CHAMBERS ENERGY CAPITAL 600 Travis Street, Suite 7330 Houston, Texas 77002 April 21, 2014
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: ***@*** | ||
| 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: ***@*** | ||
| 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: ***@*** |
[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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