Exhibit 10.2


 


CHAMBERS ENERGY CAPITAL


600 Travis Street, Suite 7330


Houston, Texas 77002


 


April 21, 2014


 


Black Ridge Oil & Gas, Inc.


10275 Wayzata Blvd., Suite 310

Minnetonka, MN 55305

Attention: Mr. James Moe


 


 


Ladies and Gentlemen:


 


Reference is made to (a) that certain Credit
Agreement, dated as of August 8, 2013, among Black Ridge Oil & Gas, Inc., as borrower (the “Borrower”),
Chambers Energy Management, LP, as agent (“Agent”), and the lenders party thereto (as amended, supplemented
or otherwise modified, the “Credit Agreement”), and (b) that certain letter, dated as of March 7, 2014,
by the Borrower to Agent (the “Letter”). Each capitalized term used herein but not defined herein shall
have the meaning ascribed to such term in the Credit Agreement.


 


In the Letter, the Borrower requested that
the Lenders increase the Available Commitments in the amount of $5,000,000 (the “Increase”) pursuant
to Section 2.2(c) of the Credit Agreement. The undersigned Lenders hereby consent to the Increase. Notwithstanding Section 2.2(c)
of the Credit Agreement, the Borrower, the Lenders and Agent agree that the Increase shall be effective as of April 21, 2014.


 


In addition, the Borrower, the Lenders and
Agent hereby agree to make the following amendments to the Credit Agreement:


 


(a)The definition of “First Lien
Carve Out” appearing in Section 1.1 of the Credit Agreement is hereby amended by replacing each reference to “$18,000,000”
appearing therein with “$20,000,000”; and


 


(b)Section 9.2 of the Credit Agreement
is hereby amended by changing Agent’s notice information to the following:


 



 





	 	Agent:	Chambers Energy Management, LP
	 		600 Travis Street, Suite 4700
	 		Houston, TX 77002
	 		Attention:  Robert
    Finch
	 		Email: rfinch@chambersenergy.com
	 	 	 
	 	with a copy to (which copy	 
	 	shall not constitute notice): 	Cortland Capital Market Services LLC
	 	 	225 West Washington Street, Suite 2100
	 	 	Chicago, IL 60606
	 		Attention: Aslam A.Azeem
	 		Facsimile: (312) 376-0751
	 		Email: aslam.azeem@cortlandglobal.com
	 	 	 
	 	with a copy to (which copy	 
	 	shall not constitute notice):	Latham & Watkins LLP 
	 	 	811 Main Street, Suite 3700
	 	 	Houston, TX 77002
	 		Attention: J. Michael
    Chambers
	 		Facsimile:  (713)
    546-5401
	 		Email:
    michael.chambers@lw.com







 


[Signature pages follow]






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Very truly yours,.


 


CHAMBERS ENERGY CAPITAL II, LP,


By: CEC Fund II GP, LLC, as its general partner


as a Lender


 


 


By: /s/ J. Robert Chambers


Name: J. Robert Chambers


Title: Managing Director


 


 


 


CHAMBERS ENERGY CAPITAL II TE, LP,


By: CEC Fund II GP, LLC, as its general partner


as a Lender


 


 


By: /s/ J. Robert Chambers


Name: J. Robert Chambers


Title: Managing Director


 


 


 


CHAMBERS ENERGY MANAGEMENT, LP


as Agent


 


 


By: /s/ J. Robert Chambers


Name: J. Robert Chambers


Title: President and Chief Executive Officer


 


Acknowledged and Agreed:


 


BLACK RIDGE OIL & GAS, INC.


 


 


By: /s/ Kenneth DeCubellis


Name: Kenneth DeCubellis


Title: Chief Executive Officer


 



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