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Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") is entered
into effective as of May 1, 2001, among Range Energy Finance Corporation, a
Delaware corporation ("BORROWER"), Compass Bank, an Alabama state chartered
Bank, as Collateral Agent (in such capacity, "COLLATERAL AGENT"), Credit
Lyonnais New York Branch, as Administrative Agent (in such capacity,
"ADMINISTRATIVE AGENT"), and the LENDERS (herein so called) named on SCHEDULE 2
(as amended and supplemented from time to time) of the Credit Agreement (as
hereinafter defined).
R E C I T A L S
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A. Borrower, Lenders, Collateral Agent and Administrative Agent entered
into that certain Credit Agreement dated as of December 14, 1999 (as modified
and amended pursuant to that certain First Amendment to Credit Agreement dated
as of May 19, 2000, the "CREDIT AGREEMENT"). Unless otherwise indicated herein,
all capitalized and undefined terms used herein shall have the same meanings as
set forth for such terms in the Credit Agreement, and all Section references are
to Sections in the Credit Agreement.
B. Borrower has requested that the Lenders modify and amend certain
terms and provisions of the Credit Agreement to (i) extend the
Stated-Termination Date from December 14, 2002 to January 1, 2004, and (ii)
increase the amount of Subordinated Debt which may be repaid from time to time
pursuant to Section 9.2(b)(iii)(x) of the Credit Agreement.
C. The Lenders are willing to so amend the Credit Agreement, as
requested, but only upon the condition that Borrower and the Lenders shall have
executed and delivered this Amendment and that Borrower shall have fully
satisfied the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Collateral Agent, Administrative Agent and the Lenders
hereby agree, as follows:
PARAGRAPH 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended, as follows:
1.1 AMENDMENT TO SECTION 1.1. The definition of the term
"Stated-Termination Date" in Section 1.1 is hereby amended, in
its entirety, to read as follows:
STATED-TERMINATION DATE means January 1, 2004.
1.3 AMENDMENT TO SECTION 9.2. SECTION 9.2 is amended, by replacing
each reference to the amount "$1,500,000" in subsection
(b)(iii)(x) thereof with the amount "$3,000,000."
PARAGRAPH 2. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon all
parties to the Loan Documents on the last day upon which counterparts of this
Amendment shall have been executed and delivered to Administrative Agent by
Borrower, Collateral Agent, Administrative Agent, and the Lenders or when
Administrative Agent shall have received telecopied, telexed, or other evidence
satisfactory to it that all such parties have executed and are delivering to
Administrative Agent counterparts thereof, and upon payment of all fees and
expenses set forth in the separate letter agreement of even effective date
herewith between Borrower and Administrative Agent.
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Upon satisfaction of the foregoing conditions, this Amendment shall be deemed
effective on and as of the date first above written (the "AMENDMENT EFFECTIVE
DATE").
PARAGRAPH 3. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders
to execute and deliver this Amendment, Borrower hereby represents and warrants
to Lenders (with the knowledge and intent that Lenders are relying upon the same
in entering into this Amendment) the following: (a) the representations and
warranties in the Credit Agreement and in all other Loan Documents are true and
correct on the date hereof in all material respects, as though made on the date
hereof; and (b) except for matters being modified by this Amendment, no Default
or Potential Default exists under the Loan Documents.
PARAGRAPH 4. ACKNOWLEDGMENT OF CURRENT BORROWING BASE. The parties hereto
acknowledge, agree and reaffirm that the Borrowing Base in effect from and after
the date hereof until the next determination thereof pursuant to SECTION 2.6 of
the Credit Agreement shall be $30,000,000.
PARAGRAPH 5. MISCELLANEOUS.
5.1 EFFECT ON LOAN DOCUMENTS. The Credit Agreement and all related Loan
Documents shall remain unchanged and in full force and effect, except as
provided in this Amendment, and are hereby ratified and confirmed. On and after
the Amendment Effective Date, all references to the "Credit Agreement" shall be
to the Credit Agreement as herein amended. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any Rights of the Lenders under the Credit Agreement or
any Loan Documents, nor constitute a waiver under the Credit Agreement or any
other provision of the Loan Documents.
5.2 REFERENCE TO MISCELLANEOUS PROVISIONS. This Amendment and the other
documents delivered pursuant to this Amendment are part of the Loan Documents
referred to in the Credit Agreement, and the provisions relating to Loan
Documents set forth in SECTION 14 are incorporated herein by reference the same
as if set forth herein verbatim.
5.3 COSTS AND EXPENSES. Borrower agrees to pay promptly the reasonable
fees and expenses of counsel to Administrative Agent for services rendered in
connection with the preparation, negotiation, reproduction, execution, and
delivery of this Amendment.
5.4 COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes, and all of which constitute, collectively, one agreement; but, in
making proof of this Amendment, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that all parties execute
the same counterpart so long as identical counterparts are executed by Borrower,
each Lender, Collateral Agent and Administrative Agent.
5.5 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
multiple counterparts effective as of the Amendment Effective Date.
RANGE ENERGY FINANCE CORPORATION, as
Borrower
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH,
as Administrative Agent and as a Lender
By:
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Name:
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Title:
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COMPASS BANK, as Collateral Agent and as a
Lender
By:
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Name:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT}
