Exhibit 10.3


 


FOURTH AMENDMENT TO


AMENDED AND RESTATED SENIOR
SECURED DEBENTURE


 


This FOURTH AMENDMENT TO AMENDED AND
RESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and entered
into 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 that
certain 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 Agreement
Regarding New Equity Raise Under the Modified Second Amended Joint Plan of
Reorganization (the “New Equity Raise”) was executed by and among the Parent,
WCOF and the Official Committee of Unsecured Creditors Appointed by the
Bankruptcy Court in the Company’s Bankruptcy Case, whereby certain provisions
of the Debenture were amended, including the maturity date of the Debenture
being extended to December 31, 2011.


 


C.            On
October 1, 2009, Parent and WCOF entered into that certain Amendment of
Amended and Restated Senior Secured Debenture, whereby $50,000 of accrued
interest was added to the Principal balance of the Debenture, which increased
the Principal balance of the Debenture to $18,500,000.


 


D.            On
January 10, 2010, Parent and WCOF entered into that certain Second
Amendment of Amended and Restated Senior Secured Debenture, whereby the
maturity date of the Debenture was extended to June 30, 2013 subject to
Parent raising at least $25 million in a new common equity offering by
February 12, 2010.  Parent did not
raise $25 million by February 12, 2010, therefore the maturity date of the
Debenture was not extended.


 


E.             On
July 23, 2010, Parent and WCOF entered into that certain Third Amendment
of 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.             On
July 23, 2010, Parent entered into a Farmout Agreement with Atlas
Resources, LLC (“Atlas”), whereby Parent and Atlas agree to drill oil and gas
wells in certain areas of Colorado and Nebraska (the “Farmout Agreement”).


 


G.            Parent
and WCOF desire to amend certain provisions of the Debenture as provided
herein.


 

















 


Agreement:


 


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


 


1.             Amendment of Debenture.


 


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


 


(b)           Interest.  Notwithstanding anything to the contrary set
forth in the Debenture, except with respect to Default Interest, effective as
of the date hereof:


 


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


 


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


 


(iii)      Parent shall
pay $5,000 to WCOF (the “Farmout Fee”) promptly upon Parent’s receipt of
a Well-Site Fee (as defined in the Farmout Agreement) from Atlas in accordance
with the Farmout Agreement.  The payment
of any Farmout Fee to WCOF shall offset the amount of Cash Interest due to WCOF
under the Debenture.


 


2.             Miscellaneous.  Except as expressly modified by this
Amendment, (a) no other term or provision of the Debenture shall be
modified or amended, and (b) the Debenture shall remain in full force and
effect in accordance with its original terms and is hereby ratified and
confirmed by Parent and WCOF.  All
capitalized terms used herein and not defined shall have the meaning assigned
to them in the Debenture.  This Amendment
may be executed in one or more counterparts, each of which may be delivered by
facsimile or other electronic transmission and shall be deemed an original, all
of which together shall constitute one and the same instrument.  This Amendment will be governed by and
construed under the laws of the State of Colorado, without giving effect to
conflicts of laws principles.


 


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page is intentionally left blank.]


 

















 


IN WITNESS WHEREOF, the parties have
duly 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