NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
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
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
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
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/ XXXXX X. XXXXX
|
|||||
| 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/ XXXXX X. MANNY | |||||
| Xxxxx X. Xxxxx, | ||||||
| Executive Vice President of all of the foregoing Guarantors | ||||||
| OIL & GAS TITLE ABSTRACTING, LLC | ||||||
| By: | /s/ XXXX X. XXXX | |||||
| Xxxx X. Xxxx, | ||||||
| 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/ XXXXXXXX X. XXXXXXXXX | |||
| Xxxxxxxx X. Xxxxxxxxx, | ||||
| Senior Vice President | ||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| BANK OF SCOTLAND, as a Lender | ||||||
| By: Name: |
/s/ XXXXX X. XXXXXXXX
|
|||||
| 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/ XXX XXXXXXXX
|
|||||
| Title: | Managing Director | |||||
| By: | /s/ XXXXXXX XXXXX | |||||
| Name: | Xxxxxxx Xxxxx, | |||||
| Title: | Director | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| COMPASS BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXXXXXXXXX X. XXXXXX
|
|||||
| 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/ XXXXXXX X. XXXXXXXX
|
|||||
| 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/ XXXXXXX XXXXXXXXX
|
|||||
| Title: | Director | |||||
| By: | /s/ XXXX XXXXXX XXXXXXXX | |||||
| Name: | Xxxx Xxxxxx Xxxxxxxx, | |||||
| 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/ XXXXXXX X. XXXXXXXXX
|
|||||
| Name: | Xxxxxxx X. Xxxxxxxxx, | |||||
| Title: | Managing Director | |||||
| By: | /s/ XXXXX X. XXXXXXX, III | |||||
| Name: | Xxxxx X. Xxxxxxx, III, | |||||
| Title: | Managing Director | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| COMERICA BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXXXX X. XXXXXX
|
|||||
| 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/ XXXXX X. XXX
|
|||||
| 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/ XXXXXXX X. XXXXXXXXX
|
|||||
| Title: | Senior Vice President | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| BMO CAPITAL MARKETS FINANCING, INC. | ||||||
| (f/k/a XXXXXX XXXXXXX FINANCING, INC.), | ||||||
| as a Syndication Agent and a Lender | ||||||
| By: Name: |
/s/ XXXXX X. XXXXXX
|
|||||
| Title: | Director | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| KEY BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXXXX XXXXXXXXX
|
|||||
| 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/ XXXXX X. XXXXXX
|
|||||
| 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/ XXXXXX XXXXX
|
|||||
| Title: | Assistant Vice President | |||||
| By: Name: |
/s/ XXXXXXX XXXX
|
|||||
| 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/ XXXX XXXXXX
|
|||||
| Title: | Director | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| THE FROST NATIONAL BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXX XXXXXXXX
|
|||||
| Title: | Vice President | |||||
| NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 65460605 |
Signature Page |
| CITIBANK, N.A., as a Lender | ||||||
| By: Name: |
/s/ XXXX X. XXXXXX
|
|||||
| 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/ XXXXX XXXXX
|
|||||
| Title: | Vice President | |||||
| By: Name: |
/s/ XXXXX-XXXXX XXXXXXXX
|
|||||
| Title: | Associate | |||||
| NINTH AMENDMENT TO THIRD AMENDED | ||
| AND RESTATED CREDIT AGREEMENT | ||
| 65460605 | Signature Page |
| SUNTRUST BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXX XXXXX
|
|||||
| 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
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/ XXXXX XXXXXXX
|
|||||
| 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/ XXXX XXXXXXXX
|
|||||
| Title: | Vice President | |||||
| By: Name: |
/s/ XXXXXX XXXXXXXX
|
|||||
| Title: | Vice President | |||||
| NINTH AMENDMENT TO THIRD AMENDED | ||
| AND RESTATED CREDIT AGREEMENT | ||
| 65460605 | Signature Page |
| STERLING BANK, as a Lender | ||||||
| By: Name: |
/s/ XXXX XXXXXX
|
|||||
| 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/ XXX X. XXXXXX
|
|||||
| Title: | Director | |||||
| NINTH AMENDMENT TO THIRD AMENDED | ||
| AND RESTATED CREDIT AGREEMENT | ||
| 65460605 | Signature Page |
| ROYAL BANK OF CANADA, as a Lender |
||||||
| By: Name: |
/s/ XXX X. XXXXXXXXXXX
|
|||||
| 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/ XXXX XXXXXXXX
|
|||||
| 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 |
