EX-10.2



 Exhibit 10.2 

TWELFTH AMENDMENT TO CREDIT AGREEMENT 

This Twelfth Amendment to Credit Agreement (this “Amendment”) is entered into between Texas Capital Bank, N.A., a national
banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated June 4, 2015. Terms defined in the Credit Agreement between the Administrative Agent,
such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires. 

R E C I T A L S: 
 WHEREAS, the
Borrower has requested that the Lenders amend the Credit Agreement; and 
 WHEREAS, the Lenders are willing to amend the Credit Agreement
under the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows: 

1. The following definitions are hereby added to Section 1.1 of the Credit Agreement as follows: 

“Twelfth Amendment to Credit Agreement” means the Twelfth Amendment to Credit Agreement dated June 4, 2015 between
Administrative Agent, the Lenders and the Borrower, amending the Credit Agreement. 
 2. The following definition located in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Borrowing
Base” means the amount most recently determined and designated by the Administrative Agent as the Borrowing Base in accordance with Section 2.8.1, but in no event in excess of the Aggregate Commitment, as such Borrowing Base is
reduced in accordance with Section 2.8.2 or other provisions hereof. The Borrowing Base under Section 2.8.1 is deemed to be $37,500,000 as of the date of the Twelfth Amendment to Credit Agreement. 

3. Commitments. The Lenders’ respective Commitments are hereby amended to the amounts set forth opposite their respective
signature blocks on their signature page to this Amendment. 
 4. Fees. The Administrative Agent waives the $2,500 processing fee
that would otherwise be payable pursuant to Section 2.6.7 of the Credit Agreement, as applied to this Amendment. 

  
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 5. Mortgages. Contemporaneously with the execution and delivery of this Amendment, the
Borrower shall execute and deliver or cause the appropriate Person to execute and deliver such certificates, mortgages, amendments to mortgages and other security instruments as the Administrative Agent may reasonably request to ensure that the
Administrative Agent has a first and prior Lien on Oil and Gas Properties that represent at least 80% of the PW9 Value of the Oil and Gas Properties utilized in determining the Borrowing Base. 

6. Benefit of Conditions. All of the conditions in this Amendment and the Credit Agreement are solely for the benefit of the
Administrative Agent and the Lenders, and no Person other than the Administrative Agent and the Lenders may rely thereon or insist on compliance therewith. 

7. Ratification. The Borrower hereby ratifies all of its Obligations under the Credit Agreement and each of the Loan Documents to which
it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party shall continue in full force and effect after giving effect to this Amendment. Nothing in this Amendment extinguishes, novates
or releases any right, claim, Lien, security interest or entitlement of the Lenders created by or contained in any of such documents nor is the Borrower released from any covenant, warranty or obligation created by or contained therein. 

8. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that
(a) this Amendment has been duly executed and delivered on behalf of the Borrower, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower in accordance with its terms and (c) the
execution, delivery and performance of this Amendment has been duly authorized by the Borrower. 
 9. Conditions to Effectiveness.
This Amendment shall be effective upon the execution by all parties of this Amendment and the receipt thereof by the Administrative Agent. 

10. RELEASE OF CLAIMS. The Borrower for itself, its successors and assigns and all those at interest therewith, including, without
limitation, each Guarantor, (collectively, the “Releasing Parties”), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Administrative Agent, the Lenders and their respective officers,
directors, shareholders, employees, agents, successors, assigns, representatives, affiliates and insurers (sometimes referred to below collectively as the “Released Parties”) and all those at interest therewith of and from any and
all claims, causes of action, liabilities, damages, costs (including, without limitation, attorneys’ fees and all costs of court or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed
or contingent, which the Releasing Parties, have or hereafter may have arising out of any act, occurrence, transaction, or omission occurring from the beginning of time to the date of execution of this Amendment if related to the Note or the other
Loan Documents (the “Released Claims”), except that (i) the future duties and obligations of the Lenders under the Loan Documents and the rights of the Borrower to its 

  
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funds on deposit with the Lenders shall not be included in the term Released Claims and (ii) the right of the Borrower to require the correction of manifest accounting errors and similar
administrative errors shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. 
 11. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mail, facsimile transmission,
electronic mail in “portable document format” (“.pdf”) form or other electronic means intended to preserve the original graphic and pictorial appearance of the item being sent shall be effective as a delivery of a manually
executed counterpart of this Amendment. 
 12. Effect. This Amendment is one of the Loan Documents. Except as amended hereby, the
Credit Agreement shall remain unchanged and in full force and effect, and the Borrower hereby ratifies the terms of the Credit Agreement (as amended hereby), including, without limitation, the provisions of Section 9.7 and
Section 9.8 thereof. 
 [Remainder of page intentionally left blank] 

  
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 ENTIRE AGREEMENT. THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF. FURTHERMORE, IN THIS REGARD, THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. 
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES. 

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written. 

 

			
	BORROWER:
	
	LYNDEN USA INC.
		
	By:		  /s/ Colin Watt

	Name:		      Colin Watt
	Title:		      President


 The Guarantor acknowledges and approves the foregoing Amendment, confirms that its Guaranty is in full force and effect
and agrees to the release of claims in paragraph 10 of the foregoing Amendment. 
  

			
	GUARANTOR:
	
	LYNDEN ENERGY CORP.
		
	By:		  /s/ Colin Watt

	Name:		      Colin Watt
	Print:		      President and Chief Executive Officer


 [Signature pages continue] 

  
 Signature Page –
Twelfth Amendment to Lynden Credit Agreement 









							
					ADMINISTRATIVE AGENT:
			
					TEXAS CAPITAL BANK, N.A.
				
					By:		  /s/ Frank K. Stowers

					Name:		      Frank K. Stowers
					Title:		      Senior Vice President
				
	COMMITMENT						
					LENDERS:
			
	$26,250,000.00				TEXAS CAPITAL BANK, N.A.
				
					By:		  /s/ Frank K. Stowers

					Name:		      Frank K. Stowers
					Title:		      Senior Vice President
			
	$11,250,000.00				HAPPY STATE BANK
				
					By:		  /s/ Ryan Monroe

					Name:		      Ryan Monroe
					Title:		      Senior Vice President


  
 Signature Page –
Twelfth Amendment to Lynden Credit Agreement