RANGE RESOURCES CORPORATION Underwriting Agreement
EXHIBIT 1.1
$100,000,000
RANGE RESOURCES CORPORATION
7.50% Senior Subordinated Notes due 2016
August 9, 2006
X.X. Xxxxxx Securities Inc.
As Representative of the
several Underwriters listed
in Schedule 1 hereto
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representative of the
several Underwriters listed
in Schedule 1 hereto
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Range Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and
sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are
acting as representative (the “Representative”), $100,000,000 principal amount of its 7.50% Senior
Subordinated Notes due 2016 (the “Securities”). The Securities will be issued pursuant to the
First Supplemental Indenture dated as of May 23, 2006 (the “Indenture”) between the Company and
X.X. Xxxxxx Trust Company, National Association, as trustee (the “Trustee”).
The Company hereby confirms its agreement with the several Underwriters concerning the
purchase and sale of the Securities, as follows:
effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in
the form first used (or made available upon request of purchasers pursuant to Rule 173 under the
Securities Act) in connection with confirmation of sales of the Securities. If the Company has
filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the
“Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement
to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form
S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of
such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”,
“amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any documents filed after such date under
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference
therein. Capitalized terms used but not defined herein shall have the meanings given to such terms
in the Registration Statement and the Prospectus.
At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the
Company had prepared the following information (collectively the “Time of Sale Information”): a
Preliminary Prospectus dated August 9, 2006, and each “free-writing prospectus” (as defined
pursuant to Rule 405 under the Securities Act) listed on Annex C hereto.
(b) The Company understands that the Underwriters intend to make a public offering of the
Securities as soon after the effectiveness of this Agreement as in the judgment of the
Representative is advisable, and initially to offer the Securities on the terms set forth in the
Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell
Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and
sell Securities purchased by it to or through any Underwriter.
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(c) Payment for and delivery of the Securities will be made at the offices of Xxxxx Xxxx &
Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on
August 14, 2006, or at such other time or place on the same or such other date, not later than the
fifth business day thereafter, as the Representative and the Company may agree upon in writing.
The time and date of such payment and delivery is referred to herein as the “Closing Date”.
(d) Payment for the Securities shall be made by wire transfer in immediately available funds
to the account(s) specified by the Company to the Representative against delivery to the nominee of
The Depository Trust Company, for the account of the Underwriters, of one or more global notes
representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Company. The Global Note will be made
available for inspection by the Representative not later than 1:00 P.M., New York City time, on the
business day prior to the Closing Date.
(e) The Company acknowledges and agrees that the Underwriters are acting solely in the
capacity of an arm’s length contractual counterparty to the Company with respect to the offering of
Securities contemplated hereby (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.
Additionally, neither the Representative nor any other Underwriter is advising the Company or any
other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be
responsible for making its own independent investigation and appraisal of the transactions
contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company
with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely for the benefit of
the Underwriters and shall not be on behalf of the Company.
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as of the applicable effective date of the Registration Statement and any amendment thereto, the
Registration Statement complied and will comply in all material respects with the Securities Act
and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission
thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and as of the date of the
Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will
not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the Company makes
no representation and warranty with respect to (i) that part of the Registration Statement that
constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the
Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representative expressly for use in the Registration Statement and the
Prospectus and any amendment or supplement thereto.
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required to be stated therein. The other financial and accounting data, including the unaudited
financial statements, included or incorporated by reference in the Registration Statement, the Time
of Sale Information and the Prospectus, have been derived from the accounting records of the
Company and its subsidiaries and present fairly the information shown therein, in all material
respects.
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material respects as described in the Registration Statement, the Time of Sale Information and the
Prospectus; each Subsidiary is duly qualified to do business as a foreign corporation, limited
liability company or limited partnership and (in those jurisdictions in which good standing is a
relevant concept for such type of entity) is in good standing in each jurisdiction where the
ownership or leasing of its properties or the conduct of its business requires such qualification,
except where the failure to be so qualified and in good standing would not, individually or in the
aggregate, have a Material Adverse Effect; all of the outstanding shares of capital stock of each
of the Subsidiaries that is a corporation have been duly and validly authorized and issued, are
fully paid and non-assessable, the outstanding membership interest of Great Lakes Energy Partners,
L.L.C., has been issued in accordance with the organizational documents of Great Lakes Energy
Partners, L.L.C., the outstanding partnership interest of Range Production I, L.P., has been issued
in accordance with the terms of the limited partnership agreement of Range Production I, L.P., the
outstanding membership interest of Range Operating Texas, LLC, has been issued in accordance with
the organizational documents of Range Operating Texas, LLC, the outstanding membership interest of
Xxxxxx Energy GP, LLC, has been issued in accordance with the organizational documents of Xxxxxx
Energy GP, LLC, the outstanding membership interest of Xxxxxx Energy LP, LLC, has been issued in
accordance with the organizational documents of Xxxxxx Energy LP, LLC, the outstanding partnership
interest of Xxxxxx Oil Properties, LP, has been issued in accordance with the terms of the limited
partnership agreement of Xxxxxx Oil Properties, LP, the outstanding membership interest of Xxxxxx
Energy Management GP, LLC, has been issued in accordance with the organizational documents of
Xxxxxx Energy Management GP, LLC, the outstanding partnership interest of Xxxxxx Energy, Ltd., has
been issued in accordance with the terms of the limited partnership agreement of Xxxxxx Energy,
Ltd. and, except as described in the Registration Statement, the Time of Sale Information and the
Prospectus, are owned, directly or indirectly, by the Company, subject to no security interest,
other encumbrance or adverse claims.
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“Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action
required to be taken for the due and proper authorization, execution and delivery of each of the
Transaction Documents and the consummation of the transactions contemplated thereby has been duly
and validly taken.
(n) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered
by the Company and when executed and delivered by the other parties thereto will be a legal, valid
and binding agreement of the Company, enforceable in accordance with its terms, except (i) as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and general principles of equity and (ii) rights
to indemnity and contribution may be limited by applicable law, rule, regulation or interpretation
of the Commission.
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conflict with, result in any breach or violation of or constitute a default under (nor constitute
any event which with notice, lapse of time or both would result in any breach or violation of or
constitute a default under), (x) the charter or bylaws of the Company or any of the Subsidiaries or
(y) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of
indebtedness, or any license, lease, material contract or other material agreement or material
instrument to which the Company or any of the Subsidiaries is a party or by which any of them or
any of their properties may be bound or affected, or under any federal, state, local or foreign
law, regulation or rule or any decree, judgment or order applicable to the Company or any of the
Subsidiaries, which conflicts, breaches, violations or defaults listed in clause (y) of this
subparagraph (p) would, individually or in the aggregate, have a Material Adverse Effect.
(q) No Consents Required. No approval, authorization, consent or order of or filing with any
federal, state, local or foreign governmental or regulatory commission, board, body, authority or
agency, or of or with the rules of the New York Stock Exchange, or approval of the stockholders of
the Company, is required in connection with the issuance and sale by the Company of the Securities
or the consummation of the transactions as contemplated hereby and by the Transaction Documents
other than as may be required under the securities or blue sky laws of the various jurisdictions in
which the Securities are being offered by the Underwriters.
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Securities Act and the Exchange Act, and the applicable published rules and regulations thereunder.
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Company, is any such dispute threatened except, in each case, for disputes which would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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factors that could significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
(ff) Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company and its
Subsidiaries or any of the officers and directors of the Company or any of its Subsidiaries, in
their capacities as such, to comply in all material respects with the provisions of the
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations in connection therewith, including without
limitation Section 402 related to loans and Sections 302 and 906 related to certifications.
(gg) Status under the Securities Act. The Company is not an ineligible issuer and is a
well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the
times specified in the Securities Act in connection with the offering
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of the Securities. The Company has paid the registration fee for this offering pursuant to Rule
456(b)(1) under the Securities Act or will pay such fees within the time period required by such
rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(a) Required Filings. The Company will file the final Prospectus with the Commission within
the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act,
will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the
Securities Act; and will file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required in connection with the offering or sale of the Securities;
and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to
the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New
York City time, on the business day next succeeding the date of this Agreement in such quantities
as the Representative may reasonably request. The Company will pay the registration fees for this
offering within the time period required by Rule 456(b)(i) under the Securities Act prior to the
Closing Date.
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counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or
supplement for review and will not prepare, use, authorize, approve, refer to or file any such
Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the
Representative reasonably objects.
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Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the
Commission and furnish to the Underwriters and to such dealers as the Representative may designate,
such amendments or supplements to the Prospectus as may be necessary so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the circumstances existing when
the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply
with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition
shall exist as a result of which the Time of Sale Information as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances, not misleading or (ii) it
is necessary to amend or supplement the Time of Sale Information to comply with law, the Company
will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)
above, file with the Commission (to the extent required) and furnish to the Underwriters and to
such dealers as the Representative may designate, such amendments or supplements to the Time of
Sale Information as may be necessary so that the statements in the Time of Sale Information as so
amended or supplemented will not, in the light of the circumstances, be misleading or so that the
Time of Sale Information will comply with law.
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(a) It has not and will not use, authorize use of, refer to, or participate in the planning
for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which
term includes use of any written information furnished to the Commission by the Company and not
incorporated by reference into the Registration Statement and any press release issued by the
Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined
in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation
by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus,
(ii) any Issuer Free Writing Prospectus listed on Annex C or prepared pursuant to Section 3(c) or
Section 4(c) above, or (iii) any free writing prospectus prepared by such underwriter and approved
by the Company in advance in writing (each such free writing prospectus referred to in clauses (i)
or (iii), an “Underwriter Free Writing Prospectus”).
(b) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in
clause (a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination.
(c) It has not and will not, without the prior written consent of the Company, use any free
writing prospectus that contains the final terms of the Securities unless such terms have
previously been included in a free writing prospectus filed with the Commission; provided that
Underwriters may use a term sheet substantially in the form of Annex D hereto without the consent
of the Company; provided further that any Underwriter using such term sheet shall notify the
Company, and provide a copy of such term sheet to the Company, prior to, or substantially
concurrently with, the first use of such term sheet.
(d) It will, pursuant to reasonable procedures developed in good faith, retain copies of each
free writing prospectus used or referred to by it, in accordance with Rule 433 under the Securities
Act.
(e) It is not subject to any pending proceeding under Section 8A of the Securities Act with
respect to the offering of the Securities (and will promptly notify the Company if any such
proceeding against it is initiated during the Prospectus Delivery Period).
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All opinions, letters, certificates and evidence mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Underwriters.
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either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the
person against whom such indemnification may be sought (the “Indemnifying Person”) in writing;
provided that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 7 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under this
Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of
the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person
in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,
as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to
the contrary, or (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates,
directors and officers and any control persons of such Underwriter shall be designated in writing
by X.X. Xxxxxx Securities Inc. and any such separate firm for the Company, its directors, its
officers who signed the Registration Statement and any control persons of the Company shall be
designated in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested
that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is entered into more than 30
days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request prior to the date
of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such proceeding and (y) does
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not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Person.
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to this Section 7 are several in proportion to
their respective purchase obligations hereunder and not joint.
9. Termination. This Agreement may be terminated in the absolute discretion of the
Representative, by notice to the Company, if after the execution and delivery of this Agreement and
prior to the Closing Date there shall have occurred (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the
NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on the New
York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either
federal or New York State authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) an outbreak or escalation of
hostilities or acts of terrorism involving the United States or a declaration by the United States
of a national emergency or war; or (v) any other calamity or crisis or any change in financial,
political or economic conditions in the United States or elsewhere, if the effect of any such event
specified in clause (iv) or (v) in the judgment of the Representative makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in
the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
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(b) If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as
provided in paragraph (a) above, the aggregate principal amount of such Securities that remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities,
then the Company shall have the right to require each non-defaulting Underwriter to purchase the
principal amount of Securities that such Underwriter agreed to purchase hereunder plus such
Underwriter’s pro rata share (based on the principal amount of Securities that such
Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as
provided in paragraph (a) above, the aggregate principal amount of such Securities that remains
unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the
Company shall not exercise the right described in paragraph (b) above, then this Agreement shall
terminate without liability on the part of the non-defaulting Underwriters. Any termination of
this Agreement pursuant to this Section 10 shall be without liability on the part of the Company,
except that the Company will continue to be liable for the payment of expenses as set forth in
Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall
remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may
have to the Company or any non-defaulting Underwriter for damages caused by its default.
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incurred by the Company in connection with any “road show” presentation to
potential investors.
(b) If (i) this Agreement is terminated pursuant to Section 9 (other than pursuant to clause
(v) of Section 9 if the Company and the Underwriters subsequently enter into another agreement for
the Underwriters to underwrite the same or substantially similar securities of the Company), (ii)
the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii)
the Underwriters decline to purchase the Securities for any reason permitted under this Agreement,
the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses
(including the reasonable fees and expenses of their counsel) reasonably incurred by the
Underwriters in connection with this Agreement and the offering contemplated hereby.
14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise
expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities
Act; (b) the term “business day” means any day other than a day on which banks are permitted or
required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in
Rule 405 under the Securities Act.
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Notices to the Company shall be given to it at the offices of the Company at
000 Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 (fax: (000) 000-0000); Attention: Xxxxxx X. Xxxxxx.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below.
Very truly yours, | ||||
RANGE RESOURCES CORPORATION | ||||
By | /s/ Xxxxxx X. Xxxxxx | |||
Title: Senior Vice President |
Accepted: August 9 2006
X.X. XXXXXX SECURITIES INC.
For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. | ||||||
By |
/s/ — | |||||
Authorized Signatory |
Schedule 1
Underwriter | Principal Amount | |||
X.X. Xxxxxx Securities Inc. |
$ | 42,000,000 | ||
Credit Suisse Securities (USA) LLC |
$ | 17,000,000 | ||
Banc of America Securities LLC |
$ | 9,000,000 | ||
BMO Capital Markets Corp. |
$ | 9,000,000 | ||
Wachovia Capital Markets, LLC |
$ | 9,000,000 | ||
Calyon Securities (USA) Inc. |
$ | 2,000,000 | ||
Comerica Securities, Inc. |
$ | 2,000,000 | ||
Fortis Securities LLC |
$ | 2,000,000 | ||
Capital One Southcoast, Inc. |
$ | 2,000,000 | ||
KeyBanc Capital Markets, a division of
McDonald Investments, Inc. |
$ | 2,000,000 | ||
Scotia Capital (USA) Inc. |
$ | 2,000,000 | ||
Natexis Bleichroeder Inc. |
$ | 2,000,000 | ||
Total |
$ | 100,000,000 |
Annex A
[Form of Opinion of Counsel for the Company]
(a) The Registration Statement is an “automatic shelf registration statement” as defined under
Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years
prior to the date of the Underwriting Agreement; each of the Preliminary Prospectus and the
Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424 under the
Securities Act specified in such opinion on the date specified therein; and, to the best knowledge
of such counsel, no order suspending the effectiveness of the Registration Statement has been
issued, no notice of objection of the Commission to the use of such registration statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
received by the Company and no proceeding for that purpose or pursuant to Section 8A of the
Securities Act against the Company or in connection with the offering is pending or threatened by
the Commission.
(b) The Registration Statement, the Preliminary Prospectus and the Prospectus (other than (a)
the financial statements and related schedules thereto, including the notes thereto and the
independent registered public accounting firm’s report thereon and (b) the other financial and
statistical data that is included or incorporated by reference therein and (c) the oil and gas
reserve reports and related reserve information contained or incorporated by reference therein, as
to which such counsel need express no opinion) appear on their face to be appropriately responsive
in all material respects to the requirements of the Securities Act; each Issuer Free Writing
Prospectus included in the Time of Sale Information contains the legend required by Rule 433 of the
Securities Act and has been filed with the Commission to the extent, and within the time period,
required pursuant to Rule 433 of the Securities Act; and the Indenture complies as to form in all
material respects with the requirements of the Trust Indenture Act.
(c) The Company is validly existing and in good standing as a corporation under the laws of
the State of Delaware with all requisite corporate power and authority to own its properties and
conduct its business in all material respects as described in the Registration Statement, the Time
of Sale Information and the Prospectus.
(d) Each of the Subsidiaries (other than Range Production I, L.P., Pine Mountain Oil & Gas
Inc., Xxxxxx Energy Management GP, LLC and Xxxxxx Energy, Ltd.) is validly existing and in good
standing under the laws of the State of Delaware; each of Range Production I, L.P., Xxxxxx Energy
Management GP, LLC and Xxxxxx Energy, Ltd. is validly existing under the laws of the State of Texas
and Xxxxxx Energy Management GP, LLC is in good standing under the laws of the State of Texas; Pine
Mountain Oil & Gas Inc. is validly existing [and in good standing] [Note, to be deleted if good
standing is not relevant in Virginia] under the laws of the State of Virginia; each of the
Subsidiaries has all requisite corporate, limited liability company or partnership power and
authority to own its respective
properties and to conduct its respective business, in all
A-1
material respects as described in the
Registration Statement, the Time of Sale Information and the Prospectus.
(e) The Company and each of the Subsidiaries listed on Schedule 1 of such opinion,
other than Xxxxxx Energy, Ltd. and Range Production I, L.P., are (i) duly qualified or licensed to
do business as a foreign corporation, foreign limited partnership or limited liability company in
each jurisdiction listed across from each such entity’s name on Schedule 1 of such opinion
and (ii) in good standing in each jurisdiction listed across from each such entity’s name on
Schedule 1 of such opinion, [other than those jurisdictions in which good standing is not a
relevant concept for such entity – such counsel may separately specify on Schedule 1 which
states the opinion in clause (ii) speaks to and, if verbal or written confirmation of good standing
is not available from New York by closing, may omit New York from such opinion.].
(f) The documents incorporated by reference in the Time of Sale Information and the Prospectus
or any further amendment or supplement thereto made by the Company prior to the Closing Date
(except for (a) the financial statements and related schedules thereto, including the notes thereto
and the independent registered public accounting firm’s report thereon, (b) the other financial and
statistical data that is included or incorporated by reference therein and (c) the oil and gas
reserve reports and related reserve information contained or incorporated by reference therein, as
to which we express no opinion), when they were filed with the Commission, appear on their face to
be appropriately responsive in all material respects with the requirements of the Securities Act or
the Exchange Act and the rules and regulations of the Commission thereunder.
(g) The execution, delivery and performance of the Underwriting Agreement, the Indenture and
the Securities by the Company and the Subsidiaries, as applicable, and the consummation by the
Company of the transactions contemplated thereby and the issuance of the Securities by the Company
do not conflict with, or result in any breach of, or constitute a default under (nor constitute any
event which with notice, lapse of time, or both would constitute a breach or default under) (A) any
provisions of the Charter or Bylaws of the Company, (B) any Applicable Contract, or (C) assuming
compliance with all applicable state securities laws and assuming the accuracy of the
representations and warranties of the Underwriters contained in the Underwriting Agreement, any
federal or Texas or Delaware state law, regulation or rule or, to our knowledge and without having
investigated governmental records or court dockets, any decree, judgment or order applicable to the
Company or any of the Subsidiaries, except, in the case of clause (B) and (C), for such conflicts,
breaches or defaults that would not, individually or in the aggregate, result in a Material Adverse
Effect and, in the case of clause (C), such counsel need express no opinion with respect to the
anti-fraud provisions of federal securities laws or with respect to state securities laws or Blue
Sky laws.
(h) The Underwriting Agreement has been duly authorized, executed and delivered by the
Company.
A-2
(i) The Indenture has been duly authorized, executed and delivered by the Company and,
assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a legal,
valid and binding agreement of the Company, enforceable against the Company and the Subsidiaries in
accordance with its terms except as the enforceability thereof may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B)
general principles of equity, whether enforcement is considered in a proceeding in equity or at
law, and the discretion of the court before which any proceeding therefore may be brought and (C)
the rights to indemnity and contribution may be limited by applicable law, rule, regulation or
judicial determination or interpretation of the Commission.
(j) The Guarantees, as defined in the Indenture, have been duly authorized, executed and
delivered by the Subsidiary Guarantors and, assuming the due authorization, execution and delivery
of the Securities by the Trustee and upon payment for and delivery of the Notes in accordance with
the Underwriting Agreement, each Guarantee will constitute a legal, valid and binding agreement of
each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its
terms except as the enforceability thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) general
principles of equity, whether enforcement is considered in a proceeding in equity or at law, and
the discretion of the court before which any proceeding therefore may be brought and (C) the rights
to indemnity and contribution may be limited by applicable law, rule, regulation or judicial
determination or interpretation of the Commission.
(k) The Securities have been duly authorized by the Company, and when executed and duly
authenticated in accordance with the terms of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, (A) will constitute legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) general
principles of equity, whether enforcement is considered in a proceeding in equity or at law, and
the discretion of the court before which any proceeding therefore may be brought, and (iii) the
rights to indemnity and contribution may be limited by applicable law, rule, regulation or judicial
determination or interpretation of the Commission, and (B) will be entitled to the benefits of the
Indenture.
(l) No approval, authorization, consent or order of or filing with any national, state or
local governmental or regulatory commission, board, body, authority or agency is required in
connection with the issuance and sale by the Company of the Securities as contemplated in the
Underwriting Agreement, other than such as have been obtained under the Securities Act and the
Trust Indenture Act and as may be required under the securities or blue sky laws of the various
jurisdictions in which the Securities are being resold by the Underwriters.
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(m) The statements set forth in the Preliminary Prospectus under the caption “Description of
notes” (when taken together with the terms of the Securities set forth in the Time of Sale
Information) and in the Preliminary Prospectus under the caption “Description of debt securities,”
insofar as they purport to constitute a summary of the terms of the Securities, are accurate
summaries in all material respects; and the statements set forth in the Time of Sale Information
and the Prospectus under the caption “Important U.S. federal income tax considerations,” insofar as
they purport to constitute summaries of matters of law or regulation or legal conclusions, are
accurate summaries in all material respects.
(n) The Company is not, and after giving effect to the offering and sale of the Securities and
the application of the proceeds thereof as described in the Registration Statement, the Time of
Sale Information and the Prospectus will not be, required to register as an “investment company” as
defined in the Investment Company Act of 1940, as amended.
(o) Based upon our participation in conferences with officers and other representatives of the
Company, representatives of the independent public accountants of the Company and representatives
of the Underwriters at which the contents of the Registration Statement, the Time of Sale
Information and the Prospectus and any amendment and supplement thereto and related matters were
discussed and without any additional inquiry or due diligence (except as necessary to express the
opinions set forth above), although we have not conducted any independent investigations with
regard to the information in the Registration Statement, the Time of Sale Information and the
Prospectus and are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration Statement, the Time of
Sale Information and the Prospectus (except to the extent stated in paragraph (m) above), no facts
have come to our attention which lead us to believe that the Registration Statement, at the time of
its effective date (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C
to be part of the Registration Statement at the time of effectiveness), contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, that the Time of Sale Information, at the
Time of Sale (which such counsel may assume to be the date of the Underwriting Agreement) contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading or
that the Prospectus or any amendment or supplement thereto as of its date and the Closing Date
contains any untrue statement of a material fact or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading (except for (a) the financial statements and related schedules thereto, including the
notes thereto, and the independent registered public accounting firm’s report thereon, (b) the
other financial and statistical data that is included or incorporated by reference therein and (c)
the oil and gas reserve reports and related reserve information contained or incorporated by
reference therein, as to which we express no opinion).
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SCHEDULE 1
• | Range Resources Corporation – Texas, Oklahoma | |
• | Range HoldCo, Inc. – New York, Oklahoma, Pennsylvania, Ohio | |
• | Range Production Company – Louisiana, Mississippi, New Mexico, Oklahoma, Texas | |
• | Range Energy Ventures Corporation – Louisiana, Mississippi, Texas | |
• | Great Lakes Energy Partners, L.L.C. – Ohio, Pennsylvania | |
• | Range Operating New Mexico, Inc. – New Mexico | |
• | Range Production I, L.P. – Louisiana, Mississippi | |
• | Range Operating Texas, LLC – Texas | |
• | Pine Mountain Oil & Gas Inc – West Virginia | |
• | Xxxxxx Energy GP, LLC – Texas | |
• | Xxxxxx Energy, Ltd. – Mississippi, Oklahoma |
A-5
Annex B
OFFICERS’ CERTIFICATE
1. | I have reviewed the Registration Statement, the Time of Sale Information and the Prospectus. | |
2. | The representations and warranties of the Company as set forth in the Underwriting Agreement are true and correct as of the time of purchase. | |
3. | The Company has performed all of its obligations under the Underwriting Agreement as are to be performed at or before the time of purchase. | |
4. | The condition set forth in Section 6(d) (No Material Adverse Change) of the Underwriting Agreement has been met. |
Annex C
a. Time of Sale Information
1. Term sheet containing the terms of the securities, substantially in the form of Annex D.
Annex D
Issuer:
|
Range Resources Corporation | |
Guarantors:
|
Range Energy I, Inc., Range HoldCo, Inc., Range Production Company, Range Energy Ventures Corporation, Range Production I, L.P., PMOG Holdings, Inc., Range Operating New Mexico, Inc., Great Lakes Energy Partners, L.L.C., Range Operating Texas, L.L.C., Pine Mountain Oil & Gas Inc., Pine Mountain Acquisition, Inc., Xxxxxx Energy GP, LLC, Xxxxxx Energy LP, LLC, Xxxxxx Oil Properties, LP, Xxxxxx Energy Management GP, LLC and Xxxxxx Energy, Ltd. | |
Security Description:
|
Senior Subordinated Notes | |
Distribution:
|
SEC Registered | |
Face:
|
$100,000,000 | |
Gross Proceeds:
|
$99,500,000 | |
Coupon:
|
7.500% | |
Maturity:
|
May 15, 2016 | |
Offering Price:
|
99.500% plus accrued interest from May 23, 2006 | |
Yield to Maturity:
|
7.570% | |
Spread to Treasury:
|
+262 bps | |
Benchmark:
|
UST 5.125% due 5/15/2016 | |
Ratings:
|
B2/B | |
Interest Pay Dates:
|
May 15 and November 15 | |
Beginning:
|
November 15, 2006 | |
Clawback:
|
Up to 35% at 107.5% | |
Until:
|
May 15, 2009 | |
Optional redemption:
|
Makewhole call @ T+50bps prior to May 15, 2011, then: |
On or after: | Price: | |||
May 15, 2011 |
103.750 | % | ||
May 15, 2012 |
102.500 | % | ||
May 15, 2013 |
101.250 | % | ||
May 15, 1014 and thereafter |
100.000 | % |
Change of control:
|
Put @ 101% of principal plus accrued interest | |
Trade Date:
|
August 9, 2006 | |
Settlement Date:
|
(T+3) | August 14, 2006 |
CUSIP:
|
00000XXX0 | |
ISIN:
|
US75281AAG40 | |
Sole Bookrunner:
|
JPMorgan | |
Lead Manager:
|
Credit Suisse | |
Co-Managers:
|
Banc of America Securities LLC | |
BMO Capital Markets | ||
Wachovia Securities | ||
Calyon Securities (USA) | ||
Comerica Securities | ||
Fortis Securities LLC | ||
Capital One Southcoast | ||
KeyBanc Capital Markets | ||
Scotia Capital | ||
Natexis Bleichroeder Inc. |
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling collect 0-000-000-0000.
Any disclaimer or other notice that may appear below is not applicable to this
communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by
Bloomberg or another email system.
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