hundred and Seven Dollars and Seventy One Cents
($3,263,407.71) of Tranche B (“Tranche B-1”) shall be utilized to pay a portion
of the purchase price for the Hanson Properties, for the payment of fees
incurred pursuant to this Agreement and for general corporate purposes; and

(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 (iii) for
the payment of fees incurred pursuant to this Agreement.”

(b) Section 2.6 of the Credit Agreement
is amended by adding a new subsection (e) as follows:

      “(e)
Unavailability of USD. If, in relation to any proposed Advance,
Administrative Agent determines that deposits in USD will not be readily
available to Lenders in the relevant interbank market in order to enable Lenders
to fund that Advance:

     (i)
Administrative Agent will give notice of that fact to the Borrower; and 

     (ii)
Administrative Agent will not be obliged to make the proposed Advance and any
Advance Request, which has been served by Borrower on Administrative Agent will
be deemed withdrawn.”

(c) Section 2.8 of the Credit Agreement
is amended by adding a new subsection (x) as set out below:

     “(x) If,
on or before any date on which an interest rate is to be determined on the basis
of the LIBOR Rate for an Advance, and either:

           (a)
Administrative Agent determines that, adequate and fair means do not or will not
exist for ascertaining the LIBOR Rate applicable to an Interest Period or for
whatever reason it will not be possible to 

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determine the LIBOR Rate for the
applicable Interest Period or in the applicable amounts; or

 (b) Administrative Agent
determines that the LIBOR Rate would not accurately reflect the cost of funding,
making or maintaining that Advance for the applicable Interest Period; then,

Administrative Agent shall have the
right to give notice of such event to Borrower (a “Market Disruption Notice”),
whereupon the obligations of each Lender to make the Advance available to
Borrower on the basis of the LIBOR Rate shall be suspended until such time as
Administrative Agent gives notice to the Borrower that the circumstances giving
rise to such determination as advised under the Market Disruption Notice no
longer exist. In circumstances where the Administrative Agent has issued a
Market Disruption Notice to the Borrower, any outstanding Advances 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.”

(d) Section 4.12 of the Credit
Agreement is amended by deleting it in its entirety and replacing it with the
following:

     “Section
4.12 Debt. Borrower has no Debt outstanding other than the Obligations
and the Permitted Indebtedness.”

(e) Section 7.1 of the Credit Agreement
is amended by adding a new subsection (i) as follows:

“(i) Permitted Indebtedness.”

(f) Schedule 4.12 of the Credit
Agreement is amended by deleting it in its entirety and replacing it with the
Schedule 4.12 annexed to this Amendment.

(g) For the avoidance of all doubt, the
modifications to the Credit Agreement described in subsection (c) above are not
intended to alter Borrower’s right to elect, with respect to any Advance, to
calculate the Contract Rate based on the Prime Rate rather than the LIBOR Rate
in accordance with Section 2.8 of the Credit Agreement.

     3. Consent to Certain Field
Equipment Debt. The Administrative Agent and each of the Lenders consents to
Borrower incurring Field Equipment Debt of up to $42,607.20 in connection with
the acquisition of a modular field office building to be situated on the
Properties at 11387 Lovington Highway, Artesia, New Mexico 88210. Borrower
agrees that the modular field office building described in the previous sentence
constitutes “Equipment” as that term is used in the definition of “Permitted
Encumbrances.”

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4. Conditions to Effectiveness of
This Amendment. Notwithstanding the other conditions to the making of any
Advance under Article IX of the Credit Agreement, the following additional
conditions apply to the making of any additional Advances under the Credit
Agreement:

     (a)
Borrower will execute and deliver (or cause to be executed and delivered, as
applicable) to Lender the following documents, each in form and substance
acceptable to Lender:

(i) this Amendment; and

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

5. 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.

6. Ratification of Liens and
Security Interests. Borrower hereby acknowledges and ratifies the existence
and priority of the Liens granted by Borrower in favor of Lender in and to the
Collateral and represent, warrant and covenant that such liens and security
interests are valid, existing and in full force and effect.

7. Miscellaneous. This Amendment
supersedes all prior agreements (written or oral) between Borrower and Lender
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 

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Agreement. All references to the Credit
Agreement will refer to the Credit Agreement as amended by this Amendment.
Borrower agrees that all Loan Documents to which either of them is a party
(whether as an original signatory or by assumption of the Obligations) remain in
full force and effect and continue to evidence its legal, valid and binding
obligations enforceable in accordance with their terms (as the same are affected
by this Amendment or are amended in connection with this Amendment). Borrower
releases Lender 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 or Lender or any other Person will not be deemed to have
altered or amended the Credit Agreement or affected either Borrower’s or
Lender’s right 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.

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

9. 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 and Lender to execute the same counterpart hereof so long as Borrower
and Lender each execute a counterpart hereof.

10. 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.

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

[Signatures begin on the following page]

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     IN WITNESS WHEREOF, the parties
have executed this Amendment on 19 November 2008.

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


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




     IN WITNESS WHEREOF, the parties
have executed this Amendment on 19 November 2008.

	 	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/ Robert McRobbie 
	 	 Name: 	Robert McRobbie 
	 	 Title: 	Division Director, Legal Risk
      Management 


Attachments to this First Amendment:

Schedule 4.12: Debt

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






	Schedule 4.12 
Debt 

	  	  
	Little Bay Consulting SA 	$520,000 
	 	 
	Green Show Investments Ltd. 	$300,000