FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.6
FIFTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is dated as of October 21, 2008, by and among RANGE RESOURCES CORPORATION, a Delaware corporation
(“Borrower”), certain Subsidiaries of Borrower, as Guarantors, JPMORGAN CHASE BANK, N.A., a
national banking association, as Administrative Agent for the Lenders (in such capacity,
“Administrative Agent”), and each of the Lenders which is a party to the Credit Agreement
(defined below).
WITNESSETH:
WHEREAS, Borrower, Guarantors, Administrative Agent and the Lenders entered into that certain
Third Amended and Restated Credit Agreement dated as of October 25, 2006 (as amended by that
certain First Amendment to Third Amended and Restated Credit Agreement dated March 12, 2007, as
further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement
dated as of March 26, 2007, as further amended by that certain Third Amendment to Third Amended and
Restated Credit Agreement dated as of October 22, 2007, as further amended by that certain Fourth
Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 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:
“Fifth Amendment Effective Date” means October 21, 2008.
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:
“Indenture” means, collectively, (i) that certain Indenture
dated as of July 21, 2003, by and between the Borrower, as issuer, certain of
its Subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A. (successor
to Bank One, N.A.), as trustee, pursuant to which the Borrower issued
the Senior Subordinated Notes, as amended and supplemented by that certain
Supplemental Indenture dated as of June 22, 2004 and as further amended and
supplemented from time to time as permitted under the terms thereof, (ii)
that certain Indenture dated March 9, 2005, among the Borrower, as issuer,
certain of its Subsidiaries, as guarantors, and X.X. Xxxxxx Trust Company,
National Association, as amended or supplemented from time to time as
permitted under the terms hereof, (iii) that certain Indenture dated May 23,
2006, among the Borrower, as issuer, certain of its 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, (iv)
that certain Indenture dated September 28, 2007, among the Borrower, as
issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York
Trust Company, N.A., as amended or supplemented from time to time as
permitted under the terms hereof and (v) 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.
“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 Fifth Amendment Effective Date and prior to April 1,
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 Fifth Amendment Effective Date and prior to April 1, 2009; provided
that (i) the terms of such Senior Unsecured Notes do not provide
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for any scheduled repayment, mandatory redemption or sinking fund
obligation prior to the date that is six months after the Maturity Date, (ii)
the covenant, default and remedy provisions of such Senior Unsecured Notes
are substantially on the same terms and conditions as the Indenture (without
giving effect to the subordination provisions) or are not materially more
restrictive, taken as a whole, than those set forth in this Agreement and
(iii) the mandatory prepayment, repurchase and redemption provisions of such
Senior Unsecured Notes are substantially on the same terms and conditions as
the Indenture (without giving effect to the subordination provisions) or are
not materially more onerous or expansive in scope, taken as a whole, than
those set forth in this Agreement.
2.3 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
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 $50,000,000 and (ii) the
Aggregate Credit Exposure shall not exceed the Aggregate Commitment.
Notwithstanding the foregoing, the Issuing Bank shall not at anytime be
obligated to issue, amend, renew or extend any Letter of Credit if any Lender
is at such time a Defaulting Lender hereunder, unless the Issuing Bank has
entered into satisfactory arrangements with the Borrower or such Lender to
eliminate the Issuing Bank’s risk with respect to such Lender.
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2.4 Indebtedness Under the Senior Notes. Section 7.01(h) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:
(h) unsecured Indebtedness under the Senior Notes in an aggregate
principal amount not exceeding $1,600,000,000 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 Fifth 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 Fifth Amendment Effective Date, the Aggregate Commitment shall continue to be
$1,000,000,000.
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. Fifth Amendment Effective Date. This Amendment (including the amendments to the
Credit Agreement contained in Section 2 of this Amendment and the reaffirmation of the
Borrowing Base and Aggregate Commitment as set forth in Section 3 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 to
Administrative Agent;
(b) Representations and Warranties. The representations and warranties of the
Credit Parties under this Amendment are true and correct in all material respects as of such
date, as if then made (except to the extent that such representations and warranties relate
solely to an earlier date);
(c) No Default. No Default shall have occurred and be continuing or shall
result from the effectiveness of this Amendment;
(d) Other Documents. The Administrative Agent shall have received such other
instruments and documents incidental and appropriate to the transaction
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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.
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.
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12. Guarantors. The Guarantors hereby consent to the execution of this Amendment by
the Borrower and reaffirm their guaranties of all of the obligations of the Borrower to the
Lenders. Borrower and Guarantors acknowledge and agree that the renewal, extension and amendment
of the Credit Agreement shall not be considered a novation of account or new contract but that all
existing rights, titles, powers, and estates in favor of the Lenders constitute valid and existing
obligations in favor of the Lenders. Borrower and Guarantors each confirm and agree that (a)
neither the execution of this Amendment or any other Loan Document nor the consummation of the
transactions described herein and therein shall in any way effect, impair or limit the covenants,
liabilities, obligations and duties of the Borrower and the Guarantors under the Loan Documents,
and (b) the obligations evidenced and secured by the Loan Documents continue in full force and
effect. Each Guarantor hereby further confirms that it unconditionally guarantees to the extent
set forth in the Credit Agreement the due and punctual payment and performance of any and all
amounts and obligations owed to the Lenders under the Credit Agreement or the other Loan Documents.
[Remainder of page blank. Signature pages follow]
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IN WITNESS WHEREOF, the parties have caused this Amendment to the Credit Agreement to be duly
executed as of the date first above written.
| BORROWER: | ||||||
| RANGE RESOURCES CORPORATION | ||||||
| By: | /s/ Xxxxx X. Xxxxx
|
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| GUARANTORS: | ||||||
| RANGE ENERGY I, INC. | ||||||
| RANGE HOLDCO, INC. | ||||||
| RANGE PRODUCTION COMPANY | ||||||
| GULFSTAR ENERGY, INC. | ||||||
| RANGE ENERGY FINANCE CORPORATION | ||||||
| PMOG HOLDINGS, INC. | ||||||
| PINE MOUNTAIN ACQUISITION, INC. | ||||||
| RANGE RESOURCES – PINE MOUNTAIN, INC. | ||||||
| RANGE OPERATING NEW MEXICO, INC. | ||||||
| RANGE OPERATING TEXAS, LLC | ||||||
| XXXXXX ENERGY GP, LLC | ||||||
| XXXXXX ENERGY MANAGEMENT GP, LLC | ||||||
| By: | /s/ Xxxxx X. Manny
|
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| Xxxxx X. Xxxxx, Senior Vice President of all of | ||||||
| the foregoing Credit Parties | ||||||
Signature Page
| RANGE RESOURCES – APPALACHIA, LLC | ||||||
| (f/k/a Great Lakes Energy Partners, L.L.C.) | ||||||
| By: | RANGE HOLDCO, INC., Its member | |||||
| RANGE ENERGY I, INC., Its member | ||||||
| By: | /s/ Xxxxx X. Manny
|
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| Xxxxx X. Xxxxx, Senior Vice President of each of the foregoing members | ||||||
| RANGE RESOURCES, L.L.C. | ||||||
| By: | RANGE PRODUCTION COMPANY, Its member | |||||
| RANGE HOLDCO, INC., Its member | ||||||
| By: | /s/ Xxxxx X. Manny
|
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| Xxxxx X. Xxxxx, Senior Vice President of each of the foregoing members | ||||||
| XXXXXX ENERGY LP, LLC, | ||||||
| By: | Range Operating, Texas, LLC, Its Member | |||||
| By: | /s/ Xxxxx X. Xxxxx
|
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Signature Page
| XXXXXX ENERGY, LTD., | ||||||
| By: | Xxxxxx Energy Management GP, LLC, Its general partner | |||||
| By: | /s/ Xxxxx X. Manny
|
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| XXXXXX OIL PROPERTIES, L.P., | ||||||
| By: | Xxxxxx Energy GP, LLC, Its general partner | |||||
| By: | /s/ Xxxxx X. Manny
|
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| RANGE TEXAS PRODUCTION, L.L.C. | ||||||
| By: | Range Energy I, Inc., Its Member | |||||
| By: | /s/ Xxxxx X. Manny
|
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| REVC HOLDCO, LLC | ||||||
| Range Resources Corporation, Its member | ||||||
| By: | /s/ Xxxxx X. Manny
|
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Signature Page
| AMERICAN ENERGY SYSTEMS, LLC | ||||||
| By: | /s/ Xxxxx X. Manny
|
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Signature Page
| JPMORGAN CHASE BANK, N.A., (successor by | ||||||
| merger to Bank One, N.A. (Illinois)), as Administrative | ||||||
| Agent and a Lender | ||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx
|
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Signature Page
| BANK OF SCOTLAND plc, as a Lender | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxx | |||||
| Title: | Assistant Vice President | |||||
Signature Page
| CALYON NEW YORK BRANCH, as a Syndicated | ||||||
| Agent and a Lender | ||||||
| By: | /s/ Xxx Xxxxxxxx | |||||
| Name: | Xxx Xxxxxxxx | |||||
| Title: | Managing Director | |||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | Director | |||||
Signature Page
| COMPASS BANK, as a Lender | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Senior Vice President | |||||
Signature Page
| BANK OF AMERICA, N.A., as a Documentation | ||||||
| Agent and a Lender | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||||
| Title: | Senior Vice President | |||||
Signature Page
| FORTIS CAPITAL CORP., as a Documentation | ||||||
| Agent and a Lender | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Managing Director | |||||
Signature Page
| NATIXIS (formerly Natexis Banques Populaires), as a | ||||||
| Lender | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||||
| Title: | Managing Director | |||||
| By: | /s/ Liana Tchernysheva | |||||
| Name: | Liana Tchernysheva | |||||
| Title: | Director | |||||
Signature Page
| COMERICA BANK, as a Lender | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxx | |||||
| Title: | Assistant Vice President | |||||
Signature Page
| CAPITAL ONE, N.A. (f/k/a Hibernia National | ||||||
| Bank), as a Lender | ||||||
| By: | /s/ Xxxxx X. Xxx | |||||
| Name: | Xxxxx X. Xxx | |||||
| Title: | Vice President | |||||
Signature Page
| BMO CAPITAL MARKETS FINANCING, INC. | ||||||
| (f/k/a XXXXXX XXXXXXX FINANCING, INC.), | ||||||
| as a Syndication Agent and a Lender | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Director | |||||
Signature Page
| WACHOVIA BANK, NATIONAL ASSOCIATION, | ||||||
| as a Lender | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Director | |||||
Signature Page
| UNION BANK OF CALIFORNIA, N.A., | ||||||
| as a Lender | ||||||
| By: | /s/ Xxxxxx Xxxxx | |||||
| Name: | Xxxxxx Xxxxx | |||||
| Title: | Assistant Vice President | |||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Assistant Vice President | |||||
Signature Page
| THE BANK OF NOVA SCOTIA, as a Lender | ||||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Director | |||||
Signature Page
| CITIBANK, N.A., as a Lender | ||||||
| By: | /s/ Xxxxx X. Xxxx | |||||
| Name: | Xxxxx X. Xxxx | |||||
| Title: | Vice President | |||||
Signature Page
| CREDIT SUISSE, Cayman Islands Branch, | ||||||
| as a Lender | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Associate | |||||
Signature Page
| SUNTRUST BANK, as a Lender | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Title: | Director | |||||
Signature Page
| SOCIÉTÉ GÉNÉRALE, as a Lender | ||||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Vice President | |||||
Signature Page
| U.S. BANK NATIONAL ASSOCIATION, | ||||||
| as a Lender | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
Signature Page
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
||||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
Signature Page
| STERLING BANK, as a Lender | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
Signature Page
| BARCLAYS BANK PLC, | ||||||
| as a Lender | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxx | |||||
| Title | Director | |||||
Signature Page
