EXHIBIT
10.1

    


    SEVENTH
AMENDMENT TO

    TERM
CREDIT AGREEMENT

     

    THIS
SEVENTH AMENDMENT TO TERM CREDIT AGREEMENT (this “Seventh
Amendment”)
is entered into effective as the Seventh 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 Seventh 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, that certain
Third Amendment thereto dated May 8, 2009, that certain Fourth Amendment thereto
dated May 13, 2009, that certain Fifth Amendment thereto dated May 19, 2009,
that certain Sixth Amendment thereto dated May 21, 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 Seventh 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) June 3, 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:

     

    “Seventh
Amendment Closing Date” means May 27, 2009.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.    Conditions to Closing
Seventh Amendment.  Unless specifically waived in writing by
Lender, this Seventh 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
Seventh 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 Seventh Amendment, (b) this Seventh 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 Seventh Amendment to be effective and (d) the execution and delivery of
this Seventh Amendment does not violate its organizational
documents.  The representations and warranties made in this Seventh
Amendment shall survive the execution and delivery of this Seventh
Amendment.  No investigation by Lender is required for Lender to rely
on the representations and warranties in this Seventh Amendment.

    


    4.    Scope of Amendment;
Reaffirmation; Release.  All references to the Credit Agreement
shall refer to the Credit Agreement as amended by this Seventh
Amendment.  Except as affected by this Seventh 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 Seventh 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 Seventh 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
Seventh Amendment Closing Date.

    


    5.    Miscellaneous.

    


    (a)    No Waiver of
Defaults.  This Seventh 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 Seventh 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 Seventh Amendment must be in form and substance
satisfactory to Lender and its counsel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (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 Seventh
Amendment, including, without limitation, the reasonable fees and disbursements
of Lender’s counsel.

     

    (e)    Successors and
Assigns.  This Seventh 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 Seventh 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 Seventh 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 SEVENTH 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 Seventh 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.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

    


    
      	 
      	
              BORROWER:

            
	 
      	 
      
	 
      	
              RANCHER
      ENERGY CORP.,

            
	 
      	
              a
      Nevada corporation

            
	 
      	 
      
	 
      	
              By: 
      /s/ John
      Works                                   
      

            
	 
      	
              John
      Works

            
	 
      	
              President
      & Chief Executive Officer

            


    

    


    


     

    
      
        
        

      

      
        
          Signature
Page to the Seventh 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 Seventh Amendment to

            Term
Credit Agreement

          

          
            

          

        

        
          
          

        

      

      
 

    

    GUARANTOR’S
CONSENT AND AGREEMENT

    TO

    SEVENTH
AMENDMENT TO TERM CREDIT AGREEMENT

     

    Guarantor
executes this Seventh Amendment for purposes of acknowledging and agreeing to
the Credit Agreement, as amended by this Seventh 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 Seventh 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 Seventh Amendment to

            Term
Credit Agreement