EXHIBIT
10.1

    


    FIFTH
AMENDMENT TO

    TERM
CREDIT AGREEMENT

     

    THIS
FIFTH AMENDMENT TO TERM CREDIT AGREEMENT (this “Fifth
Amendment”)
is entered into effective as the Fifth 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 Fifth 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, 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 Fifth 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 21, 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:

     

    “Fifth
Amendment Closing Date” means May 19, 2009.

     

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

    


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

    


    5. Miscellaneous.

    


    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Headings.  The
headings and captions used in this Fifth Amendment are for convenience only and
will not be deemed to limit, amplify or modify the terms of this Fifth
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 Fifth
Amendment, including, without limitation, the reasonable fees and disbursements
of Lender’s counsel.

     

    (e) Successors and
Assigns.  This Fifth 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 Fifth 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 Fifth 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 FIFTH 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 Fifth 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 Fifth Amendment is executed as of the Fifth Amendment
Closing Date.

     

    
      	 	BORROWER:	 
	 	 	 
	 	RANCHER ENERGY
      CORP.,	 
	 	a
      Nevada corporation	 
	 	 	 	 
	
               

            	
              By:
      

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


    

     

    
      Signature
Page to the Fifth Amendment to

      Term
Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	LENDER:	 
	 	 	 
	 	GASROCK CAPITAL
      LLC,	 
	 	a
      Delaware limited liability company	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Scott W. Johnson	 
	 	 	Scott
      W. Johnson	 
	 	 	Principal	 
	 	 	 	 


    

    
       

      Signature
Page to the Fifth Amendment to

      Term
Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GUARANTOR’S
CONSENT AND AGREEMENT

    TO

    FIFTH
AMENDMENT TO TERM CREDIT AGREEMENT

     

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

      Term
Credit Agreement