Exhibit 10.8
WAIVER NO. 2
TO CREDIT
AGREEMENT
THIS WAIVER NO. 2 TO CREDIT
AGREEMENT, dated as of May 2, 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, CHC, BRMP and the
Agent entered into that certain Waiver No. 1 to Credit
Agreement dated as of April 4, 2007 (the “ Original
Waiver ”) pursuant to which the Agent and the Lenders
(i) waived the Defaults and Events of Default that had
occurred as a result of the Borrower’s failure to deliver the
Financial Information (as hereinafter defined) and
(ii) extended the date by which the Borrower was required to
deliver such Financial Information to the Agent until
April 23, 2007;
WHEREAS, the Lenders and the Agent
wish to waive compliance with certain provisions of the Credit
Agreement and the Original Waiver 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 April 23,
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, May 14, 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
