SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
SEVENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is dated as of March 27, 2009, 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, 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 to permit the Borrower to incur additional unsecured Indebtedness and 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 Definition. Section 1.01 of the Credit Agreement shall
be and it hereby is amended by inserting the following definition in appropriate
alphabetical order:
“Seventh
Amendment Effective Date” means March 27, 2009.
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:
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AND RESTATED CREDIT AGREEMENT
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“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, (v) the 7 1/4% Senior Subordinated Notes due 2018, issued
pursuant to the Indenture, and (vi) additional senior unsecured subordinated
notes issued after the Seventh Amendment Effective Date and prior to October
15, 2009; 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 Seventh Amendment Effective Date and prior to October 15, 2009;
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.
2.3 Letters of Credit. Section 2.07(b) of the Credit Agreement shall
be and it hereby is amended in its entirety to read as follows:
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
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communication, if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrower also shall submit a letter of
credit application on the Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal
or extension (i) the LC Exposure shall not exceed $100,000,000 and (ii) the
Aggregate Credit Exposure shall not exceed the Aggregate Commitment.
Notwithstanding the foregoing, the Issuing Bank shall not at any time be
obligated to issue, amend, renew or extend any Letter of Credit if any Lender
is at such time a Defaulting Lender hereunder, unless (x) the Borrower cash
collateralizes such Defaulting Lender’s portion of the total LC Exposure
(calculated after giving effect to the issuance, amendment, renewal or
extension of such Letter of Credit) in accordance with the procedures set
forth in Section 2.07(j) or (y) the Issuing Bank has entered into
arrangements satisfactory to the Issuing Bank in its sole discretion with the
Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with
respect to such Defaulting Lender’s portion of the total LC Exposure.
2.4 Notices. Clauses (i) and (ii) of Section 11.01(a) of the Credit
Agreement shall be and they hereby are amended in their respective entireties to read as
follows:
(i) if to the Borrower, to Range Resources Corporation, 000 Xxxxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, Attention: Xxxxx Manny, Chief
Financial Officer, Telecopy No. (000) 000-0000, with a copy to Range
Resources Corporation, 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx
00000, Attention: Xxxxx Xxxxx, General Counsel,
Telecopy No. (000) 000-0000. For purposes of delivering the documents
pursuant to Section 6.01(a), Section 6.01(b) and Section 6.01(d), the website
address is xxx.xxxxxxxxxxxxxx.xxx;
(ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase
Bank, N.A., JPMorgan Loan Services, 00 Xxxxx Xxxxxxxx Xx., 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000-0000, Telecopy No.: (000) 000-0000, Attention:
Xxxxxxxx Xxxxxx (xxxxxxxx.x.xxxxxx@xxxxxxxx.xxx), with a copy to JPMorgan
Chase Bank, N.A., Mail Code TX1-2911, 0000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxx 00000, Facsimile No. (000) 000-0000, Attention: Xxxxxxxx X. Coil,
Senior Vice President (xxxxxxxx.x.xxxx@xxxxxxxx.xxx); and
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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 Seventh
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, effective
as of the Seventh Amendment Effective Date, the Aggregate Commitment shall continue to be
$1,250,000,000.
4. 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.
5. Seventh Amendment Effective Date. This Amendment (including the amendments to the
Credit Agreement contained in Section 2 of this Amendment) shall be effective upon the
satisfaction of the conditions precedent set forth in Section 6 hereof.
6. 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 counsel may reasonably request, and all such documents
shall be in form and substance satisfactory to the Administrative Agent.
7. 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
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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.
8. 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.
9. 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 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.
10. 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.
11. 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.
12. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of Texas.
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
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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]
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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: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive Vice President | ||||
| GUARANTORS: AMERICAN ENERGY SYSTEMS, LLC MOUNTAIN FRONT PARTNERS, LLC RANGE ENERGY I, INC. RANGE ENERGY SERVICES COMPANY RANGE HOLDCO, INC. RANGE OPERATING NEW MEXICO, INC. RANGE OPERATING TEXAS, LLC RANGE PRODUCTION COMPANY RANGE RESOURCES — PINE MOUNTAIN, INC. |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive Vice President | ||||
| of all of the foregoing Grantors | ||||
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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 |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive Vice President | ||||
| of each of the foregoing members | ||||
| RANGE RESOURCES — MIDCONTINENT, LLC (f/k/a Range Resources, L.L.C.) |
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| By: | RANGE HOLDCO, INC., Its member | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive Vice President | ||||
| RANGE TEXAS PRODUCTION, LLC |
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| By: | Range Energy I, Inc., Its Member | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive Vice President | ||||
| REVC HOLDCO, LLC |
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| By: | Range Resources Corporation, Its member | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Manny, Executive 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: | /s/ Xxxxxxxx X. Coil | |||
| Xxxxxxxx X. Coil, Senior Vice President | ||||
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| CALYON NEW YORK BRANCH, as a Syndicated Agent and a Lender |
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| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
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| COMPASS BANK, as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Senior Vice President | |||
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| BANK OF AMERICA, N.A., as a Documentation Agent and a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Managing Director | |||
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| FORTIS CAPITAL CORP., as a Documentation Agent and a Lender |
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| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
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| NATIXIS (formerly Natexis Banques Populaires), as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Liana Tchernysheva | |||
| Name: | Liana Tchernysheva | |||
| Title: | Director | |||
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| COMERICA BANK, as a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Assistant Vice President | |||
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| CAPITAL ONE, N.A. (f/k/a Hibernia National Bank), as a Lender |
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| By: | /s/ Xxxxx X. Xxx | |||
| Name: | Xxxxx X. Xxx | |||
| Title: | Vice President | |||
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| AMEGY BANK N.A. (f/k/a Southwest Bank of Texas N.A.), as a Lender |
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| By: | /s/ W. Xxxxx Xxxxxxx | |||
| Name: | W. Xxxxx Xxxxxxx | |||
| Title: | Senior Vice President | |||
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| BMO CAPITAL MARKETS FINANCING, INC. (f/k/a XXXXXX XXXXXXX FINANCING, INC.), as a Syndication Agent and a Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
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| KEY BANK, as a Lender |
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| By: | /s/ Xxxxxx XxXxxxxxx | |||
| Name: | Xxxxxx XxXxxxxxx | |||
| Title: | SVP | |||
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| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Director | |||
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| UNION BANK OF CALIFORNIA, N.A., as a Lender |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
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| THE BANK OF NOVA SCOTIA, as a Lender |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Managing Director | |||
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| THE FROST NATIONAL BANK, as a Lender |
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| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President | |||
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| CITIBANK, N.A., as a Lender |
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| By: | /s/ Xxx Rincu | |||
| Name: | Xxx Rincu | |||
| Title: | Vice President | |||
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| CREDIT SUISSE, Cayman Islands Branch, as a Lender |
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| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Vice President | |||
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| SUNTRUST BANK, as a Lender |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Director | |||
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| SOCIÉTÉ GÉNÉRALE, as a Lender |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
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| U.S. BANK NATIONAL ASSOCIATION, as a Lender |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
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| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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| STERLING BANK, as a Lender |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
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| BARCLAYS BANK PLC, as a Lender |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
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| ROYAL BANK OF CANADA, as a Lender |
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| By: | /s/ Xxx X. XxXxxxxxxxx | |||
| Name: | Xxx X. XxXxxxxxxxx | |||
| Title: | Authorized Signatory | |||
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| BANK OF TEXAS, N.A., as a Lender |
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| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Assistant Vice President | |||
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