Cardero Resource Corp.: Exhibit 4.9 - Filed by newsfilecorp.com






SECOND AMENDING AGREEMENT 

THIS SECOND AMENDING AGREEMENT made as of January 14, 2013 

BETWEEN: 

ALAN A. JOHNSON, a Professional Geologist and
businessperson with an address at 
538 Hawkside Mews N.W. Calgary, Alberta
T3G 3R9;

(hereinafter called the "Optionor") 

OF THE FIRST PART 

AND: 

CARDERO COAL LTD., a company duly incorporated pursuant
to the laws of British 
Columbia and having its principal office at 1812-1177
West Hastings Street, Vancouver, B.C., 
Canada V6E 2K3

(hereinafter called the
"Optionee") 

OF THE SECOND PART 

WHEREAS: 

A. On June 14, 2012 certain coal license tenures in British
Columbia described as Tenure Numbers 418174 (as amended August 21, 2012), 418175
(as amended September 11, 2012), 418176 and 418177 (collectively, the “Coal
License Tenures”) were issued to the Optionor as the legal and beneficial
holder thereof; 

B. On May 18, 2010, the Optionor and the Optionee, previously
known as “Coalhunter Mining Corporation”, entered into an agreement pursuant to
which the Optionor granted the Optionee the right to acquire the Coal License
Tenures in exchange for certain payments and other obligations (the “Coal
Tenure Option Agreement”); 

C. On April 14, 2011, the Parties entered into an agreement
amending Section 4.6 of the Coal Tenure Option Agreement (the “Amending
Agreement”, the Coal Tenure Option Agreement and the Amending Agreement
collectively referred to as the “Agreement”);

D. On January 11, 2013, with the consent of the Optionee, the
Optionor transferred the Coal License Tenures, the Property Rights and the
Business Assets (each as defined herein) to Johnson Creek Coal Ltd.; and

E. The Parties wish to amend certain aspects of the Agreement
pursuant to the terms set forth in this Second Amending Agreement;




     NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the mutual promises
and agreements contained herein, the Parties hereby agree as follows: 

1.0
INTERPRETATION 

1.0 Unless otherwise defined herein, capitalized terms used in
this Second Amending Agreement, shall have the meanings ascribed to such terms
in the Agreement. 

2.0 AMENDED
TERMS 

2.0 The Agreement is hereby amended as follows: 

2.1 The definition of “Acquisition Deadline” in Section
1.1(a) of the Agreement is deleted and replaced with the following: 

“(a) “Acquisition Deadline” is
October 14, 2012 unless extended pursuant to the terms of Section 4.9;” 

2.2 The definition of “Coal License Tenures” in Section
1.1(k) of the Agreement is deleted and replaced with the following: 

“(k) “Coal License Tenures”
means the coal license tenures in British Columbia described as Tenure Numbers
418174 (as amended August 21, 2012), 418175 (as amended September 11, 2012),
418176 and 418177 (collectively, the “Coal License Tenures”);”

2.3 The definition of “Exercise Date” in Section 1.1(n)
of the Agreement is deleted and replaced with the following: 

“(n) “Exercise Date” shall have
the meaning set forth in Section 4.4;” 

2.4 The definition of “Property Rights” in Section
1.1(cc) of the Agreement is deleted and replaced with the following: 

“(cc) “Property Rights” means
any licenses, permits, easements, rights-of-way, surface or water rights and
other rights or approvals related to the Coal License Tenures necessary or
desirable for the development of the Coal License Tenures or for the purpose of
placing the Coal License Tenures into production or continuing production
therefrom, obtained by the Optionor or by Newco prior to or during the term of
this Agreement;” 

2.5 The following definition of “Newco” is inserted as
Section 1.1(kk) of the Agreement: 

“(kk) “Newco” means Johnson
Creek Coal Limited, a corporation incorporated under the laws of the Province of
Alberta, all of the shares of which are owned by the Optionor;” 

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2.6 The following definition of “Newco Shares” is
inserted as Section 1.1(ll) of the Agreement: 

“(ll) “Newco Shares” shall have
the meaning ascribed thereto in Section 5.4; and” 

2.7 The following definition of “Interim Deposit” is
inserted as Section 1.1(mm) of the Agreement: 

“(mm) “Interim Deposit” shall
have the meaning ascribed thereto in Section 4.9. ” 

2.8 The following definition of “Business Assets” is
inserted as Section 1.1(nn) of the Agreement: 

“All business assets related to the
Coal License Tenures and the Property Rights, including reports respecting the
research, development and acquisition of the Coal License Tenures and exclusive
interpretation and assessment of available geological, geographical and mining
data of Northeastern British Columbia coal resources located within a 25
kilometre radius of the southeast corner of District Lot 328 in the Peace River
Land District of British Columbia, Canada.” 

2.9 Sections 2.1(a), (b), (c), (d) and (e) of the Agreement are
deleted and replaced with the following: 

“(a) while he held them, the Optionor
was legally entitled to acquire, hold, and option the Coal License Tenures, the
Property Rights and the Business Assets and Newco is legally entitled to
acquire, hold, and option coal tenures in British Columbia, and is legally
entitled to hold the Coal License Tenures, the Property Rights and the Business
Assets, and will remain so entitled until such time as (i) the Optionee has
exercised the Option in accordance with the terms of this Agreement or (ii) this
Option has terminated, whichever is earlier; 

(b) the Optionor did not have any
obligation to obtain any authorization, consent or approval from any third party
(other than any authorization required under the Coal Act (British
Columbia) and the Coal Act Regulation (British Columbia)) in order to transfer
the Coal License Tenures, the Property Rights or the Business Assets to Newco
and the Optionor and Newco do not have any obligation to obtain any
authorization, consent or approval from any third party (other than any
authorization required under the Coal Act (British Columbia) and the Coal Act
Regulation (British Columbia)) in order to enter into this Agreement and to
perform his/its obligations and covenants hereunder;

(c) at the time of the issuance of the
Coal License Tenures by the Ministry to the Optionor, and at the time of the
transfer of the Coal License Tenures, the Property Rights and the Business
Assets by the Optionor to Newco, and at the time of the legal transfer of the
Newco Shares to the Optionee in accordance with Section 5.5, either the Optionor
or Newco, as applicable, will be the legal and beneficial owner of the Coal
License Tenures, Property Rights and the Business Assets, free and clear of all
liens, charges and claims of others, and no taxes, royalties or lease payments
or like amounts are, or will be, due in respect of any of the Coal License
Tenures, the Property Rights or the Business Assets except
for any claims on the Coal License Tenures or Property Rights relating to entry
on and work carried out on the Coal License Tenures by the Optionee and subject
to any subsisting restrictions, exceptions and reservations, including
royalties, in favour of the Crown with respect to the Coal License Tenures and
the Property Rights; 

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(d) to the best of the knowledge and
belief of each of the Optionor and of Newco, the Coal License Tenures have been
duly and validly issued, amended and recorded pursuant to the Coal Act of
British Columbia, and will be in good standing with the Ministry on the Exercise
Date and the date that the Newco Shares are transferred to the Optionee; 

(e) there are no outstanding agreements
or options to acquire, purchase, transfer, lease, or use all or part of the Coal
License Tenures, and no person other than the Crown has any royalty or other
interest whatsoever in production from any of the Coal License Tenures;” 

2.10 Sections 2.1(g), (h) and (i) of the Agreement are deleted
and replaced with the following: 

“(g) neither the Optionor nor Newco has
entered into any agreement or option, contingent or absolute, with any party
other than that Optionee for the purchase, transfer, lease or use of all or part
of the Coal License Tenures, the Property Rights or the Business Assets; 

(h) on the Exercise Date, the Optionor
will transfer to the Optionee good, valid and marketable title in and to the
Newco Shares at which time Newco will hold the Coal License Tenures, the
Property Rights and the Business Assets free and clear of all encumbrances other
than any encumbrances related to the Optionee’s entry on or carrying out work on
the Coal License Tenures and subject to any subsisting restrictions, exceptions
and reservations, including royalties, in favour of the Crown with respect to
the Coal License Tenures and the Property Rights; and 

(i) the Optionor shall assume sole
responsibility and liability for any obligations outstanding up to the Issue
Date with respect to the Coal License Tenures except for such obligations as are
imposed upon the Optionee pursuant to the provisions of Article 8 of this
Agreement.” 

2.11 The first paragraph of Section 4.1 is deleted and replaced
with the following: 

“100% Option. The Optionor
grants to the Optionee the sole and exclusive right and option, subject to the
terms of this Agreement, to earn a 100% undivided interest in the Coal License
Tenures, the Property Rights and the Business Assets, free and clear of all
charges and encumbrances, other than any encumbrances related to the Optionee’s
entry on or carrying out work on the Coal License Tenures and subject to any
subsisting restrictions, exceptions and reservations, including royalties, in
favour of the Crown with respect to the Coal License Tenures and the Property
Rights, by making the following payments to the Optionor:” 

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2.12 Section 4.1(c) is deleted and replaced with the following:


“(c) paying to the Optionor (or the
Optionor’s lawyers in escrow) $5,000,000 (the “Second Option Payment”) on
or before the expiration of the Renewed Acquisition Deadline. If the Optionee
pays the Optionor (or the Optionor’s lawyers in escrow) the Interim Deposit (as
defined in Section 4.9 below) on or before January 14, 2013, then the Second
Option Payment will be reduced to $4,000,000 and must be paid on or before the
expiration of the Renewed Acquisition Deadline (as it may be extended from time
to time pursuant to the terms of this Agreement) or the Option will terminate.
In the event that the Optionee exercises the Option pursuant to Section 4.4
hereof, the Interim Deposit automatically shall be deemed to be part of the
proceeds in respect of the sale by the Optionor to the Optionee of the Newco
Shares.” 

2.13 Section 4.4 of the Agreement is deleted and replaced with
the following: 

“4.4 Exercise and Transfer of
Interest. If and when the Optionee exercises the Option by written notice
and payment of the Second Option Payment to the Optionor (or the Optionor’s
lawyers in escrow) (the “Exercise Date”), the Optionor shall have two
Business Days to transfer to the Optionee the Newco Shares free and clear of all
charges, claims and encumbrances.” 

2.14 Section 4.6 of the Agreement is deleted and replaced with
the following: 

“4.6 Share Issuance. On the
Exercise Date, concurrent with the payment of the Second Option Payment, the
Optionee shall cause Cardero Resource Corp. to issue and deliver 400,000 common
shares of Cardero Resource Corp. registered in the name of Optionor to the
Optionor (or the Optionor’s lawyers in escrow) (the “Payment Shares”).”


2.15 Section 4.9 of the Agreement is deleted and replaced with
the following: 

“4.9 Extension of Acquisition
Deadline and Renewed Acquisition Deadline. The Acquisition Deadline was
extended by the Optionee to January 14, 2013 (the “Renewed Acquisition
Deadline”) by giving written notice to the Optionor and paying the Optionor
$20,000 for each month that the Acquisition Deadline was extended. The Optionee
may further extend the Renewed Acquisition Deadline by the payment to the
Optionor (or the Optionor’s lawyers in escrow) of a non-refundable cash deposit
on the purchase of the Newco Shares of $1,000,000 on or before January 14, 2013
(the “Interim Deposit”) provided that the Optionee also pays the Optionor
$20,000 per month (the “Extension Fee”) for each month that the Renewed
Acquisition Deadline is to be extended in advance on or before the
14th day of the month prior to the period that is to be extended, and
further provided that the Renewed Acquisition Deadline will not extend beyond
April 14, 2013. For clarity, in order to extend the Renewed Acquisition Deadline
to February 14, 2013, the Optionee must pay the Optionor (or the Optionor’s
lawyers in escrow) the Interim Deposit and the Extension Fee for the
extension to February 14, 2013 on or before January 14, 2013.”

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2.16 Section 4.11 of the Agreement is hereby amended by
deleting the words “Section 4.7” in the first line and replacing them with the
words “Section 4.10” . 

2.17 The heading of Part 5 of the Agreement is deleted and
replaced with the following: 

PART 5 

ASSIGNMENT OF OPTION / TRANSFER OF COAL LICENSE TENURES


2.18 Section 5.2 of the Agreement is hereby amended by deleting
the second full sentence of the Section 5.2 and replacing it with the following:


“With respect to any assignment under
this Part 5, the assignment will be absolute and the Assignee will assume full
responsibility for, and the Optionee will have no further obligations under,
this Agreement.” 

2.19 The Agreement is hereby amended by adding the following
Sections 5.3 through 5.5: 

“5.3 Optionor’s Right to Transfer
Coal License Tenures. Notwithstanding the release set out in the Waiver and
Release dated January 11, 2013 from the Optionee to the Optionor, the Optionor
represents and warrants to the Optionee that the Optionor transferred a 100%
undivided right, title and interest in the Coal License Tenures, the Property
Rights and the Business Assets to Newco free and clear of all encumbrances other
than any encumbrances related to the Optionee’s entry on or carrying out work on
the Coal License Tenures and subject to any rights held by the Crown with
respect to the Coal License Tenures and the Property Rights. For clarity,
notwithstanding any provisions to the contrary in this Agreement, either the
Optionor or Newco, as the case may be, will be the legal and beneficial owner of
the Coal License Tenures, the Property Rights and the Business Assets at all
relevant times during the term of this Agreement. 

5.4 Deemed Amendment. Effective
at the time of transfer by the Optionor of all of his right, title and interest
in the Coal License Tenures, the Property Rights and the Business Assets to
Newco referred to in Section 5.3 above, Section 1.1(w) of the Agreement is
deemed to be deleted in its entirety and replaced with the following: 

“(w) “Option” means the
exclusive right herein granted by the Optionor to the Optionee in consideration
for the payment and undertakings provided for in this Agreement to permit the
Optionee to acquire all of the issued and outstanding shares of Newco (the
“Newco Shares”);”

5.5 Option to Purchase Newco
Shares. Effective at the time of transfer by the Optionor of all of his
right, title and interest in the Coal License Tenures, the Property Rights and
the Business Assets to Newco referred to in Section 5.3 above, the references to
the “Coal License Tenures”, “Property Rights” and “Business Assets” in Sections
4.1, 4.5, 4.7 and 7.1 shall be replaced with references to the Newco
Shares, mutatis mutandis, and all necessary corresponding changes will be made
to give effect to the Option as defined above.”

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2.20 On or before executing this Second Amending Agreement, the
Optionor will provide the Optionee with copies of the following documents for
review, provided, however, that the Optionor shall have no obligation to amend
or alter such documents: 

(a) copies of Newco’s Certificate of
Incorporation, Articles and By-Laws; 

(b) the asset transfer agreement
between Optionor and Newco regarding the transfer of all of his right, title and
interest in the Coal License Tenures and the Property Rights to Newco, with
customary representations and warranties given by the Optionor to Newco; 

(c) director’s resolution of Newco
approving the asset transfer agreement and the issuance of the Newco Shares to
the Optionor as the sole consideration for all of the Optionor’s right, title
and interest in the Coal License Tenures and the Property Rights; 

(d) share certificate(s) representing
the Newco Shares registered in the Optionor’s name as sole consideration for the
transfer of the Coal License Tenures and the Property Rights; 

(e) Shareholder’s register of Newco
showing the share issuance to the Optionor; 

(f) copies of title searches on the
Coal License Tenures on January 10, 2013, confirming clear title and no
encumbrances at the time of closing of the transfer except for any governmental
encumbrances or encumbrances related to the entry on or work carried out in
connection with the Coal License Tenures by the Optionee, its affiliates or
contractors and their respective directors, officers and employees; 

(g) Form T2057 Election under Section
85 of the Income Tax Act (Canada);

(h) conveyance documents executed by
the Optionor in favour of Newco for the transfer of the Coal License Tenures and
Property Rights and all required filings and registrations with payment of all
transfer fees by the Optionor, including a copy of the letter to be submitted by
Newco and/or the Optionor with copy of the signed transfer agreement between the
Optionor and Newco to the Chief Gold Commissioner along with all fees for
registration and transfer of the Coal License Tenures; and

(i) legal opinion given by the
Optionor’s lawyers that no third party consents or authorizations are necessary
for the transfer of the Coal License Tenures, Property Rights and the Business
Assets (other than any authorization required under the Coal Act (British
Columbia) and the Coal Act Regulation (British Columbia)) from the Optionor to
Newco, and no taxes or other payments (other than registration fees to the Chief
Gold Commissioner) are payable in respect of
the transfer of the Coal License Tenures from the Optionor to Newco. 

7  




2.21 On or before February 1, 2013, the Optionor will provide
the Optionee with evidence of the transfer of title the Coal License Tenures to
Newco from Mineral Titles BC, Mines and Mineral Resources Division or such other
appropriate division of the Ministry of Energy, Mines and Natural Gas. The
Optionor will cooperate with the Optionee in correcting Tenure Number 418174 and
Tenure Number 418175 of the Coal License Tenures to show the correct unit
numbers of such tenures, as amended August 21, 2012 and September 11, 2012,
respectively, and the Optionor will forthwith on receipt sign any replacement,
corrected, amended or other documents, if and when provided by Mineral Titles
BC, Mines and Mineral Resources Division or such other appropriate division of
the Ministry of Energy, Mines and Natural Gas, and will take such steps, if any,
as are required to transfer legal and beneficial ownership thereof to Newco as
contemplated by this Second Amending Agreement.

2.22 Section 7.1(c) of the Agreement is hereby deleted and
replaced with the following: 

“(c) the Optionor (or the Optionor’s
lawyers in escrow) has received from the Optionee the following: 

(i) the Cash Deposit referred to in
Section 4.1(a) and 4.1(b); 

(ii) the Second Option Payment
referred to in Section 4.1(c);

(iii) the Payment Shares referred to
in Section 4.6; 

(iv) the Interim Deposit referred to
in Section 4.9; and 

(v) any applicable Extension Fees
referred to in Section 4.9. ” 

2.23 The Agreement is hereby amended by deleting Part 8 and
replacing it with the following: 

“PART 8 

OBLIGATIONS OF OPTIONEE DURING OPTION PERIOD 

“8.1 During the term of the Agreement
and the Option Period, the Optionee will maintain in good standing the Coal
License Tenures by the payment of fees, taxes and rentals and the performance of
all other actions which may be necessary in that regard and in order to keep the
Coal License Tenures related thereto free and clear of all liens and other
charges. 

8.3 The Optionee shall ensure that
customary and usual practices and procedures are adopted and employed for any
work that the Optionee, its affiliates or contractors do on the Coal License
Tenures and shall record such data. The Optionee shall maintain accurate records
and the Optionor shall be permitted the right to examine, at all reasonable
times, such records. 

8  




8.4 For the duration of the Agreement,
the Optionee, its employees, agents and independent contractors, will have the
right and option to: 

(a) enter upon the Coal License
Tenures; and 

(b) do such prospecting, exploration,
development or other mining work thereon and thereunder as the Optionee in its
sole discretion may consider advisable. 

8.5 For the duration of the Agreement
and the Option Period, the Optionee covenants that it will: 

(a) keep the Coal License Tenures free
and clear of all liens, charges and encumbrances arising from its entry on and
any work carried out on or with respect to the Coal License Tenures and keep the
Coal License Tenures in good standing by the doing and filing of all necessary
work and by the doing of all other acts and things and making all other payments
which may be necessary in that regard; 

(b) permit the Optionor, or his/its
representatives, agents, or invitees duly authorized in writing, at their own
risk and expense, access to the Property at all reasonable times and to all
records prepared by the Optionee, its affiliates or its contractors in
connection with work carried out on or with respect to the Coal License Tenures;


(c) conduct all work on or with
respect to the Coal License Tenures in a careful and miner-like manner and in
compliance with all applicable federal, provincial, and local laws, rules,
orders and regulations, and indemnify and hold the Optionor and his successors
and assigns, including Newco, harmless from any and all claims, suits or actions
made or brought against it in connection with the entry on or work carried out
on or in connection with the Coal License Tenures by the Optionee, its
affiliates or contractors and their respective directors, officers and
employees; 

(d) obtain and maintain, or cause any
contractor engaged hereunder to obtain and maintain, during any period in which
active work is carried out hereunder, adequate insurance, and name the Optionor
and Newco, as an additional insured on such policy of insurance;

(e) be responsible for satisfying all
bonding requirements for work to be carried out on or with respect to the Coal
License Tenures and assume liability for all environmental damage and
reclamation work required as a result of entry on or work carried out on or with
respect to the Coal License Tenures by the Optionee, its affiliates or
contractors and their respective directors, officers and employees; and 

(f) on or before February 28, 2013, on
the Optionor’s behalf, pay the rent and properly file with the Chief Gold
Commissioner of British Columbia the appropriate report on work carried out on the Coal
License Tenures by or for the Optionee or its affiliates as may be necessary to
extend and maintain the Coal License Tenures in good standing until at least
June 14, 2014. 

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8.6 If the Option is terminated, the
Optionee covenants that it shall: 

(a) if the date of termination is
before February 28, 2013, on the Optionor’s behalf, pay the rent and properly
file with the Chief Gold Commissioner of British Columbia the appropriate report
on work carried out on the Coal License Tenures by or for the Optionee or its
affiliates as may be necessary to extend and maintain the Coal License Tenures
in good standing until at least June 14, 2014;

(b) comply with all applicable laws
and regulations regarding reclamation for activities carried out on the Coal
License Tenures by the Optionee, its affiliates or its contractors, its
affiliates or contractors and their respective directors, officers and employees
and indemnify and hold the Optionor and his successors and assigns, including
Newco, harmless from any and all reclamation claims, suits or actions made or
brought against it as a result of the entry on or work carried out on or with
respect to the Coal License Tenures by the Optionee, its affiliates or
contractors and their respective directors, officers and employees; 

(c) ensure that, as soon as
practicable and in any event within 20 Business Days following termination of
the Option, none of the Coal License Tenures are subject to any encumbrances
arising by, through or under the Optionee, its affiliates or contractors and
their respective directors, officers and employees; 

(d) on or before June 14, 2013,
provide the Optionor with any and all data, including all results, regarding the
Coal License Tenures that the Optionee, its affiliates or contractors and their
respective directors, officers and employees may have developed from entry on or
carrying out work on or with respect to the Coal License Tenures; 

(e) on or before June 14, 2013,
provide the Optionor with copies of geological, environmental, engineering and
similar data such as studies and reports prepared or acquired by the Optionee,
its affiliates and its contractors concerning the Coal License Tenures;

(f) on or before June 14, 2013,
provide the Optionor with the records of the Optionee, its affiliates and its
contractors concerning work costs, environmental remediation, and all other
information regarding the entry on or work carried out in connection with the
Coal License Tenures which is necessary to maintain the Coal License Tenures in
good standing; and 

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(g) on or before June 14, 2013,
provide the Optionor with the documentation in the format required for the
application for the extension of licenses by Sections 8 and 13 of the Coal
Act (British Columbia) and Sections 3 and 4 of the Coal Act
Regulation (British Columbia) of all work that was carried out on the Coal
License Tenures by or for the Optionee or its affiliates.

8.7 The Optionor and Newco will
cooperate with the Optionee with regard to any filings the Optionee is to make
with respect to the Coal License Tenures pursuant to the terms of this Part 8.”


2.24 The Agreement is hereby amended by adding the following
Section 11.12: 

“11.12 Subject to the terms and conditions of this Agreement,
the Optionor and the Optionee will use all reasonable efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under the applicable federal, provincial, and local laws,
rules, orders and regulations, to carry out all of their respective obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement, and from time to time, without further consideration, each Party
will, at its own expense, execute and deliver such documents to any other Party
as such Party may reasonably request in order to consummate the transactions
contemplated by this Agreement. Each of the Parties agrees to take all such
actions as are within its power to control, and to use reasonable commercial
efforts to cause other actions to be taken which are not within its power to
control, so as to ensure compliance with each of the conditions and covenants
set forth in this Agreement which are for the benefit of any other Party.” 

3.0
MISCELLANEOUS 

3.0 Miscellaneous 

3.1 If the Optionee exercises the Option to purchase the Newco
Shares in accordance with the terms of this Second Amending Agreement and the
Agreement as hereby amended, the Parties will prepare and execute a share
transfer agreement including customary representations and warranties given by
the Optionor concerning Newco and the Newco Shares to the Optionee as well as
other provisions as agreed by the Parties, including without limitation that no
other person holds any shares, debts or other interests in Newco, that Newco has
no debts or liabilities, that Newco is the legal and beneficial owner of a 100%
undivided right, title and interest in and to the Coal License Tenures, the
Property Rights and the Business Assets, free and clear of all liens, charges
and claims of others, subject to any subsisting restrictions, exceptions and
reservations, including royalties, in favour of the Crown with respect to the
Coal License Tenures and the Property Rights, and no taxes, royalties or lease
payments or like amounts are, or will be, due in respect of any of the Coal
License Tenures or Property Rights except for any claims on the Coal License Tenures or Property Rights relating to entry on and
work carried out on the Coal License Tenures by the Optionee, its affiliates or
contractor and their respective directors, officers and employees. 

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3.2 If the Optionee exercises the Option to purchase the Newco
Shares, the Optionor agrees to provide an indemnity in favour of the Optionee in
respect of all of the Optionor’s taxes, interest, penalties, liabilities,
actions, damages and claims of any kind in connection with the transfer of the
Coal License Tenures and the Property Rights to Newco and in respect of the
Optionor’s taxes, interest, penalties, liabilities, actions, damages and claims
of any kind in connection with the Optionor’s sale of the Newco Shares to the
Optionee, provided that any indemnity shall be limited to any taxes, interest,
penalties, liabilities, actions, damages and claims arising prior to the date of
the transfer of the Newco Shares from the Optionor to the Optionee. 

3.3 The Optionee hereby represents, warrants and covenants to
the Optionee that the transactions contemplated by this Second Amending
Agreement and the Agreement as hereby amended have been approved by its
directors and herewith provides the Optionor with a certified copy of the
resolutions approving the transactions. 

3.4 The Optionor hereby releases the Optionee, its affiliates
and their respective directors, officers and employees in respect of any and all
liability, actions, damages and claims for any alleged breach of the Agreement,
provided, however, that the Optionee, its affiliates and their respective
directors, officers and employees shall at all times remain liable for any and
all liability, actions, damages and claims of any kind related to any and all
entry on and work carried out on the Coal License Tenures at any time by the
Optionee, its affiliates, its contractors and their respective directors,
officers and employees. 

3.5 Each of the Parties hereto represents, warrants and
covenants that he/it has received its own tax and legal advice with regard to
the terms of this Second Amending Agreement and the Agreement as hereby amended
and that each will file his/its own tax returns as required by applicable law.


3.6 Each of the Parties hereto agrees to execute and deliver or
cause to be executed and delivered all such instruments and to take all such
action as the other Party may reasonably request, and at the expense of such
other Party in order to more fully effectuate and accomplish the intent and
purposes of and to carry out the terms of this Second Amending Agreement. 

3.7 The Agreement, as amended by this Second Amending
Agreement, shall continue in full force and effect and the provisions of the
Agreement, as hereby amended, are ratified and confirmed in all respects. 

3.8 This Second Amending Agreement and the Agreement shall be
read and construed together as if they constituted one document, provided that
if there is any inconsistency between the Agreement and the provisions of this
Second Amending Agreement, the provisions of this Second Amending Agreement
shall govern. 

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4.0
COUNTERPARTS 

4.0 This Second Amending Agreement may be executed in any
number of counterparts (including counterparts by facsimile or portable document
format (PDF)), each of which will be deemed to be an original and all of which,
taken together, will be deemed to constitute one and the same instrument.
Delivery by facsimile or by PDF of an executed counterpart of this Second
Amending Agreement is as effective as delivery of an originally executed
counterpart of this Second Amending Agreement. Any Party delivering an executed
counterpart of this Agreement by facsimile or by PDF shall also deliver an
originally executed counterpart of this Second Amending Agreement, but the
failure to deliver an originally executed copy does not affect the validity,
enforceability or binding effect of this Second Amending Agreement. 

[Signature Page Follows] 

13  




IN WITNESS WHEREOF, the Parties
have executed this Second Amending Agreement as of the date first above written.



	The Optionee 	 
	 	 
	CARDERO COAL LTD. 	 
	 	 
	Per: 	/s/
      Michael Hunter 	 
	  	Michael Hunter, President and CEO 	 
	 	 	 
	The Optionor 	 
	 	 
	ALAN A. JOHNSON 	 
	 	 
	Per: 	/s/
      Alan Johnson 	 
	  	Alan A. Johnson 	 



ACKNOWLEDGED AND AGREED with
respect to the amendment to Section 4.6 of the Agreement: 


	CARDERO RESOURCE CORP. 	 
	  	  	 
	Per: 	/s/
      Michael Hunter 	 
	  	Michael Hunter, President and CEO 	 



[Signature page to Second Amending Agreement]