FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is dated March 31, 2008, to be effective as of April 1, 2008, by and among
RANGE RESOURCES CORPORATION, a Delaware corporation (“Borrower”), certain Subsidiaries of
Borrower, as Guarantors, JPMORGAN CHASE BANK, N.A., a national banking association, as
Administrative Agent for the Lenders (in such capacity, “Administrative Agent”), and each
of the Lenders which is a party to the Credit Agreement (defined below).
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, 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 amend the Credit
Agreement (a) to permit the Borrower to incur additional unsecured Indebtedness in the aggregate
amount of $300,000,000, (b) to increase the Aggregate Commitment to $1,000,000,000, and (c) for
certain other purposes as provided herein, and Administrative Agent and the Lenders have agreed to
do so on 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 Definitions. Section 1.01 of the Credit Agreement shall
be and it hereby is amended by inserting the following definitions in appropriate
alphabetical order:
“Fourth Amendment Effective Date” means April 1, 2008.
“Senior Notes” means the Senior Subordinated Notes and the
Senior Unsecured Notes.
“Senior Unsecured Notes” means senior unsecured notes issued
after the Fourth Amendment Effective Date and prior to October 1, 2008;
provided that (i) the terms of such Senior Unsecured Notes do not provide
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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.
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:
“Consolidated Current Liabilities” means, as of any date of
determination, the total of (a) consolidated current liabilities of the
Borrower and the Consolidated Subsidiaries, as determined in accordance with
GAAP as of such date, (b) less current maturities of the Loans and
the Senior Notes, (c) less any non-cash obligations required to be
included in consolidated current liabilities of the Borrower and the
Consolidated Subsidiaries as a result of the application of FASB Statement
133 as of such date.
“Existing Swap Agreements” means (i) any Swap Agreements entered
into between the Borrower or any Guarantor and any Lender Counterparty prior
to the Effective Date and in effect on the Effective Date and (ii) any Swap
Agreements entered into between the Borrower or any Guarantor and Barclays
Bank PLC or any of its Affiliates prior to the Fourth Amendment Effective
Date and in effect on the Fourth Amendment Effective Date.
“Indenture” means, collectively, (i) that certain Indenture
dated as of July 21, 2003, by and between the Borrower, as issuer, certain of
its Subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A. (successor to
Bank One, N.A.), as trustee, pursuant to which the Borrower issued the Senior
Subordinated Notes, as amended and supplemented by that certain Supplemental
Indenture dated as of June 22, 2004 and as further amended and supplemented
from time to time as permitted under the terms thereof, (ii) that certain
Indenture dated March 9, 2005, among the Borrower, as issuer, certain of its
Subsidiaries, as guarantors, and X.X. Xxxxxx Trust Company, National
Association, as amended or supplemented from time to time as permitted under
the terms hereof, (iii) that certain Indenture dated May 23, 2006, among the
Borrower, as issuer, certain of its
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Subsidiaries, as guarantors, and X.X. Xxxxxx Trust Company, National
Association, as amended or supplemented from time to time as permitted under
the terms hereof and (iv) that certain Indenture dated September 28, 2007,
among the Borrower, as issuer, certain of its Subsidiaries, as guarantors,
and The Bank of New York Trust Company, N.A., as amended or supplemented from
time to time as permitted under the terms hereof.
“Restricted Payment” means, collectively, (i) any dividend or
other distribution (whether in cash, securities or other property) with
respect to any Equity Interests in any Credit Party, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in any Credit Party
or any option, warrant or other right to acquire any such Equity Interests in
any Credit Party and (ii) any payment or prepayment of principal of, premium
on, or redemption, purchase, retirement, defeasance (including in-substance
or legal defeasance) sinking fund or similar payment with respect to the
Senior Notes.
“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, and (v) additional senior unsecured subordinated notes
issued after the Fourth Amendment Effective Date and prior to October 1,
2008; 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.
“Unrestricted Subsidiary” means (a) any Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Borrower in the manner provided below and (b) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the
Borrower may designate any Subsidiary (including any newly
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acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries (i) is a Material Domestic
Subsidiary or a Subsidiary owning Oil and Gas Interests included in the
Borrowing Base Properties or (ii) guarantees any indebtedness, liabilities or
other obligations now or which may in the future be owing under any Senior
Notes issued or sold by any Credit Party; provided that, notwithstanding
anything to the contrary contained herein, WCR/Range GP, LLC, a Texas limited
liability company, shall be deemed to be an Unrestricted Subsidiary for
purposes of this Agreement and the other Loan Documents.
2.3 Indebtedness Under the Senior Notes. Section 7.01(h) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:
(h) unsecured Indebtedness under the Senior Notes in an aggregate
principal amount not exceeding $1,150,000,000 at any time outstanding and
extensions, renewals, replacements and refinancing of any such Indebtedness
that is unsecured and does not cause the aggregate principal amount of the
Senior Notes to exceed the maximum principal amount permitted under this
clause (h) as of the date of such extension, renewal, replacement or
refinancing; and
2.4 Swap Agreements. Section 7.05 of the Credit Agreement shall be and
it hereby is amended in its entirety to read as follows:
Section 7.05. Swap Agreements. The Borrower will not, nor will
it permit any of its Restricted Subsidiaries to, enter into or maintain any
Swap Agreement, except the Existing Swap Agreements, and Swap Agreements
entered into in the ordinary course of business with Approved Counterparties
and not for speculative purposes to (a) hedge or mitigate Crude Oil and
Natural Gas price risks to which the Borrower or any Restricted Subsidiary
has actual exposure, and (b) effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or
investment of any Credit Party; provided that such Swap Agreements
(at the time each transaction under such Swap Agreement is entered into)
would (i) not cause the aggregate notional amount of Hydrocarbons under all
Swap Agreements then in effect (including the Existing Swap Agreements) to
exceed at any time (1) ninety percent (90%) of the forecasted production from
proved developed producing reserves of the Borrower and the Restricted
Subsidiaries for the first three years of the forthcoming five year period
and (2) eighty percent (80%) of the forecasted production from proved
producing reserves of the Borrower and the Restricted Subsidiaries for the
fourth and fifth years of the forthcoming five year period, and (ii) with
respect to interest rates, not cause all Swap Agreements then in effect
(including the Existing Swap
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Agreements) to exceed eighty percent (80%) of the aggregate funded
Indebtedness of the Borrower and its Subsidiaries projected to be outstanding
for the forthcoming three year period. Once the Borrower or any Restricted
Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant
to any Swap Agreement, the terms and conditions of such Swap Agreement and
such hedge transaction may not be materially amended modified or cancelled
unless the Borrower or such Restricted Subsidiary, as the case may be,
provides written notice thereof to the Administrative Agent within three (3)
Business Days after such amendment, modification or cancellation. Each
Credit Party agrees and acknowledges that (A) the Existing Swap Agreements
are Swap Agreements permitted under this Section 7.05, (B) as of the
Effective Date, the counterparty to each Swap Agreement described in clause
(i) of the definition of Existing Swap Agreements is a Lender Counterparty
and (C) as of the Fourth Amendment Effective Date, the counterparty to each
Swap Agreement described in clause (ii) of the definition of Existing Swap
Agreements is a Lender Counterparty. Each Credit Party and each Lender
agrees and acknowledges that the obligations of the Credit Parties under the
Existing Swap Agreements are included in the defined term “Obligations” and
such obligations are entitled to the benefits of, and are secured by the
Liens granted under, the Security Instruments.
2.5 Restricted Payments. Section 7.06 of the Credit Agreement shall be
and it hereby is amended in its entirety to read as follows:
Section 7.06. Restricted Payments. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, declare or make, or
agree to pay or make, directly or indirectly, any Restricted Payment, except
that (a) the Borrower may declare and pay dividends and make distributions
with respect to its Equity Interests payable solely in additional Equity
Interests of the Borrower, other than Disqualified Stock, (b) so long as no
Default shall have occurred and is continuing or would be caused thereby, the
Borrower may make Restricted Payments pursuant to and in accordance with
stock option plans or other benefit plans for management or employees of the
Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed
$10,000,000 in any fiscal year; provided that any such Restricted Payments
that are required to be made by the issuance of additional Equity Interests
of the Borrower may be made regardless of whether a Default shall have
occurred and is continuing, (c) any Restricted Subsidiary may make Restricted
Payments to the Borrower or any Guarantor, (d) so long as no Default shall
have occurred and is continuing or would be caused thereby, Restricted
Payments in an aggregate amount not to exceed $20,000,000, plus (i)
50% of cumulative Consolidated Net Income after December 31, 2001 (excluding
any non-cash gains or losses associated with the application of FASB
Statement 121 or 133), plus (ii) 66-2/3% of the aggregate net cash
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proceeds received by the Borrower from the issuance of its Equity Interests
(other than Disqualified Stock) at any time after December 31, 2001,
minus (iii) Restricted Payments made pursuant to Section 13(c)(ii) of
the Original Credit Agreement prior to the Effective Date, and (e) so long as
no Default shall have occurred and is continuing or would be caused thereby,
the Credit Parties may make Restricted Payments with respect to the Senior
Notes in exchange for, or out of the proceeds of, the substantially
concurrent sale of new or replacement Senior Notes permitted pursuant to
Section 7.01(h).
2.6 Restrictive Agreements. Section 7.08 of the Credit Agreement shall
be and it hereby is amended in its entirety to read as follows:
Section 7.08. Restrictive Agreements. The Borrower will not,
nor will it permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Restricted Subsidiary to create, incur or
permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Restricted Subsidiary to pay dividends or other distributions
with respect to any of its Equity Interests or to make or repay loans or
advances to the Borrower or any Restricted Subsidiary or to Guarantee
Indebtedness of the Borrower or any Restricted Subsidiary; provided
that (i) the foregoing shall not apply to restrictions and conditions imposed
by law, this Agreement or the Indenture (or any documents evidencing or
relating to the issuance of any permitted Senior Notes or any permitted
refinancing of the Senior Notes), (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on
Schedule 7.08 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition), (iii) clause (a) of the foregoing shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness and (iv) clause (a) of the
foregoing shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof.
2.7 Modifications of Senior Notes. Section 7.13 of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:
Section 7.13. [Reserved].
2.8 Notices. Subclause (ii) of Section 11.01(a) shall be and it hereby is
amended in its entirety to read as follows:
(ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase
Bank, N.A., JPMorgan Loan Services, 00 Xxxxx
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Xxxxxxxx Xx., 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Telecopy No.: (000)
000-0000, Attention: Xxxxxxx Xxxx (xxxxxxx.xxxx@xxxxxxxx.xxx), with a copy to
JPMorgan Chase Bank, N.A., 2200 Xxxx Avenue, 3rd Floor, TX1-2448,
Xxxxxx, Xxxxx 00000, Telecopy No. (000) 000-0000, Attention: Wm. Xxxx
Xxxxxxx, Senior Vice President (xxxx.xxxxxxx@xxxxx.xxx); and
2.9 Increase in the Aggregate Commitment. Notwithstanding anything to the
contrary contained in the Credit Agreement, effective as of the Fourth Amendment Effective
Date, the Aggregate Commitment shall be $1,000,000,000, and Schedule 2.01 of the
Credit Agreement shall be and it hereby is amended and replaced in its entirety with
Schedule 2.01 attached hereto.
3. New Lenders and Reallocation of Commitments and Loans. The Lenders have agreed
among themselves to reallocate their respective Commitments and to, among other things, allow
certain financial institutions identified by X.X. Xxxxxx Securities, Inc., in its capacity as Lead
Arranger, in consultation with the Borrower, to become a party to the Credit Agreement as a Lender
(each, a “New Lender”) by acquiring an interest in the Aggregate Commitment, and
Administrative Agent and the Borrower hereby consent to such reallocation and each New Lender’s
acquisition of an interest in the Aggregate Commitment. As of the Fourth Amendment Effective Date
and after giving effect to such reallocation of the Aggregate Commitment, the Commitment of each
Lender shall be as set forth on Schedule 2.01 of this Amendment. With respect to such
reallocation, each New Lender shall be deemed to have acquired the Commitment allocated to it from
each of the other Lenders pursuant to the terms of the Assignment and Assumption attached as
Exhibit A to the Credit Agreement as if such New Lender and the other Lenders had executed
an Assignment and Assumption with respect to such allocation. The Borrower and Administrative
Agent hereby consent to such assignment to the New Lenders.
4. Reaffirmation of Borrowing Base. 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 Fourth 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.
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 and the Lenders.
6. Fourth Amendment Effective Date. This Amendment (including the amendments to the
Credit Agreement contained in Section 2 of this Amendment, the assignments and
reallocations contained in Section 3 of this Amendment and the reaffirmation of the
Borrowing Base as set forth in Section 4 of this Amendment) shall be effective upon the
satisfaction of the conditions precedent set forth in Section 7 hereof.
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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 and each Guarantor shall have executed
and delivered this Amendment to Administrative Agent;
(b) Payment of Fee. Borrower shall have paid to Administrative Agent, for the
benefit of the Lenders (including the New Lenders), a fully earned and nonrefundable fee in
an amount equal to 0.25% of the $100,000,000 increase in the Aggregate Commitment, to be
shared pro rata with any Lender increasing its Commitment (including the New Lenders) based
on the increase in such Lender’s respective Commitment (including the amount of any New
Lender’s Commitment).
(c) Representations and Warranties. The representations and warranties of the
Credit Parties under this Amendment are true and correct in all material respects as of such
date, as if then made (except to the extent that such representations and warranties relate
solely to an earlier date);
(d) No Default. No Default shall have occurred and be continuing or shall
result from the effectiveness of this Amendment;
(e) 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 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, (c) no Default or Event of Default has
occurred and is continuing or will exist after giving effect to this Amendment, and (d) after
giving effect to the increase in the Aggregate Commitment and the assignments and reallocations
contained in Section 2 of this Amendment, the Borrower and its Consolidated Subsidiaries
are in pro forma compliance with each of the financial covenants set forth in Section 7.11
of the Credit Agreement as of the last day of the most recently ended fiscal quarter of the
Borrower.
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,
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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.
However, this Amendment shall bind no party until the Borrower, the Guarantors, the Lenders, and
the Administrative Agent have executed a counterpart. Delivery of photocopies of the signature
pages to this Amendment by facsimile or electronic mail 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. Guarantors. The Guarantors hereby consent to the execution of this Amendment by
the Borrower and reaffirm their guaranties 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.
[Remainder of page blank. Signature pages follow]
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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 |
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| By: | ||||
| Xxxxx X. Xxxxx, Senior Vice President | ||||
| GUARANTORS: RANGE ENERGY I, INC. RANGE HOLDCO, INC. RANGE PRODUCTION COMPANY GULFSTAR ENERGY, INC. RANGE ENERGY FINANCE CORPORATION PMOG HOLDINGS, INC. PINE MOUNTAIN ACQUISITION, INC. RANGE RESOURCES — PINE MOUNTAIN, INC. RANGE OPERATING NEW MEXICO, INC. RANGE OPERATING TEXAS, LLC XXXXXX ENERGY GP, LLC XXXXXX ENERGY MANAGEMENT GP, LLC |
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| By: | ||||
| Xxxxx X. Manny, Senior Vice President of all of the foregoing Credit Parties | ||||
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| RANGE RESOURCES — APPALACHIA, LLC (f/k/a Great Lakes Energy Partners, L.L.C.) |
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| By: | RANGE HOLDCO, INC., Its member | |||
| RANGE ENERGY I, INC., Its member | ||||
| By: | ||||
| Xxxxx X. Xxxxx, Senior Vice President of each of the foregoing members | ||||
| RANGE RESOURCES, L.L.C. |
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| By: | RANGE PRODUCTION COMPANY, Its member | |||
| RANGE HOLDCO, INC., Its member | ||||
| By: | ||||
| Xxxxx X. Manny, Senior Vice President of each of the foregoing members | ||||
| XXXXXX ENERGY LP, LLC, |
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| By: | Range Operating, Texas, LLC, Its Member | |||
| By: | ||||
| Xxxxx X. Manny, Senior Vice President | ||||
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| XXXXXX ENERGY, LTD., |
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| By: | Xxxxxx Energy Management GP, LLC, Its general partner | |||
| By: | ||||
| Xxxxx X. Xxxxx, Senior Vice President | ||||
| XXXXXX OIL PROPERTIES, L.P., |
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| By: | Xxxxxx Energy GP, LLC, Its general partner | |||
| By: | ||||
| Xxxxx X. Manny, Senior Vice President | ||||
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| RANGE TEXAS PRODUCTION, L.L.C. |
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| By: | Range Energy I, Inc., Its Member | |||
| By: | ||||
| Xxxxx X. Xxxxx, Senior Vice President | ||||
| REVC HOLDCO, LLC Range Resources Corporation, Its member |
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| By: | ||||
| Xxxxx X. Manny, Senior Vice President | ||||
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| JPMORGAN CHASE BANK, N.A., (successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent and a Lender |
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| By: | ||||
| Wm. Xxxx Xxxxxxx, Senior Vice President | ||||
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| BANK OF SCOTLAND, as a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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| CALYON NEW YORK BRANCH, as a Syndicated Agent and a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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| COMPASS BANK, as a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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| BANK OF AMERICA, N.A., as a Documentation Agent and a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| FORTIS CAPITAL CORP., as a Documentation Agent and a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| NATIXIS (formerly Natexis Banques Populaires), as a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| COMERICA BANK, as a Lender |
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| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| CAPITAL ONE, N.A. (f/k/a Hibernia National Bank), as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| AMEGY BANK N.A. (f/k/a Southwest Bank of Texas N.A.), as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| BMO CAPITAL MARKETS FINANCING, INC. (f/k/a XXXXXX XXXXXXX FINANCING, INC.), as a Syndication Agent and a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| KEY BANK, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| UNION BANK OF CALIFORNIA, N.A., as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| THE BANK OF NOVA SCOTIA, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| THE FROST NATIONAL BANK, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| CITIBANK, N.A., as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| CREDIT SUISSE, Cayman Islands Branch, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| SUNTRUST BANK, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| SOCIÉTÉ GÉNÉRALE, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| U.S. BANK NATIONAL ASSOCIATION, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| STERLING BANK, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
| BARCLAYS BANK PLC, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Signature Page
Schedule 2.01
APPLICABLE PERCENTAGES AND COMMITMENTS
| Applicable | ||||||||||
| Lender | Title | Percentage | Commitment | |||||||
JPMorgan Chase Bank , N.A. |
Administrative Agent | 5.3070652 | % | $ | 53,070,652.17 | |||||
Bank of America, N.A. |
Documentation Agent | 5.3070652 | % | $ | 53,070,652.17 | |||||
Fortis Capital Corp. |
Documentation Agent | 5.3070652 | % | $ | 53,070,652.17 | |||||
Calyon New York Branch |
Syndicated Agent | 5.3070652 | % | $ | 53,070,652.17 | |||||
BMO Capital Markets
Financing, Inc., (f/k/a
Xxxxxx Xxxxxxx Financing,
Inc.) |
Syndication Agent | 5.3070652 | % | $ | 53,070,652.17 | |||||
Suntrust Bank |
5.0000000 | % | $ | 51,760,265.70 | ||||||
Bank of Scotland |
Agent | 5.0625000 | % | $ | 50,625,000.00 | |||||
The Bank of Nova Scotia |
Co-Agent | 4.0000000 | % | $ | 47,173,913.04 | |||||
Comerica Bank |
Co-Agent | 4.7173913 | % | $ | 47,173,913.04 | |||||
Union Bank of California, N.A. |
Co-Agent | 4.7173913 | % | $ | 47,173,913.04 | |||||
Key Bank |
Co-Agent | 4.1277174 | % | $ | 41,277,173.91 | |||||
Wachovia Bank, National
Association |
Co-Agent | 4.1277174 | % | $ | 41,277,173.91 | |||||
Deutsche Bank Trust Company
Americas |
Co-Agent | 4.1277174 | % | $ | 41,277,173.91 | |||||
Natixis (formerly Natexis
Banques Populaires) |
Co-Agent | 4.1277174 | % | $ | 41,277,173.91 | |||||
Société Générale |
4.1277174 | % | $ | 41,277,173.91 | ||||||
US Bank, National Association |
4.1277174 | % | $ | 41,277,173.91 | ||||||
Credit Suisse, Cayman Islands
Branch |
3.5380435 | % | $ | 35,380,434.78 | ||||||
Citibank, N.A. |
Co-Agent | 3.0794082 | % | $ | 30,794,082.13 | |||||
Compass Bank |
2.0000000 | % | $ | 29,483,695.65 | ||||||
Amegy Bank N.A. (f/k/a
Southwest Bank of Texas N.A.) |
2.9483696 | % | $ | 29,483,695.65 | ||||||
The Frost National Bank |
2.0000000 | % | $ | 29,483,695.65 | ||||||
Capital One, N.A. (f/k/a Hibernia National Bank) |
2.0000000 | % | $ | 29,483,695.65 | ||||||
Barclays Bank PLC |
2.0000000 | % | $ | 29,483,695.65 | ||||||
Sterling Bank |
2.0000000 | % | $ | 29,483,695.65 | ||||||
TOTAL |
100.00 | % | $ | 1,000,000,000 | ||||||
FOURTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
Schedule 2.01
