EXHIBIT 10.1
SECOND AMENDMENT
TO
TERM CREDIT
AGREEMENT
THIS SECOND AMENDMENT TO TERM CREDIT AGREEMENT
(this “ Second Amendment ”)
is entered into effective as the Second 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 Second 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 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 Second Amendment.
AGREEMENT
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the undersigned hereby agree as follows:
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 8, 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:
“Second Amendment Closing Date”
means April 30, 2009.
2.
Conditions to Closing Second Amendment. Unless
specifically waived in writing by Lender, this Second 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
Second 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 Second Amendment, (b) this Second 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 Second Amendment to be effective
and (d) the execution and delivery of this Second Amendment does
not violate its organizational documents. The
representations and warranties made in this Second Amendment shall
survive the execution and delivery of this Second
Amendment. No investigation by Lender is required for
Lender to rely on the representations and warranties in this Second
Amendment.
4.
Scope of Amendment; Reaffirmation; Release. All
references to the Credit Agreement shall refer to the Credit
Agreement as amended by this Second Amendment. Except as
affected by this Second Amendment, th
