EXHIBIT 10.32


 





FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO
CREDIT AGREEMENT (this “Fifth Amendment”) is dated and effective as of March 30, 2015 (the “Effective
Date”), by and between BLACK RIDGE OIL & GAS, INC., a Nevada corporation (the “Borrower”),
and CADENCE BANK, N.A., a national banking association (the “Lender”).


 


R E C I T A L S:


 


1.     The Borrower and the Lender have
heretofore entered into a Credit Agreement dated as of August 8, 2013, as amended by that First Amendment thereto dated December
13, 2013, as further amended by that Second Amendment thereto dated March 24, 2014, as further amended by that Third Amendment
thereto dated April 21, 2014, and as further amended by that Fourth Amendment thereto dated September 11, 2014 (as amended, the
“Agreement”), pursuant to which the Lender established in favor of the Borrower certain credit facilities and
loans.


 


2.     The Borrower and the Lender desire
to amend the Agreement to (i) extend the termination date of the Loan Commitment (as defined in the Agreement) from August 8, 2016
to January 15, 2017; (ii) decrease the Borrowing Base Amount from $35,000,000.00 to $34,000,000.00; and (iii) make certain other
changes to the Agreement in accordance with Section 14.1 thereof.


 


NOW, THEREFORE, the parties
hereto, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound hereby, do hereby further
amend the Agreement and agree as follows:


 


A.     Defined Terms. Capitalized
terms used herein which are defined in the Agreement, are used herein with such defined meanings, as said definitions may be amended
by this Fifth Amendment.


 


1.     The following new definition is
hereby added to Section 1.1 of the Agreement:


 


“Fifth Amendment”
means that certain Fifth Amendment to Credit Agreement by and between Black Ridge Oil & Gas, Inc. and Cadence Bank, N.A., dated
March 30, 2015.


 


2.     The
definitions of “Second Lien Credit Agreement” and “Termination Date” are hereby deleted from Section 1.1
of the Agreement, and replaced with the following:


 


“Second Lien Credit Agreement”
shall mean that certain Second Lien Credit Agreement dated as of August 8, 2013 by and among Borrower, the lenders from time to
time parties thereto and Chambers Energy Management, L.P., as agent, as amended by a First Amendment thereto dated as of December
13, 2013, as further amended by a Second Amendment thereto dated as of March 24, 2014, and as further amended by a Third Amendment
thereto dated March 30, 2015.


 


“Termination Date”
shall mean the earlier to occur of (a) January 15, 2017, or (b) the date of termination of the Loan Commitment pursuant to Article
XIII hereof.


 






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B.     Extension of Loan
Commitment. Subject to the terms and conditions of the Agreement, as amended by this Fifth Amendment, the Lender hereby extends
the termination date of the Loan Commitment to January 15, 2017.


 


C.     Decrease to Borrowing
Base Amount. Subject to the terms and conditions of the Agreement, as amended by this Fifth Amendment, and in accordance with
Section 2.2 of the Agreement, the Lender hereby decreases the Borrowing Base Amount from $35,000,000.00 to $34,000,000.00. The
parties agree that this decrease in the Borrowing Base Amount shall constitute the re-evaluation and re-establishment of the Borrowing
Base Amount scheduled for April 1, 2015, and that the Borrowing Base Amount shall next be redetermined on October 1, 2015, unless
sooner redetermined in accordance with Section 2.2 of the Agreement.


 


D.     Waiver and Restatement
of Net Debt to EBITDAX Ratio. Lender hereby waives the Net Debt to EBITDAX covenant requirement in Section 11.7(b) of the
Agreement for the calendar quarter ending March 31, 2015 only. For calendar quarters subsequent to the calendar quarter ending
March 31, 2015, Section 11.7(b) of the Agreement shall be deleted in its entirety and restated as follows:


 


			Borrower shall maintain, as of the end of each calendar quarter ending on
the dates set forth below, the ratio of Net Debt to EBITDAX specified next to each such calendar quarter, calculated on a trailing
four quarters basis. The term “Net Debt” shall mean Borrower’s Debt for borrowed money, including one
hundred percent (100%) of all Loans and Reimbursement Obligations, less the amount of unrestricted cash equivalents on the balance
sheet of Borrower that is subject to a deposit account control agreement as of such day.



 


	Period	Maximum Net Debt to EBITDAX Ratio
	June 30, 2015 and September 30, 2015	3.50 to 1.00
	December 31, 2015	3.65 to 1.00
	March 31, 2016 and thereafter	3.50 to 1.00


 


E.     Waiver and Restatement of Collateral
Coverage Ratio.  Lender hereby waives the Collateral Coverage Ratio covenant requirement in Section 11.7(e) of the Agreement
for the calendar quarter ending March 31, 2015 only. For calendar quarters subsequent to the calendar quarter ending March 31,
2015, Section 11.7(e) of the Agreement shall be deleted in its entirety and restated as follows:


 


(e) Collateral Coverage Ratio.
 Borrower shall maintain as of the end of each calendar quarter ending on the dates listed below, a Collateral Coverage Ratio
of not less than the corresponding ratio set forth below:


 


	Period	Minimum Collateral Coverage Ratio
	June 30, 2015	0.80 to 1.00
	September 30, 2015	0.70 to 1.00
	December 31, 2015 and thereafter	0.80 to 1.00


 






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F.     Revised
Compliance Certificate. The form of Compliance Certificate attached as Exhibit B to the Agreement is hereby revised to
reflect the changes to the Agreement made by this Fifth Amendment. A copy of the revised Compliance Certificate is attached
as Exhibit A hereto.


 


G.     Conditions Precedent.
The effectiveness of this Fifth Amendment shall be subject to the Lender’s satisfactory receipt of (i) a signed original
of this Fifth Amendment by Borrower, (ii) the consent of Chambers Energy Management, L.P., pursuant to Section 6.02 of the Chambers
Intercreditor Agreement, to the changes to the Agreement contained in this Fifth Amendment, including the extension of the termination
date, (iii) copies of all other documents, instruments and certificates which the Lender or its counsel may reasonably request
in connection herewith, and (iv) all fees, charges and expenses which are due and payable under this Fifth Amendment. Lender reserves
the right, in its sole discretion, to waive one or both of the foregoing conditions precedent.


 


H.     Acknowledgment Regarding
the Note. The Note contains a definition of the Agreement (using the term “Credit Agreement”) that does not include
any and all future amendments to the Agreement. Borrower and Lender hereby acknowledge and agree that the definition of the Agreement
contained in the Note is intended to cover and include any and all amendments to the Agreement, and hereby waive any right to
modify the Note to expressly provide for such amendments.


 


I.     Representations;
No Default. On and as of the date of this Fifth Amendment, and after giving effect to this Fifth Amendment, the Borrower confirms,
reaffirms, and restates the representations and warranties set forth in the Agreement and the Loan Documents; provided, that each
reference to the Agreement herein shall be deemed to include the Agreement as amended by this Fifth Amendment.


 


J.     Confirmation of Collateral
Documents. All of the liens, privileges, priorities and equities existing and to exist under and in accordance with the terms
of the Loan Documents are hereby renewed, extended and carried forward as security for all of the Loans and all other debts, obligations
and liabilities of the Borrower to Lender. More specifically, the Borrower hereby acknowledges and confirms that the Mortgage
and Security Agreement secure all present and future indebtedness of Borrower to Lender, including without limitation all of the
Loans. Further, the parties to this Fifth Amendment acknowledge that all Loans are cross-defaulted and cross-secured.


 


K.     Payment of Expenses.
Borrower agrees to pay or reimburse the Lender for all legal fees and expenses of counsel to the Lender in connection with the
transactions contemplated by this Fifth Amendment.


 






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L.     Amendments. There
are no oral agreements between the Lender and the Borrower. The Agreement, as amended by this Fifth Amendment, and the other Loan
Documents set forth the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written
and oral understandings between the Borrower and the Lender with respect to the matters herein and therein set forth. The Agreement,
as amended by this Fifth Amendment, cannot be modified or amended except by a writing signed and delivered by the Borrower and
the Lender.


 


M.     Waiver of Defenses. In consideration
of the Lender’s execution of this Fifth Amendment, the Borrower does hereby irrevocably waive any and all claims and/or defenses
to payment on any indebtedness arising under the Agreement and owed by any of them to the Lender that may exist as of the date
of execution of this Fifth Amendment.


 


N.     Governing Law and
Counterparts. This Fifth Amendment shall be governed by and construed in accordance with the laws of the State of Texas. This
Fifth Amendment may be executed in any number of counterparts, all of which counterparts, when taken together, shall constitute
one and the same instrument.


 


O.     Continued Effect.
Except as expressly modified herein, the Agreement, as amended by this Fifth Amendment, shall continue in full force and effect.
The Agreement, as amended by this Fifth Amendment, is hereby ratified and confirmed by the parties hereto.


 


P.     Resolutions/Consents.
The Borrower hereby certifies to the Lender that all corporate resolutions and limited liability company member consents and
appointments previously delivered to Lender in connection with the Agreement remain in effect.


 


 


[Signatures on following page]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Fifth Amendment to Credit Agreement to be executed and delivered as of the date hereinabove
provided by the authorized officers each hereunto duly authorized.


 


	 	
        BORROWER:

        BLACK RIDGE OIL & GAS, INC.

         

        By: /s/ Ken DeCubellis

        Name: Ken DeCubellis

        Title: Chief Executive
        Officer

	 	 
	 	
        LENDER:

        CADENCE BANK, N.A.

         

         

        By: /s/ Eric Broussard

        Name: Eric Broussard

        Title: Executive Director

	 	 


 






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Exhibit A


 


 


EXHIBIT B


COMPLIANCE CERTIFICATE


 


 


_____________________________


Date


 


 


Cadence Lender, N.A.


2800 Post Oak Blvd., Suite 3800


Houston, TX 77056


 


Ladies and Gentlemen:


 


This Compliance Certificate
is submitted pursuant to the requirements of that certain Credit Agreement dated August 8, 2013, by and between Black Ridge Oil
& Gas, Inc. (“Borrower”) and Cadence Lender, N.A. (“Lender”), as amended by that First
Amendment thereto dated December 13, 2013, as further amended by that Second Amendment thereto dated March 24, 2014, as further
amended by that Third Amendment thereto dated April 21, 2014, as further amended by that Fourth Amendment thereto dated September
11, 2014 and as further amended by that Fifth Amendment thereto dated March 30, 2015 (as amended, the “Credit Agreement”).


 


Under the appropriate paragraphs
of the Credit Agreement, the undersigned certifies that, to the best of its knowledge and belief, no condition, event, or act which,
with or without notice or lapse of time or both, would constitute an event of default under the terms of the Credit Agreement,
has occurred during the three-month period ending ______________________ (the “Reporting Period”). Also, to
the best of its knowledge, Borrower has complied with all provisions of the Credit Agreement.


 


Additionally, Borrower submits
the following financial information for the Reporting Period in accordance with the financial covenants and ratios contained in
the Credit Agreement.


 


I.          MINIMUM CURRENT RATIO


 


	Total Current Assets	$____________
	Total Current Liabilities 	$____________
	Current Ratio	_____ to _____
	 	 
	Minimum Current Ratio Required	1.00 to 1.00




 






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II.         MAXIMUM NET DEBT TO EBITDAX RATIO


 





	(a) Net Debt	$___________
	(b) EBITDAX	$___________
	(c) Ratio (as of _______________)	_____ to ____
	 	 
	Maximum Ratio Permitted	Waived for 3-31-2015
	 	3.50 to 1.00 (6-30-2015 and 9-30-2015)
	 	3.65 to 1.00 (12-31-2015)
	 	3.50 to 1.00 (3-31-2016 and thereafter)







  


III.         MAXIMUM SENIOR LEVERAGE RATIO








	(a) Indebtedness	$___________
	(b) EBITDAX	$___________
	(c) Ratio (as of _______________)	_____ to ____







IV.        MINIMUM INTEREST
COVERAGE RATIO





	(a) EBITDAX	$___________
	(b) Interest Expense	$___________
	(c) Ratio (as of _______________)	_____ to ____
	 	 
	Minimum Ratio Required	3.00 to 1.00




 


V.          MINIMUM COLLATERAL
COVERAGE RATIO





	Minimum Ratio Permitted	Waived for 3-31-2015
	 	0.80 to 1.00 (6-30-2015)
	 	0.70 to 1.00 (9-30-2015)
	 	0.80 to 1.00 (12-31-2015 and thereafter)




 


Sincerely,


 


Black Ridge Oil & Gas, Inc.


 


By:__________________________


       Name:_____________________


       Title:______________________


 






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