**Exhibit 10.3**

 

**FOURTH AMENDMENT TO**

**AMENDED AND RESTATED SENIORSECURED DEBENTURE**

 

This FOURTH AMENDMENT TO AMENDED ANDRESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and enteredinto effective as of October 12, 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 and WCOF are parties to thatcertain Amended and Restated Senior Secured Debenture dated February 2,2009 in the original principal amount of $18,450,000 (as amended, the “Debenture”).

 

B.            On April 13, 2009, an AgreementRegarding New Equity Raise Under the Modified Second Amended Joint Plan ofReorganization (the “New Equity Raise”) was executed by and among the Parent,WCOF and the Official Committee of Unsecured Creditors Appointed by theBankruptcy Court in the Company’s Bankruptcy Case, whereby certain provisionsof the Debenture were amended, including the maturity date of the Debenturebeing 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.             OnJuly 23, 2010, Parent and WCOF entered into that certain Third Amendmentof Amended and Restated Senior Secured Debenture (the “Third Amendment”),whereby accrued interest was added to the Principal balance of the Debenture,all interest payments on the Debenture were deferred until December 31,2011, and certain provisions with respect to Events of Default were amended.

 

F.             OnJuly 23, 2010, Parent entered into a Farmout Agreement with AtlasResources, LLC (“Atlas”), whereby Parent and Atlas agree to drill oil and gaswells in certain areas of Colorado and Nebraska (the “Farmout Agreement”).

 

G.            Parentand WCOF desire to amend certain provisions of the Debenture as providedherein.

 

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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.             Amendment of Debenture.

 

(a)           Maturity Date.  The Maturity Date of the Debenture is herebyextended to January 15, 2014 (as of which date all of the outstandingPrincipal, accrued Interest, and any other amounts due under the Debentureshall be due and payable in full).

 

(b)           Interest.  Notwithstanding anything to the contrary setforth in the Debenture, except with respect to Default Interest, effective asof the date hereof:

 

(i)        Parent shallpay Interest on any outstanding Principal to WCOF at a rate equal to fivepercent (5%) per annum payable in shares of common stock of Parent in an amountbased on a share price of $2.00 per share (the “Stock Interest”).  The Stock Interest shall be due and payableto WCOF quarterly in arrears on the last day of each calendar quarter,commencing with the calendar quarter ending on December 31, 2010.

 

(ii)       In additionto the Stock Interest, Parent shall pay Interest on any outstanding Principalto WCOF at a rate equal to five percent (5%) per annum payable in cash (the “CashInterest”).  The Cash Interest(offset by any Farmout Fee as defined and set forth below) shall be due andpayable to WCOF in arrears on the Maturity Date of the Debenture.  For avoidance of doubt, notwithstandinganything to the contrary set forth in the Debenture, including the deferral ofinterest payments until December 31, 2011 as set forth in the ThirdAmendment, and except for the payment of the Farmout Fee set forth inSection 1(b)(iii) below, no payment of Cash Interest shall be dueuntil the Maturity Date.

 

(iii)      Parent shallpay $5,000 to WCOF (the “Farmout Fee”) promptly upon Parent’s receipt ofa Well-Site Fee (as defined in the Farmout Agreement) from Atlas in accordancewith the Farmout Agreement.  The paymentof any Farmout Fee to WCOF shall offset the amount of Cash Interest due to WCOFunder the Debenture.

 

2.             Miscellaneous.  Except as expressly modified by thisAmendment, (a) no other term or provision of the Debenture shall bemodified or amended, and (b) the Debenture shall remain in full force andeffect in accordance with its original terms and is hereby ratified andconfirmed by Parent and WCOF.  Allcapitalized terms used herein and not defined shall have the meaning assignedto them in the Debenture.  This Amendmentmay be executed 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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