Exhibit 10.2


 


THIRD AMENDMENT TO


AMENDED AND RESTATED SENIOR
SECURED DEBENTURE


 


This THIRD AMENDMENT TO AMENDED AND
RESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and entered
into 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 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.             Certain
Events of Default have occurred and are continuing on the date hereof resulting
from Parent’s failure to pay Interest due and payable on the outstanding
Principal of the Debenture for the period from January 1, 2010 to
June 30, 2010 (collectively, the “Specified Defaults”).


 


F.             Parent
desires 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 of
Colorado and Nebraska (the “Farmout Agreement”).


 


G.            WCOF desires
to waive the Specified Defaults and consent to the transactions contemplated by
the Farmout Agreement as provided herein. 
Parent and WCOF also 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.             Waiver.  Effective as of the date hereof, WCOF hereby
waives the Specified Defaults; provided that all accrued and unpaid Interest
due and payable on the Debenture in connection with the Specified Defaults
shall be added to the outstanding Principal balance of the Debenture.


 


2.             Consent.  Notwithstanding anything to the contrary set
forth in the Debenture, WCOF hereby consents to the Farmout Agreement and all
transactions, documents and agreements contemplated in connection therewith.


 


3.             Amendment of
Debenture.


 


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


 


(b)           Addition of
Accrued Interest.           Effective as
of the date hereof, the accrued and unpaid Interest as a result of the
Specified Defaults (i) shall be added to the outstanding Principal balance
of the Debenture, (ii) shall bear Interest from and after the date hereof
at the same rate as the Principal, and (iii) shall be due and payable on
the Maturity Date along with all other outstanding Principal and accrued and
unpaid Interest under the Debenture.


 


(c)           Events of
Default.  Notwithstanding
anything to the contrary set forth in the Debenture, the events set forth in Section 3
of the Debenture, currently existing or occurring after the date hereof, shall
not constitute an Event of Default unless and until WCOF shall have delivered
written notice of default to Parent and such default shall continue for a
period of thirty (30) days after written notice of such default is delivered to
Parent from WCOF.  Effective as of the
date 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 not
constitute an Event of Default.


 


4.             Release of
Liens.


 


(a)           Simultaneous
with the execution of the Farmout Agreement, WCOF hereby releases and discharges
any and all liens and other security interests that WCOF has on the leases
covering the Initial Drilling Units (as defined in the Farmout Agreement).


 


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


 

















 


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


 


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


 


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


 


5.             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