EXHIBIT 10.1
FIFTH AMENDMENT TO
TERM CREDIT
AGREEMENT
THIS FIFTH AMENDMENT TO TERM CREDIT AGREEMENT
(this “ Fifth Amendment ”)
is entered into effective as the Fifth Amendment Closing Date (as
defined below) between RANCHER ENERGY CORP. , a Nevada
corporation (“ Borrower ”), and
GASROCK CAPITAL LLC , a Delaware limited liability company
(“ Lender ”). Capitalized
terms used but not defined in this Fifth Amendment have the meaning
given them in the Credit Agreement (as defined below).
RECITALS
A. Borrower and Lender entered into that
certain Term Credit Agreement dated as of October 16, 2007 (as
amended by that certain First Amendment thereto dated October 22,
2008, that certain Second Amendment thereto dated April 30, 2009,
that certain Third Amendment thereto dated May 8, 2009, that
certain Fourth Amendment thereto dated May 13, 2009, and as
amended, restated or supplemented from time to time, the “
Credit Agreement ”).
B. Borrower and Lender have agreed to amend
the Credit Agreement, subject to the terms and conditions of this
Fifth Amendment.
AGREEMENT
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the undersigned hereby agree as follows:
1.
Specific Amendments to Credit Agreement.
Section 1.1, Defined Terms
, of the Credit Agreement is hereby
amended by revising the following definition in its entirety to
read as follows:
“
Maturity Date ” means the earliest of (a) May 21,
2009, (b) the date on which all Obligations (other than the
obligations under any ORRI Conveyance and indemnity obligations and
similar obligations that expressly survive the termination of the
Loan Documents) have been paid in full and this Agreement has
terminated, and (c) the date on which Lender notifies Borrower of
the acceleration of payments of all or any portion of the
Obligations based on the occurrence of an Event of
Default.
Section 1.1, Defined Terms
, of the Credit Agreement is hereby
amended by adding the following definition in its proper
alphabetical order thereto:
“Fifth Amendment Closing Date” means
May 19, 2009.
2. Conditions to Closing Fifth
Amendment. Unless specifically waived in writing by Lender,
this Fifth Amendment shall be effective once Lender shall have
received the following documentation, each in form
and substance satisfactory to Lender and its legal counsel, in
their sole discretion:
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(a) this Fifth
Amendment executed by Borrower and Lender; and
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(b) such other
documents as Lender may reasonably request.
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3. Representations and
Warranties. Borrower represents and warrants to
Lender that (a) it possesses all requisite power and authority to
execute, deliver and comply with the terms of this Fifth Amendment,
(b) this Fifth Amendment has been duly authorized and approved by
all requisite corporate action on the part of Borrower, (c) no
other consent of any Person (other than Lender) is required for
this Fifth Amendment to be effective and (d) the execution and
delivery of this Fifth Amendment does not violate its
organizational documents. The representations and
warranties made in this Fifth Amendment shall survive the execution
and delivery of this Fifth Amendment. No investigation
by Lender is required for Lender to rely on the representations and
warranties in this Fifth Amendment.
4. Scope of Amendment; Reaffirmation;
Release. All references to the Credit Agreement
shall refer to the Credit Agreement as amended by this Fifth
Amendment. Except as affected by this Fifth
Amendment,
