Unassociated Document


    Exhibit
10.2

     

     

    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 Bank
Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd (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 Centrum Bank AG (“Centrum”), 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 Centrum 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 Centrum for the settlement of the remaining convertible
debentures  issued to Centrum.

     

    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.

     

    4.           The
Company hereby acknowledges and agrees that, notwithstanding anything to the
contrary contained herein, each and all of the representation, warranties,
covenants, undertakings and agreements herein made (collectively, the
“Representations”) were made by the Holder as custodian on behalf of clients.
Each and every one of the Representations made by the Holder as custodian on
behalf of clients are made and intended not as Representations by the Bank or
for the purpose or with the intention of binding the Holder, but are made on
behalf of the clients of the Holder. In the case of damages that may be incurred
by the Company in connection with any inaccuracy regarding any Representations
contained herein, the Company hereby acknowledges and agrees that it will not
claim or assert any claim against the Holder for any money damages or other
remedies in any action and the Company hereby specifically waives the right to
any money damages or other remedies from the Holder in connection with any
Representation made herein.

     

    


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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

              	 	 	
                 

              	 


      

    

     

    
      
        
          	
                  BANK
      SAL. OPPENHEIM JR. & CIE., (SWITZERLAND) LTD

                	 
      
	 
      	 
      
	 
      	 
      
	
                  By:
      /s/ URS
FRICKER

                	 
      
	
                  Urs
      Fricker

                	 
      
	
                  Director

                	 
      


        

      

      


      


      
        
          	
                  By:
      /s/ BRUNO
      ACHERMANN

                	 
      
	
                  Bruno
      Achermann

                	 
      
	
                  Assistant
      VP

                	 
      


        

      

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


     

    NOTICE OF
CONVERSION

     

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

     

    into
Common Stock)

    


    


    Bank Sal.
Oppenheim Jr. & Cie., (Switzerland) Ltd

    Uraniastrasse
28

    CH – 8022
Zurich, Switzerland

     

    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

            


    

    


    
      
        
           

        

      

      
        
          	
                  BANK SAL. OPPENHEIM JR. &
      CIE., (SWITZERLAND) LTD

                   

                	 	 	 	 
	
                  By:
      

                	 	 	
                   

                	 
	
                  Name:  Urs
      Fricker

                	Bruno
      Achermann	 	
                   

                	 
	
                  Title:     Director   

                	Assistant
      VP