EXHIBIT 10.3


 





SIXTH AMENDMENT TO CREDIT AGREEMENT


 


THIS SIXTH AMENDMENT TO
CREDIT AGREEMENT (this “Sixth Amendment”) is dated and effective as of August 10, 2015 (the “Effective
Date”), by and between BLACK RIDGE OIL & GAS, INC., a Nevada corporation (the “Borrower”),
and CADENCE BANK, N.A., a national banking association (the “Lender”).


 


R E C I T A L S:


 


1.     The Borrower and the Lender have
heretofore entered into a Credit Agreement dated as of August 8, 2013, as amended by that First Amendment thereto dated December
13, 2013, as further amended by that Second Amendment thereto dated March 24, 2014, as further amended by that Third Amendment
thereto dated April 21, 2014, as further amended by that Fourth Amendment thereto dated September 11, 2014, and as further amended
by that Fifth Amendment thereto dated March 30, 2015 (as amended, the “Agreement”), pursuant to which the Lender
established in favor of the Borrower certain credit facilities and loans.


 


2.     The Borrower and the Lender desire
to amend the Agreement to (i) waive the Borrower’s compliance with and/or the testing of the minimum Collateral Coverage
Ratio requirement, the minimum Current Ratio requirement and the maximum Net Debt to EBITDAX ratio for the quarter ending June
30, 2015; and (ii) restate Section 11.22 of the Agreement.


 


NOW, THEREFORE, the parties
hereto, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound hereby, do hereby further
amend the Agreement and agree as follows:


 


A.     Defined Terms. Capitalized
terms used herein which are defined in the Agreement, are used herein with such defined meanings, as said definitions may be amended
by this Sixth Amendment.


 


1.     The following new definition is hereby
added to Section 1.1 of the Agreement:


 


“Sixth Amendment”
means that certain Sixth Amendment to Credit Agreement by and between Black Ridge Oil & Gas, Inc. and Cadence Bank, N.A., dated
August 10, 2015.


 


B.     Limited Waiver
of Current Ratio. Lender hereby waives the Current Ratio covenant requirement in Section 11.7(a) of the Agreement for the calendar
quarter ending June 30, 2015.


 


C.     Limited Waiver
of Net Debt to EBITDAX Ratio. Lender hereby waives the Net Debt to EBITDAX covenant requirement in Section 11.7(b) of the
Agreement for the calendar quarter ending June 30, 2015 only.


 






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D.     Limited Waiver of
Collateral Coverage Ratio. Lender hereby waives the Collateral Coverage Ratio covenant requirement in Section 11.7(e) of the
Agreement for the calendar quarter ending June 30, 2015.


 


E.     Restatement of
Section 11.22. Section 11.22 of the Agreement (as added pursuant to the Fourth Amendment) is hereby deleted in its entirety
and restated as follows:


 


Section 11.22 Incremental
Hedging. Borrower agrees to hedge pursuant to Hedging Agreements not less than eighty-five percent (85%) of its forecasted
proved developed producing (PDP) oil reserves for calendar years 2016, 2017 and 2018, at the strike prices indicated below or higher:


 


	
         

        Year
	
        Volume

        BBLS
	
        Strike

        $/BBL

	2016	18,000	$55.55
	2017	42,000	$57.95
	2018	96,000	$60.67


 


The required Hedging Agreements
are to be in place by 5:00 pm CST on July 24, 2015.


 


F.     Conditions
Precedent. The effectiveness of this Sixth Amendment shall be subject to the Lender’s satisfactory receipt of (i) a
signed original of this Sixth Amendment by Borrower, (ii) the consent of Chambers Energy Management, L.P., pursuant to Section
6.02 of the Chambers Intercreditor Agreement, to the changes to the Agreement contained in this Sixth Amendment, (iii) copies
of all other documents, instruments and certificates which the Lender or its counsel may reasonably request in connection herewith,
and (iv) all fees, charges and expenses which are due and payable under this Sixth Amendment. Lender reserves the right, in its
sole discretion, to waive one or both of the foregoing conditions precedent.


 


G.     Representations; No Default.
On and as of the date of this Sixth Amendment, and after giving effect to this Sixth Amendment, the Borrower confirms, reaffirms,
and restates the representations and warranties set forth in the Agreement and the Loan Documents; provided, that each reference
to the Agreement herein shall be deemed to include the Agreement as amended by this Sixth Amendment.


 


H.     Confirmation of Collateral Documents.
All of the liens, privileges, priorities and equities existing and to exist under and in accordance with the terms of the
Loan Documents are hereby renewed, extended and carried forward as security for all of the Loans and all other debts, obligations
and liabilities of the Borrower to Lender. More specifically, the Borrower hereby acknowledges and confirms that the Mortgage
and Security Agreement secure all present and future indebtedness of Borrower to Lender, including without limitation all of the
Loans. Further, the parties to this Sixth Amendment acknowledge that all Loans are cross-defaulted and cross-secured.


 






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I.     Payment of Expenses.
Borrower agrees to pay or reimburse the Lender for all legal fees and expenses of counsel to the Lender in connection with the
transactions contemplated by this Sixth Amendment.


 


J.     Amendments. There are no oral
agreements between the Lender and the Borrower. The Agreement, as amended by this Sixth Amendment, and the other Loan Documents
set forth the entire agreement of the parties with respect to the subject matter hereof and supersede all prior written and oral
understandings between the Borrower and the Lender with respect to the matters herein and therein set forth. The Agreement, as
amended by this Sixth Amendment, cannot be modified or amended except by a writing signed and delivered by the Borrower and the
Lender.


 


K.     Waiver of Defenses. In consideration
of the Lender’s execution of this Sixth Amendment, the Borrower does hereby irrevocably waive any and all claims and/or defenses
to payment on any indebtedness arising under the Agreement and owed by any of them to the Lender that may exist as of the date
of execution of this Sixth Amendment.


 


L.     Governing Law and Counterparts.
This Sixth Amendment shall be governed by and construed in accordance with the laws of the State of Texas. This Sixth Amendment
may be executed in any number of counterparts, all of which counterparts, when taken together, shall constitute one and the same
instrument.


 


M.     Continued Effect. Except as
expressly modified herein, the Agreement, as amended by this Sixth Amendment, shall continue in full force and effect. The Agreement,
as amended by this Sixth Amendment, is hereby ratified and confirmed by the parties hereto.


 


N.     Resolutions/Consents. The
Borrower hereby certifies to the Lender that all corporate resolutions and limited liability company member consents and appointments
previously delivered to Lender in connection with the Agreement remain in effect.


 


 


[Signatures on following page]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Sixth Amendment to Credit Agreement to be executed and delivered as of the date hereinabove
provided by the authorized officers each hereunto duly authorized.


 


	 	
        BORROWER:

         

        BLACK RIDGE OIL & GAS,
INC.

         

         

        By: /s/ Ken DeCubellis

        Name: Ken DeCubellis

        Title: Chief Executive
        Officer

         

         

	 	
        LENDER:

        CADENCE BANK, N.A.

         

         

        By: /s/ Eric Broussard

        Name: Eric Broussard

        Title: Executive Vice President

	 	 


 


 






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