Unassociated Document


    


     

    Exhibit
10.1

     

     

    AMENDMENT NO. 1
TO

     

     

    CONVERTIBLE
DEBENTURE

     

    THIS AMENDMENT NO. 1 TO CONVERTIBLE
DEBENTURE (this “Amendment”), is
entered into by and between TRIANGLE PETROLEUM
CORPORATION, a Nevada corporation (the “Company”), and
Centrum Bank AG (the “Holder”), as of
December 18, 2008.

     

    WHEREAS:

     

    A.           The
Company and the Holder are parties to that certain Securities Purchase
Agreement, dated December 28, 2005, (the “Purchase Agreement”),
pursuant to which the Company issued to the Holder a Convertible Debenture, due
December 28, 2008 in an aggregate principal amount of $2,500,000 (the “December Debenture”)
and a Convertible Debenture, due January 23, 2009 in an aggregate principal
amount of $2,500,000 (the “January Debenture”
and together with the December Debenture, the “Debentures”).

     

    B.           Simultaneously
with the execution of this Agreement, the following transactions are also taking
place: a) the Company is entering into an settlement agreement with the Holder,
pursuant to which the Holder has agreed to accept $3,250,000 from the Company
for the final settlement of the Debentures; b) the Company is entering into an
amendment agreement with the Holder, pursuant to which the conversion price of
convertible debentures issued pursuant to a securities purchase agreement dated
December 28, 2005 will be reduced to $1.40 and the Holder will convert
$1,750,000 of debentures and receive 1,250,000 shares of the Company’s common
stock; and c) the Company is entering into a settlement agreement with the
Holder for the settlement of the remaining convertible debentures issued to the
Holder.

     

    C.           As
of the date hereof, the outstanding value of the Debenture is $6,102,396, which
includes $5,000,000 in principal and $1,102,396 of accrued
interest.

     

    D.           The
parties to the Agreement now desire to amend certain provisions set forth in the
Debenture as more fully described herein.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Holder hereby agree as
follows:

     

    1.           AMENDMENT OF SECTION
2.1. Section 2.1 of the Debentures is hereby amended and replaced in its
entirety with the following:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    “2.1.          Optional
Conversion.  Subject to the terms of this Article II, the
Holder shall have the right, but not the obligation, at any time until the
Maturity Date, or thereafter during an Event of Default and to convert all or
any portion of the outstanding Principal Amount and/or accrued interest and fees
due and payable into fully paid and nonassessable shares of the Common Stock at
the Fixed Conversion Price. The shares of Common Stock to be issued upon such
conversion are herein referred to as the “Conversion
Shares.”  The “Fixed Conversion Price” shall
mean $1.40.”

     

    


    2.           CONVERSION
OF DEBENTURES.  Upon execution of this Agreement, Holder agrees to
immediately convert $1,750,000 of Debentures into 1,250,000 shares of the
Company’s common stock by executing the Notice of Conversion, in substantially
the same form as attached as Exhibit A
hereto

     

    3.           EFFECT
ON OTHER TERMS.  This Amendment shall be deemed effective as of
December 18, 2008.  All other terms set forth in the Debenture shall
remain unchanged and this Amendment and the Debenture shall be deemed a single
integrated agreement for all purposes.

     

    


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    IN WITNESS WHEREOF, the
parties have caused this Amendment No. 1 to Debenture to be duly executed as of
day and year first above written.

     

    
      
        
          	
                  TRIANGLE PETROLEUM
      CORPORATION

                   

                	 	 	 	 
	
                  By:
      /s/ MARK GUSTAFSON

                	 	 	
                   

                	 
	
                  Name:
      Mark Gustafson

                	 	 	
                   

                	 
	
                  Title:   Chief
      Executive Officer

                	 	 	
                   

                	 


        

      

    

     

    
      
        
          


          
            
              
                
                  	
                          CENTRUM
      BANK AG

                        	 
      
	 
      	 
      
	 
      	 
      
	By:
      /s/ JURG MUEHLETHALER
	
                           
      Jurg
      Muehlethaler

                        
	
                           
      Executive
      Director

                        


                

              

            

          

          


          


          
            
              
                
                  	By:
      /s/ DANIEL KIEBER
	
                           
      Daniel
      Kieber

                        
	
                           
      Associate
      Director

                        


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


     

    NOTICE OF
CONVERSION

     

    (To be
executed by the Holder in order to convert all or part of the
Debenture

    into
Common Stock)

    


    


    Centrum
Bank AG

    Kirchstrasse
3

    PO Box
1168

    FL – 9490
Vaduz

    Liechtenstein

     

    The
undersigned hereby converts $1,750,000 of the principal due on December 28, 2008
under the Convertible Debenture issued by Triangle Petroleum Corporation
(“Borrower”) dated as of December 28, 2005, as amended on December 18, 2008, by
delivery of shares of Common Stock of Borrower on and subject to the conditions
set forth in Article II of such Debenture.

     

    
      	
              1.

            	
              Date
      of Conversion

            	
              December
      18, 2008

            


    

     

    
      	
              2.

            	
              Shares
      To Be Delivered:

            	
              1,250,000

            


    

     

    
      
        
          	
                  CENTRUM BANK
      AG

                   

                	 	 	 	 
	
                  By:

                	 	 	 	 
	
                  Jurg
      Muehlethaler

                	 	 	 	 
	
                  Executive
      Director