ex10_1.htm


    Exhibit
      10.1


     

     

    AMENDMENT
      NO. 2 TO THE

    LOAN
      AGREEMENT

    


    


    This
      AMENDMENT NO. 2 TO THE LOAN
      AGREEMENT (this “Amendment”)
      is made
      effective this December 1, 2008, amends that certain Loan Agreement (the “Loan Agreement”),
      dated October 9, 2008, as previously amended, 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 ofThe 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 Borrower 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.           
      Section 6.2(a) of the Loan Agreement 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 22, 2008.”

     

    2.           
      Defined terms not defined in this Amendment shall have the meaning set forth
      in
      the Loan Agreement.

    


    3.           
      The Borrower agrees to pay all costs and expenses and reimburse the Lenders
      for
      any and all expenditures related to this Amendment.

    


    4.           
      The Borrower acknowledges and confirms that Lenders have performed all of their
      obligations under the Loan Agreement and all other Loan Documents as of the
      execution of this Amendment, and releases, acquits and discharges Lenders from
      any and all claims and causes of actions of every kind and character arising
      out
      of, or in connection with, any of the Loan Documents or any of the transactions
      described in the same to the extent the same have arisen or accrued prior to
      the
      execution of this Amendment.

    


    5.           
      Except as amended by this Amendment, the Loan Agreement remains in full force
      and effect in accordance with its terms, and, by executing this Amendment,
      Lenders shall not be deemed to waive or release (or be obligated to waive or
      release in the future) any of the rights of Lenders under any of the Loan
      Documents.

     

     

    
      
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    6.           
      To facilitate execution, this Amendment may be executed in any number of
      counterparts as may be convenient or necessary, and it shall not be necessary
      that the signatures of all parties hereto be contained on any one counterpart
      hereof. Additionally, the parties hereto hereby agree that, for purposes of
      facilitating the execution of this Amendment, (a) the signature pages taken
      from
      separate individually executed counterparts of this Amendment may be combined
      to
      form multiple fully executed counterparts and (b) a facsimile transmission
      shall
      be deemed to be an original signature. All executed counterparts of this
      Amendment shall be deemed to be originals, but all such counterparts taken
      together or collectively, as the case may be, shall constitute one and the
      same
      agreement.

    


    REMAINDER
      OF PAGE INTENTIONALLY BLANK

    


     

     

    
 

    
      
        
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    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

              


      

       

    

     

     

     

    
 

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