**Exhibit 10.2**

 

**THIRD AMENDMENT TO**

**AMENDED AND RESTATED SENIORSECURED DEBENTURE**

 

This THIRD AMENDMENT TO AMENDED ANDRESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and enteredinto effective as of July 23, 2010 by and between Black Raven Energy, Inc.(formerly known as PRB Energy, Inc.), a Nevada corporation (“Parent”),and West Coast Opportunity Fund, LLC, a Delaware limited liability company (“WCOF”).

 

**Recitals****:**

 

A.            Parent andWCOF are parties to that certain Amended and Restated Senior Secured Debenturedated February 2, 2009 in the original principal amount of $18,450,000 (asamended, the “Debenture”).

 

B.            OnApril 13, 2009, an Agreement Regarding New Equity Raise Under the ModifiedSecond Amended Joint Plan of Reorganization (the “New Equity Raise”) wasexecuted by and among the Parent, WCOF and the Official Committee of UnsecuredCreditors Appointed by the Bankruptcy Court in the Company’s Bankruptcy Case,whereby certain provisions of the Debenture were amended, including thematurity date of the Debenture being extended to December 31, 2011.

 

C.            OnOctober 1, 2009, Parent and WCOF entered into that certain Amendment ofAmended and Restated Senior Secured Debenture, whereby $50,000 of accruedinterest was added to the Principal balance of the Debenture, which increasedthe Principal balance of the Debenture to $18,500,000.

 

D.            OnJanuary 10, 2010, Parent and WCOF entered into that certain SecondAmendment of Amended and Restated Senior Secured Debenture, whereby thematurity date of the Debenture was extended to June 30, 2013 subject toParent raising at least $25 million in a new common equity offering byFebruary 12, 2010.  Parent did notraise $25 million by February 12, 2010, therefore the maturity date of theDebenture was not extended.

 

E.             CertainEvents of Default have occurred and are continuing on the date hereof resultingfrom Parent’s failure to pay Interest due and payable on the outstandingPrincipal of the Debenture for the period from January 1, 2010 toJune 30, 2010 (collectively, the “Specified Defaults”).

 

F.             Parentdesires to enter into a Farmout Agreement with Atlas Resources, LLC (“Atlas”)whereby Parent and Atlas agree to drill oil and gas wells in certain areas ofColorado and Nebraska (the “Farmout Agreement”).

 

G.            WCOF desiresto waive the Specified Defaults and consent to the transactions contemplated bythe Farmout Agreement as provided herein. Parent and WCOF also desire to amend certain provisions of the Debentureas provided herein.

 

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**Agreement****:**

 

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, and intending to be legally bound hereby, theparties hereto agree as follows:

 

1.             Waiver.  Effective as of the date hereof, WCOF herebywaives the Specified Defaults; provided that all accrued and unpaid Interestdue and payable on the Debenture in connection with the Specified Defaultsshall be added to the outstanding Principal balance of the Debenture.

 

2.             Consent.  Notwithstanding anything to the contrary setforth in the Debenture, WCOF hereby consents to the Farmout Agreement and alltransactions, documents and agreements contemplated in connection therewith.

 

3.             Amendment ofDebenture.

 

(a)           Deferral ofAccrued Interest. For the period from July 1, 2010 through December 31, 2011,Parent shall not be required to make any payments of Interest under theDebenture and all accrued and unpaid Interest for such period shall be added tothe outstanding Principal balance of the Debenture.

 

(b)           Addition ofAccrued Interest.           Effective asof the date hereof, the accrued and unpaid Interest as a result of theSpecified Defaults (i) shall be added to the outstanding Principal balanceof the Debenture, (ii) shall bear Interest from and after the date hereofat the same rate as the Principal, and (iii) shall be due and payable onthe Maturity Date along with all other outstanding Principal and accrued andunpaid Interest under the Debenture.

 

(c)           Events ofDefault.  Notwithstandinganything to the contrary set forth in the Debenture, the events set forth in Section 3of the Debenture, currently existing or occurring after the date hereof, shallnot constitute an Event of Default unless and until WCOF shall have deliveredwritten notice of default to Parent and such default shall continue for aperiod of thirty (30) days after written notice of such default is delivered toParent from WCOF.  Effective as of thedate hereof, Parent must notify WCOF of any known defaults under the Debenture,either currently existing or occurring after the date hereof; provided,however, failure of Parent to notify WCOF of known defaults shall notconstitute an Event of Default.

 

4.             Release ofLiens.

 

(a)           Simultaneouswith the execution of the Farmout Agreement, WCOF hereby releases and dischargesany and all liens and other security interests that WCOF has on the leasescovering the Initial Drilling Units (as defined in the Farmout Agreement).

 

(b)           Simultaneouswith the assignment of a lease covering a Drilling Unit (as defined in theFarmout Agreement) by Parent to Atlas in accordance with the Farmout 

 

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Agreement,WCOF hereby releases and discharges any and all liens and other securityinterests that WCOF has on the lease(s) covering such Drilling Unit.

 

(c)           Parent mayprepare and file such amendments to UCC filings or other security documents asParent may reasonably deem necessary or desirable in connection with thetermination of the liens and other security interests described in this Section 4.

 

(d)           WCOF agreesto provide Parent with such other documents and executed items to evidence orcomplete the foregoing as Parent reasonably requests, at Parent’s expense.

 

5.             Miscellaneous.  Except as expressly modified by thisAmendment, (a) no other term or provision of the Debenture shall be modifiedor amended, and (b) the Debenture shall remain in full force and effect inaccordance with its original terms and is hereby ratified and confirmed byParent and WCOF.  All capitalized termsused herein and not defined shall have the meaning assigned to them in theDebenture.  This Amendment may beexecuted in one or more counterparts, each of which may be delivered byfacsimile or other electronic transmission and shall be deemed an original, allof which together shall constitute one and the same instrument.  This Amendment will be governed by andconstrued under the laws of the State of Colorado, without giving effect toconflicts of laws principles.

 

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

 
| **WCOF:**                                           | ** **        | **Parent:**                |
|-----------------------------------------------------|-------------------|----------------------------|
| ** **                                          | ** **        | ** **                 |
| West  Coast Opportunity Fund, LLC                   |              | Black  Raven Energy, Inc.  |
|                                                |              |                       |
|                                                |              |                       |
| By:                                                 | /s/  Atticus Lowe |                       | By: | /s/  William F. Hayworth |
| Name:  Atticus Lowe                                 |              | Name:  William F. Hayworth |
| Title:  Chief Investment Officer of Managing Member |              | Title:  President          |
|                                                     |                   |                            |  |  |

 

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