American Natural Energy Corporation - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2  

Amendment to Second Replacement, Amended and Restated
Senior Secured Redeemable Debenture

           
This Amendment to Second Replacement, Amended and Restated Senior Secured
Redeemable Debenture (“Amendment”) is made and entered into effective as
of 3rd day of July, 2014, by AMERICAN NATURAL ENERGY CORPORATION, an
Oklahoma corporation (the “Company”), in favor of HILLAIR CAPITAL
INVESTMENTS, L.P., a Cayman Islands exempted limited partnership (the
“Holder”). 

           
WHEREAS, the Company issued to TCA Global Credit Master Fund LP
(“TCA”) that certain Second Replacement, Amended and Restated Senior
Secured Redeemable Debenture dated January 29, 2014 in the original principal
amount of $2,196, 609.52 and a current principal amount of $1,753,660.92 (the
“Debenture”); 

           
WHEREAS, pursuant to that certain Assignment of Note, Security
Agreement, Mortgage and Other Security Documents dated as of July 2, 2014 (the
“Assignment”), TCA assigned the Debenture to the Holder; and

           
WHEREAS, the Company and Holder desire to amend and modify the
terms and provisions of the Debenture in accordance with the terms and
provisions hereinafter set forth; 

           
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties each
intending to be legally bound hereby do agree as follows: 

     1.   Recitals.
The recitations set forth in the preamble of this Amendment are true and correct
and incorporated herein by reference. 

     2.   Defined
Terms. All capitalized terms used herein shall have the same meaning
ascribed to them in the Debenture, except as otherwise specifically set forth
herein. 

     3.   Conflict.
In the event of any conflict or ambiguity by and between the terms and
provisions of this Amendment and the terms and provisions of the Debenture, the
terms and provisions of this Amendment shall control to the extent of any
conflict or ambiguity. 

     4.   Maturity
Date. The Company and the Holder hereby agree to extend the Maturity Date of
the Debenture to January 1, 2016. As such, all references to Maturity Date in
the Debenture shall mean January 1, 2016. 

     5.   Interest
Rate. The Company and the Holder hereby agree to increase the Interest Rate
of the Debenture to the rate of sixteen percent (16%) per annum. As such, all
references to Interest Rate in the Debenture shall mean sixteen percent (16%)
per annum.




     6.   Amortization
and Interest Payments. The Company and the Holder hereby agree to amend the
Debenture to have all monthly redemption payments and interest payments to now
be made on a quarterly basis, beginning on January 1, 2015. As such, Section
1.04(1) of the Debenture is hereby amended and restated in its entirety to read
as follows: 

“Interest and Periodic
Payments. The Company shall pay interest to the Holder on the then
outstanding principal amount of this Debenture at the rate of 16% per annum,
payable quarterly on January 1, April 1, July 1 and October 1, beginning on
March 1, 2015, on each Periodic Redemption Date (as to that principal amount
then being redeemed), on each optional redemption date (as to that principal
amount then being redeemed) and on the Maturity Date, in cash. In addition, on
each of March 1, 2015, July 1, 2015, October 1, 2015, and January 1, 2016, the
Company shall redeem the amount equal to $438,415.23, plus accrued but unpaid
interest, liquidated damages and any other amounts then owing to the
Holder in respect of this Debenture in cash.” 

In addition, Exhibit A of the Debenture
is hereby deleted in its entirety.

     7.   Manner of
Payments. The Company hereby agrees that all sums payable pursuant to the
Debenture shall no longer be made to TCA and shall be made to the Holder. As
such, Section 1.05 shall be amended and restated in its entirety to read as
follows: 

“Manner of Payments.
All sums payable to the order of Holder hereunder shall be payable by wire
transfer of lawful dollars of the United States of America to the wire
instructions to be provided in writing by the Holder to the Company.”

     8. 
 Ratification. Except as modified hereby, the terms and provisions
of the Debenture remain in full force and effect, are ratified and confirmed and
incorporated herein by this reference. 

[Signatures on the following pages] 




           
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.

	 	AMERICAN NATURAL ENERGY
  
	 	CORPORATION, an Oklahoma 
	 	corporation 
	 	 
	 	By:     /s/ Steven
      P.
      Ensz                                                           
	 	Name:   Steven P.
      Ensz                                                              
	 	Title:     Vice
      President                                                              


******************** 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGE
FOR HOLDER FOLLOWS] 




[HOLDER'S SIGNATURE PAGE TO ANRU AMENDMENT] 

      
     IN WITNESS WHEREOF, the undersigned have caused
this Amendment to be duly executed by their respective authorized signatories as
of the date first indicated above. 

 

Name of Holder:   Hillair Capital Investment
L.P.                                                                                                        

Signature of Authorized Signatory of
Holder:    /s/ Sean M.
McAvoy                                                                 

Name of Authorized Signatory:    Sean M.
McAvoy                                                                                                 

Title of Authorized
Signatory:    Managing Member, Hillair Capital
Advisors
LLC