Unassociated Document


    
      EXHIBIT
10.1

      


      


      THIRD
AMENDMENT TO

      TERM
CREDIT AGREEMENT

       

      THIS
THIRD AMENDMENT TO TERM CREDIT AGREEMENT (this “Third
Amendment”)
is entered into effective as the Third Amendment Closing Date (as defined below)
between RANCHER ENERGY
CORP., a Nevada corporation (“Borrower”),
and GASROCK CAPITAL LLC,
a Delaware limited liability company (“Lender”).  Capitalized
terms used but not defined in this Third Amendment have the meaning given them
in the Credit Agreement (as defined below).

       

      RECITALS

       

      A. Borrower
and Lender entered into that certain Term Credit Agreement dated as of October
16, 2007 (as amended by that certain First Amendment thereto dated October 22,
2008, that certain Second Amendment thereto dated April 30, 2009, and as
amended, restated or supplemented from time to time, the “Credit
Agreement”).

       

      B. Borrower
and Lender have agreed to amend the Credit Agreement, subject to the terms and
conditions of this Third Amendment.

       

      AGREEMENT

       

      NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the undersigned hereby agree as follows:

       

      
        1.  Specific Amendments to
Credit Agreement.

      

       

      Section 1.1, Defined
Terms, of the Credit Agreement is hereby amended by revising the
following definition in its entirety to read as follows:

       

      “Maturity Date” means
the earliest of (a) May 13, 2009, (b) the date on which all Obligations (other
than the obligations under any ORRI Conveyance and indemnity obligations and
similar obligations that expressly survive the termination of the Loan
Documents) have been paid in full and this Agreement has terminated, and (c) the
date on which Lender notifies Borrower of the acceleration of payments of all or
any portion of the Obligations based on the occurrence of an Event of
Default.

       

      Section 1.1, Defined
Terms, of the Credit Agreement is hereby amended by adding the following
definition in its proper alphabetical order thereto:

       

      “Third
Amendment Closing Date” means May 8, 2009.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Conditions to Closing Third
Amendment.  Unless specifically waived in writing by Lender,
this Third Amendment shall be effective once Lender shall have received the
following documentation, each in form and substance satisfactory to Lender and
its legal counsel, in their sole discretion:

      


      
        (a)  this
Third Amendment executed by Borrower and Lender; and

      

       

      
        (b)
such
other documents as Lender may reasonably request.

      

       

      3. Representations and
Warranties.  Borrower represents and warrants to Lender that
(a) it possesses all requisite power and authority to execute, deliver and
comply with the terms of this Third Amendment, (b) this Third Amendment has been
duly authorized and approved by all requisite corporate action on the part of
Borrower, (c) no other consent of any Person (other than Lender) is required for
this Third Amendment to be effective and (d) the execution and delivery of this
Third Amendment does not violate its organizational documents.  The
representations and warranties made in this Third Amendment shall survive the
execution and delivery of this Third Amendment.  No investigation by
Lender is required for Lender to rely on the representations and warranties in
this Third Amendment.

      


      4. Scope of Amendment;
Reaffirmation; Release.  All references to the Credit Agreement
shall refer to the Credit Agreement as amended by this Third
Amendment.  Except as affected by this Third Amendment, the Loan
Documents are unchanged and continue in full force and
effect.  However, in the event of any inconsistency between the terms
of the Credit Agreement (as amended by this Third Amendment) and any other Loan
Document, the terms of the Credit Agreement shall control and such other
document shall be deemed to be amended to conform to the terms of the Credit
Agreement.  Borrower hereby reaffirms its obligations under the Loan
Documents to which it is a party and agrees that all Loan Documents to which
they are a party remain in full force and effect and continue to be legal,
valid, and binding obligations enforceable in accordance with their terms (as
the same are affected by this Third Amendment).  Borrower hereby
releases Lender from any liability for actions or omissions (other than any
liability resulting from Lender’s gross negligence or willful misconduct) in
connection with the Credit Agreement and the other Loan Documents prior to the
Third Amendment Closing Date.

      


      
        5. Miscellaneous.

      

      


      (a) No Waiver of
Defaults.  This Third Amendment does not constitute (i) a
waiver of, or a consent to, (A) any provision of the Credit Agreement or any
other Loan Document not expressly referred to in this Third Amendment, or (B)
any present or future violation of, or default under, any provision of the Loan
Documents, or (ii) a waiver of Lender’s right to insist upon future compliance
with each term, covenant, condition and provision of the Loan
Documents.

       

      (b) Form.  Each
agreement, document, instrument or other writing to be furnished Lender under
any provision of this Third Amendment must be in form and substance satisfactory
to Lender and its counsel.

       

      (c) Headings.  The
headings and captions used in this Third Amendment are for convenience only and
will not be deemed to limit, amplify or modify the terms of this Third
Amendment, the Credit Agreement, or the other Loan Documents.

       

      
        
          
          

        

        
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      (d) Costs, Expenses and
Attorneys’ Fees.  Borrower agrees to pay or reimburse Lender on
demand for all its reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation, and execution of this Third
Amendment, including, without limitation, the reasonable fees and disbursements
of Lender’s counsel.

       

      (e) Successors and
Assigns.  This Third Amendment shall be binding upon and inure
to the benefit of each of the undersigned and their respective successors and
permitted assigns.

       

      (f) Multiple
Counterparts.  This Third Amendment may be executed in any
number of counterparts with the same effect as if all signatories had signed the
same document.  All counterparts must be construed together to
constitute one and the same instrument.  This Third Amendment may be
transmitted and signed by facsimile or portable document format
(PDF).  The effectiveness of any such documents and signatures shall,
subject to applicable law, have the same force and effect as manually-signed
originals and shall be binding on Borrower and Lender.  Lender may
also require that any such documents and signatures be confirmed by a
manually-signed original; provided that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
or PDF document or signature.

       

      (g) Governing
Law.  THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS MUST BE
CONSTRUED, AND THEIR PERFORMANCE ENFORCED, UNDER TEXAS LAW.

       

      (h) Arbitration.  Upon
the demand of any party to this Third Amendment, any dispute shall be resolved
by binding arbitration as provided for in Section
12.1 of the Credit Agreement.

       

      (i) Entirety.  The
Loan Documents (as amended hereby) Represent the Final Agreement Between
Borrower and Lender and May Not Be Contradicted by Evidence of Prior,
Contemporaneous, or Subsequent Oral Agreements by the Parties.  There
Are No Unwritten Oral Agreements among the Parties.

       

      


      


      [Signatures
appear on the next page.]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, this Third Amendment is executed as of the Third Amendment
Closing Date.

       

       

      
        
          	 	

                  BORROWER:

                   

                  RANCHER ENERGY
      CORP.,

                  a Nevada
      corporation

                	 
	 	
                   

                	 	 
	
                   

                	
                  By:
      

                	/s/ John Works 	 
	 	 	John
      Works	 
	 	 	President
      & Chief Executive Officer	 
	 	 	 	 


        

         

      

      
        
          
          

        

        
          
            Signature
Page to the Third Amendment to

            Term
Credit Agreement

          

          
            

          

        

        
          
          

        

      

      


      
        
          	 	

                  LENDER:

                  


                  GASROCK CAPITAL
      LLC,

                  a
      Delaware limited liability company

                	 
	
                   

                	 	 	 
	
                   

                	
                  By:
      

                	/s/ Marshall
      Lynn Bass	 
	 	 	Marshall
      Lynn Bass	 
	 	 	Principal	 
	 	 	 	 


        

         

        
          
            
            

          

          
            
              Signature
Page to the Third Amendment to

              Term
Credit Agreement

            

            
              

            

          

          
            
            

          

        

      

      
      

      GUARANTOR’S
CONSENT AND AGREEMENT

      TO

      THIRD
AMENDMENT TO TERM CREDIT AGREEMENT

       

      Guarantor
executes this Third Amendment for purposes of acknowledging and agreeing to the
Credit Agreement, as amended by this Third Amendment, and hereby expressly
ratifies and confirms its liability under its Guaranty dated October 16, 2007
executed in favor of Lender and confirms that such liability continues in full
force and effect with respect to the indebtedness of Borrower covered by the
Credit Agreement, as amended by this Third Amendment, as same may be further
restated, amended, modified, renewed, or rearranged from time to
time.

       

      
        
          	 	

                  RANCHER
      ENERGY WYOMING, LLC

                  a
      Wyoming limited liability company

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	RANCHER ENERGY
      CORP.,	 
	 	 	its
      sole Manager	 
	 	 	 	 
	 	By:
      	/s/
      John Works 	 
	 	 	John
      Works	 
	 	 	President & Chief Executive
      Officer	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          
            Signature
Page to the Third Amendment to

            Term
Credit Agreement