RANGE RESOURCES CORPORATION AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of May 25, 2011 to Indenture Dated as of March 9, 2005 6⅜% Senior...
Exhibit 4.3
RANGE RESOURCES CORPORATION
AND
THE SUBSIDIARY GUARANTORS NAMED HEREIN,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of May 25, 2011
to
Indenture
Dated as of March 9, 2005
6⅜% Senior Subordinated Notes due 2015
THIS TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 25, 2011,
is by and among Range Resources Corporation, a Delaware corporation (the “Company”), the existing
Subsidiary Guarantors identified on the signature pages hereto (collectively, the “Subsidiary
Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (f/k/a The Bank of
New York Trust Company, N.A.), successor in interest to X.X. Xxxxxx Trust Company, National
Association (the “Trustee”).
WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee are parties to that certain
Indenture dated as of March 9, 2005 (the “Original Indenture”), relating to the Company’s 6⅜%
Senior Subordinated Notes due 2015 (the “Notes”), and the Original Indenture has been amended and
supplemented by nine Supplemental Indentures (the Original Indenture, as so amended and
supplemented, being referred to herein as the “Indenture”);
WHEREAS, $150,000,000 aggregate principal amount of Notes are currently outstanding;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer for Notes), the Issuers, the
Subsidiary Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for
the purpose of amending or supplementing the Indenture or the Notes (subject to certain
exceptions);
WHEREAS, the Issuers desire and have requested the Trustee to join with them and the
Subsidiary Guarantors in entering into this Supplemental Indenture for the purpose of amending the
Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the
terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation
Statement dated May 11, 2011 and the related Consent and Letter of Transmittal (which together,
including any amendments, modifications or supplements thereto, constitute the “Tender Offer”);
WHEREAS, (1) the Company has received the consent of the Holders of a majority of aggregate
principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its
Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously
with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to
the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an
Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the
Indenture and (3) the Issuers and the Subsidiary Guarantors have satisfied all other conditions
required under Article Nine of the Indenture to enable the Issuers, the Subsidiary Guarantors and
the Trustee to enter into this Supplemental Indenture.
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NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:
ARTICLE I
AMENDMENTS TO INDENTURE AND NOTES
Section 1.1 Amendments to Articles Four, Five and Six. The Indenture is hereby amended
by deleting the following Sections or clauses of the Indenture and all references and definitions
related thereto in their entirety:
Section 4.03 (Reports); |
Section 4.04 (a) and (c) (Compliance Certificate); |
Section 4.05 (Taxes); |
Section 4.06 (Stay, Extension of Usury Laws); |
Section 4.07 (Restricted Payments); |
Section 4.08 (Dividends and other Payment Restrictions Affecting Subsidiary); |
Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Stock); |
Section 4.11 (Transactions with Affiliates); |
Section 4.12 (Liens); |
Section 4.14 (Additional Subsidiary Guarantors); |
Section 4.15 (Corporate Existence); |
Section 4.16 (No Senior Subordinated Debt); |
Section 4.17 (Business Activities); |
Clauses (iii) and (v) of Section 5.01 (Merger, Consolidation, or Sale of Substantially All Assets); and |
Clauses (7) and (8) Section 6.01 (Events of Default). |
Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions
inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Upon execution and delivery of this Supplemental Indenture, the terms and conditions of this
Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all
purposes, and all the terms and conditions of both shall be read together as though they constitute
one and the same instrument, except that in case of conflict, the provisions of this Supplemental
Indenture will control.
Except as amended and supplemented hereby, the Indenture and the Notes are in all respects
ratified and confirmed and all the terms thereof shall remain in full force and effect.
2
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together shall represent the same agreement.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall
be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the remaining provisions
shall not in any way be affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.
The recitals contained herein shall be taken as the statements of the Company and the
Subsidiary Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee
shall not be liable or responsible for the validity or sufficiency of this Supplemental Indenture
or the due authorization of this Supplemental Indenture by the Company and the Subsidiary
Guarantors. In entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct of, affecting the liability of
or affording protection to the Trustee, whether or not elsewhere herein so provided.
This Supplemental Indenture will become operative only upon the Company’s purchase of a
majority of aggregate principal amount of the outstanding Notes (excluding any Notes owned by the
Company or any of its Affiliates) pursuant to the Tender Offer so that the amendments to such
Indenture effected by this Supplemental Indenture will be deemed to be revoked retroactive to the
date of the Supplemental Indenture, and such Indenture will remain in its current form, if
Company’s purchase of a majority of the aggregate principal amount of the outstanding Notes
pursuant to the Tender Offer does not occur.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above.
RANGE RESOURCES CORPORATION | ||||||
Attest: |
||||||
By: | /s/ Xxxxx X. Manny | |||||
/s/ Xxxxx X. Xxxxx
|
Name: Xxxxx X. Manny | |||||
Xxxxx X. Xxxxx, Secretary
|
Title: Executive Vice President and Chief Financial Officer |
|||||
SUBSIDIARY GUARANTORS: | ||||||
AMERICAN ENERGY SYSTEMS, LLC ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE OPERATING NEW MEXICO, LLC RANGE PRODUCTION COMPANY RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. RANGE TEXAS PRODUCTION, LLC |
||||||
Attest: |
||||||
By: | /s/ Xxxxx X. Manny | |||||
/s/ Xxxxx X. Xxxxx
|
Name: Xxxxx X. Manny | |||||
Xxxxx X. Xxxxx, Secretary
|
Title: Executive Vice President and Chief Financial Officer |
|||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||||
Name: Xxxxxxxx Xxxxxxx Title: Vice President |
Signature Page to 10th Supplemental Indenture for 2015 Notes