(Multicurrency
      — Cross Border)

    


    ISDA
      Ò

    International
      Swap Dealers Association, Inc.

    


    MASTER
      AGREEMENT

    dated
      as
      of October
      16, 2007

     

    
      
        	
                BP
                  CORPORATION NORTH AMERICA INC.

              	
                and

              	
                RANCHER
                  ENERGY CORP.

              
	
                (Party
                  A)

              	 	
                (Party
                  B)

              


      

    

     

    have
      entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
      includes the schedule (the “Schedule”), and the documents and other confirming
      evidence (each a “Confirmation”) exchanged between the parties confirming those
      Transactions.

    


    Accordingly,
      the parties agree as follows: 

    


    1.     Interpretation

    


    (a)     Definitions.
      The
      terms defined in Section 14 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement.

    


    (b)     Inconsistency.
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purpose of the relevant Transaction.

    


    (c)     Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as this “Agreement”), and the parties would not otherwise enter into
      any Transactions.

    


    2.     Obligations

    


    (a)     General
      Conditions.

    


    (i)
      Each
      party will make each payment or delivery specified in each Confirmation to
      be
      made by it, subject to the other provisions of this Agreement.

    


    (ii)
      Payments under this Agreement will be made on the due date for value on that
      date in the place of the account specified in the relevant Confirmation or
      otherwise pursuant to this Agreement, in freely transferable funds and in the
      manner customary for payments in the required currency. Where settlement is
      by
      delivery (that is, other than by payment), such delivery will be made for
      receipt on the due date in the manner customary for the relevant obligation
      unless otherwise specified in the relevant Confirmation or elsewhere in this
      Agreement.

    


    (iii)
      Each obligation of each party under Section 2(a)(i) is subject to (1) the
      condition precedent that no Event of Default or Potential Event of Default
      with
      respect to the other party has occurred and is continuing, (2) the condition
      precedent that no Early Termination Date in respect of the relevant Transaction
      has occurred or been effectively designated and (3) each other applicable
      condition precedent specified in this Agreement.

     

    Copyright
      Ó
      1992
      by
      International Swap Dealers Association, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)     Change
      of Account.
      Either
      party may change its account for receiving a payment or delivery by giving
      notice to the other party at least five Local Business Days prior to the
      scheduled date for the payment or delivery to which such change applies unless
      such other party gives timely notice of a reasonable objection to such
      change.

    


    (c) 
Netting.
      If on
      any date amounts would otherwise be payable: 

    


    (i)
      in
      the same currency; and

    


    (ii)
      in
      respect of the same Transaction,

    


    by
      each
      party to the other, then, on such date, each party’s obligation to make payment
      of any such amount will be automatically satisfied and discharged and, if the
      aggregate amount that would otherwise have been payable by one party exceeds
      the
      aggregate amount that would otherwise have been payable by the other party,
      replaced by an obligation upon the party by whom the larger aggregate amount
      would have been payable to pay to the other party the excess of the larger
      aggregate amount over the smaller aggregate amount.

    


    The
      parties may elect in respect of two or more Transactions that a net amount
      will
      be determined in respect of all amounts payable on the same date in the same
      currency in respect of such Transactions, regardless of whether such amounts
      are
      payable in respect of the same Transaction. The election may be made in the
      Schedule or a Confirmation by specifying that subparagraph (ii) above will
      not
      apply to the Transactions identified as being subject to the election, together
      with the starting date (in which case subparagraph (ii) above will not, or
      will
      cease to, apply to such Transactions from such date). This election may be
      made
      separately for different groups of Transactions and will apply separately to
      each pairing of Offices through which the parties make and receive payments
      or
      deliveries.

    


    (d)     Deduction
      or Withholding for Tax.

    


    (i)
      Gross-Up.
      All
      payments under this Agreement will be made without any deduction or withholding
      for or on account of any Tax unless such deduction or withholding is required
      by
      any applicable
      law,
      as modified
      by the practice of any relevant governmental revenue authority, then in effect.
      If a party is so required to deduct or withhold, then that party (“X”) will:


    


    (1)
      promptly notify the other party (“Y”) of such requirement;

    


    (2)
      pay
      to the relevant authorities the full amount required to be deducted or withheld
      (including the full amount required to be deducted or withheld from any
      additional amount paid by X to Y under this Section 2(d)) promptly upon the
      earlier of determining that such deduction or withholding is required or
      receiving notice that such amount has been assessed against Y;

    


    (3)
      promptly forward to Y an official receipt (or a certified copy), or other
      documentation reasonably acceptable to Y, evidencing such payment to such
      authorities; and

    


    (4)
      if
      such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
      Y is otherwise entitled under this Agreement, such additional amount as is
      necessary to ensure that the net amount actually received by Y (free and clear
      of Indemnifiable Taxes, whether assessed against X or Y) will equal the full
      amount Y would have received had no such deduction or withholding been required.
      However, X will not be required to pay any additional amount to Y to the extent
      that it would not be required to be paid but for:—

    


    (A)
      the
      failure by Y to comply with or perform any agreement contained in Section
      4(a)(i),4(a)(iii) or 4(d); or 

    


    (B)
      the
      failure of a representation made by Y pursuant to Section 3(f) to be accurate
      and true unless such failure would not have occurred but for (I) any action
      taken by a taxing authority, or brought in a court of competent jurisdiction,
      on
      or after the date on which a Transaction is entered into (regardless of whether
      such action is taken or brought with respect to a party to this Agreement)
      or
      (II) a Change in Tax Law.

     

    
      
        
        

      

      
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    (ii)
      Liability.
      If:


    


    (1)
      X is
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, to make any deduction or withholding in respect
      of which X would not be required to pay an additional amount to Y under Section
      2(d)(i)(4);

     

    (2)
      X
      does not so deduct or withhold; and

     

    (3)
      a
      liability resulting from such Tax is assessed directly against X,

    


    then,
      except to the extent Y has satisfied or then satisfies the liability resulting
      from such Tax, Y will promptly pay to X the amount of such liability (including
      any related liability for interest, but including any related liability for
      penalties only if Y has failed to comply with or perform any agreement contained
      in Section 4(a)(i), 4(a)(iii) or 4(d)).

    


    (e) Default
      Interest;
      Other
      Amounts.
      Prior
      to the occurrence or effective designation of an Early Termination Date in
      respect of the relevant Transaction, a party that defaults in the performance
      of
      an payment obligation will, to the extent permitted by law and subject to
      Section 6(c), be required to pay interest (before as well as after judgment)
      on
      the overdue amount to the other party on demand in the same currency as such
      overdue amount, for the period from (and including) the original due date for
      payment to (but excluding) the date of actual payment, at the Default Rate.
      Such
      interest will be calculated on the basis of daily compounding and the actual
      number of days elapsed. If, prior to the occurrence or effective designation
      of
      an Early Termination Date in respect of the relevant Transaction, a party
      defaults in the performance of any obligation required to be settled by
      delivery, it will compensate the other party on demand if and to the extent
      provided for in the relevant Confirmation or elsewhere in this
      Agreement.

    


    3.     Representations

    


    Each
      party represents to the other party (which representations will be deemed to
      be
      repeated by each party on each date on which a Transaction is entered into
      and,
      in the case of the representations in Section 3(f), at all times until the
      termination of this Agreement) that:—

    


    (a)     Basic
      Representations.

    


    (i)
      Status.
      It is
      duly organised and validly existing under the laws of the jurisdiction of its
      organisation or incorporation and, if relevant under such laws, in good
      standing;

    


    (ii)
      Powers.
      It has
      the power to execute this Agreement and any other documentation relating to
      this
      Agreement to which it is a party, to deliver this Agreement and any other
      documentation relating to this Agreement that it is required by this Agreement
      to deliver and to perform its obligations under this Agreement and any
      obligations it has under any Credit Support Document to which it is a party
      and
      has taken all necessary action to authorise such execution, delivery and
      performance;

    


    (iii)
      No
      Violation or Conflict.
      Such
      execution, delivery and performance do not violate or conflict with any law
      applicable to it, any provision of its constitutional documents, any order
      or
      judgment of any court or other agency of government applicable to it or any
      of
      its assets or any contractual restriction binding on or affecting it or any
      of
      its assets;

    


    (iv)
      Consents.
      All
      governmental and other consents that are required to have been obtained by
      it
      with respect to this Agreement or any Credit Support Document to which it is
      a
      party have been obtained and are in full force and effect and all conditions
      of
      any such consents have been complied with; and

    


    (v)
      Obligations
      Binding.
      Its
      obligations under this Agreement and any Credit Support Document to which it
      is
      a party constitute its legal, valid and binding obligations, enforceable in
      accordance with their respective terms (subject to applicable bankruptcy,
      reorganisation, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
      of
      general application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)). 

    


    
      
        
        

      

      
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    (b)     Absence
      of Certain Events.
      No
      Event of Default or Potential Event of Default or, to its knowledge, Termination
      Event with respect to it has occurred and is continuing and no such event or
      circumstance would occur as a result of its entering into or performing its
      obligations under this Agreement or any Credit Support Document to which it
      is a
      party.

    


    (c)     Absence
      of Litigation.
      There
      is not pending or, to its knowledge, threatened against it or any of its
      Affiliates any action, suit or proceeding at law or in equity or before any
      court, tribunal, governmental body, agency or official or any arbitrator that
      is
      likely to affect the legality, validity or enforceability against it of this
      Agreement or any Credit Support Document to which it is a party or its ability
      to perform its obligations under this Agreement or such Credit Support
      Document.

    


    (d)     Accuracy
      of Specified Information.
      All
      applicable information that is furnished in writing by or on behalf of it to
      the
      other party and is identified for the purpose of this Section 3(d) in the
      Schedule is, as of the date of the information, true, accurate and complete
      in
      every material respect.

    


    (e)     Payer
      Tax Representation.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(e) is accurate and true.

    


    (f)      Payee
      Tax Representations.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(f) is accurate and true.

    


    4.     Agreements

    


    Each
      party agrees with the other that, so long as either party has or may have any
      obligation under this Agreement or under any Credit Support Document to which
      it
      is a party: 

    


    (a)     Furnish
      Specified Information.
      It will
      deliver to the other party or, in certain cases under subparagraph (iii) below,
      to such government or taxing authority as the other party reasonably directs:
      

    


    (i)
      any
      forms, documents or certificates relating to taxation specified in the Schedule
      or any Confirmation;

    


    (ii)
      any
      other documents specified in the Schedule or any Confirmation; and

    


    (iii)
      upon reasonable demand by such other party, any form or document that may be
      required or reasonably requested in writing in order to allow such other party
      or its Credit Support Provider to make a payment under this Agreement or any
      applicable Credit Support Document without any deduction or withholding for
      or
      on account of any Tax or with such deduction or withholding at a reduced rate
      (so long as the completion, execution or submission of such form or document
      would not materially prejudice the legal or commercial position of the party
      in
      receipt of such demand), with any such form or document to be accurate and
      completed in a manner reasonably satisfactory to such other party and to be
      executed and to be delivered with any reasonably required certification,in
      each
      case by the date specified in the Schedule or such Confirmation or, if none
      is
      specified, as soon as reasonably practicable.

    


    (b)     Maintain
      Authorisations.
      It will
      use all reasonable efforts to maintain in full force and effect all consents
      of
      any governmental or other authority that are required to be obtained by it
      with
      respect to this Agreement or any Credit Support Document to which it is a party
      and will use all reasonable efforts to obtain any that may become necessary
      in
      the future.

    


    (c)     Comply
      with Laws.
      It will
      comply in all material respects with all applicable laws and orders to which
      it
      may be subject if failure so to comply would materially impair its ability
      to
      perform its obligations under this Agreement or any Credit Support Document
      to
      which it is a party.

    


    (d)     Tax
      Agreement.
      It will
      give notice of any failure of a representation made by it under Section 3(f)
      to
      be accurate and true promptly upon learning of such failure.

    


    
      
        
        

      

      
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    (e)     Payment
      of Stamp Tax.
      Subject
      to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect
      of its execution or performance of this Agreement by a jurisdiction in which
      it
      is incorporated, organised,
      managed and controlled, or considered to have its seat, or in which a branch
      or
      office through which it is acting for the purpose of this Agreement is located
      (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp
      Tax levied or imposed upon the other party or in respect of the other party’s
      execution or performance of this Agreement by any such Stamp Tax Jurisdiction
      which is not also a Stamp Tax Jurisdiction with respect to the other
      party.

    


    5.     Events
      of Default and Termination Events

    


    (a)     Events
      of Default.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      of
      the following events constitutes an event of default (an “Event of Default”)
      with respect to such party: 

    


    (i)     Failure
      to Pay or Deliver.
      Failure
      by the party to make, when due, any payment under this Agreement or delivery
      under Section 2(a)(i) or 2(e) required to be made by it if such failure is
      not
      remedied on or before the third Local Business Day after notice of such failure
      is given to the party; 

    


    (ii)     Breach
      of Agreement.
      Failure
      by the party to comply with or perform any agreement or obligation (other than
      an obligation to make any payment under this Agreement or delivery under Section
      2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
      obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure is
      not
      remedied on or before the thirtieth day after notice of such failure is given
      to
      the party;

    


    (iii)     Credit
      Support Default.

    


    (1)
      Failure by the party or any Credit Support Provider of such party to comply
      with
      or perform any agreement or obligation to be complied with or performed by
      it in
      accordance with any Credit Support Document if such failure is continuing after
      any applicable grace period has elapsed;

    


    (2)
      the
      expiration or termination of such Credit Support Document or the failing or
      ceasing of such Credit Support Document to be in full force and effect for
      the
      purpose of this Agreement (in either case other than in accordance with its
      terms) prior to the satisfaction of all obligations of such party under each
      Transaction to which such Credit Support Document relates without the written
      consent of the other party; or

    


    (3)
      the
      party or such Credit Support Provider disaffirms, disclaims, repudiates or
      rejects, in whole or in part, or challenges the validity of, such Credit Support
      Document;

    


    (iv
      )     Misrepresentation.
      A
      representation (other than a representation under Section 3(e) or (f)) made
      or
      repeated or deemed to have been made or repeated by the party or any Credit
      Support Provider of such party in this Agreement or any Credit Support Document
      proves to have been incorrect or misleading in any material respect when made
      or
      repeated or deemed to have been made or repeated;

    


    (v)     Default
      under Specified Transaction.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party (1) defaults under a Specified Transaction and, after
      giving effect to any applicable notice requirement or grace period, there occurs
      a liquidation of, an acceleration of obligations under, or an early termination
      of, that Specified Transaction, (2) defaults, after giving effect to any
      applicable notice requirement or grace period, in making any payment or delivery
      due on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at least
      three Local Business Days if there is no applicable notice requirement or grace
      period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in
      part, a Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

    


    
      
        
        

      

      
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    (vi)     Cross
      Default.
      If
“Cross Default” is specified in the Schedule as applying to the party, the
      occurrence or existence of (1) a default, event of default or other similar
      condition or event (however described) in respect of such party, any Credit
      Support Provider of such party or any applicable Specified Entity of such party
      under one or more agreements or instruments relating to Specified Indebtedness
      of any of them (individually or collectively) in an aggregate amount of not
      less
      than the applicable Threshold Amount (as specified in the Schedule) which has
      resulted in such Specified Indebtedness becoming, or becoming capable at such
      time of being declared, due and payable under such agreements or instruments,
      before it would otherwise have been due and payable or (2) a default by such
      party, such Credit Support Provider or such Specified Entity (individually
      or
      collectively) in making one or more payments on the due date thereof in an
      aggregate amount of not less than the applicable Threshold Amount under such
      agreements or instruments (after giving effect to any applicable notice
      requirement or grace period);

    


    (vii)     Bankruptcy.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party: 

    


    (1)
      is
      dissolved (other than pursuant to a consolidation, amalgamation or merger);
      (2)
      becomes insolvent or is unable to pay its debts or fails or admits in writing
      its inability generally to pay its debts as they become due; (3) makes a general
      assignment, arrangement or composition with or for the benefit of its creditors;
      (4) institutes or has instituted against it a proceeding seeking a judgment
      of
      insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
      law or other similar law affecting creditors’ rights, or a petition is presented
      for its winding-up or liquidation, and, in the case of any such proceeding
      or
      petition instituted or presented against it, such proceeding or petition (A)
      results in a judgment of insolvency or bankruptcy or the entry of an order
      for
      relief or the making of an order for its winding-up or liquidation or (B) is
      not
      dismissed, discharged, stayed or restrained in each case within 30 days of
      the
      institution or presentation thereof; (5) has a resolution passed for its
      winding-up, official management or liquidation (other than pursuant to a
      consolidation, amalgamation or merger); (6) seeks or becomes subject to the
      appointment of an administrator, provisional liquidator, conservator, receiver,
      trustee, custodian or other similar official for it or for all or substantially
      all its assets; (7) has a secured party take possession of all or substantially
      all its assets or has a distress, execution, attachment, sequestration or other
      legal process levied, enforced or sued on or against all or substantially all
      its assets and such secured party maintains possession, or any such process
      is
      not dismissed, discharged, stayed or restrained, in each case within 30 days
      thereafter; (8) causes or is subject to any event with respect to it which,
      under the applicable laws of any jurisdiction, has an analogous effect to any
      of
      the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
      in furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts; or

    


    (viii)     Merger
      Without Assumption.
      The
      party or any Credit Support Provider of such party consolidates or amalgamates
      with, or merges with or into, or transfers all or substantially all its assets
      to, another entity and, at the time of such consolidation, amalgamation, merger
      or transfer: 

    


    (1)
      the
      resulting, surviving or transferee entity fails to assume all the obligations
      of
      such party or such Credit Support Provider under this Agreement or any Credit
      Support Document to which it or its predecessor was a party by operation of
      law
      or pursuant to an agreement reasonably satisfactory to the other party to this
      Agreement; or (2) the benefits of any Credit Support Document fail to extend
      (without the consent of the other party) to the performance by such resulting,
      surviving or transferee entity of its obligations under this
      Agreement.

    


    (b)     Termination
      Events.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      event specified below constitutes an Illegality if the event is specified in
      (i)
      below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon
      Merger if the event is specified in (iii) below, and, if specified to be
      applicable, a Credit Event Upon Merger if the event is specified pursuant to
      (iv) below or an Additional Termination Event if the event is specified pursuant
      to (v) below:

     

    
      
        
        

      

      
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    (i)
      Illegality.
      Due to
      the adoption of, or any change in, any applicable law after the date on which
      a
      Transaction is entered into, or due to the promulgation of, or any change in,
      the interpretation by any court, tribunal or regulatory authority with competent
      jurisdiction of any applicable law after such date, it becomes unlawful (other
      than as a result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party): 

    


    (1)
      to
      perform any absolute or contingent obligation to make a payment or delivery
      or
      to receive a payment or delivery in respect of such Transaction or to comply
      with any other material provision of this Agreement relating to such
      Transaction; or

    


    (2)
      to
      perform, or for any Credit Support Provider of such party to perform, any
      contingent or other obligation which the party (or such Credit Support Provider)
      has under any Credit Support Document relating to such Transaction;

    


    (ii)
      Tax
      Event.
      Due to
      (x) any action taken by a taxing authority, or brought in a court of competent
      jurisdiction, on or after the date on which a Transaction is entered into
      (regardless of whether such action is taken or brought with respect to a party
      to this Agreement) or (y) a Change in Tax Law, the party (which will be the
      Affected Party) will, or there is a substantial likelihood that it will, on
      the
      next succeeding Scheduled Payment Date (1) be required to pay to the other
      party
      an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
      (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
      receive a payment from which an amount is required to be deducted or withheld
      for or on account of a Tax (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
      of
      such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
      or (B));

    


    (iii)
      Tax
      Event Upon Merger.
      The
      party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will
      either (1) be required to pay an additional amount in respect of an
      Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under
      Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
      has been deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional amount
      (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
      result of a party consolidating or amalgamating with, or merging with or into,
      or transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
      described in Section 5(a)(viii);

    


    (iv)
      Credit
      Event Upon Merger.
      If
“Credit Event Upon Merger” is specified in the Schedule as applying to the
      party, such party (“X”), any Credit Support Provider of X or any applicable
      Specified Entity of X consolidates or amalgamates with, or merges with or into,
      or transfers all or substantially all its assets to, another entity and such
      action does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is materially
      weaker than that of X, such Credit Support Provider or such Specified Entity,
      as
      the case may be, immediately prior to such action (and, in such event, X or
      its
      successor or transferee, as appropriate, will be the Affected Party);
      or

    


    (v)
      Additional
      Termination Event.
      If any
“Additional Termination Event” is specified in the Schedule or any Confirmation
      as applying, the occurrence of such event (and, in such event, the Affected
      Party or Affected Parties shall be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

    


    (c)     Event
      of Default and Illegality.
      If an
      event or circumstance which would otherwise constitute or give rise to an Event
      of Default also constitutes an Illegality, it will be treated as an Illegality
      and will not constitute an Event of Default.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    6. Early
      Termination

    


    (a)     Right
      to Terminate Following Event of Default.
      If at
      any time an Event of Default with respect to a party (the “Defaulting Party”)
      has occurred and is then continuing, the other party (the “Non-defaulting
      Party”) may, by not more than 20 days notice to the Defaulting Party specifying
      the relevant Event of Default, designate a day not earlier than the day such
      notice is effective as an Early Termination Date in respect of all outstanding
      Transactions. If, however, “Automatic Early Termination” is specified in the
      Schedule as applying to a party, then an Early Termination Date in respect
      of
      all outstanding Transactions will occur immediately upon the occurrence with
      respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
      (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
      immediately preceding the institution of the relevant proceeding or the
      presentation of the relevant petition upon the occurrence with respect to such
      party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
      analogous thereto, (8).

    


    (b)      Right
      to Terminate Following Termination Event.

    


    (i)  Notice.
      If a
      Termination Event occurs, an Affected Party will, promptly upon becoming aware
      of it, notify the other party, specifying the nature of that Termination Event
      and each Affected Transaction and will also give such other information about
      that Termination Event as the other party may reasonably require.

    


    (ii)  Transfer
      to Avoid Termination
      Event.
      If
      either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
      is
      only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
      Party is the Affected Party, the Affected Party will, as a condition to its
      right to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss, excluding
      immaterial, incidental expenses) to transfer within 20 days after it gives
      notice under Section 6(b)(i) all its rights and obligations under this Agreement
      in respect of the Affected Transactions to another of its Offices or Affiliates
      so that such Termination Event ceases to exist.

    


    If
      the
      Affected Party is not able to make such a transfer it will give notice to the
      other party to that effect within such 20 day period, whereupon the other party
      may effect such a transfer within 30 days after the notice is given under
      Section 6(b)(i).

    


    Any
      such
      transfer by a party under this Section 6(b)(ii) will be subject to and
      conditional upon the prior written consent of the other party, which consent
      will not be withheld if such other party’s policies in effect at such time would
      permit it to enter into transactions with the transferee on the terms
      proposed.

    


    (iii)
      Two
      Affected Parties.
      If an
      Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
      Affected Parties, each party will use all reasonable efforts to reach agreement
      within 30 days after notice thereof is given under Section 6(b)(i) on action
      to
      avoid that Termination Event.

    


    (iv)
      Right
      to Terminate.
      If:


    


    (1)
      a
      transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
      the
      case may be, has not been effected with respect to all Affected Transactions
      within 30 days after an Affected Party gives notice under Section 6(b)(i);
      or

    


    (2)
      an
      Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
      Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
      Party is not the Affected Party,

    


    either
      party in the case of an Illegality, the Burdened Party in the case of a Tax
      Event Upon Merger, any Affected Party in the case of a Tax Event or an
      Additional Termination Event if there is more than one Affected Party, or the
      party which is not the Affected Party in the case of a Credit Event Upon Merger
      or an Additional Termination Event if there is only one Affected Party may,
      by
      not more than 20 days notice to the other party and provided that the relevant
      Termination Event is then continuing, designate
      a day not earlier than the day such notice is effective as an Early Termination
      Date in respect of all Affected Transactions.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c)     Effect
      of Designation.

    


    (i)
      If
      notice designating an Early Termination Date is given under Section 6(a) or
      (b),
      the Early Termination Date will occur on the date so designated, whether or
      not
      the relevant Event of Default or Termination Event is then
      continuing.

    


    (ii)
      Upon
      the occurrence or effective designation of an Early Termination Date, no further
      payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
      Terminated Transactions will be required to be made, but without prejudice
      to
      the other provisions of this Agreement. The amount, if any, payable in respect
      of an Early Termination Date shall be determined pursuant to Section
      6(e).

    


    (d)     Calculations.

    


    (i)
      Statement.
      On or
      as soon as reasonably practicable following the occurrence of an Early
      Termination Date, each party will make the calculations on its part, if any,
      contemplated by Section 6(e) and will provide to the other party a statement
      (1)
      showing, in reasonable detail, such calculations (including all relevant
      quotations and specifying any amount payable under Section 6(e)) and (2) giving
      details of the relevant account to which any amount payable to it is to be
      paid.
      In the absence of written confirmation from the source of a quotation obtained
      in determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of such
      quotation.

    


    (ii)
      Payment
      Date.
      An
      amount calculated as being due in respect of any Early Termination Date under
      Section 6(e) will be payable on the day that notice of the amount payable is
      effective (in the case of an Early Termination Date which is designated or
      occurs as a result of an Event of Default) and on the day which is two Local
      Business Days after the day on which notice of the amount payable is effective
      (in the case of an Early Termination Date which is designated as a result of
      a
      Termination Event). Such amount will be paid together with (to the extent
      permitted under applicable law) interest thereon (before as well as after
      judgment) in the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

    


    (e)     Payments
      on Early Termination.
      If an
      Early Termination Date occurs, the following provisions shall apply based on
      the
      parties’ election in the Schedule of a payment measure, either “Market
      Quotation” or “Loss”, and a payment method, either the “First Method” or the
“Second Method”. If the parties fail to designate a payment measure or payment
      method in the Schedule, it will be deemed that “Market Quotation” or the “Second
      Method”, as the case may be, shall apply. The amount, if any, payable in respect
      of an Early Termination Date and determined pursuant to this Section will be
      subject to any Set-off.

    


    (i)      Events
      of Default.
      If the
      Early Termination Date results from an Event of Default: 

    


    (1)
      First
      Method and Market Quotation.
      If the
      First Method and Market Quotation apply, the Defaulting Party will pay to the
      Non-defaulting Party the excess, if a positive number, of (A) the sum of the
      Settlement Amount (determined by the Non-defaulting Party) in respect of the
      Terminated Transactions and the Termination Currency Equivalent of the Unpaid
      Amounts owing to the Non-defaulting Party over (B) the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Defaulting Party.

     

    (2)
      First
      Method and Loss.
      If the
      First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
      Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
      Agreement.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (3)
      Second
      Method and Market Quotation.
      If the
      Second Method and Market Quotation apply, an amount will be payable equal to
      (A)
      the sum of the Settlement Amount (determined by the Non-defaulting
      Party) in respect of the Terminated Transactions and the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
      the
      Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
      Party. If that amount is a positive number, the Defaulting Party will pay it
      to
      the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
      will pay the absolute value of that amount to the Defaulting Party.

    


    (4)
      Second
      Method and Loss.
      If the
      Second Method and Loss apply, an amount will be payable equal to the
      Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
      positive number, the Defaulting Party will pay it to the Non-defaulting Party;
      if it is a negative number, the Non-defaulting Party will pay the absolute
      value
      of that amount to the Defaulting Party.

    


        (ii)
      Termination
      Events.
      If the
      Early Termination Date results from a Termination Event: 

    


    (1)
      One
      Affected Party.
      If
      there is one Affected Party, the amount payable will be determined in accordance
      with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
      if
      Loss applies, except that, in either case, references to the Defaulting Party
      and to the Non-defaulting Part will be deemed to be references to the Affected
      Party and the party which is not the Affected Party, respectively, and, if
      Loss
      applies and fewer than all the Transactions are being terminated, Loss shall
      be
      calculated in respect of all Terminated Transactions.

    


    (2)
      Two
      Affected Parties.
      If
      there
      are two Affected Parties: 

    


    (A)
      if
      Market Quotation applies, each party will determine a Settlement Amount in
      respect of the Terminated Transactions, and an amount will be payable equal
      to
      (I) the sum of (a) one-half of the difference between the Settlement Amount
      of
      the party with the higher Settlement Amount (“X”) and the Settlement Amount of
      the party with the lower Settlement Amount (“Y”) and (b) the Termination
      Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination
      Currency Equivalent of the Unpaid Amounts owing to Y; and

    


    (B)
      if
      Loss applies, each party will determine its Loss in respect of this Agreement
      (or, if fewer than all the Transactions are being terminated, in respect of
      all
      Terminated Transactions) and an amount will be payable equal to one-half of
      the
      difference between the Loss of the party with the higher Loss (“X”) and the Loss
      of the party with the lower Loss (“Y”).

    


    If
      the
      amount payable is a positive number, Y will pay it to X; if it is a negative
      number, X will pay the absolute value of that amount to Y.

    


    (iii)
      Adjustment
      for Bankruptcy.
      In
      circumstances where an Early Termination Date occurs because “Automatic Early
      Termination” applies in respect of a party, the amount determined under this
      Section 6(e) will be subject to such adjustments as are appropriate and
      permitted by law to reflect any payments or deliveries made by one party to
      the
      other under this Agreement (and retained by such other party) during the period
      from the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

    


    (iv)
      Pre-Estimate.
      The
      parties agree that if Market Quotation applies an amount recoverable under
      this
      Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
      is payable for the loss of bargain and the loss of protection against future
      risks and except as otherwise provided in this Agreement neither party will
      be
      entitled to recover any additional damages as a consequence of such
      losses.

    


    7.      Transfer

    


    Subject
      to Section 6(b)(ii), neither this Agreement nor any interest or obligation
      in or
      under this Agreement may be transferred (whether by way of security or
      otherwise) by either party without the prior written consent of the other party,
      except that: 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    (a)
      a
      party may make such a transfer of this Agreement pursuant to a consolidation
      or
      amalgamation with, or merger with or into, or transfer of all or substantially
      all its assets to, another entity (but without prejudice to any other right
      or
      remedy under this Agreement); and

    


    (b)
      a
      party may make such a transfer of all or any part of its interest in any amount
      payable to it from a Defaulting Party under Section 6(e).

    


    Any
      purported transfer that is not in compliance with this Section will be
      void.

    


    8.
      Contractual Currency

    


    (a)      Payment
      in the Contractual Currency.
      Each
      payment under this Agreement will be made in the relevant currency specified
      in
      this Agreement for that payment (the “Contractual Currency”). To the extent
      permitted by applicable law, any obligation to make payments under this
      Agreement in the Contractual Currency will not be discharged or satisfied by
      any
      tender in any currency other than the Contractual Currency, except to the extent
      such tender results in the actual receipt by the party to which payment is
      owed,
      acting in a reasonable manner and in good faith in converting the currency
      so
      tendered into the Contractual Currency, of the full amount in the Contractual
      Currency of all amounts payable in respect of this Agreement. If for any reason
      the amount in the Contractual Currency so received falls short of the amount
      in
      the Contractual Currency payable in respect of this Agreement, the party
      required to make the payment will, to the extent permitted by applicable law,
      immediately pay such additional amount in the Contractual Currency as may be
      necessary to compensate for the shortfall. If for any reason the amount in
      the
      Contractual Currency so received exceeds the amount in the Contractual Currency
      payable in respect of this Agreement, the party receiving the payment will
      refund promptly the amount of such excess.

    


    (b)      Judgments.
      To the
      extent permitted by applicable law, if any judgment or order expressed in a
      currency other than the Contractual Currency is rendered (i) for the payment
      of
      any amount owing in respect of this Agreement, (ii) for the payment of any
      amount relating to any early termination in respect of this Agreement or (iii)
      in respect of a judgment or order of another court for the payment of any amount
      described in (i) or (ii) above, the party seeking recovery, after recovery
      in
      full of the aggregate amount to which such party is entitled pursuant to the
      judgment or order, will be entitled to receive immediately from the other party
      the amount of any shortfall of the Contractual Currency received by such party
      as a consequence of sums paid in such other currency and will refund promptly
      to
      the other party any excess of the Contractual Currency received by such party
      as
      a consequence of sums paid in such other currency if such shortfall or such
      excess arises or results from any variation between the rate of exchange at
      which the Contractual Currency is converted into the currency of the judgment
      or
      order for the purposes of such judgment or order and the rate of exchange at
      which such party is able, acting in a reasonable manner and in good faith in
      converting the currency received into the Contractual Currency, to purchase
      the
      Contractual Currency with the amount of the currency of the judgment or order
      actually received by such party. The term “rate of exchange” includes, without
      limitation, any premiums and costs of exchange payable in connection with the
      purchase of or conversion into the Contractual Currency.

    


    (c)      Separate
      Indemnities.
      To the
      extent permitted by applicable law, these indemnities constitute separate and
      independent obligations from the other obligations in this Agreement, will
      be
      enforceable as separate and independent causes of action, will apply
      notwithstanding any indulgence granted by the party to which any payment is
      owed
      and will not be affected by judgment being obtained or claim or proof being
      made
      for any other sums payable in respect of this Agreement.

    


    (d)     Evidence
      of Loss.
      For the
      purpose of this Section 8, it will be sufficient for a party to demonstrate
      that
      it
      would have suffered a loss had an actual exchange or purchase been
      made.

    


    9.
      Miscellaneous

    


    (a)     Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to its subject matter and supersedes all oral communication and prior
      writings with respect thereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (b)      Amendments.
      No
      amendment, modification or waiver in respect of this Agreement will be effective
      unless in writing (including a writing evidenced by a facsimile transmission)
      and executed by each of the parties or confirmed by an exchange of telexes
      or
      electronic messages on an electronic messaging system.

    


    (c)     Survival
      of Obligations.
      Without
      prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
      under this Agreement will survive the termination of any
      Transaction.

    


    (d)      Remedies
      Cumulative.
      Except
      as provided in this Agreement, the rights, powers, remedies and privileges
      provided in this Agreement are cumulative and not exclusive of any rights,
      powers, remedies and privileges provided by law.

    


    (e)     Counterparts
      and Confirmations.

    


    (i)
      This
      Agreement (and each amendment, modification and waiver in respect of it) may
      be
      executed and delivered in counterparts (including by facsimile transmission),
      each of which will be deemed an original.

    


    (ii)
      The
      parties intend that they are legally bound by the terms of each Transaction
      from
      the moment they agree to those terms (whether orally or otherwise). A
      Confirmation shall he entered into as soon as practicable and may he executed
      and delivered in counterparts (including by facsimile transmission) or be
      created by an exchange of telexes or by an exchange of electronic messages
      on an
      electronic messaging system, which in each case will be sufficient for all
      purposes to evidence a binding supplement to this Agreement. The parties will
      specify therein or through another effective means that any such counterpart,
      telex or electronic message constitutes a Confirmation.

    


    (f)     No
      Waiver of Rights.
      A
      failure or delay in exercising any right, power or privilege in respect of
      this
      Agreement will not be presumed to operate as a waiver, and a single or partial
      exercise of any right, power or privilege will not be presumed to preclude
      any
      subsequent or further exercise, of that right, power or privilege or the
      exercise of any other right, power or privilege.

    


    (g)     Headings.
      The
      headings used in this Agreement are for convenience of reference only and are
      not to affect the construction of or to be taken into consideration in
      interpreting this Agreement.

    


    10.      Offices;
      Multibranch Parties

    


    (a)     If
      Section 10(a) is specified in the Schedule as applying, each party that enters
      into a Transaction through an Office other than its head or home office
      represents to the other party that, notwithstanding the place of booking office
      or jurisdiction of incorporation or organisation of such party, the obligations
      of such party are the same as if it had entered into the Transaction through
      its
      head or home office. This representation will be deemed to be repeated by such
      party on each date on which a Transaction is entered into.

    


    (b)     Neither
      party may change the Office through which it makes and receives payments or
      deliveries for the purpose of a Transaction without the prior written consent
      of
      the other party.

    


    (c)     If
      a
      party is specified as a Multibranch Party in the Schedule, such Multibranch
      Party may make and receive payments or deliveries under any Transaction through
      any Office listed in the Schedule, and the Office through which it makes and
      receives payments or deliveries with respect to a Transaction will be specified
      in the relevant Confirmation.

    


    11.     Expenses

    


    A
      Defaulting Party will, on demand, indemnify and hold harmless the other party
      for and against all reasonable out-of-pocket expenses, including legal fees
      and
      Stamp Tax, incurred by such other party by reason of the enforcement and
      protection of its rights under this Agreement or any Credit Support Document
      to
      which the Defaulting Party is a party or by reason of the early termination
      of
      any Transaction, including, but not limited to, costs of
      collection.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    12 Notices

    


    (a)      Effectiveness.
      Any
      notice or other communication in respect of this Agreement may be given in
      any
      manner set forth below (except that a notice or other communication under
      Section 5 or 6 may not be given by facsimile transmission or electronic
      messaging system) to the address or number or in accordance with the electronic
      messaging system details provided (see the Schedule) and will be deemed
      effective as indicated:—

    


    (i)
      if in
      writing and delivered in person or by courier, on the date it is
      delivered;

    


    (ii)
      if
      sent by telex, on the date the recipient’s answerback is received;

    


    (iii)
      if
      sent by facsimile transmission, on the date that transmission is received by
      a
      responsible employee of the recipient in legible form (it being agreed that
      the
      burden of proving receipt will be on the sender and will not be met by a
      transmission report generated by the sender’s facsimile machine);

    


    (iv)
      if
      sent by certified or registered mail (airmail, if overseas) or the equivalent
      (return receipt requested), on the date that mail is delivered or its delivery
      is attempted; or

    


    (v)
      if
      sent by electronic messaging system, on the date that electronic message is
      received,

    


    unless
      the date of that delivery (or attempted delivery) or that receipt, as
      applicable, is not a Local Business Day or that communication is delivered
      (or
      attempted) or received, as applicable, after the close of business on a Local
      Business Day, in which case that communication shall be deemed given and
      effective on the first following day that is a Local Business Day.

    


    (b)     Change
      of Addresses.
      Either
      party may by notice to the other change the address, telex or facsimile number
      or electronic messaging system details at which notices or other communications
      are to be given to it.

    


    13.     Governing
      Law and Jurisdiction

    


    (a)      Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the law specified
      in the Schedule.

    


    (b)     Jurisdiction.
      With
      respect to any suit, action or proceedings relating to this Agreement
      (“Proceedings”), each party irrevocably: 

    


    (i)
      submits to the jurisdiction of the English courts, if this Agreement is
      expressed to be governed by English law, or to the non-exclusive jurisdiction
      of
      the courts of the State of New York and the United States District Court located
      in the Borough of Manhattan in New York City, if this Agreement is expressed
      to
      be governed by the laws of the State of New York; and

    


    (ii)
      waives any objection which it may have at any time to the laying of venue of
      any
      Proceedings brought in any such court, waives any claim that such Proceedings
      have been brought in a inconvenient forum and further waives the right to
      object, with respect to such Proceedings, that such court does not have any
      jurisdiction over such party.

    


    Nothing
      in this Agreement precludes either party from bringing Proceedings in any other
      jurisdiction (outside, if this Agreement is expressed to be governed by English
      law, the Contracting States, as defined in Section 1(3) of the Civil
      Jurisdiction and Judgments Act 1982 or any modification, extension or
      re-enactment thereof for the time being in force) nor will the bringing of
      Proceedings in any one or more jurisdictions preclude the bringing of
      Proceedings in any other jurisdiction.

    


    (c)      Service
      of Process.
      Each
      party irrevocably appoints the Process Agent (if any) specified opposite its
      name in the Schedule to receive, for it and on its behalf, service of process
      in
      any Proceedings. If for any reason any party’s Process Agent is unable to act as
      such, such party will promptly notify the other party and within 30 days appoint
      a substitute process agent acceptable to the other party. The parties
      irrevocably consent to service of process given in the manner provided for
      notices in Section 12. Nothing in this Agreement will affect the right of either
      party to serve process in any other manner permitted by law.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d)     Waiver
      of Immunities.
      Each
      party irrevocably waives, to the fullest extent permitted by applicable law,
      with respect to itself and its revenues and assets (irrespective of their use
      or
      intended use), all immunity on the grounds of sovereignty or other similar
      grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
      of
      injunction, order for specific performance or for recovery of property, (iv)
      attachment of its assets (whether before or after judgment) and (v) execution
      or
      enforcement of any judgment to which it or its revenues or assets might
      otherwise be entitled in any Proceedings in the courts of any jurisdiction
      and
      irrevocably agrees, to the extent permitted by applicable law, that it will
      not
      claim any such immunity in any Proceedings.

    


    14.     Definitions

    


    As
      used
      in this Agreement: 

    


    “Additional
      Termination Event” has
      the
      meaning specified in Section 5(b).

    


    “Affected
      Party” has
      the
      meaning specified in Section 5(b).

    


    “Affected
      Transactions” means
      (a)
      with respect to any Termination Event consisting of an Illegality, Tax Event
      or
      Tax Event Upon Merger, all Transactions affected by the occurrence of such
      Termination Event and (b) with respect to any other Termination Event, all
      Transactions.

    


    “Affiliate”
      means,
      subject to the Schedule, in relation to any person, any entity controlled,
      directly or indirectly, by the person, any entity that controls, directly or
      indirectly, the person or any entity directly or indirectly under common control
      with the person. For this purpose, “control” of any entity or person means
      ownership of a majority of the voting power of the entity or
      person.

    


    “Applicable
      Rate” means:
      

    


    (a)
      in
      respect of obligations payable or deliverable (or which would have been but
      for
      Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

    


    (b)
      in
      respect of an obligation to pay an amount under Section 6(e) of either party
      from and after the date (determined in accordance with Section 6(d)(ii)) on
      which that amount is payable, the Default Rate;

    


    (c)
      in
      respect of all other obligations payable or deliverable (or which would have
      been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
      Rate;
      and

    


    (d)
      in
      all other cases, the Termination Rate.

    


    “Burdened
      Party” has
      the
      meaning specified in Section 5(b).

    


    “Change
      in Tax Law” means
      the
      enactment, promulgation, execution or ratification of, or any change in or
      amendment to, any law (or in the application or official interpretation of
      any
      law) that occurs on or after the date on which the relevant Transaction is
      entered into.

    


    “Consent”
      includes
      a consent, approval, action, authorisation, exemption, notice, filing,
      registration or exchange control consent.

    


    “Credit
      Event Upon Merger” has
      the
      meaning specified in Section 5(b).

    


    “Credit
      Support Document” means
      any
      agreement or instrument that is specified as such in this
      Agreement.

    


    “Credit
      Support Provider” has
      the
      meaning specified in the Schedule.

    


    “Default
      Rate” means
      a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the relevant payee (as certified by it) if it were to fund or of funding
      the
      relevant amount plus 1% per annum.

    


    “Defaulting
      Party” has
      the
      meaning specified in Section 6(a).

         

    “Early
      Termination Date” means
      the
      date determined in accordance with Section 6(a) or 6(b)(iv).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Event
      of Default” has
      the
      meaning specified in Section 5(a) and, if applicable, in the
      Schedule.

    


    “Illegality”
      has
      the
      meaning specified in Section 5(b).

    


    “Indemnifiable
      Tax” means
      any
      Tax other than a Tax that would not be imposed in respect of a payment under
      this Agreement but for a present or former connection between the jurisdiction
      of the government or taxation authority imposing such Tax and the recipient
      of
      such payment or a person related to such recipient (including, without
      limitation, a connection arising from such recipient or related person being
      or
      having been a citizen or resident of such jurisdiction, or being or having
      been
      organised, present or engaged in a trade or business in such jurisdiction,
      or
      having or having had a permanent establishment or fixed place of business in
      such jurisdiction, but excluding a connection arising solely from such recipient
      or related person having executed, delivered, performed its obligations or
      received a payment under, or enforced, this Agreement or a Credit Support
      Document).

    


    “Law”
      includes
      any treaty, law, rule or regulation (as modified, in the case of tax matters,
      by
      the practice of any relevant governmental revenue authority) and “lawful”
      and
      “unlawful”
      will
      be
      construed accordingly.

    


    “Local
      Business Day” means,
      subject to the Schedule, a day on which commercial banks are open for business
      (including dealings in foreign exchange and foreign currency deposits) (a)
      in
      relation to any obligation under Section 2(a)(i), in the place(s) specified
      in
      the relevant Confirmation or, if not so specified, as otherwise agreed by the
      parties in writing or determined pursuant to provisions contained, or
      incorporated by reference, in this Agreement, (b) in relation to any other
      payment, in the place where the relevant account is located and, if different,
      in the principal financial centre, if any, of the currency of such payment,
      (c)
      in relation to any notice or other communication, including notice contemplated
      under Section 5(a)(i), in the city specified in the address for notice provided
      by the recipient and, in the case of a notice contemplated by Section 2(b),
      in
      the place where the relevant new account is to be located and (d) in relation
      to
      Section 5(a)(v)(2), in the relevant locations for performance with respect
      to
      such Specified Transaction.

    


    “Loss”
      means,
      with respect to this Agreement or one or more Terminated Transactions, as the
      case may be, and a party, the Termination Currency Equivalent of an amount
      that
      party reasonably determines in good faith to be its total losses and costs
      (or
      gain, in which case expressed as a negative number) in connection with this
      Agreement or that Terminated Transaction or group of Terminated Transactions,
      as
      the case may be, including any loss of bargain, cost of funding or, at the
      election of such party but without duplication, loss or cost incurred as a
      result of its terminating, liquidating, obtaining or reestablishing any hedge
      or
      related trading position (or any gain resulting from any of them). Loss includes
      losses and costs (or gains) in respect of any payment or delivery required
      to
      have been made (assuming satisfaction of each applicable condition precedent)
      on
      or before the relevant Early Termination Date and not made, except, so as to
      avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
      Loss
      does not include a party’s legal fees and out-of-pocket expenses referred to
      under Section 11. A party will determine its Loss as of the relevant Early
      Termination Date, or, if that is not reasonably practicable, as of the earliest
      date thereafter as is reasonably practicable. A party may (but need not)
      determine its Loss by reference to quotations of relevant rates or prices from
      one or more leading dealers in the relevant markets.

    


    “Market
      Quotation” means,
      with respect to one or more Terminated Transactions and a party making the
      determination, an amount determined on the basis of quotations from Reference
      Market-makers. Each quotation will be for an amount, if any, that would be
      paid
      to such party (expressed as a negative number) or by such party (expressed
      as a
      positive number) in consideration of an agreement between such party (taking
      into account any existing Credit Support Document with respect to the
      obligations of such party) and the quoting Reference Market-maker to enter
      into
      a transaction (the “Replacement Transaction”) that would have the effect of
      preserving for such party the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have been required after that date. For this purpose, Unpaid
      Amounts in respect of the Terminated Transaction or group of Terminated
      Transactions are to be excluded but, without limitation, any payment or delivery
      that would, but for the relevant Early Termination Date, have been required
      (assuming satisfaction of each applicable condition precedent) after
that
      Early Termination Date is to be included. The Replacement Transaction would
      be
      subject to such documentation as such party and the Reference Market-maker
      may,
      in good faith, agree. The party making the determination
      (or its agent) will request each Reference Market-maker to provide its quotation
      to the extent reasonably practicable as of the same day and time (without regard
      to different time zones) on or as soon as reasonably practicable after the
      relevant Early Termination Date. The day and time as of which those quotations
      are to be obtained will be selected in good faith by the party obliged to make
      a
      determination under Section 6(e), and, if each party is so obliged, after
      consultation with the other. If more than three quotations are provided, the
      Market Quotation will be the arithmetic mean of the quotations, without regard
      to the quotations having the highest and lowest values. If exactly three such
      quotations are provided, the Market Quotation will be the quotation remaining
      after disregarding the highest and lowest quotations. For this purpose, if
      more
      than one quotation has the same highest value or lowest value, then one of
      such
      quotations shall be disregarded. If fewer than three quotations are provided,
      it
      will be deemed that the Market Quotation in respect of such Terminated
      Transaction or group of Terminated Transactions cannot be
      determined.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Non-default
      Rate” means
      a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the Non-defaulting Party (as certified by it) if it were to fund the relevant
      amount.

    


    “Non-defaulting
      Party” has
      the
      meaning specified in Section 6(a).

    


    “Office”
      means
      a
      branch or office of a party, which may be such party’s head or home
      office.

    


    “Potential
      Event of Default” means
      any
      event which, with the giving of notice or the lapse of time or both, would
      constitute an Event of Default.

    


    “Reference
      Market-makers” means
      four leading dealers in the relevant market selected by the party determining
      a
      Market Quotation in good faith (a) from among dealers of the highest credit
      standing which satisfy all the criteria that such party applies generally at
      the
      time in deciding whether to offer or to make an extension of credit and (b)
      to
      the extent practicable, from among such dealers having an office in the same
      city.

    


    “Relevant
      Jurisdiction” means,
      with respect to a party, the jurisdictions (a) in which the party is
      incorporated, organised, managed and controlled or considered to have its seat,
      (b) where an Office through which the party is acting for purposes of this
      Agreement is located, (c) in which the party executes this Agreement and (d)
      in
      relation to any payment, from or through which such payment is
      made.

    


    “Scheduled
      Payment Date” means
      a
      date on which a payment or delivery is to be made under Section 2(a)(i) with
      respect to a Transaction.

    


    “Set-off”
      means
      set-off, offset, combination of accounts, right of retention or withholding
      or
      similar right or requirement to which the payer of an amount under Section
      6 is
      entitled or subject (whether arising under this Agreement, another contract,
      applicable law or otherwise) that is exercised by, or imposed on, such
      payer.

    


    “Settlement
      Amount” means,
      with respect to a party and any Early Termination Date, the sum of:


    


    (a) 
      the
      Termination Currency Equivalent of the Market Quotations (whether positive
      or
      negative) for each Terminated Transaction or group of Terminated Transactions
      for which a Market Quotation is determined; and

    


    (b) 
      such
      party’s Loss (whether positive or negative and without reference to any Unpaid
      Amounts) for each Terminated Transaction or group of Terminated Transactions
      for
      which a Market Quotation cannot be determined or would not (in the reasonable
      belief of the party making the determination) produce a commercially reasonable
      result.

    


    “Specified
      Entity” has
      the
      meanings specified in the Schedule.

    


    “Specified
      Indebtedness” means,
      subject to the Schedule, any obligation (whether present or future, contingent
      or otherwise, as principal or surety or otherwise) in respect of borrowed
      money.

    


    “Specified
      Transaction” means,
      subject to the Schedule, (a) any transaction (including an agreement with
      respect thereto) now existing or hereafter entered into between one party to
      this Agreement (or any Credit Support Provider of such party or any applicable
      Specified Entity of such party) and the other party to this Agreement (or any
      Credit Support Provider of such other party or any applicable Specified Entity
      of such other party) which is a rate swap transaction, basis swap, forward
      rate
      transaction, commodity swap, commodity option,
      equity or equity index swap, equity or equity index option, bond option,
      interest rate option, foreign exchange transaction, cap transaction, floor
      transaction, collar transaction, currency swap transaction, cross-currency
      rate
      swap transaction, currency option or any other similar transaction (including
      any option with respect to any of these transactions), (b) any combination
      of
      these transactions and (c) any other transaction identified as a Specified
      Transaction in this Agreement or the relevant confirmation.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Stamp
      Tax” means
      any
      stamp, registration, documentation or similar tax.

    


    “Tax”
      means
      any
      present or future tax, levy, impost, duty, charge, assessment or fee of any
      nature (including interest, penalties and additions thereto) that is imposed
      by
      any government or other taxing authority in respect of any payment under this
      Agreement other than a stamp, registration, documentation or similar
      tax.

    


    “Tax
      Event” has
      the
      meaning specified in Section 5(b).

    


    “Tax
      Event Upon Merger” has
      the
      meaning specified in Section 5(b).

    


    “Terminated
      Transactions” means
      with respect to any Early Termination Date (a) if resulting from a Termination
      Event, all Affected Transactions and (b) if resulting from an Event of Default,
      all Transactions (in either case) in effect immediately before the effectiveness
      of the notice designating that Early Termination Date (or, if “Automatic Early
      Termination” applies, immediately before that Early Termination
      Date).

    


    “Termination
      Currency” has
      the
      meaning specified in the Schedule.

    


    “Termination
      Currency Equivalent” means,
      in
      respect of any amount denominated in the Termination Currency, such Termination
      Currency amount and, in respect of any amount denominated in a currency other
      than the Termination Currency (the “Other Currency”), the amount in the
      Termination Currency determined by the party making the relevant determination
      as being required to purchase such amount of such Other Currency as at the
      relevant Early Termination Date, or, if the relevant Market Quotation or Loss
      (as the case may be), is determined as of a later date, that later date, with
      the Termination Currency at the rate equal to the spot exchange rate of the
      foreign exchange agent (selected as provided below) for the purchase of such
      Other Currency with the Termination Currency at or about 11:00 a.m. (in the
      city
      in which such foreign exchange agent is located) on such date as would be
      customary for the determination of such a rate for the purchase of such Other
      Currency for value on the relevant Early Termination Date or that later date.
      The foreign exchange agent will, if only one party is obliged to make a
      determination under Section 6(e), be selected in good faith by that party and
      otherwise will be agreed by the parties.

    


    “Termination
      Event” means
      an
      Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
      applicable, a Credit Event Upon Merger or an Additional Termination
      Event.

    


    “Termination
      Rate” means
      a
      rate per annum equal to the arithmetic mean of the cost (without proof or
      evidence of any actual cost) to each party (as certified by such party) if
      it
      were to fund or of funding such amounts.

    


    “Unpaid
      Amounts” owing
      to
      any party means, with respect to an Early Termination Date, the aggregate of
      (a)
      in respect of all Terminated Transactions, the amounts that became payable
      (or
      that would have become payable but for Section 2(a)(iii)) to such party under
      Section 2(a)(i) on or prior to such Early Termination Date and which remain
      unpaid as at such Early Termination Date and (b) in respect of each Terminated
      Transaction, for each obligation under Section 2(a)(i) which was (or would
      have
      been but for Section 2(a)(iii)) required to be settled by delivery to such
      party
      on or prior to such Early Termination Date and which has not been so settled
      as
      at such Early Termination Date, an amount equal to the fair market value of
      that
      which was (or would have been) required to be delivered as of the originally
      scheduled date for delivery, in each case together with (to the extent permitted
      under applicable law) interest, in the currency of such amounts, from (and
      including) the date such amounts or obligations were or would have been required
      to have been paid or performed to (but excluding) such Early Termination Date,
      at the Applicable Rate. Such amounts of interest will be calculated on the
      basis
      of daily compounding and the actual number of days elapsed. The fair market
      value of any obligation referred to in clause (b) above shall be reasonably
      determined by the party obliged to make the determination under Section 6(e)
      or,
      if each party is so obliged, it shall be the average of the Termination Currency
      Equivalents of the fair market values reasonably determined by both
      parties.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with effect from the date specified on the first page of this
      document.

    


    


    
      	 BP
              CORPORATION NORTH AMERICA INC.	 	 	 RANCHER
              ENERGY CORP. 
	 (Name of
              Party)	 	 	 (Name of
              Party)
	 	 	 	 
	/s/
              Steve Provenzano	 	 	/s/ John
              Works
	
              
Name:
              Steve Provenzano	 	 	
              
Name:
              John Works
	
              Title:
                Vice-President-Financial Products Origination

              Date:
                10/15/07

            	 	 	Title:
              President and Chief Executive Officer
Date: October 16,
              2007




    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (Multicurrency—Cross
      Border)

    ISDA
      1992 Master Agreement 

    


    SCHEDULE

    to
      the

    Master
      Agreement

    


    dated
      as
      of October
      16, 2007

    


    between

    


    
      	
              BP
                Corporation North America Inc.

            	 	
              Rancher
                Energy Corp.

            
	
              a
                corporation organized and existing

            	
              and

            	
              a
                corporation organized and existing

            
	
              under
                the laws of the State of Indiana

            	 	
              under
                the laws of the State of Nevada

            
	 	 	 
	
              ("Party
                A")

            	 	
              ("Party B")

            


    

    


    Part
      1. Termination
      Provisions.

    
(a) "Specified
      Entity"
      means in relation to Party A for the purpose of:

    
      
        	 	
                Section
                  5(a)(v):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(a)(vi):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(a)(vii):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(b)(iv):

              	
                Not
                  Applicable

              
	 	 	 
	 	
                and
                  in relation to Party B for the purpose of: 

              
	 	
                Section
                  5(a)(v):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(a)(vi):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(a)(vii):

              	
                Not
                  Applicable

              
	 	
                Section
                  5(b)(iv):

              	
                Not
                  Applicable

              


      

    

     

    (b) "Specified
      Transaction" will
      have the meaning specified in Section 14 of this Agreement.


    


    
      	
              (c)

            	
              The
                "Cross
                Default"
                provisions of Section 5(a)(vi) will apply to Party A and to Party
                B as
                amended such that the phrase “or becoming capable at such time of being
                declared” is deleted from the seventh line of Section 5(a)(vi) and,
                provided
                further that,
                such
                provisions will apply in respect of Party B only
                under:

            


    

    


    
      	 	
              1.

            	
              that
                certain Term Credit Agreement dated October 16, 2007, among Rancher
                Energy
                Corp., as Borrower, and GasRock Capital, LLC, as Lender ("Credit
                Agreement"); 

            


    

     

    
      	 	
              2.

            	
              that
                certain Mortgage, Security Agreement, Financing Statement and Assignment
                of Production and Revenues dated October 16, 2007, executed by Rancher
                Energy Corp, as Mortgagor and Debtor, in favor of GasRock Capital,
                LLC, as
                Mortgagee, for the benefit of: GasRock Capital, LLC, as Lender, and
                BP
                Corporation North America, Inc., as Swap Counterparty (“Mortgage
                Agreement”);

            


    

     

    
      	 	
              3.

            	
              that
                certain Security Agreement dated October 16, 2007, by Rancher Energy
                Corp., as Debtor, in favor of GasRock Capital, LLC, for the benefit
                of:
                GasRock Capital, LLC, as Lender, and BP Corporation North America,
                Inc.,
                as Swap Counterparty (“Security
                Agreement”);

            


    

     

    
      	 	
              4.

            	
              that
                certain Restricted Account and Securities Account Control Agreement
                dated
                October 16, 2007, by and among Rancher Energy Corp., Wells Fargo
                Bank,
                National Association, as depositary bank, and GasRock Capital, LLC,
                as
                Secured Party (“RASACA”);

            


    

     

    
      	 	
              5.

            	
              those
                certain Letters in Lieu of Transfer Orders relating to Overriding
                Royalty
                Interest Conveyance, prepared and delivered by GasRock Capital LLC,
                as
                agent, under the Mortgage and in connection with the Credit Agreement
                (“Letters in Lieu-ORIC”);

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	 	
              6.

            	
              those
                certain Letters in Lieu of Transfer Orders - Mortgage, prepared and
                delivered by GasRock Capital LLC, as agent, under the Mortgage and
                in
                connection with the Credit Agreement (“Letters in
                Lieu-Mortgage”);

            


    

     

    
      	 	
              7.

            	
              that
                certain Guaranty dated October 16, 2007, executed by Rancher Energy
                Wyoming, LLC, a Wyoming limited liability company, as Guarantor,
                for the
                benefit of GasRock Capital LLC, as Lender
                (“Guaranty”);

            


    

     

    
      	 	
              8.

            	
              that
                certain Conveyance of Overriding Royalty Interest dated October 16,
                2007,
                by Rancher Energy Corp., as Grantor, in favor of GasRock Capital,
                LLC, as
                Grantee (“Conveyance”);

            


    

    


    
      	 	
              9.

            	
              that
                certain Intercreditor Agreement dated October 16, 2007, among BP
                Corporation North America, Inc., as Swap Counterparty, Rancher Energy
                Corp., as Borrower, and GasRock Capital, LLC, as Lender and Agent.
                ("Intercreditor Agreement"); and

            


    

    


    10.
      any
      amendments, ratifications or modifications to (1) through (9) thereto. Credit
      Agreement, Mortgage Agreement, Security Agreement, RASACA, Letters in Lieu-ORIC,
      Letters in Lieu-Mortgage, Guaranty, Conveyance, and the Intercreditor Agreement
      shall hereinafter be referred to as the "Security Documents."

    


    
      	 	
              (i)

            	
              “Specified
                Indebtedness” has the meaning specified in Section 14 except that for
                Party A it excluds an obligation for borrowed money where the creditor’s
                recourse on the obligation is limited to assets for which the money
                was
                borrowed and for Party B it is limited to the Security Documents;
                and

            


    

    


    
      	 	
              (ii)

            	
              “Threshold
                Amount” means with respect to Party A: 3% of the Shareholders’ Equity of
                Party A and with respect to Party B, $250,000
                USD;
                and

            


    

    


    For
      the purposes of the definition of Threshold Amount, “Shareholders’ Equity”
means, at any time, the amount represented in the most recent quarterly
      consolidated balance sheet.

    


    


    (d) The
      "Credit
      Event Upon Merger"
      provisions of Section 5(b)(iv) will apply to Party A and will apply to
      Party B.

    


    (e) The
      "Automatic
      Early Termination"
      provision of Section 6(a) will not apply to Party A and will not apply to Party
      B.

    


    (f) Payments
      on Early Termination.
      For the purpose of Section 6(e) of this Agreement and subject to the provisions
      of Part 5 of this Schedule:

    


    
      	 	
              (i)

            	
              Market
                Quotation will apply.

            


    

    
      


      
        	 	
                (ii)

              	
                The
                  Second Method will
                  apply.

              


      

    

     

    (g) "Termination
      Currency"
      means United States Dollars.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (h) "Additional
      Termination Event"
      will
      apply. 

    


    It
      shall
      constitute an Additional Termination Event, for which Party B shall be the
      sole
      Affected Party, if at any time (A) any action is taken
      under
      the Mortgage Agreement or the Security Agreement to realize upon any collateral
      provided to secure Party B’s obligations to Party A under this Agreement, or (B)
      the obligations of Party B to Party A under this Agreement are not secured
      under
      the same terms as provided in the Mortgage Agreement, the Security Agreement
      and
      the Intercreditor Agreement, including, without limitation, any material
      reduction of the value of the collateral, security or credit support available
      thereunder to Party A (other than by the express written agreement of
      Party A); provided, however it will not be considered an Additional
      Termination Event if, promptly after the occurrence of (A) or (B), within two
      Local Business Days of any request by Party A, Party B: (I) delivers pari passu
      first lien replacement security having a value and terms and conditions
      acceptable to Party A in its sole discretion; (II) offers to enter into an
      agreement in the form of a 1994 ISDA Credit Support Annex (New York law) with
      Party A to secure its obligations under this Agreement on terms acceptable
      to
      Party A in its sole discretion; or (III) offers other substitute collateral
      reasonably acceptable to Party A in its sole discretion.

    


    Part
      2. Tax
      Representations.

    


    (a) Payer
      Representations.
      For the purpose of Section 3(e) of this Agreement, Party A will make the
      following representation and Party B will make the following
      representation: 

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement. In making this representation,
      it
      may rely on (i) the accuracy of any representations made by the other party
      pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
      agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
      accuracy and effectiveness of any document provided by the other party pursuant
      to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction
      of
      the agreement of the other party contained in Section 4(d) of this Agreement,
      provided
      that it
      shall not be a breach of this representation where reliance is placed on clause
      (ii) and the other party does not deliver a form or document under Section
      4(a)(iii) by reason of material prejudice to its legal or commercial
      position.

    


    (b) Payee
      Representations. 

    


    
      	 	
              (1)

            	
              For
                the purpose of Section 3(f) of this Agreement, Party A represents
                that (i) it is a corporation organized and existing under the laws
                of the
                State of Indiana, (ii)
                it
                is a U.S. person within the meaning of Section 7701 of the Internal
                Revenue Code, and (iii) its U.S. taxpayer identification number is
                36-1812780.

            


    

    


    
      	 	
              (2)

            	
              For
                the purpose of Section 3(f) of this Agreement, Party B represents
                that (i) it is a corporation organized and existing under the laws
                of the
                State of Nevada, (ii) it
                is
                a U.S. person within the meaning of Section 7701 of the Internal
                Revenue
                Code, and (iii) its U.S. taxpayer identification number is 98-0422451.

            


    

     

    Part
      3. Agreement
      to Deliver Documents.

    


    For
      the
      purpose of Sections 4(a)(i), (ii) and (iii) of this Agreement, each party agrees
      to deliver the following documents, as applicable:

    


    (a) Tax
      forms, documents or certificates to be delivered: None, other than those
      required in Section 4(a)(iii).

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b) Other
      documents to be delivered: 

    


    


    
      	
              Party
                Required to

              Deliver
                Document

            	
              Form/Document/

              Certificate

            	
              Date
                by Which

              to
                be Delivered

            	
              Covered
                by Section

              3(d)
                Representation

            
	
              Party
                A and Party B

            	
              A
                certified copy of the resolution of the Board of Directors of Party A
                or Party B, as the case may be, or of its relevant committee, authorizing
                such party to enter into this Agreement and each Transaction, and
                an
                incumbency certificate.

            	
              Upon
                the execution of this Agreement.

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                copy of the Form 10-K or the annual report for such party, or the
                Credit
                Support Provider of Party B, (if relevant) containing audited financial
                statements for the most recently ended financial year.

            	
              Upon
                written request, unless publicly available through EDGAR or some
                other
                source.

            	
              Yes

            
	
              Party
                B

            	
              Reserve
                Reports, and Weekly Field Activity and Production Reports as defined
                in
                Section 7.1(e) and Section 7.1(k), respectively, in the Credit
                Agreement.

            	
              Upon
                the execution of this Agreement, and thereafter as soon as practicable
                after the receipt of each such report by Party B

            	
              No

            
	
              Party B

            	
              Copies
                of all determinations and/or re-determinations of the value of the
                Collateral as defined in and provided for in the Credit Agreement.
                

            	
              As
                soon as practicable after the receipt of the determinations and/or
                redeterminations by Party B.

            	
              No

            
	
              Party
                B

            	
              Executed
                Copies of all Security Documents as defined herein.

            	
              Upon
                request, as soon as reasonably practicable.

            	
              No

            
	
              Party
                B

            	
              Those
                reports and notices required of Party B in Section 7.1(c)(i), (ii)
                and
                (iv) of the Credit Agreement.

            	
              Upon
                request, as soon as practicable.

            	
              No

            


    

    


    Part
      4. Miscellaneous.

    


    (a)    Address
      for Notices.
      For the purpose of Section 12(a) of this Agreement:

    


    Address
      for Confirmations
      to Party
      A:

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Address:     BP
      Corporation North America Inc.

     501
      WestLake Park Blvd.

     Houston,
      Texas 77079

    


    Attention:   Confirmation
      Department

    


    Facsimile
      No.: 281-366-4934

    Telephone
      No.: 281-366-0879

    


    Address
      for other notices
      or
      communications to Party A (other than Confirmations):

    


    Address:    
BP
      Corporation North America Inc.

     501
      WestLake Park Blvd.

     Houston,
      Texas 77079

    


    Attention:   Contract
      Services

     Attn:
      BPCNA Contracts Dept

     Gas
&
      Power - North America

    


    Facsimile
      No.: 281-366-0203

    Telephone
      No.: 281-366-7970

    


    


    Address
      for Invoices
      to Party
      A:

    


    Address:    
BP
      Corporation North America Inc.

     501
      WestLake Park Blvd.

     Houston,
      Texas 77079

    


    Attention:   Risk
      Accounting

     Gas
      & Power - North America

    


    Facsimile
      No.: 281-366-5935

    Telephone
      No.: 281-366-4919

    


    Wire
      Payment Instructions: 

     

     BP
      Corporation North America Inc. 

     For
      the
      Account of: BP Energy Company

     JP
      Morgan
      Chase Bank, NY

     ABA:
      021-000021

     Acct
      No.:
      910-2-548097

     New
      York,
      NY 10081-6000

    


    Address
      for Confirmations
      to Party
      B

    


    Address     
      Rancher
      Energy Corp

     999
      18th
      Street


     Suite
      3400

     Denver,
      Colorado 80202

    Attn:   
      Richard
      Kurtenbach

     Chief
      Accounting Officer

    


    Facsimile
      No. 720
      904-5698

    Phone
      No.
 303
      928-7757

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Address
      for notices
      or
      communications to Party B (other
      than Confirmations):

    


    Address     
      Rancher
      Energy Corp

     999
      18th
      Street


     Suite
      3400

     Denver,
      Colorado 80202

    Attn:   
      Andrew
      Casazza

    


    Facsimile
      No. 720
      904-5698

    Phone
      No.
 303
      629-1155

    


    


    Address
      for Invoices
      to Party
      B:

    


    Address     
      Rancher
      Energy Corp

     999
      18th
      Street


     Suite
      3400

     Denver,
      Colorado 80202

    Attn:   
      Andrew
      Casazza

    


    Facsimile
      No. 720
      904-5698

    Phone
      No.
 303
      629-1155

    


    


    Wire
      Payment Instructions for Party B:

    


    Party
      B:
      Rancher Energy Corp.

    Bank
      Name: Wells Fargo Energy Group

    ABA:
      

    Acct
      No.:


    1700
      Lincoln Street, Denver, Colorado 80203

     

    (b)    Process
      Agent. With
      respect to Party A: Not Applicable.

    With
      respect to Party B: Not Applicable.

    


    (c)        Offices.
      The
      provisions of Section 10(a) will apply to this Agreement.

    


    (d)        Multibranch
      Party.
      For
      purposes of Section 10(c) of this Agreement:

    


    Party A
      is not a Multibranch Party.

    Party B
      is not a Multibranch Party.

    


    
      	
              (e)

            	
              Calculation
                Agent.
                The Calculation Agent is Party A unless an Event of Default in respect
                of
                Party A has occurred and is then continuing in which case the Calculation
                Agent shall be Party B or a recognized dealer designated in good
                faith by Party B to be the Calculation Agent. The Calculation Agent
                and any party making any calculation under Section 6 shall, upon
                request,
                make available to the other party such information used by it to
                make any
                calculation or determination under this Agreement as may be reasonably
                necessary in order to enable the other party to independently confirm
                the
                accuracy of such calculation or determination. Section 4.5 of the
                ISDA
                Commodity Definitions is amended by deleting all of the second sentence
                following the words “good
                faith.”

            


    

    


    (f)     Credit
      Support Document. 

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	
              With
                respect to Party A: Not
                Applicable.

            


    

    With
      respect to Party B, the Mortgage Agreement, the Security Agreement, the
      Intercreditor Agreement, the RASACA, the Letters in Lieu-Mortgage, and the
      Notice of Assignment of Proceeds.

    


    (g)    Credit
      Support Provider. 

    


    Credit
      Support Provider means in relation to Party A: Not Applicable

    Credit
      Support Provider means in relation to Party B: Not Applicable 

    


    
      	
              (h)

            	
              GOVERNING
                LAW.
                THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED, INTERPRETED, AND ENFORCED
                IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
                OR
                REFERENCE TO THE CHOICE OF LAW DOCTRINE OF ANY JURISDICTION.
                

            


    

    


    
      	
              (i)

            	
              Jurisdiction. Section
                13(b) of the Agreement is hereby amended by (i) deleting the word
                “non-exclusive” appearing in paragraph (i) thereof and substituting
                therefor the word “exclusive” and (ii) deleting the last sentence of
                Section 13(b) and substituting therefor the following
                sentence:

            


    

    


    “Nothing
      in this Agreement precludes either party from bringing Proceedings in any other
      jurisdiction if (A) the courts of the State of New York or the United States
      District Court located in the Borough of Manhattan in New York City lacks
      jurisdiction over the parties or the subject matter of the Proceedings or
      declines to accept the Proceedings on the grounds of lacking such jurisdiction;
      (B) the Proceedings are commenced by a party for the purpose of enforcing
      against the other party’s property, assets or estate any decision or judgment
      rendered by any court in which Proceedings may be brought as provided hereunder;
      (C) the Proceedings are commenced to appeal any such court’s decision or
      judgment to any higher court with competent appellate jurisdiction over that
      court’s decisions or judgments if that higher court is located outside the State
      of New York or Borough of Manhattan, such as a federal court of appeals or
      the
      U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced
      in
      another jurisdiction by or against the other party or against its property,
      assets or estate (including, without limitation, any suit, action or proceeding
      described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise
      or protect its rights, interests or remedies under this Agreement, the party
      (1)
      joins, files a claim, or takes any other action, in any such suit, action or
      proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction
      as the result of that other suit, action or proceeding having commenced in
      that
      other jurisdiction.

    


    
      	
              (j)

            	
              Netting
                of Payments.
                Subparagraph (ii) of Section 2(c) of this Agreement will not apply
                to all
                Transactions.

            


    

    


    (k)   "Affiliate"
      will have the meaning specified in Section 14 of this
      Agreement.

    


    
      	
              (l) 

            	
              “Illegality”.
                Subparagraph
                (i) of Section 5(b) of this Agreement shall be deleted in its entirety
                and
                the following shall be substituted in lieu
                thereof:

            


    

    


    (i)
      Illegality.
      After
      giving effect to any applicable provision, disruption fallback or remedy
      specified in, or pursuant to, the relevant Confirmation or elsewhere in this
      Agreement, due to an event or circumstance (other than any action taken by
      a
      party or, if applicable, any Credit Support Provider of such party) occurring
      after a Transaction is entered into, it becomes unlawful under any applicable
      law (including without limitation the laws of any country in which payment,
      delivery or compliance is required by either party or any Credit Support
      Provider, as the case may be), on any day, or it would be unlawful if the
      relevant payment, delivery or compliance were required on that day (in each
      case, other than as a result of a breach by the party of Section 4(b)):―

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (1)
      for
      the Office through which such party (which will be the Affected Party) makes
      and
      receives payments or deliveries with respect to such Transaction to perform
      any
      absolute or contingent obligation to make a payment or delivery in respect
      of
      such Transaction, to receive a payment or delivery in respect of such
      Transaction or to comply with any other material provision of this Agreement
      relating to such Transaction; or

    


    (2)
      for
      such party or any Credit Support Provider of such party (which will be the
      Affected Party) to perform any absolute or contingent obligation to make a
      payment or delivery which such party or Credit Support Provider has under any
      Credit Support Document relating to such Transaction, to receive a payment
      or
      delivery under such Credit Support Document or to comply with any other material
      provision of such Credit Support Document.

    


    Part
      5. Other
      Provisions.

    


    
      	
              (a)

            	
              LIMITATION
                OF LIABILITY.
                NOTWITHSTANDING THE DEFINITION OF “LOSS,” NO PARTY SHALL BE REQUIRED TO
                PAY OR BE LIABLE FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL,
                INCIDENTAL OR INDIRECT DAMAGES (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE
                OR STRICT LIABILITY) TO ANY OTHER PARTY; PROVIDED, HOWEVER, THAT
                NOTHING
                IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTION 6(e)
                OF THIS
                AGREEMENT OR THE OBLIGATION TO PAY ANY AMOUNT REQUIRED PURSUANT TO
                SECTION
                6(e) OF THIS AGREEMENT; PROVIDED, FURTHER, THIS PART 5(a) SHALL SURVIVE
                THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. IF AND TO THE EXTENT
                ANY
                PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT IS DEEMED
                TO
                CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE
                THAT SUCH
                DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT
                IS
                INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES
                AND NOT A PENALTY.

            


    

    


    
      	
              (b)

            	
              Consent
                to Telephone Recording; Confirmation of a
                Transaction.

            


    

    


    
      	 	
              (i)

            	
              Transactions
                Entered Into Orally.
                Should the parties come to an understanding regarding a particular
                Transaction, the Transaction will be formed and effectuated between
                the
                parties by an oral offer and oral acceptance. The parties shall be
                legally
                bound by each Transaction from the time they agree to its terms and
                acknowledge that each party will rely thereon in doing business related
                to
                the Transaction. Any Transaction formed and effectuated pursuant
                to the
                foregoing shall be considered a “writing” or “in writing” and to have been
                “signed” by each party.

            


    

    


    
      	 	
              (ii)

            	
              Taping
                of Transactions.
                Each
                party hereby agrees that the other party or its agents may electronically
                record all telephone conversations between officers or employees
                of the
                consenting party and the officers or employees of the other party
                who
                quote on, agree to, or otherwise discuss terms of Transactions or
                potential Transactions on behalf of the party. Each party
                may, at each party’s respective expense, maintain equipment necessary to
                record Transactions on audiotapes and/or digital recording media
                (“Transaction
                Tapes”)
                and retain Transaction Tapes and the electronic evidence of Transactions
                on such Transaction Tapes in such manner and for so long as each
                party
                deems necessary in its sole respective discretion, but is not obligated
                to
                do so; provided that NEITHER
                PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY MALFUNCTION OF SUCH
                EQUIPMENT OR THE OPERATION THEREOF IN RESPECT OF ANY
                TRANSACTION WITHOUT
                REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT
                LIMITATION, THE SOLE, JOINT, CONCURRENT, CONTRIBUTORY, AND/OR COMPARATIVE
                NEGLIGENCE (WHETHER GROSS OR SIMPLE, OR ACTIVE OR PASSIVE), STRICT
                LIABILITY, OR OTHER FAULT OF ANY PARTY.
                No Transaction shall be invalidated should a Transaction Tape be
                erased
                for any reason or a malfunction occur in equipment utilized for recording
                Transactions or retaining Transaction Tapes or the operation thereof.
                

            


    

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      	 	
              (iii)

            	
              Waiver
                of Statute of Frauds.
                THE
                PARTIES HEREBY WAIVE ALL PROVISIONS OF ANY APPLICABLE STATUTE OF
                FRAUDS
                WITH RESPECT TO ANY TRANSACTIONS SUBJECT TO THIS AGREEMENT; PROVIDED,
                HOWEVER, AMENDMENTS TO THE TERMS AND PROVISIONS OF THIS AGREEMENT
                MUST BE
                IN WRITING AND SIGNED BY THE PARTIES.
                The parties agree not to contest or assert a defense to the validity
                or
                enforceability of Transactions entered into orally under laws relating
                to
                whether certain agreements are to be in writing or signed by the
                party to
                be thereby bound.

            


    

    


    (iv)   Confirmation
      of a Transaction.
      

    


    
      	 	
              (1)

            	
              With
                respect to each Transaction entered into pursuant to this Agreement,
                Party
                A will promptly send a Confirmation to Party B by
                any reasonable means, including, without limitation, by facsimile,
                hand
                delivery, courier, or certified United States mail (return receipt
                requested).
                Failure by Party A to send, or Party B to return, a Confirmation
                shall not
                invalidate any Transaction. Party A adopts its confirming letterhead,
                or
                the like, as its signature on any Confirmation as its identification
                and
                authentication. 

            


    

    


    
      	 	
              (2)

            	
              If
                Party A's Confirmation is materially different from Party B's
                understanding of the terms of a Transaction, Party B shall notify
                Party A
                of any such material differences in writing by the Confirm Deadline.
                "Confirm
                Deadline"
                shall mean 5:00 p.m. in Party B's time zone on the fifth New York
                Business
                Day following the New York Business Day a Confirmation is received
                by
                Party B; provided, if the Confirmation is received after 5:00 p.m.
                in
                Party B's time zone, it shall be deemed received at the opening of
                the
                next New York Business Day. “New
                York Business Day”
                shall mean any day except for a Saturday, Sunday or a day on which
                the
                Federal Reserve Bank of New York is closed.


            


    

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
      	 	
              (3)

            	
              The
                failure of Party B to so notify Party A of any such material differences
                in writing by the Confirm Deadline constitutes Party B's acceptance
                of the
                description of the terms of the Transaction in Party A's Confirmation.
                If
                Party B has timely objected in writing to the terms of Party A’s
                Confirmation, such Transaction remains valid and the parties remain
                legally bound thereby; however, both parties shall in good faith
                attempt
                to resolve such differences. Once such material differences are resolved,
                Party A may transmit a written Confirmation to Party B, and such
                written
                Confirmation shall be accepted (or disputed) pursuant to the provisions
                of
                Part 5(b)(iv). The provisions of Part 5(b)(iv) may be repeated as
                many
                times as necessary to produce a written Confirmation that is accepted
                or
                deemed accepted by the receiving
                party.

            


    

    


    
      	 	
              (4)

            	
              Notwithstanding
                the provisions of Section 12(a)(iii) of the Agreement, a
                written Confirmation and any other writing related to or in response
                to a
                written Confirmation shall be deemed delivered to the receiving party
                (i)
                when actually received by the receiving party or (ii) with respect
                to a
                written Confirmation and other writing delivered by facsimile, when
                the
                sending party’s facsimile machine indicates by an electronic or written
                facsimile log that the receiving party’s facsimile machine received such
                written Confirmation.

            


    

    


    
      	 	
              (5)

            	
              Party
                A shall not be required to maintain or retain a paper-based version
                of the
                written Confirmation delivered to Party B. In addition to a paper-based
                version of the written Confirmation delivered to Party B, the following
                shall constitute a “written Confirmation” for all purposes of this
                Agreement: (i) an electronic image of a paper-based version of the
                written
                Confirmation, and (ii) data in Party A’s computer system.
                

            


    

    


    
      	 	
              (6)

            	
              In
                the absence of a written Confirmation that the parties have signed
                or
                deemed to have accepted, any evidence may be used to establish the
                terms
                of a Transaction, including, without limitation, a Transaction Tape,
                oral
                testimony, data in a computer system, trade tickets, and/or notes.
                If a
                written Confirmation exists which the parties have executed or deemed
                to
                have accepted, in the event of conflict between the terms of the
                written
                Confirmation and any other evidence of the terms of a Transaction
                (including, without limitation, a Transaction Tape, oral testimony,
                data
                in a computer system, trade tickets, and/or notes), the terms of
                the
                written Confirmation shall control to the extent of any such
                conflict.

            


    

    


    
      	 	
              (v)

            	
              Confirmations
                Do Not Amend Certain Terms.
                Confirmations shall not amend the terms of this Agreement unless
                a
                Confirmation is in writing and signed by both
                parties.

            


    

    


    
      	
              (c)

            	
              Applicable
                Rate.
                The definition of "Applicable Rate" set forth in Section 14 is hereby
                amended by adding to the end of Section (b) of the definition after
                the
                word "Rate" the following provision: "; provided,
                however,
                that if the payee is a Defaulting Party for purposes of Section 6(e),
                then
                the rate shall be the Non-default
                Rate."

            


    

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    
      	
              (d)

            	
              Limitation
                of Rate.
                Notwithstanding any provision to the contrary contained in this Agreement,
                in no event shall the Default Rate, Non-default Rate, or Termination
                Rate
                exceed the maximum non-usurious interest rate, if any, that at any
                time or
                from time to time may be contracted for, taken, reserved, charged,
                or
                received on the subject indebtedness under the law applicable to
                such
                party.

            


    

    


    
      	
              (e)

            	
              Set-off.
                Without affecting or prejudicing the provisions of this Agreement
                requiring the calculation and payment of certain net payment amounts
                on
                Scheduled Payment Dates, all payments will be made without Set-off
                or
                counterclaim; provided, however, that upon the designation or deemed
                designation of an Early Termination Date, in addition to and not
                in
                limitation of any other right or remedy (including any right to Set-off,
                counterclaim, or otherwise withhold payment) under applicable law
                or this
                Agreement, the Non-defaulting Party or the non-Affected Party (in
                either
                case, “X”) may, at its option and in its discretion, Set-off, against any
                amounts owed to the Defaulting Party or Affected Party (in either
                case,
                “Y”) in Dollars or any other currency by X or any Affiliate of X under
                this Agreement or otherwise, any amounts owed in Dollars or any other
                currency by Y to X or any Affiliate of X under this Agreement or
                otherwise. The obligations of Y and X under this Agreement in respect
                of
                such amounts shall be deemed satisfied and discharged to the extent
                of any
                such Set-off. For this purpose, the amounts subject to the Set-off
                may be
                converted at the applicable prevailing exchange rate into the Termination
                Currency by X. If the amount of an obligation has not been ascertained,
                X
                may, in good faith, estimate that obligation and Set-off in respect
                of the
                estimate, subject to X or Y, as the case may be, accounting to the
                other
                party when the obligation is ascertained. X will give Y notice of
                any
                Set-off effected under this section provided that failure to give
                such
                notice shall not affect the validity of the Set-off. Nothing in this
                paragraph shall be deemed to create a charge or other security interest.
                The rights provided by this paragraph are in addition to and not
                in
                limitation of any other right or remedy (including any right to Set-off,
                counterclaim, or otherwise withhold payment) to which a party may
                be
                entitled (whether by operation of law, contract or
                otherwise).

            


    

    


    
      	
              (f)

            	
              Definitions
                and Inconsistency.
                This
                Agreement, each Confirmation, and each Transaction are subject to
                the 2006
                ISDA Definitions (the "Swap
                Definitions"), the 2005 ISDA Commodity Definitions, (the "Commodity
                Definitions") each as published by the International Swaps and Derivatives
                Association, Inc. (collectively the "ISDA Definitions"). The ISDA
                Definitions are incorporated by reference herein, and made part of,
                this
                Agreement and each Confirmation as if set forth in full in this Agreement
                and such Confirmations. Unless otherwise specified in a Confirmation,
                any
                capitalized terms used herein and not otherwise defined herein shall
                have
                the respective meanings ascribed to them in the Swap Definitions,
                and the
                Commodity Definitions (except that references to "Swap Transactions"
                in
                the definitions will be deemed to be references to "Transactions").
                In the
                event of any inconsistency between the provisions of the Swap Definitions
                and the Commodity Definitions, the Commodity Definitions will prevail.
                In
                the event of any inconsistency between the provisions of this Agreement
                and the ISDA Definitions, this Agreement will prevail. In the event
                of any
                inconsistency between the provisions of the Credit Support Documents,
                if
                any, and the ISDA Definitions, the Credit Support Documents will
                prevail.
                Subject to Section 1(b) of this Agreement, in the event of any
                inconsistency between the provisions of any Confirmation and this
                Agreement or the ISDA Definitions, the Confirmation will prevail
                for the
                purpose of the relevant Transaction; provided however, a Confirmation
                may
                not amend or conflict with any provisions of this Agreement regarding
                Events of Default, or Termination
                Events.

            


    

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (g)    Change
      of Account.
      Section 2(b) is hereby amended by adding the following at the end
      thereof:

    


    "and
      provided that, unless the other party consents (which consent shall not be
      unreasonably withheld, conditioned, or delayed), such new account shall be
      in
      the same tax jurisdiction as the original account." 

    


    
      	
              (h)

            	
              Deduction
                or Withholding for Tax.
                Section 2(d)(i)(4) of this Agreement is amended by the addition of
                a new
                sub-paragraph (C) as follows:

            


    

    


    “(C) Y
      refusing to supply any form or document under 4(a)(iii) on grounds of material
      prejudice to its legal or commercial position.”

    


    Section
      5(b)(ii) will be amended by the addition of “or (C)“ after the words “or (B)” at
      the end of the last line.

    


    
      	
              (i)

            	
              Agreements
                - Notices.
                Section 4(d) of this Agreement is hereby deleted in its entirety
                and
                replaced by the following:

            


    

    


    "(d) Notice.
      It will give notice of any failure of a representation made by it under Section
      3(f) to be accurate and true promptly upon learning of such
      failure.

    


    
      	
              (j)

            	
              Termination
                Payments by Non-Defaulting Party.
                Notwithstanding the provisions of Sections 6(e) and 6(d) of the Agreement,
                if there is a Defaulting Party, the obligations of the Non-defaulting
                Party to pay to the Defaulting Party any amount under Section 6(e)
                shall
                not arise until, and shall be subject to the conditions precedent
                that,
                the Non-defaulting Party shall have received confirmation satisfactory
                to
                it in its sole discretion that (A) all Transactions are terminated
                in
                accordance with Section 6(c), and (B) all obligations (contingent
                or
                absolute, matured or unmatured) of the Defaulting Party to make any
                payment to the Non-defaulting Party or any Affiliate of the Non-defaulting
                Party shall have been fully and finally performed, and (C) if the
                Defaulting Party is subject to the jurisdiction of a bankruptcy court,
                an
                order of such bankruptcy court (in form reasonably acceptable to
                the
                Non-defaulting Party) shall be final and non-appealable and shall
                approve
                such payment by the Non-defaulting Party; and provided,
                further,
                that if under the foregoing provisions it is determined that the
                Non-defaulting Party is to make a payment to the Defaulting Party,
                there
                shall be deducted from the amount of such payment all amounts which
                the
                Defaulting Party may be obligated to pay under Section 11.
                

            


    

    


    (k) Transfer.
      Section 7 is hereby amended to read as follows:

    


    
      	 	
              (i)

            	
              "Subject
                to the last sentence of Section 6(b)(ii), neither this Agreement
                nor any
                interest or obligation in or under this Agreement may be transferred
                (whether by way of security or otherwise) by either party without
                the
                prior written consent of the other party, which consent shall not
                be
                unreasonably withheld and any purported transfer without such consent
                will
                be void."

            


    

    


    
      	 	
              (ii)

            	
              The
                parties acknowledge that Party B has assigned all of its rights and
                interests under this Agreement (including each Transaction entered
                into
                between the parties, whether before or after the date of this Agreement)
                as security under the Security Documents, to the extent provided
                therein.

            


    

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              (l)

            	
              Waiver
                of Right to Trial by Jury.
                Each of the parties hereby irrevocably waives any and all right to
                a trial
                by jury with respect to any legal proceeding arising out of or relating
                to
                this Agreement or any Transaction.

            


    

    


    
      	
              (m)

            	
              Additional
                Representations.
                Section
                3 of the Agreement is hereby amended by adding at the end thereof
                the
                following subsections (g) through
                (k):

            


    

    


    
      	 	
              (g)

            	
              Swap
                Agreement.
                (1) This Agreement and any Transaction entered into hereunder constitutes
                a “swap agreement” within the meaning of the Commodity Exchange
                Act, as
                amended, (7 USC Sec. 1 et. seq.) and its underlying Regulations (17
                CFR
                Sec. 1 et. seq.); and (2) this Agreement and any Transaction entered
                into
                hereunder constitutes a “swap agreement” within the meaning of the United
                States Bankruptcy Code (11 USC Sec. 101(53B)
                (2000)).

            


    

    


    
      	 	
              (h)

            	
              Eligible
                Commercial Entity/Eligible Contract Participant.
                It constitutes an "eligible commercial entity" or "eligible contract
                participant” as such terms are defined in the Commodity Exchange Act (7
                USC Sec. 1a (11) and (12)).

            


    

    


    
      	 	
              (i)

            	
              Relationship
                Between the Parties.
                In
                connection with the negotiation of, the entering into, and the confirming
                of the execution of, this Agreement, any Credit Support Document to which
                it is a party, and each Transaction: (i) it is acting as principal
                (and
                not as agent or in any other capacity, fiduciary or otherwise); (ii)
                the
                other party is not acting as a fiduciary or financial or investment
                advisor for it; (iii) it is not relying upon any representations
                (whether
                written or oral) of the other party other than the representations
                expressly set forth in this Agreement and in such Credit Support
                Document;
                (iv) the other party has not given to it (directly or indirectly
                through
                any other person) any advice, counsel, assurance, guaranty, or
                representation whatsoever as to the expected or projected success,
                profitability, return, performance, result, effect, consequence,
                or
                benefit (either legal, regulatory, tax, financial, accounting, or
                otherwise) of this Agreement, such Credit Support Document, or such
                Transaction; (v) it has consulted with its own legal, regulatory,
                tax,
                business, investment, financial, and accounting advisors to the extent
                it
                has deemed necessary, and it has made its own investment, hedging,
                and
                trading decisions based upon its own judgment and upon any advice
                from
                such advisors as it has deemed necessary, and not upon any view expressed
                by the other party; (vi) all trading decisions have been the result
                of
                arm’s length negotiations between the parties; and (vii) it is entering
                into this Agreement, such Credit Support Document, and such Transaction
                with a full understanding of all of the risks hereof and thereof
                (
                economic and otherwise), and it is capable of assuming and willing
                to
                assume ( economic and otherwise) those
                risks.

            


    

    


    
      	 	
              (j)

            	
              Line
                of Business.
                It
                has entered into this Agreement (including each Transaction evidenced
                hereby) in conjunction with its line of business (including financial
                intermediation services) or the financing of its
                business.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              Standardization,
                Creditworthiness, and Transferability.
                The material economic terms of the Agreement, any Credit Support
                Document
                to which it is a party, and each Transaction have been individually
                tailored and negotiated by it; it has received and reviewed financial
                information concerning the other party and has had a reasonable
                opportunity to ask questions of and receive answers and information
                from
                the other party concerning such other party, this Agreement, such
                Credit
                Support Document, and such Transaction; the creditworthiness of the
                other
                party was a material consideration in its entering into or determining
                the
                terms of this Agreement, such Credit Support Document, and such
                Transaction; and the transferability of this Agreement, such Credit
                Support Document, and such Transaction is restricted as provided
                herein
                and therein.

            


    

    


    
      	
              (n)

            	
              Agreement
                Not Construed Against Drafter.
                This Agreement (including this Schedule, Credit Support Annex, Paragraph
                13 to the Credit Support Annex, any Confirmation, or any other amendment
                hereto) shall not be construed against the drafter thereof, and the
                rule
                of contract construction requiring a contract to be construed against
                the
                drafter thereof is expressly waived by both
                parties.

            


    

    


    
      	
              (o)

            	
              Accuracy
                of Specified Information.
                Section 3(d) of this Agreement is hereby amended by adding in the
                third
                line thereof after the word “respect” and before the period, the words
                “or, in the case of audited or unaudited financial statements, a
                presentation of the financial condition of the relevant party in
                accordance with generally accepted accounting principles, consistently
                applied.”

            


    

    


    
      	
              (p)

            	
              Reference
                Market-Makers.
                The
                definition of “Reference Market-makers” in Section 14 of this Agreement is
                hereby amended by: (i) deleting “(a)” from the second line thereof, (ii)
                deleting in the fourth line thereof after the word “credit” the words “and
                (b) to the extent practicable, from among such dealers having an
                office in
                the same city” and (iii) replacing such words with the words “or to enter
                into transactions similar in nature to
                Transactions.”

            


    

    


    
      	
              (q)

            	
              Confidentiality.
                The contents of this Agreement and all other documents relating to
                this
                Agreement, and any information made available by one party or its
                Credit
                Support Provider to the other party or its Credit Support Provider
                with
                respect to this Agreement is confidential and shall not be disclosed
                to
                any third party (nor shall any public announcement relating to this
                Agreement be made by either party), except for such information (i)
                as may
                become generally available to the public, (ii) as may be required
                or
                appropriate in response to any summons, subpoena, or otherwise in
                connection with any litigation or to comply with any applicable law,
                order, regulation, ruling, or accounting disclosure rule or standard,
                provided that the parties agree that should the Securities Exchange
                Commission (“SEC”) “require” Party B to file this Agreement in its SEC
                filings, disclosure of this Agreement by Party B in such filings
                is
                permitted, (iii) as may be obtained from a non-confidential source
                that
                disclosed such information in a manner that did not violate its
                obligations to the non-disclosing party or its Credit Support Provider
                in
                making such disclosure, or (iv) as may be furnished to the disclosing
                party’s Affiliates, and to each of such person’s auditors, attorneys,
                advisors or lenders which are required to keep the information that
                is
                disclosed in confidence. With respect to information provided with
                respect
                to a Transaction, this obligation shall survive for a period of one
                (1)
                year following the expiration or termination of such Transaction.
                With
                respect to information provided with respect to this Agreement, this
                obligation shall survive for a period of one (1) year following the
                expiration or termination of this Agreement.


            


    

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              (r)

            	
              Party
                B covenants to Party A that it will ensure that its payment obligations
                hereunder rank at all times pari
                passu in
                all respects with any and all of Party B’s payments outstanding on any
                Loan Obligations and/or Swap Obligations as such term is defined
                in the
                Intercreditor Agreement.

            


    

    


    
      	
              (s)

            	
              Party
                B acknowledges, agrees and covenants to Party A that this Agreement
                is a
                “Permitted Swap Agreement”, as such term is defined in the Credit
                Agreement, that Party A is an “Approved Counterparty” as such term is
                defined in the Credit Agreement, and that Party B is authorized to
                enter
                into this Agreement pursuant to Sections 7.1(m) and 7.2(s) of the
                Credit
                Agreement.

            


    

    


    


    


    


    EXECUTED
      on the dates specified below but effective as of the date first written
      above.

    


    
      	
              Party
                A:

              BP
                Corporation North America Inc.

            	
              Party
                B:

              Rancher
                Energy Corp.

            
	
               

               

              By:
                /s/ Steve Provenzano

            	
               

               

              By:
                /s/ John
                Works                                                                            
                 

            
	
              Name:
                Steve Provenzano

            	
              Name:
                John Works

            
	
              Title:
                Vice-President-Financial Products Origination

            	
              Title:
                President and Chief Executive Officer

            
	
              Date:
                10/15/07

            	
              Date:
                October 16, 2007

            


    

    


    
      
        
        

      

      
        33