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EX-32.1 - EX-32.1 - RANGE RESOURCES CORPd72437exv32w1.htm
EX-31.1 - EX-31.1 - RANGE RESOURCES CORPd72437exv31w1.htm
Exhibit 10.1
NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
     THIS NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 30, 2010, by and among RANGE RESOURCES CORPORATION, a Delaware corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).
WITNESSETH:
     WHEREAS, Borrower, Guarantors, Administrative Agent and the Lenders entered into that certain Third Amended and Restated Credit Agreement dated as of October 25, 2006 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated March 12, 2007, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of March 26, 2007, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of October 22, 2007, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2008, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of October 21, 2008, as further amended by that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of December 11, 2008, as further amended by that certain Seventh Amendment to Third Amended and Restated Credit Agreement dated as of March 27, 2009, as further amended by that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of September 30, 2009, and as further amended, modified and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders made a revolving credit facility available to Borrower; and
     WHEREAS, Borrower has requested that Administrative Agent and the Lenders (a) amend the Credit Agreement as provided herein, and (b) consent to the amendment and restatement of Borrower’s bylaws in substantially the form attached as Annex 1 hereto, and Administrative Agent and the Lenders have agreed to do so on and subject to the terms and conditions hereinafter set forth.
     NOW, THEREFORE, the parties agree to amend the Credit Agreement as follows:
     1. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings ascribed to such terms in the Credit Agreement.
     2. Amendments to Credit Agreement.
     2.1 Additional Definition. Section 1.01 of the Credit Agreement shall be and it hereby is amended by inserting the following definition in appropriate alphabetical order:
     Ninth Amendment Effective Date” means March 30, 2010.
     2.2 Amended Definitions. The following definitions set forth in Section 1.01 of the Credit Agreement shall be and they hereby are amended in their respective entireties to read as follows:
     Aggregate Commitment” means the amount equal to the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base then in effect; provided that notwithstanding anything to the contrary contained herein or in any other Loan Document, effective as of the Ninth Amendment Effective Date, the Aggregate Commitment shall be equal to $1,250,000,000 until such time as the Aggregate Commitment is reduced or increased pursuant to the terms of this Agreement. The Aggregate Commitment may be reduced or increased pursuant to Section 2.02 and Section 2.03; provided that in no event shall the Aggregate Commitment exceed the Borrowing Base. If at any time the Borrowing Base is reduced below the Aggregate Commitment in effect prior to such reduction, the Aggregate Commitment shall be reduced automatically to the amount of the Borrowing Base in effect at such time.
     Senior Subordinated Notes” means (i) the 7 3/8% Senior Subordinated Notes due 2013, issued pursuant to the Indenture, (ii) the 6 3/8% Senior Subordinated Notes due 2015, issued pursuant to the Indenture, (iii) the 7 1/2% Senior Subordinated Notes due 2016, issued pursuant to the Indenture, (vi) the 7 1/2% Senior Subordinated Notes due 2017, issued pursuant to the Indenture,
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605.3

 


 

(v) the 7 1/4% Senior Subordinated Notes due 2018, issued pursuant to the Indenture, (vi) the 8.0% Senior Subordinated Notes due 2019, issued pursuant to the Indenture, and (vii) additional senior unsecured subordinated notes issued after the Ninth Amendment Effective Date and prior to October 15, 2010; provided that (a) the terms of such Senior Subordinated Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (b) the covenant, default and remedy provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more restrictive, taken as a whole, than those set forth in this Agreement, (c) the mandatory prepayment, repurchase and redemption provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement, and (d) the subordination provisions set forth in such Senior Subordinated Notes are at least as favorable to the Secured Parties as the subordination provisions set forth in the Indenture.
     Senior Unsecured Notes” means senior unsecured notes issued after the Ninth Amendment Effective Date and prior to October 15, 2010; provided that (i) the terms of such Senior Unsecured Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (ii) the covenant, default and remedy provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture (without giving effect to the subordination provisions) or are not materially more restrictive, taken as a whole, than those set forth in this Agreement and (iii) the mandatory prepayment, repurchase and redemption provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture (without giving effect to the subordination provisions) or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement.
     3. Reaffirmation of Borrowing Base and Aggregate Commitment. This Amendment shall constitute a notice of reaffirmation of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement and Administrative Agent hereby notifies Borrower that, as of the Ninth Amendment Effective Date, the Borrowing Base shall continue to be $1,500,000,000 until the next Redetermination of the Borrowing Base pursuant to Article III of the Credit Agreement. Additionally, notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, effective as of the Ninth Amendment Effective Date, the Aggregate Commitment shall continue to be $1,250,000,000 until such time as the Aggregate Commitment is reduced or increased pursuant to the terms of the Credit Agreement.
     4. Consent. The Administrative Agent and the Lenders (or at least the required percentage thereof) hereby consent to the amendment and restatement of Borrower’s bylaws in substantially the form attached as Annex 1 hereto.
     5. Binding Effect. Except to the extent its provisions are specifically amended, modified or superseded by this Amendment, the Credit Agreement, as amended, and all terms and provisions thereof shall remain in full force and effect, and the same in all respects are confirmed and approved by the Borrower, the Guarantors and the Lenders.
     6. Ninth Amendment Effective Date. This Amendment (including the amendments to the Credit Agreement contained in Section 2 of this Amendment and the consent contained in Section 4 of this Amendment) shall be effective upon the satisfaction of the conditions precedent set forth in Section 7 hereof.
     7. Conditions Precedent. The obligations of Administrative Agent and the Lenders under this Amendment shall be subject to the following conditions precedent:
          (a) Execution and Delivery. Borrower, each Guarantor, and the Lenders (or at least the required percentage thereof) shall have executed and delivered this Amendment and each other required document to Administrative Agent, all in form and substance satisfactory to the Administrative Agent.
          (b) No Default. No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.
          (c) Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605.3

2


 

counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.
     8. Representations and Warranties. Each Credit Party hereby represents and warrants that (a) except to the extent that any such representations and warranties expressly relate to an earlier date, all of the representations and warranties contained in the Credit Agreement and in each Loan Document are true and correct as of the date hereof after giving effect to this Amendment, (b) the execution, delivery and performance by such Credit Party of this Amendment have been duly authorized by all necessary corporate, limited liability company or partnership action required on its part, and this Amendment and the Credit Agreement are the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as their enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (c) no Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.
     9. Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.
     10. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart to this Amendment by facsimile or other electronic means shall be effective as delivery of manually executed counterparts of this Amendment.
     11. Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.
     12. WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT AND TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE PARTIES.
     13. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of Texas.
     14. Guarantors. The Guarantors hereby consent to the execution of this Amendment by the Borrower and reaffirm their guarantees of all of the obligations of the Borrower to the Lenders. Borrower and Guarantors acknowledge and agree that the renewal, extension and amendment of the Credit Agreement shall not be considered a novation of account or new contract but that all existing rights, titles, powers, and estates in favor of the Lenders constitute valid and existing obligations in favor of the Lenders. Borrower and Guarantors each confirm and agree that (a) neither the execution of this Amendment or any other Loan Document nor the consummation of the transactions described herein and therein shall in any way effect, impair or limit the covenants, liabilities, obligations and duties of the Borrower and the Guarantors under the Loan Documents, and (b) the obligations evidenced and secured by the Loan Documents continue in full force and effect. Each Guarantor hereby further confirms that it unconditionally guarantees to the extent set forth in the Credit Agreement the due and punctual payment and performance of any and all amounts and obligations owed to the Lenders under the Credit Agreement or the other Loan Documents.
[Signature Page Follows]
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605.3

3


 

IN WITNESS WHEREOF, the parties have caused this Amendment to the Credit Agreement to be duly executed as of the date first above written.
             
    BORROWER:
 
           
    RANGE RESOURCES CORPORATION
 
           
 
  By:   /s/ ROGER S. MANNY
 
Roger S. Manny,
   
 
      Executive Vice President    
 
           
    GUARANTORS:
 
           
    AMERICAN ENERGY SYSTEMS, LLC
    ENERGY ASSETS OPERATING COMPANY
    RANGE ENERGY SERVICES COMPANY
    RANGER GATHERING & PROCESSING COMPANY
    RANGE HOLDCO, INC.
    RANGE OPERATING NEW MEXICO, INC.
    RANGE PRODUCTION COMPANY
    RANGE RESOURCES – APPALACHIA, LLC
    RANGE RESOURCES – MIDCONTINENT, LLC
    RANGE RESOURCES – PINE MOUNTAIN, INC.
    RANGE TEXAS PRODUCTION, LLC
 
           
 
  By:   /s/ ROGER S. MANNY    
 
           
 
      Roger S. Manny,    
 
      Executive Vice President of all of the foregoing Guarantors    
 
           
    OIL & GAS TITLE ABSTRACTING, LLC
 
           
 
  By:   /s/ DORI A. GINN    
 
           
 
      Dori A. Ginn,    
 
      Vice President    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

         
  JPMORGAN CHASE BANK, N.A., (successor by merger to
Bank One, N.A. (Illinois)), as Administrative Agent and a Lender
 
  By:   /s/ KIMBERLY A. BOURGEOIS    
    Kimberly A. Bourgeois,   
    Senior Vice President   
 
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    BANK OF SCOTLAND, as a Lender    
 
           
 
  By:
Name:
  /s/ JULIA R. FRANKLIN
 
Julia R. Franklin,
   
 
  Title:   Assistant Vice President    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    Credit Agricole Corporate and Investment Bank (formerly known as Calyon New York Branch), as a Syndicated Agent and a Lender
 
           
 
  By:
Name:
  /s/ TOM BYARGEON
 
Tom Byargeon,
   
 
  Title:   Managing Director    
 
           
 
  By:   /s/ SHARADA MANNE    
 
           
 
  Name:   Sharada Manne,    
 
  Title:   Director    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    COMPASS BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ CHRISTOPHER S. PARADA
 
Christopher S. Parada,
   
 
  Title:   Senior Vice President    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    BANK OF AMERICA, N.A., as a Documentation Agent and a Lender
 
           
 
  By:
Name:
  /s/ JEFFREY H. RATHKAMP
 
Jeffrey H. Rathkamp,
   
 
  Title:   Managing Director    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    FORTIS CAPITAL CORP., as a Documentation Agent and a Lender
 
           
 
  By:
Name:
  /s/ RICHARD HAWTHORNE
 
Richard Hawthorne,
   
 
  Title:   Director    
 
           
 
  By:   /s/ JUAN CARLOS SANDOVAL    
 
           
 
  Name:   Juan Carlos Sandoval,    
 
  Title:   Vice President    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    NATIXIS (formerly Natexis Banques Populaires), as a Lender
 
           
 
  By:   /s/ DONOVAN C. BROUSSARD
 
   
 
  Name:   Donovan C. Broussard,    
 
  Title:   Managing Director    
 
           
 
  By:   /s/ LOUIS P. LAVILLE, III    
 
           
 
  Name:   Louis P. Laville, III,    
 
  Title:   Managing Director    
         
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page    

 


 

             
    COMERICA BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ DUSTIN S. HANSEN
 
Dustin S. Hansen,
   
 
  Title:   Senior Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    CAPITAL ONE, N.A. (f/k/a Hibernia National Bank), as a Lender    
 
           
 
  By:
Name:
  /s/ NANCY M. MAK
 
Nancy M. Mak,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    AMEGY BANK N.A. (f/k/a Southwest Bank of Texas N.A.),
as a Lender
   
 
           
 
  By:
Name:
  /s/ CHARLES W. PATTERSON
 
Charles Patterson,
   
 
  Title:   Senior Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    BMO CAPITAL MARKETS FINANCING, INC.    
    (f/k/a HARRIS NESBITT FINANCING, INC.),    
    as a Syndication Agent and a Lender    
 
           
 
  By:
Name:
  /s/ JAMES V. DUCOTE
 
James V. Ducote,
   
 
  Title:   Director    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    KEY BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ ANGELA MCCRACKEN
 
Angela McCracken,
   
 
  Title:   Senior Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender    
 
           
 
  By:
Name:
  /s/ DAVID C. BROOKS
 
David C. Brooks,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    UNION BANK, N.A. (f/k/a UNION BANK OF CALIFORNIA, N.A.)    
    as a Lender    
 
           
 
  By:
Name:
  /s/ ALISON FUQUA
 
Alison Fuqua,
   
 
  Title:   Assistant Vice President    
 
           
 
  By:
Name:
  /s/ DOUGLAS GALE
 
Douglas Gale,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    THE BANK OF NOVA SCOTIA, as a Lender    
 
           
 
  By:
Name:
  /s/ MARC GRAHAM
 
Marc Graham,
   
 
  Title:   Director    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    THE FROST NATIONAL BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ ALEX ZEMKOSKI
 
Alex Zemkoski,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    CITIBANK, N.A., as a Lender    
 
           
 
  By:
Name:
  /s/ JOHN F. MILLER
 
John F. Miller,
   
 
  Title:   Attorney-In-Fact    
     
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
65460605
  Signature Page

 


 

             
    CREDIT SUISSE, Cayman Islands Branch,
as a Lender
   
 
           
 
  By:
Name:
  /s/ NUPUR KUMAR
 
Nupur Kumar,
   
 
  Title:   Vice President    
 
           
 
  By:
Name:
  /s/ LYNNE-MARIE PAQUETTE
 
Lynne-Marie Paquette,
   
 
  Title:   Associate    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    SUNTRUST BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ YANN PIRIO
 
Yann Pirio,
   
 
  Title:   Director    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    SOCIÉTÉ GÉNÉRALE, as a Lender    
 
           
 
  By:
Name:
Title:
  /s/ CAMERON NULL
 
Cameron Null,
Vice President
   
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    U.S. BANK NATIONAL ASSOCIATION,
as a Lender
   
 
           
 
  By:
Name:
  /s/ DARIA MAHONEY
 
Daria Mahoney,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender
   
 
           
 
  By:
Name:
  /s/ JOHN SIDAROUS
 
John Sidarous,
   
 
  Title:   Vice President    
 
           
 
  By:
Name:
  /s/ OMAYRA LAUCELLA
 
Omayra Laucella,
   
 
  Title:   Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    STERLING BANK, as a Lender    
 
           
 
  By:
Name:
  /s/ JEFF FORBIS
 
Jeff Forbis,
   
 
  Title:   Senior Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    BARCLAYS BANK PLC,
as a Lender
   
 
           
 
  By:
Name:
  /s/ ANN E. SUTTON
 
Ann E. Sutton,
   
 
  Title:   Director    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    ROYAL BANK OF CANADA,
as a Lender
   
 
           
 
  By:
Name:
  /s/ DON J. MCKINNERNEY
 
Don J. McKinnerney,
   
 
  Title:   Authorized Signatory    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

             
    BANK OF TEXAS, N.A.,
as a Lender
   
 
           
 
  By:
Name:
  /s/ JEFF OLMSTEAD
 
Jeff Olmstead,
   
 
  Title:   Assistant Vice President    
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Signature Page

 


 

Annex 1
Form of Amended and Restated Bylaws
[See attached]
     
NINTH AMENDMENT TO THIRD AMENDED    
AND RESTATED CREDIT AGREEMENT    
65460605   Annex 1