INTERCREDITOR AGREEMENT
THIS
INTERCREDITOR AGREEMENT (this “Agreement”)
is
dated effective as of October 16, 2007, among BP
CORPORATION NORTH AMERICA, INC.,
an
Indiana corporation (“Swap
Counterparty”),
RANCHER
ENERGY CORP.,
a
Nevada corporation (“Borrower”),
and
GASROCK
CAPITAL LLC,
a
Delaware limited liability company (“GasRock”).
RECITALS:
A. Borrower
and GasRock entered into that certain Term Credit Agreement dated as of October
16, 2007 (as amended, supplemented or restated from time to time, the
“Credit
Agreement”).
B. Borrower
is also entering into that certain ISDA Master Agreement dated as of October
16,
2007, between Borrower and Swap Counterparty (the “October
2007 ISDA”),
and
GasRock has consented to Borrower entering into the October 2007 ISDA and agrees
that such agreement is a Permitted Swap Agreement (defined below).
C. GasRock,
Swap Counterparty and Borrower desire to memorialize their agreement as to
the
relative priorities of the Loan Obligations (defined below), the Swap
Obligations (defined below), and provide for the sharing of liens to secure
those obligations.
AGREEMENTS:
In
consideration of the mutual covenants and promises of this Agreement, and for
other consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower, Swap Counterparty, and GasRock agree as follows:
| 1. |
Definitions.
As used in this Agreement,
|
Business
Day
means
any day other than a Saturday, Sunday or other day in which banking institutions
in New York, New York are authorized or obligated by law or executive order
to
close.
Collateral
means,
collectively, all the properties and rights described in the Security Documents
as security for any of the Loan Obligations, and shall include all real property
of Borrower, including but not limited to hydrocarbon leases, royalty interests,
overriding royalty interests, production payments or similar interests in real
property, and all amounts on deposit in any deposit account or securities
account which have been pledged to secure all or any portion of the Loan
Obligations.
Crude
Oil
means
all crude oil and condensate.
Debtor
Relief Law
means
any applicable liquidation, conservatorship, bankruptcy, insolvency,
rearrangement, moratorium, reorganization, or similar debtor relief laws
affecting the rights of creditors generally from time to time in
effect.
Default
means
either a Payment Default or a Non-Payment Default.
GAAP
means
generally accepted accounting principles recognized as such by the Financial
Accounting Standards Board (or generally recognized successor) consistently
applied and maintained throughout the period indicated and consistent with
applicable laws, except for changes mandated by the Financial Accounting
Standards Board or any similar accounting authority of comparable standing.
Whenever any accounting term is used herein which is not otherwise defined,
it
shall be interpreted in accordance with GAAP.
GasRock
Lien
has the
meaning given to that term in Section
2(b).
Governmental
Authority
means
the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government over Borrower,
any affiliate, or any of their properties.
Hedging
Agreement
means
any swap agreement, cap, collar, floor, exchange transaction, forward agreement
or the exchange or protection agreement related to Crude Oil, Natural Gas or
other Hydrocarbons or any option with respect to such transaction, in each
instance between Borrower and Swap Counterparty.
Hydrocarbons
means
all Crude Oil, Natural Gas, distillate and sulphur, natural gas liquids and
all
products recovered in the processing of natural gas liquids, including, without
limitation, natural gasoline, isobutane, normal butane, propane and ethane
(including such methane allowable in commercial ethane), produced from or
attributable to the leases comprising the Collateral.
Lender
has
the
meaning given to that term in the Credit Agreement.
Lien
means
any interest in property (real or personal) securing an obligation owed to,
or a
claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute or contract, and whether such obligation
or
claim is fixed or contingent, and including but not limited to (a) the lien
or
security interest arising from a mortgage, encumbrance, pledge, deed of trust,
conditional sale or trust receipt or a lease, consignment or bailment for
security purposes or (b) production payments and the like payable out of oil
and
gas properties. The term “Lien”
shall
include easements, restrictions, servitudes, permits, conditions, covenants,
exceptions or reservations. For the purposes of this Agreement, Borrower shall
be deemed to be the owner of any real property which it has acquired or holds
subject to a conditional sale agreement, or leases under a financing lease
or
other arrangement pursuant to which title to the real property has been retained
by or vested in some other Person in a transaction intended to create a
financing.
Loan
Documents
means
the “Loan Documents” as defined in the Credit Agreement, and includes the Credit
Agreement and each of the Security Documents.
2
Loan
Obligations
means
(a) the “Obligations” under the Credit Agreement, and (b) all other amounts due
under the Loan Documents or any of the Security Documents, in each case whether
now existing or hereafter incurred, whether direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, or joint and several, now or hereafter
existing, due or to become due whether evidenced in writing or not, together
with all costs, expenses, and attorneys’ fees incurred in the enforcement or
collection thereof, and including, without limitation, interest thereon after
the commencement of any proceedings under any Debtor Relief Laws.
Natural
Gas
means
all natural gas, and any natural gas liquids and all products recovered in
the
processing of natural gas (other than condensate) including, without limitation,
natural gasoline, casinghead gas, iso-butane, normal butane, propane and ethane
(including such methane allowable in commercial ethane) produced from or
attributable to the Collateral.
Non-Payment
Default means
a
default including but not limited to an “Additional Termination Event” as
defined in Swap Agreement (after any applicable grace period) other than a
Payment Default, under the Credit Agreement or Permitted Swap Agreement, as
applicable.
Payment
Default means
a
failure to pay principal, interest, fees or any other payment when due (or
within any applicable grace period) under the Loan Documents or the Swap
Documents, as applicable.
Permitted
Swap Agreement
means a
Swap Agreement (i)
provided in those certain master swap agreements or International Swaps and
Derivatives Association forms and the other Swap Documents related thereto
which
Borrower enters into with counterparties acceptable to Lender, as evidenced
by
Lender’s prior written approval (which approval will not be unreasonably
withheld or delayed) and (ii)
on
terms reasonably satisfactory to Lender. For the avoidance of all doubt, the
October 2007 ISDA is a Permitted Swap Agreement, and all references to
“Permitted Swap Agreement” in this Agreement will be deemed to refer to the
October 2007 ISDA.
Person
means
any individual, partnership, limited partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, syndicate, Governmental Authority or other entity or
organization.
Proceeds
includes
any and all cash proceeds and other property received by GasRock, or any other
lender, from or for the account of Borrower, from or with respect to the
Security Documents, or from any sale, exchange, destruction, condemnation,
foreclosure, liquidation under any Debtor Relief Law or other disposition of
any
of the Collateral; provided,
however,
that
such term will not include sales of any Hydrocarbons produced from or
attributable to the Collateral in the ordinary course of the Borrower’s
business.
3
Ratably
or
Ratable
means,
with respect to any amount to be allocated between GasRock and Swap
Counterparty, the allocation of a portion of such amount to (a) GasRock such
that the ratio that the amount allocated to GasRock bears to the total amount
to
be so allocated equals the ratio of the Loan Obligations to the Total
Obligations and (b) Swap Counterparty such that the ratio that the amount
allocated to Swap Counterparty bears to the total amount to be so allocated
equals the ratio of the Swap Obligations to the Total Obligations.
Right
or
Rights
means
rights, remedies, powers, privileges and benefits.
Security
Documents
means
the deeds of trust, mortgages, security agreement, and all other documents
listed on Annex 1 hereto.
Swap
Agreement
means
(i)
any
interest rate or currency swap, rate cap, rate collar, forward agreement and
other exchange or rate protection agreements or any option with respect to
any
such transaction and (ii)
any
swap agreement, cap, collar, floor, exchange transaction, forward agreement
or
exchange or protection agreement related to Hydrocarbons or any option with
respect to such transaction.
Swap
Documents
means
the Permitted Swap Agreement together with each confirmation of trade under
such
Permitted Swap Agreement.
Swap
Obligations
means
all amounts owed or to become owing by Borrower to Swap Counterparty under
the
Swap Documents, together with all costs, expenses, and attorneys’ fees incurred
in the enforcement or collection thereof, and including, without limitation,
interest thereon after the commencement of any proceedings under any Debtor
Relief Laws.
Total
Obligations
means,
as of the date of the determination, an amount equal to the Loan Obligations
plus
the Swap
Obligations.
UCC
means
the Uniform Commercial Code as adopted in Texas and as amended from time to
time.
| 2. |
Obligations
and Liens are Pari
Passu.
|
(a) The
Loan
Obligations shall be pari
passu
with the
Swap Obligations.
(b) GasRock
shall have a Lien (the “GasRock
Lien”)
on the
Collateral to secure the Loan Obligations for the benefit of GasRock and the
Swap Obligations for the benefit of Swap Counterparty. If any separate Lien
is
granted to secure all or any part of the Swap Obligations for the benefit of
Swap Counterparty, the GasRock Lien shall be pari
passu with
any
such Lien now or hereafter existing in favor of Swap Counterparty to secure
all
or any part of the Swap Obligations notwithstanding (i) the
date, manner, or order of any grant, attachment, or perfection of such Lien
on
the Collateral, (ii)
any
provision of the UCC, other applicable law, the Loan Documents, or the Swap
Documents or (iii)
any
manner of enforcement of any Lien or other Rights.
4
(c) GasRock
hereby acknowledges and agrees that (i) Swap Counterparty is an “Approved
Counterparty” as such term is defined in the Credit Agreement, (ii) the October
2007 ISDA, together with all transactions entered into thereunder, is a
Permitted Swap Agreement, and (iii) Borrower is authorized to enter into the
Swap Documents with Swap Counterparty in accordance with Section 7.2(s) of
the
Credit Agreement.
3. Appointment
of GasRock as Agent.
Swap
Counterparty hereby appoints GasRock to act as its agent (in such capacity,
the
“Agent”),
in
its name and on its behalf, in and under each of the Security Documents, to
hold
the Lien on the Collateral, with power of sale, in its name for the benefit
and
security of GasRock and Swap Counterparty and for enforcement and payment of
the
Loan Obligations and the Swap Obligations, respectively; to take such action
on
behalf of GasRock and Swap Counterparty under the terms and provisions of the
Security Documents and to exercise such rights and remedies under the Security
Documents as are specifically delegated to or required of GasRock under the
terms and provisions of this Agreement. Agent shall, as soon as commercially
practical, distribute to GasRock and Swap Counterparty their Ratable share
of
all Proceeds in accordance with Section
6
below.
4. Release
of Collateral.
Agent,
in its capacity as beneficiary and mortgagee under the Security Documents,
may
not release any Collateral from the Lien created under any of the Security
Documents unless such release (i) is in accordance with Section 6.3 of the
Credit Agreement or otherwise is in accordance with the terms and conditions
of
the Credit Agreement and the Security Documents, and in no event may releases
of
Borrower’s fee or leasehold interest in any Hydrocarbons included as Collateral
during any twelve (12) consecutive months exceed five percent (5%) of the
discounted present value of all proved Hydrocarbons included as Collateral
without the prior written consent of GasRock and Swap Counterparty, or (ii)
occurs in connection with the indefeasible payment in full of all Loan
Obligations (other than obligations under any royalty interest or overriding
royalty interest or any indemnity obligations which survive the termination
of
the Credit Agreement) while no Default has occurred or is continuing, but only
to the extent that Borrower has provided to the Swap Counterparty a first
priority lien on replacement Collateral (or alternate form of acceptable credit
support) in support of all Swap Obligations in form, substance and amount
acceptable to the Swap Counterparty.
5. Termination
of Agent’s Authority.
Upon
becoming aware of a Default, Swap Counterparty or GasRock shall notify the
other
in writing. Swap Counterparty’s notification of GasRock shall constitute the
Agent’s notification hereunder so long as Agent and GasRock are one in the same.
A Default notification by Swap Counterparty shall contain a request that action
be taken by Agent pursuant to the Security Documents. If Agent fails to take
any
reasonably requested action under the Security Documents following a Default
under the Swap Documents and within a reasonable time after being requested
to
do so by Swap Counterparty, or if Agent fails to diligently pursue such action
to the reasonable satisfaction of Swap Counterparty, Agent’s authority to act on
behalf of Swap Counterparty may be terminated by Swap Counterparty upon thirty
(30) days written notice to Agent and to Borrower. After any such termination
(but not before), Swap Counterparty may file such Liens and take such other
actions as it may deem necessary or advisable to secure and enforce the Swap
Obligations owed
to
Swap Counterparty. To the extent that any such Swap Counterparty files and
perfects any Lien on all or any portion of the Collateral to secure all or
any
portion of the Swap Obligations owed to it, the Lien held by Agent on the
Collateral to secure the Loan Obligations shall be pari passu
with any
Lien hereafter existing in favor of such Swap Counterparty to secure all or
any
part of the Swap Obligations owed to it, notwithstanding (i) the date, manner
or
order of any grant, attachment, or perfection of any such Lien on the
Collateral, (ii) any provision of the UCC, other applicable law, the Loan
Documents, or the Swap Documents, or (iii) any manner of enforcement of any
Lien
or other rights.
5
6. Proceeds.
All
Proceeds received by Swap Counterparty or GasRock, individually or in its
capacity as Agent under this Agreement, shall be applied in accordance with
this
Section
6.
To the
extent either GasRock or Swap Counterparty ever receives any portion of such
proceeds in excess of its Ratable share (or to the extent GasRock, in its
capacity as Agent, receives reimbursement in excess of expenses actually
incurred), the party receiving those excess Proceeds agrees to promptly make
all
necessary transfers to the other so as to give full effect to this Section
6.
Notwithstanding anything to the contrary in any other Loan Document, all
Proceeds received by Agent shall be applied in the following order:
(a) First,
to
reimburse Agent for expenses in accordance with Section
7
below;
(b) Second,
Ratably
to GasRock and Swap Counterparty; and
(c) Third,
to the
extent that any Proceeds remain after the full and indefeasible payment of
all
of the Loan Obligations (other than obligations under any royalty interest
or
overriding royalty interest or any indemnity obligations which survive the
termination of the Credit Agreement) and the Swap Obligations, to
Borrower.
7. Expenses.
GasRock
and Swap Counterparty shall each bear their Ratable share of any reasonable
expenses incurred by Agent in taking action on behalf of GasRock and Swap
Counterparty in connection with its investigation, evaluation or enforcement
of
any Rights under the Security Documents, but only to the extent Agent does
not
receive reimbursement for such expenses from any other source(s) (excluding
GasRock) within a reasonable time after such expenses are incurred; provided
that, to
the extent Swap Counterparty reimburses Agent for such expenses, Swap
Counterparty will be entitled to receive its Ratable share of any reimbursement
subsequently received by Agent from any other source(s) (excluding GasRock).
Upon request by GasRock or Swap Counterparty, Agent shall provide such
requesting party with sufficient supporting information (i.e., itemized invoices
and supporting third party invoices) as may be required by GasRock or Swap
Counterparty to determine the reasonableness of the expenses.
8. Limitation
of Liability - Agent.
Neither
Agent nor any of its representatives shall be liable for any action taken or
omitted to be taken by it or them hereunder or under any of the Security
Documents in good faith and reasonably believed by it or them to be within
the
discretion or power conferred upon it or them by this Agreement and the Security
Documents or be responsible for the consequences of any error of judgment,
except to the extent arising solely from its gross negligence or willful
misconduct. Agent shall not be responsible in any manner to any other party
for
the effectiveness, enforceability, genuineness, validity or the due execution
of
any of the Security Documents or for any representation, warranty, document,
certificate, report or statement made in or in connection with any of the
Security Documents or be under any obligation to any other party to ascertain
or
inquire as to the performance or observation of any of the terms, covenants
or
conditions of any of the Loan Documents or the Swap Documents on the part of
Borrower. GasRock and Swap Counterparty agree to Ratably indemnify Agent and
hold it harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, reasonable expenses,
and/or reasonable disbursements of any kind or nature whatsoever which may
be
imposed on, asserted against or incurred by Agent in any way relating to or
arising out of any of the Security Documents or any action taken or omitted
by
Agent under any of the Security Documents, except to the extent the same results
solely from the gross negligence or willful misconduct of Agent.
6
9. Limitation
of Liability - GasRock and Swap Counterparty.
Neither
Swap Counterparty nor GasRock, acting in its individual lending capacity, shall
incur any liability to the other except for acts or omissions in bad faith.
Neither Swap Counterparty nor GasRock, acting as Agent or in its individual
lending capacity, shall incur any liability to Borrower or any other Person
for
any act or omission of any other party.
10. Term.
Subject
to Section
22
below,
this Agreement shall terminate upon (i)
the
full and indefeasible payment of the Loan Obligations (other than obligations
under any royalty interest or overriding royalty interest or any indemnity
obligations which survive the termination of the Credit Agreement) and the
Swap
Obligations, (ii)
the
execution and delivery of a written termination notice signed by each of the
parties, or (iii)
if the
Loan Obligations (other than obligations under any royalty interest or
overriding royalty interest or any indemnity obligations which survive the
termination of the Credit Agreement) are fully and indefeasibly paid, and the
Swap Obligations remain in effect, this Agreement shall terminate if Borrower
provides to the Swap Counterparty a first priority lien in replacement
Collateral (or alternate form of acceptable credit support) in support of all
Swap Obligations in form, substance and amount acceptable to the Swap
Counterparty.
11. Removal
of Agent.
GasRock
shall not be removed as Agent for Swap Counterparty under this Agreement except
pursuant to Section
5
of this
Agreement. GasRock and Swap Counterparty agree to promptly notify Borrower
of
any removal of Agent.
12. Survival
of Rights.
All of
the respective rights and interests of GasRock and Swap Counterparty under
this
Agreement (and the respective obligations and agreements of Swap Counterparty
and GasRock under this Agreement), shall remain in full force and effect
regardless of:
(a) any
lack
of validity or enforceability of any of the Loan Documents, the Swap Documents
or any other agreement or instrument related thereto; or
(b) any
other
circumstance which might otherwise constitute a defense available to, or
discharge of, Borrower with respect to the Loan Obligations (other than
obligations under any royalty interest or overriding royalty interest or any
indemnity obligations which survive the termination of the Credit Agreement)
or
the Swap Obligations (in each case, other than the defense that such obligations
have been fully satisfied).
13. Representations
and Warranties.
GasRock, Borrower, and Swap Counterparty each represent and warrant to the
other
that:
7
(a) neither
the execution and delivery of this Agreement nor its performance of or
compliance with the terms and provisions hereof will conflict with, or result
in
a breach of the terms, conditions or provisions of, or constitute a default
under, any other credit agreement or similar instrument to which it is now
subject to, including without limitation any of the Loan Documents;
(b) it
has
all requisite authority to execute, deliver and perform its obligations under
this Agreement; and
(c) this
Agreement constitutes its legal, valid, and binding obligation, enforceable
against it in accordance with its terms, subject only to applicable bankruptcy,
insolvency or similar laws and general principles of equity.
14. Further
Assurances.
GasRock
and Swap Counterparty each covenant that, as long as this Agreement remains
in
effect, they will execute and deliver any and all other instruments reasonably
requested by the other to give effect to the terms and conditions of this
Agreement.
15. Assignment;
Agreement Binding on Successors and Assigns.
As long
as this Agreement remains in effect, neither GasRock nor Swap Counterparty
will
sell, assign, or otherwise transfer all or any part of the Loan Obligations
or
Swap Obligations, respectively, unless such sale, assignment or transfer is
made
expressly subject to the terms and conditions of this Agreement. This Agreement
shall inure to the benefit of, and shall be binding upon and enforceable against
Borrower, GasRock and Swap Counterparty and their respective successors and
assigns.
16. Notice.
Unless
otherwise provided, any consent, request, notice, or other communication under
or in connection with this Agreement must be in writing to be effective and
shall be deemed to have been given (a) if by regular mail, on the third
Business Day after it is enclosed in an envelope and properly addressed,
stamped, sealed, certified return receipt requested, and deposited in the
appropriate official postal service; (b) if by next day mail, on the first
Business Day after the Business Day it is delivered to an overnight carrier
during normal business hours, or (c) if by courier, electronic
transmissions, or facsimile transmission, when sending party receives evidence
that the notice was successfully delivered. Until changed by a subsequent notice
delivered in accordance with this Section
16,
notices
for each party are to be directed to:
For
delivery to Swap Counterparty:
BP
Corporation North America Inc.
000
XxxxXxxx Xxxx Xxxx.
Xxxxxxx,
Xxxxx 00000
Attn:
BPCNA Contracts Dept.
Telephone:
(000) 000-0000
Telecopy:
(000) 000-0000
For
delivery to Borrower:
|
Attn:
Xxxx Works
|
|
000
00xx
Xxxxxx, Xxxxx 0000
|
|
Xxxxxx,
Xxxxxxxx 00000
|
|
Telephone:
(000) 000-0000
|
Telecopy:
(000) 000-0000
8
with
copies to:
Holme
Xxxxxxx & Xxxx LLP
Attn:
Xxxxxxx Xxxxxx
0000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Telephone:
(000) 000-0000
Telecopy:
(000) 000-0000
For
delivery to GasRock either in its capacity as Agent or otherwise:
|
GasRock
Capital LLC
|
|
Attn:
Xxxxxxxx Xxxx Bass
|
0000
XxXxxxxx Xx., Xxxxx 0000
Xxxxxxx,
Xxxxx 00000-0000
|
Telephone:
(000) 000-0000
|
|
Telecopy:
(000) 000-0000
|
with
copies to:
|
Xxxxxx
& Xxxxxx, L.L.P.
|
|
Attn:
Ephraim del Pozo
|
|
0000
Xxxx Xxxxxx, 00xx Xxxxx
|
Xxxxxxx,
Xxxxx 00000
|
Telephone:
(000) 000-0000
|
|
Telecopy:
(000) 000-0000
|
17. Amendment.
This
Agreement may only be waived, amended, modified, or terminated by a written
agreement signed by the party against whom enforcement of any such waiver,
amendment, modification, or termination is sought.
18. Governing
Law.
This
Agreement must be construed, and its performance enforced, under Texas
law.
19. Invalid
Provisions.
If any
part of this Agreement is for any reason found to be unenforceable, all other
portions nevertheless remain enforceable. However, if the provision held to
be
unenforceable is a material part of the Agreement, such unenforceable provision
may, to the extent permitted by law, be replaced by a clause or provision
judicially construed and interpreted to be as similar in substance and content
to the original terms of such provision as the context would reasonably allow,
so that such clause or provision would thereafter be enforceable.
9
20. Multiple
Counterparts.
This
Agreement may be executed in any number of counterparts with the same effect
as
if all signatories had signed the same document. All counterparts will, taken
together, constitute one and the same instrument.
21. Jury
Waiver.
GasRock,
Swap Counterparty And Borrower Hereby Voluntarily, Knowingly, Irrevocably And
Unconditionally Waive Any Right To Have A Jury Participate In Resolving Any
Dispute (Whether Based Upon Contract, Tort Or Otherwise) Between GasRock, Swap
Counterparty and Borrower (or any of them) Arising Out Of Or In Any Way Related
To This Agreement.
22. Reinstatement;
Termination.
If at
any time any payment of the Loan Obligations or Swap Obligations is rescinded
or
must be restored or returned upon the insolvency, bankruptcy or reorganization
of Borrower or otherwise, the obligations of Borrower, GasRock and Swap
Counterparty under this Agreement, with respect to that payment, shall be
reinstated as though the payment had been due but not made at that
time.
23. This
Agreement to Control.
Notwithstanding Section 11.12 of the Credit Agreement or other similar
provisions in other Loan Documents or the Swap Documents, to the extent the
terms of this Agreement directly conflict with a provision in either the Loan
Documents or the Swap Documents, the terms of this Agreement shall control.
24. Entirety.
The
Agreement and all documents and instruments referenced herein Represent the
Final Agreement among GasRock, Swap Counterparty and Borrower with respect
to
the subject matter of this Agreement and May Not Be Contradicted by Evidence
of
Prior, Contemporaneous, or Subsequent Oral Agreements by the Parties. There
Are
No Unwritten Oral Agreements among the Parties.
25. Recitals
Incorporated Into Agreement.
The
recitals at the beginning of this Agreement are incorporated into this Agreement
for all purposes.
(Signatures
are on following pages)
10
|
SWAP
COUNTERPARTY:
BP
CORPORATION NORTH AMERICA, INC.,
an
Indiana corporation
|
||
| By: | /s/ Xxxxx Xxxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxxx | |
| Title: | Vice-President-Financial Products Origination | |
| GASROCK: | ||
|
GASROCK
CAPITAL LLC,
a
Delaware limited liability company
|
||
| |
|
|
| By: | /s/ Xxxxxxxx Xxxx Xxxx | |
|
Xxxxxxxx Xxxx Xxxx |
||
| Principal | ||
| BORROWER: | ||
|
a
Nevada corporation
|
||
| |
|
|
| By: | /s/ Xxxx Works | |
|
Xxxx Works |
||
| President and Chief Executive Officer | ||
ANNEX
1
Security
Documents
| 1. |
Mortgage,
Security Agreement, Financing Statement and Assignment of Production
and
Revenues dated October 16,
2007, executed by Rancher Energy Corp
|
| 2. |
Security
Agreement dated October 16,
2007, by Rancher Energy Corp., as Debtor, in favor of GasRock
Capital,
LLC, as Secured Party,
for the benefit of GasRock Capital, LLC, as Lender, and BP Corporation
North America, Inc., as Swap Counterparty.
|
| 3. |
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.
|
| 4. |
Restricted
Account and Securities
Account Control Agreement dated October 16,
2007, by and among Rancher Energy Corp., as
account debtor, Xxxxx
Fargo Bank, National Association, as depositary bank, and
GasRock Capital LLC, as Secured Party.
|
| 5. |
All
Letters in Lieu of Transfer Orders relating to Overriding Royalty
Interest
Conveyance, prepared and delivered by GasRock Capital LLC,
under the Mortgage (described above) and in connection with
the
Credit Agreement.
|
| 6. |
All
Letters in Lieu of Transfer Orders - Mortgage, prepared and delivered
by
GasRock Capital LLC,
under the Mortgage (described above) and in connection with
the
Credit Agreement.
|
