EXHIBIT 10.1
SEVENTH AMENDMENT
TO
TERM CREDIT
AGREEMENT
THIS SEVENTH AMENDMENT TO TERM
CREDIT AGREEMENT (this “ Seventh
Amendment ”) is entered into effective as the
Seventh Amendment Closing Date (as defined below) between
RANCHER ENERGY CORP. , a Nevada corporation (“
Borrower ”), and GASROCK CAPITAL LLC , a
Delaware limited liability company (“ Lender
”). Capitalized terms used but not defined in this
Seventh Amendment have the meaning given them in the Credit
Agreement (as defined below).
RECITALS
A. Borrower
and Lender entered into that certain Term Credit Agreement dated as
of October 16, 2007 (as amended by that certain First Amendment
thereto dated October 22, 2008, that certain Second Amendment
thereto dated April 30, 2009, that certain Third Amendment thereto
dated May 8, 2009, that certain Fourth Amendment thereto dated May
13, 2009, that certain Fifth Amendment thereto dated May 19, 2009,
that certain Sixth Amendment thereto dated May 21, 2009 and as
amended, restated or supplemented from time to time, the “
Credit Agreement ”).
B. Borrower
and Lender have agreed to amend the Credit Agreement, subject to
the terms and conditions of this Seventh Amendment.
AGREEMENT
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the undersigned hereby agree as follows:
1.
Specific Amendments to Credit Agreement.
Section 1.1, Defined Terms
, of the Credit Agreement is hereby
amended by revising the following definition in its entirety to
read as follows:
“ Maturity Date ” means the
earliest of (a) June 3, 2009, (b) the date on which all Obligations
(other than the obligations under any ORRI Conveyance and indemnity
obligations and similar obligations that expressly survive the
termination of the Loan Documents) have been paid in full and this
Agreement has terminated, and (c) the date on which Lender notifies
Borrower of the acceleration of payments of all or any portion of
the Obligations based on the occurrence of an Event of
Default.
Section 1.1, Defined
Terms , of the Credit
Agreement is hereby amended by adding the following definition in
its proper alphabetical order thereto:
“Seventh Amendment Closing Date”
means May 27, 2009.
2.
Conditions to Closing Seventh Amendment. Unless
specifically waived in writing by Lender, this Seventh Amendment
shall be effective once Lender shall have received the
following documentation, each in form and substance
satisfactory to Lender and its legal counsel, in their sole
discretion:
(a)
this Seventh Amendment executed by Borrower and Lender;
and
(b)
such other documents as Lender may reasonably
request.
3.
Representations and Warranties. Borrower
represents and warrants to Lender that (a) it possesses all
requisite power and authority to execute, deliver and comply with
the terms of this Seventh Amendment, (b) this Seventh Amendment has
been duly authorized and approved by all requisite corporate action
on the part of Borrower, (c) no other consent of any Person (other
than Lender) is required for this Seventh Amendment to be effective
and (d) the execution and delivery of this Seventh Amendment does
not violate its organizational documents. The
representations and warranties made in this Seventh Amendment shall
survive the execution and delivery of this Seventh
Amendment. No investigation by Lender is required for
Lender to rely on the representations and warranties in this
Seventh Amendment.
4. Scope of
Amendment; Reaffirmation; Release. All references
to the Credit Agreement shall refer to the Credit Agreement as
amended by this Sevent
