AMENDMENT DATED JANUARY 31, 2017, TO THE SECOND AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

Exhibit 10.1

AMENDMENT DATED JANUARY 31, 2017, TO THE SECOND

AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED

PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between CATI Operating, LLC (“CATI”), as assignee of Xxxxx Energy, Inc. (“LEI”) [LEI is now known as Camber Energy, Inc.], and Xxxxxx X. Xxxxxx, an individual as her separate property (“Xxxxxx”), is entered into and made effective as of the 31st day of January, 2017, assuming all conditions described below are first met. This document is referred to as the “January 2017 Amendment.”

Recitals

On or about November 18, 2014, to be effective November 13, 2014, LEI and Xxxxxx entered into the Second Amended Letter Loan Agreement (“2d LLA”) and the Second Amended Promissory Note (“2d Note”). On August 12, 2015, LEI and Xxxxxx entered into an amendment to the 2d Note and 2d LLA extending the maturity date to September 13, 2015, and including other changes. On August 28, 2015, LEI and Xxxxxx entered into another amendment to the 2d Note and 2d LLA extending the maturity date to October 31, 2016, and including other changes. On or about December 14, 2015, LEI, Rogers, and CATI entered into several agreements under which LEI assigned all of its oil and gas properties and related rights to CATI and CATI became the assignee of LEI under the 2d LLA and the 2d Note (as well as the other Loan Documents). All references to the 2d LLA and the 2d Note include the August 12, 2015 and August 28, 2015, amendments and the December 14, 2015, amendments and assignments. On October 31, 2016, CATI and Xxxxxx entered into an agreement extending the maturity date of the 2d LLA and the 2d Note to January 31, 2017. CATI and Xxxxxx now desire to again extend the maturity date of the 2d LLA and the 2d Note in exchange for good and valuable consideration to Xxxxxx as set forth below.

Terms of January 2017 Amendment

In exchange for CATI’s immediate payments of the amount of $9,000.00 to Xxxxxx and $9,000.00 to Xxxxxxxxx Global Credit, LLC, CATI and Xxxxxx desire to amend the Maturity Date as that term is defined in the 2d LLA and the 2d Note (as previously amended) from January 31, 2017, to April 30, 2017. These payments shall be wired as instructed by counsel for Xxxxxx no later than 12:00 noon on Thursday, February 2, 2017. Upon receipt of both of these payments by the intended recipients, this January 2017 Amendment becomes effective and shall be effective retroactively to January 31, 2017. If these payments are not made by this deadline, this Amendment is void and of no force or effect.

All capitalized terms in this January 2017Amendment shall have the meaning given in this document, and if not defined in this document, they shall have the meaning given in the 2d LLA in its Schedule A entitled “Definitions.”

This January 2017Amendment is intended to be a part of the 2d LLA and the 2d Note (and all of the other Loan Documents) (as amended), effective as of January 31, 2017, assuming all payments described above have been timely made.

CATI and Xxxxxx have duly executed this January 2017 Amendment as of the dates set forth beside their respective signatures.

CATI and Xxxxxx agree that electronic signatures shall bind them to the same extent as an original signature. This January 2017 Amendment may be executed in multiple counterparts, which together create a single document.

CATI Operating, LLC

By Xxxxx Energy, Inc., its sole Member

By:	/s/ Xxxxxxx X. Xxxxxx		Date of Signature: February 1, 2017
	Xxxxxxx X. Xxxxxx, Chief Executive Officer
XXXXXX X. XXXXXX
/s/Xxxxxx X. Xxxxxx/by SEC			Date of Signature: February 1, 2017
Xxxxxx X. Xxxxxx
By Xxxxxx X. Xxxxxx as her attorney-in-fact

Amendment Dated January 31, 2017, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 Xxxxxx - CATI/February 1, 2017  Page 2 of 2