EXHIBIT
10.1

    


    EIGHTH
AMENDMENT TO

    TERM
CREDIT AGREEMENT

     

    THIS
EIGHTH AMENDMENT TO TERM CREDIT AGREEMENT (this “Eighth
Amendment”)
is entered into effective as the Eighth 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 Eighth 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, that certain Seventh
Amendment thereto dated May 27, 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 Eighth 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 definitions in their entirety to read as follows:

     

    “Default Rate” means
the lesser of (a) the
applicable Interest Rate, plus 2% per annum and (b) the
Maximum Rate.

     

    “Defensible Title”
means with respect to the Properties, such title that: (a) with regard to
Leasehold Interests (i) with respect to each Well or Unit located on or pooled
with the Leases entitles Borrower to receive, free and clear of all royalties,
overriding royalties and net profits interests (except the ORRI and the NPI), or
other burdens on or measured by production of Hydrocarbons, not less than the
Net Revenue Interests of Borrower reflected on Exhibit A
for such Wells or Units for the productive life of such Well or Unit (subject
only to the Permitted Encumbrances); and (ii) with respect to each Well or Unit
located on or pooled with the Leases obligates Borrower to bear costs and
expenses relating to the maintenance, development and operation of such Well or
Unit in an amount not greater than the Working Interests reflected on Exhibit A
for the productive life of such Well or Unit free and clear of any Lien
(subject only to Permitted Encumbrances), and (b) with regard to Fee
Interests, entitles Borrower to receive production of Hydrocarbons equal to the
undivided fee interest owned by Borrower as reflected on Exhibit A.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Interest Rate” means
the lesser of (a) the
Maximum Rate and (b) the greater of (i) the LIBOR Rate
plus the LIBOR Margin,
and (ii) a fixed annual rate of 16%.

     

    “Loan Documents” means
this Agreement, the Note, each ORRI Conveyance, each NPI Conveyance, each
Mortgage, the Security Agreement, the Guaranty, the Letters in Lieu, the Notices
of Assignment of Proceeds, the Deposit Account Control Agreement, Permitted Swap
Agreements, the Intercreditor Agreement, each Pledge Agreement and all other
security agreements, deeds of trust, mortgages, chattel mortgages, pledges,
guaranties, financing statements, continuation statements, extension agreements
and other agreements or instruments, in as many counterparts as Lender may
require, now, heretofore or hereafter delivered by Borrower to Lender in
connection with this Agreement or any transaction contemplated hereby to secure
or guarantee the payment of any part of the Obligations.

     

    “Maturity Date” means
the earliest of (a) October 15, 2009, (b) the date on which all Obligations
(other than the obligations under any ORRI Conveyance, NPI 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
definitions in their proper alphabetical order thereto:

     

    “Net Profit Interest”
and “NPI”
means, with respect to each of the Properties, a net profits interest equal to
ten percent (10%), all in accordance with the terms of Section
8.7 and of the NPI Conveyance.

     

    “NPI Conveyance” means
each net profits interest conveyance in form and substance reasonably acceptable
to Lender pursuant to which the Borrower from time to time on and after the
Eighth Amendment Closing Date conveys to Lender the Net Profit Interest as
required under Section
8.7, as the same may be amended, restated or supplemented from time to
time in writing by the parties thereto.

     

    “Eighth Amendment Closing
Date” means June 3, 2009.

     

    Section 2.2(a), is
hereby deleted in its entirety and replaced with the following:

     

    “(a)  While
no Event of Default exists, the outstanding Principal Amount shall accrue
interest at an annual rate equal to the Interest Rate; provided, however, notwithstanding
anything to the contrary set forth in Section
2.6(b), that for each Repayment Date during the period beginning on the
Fourth Amendment Closing Date and ending on the Maturity Date, 4% of the
applicable Interest Rate shall be capitalized so that it is added to and becomes
part of the Principal Amount in lieu of repayment in cash as set forth in Section
2.6(b). While an Event of Default exists (either before or after
acceleration), the outstanding Principal Amount shall accrue interest at an
annual rate equal to the Default Rate.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section 2.4(a), is
hereby amended to delete the first sentence thereof and to replace it with the
following:

     

    “Borrower
may prepay the Principal Amount in whole (and terminate this Agreement pursuant
to Section
11.8) or in part, at any time, without penalty and without premium, provided that (i) Borrower
shall give Lender at least 3 Business Days’ prior written notice of such
prepayment, (ii) Borrower shall pay all accrued and unpaid interest on the
amount of principal being prepaid, and (iii) Borrower shall have granted to
Lender any ORRI Conveyance or any NPI Conveyance which Lender is entitled to
receive but which Borrower has not yet granted.”

     

    Section 2.4(b)(ii),
is hereby deleted in its entirety and replaced with the following:

     

    “(ii)  Borrower
shall use 100% of all insurance proceeds to promptly acquire new or replacement
assets which are contemporaneously subjected to a first priority Lien in favor
of Lender on terms satisfactory to Lender and its counsel, provided, that, if
(i) an Event of Default exists when Borrower receives such proceeds, or
(ii) Borrower has not acquired such replacement assets within 90 days after
its receipt of such proceeds, then, in each case, Borrower shall deliver such
proceeds to Lender and such amount shall be applied to reduce the Principal
Amount. Borrower agrees to promptly execute and deliver to Lender a Mortgage and
any other Security Documents described in Section 6.1
to grant Lender, a first priority lien, subject only to the Permitted
Encumbrances, in any such replacement property, and further agrees that if such
property is a replacement Oil and Gas Property not previously subject to an ORRI
or an NPI, to promptly execute and deliver an ORRI Conveyance or NPI Conveyance
to Lender on the Business Day following Borrower’s acquisition of such
property.”

    


    Section 2.5, Commencement of
ORRI, is hereby deleted in its entirety and replaced with the
following:

    


    “Section 2.5 Commencement
of ORRI and NPI.

     

    
      	
               
      

            	
              (a)

            	
              The
      ORRI will be effective with respect to that portion of the Hydrocarbons
      produced from or attributable to the Properties from and after the first day of the
      month in which the Closing Date occurs, as more particularly described in
      the ORRI Conveyance and Section
      8.4.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      NPI will be effective with respect to that portion of the Hydrocarbons
      produced from or attributable to the Properties from and after the Eighth
      Amendment Closing Date, and as more particularly described in the NPI
      Conveyance and Section
      8.7.”

            


    

    


    Section 4.1(j)(iii)
is hereby deleted in its entirety and replaced with the following:

     

    “(iii)  Subject
to Permitted Encumbrances, (A) Borrower will have all legal and beneficial
rights, title and interest in and to all production from or allocable to its Net
Revenue Interest and other Hydrocarbon Interests in the Properties and have the
exclusive right to sell the same subject to the ORRI and the NPI, and (B)
Borrower will have good and Defensible Title to the Properties, the Equipment
and to its other properties and assets.”

    


    Section 6.1(b), is
hereby deleted in its entirety and replaced with the following:

     

    “(b)  Any
time Borrower obtains any new Property after the Closing Date, Borrower agrees
to promptly execute and deliver to Lender, (i) a Mortgage and any other Security
Documents to grant Lender a first priority Lien (subject only to the Permitted
Encumbrances) on such Property, and (ii) an ORRI Conveyance and NPI Conveyance
as required under Sections 8.4
and 8.7,
respectively.”

     

    Section 7.1(c), is
hereby amended to add the following new subpart (viii) to the end
thereof:

     

    “(viii)                      Within
3 Business Days after the end of each month, an unaudited report, reasonably
acceptable to Lender in its sole discretion, setting out Borrower’s aged
payables as of the end of such month.”

     

    Section 7.1(j)(ii),
is hereby deleted in its entirety and replaced with the following:

     

    “(ii)  For
Borrower-operated Properties, Borrower shall (A) use commercially reasonable
efforts as a prudent operator to keep and perform all of the terms, conditions
and covenants of the Leases constituting Properties which are to be kept and
performed by the lessee for the benefit of Lender and the holder of the ORRI and
the NPI, and (B) act as a prudent operator in an effort to identify and prevent
the occurrence of any drainage of Hydrocarbons from the Properties, other than
in the ordinary course of operations in accordance with industry practice and
procedure.”

    


    Section 7.1, is
hereby amended to add the following new subsections (r) and (s) to the end
thereof:

     

    “(r)  Weekly
Conference.  Borrower shall hold a weekly teleconference with
Lender at a mutually acceptable time at which time Borrower will provide a
detailed analysis, among other things, of its capital-raising activities and
such other operations and activities of Borrower, all as Lender may in its sole
discretion request.”

     

    “(s)  Supplemental Title
Opinions.  Borrower will deliver to Lender, within 60 days
after the Eighth Amendment Closing Date, supplemental Title Opinions that are
satisfactory to Lender covering the Hydrocarbon Interests comprising 80% of the
PW10 of Borrower’s Proved Developed Producing Reserves in the Properties and 80%
of the PW10 of Borrower’s other Proved Reserves in the Properties, in each case,
subject only to the NPI.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 8.5, is
hereby intentionally deleted in its entirety and replaced with the
following:

     

    “Section 8.5.  [This Section is Intentionally
Deleted.]”

     

    ARTICLE VIII, Further Rights
of Lender, is hereby amended to add the following new Section 8.7
thereto:

     

    “Section 8.7.  Net
Profit Interest.

     

    (a)           On
the Eighth Amendment Closing Date, Borrower shall execute and deliver to Lender
a NPI Conveyance granting to Lender a Net Profit Interest in and to the
Properties described on Exhibit A
equal to ten percent (10.0%), as more particularly described in the NPI
Conveyance.

    


    (b)           After
the Eighth Amendment Closing Date, Borrower shall grant to Lender a Net Profits
Interest, in and to each Property acquired by Borrower during the term of this
Agreement or so long as the Obligations remain outstanding (other than the
obligations under any ORRI Conveyance, NPI Conveyance and indemnity obligations
and similar obligations that expressly survive the termination of the Loan
Documents), equal to ten percent (10.0%).

    


    (c)  Borrower
shall have the right to purchase from Lender either (i) for the period beginning
on the Eighth Amendment
Closing Date and ending on August 7, 2009, two-thirds (2/3rd), but
not less, of the Net Profits Interest granted by Borrower to Lender pursuant to
the NPI Conveyance for the sum of $2,000,000 in cash or (ii) solely to the
extent Borrower has not exercised its rights under (i) immediately above, for
the period beginning August 8, 2009 and ending on the October 15, 2009,
one-third (1/3rd), but
not less, of the Net Profits Interest granted by Borrower to Lender pursuant to
the NPI Conveyance for the sum of $1,333,333 in cash.  Either such
purchase and sale shall be without representation or warranty from Lender or and
any such conveyance instrument shall otherwise be on terms satisfactory to
Lender.

    


    (d)  Borrower
shall exercise the right to repurchase the NPI by giving Lender written notice
thereof and delivering concurrently with such notice, the purchase price (as
determined in accordance with subsection (c) above) in immediately available
funds.

    


    (e)  Lender
shall deliver to Borrower a conveyance instrument, in form and substance
reasonably acceptable to Lender, of the repurchased NPI (as determined in
accordance with subsection (c) above) within fifteen (15) days after Lender’s
receipt of the purchase price.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f)  Once
this Agreement has terminated and no Obligations remain outstanding (other than
the obligations under any ORRI Conveyance, NPI Conveyance and indemnity
obligations and similar obligations that expressly survive the termination of
the Loan Documents), Lender covenants and agrees to file of record an amendment
to the NPI Conveyance to amend the definition of “Gross Proceeds” to exclude
from the calculation thereof any gains realized under any financially settled
hedge transactions in relation to the Subject Hydrocarbons (as defined in the
NPI Conveyance).

    


    (g)  In
the event that Lender has and intends to take the opportunity to sell all or any
portion of the NPI granted to it pursuant to the NPI Conveyance during the
period beginning on the Eighth Amendment Closing Date and ending on October 15,
2009, Lender agrees to give Borrower at least thirty (30) days written notice of
any such potential sale.  Furthermore, during the period beginning on
the Eighth Amendment Closing Date and ending on October 15, 2009 Lender shall
give notice to any such potential buyer that Borrower has an existing right to
repurchase a portion of the NPI pursuant to this Agreement.”

    


    Section 9.3(g), is
hereby deleted in its entirety and replaced with the following:

     

    “(g)  Lender
shall have received a fully executed and notarized ORRI Conveyance and NPI
Conveyance and Borrower is obligated to grant such ORRI Conveyance under Section
8.4 and such NPI Conveyance under Section
8.7; and”

     

    Section 10.1(1)(vii),
is hereby deleted in its entirety and replaced with the following:

     

    “(vii)  fails
to perform its obligations under the ORRI Conveyance, the NPI Conveyance, or any
Permitted Swap Agreement and such failure continues beyond any applicable grace
period set out therein; or”

    


    Schedule 4.1(h),
Litigation, is hereby deleted in its entirety and replaced with the Schedule 4.1(h)
attached hereto.

    


    2.           Global Amendments to Credit
Agreement.  All references in the Credit Agreement to (i)
“other than the obligations under any ORRI Conveyance and indemnity obligations
and similar obligations that expressly survive the termination of the Loan
Documents” and (ii) “other than the ORRI Conveyance,” are hereby amended,
respectively, to read as read as follows: (i) “other than the obligations under
any ORRI Conveyance, NPI Conveyance and indemnity obligations and similar
obligations that expressly survive the termination of the Loan Documents” and
(ii) “other than the ORRI Conveyance and the NPI Conveyance.”

     

    3.           Other
Amendments.  Lender shall have the right to request Borrower to
liquidate any transactions under that certain ISDA Master Agreement dated
October 16, 2007 between Borrower and BP Corporation North America Inc. (the
“BP
ISDA”) relating to the months of September 2009, October 2009, and any
other months following the Maturity Date.  Within five (5) Business
Days of Lender’s written request, Borrower hereby agrees to (i) liquidate any
transactions under BP ISDA relating to the months of September 2009, October
2009, and any other months following the Maturity Date and (ii) immediately pay,
or cause to be paid, to Lender for deposit into the Lender Account any and all
such proceeds.  Lender shall have the right, in its sole discretion,
to approve the terms of any such liquidation.  Such proceeds shall
constitute Interest Reserves and shall be applied and withdrawn by Lender from
the Lender Account as more particularly set forth in Section
2.6 of the Credit Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           Agreement Regarding
NPI.  Solely for the purposes of the execution of this Eighth
Amendment, Borrower and Lender hereby acknowledge and agree that the current
value of the Net Profits Interest, as of the Eighth Amendment Closing Date, is
$400,000.

     

    5.           Certain
Waiver.  Lender hereby grants a waiver of Borrower’s compliance
with (i) the Loan to Value Ratio, as provided in Section
7.2(r)(ii) of the Credit Agreement for the period beginning on March 31,
2009 and ending on the Maturity Date, (ii) the Projected Net Revenue 48 month
test set forth in Section
10.1(b) of the Credit Agreement, for the period beginning on March 31,
2009 and ending on the Maturity Date and (iii) Section
5.1(d) of the Credit Agreement but only in regard to Borrower’s notice to
Lender of the February - June 2009 Cutler Matters (as defined on Schedule
4.1(h) attached hereto); provided, however, such limited waiver
does not indicate an intent to establish any course of dealing between Lender
and Borrower with regard to future consents or waivers that may be requested and
such waiver should not be construed as an indication that Lender would be
willing to agree to any further or future agreements, waivers, consents or any
modifications to any of the terms of the Credit Agreement or other Loan
Documents.

     

    6.           Conditions
to Closing Eighth Amendment.  Unless specifically waived in writing by
Lender, this Eighth 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
      Eighth Amendment executed by Borrower and
  Lender;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      NPI Conveyance executed by Borrower and
Lender;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notice
      of Assignment of Proceeds executed by Borrower and Lender and addressed to
      BP Corporation North America Inc., as an Approved Counterparty under the
      BP ISDA;

            


    

     

    
      	
               
      

            	
              (d)

            	
              written
      opinion of Borrower’s counsel addressing the NPI Conveyance executed by
      Borrower and such other matters as Lender reasonably requests, in form and
      substance reasonably acceptable to Lender and its legal
      counsel;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      certificate of the secretary or assistant secretary of Borrower dated as
      of the Eighth Amendment Closing Date, certifying (i) the incumbency of its
      officers executing this Eighth Amendment, the NPI Conveyance and any other
      documents required hereby, and (ii) resolutions adopted by the Governing
      Body of Borrower authorizing Borrower’s execution and delivery of this
      Eighth Amendment, the NPI Conveyance and all other documents and
      instruments contemplated by this Eighth Amendment to which it is a party;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              such
      other documents as Lender may reasonably
  request.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.           Representations and
Warranties.  Upon execution, delivery and effectiveness of this
Eighth Amendment, 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 Eighth Amendment, (b) this Eighth 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 Eighth Amendment to be effective, (d) the execution and delivery of this
Eighth Amendment does not violate its organizational documents, (e) the
representations and warranties in each Loan Document to which it is a party are
true and correct in all material respects on and as of the date of this Eighth
Amendment as though made on the date of this Eighth Amendment (except to the extent that
such representations and warranties speak to a specific date), (f) it is in full
compliance with all covenants and agreements contained in each Loan Document to
which it is a party, (g) no Default or Event of Default has occurred and is
continuing, and (h) no exhibit or schedule to the Credit Agreement is required
to be supplemented, amended or modified in connection with the transactions
contemplated by this Eighth Amendment or any other matters occurring prior to
the Eighth Amendment Closing Date.  In particular, but without
limiting the generality of the foregoing, Exhibit A attached to the Credit
Agreement as amended by this Eighth Amendment or any prior amendment describes
all of Borrower’s Properties.  The representations and warranties made
in this Eighth Amendment shall survive the execution and delivery of this Eighth
Amendment.  No investigation by Lender is required for Lender to rely
on the representations and warranties in this Eighth Amendment.

    


    8.           Covenants with Respect to
Swap Transactions.  During the term of the Credit Agreement or
so long as the Obligations remain outstanding (other than the obligations under
any ORRI Conveyance, NPI Conveyance and indemnity obligations and similar
obligations that expressly survive the termination of the Loan Documents),
Borrower covenants and agrees, promptly (but in any event, within 60 days) after
Lender’s request, to enter into amendments to the Credit Agreement, the
Intercreditor Agreement, the Permitted Swap Agreements and other documents, and
also enter into an agreement with the Swap Consultant (defined below), to the
extent necessary and in order to effect the following:

    


    (a)           to
grant Lender and an Approved Counterparty the right to novate, amend or
supplement, or otherwise replace, with similar or different types of hedging
transactions, any hedging transaction under a Permitted Swap Agreement,
including without limitation (i) purchasing put contracts or other
single-premium hedging contracts and (ii) replacing Borrower with Lender as a
party under a Permitted Swap Agreement as a novation transaction (collectively,
“Permitted
Swap Amendment Documents”);

     

    (b)           to
grant Lender and an Approved Counterparty the right to enter into any Permitted
Swap Amendment Documents;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           to
grant Lender the right to receive all settlement proceeds directly from an
Approved Counterparty;

     

    (d)           to
grant Lender the right to enter into put contracts with an Approved Counterparty
purchased with (i) settlement proceeds paid in connection with any of the
Permitted Swap Amendment Documents, (ii) in accordance with Section
2.6(b) of the Credit Agreement, any Net Revenue remaining in the Lender
Account or (iii) an additional advance from Lender which would then be added to
the Principal Amount; provided, however, such
contracts shall be limited as follows: (y) the cost to purchase any such put
contracts shall be limited to an amount equal to 15% of the Principal Amount and
(z) the volumes covered by such purchased put contracts (when aggregated with
volumes currently covered by Borrower’s then-existing hedging transactions under
Permitted Swap Agreements) shall be limited to 75% of Borrower’s Net Revenue
Interest share of the Proved Developed Producing Reserves;

     

    (e)           to
cause Borrower to hire a consultant reasonably selected by Lender and Borrower
to provide consulting services (the “Swap
Consultant”) to Borrower in connection with its hedging strategies
required under the Credit Agreement;

     

    (f)           to
cause Borrower to meet with Lender and the Swap Consultant from time to time to
implement recommended hedging transactions;

     

    (g)           to
make all payments due to the Swap Consultant or an Approved Counterparty in
connection with Permitted Swap Amendment Documents which are unpaid part of the
Obligations;

     

    (h)           to
prohibit Borrower from liquidating, entering into an offsetting transaction,
terminating any Permitted Swap Agreement or any transaction thereunder or
forgiving the obligation of any Approved Counterparty, without the consent of
Lender; and

     

    (i)           to
grant Lender the right to complete any blanks and exhibits in connection any
Permitted Swap Amendment Documents contemplated in this Section 8
that were not completed at the time of execution.

     

    Borrower
hereby agrees that the obligations under this Section 8
shall be for all purposes an affirmative covenant under Section
7.1 of the Credit Agreement.

     

    9.           Scope of Amendment;
Reaffirmation; Release.  All references to the Credit Agreement
shall refer to the Credit Agreement as amended by this Eighth
Amendment.  Except as affected by this Eighth 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 Eighth 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 Eighth Amendment).  Borrower hereby releases Lender
from any liability for actions or omissions in connection with the Credit
Agreement and the other Loan Documents prior to the Eighth Amendment Closing
Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10.           Miscellaneous.

    


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

     

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

     

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

     

     

    
      
        
          
            	 	BORROWER:	 
	 	 	 
	 	
                    RANCHER
      ENERGY CORP.,

                    a Nevada corporation

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

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


          

        

      

    

     

    
      
         

      

      
        
          Signature
Page to the Eighth 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 Eighth Amendment to

          Term
Credit Agreement

        

        
          

        

      

      
         

      

    

     

    GUARANTOR’S
CONSENT AND AGREEMENT

    TO

    EIGHTH
AMENDMENT TO TERM CREDIT AGREEMENT

     

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