Exhibit 10.7
EXECUTION COPY
WAIVER NO. 1
TO CREDIT AGREEMENT
THIS WAIVER NO. 1 TO CREDIT
AGREEMENT, dated as of April 4, 2007 (this “ Waiver
Agreement ”), 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
Waiver Agreement and not otherwise defined have the meanings set
forth in the Credit Agreement, as modified 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 be amended,
modified or supplemented from time to time, the “ Credit
Agreement ”); and
WHEREAS, Bowie, the Lenders and the
Agent wish to waive compliance with certain provisions of the
Credit Agreement subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of
the agreements herein contained, the parties hereto hereby agree as
follows:
ARTICLE 1.
WAIVER
Subject to the satisfaction of the
terms and conditions set forth herein, the Lenders and the Agent
hereby (i) waive any Default or Event of Default that has
occurred by reason of the failure by the Credit Parties to deliver
the financial information, Compliance Certificates, accounting firm
reports, annual letters and certifications specified in clause
(d) of Annex D of the Credit Agreement (the “
Financial Information ”) on or prior to March 31,
2007 (the “ Waiver ”) and (ii) extend the
period of time for delivering such Financial Information in
accordance with Annex D of the Credit Agreement to, and the Credit
Parties hereby agree to deliver such Financial Information to the
Agent by, April 23, 2007 at 5:00 p.m. Each of
Bowie, CHC and BRMP acknowledge and agree that the failure by the
Credit Parties to deliver the Financial Information to the Agent in
accordance with clause (d) Annex D of the Credit Agreement
(except with respect to the date by which such Financial
Information was required to be delivered) by 5:00 p.m.
(eastern standard time) on April 23, 2007 will result in a
Default pursuant to Section 8.1(c) of the Credit
Agreement and will entitle the Lenders and the Agent to all of the
rights and remedies provided to such Lenders and Agent under the
Credit Agreement as a result of a Default therein.
