TENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
TENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS TENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is dated as of October 8, 2010, by and among RANGE RESOURCES CORPORATION, a Delaware corporation
(“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party hereto,
and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the
Lenders (in such capacity, “Administrative Agent”).
WITNESSETH:
WHEREAS, Borrower, Guarantors, Administrative Agent and the Lenders entered into that certain
Third Amended and Restated Credit Agreement dated as of October 25, 2006 (as amended by that
certain First Amendment to Third Amended and Restated Credit Agreement dated March 12, 2007, as
further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement
dated as of March 26, 2007, as further amended by that certain Third Amendment to Third Amended and
Restated Credit Agreement dated as of October 22, 2007, as further amended by that certain Fourth
Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2008, as further
amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of
October 21, 2008, as further amended by that certain Sixth Amendment to Third Amended and Restated
Credit Agreement dated as of December 11, 2008, as further amended by that certain Seventh
Amendment to Third Amended and Restated Credit Agreement dated as of March 27, 2009, as further
amended by that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of
September 30, 2009, as further amended by that certain Ninth Amendment to Third Amended and
Restated Credit Agreement dated as of March 30, 2010, 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 as provided herein, and Administrative Agent and the Lenders have agreed to do so on and
subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree to amend the Credit Agreement as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms used herein
shall have the same meanings ascribed to such terms in the Credit Agreement.
2. Amendments to Credit Agreement.
2.1 Additional Definition. Section 1.01 of the Credit Agreement shall
be and it hereby is amended by inserting the following definition in appropriate
alphabetical order:
“Tenth Amendment Effective Date” means October 8, 2010.
TENTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT 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:
“Aggregate Commitment” means the amount equal to the lesser of
(i) the Maximum Facility Amount and (ii) the Borrowing Base then in effect;
provided that notwithstanding anything to the contrary contained
herein or in any other Loan Document, effective as of the Tenth Amendment
Effective Date, the Aggregate Commitment shall be equal to $1,250,000,000
until such time as the Aggregate Commitment is reduced or increased pursuant
to the terms of this Agreement. The Aggregate Commitment may be reduced or
increased pursuant to Section 2.02 and Section 2.03; provided that in
no event shall the Aggregate Commitment exceed the Borrowing Base. If at any
time the Borrowing Base is reduced below the Aggregate Commitment in effect
prior to such reduction, the Aggregate Commitment shall be reduced
automatically to the amount of the Borrowing Base in effect at such time.
“Indenture” means, collectively, (i) 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, (ii) that certain Indenture dated May 23, 2006, 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 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, (iv) that certain Indenture dated May 6, 2008, 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, (v) that certain Indenture dated May 14,
2009, among the Borrower, as issuer, certain of its Subsidiaries, as
guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended
or supplemented from time to time as permitted under the terms hereof and
(vi) that certain Indenture dated August 12, 2010, among the Borrower, as
issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York
Mellon Trust Company, N.A., as amended or supplemented from time to time as
permitted under the terms hereof.
“Senior Subordinated Notes” means (i) the 6 3/8% Senior
Subordinated Notes due 2015, issued pursuant to the Indenture, (ii) the 7 1/2%
Senior Subordinated Notes due 2016, issued pursuant to the Indenture, (iii)
the 7 1/2% Senior Subordinated Notes due 2017, issued pursuant to the
Indenture, (iv) the 7 1/4% Senior Subordinated Notes due 2018, issued pursuant
to the Indenture, (v) the 8.0% Senior Subordinated Notes due 2019, issued
pursuant to the Indenture, (vi) the 6 3/4% Senior Subordinated
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AND RESTATED CREDIT AGREEMENT
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Notes due 2020, issued pursuant to the Indenture and (vii) additional
senior unsecured subordinated notes issued after the Tenth Amendment
Effective Date and prior to May 1, 2011; 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 Tenth Amendment Effective Date and prior to May 1, 2011; 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 Indebtedness. 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 $2,100,000,000 at any time outstanding and
extensions, renewals, replacements and refinancings 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
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 Tenth Amendment
Effective Date, the Borrowing Base shall continue to be $1,500,000,000 until the next
Redetermination of the Borrowing Base pursuant to Article III of the Credit Agreement.
Additionally, notwithstanding anything to the contrary contained in the Credit Agreement or any
TENTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
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other Loan Document, effective as of the Tenth Amendment Effective Date, the Aggregate
Commitment shall continue to be $1,250,000,000 until such time as the Aggregate Commitment is
reduced or increased pursuant to the terms of the Credit Agreement.
4. 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. Tenth 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 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.
TENTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
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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 an executed counterpart to this Amendment by facsimile or other electronic means 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 guarantees of all of the obligations of the Borrower to the
Lenders. Borrower and Guarantors acknowledge and agree that the renewal, extension and amendment
of the Credit Agreement shall not be considered a novation of account or new contract but that all
existing rights, titles, powers, and estates in favor of the Lenders constitute valid and existing
obligations in favor of the Lenders. Borrower and Guarantors each confirm and agree that (a)
neither the execution of this Amendment or any other Loan Document nor the consummation of the
transactions described herein and therein shall in any way effect, impair or limit the covenants,
liabilities, obligations and duties of the Borrower and the Guarantors under the Loan Documents,
and (b) the obligations evidenced and secured by the Loan Documents continue in full force and
effect. Each Guarantor hereby further confirms that it unconditionally guarantees to the extent
set forth in the Credit Agreement the due and punctual payment and performance of any and all
amounts and obligations owed to the Lenders under the Credit Agreement or the other Loan Documents.
[Signature Page Follows]
TENTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
AND RESTATED CREDIT AGREEMENT
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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 | ||||||
| By: | /s/ Xxxxx X. Xxxxx
|
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| GUARANTORS: | ||||||
| AMERICAN ENERGY SYSTEMS, LLC | ||||||
| ENERGY ASSETS OPERATING COMPANY, LLC | ||||||
| RANGE ENERGY SERVICES COMPANY, LLC | ||||||
| RANGER GATHERING & PROCESSING COMPANY, LLC | ||||||
| RANGE OPERATING NEW MEXICO, LLC | ||||||
| RANGE PRODUCTION COMPANY | ||||||
| RANGE RESOURCES — APPALACHIA, LLC | ||||||
| RANGE RESOURCES — MIDCONTINENT, LLC | ||||||
| RANGE RESOURCES — PINE MOUNTAIN, INC. | ||||||
| RANGE TEXAS PRODUCTION, LLC | ||||||
| By: | /s/ Xxxxx X. Manny
|
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| of all of the foregoing Guarantors | ||||||
| OIL & GAS TITLE ABSTRACTING, LLC | ||||||
| By: | /s/ Xxxx X. Xxxx
|
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AND RESTATED CREDIT AGREEMENT
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| JPMORGAN CHASE BANK, N.A., as | ||||||
| Administrative Agent and a Lender | ||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx
|
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| BANK OF SCOTLAND plc, as a Lender | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxxx
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| Title: | Assistant Vice President | |||||
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| CREDIT AGRICOLE CORPORATE AND | ||||||
| INVESTMENT BANK (f/k/a Calyon New York | ||||||
| Branch), as a Syndicated Agent and a Lender | ||||||
| By: Name: |
/s/ Xxx Xxxxxxxx
|
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| Title: | Managing Director | |||||
| By: Name: |
/s / Xxxxxxx Xxxxx
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| Title: | Director | |||||
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| COMPASS BANK, as a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxx
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| Title: | Vice President | |||||
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| BANK OF AMERICA, N.A., as a Documentation | ||||||
| Agent and a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxx
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| Title: | Managing Director | |||||
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| BNP Paribas, as a Documentation Agent and a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxxxx
|
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| Title: | Director | |||||
| By: Name: |
/s/ Xxxx Xxxxxx Xxxxxxxx
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| Title: | Vice President | |||||
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| NATIXIS (formerly Natexis Banques Populaires), as a Lender |
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| By: Name: |
/s/ Liana Tchernysheva
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| Title: | Director | |||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxx, III
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| Title: | Managing Director | |||||
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| COMERICA BANK, as a Lender | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
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| Title: | Vice President | |||||
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| CAPITAL ONE, N.A. (f/k/a Hibernia National | ||||||
| Bank), as a Lender | ||||||
| By: Name: |
/s/ Xxxxx X. Xxx
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| Title: | Vice President | |||||
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| AMEGY BANK N.A. (f/k/a Southwest Bank of | ||||||
| Texas N.A.), as a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxxx
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| 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 | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
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| Title: | Director | |||||
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| KEYBANK NATIONAL ASSOCIATION, as a Lender |
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| By: Name: |
/s/ Xxxx Xxxxx
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| Title: | Vice President | |||||
TENTH AMENDMENT TO THIRD AMENDED
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| XXXXX FARGO BANK, NATIONAL | ||||||
| ASSOCIATION (successor in interest by merger to | ||||||
| Wachovia Bank, National Association), as a Lender | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
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| Title: | Director | |||||
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| UNION BANK, N.A. (f/k/a Union Bank of | ||||||
| California, N.A.), as a Lender | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxx
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| Title: | Vice President | |||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxxx
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| Title: | Vice President | |||||
TENTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
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| THE BANK OF NOVA SCOTIA, as a Lender | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
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| Title: | Director | |||||
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| THE FROST NATIONAL BANK, as a Lender | ||||||
| By: Name: |
/s/ Xxxx Xxxxxxxx
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| Title: | Vice President | |||||
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| CITIBANK, N.A., as a Lender | ||||||
| By: Name: |
/s/ Xxxx X. Xxxxxx
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| Title: | Attorney-in-fact | |||||
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| CREDIT SUISSE AG, Cayman Islands Branch | ||||||
| (f/k/a Credit Suisse, Cayman Islands Branch), | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxxx Xxxxx
|
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| Title: | Vice President | |||||
| By: Name: |
/s/ Xxxxx Xxxxxxxx
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| Title: | Associate | |||||
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| SUNTRUST BANK, as a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxx
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| Title: | Vice President | |||||
TENTH AMENDMENT TO THIRD AMENDED
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| SOCIÉTÉ GÉNÉRALE, as a Lender | ||||||
| By: Name: |
/s/ Cameron Null
|
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| Title: | Vice President | |||||
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| U.S. BANK NATIONAL ASSOCIATION, | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
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| Title: | Vice President | |||||
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| DEUTSCHE BANK TRUST COMPANY | ||||||
| AMERICAS, as a Lender | ||||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxxx
|
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| Title: | Vice President | |||||
| By: Name: |
/s/ Xxxx Xxxxxxxxx
|
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| Title: | Vice President | |||||
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| STERLING BANK, as a Lender | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
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| Title: | Senior Vice President | |||||
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| BARCLAYS BANK PLC, | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxx X. Xxxxxx
|
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| Title: | Director | |||||
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| ROYAL BANK OF CANADA, | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxx X. XxXxxxxxxxx
|
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| Title: | Authorized Signatory | |||||
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| BANK OF TEXAS, N.A., | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxx
|
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| Title: | Senior Vice President | |||||
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AND RESTATED CREDIT AGREEMENT
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