Exhibit 10.1
EXECUTION VERSION
SEVENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 27, 2009, by and among RANGE RESOURCES CORPORATION, a Delaware corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).
WITNESSETH:
WHEREAS, Borrower, Guarantors, Administrative Agent and the Lenders entered into that certain Third Amended and Restated Credit Agreement dated as of October 25, 2006 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated March 12, 2007, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of March 26, 2007, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of October 22, 2007, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2008, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of October 21, 2008, as further amended by that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of December 11, 2008, and as further amended, modified and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders made a revolving credit facility available to Borrower; and
WHEREAS, Borrower has requested that Administrative Agent and the Lenders amend the Credit Agreement to permit the Borrower to incur additional unsecured Indebtedness and for certain other purposes as provided herein, and Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree to amend the Credit Agreement as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings ascribed to such terms in the Credit Agreement.
2. Amendments to Credit Agreement.
2.1Additional Definition.Section 1.01 of the Credit Agreement shall be and it hereby is amended by inserting the following definition in appropriate alphabetical order:
“Seventh Amendment Effective Date” means March 27, 2009.
2.2Amended Definitions. The following definitions set forth inSection 1.01 of the Credit Agreement shall be and they hereby are amended in their respective entireties to read as follows:
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“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 71/2% Senior Subordinated Notes due 2016, issued pursuant to the Indenture, (vi) the 71/2% Senior Subordinated Notes due 2017, issued pursuant to the Indenture, (v) the 71/4% Senior Subordinated Notes due 2018, issued pursuant to the Indenture, and (vi) additional senior unsecured subordinated notes issued after the Seventh Amendment Effective Date and prior to October 15, 2009; provided that (a) the terms of such Senior Subordinated Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (b) the covenant, default and remedy provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more restrictive, taken as a whole, than those set forth in this Agreement, (c) the mandatory prepayment, repurchase and redemption provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement, and (d) the subordination provisions set forth in such Senior Subordinated Notes are at least as favorable to the Secured Parties as the subordination provisions set forth in the Indenture.
“Senior Unsecured Notes” means senior unsecured notes issued after the Seventh Amendment Effective Date and prior to October 15, 2009; provided that (i) the terms of such Senior Unsecured Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (ii) the covenant, default and remedy provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture (without giving effect to the subordination provisions) or are not materially more restrictive, taken as a whole, than those set forth in this Agreement and (iii) the mandatory prepayment, repurchase and redemption provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture (without giving effect to the subordination provisions) or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement.
2.3Letters of Credit.Section 2.07(b) of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:
(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
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communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000 and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment. Notwithstanding the foregoing, the Issuing Bank shall not at any time be obligated to issue, amend, renew or extend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder, unless (x) the Borrower cash collateralizes such Defaulting Lender’s portion of the total LC Exposure (calculated after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit) in accordance with the procedures set forth in Section 2.07(j) or (y) the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank in its sole discretion with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender’s portion of the total LC Exposure.
2.4Notices. Clauses (i) and (ii) ofSection 11.01(a) of the Credit Agreement shall be and they hereby are amended in their respective entireties to read as follows:
(i) if to the Borrower, to Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, Attention: Roger Manny, Chief Financial Officer, Telecopy No. (817) 810-1921, with a copy to Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, Attention: David Poole, General Counsel, Telecopy No. (817) 869-9154. For purposes of delivering the documents pursuant to Section 6.01(a), Section 6.01(b) and Section 6.01(d), the website address iswww.rangeresources.com;
(ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 10 South Dearborn St., 19th Floor, Chicago, Illinois 60603-2003, Telecopy No.: (312) 385-7098, Attention: Margaret Mamani (margaret.m.mamani@jpmchase.com),with a copy to JPMorgan Chase Bank, N.A., Mail Code TX1-2911, 2200 Ross Avenue, 3rd Floor, Dallas, Texas 75201, Facsimile No. (214) 965-3280, Attention: Kimberly A. Coil, Senior Vice President (kimberly.a.coil@jpmorgan.com); and
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3. Reaffirmation of Borrowing Base and Aggregate Commitment. This Amendment shall constitute a notice of reaffirmation of the Borrowing Base pursuant toSection 3.04 of the Credit Agreement and Administrative Agent hereby notifies Borrower that, as of the Seventh Amendment Effective Date, the Borrowing Base shall continue to be $1,500,000,000 until the next redetermination of the Borrowing Base pursuant toArticle III of the Credit Agreement. Additionally, notwithstanding anything to the contrary contained in the Credit Agreement, effective as of the Seventh Amendment Effective Date, the Aggregate Commitment shall continue to be $1,250,000,000.
4. Binding Effect. Except to the extent its provisions are specifically amended, modified or superseded by this Amendment, the Credit Agreement, as amended, and all terms and provisions thereof shall remain in full force and effect, and the same in all respects are confirmed and approved by the Borrower, the Guarantors and the Lenders.
5. Seventh Amendment Effective Date. This Amendment (including the amendments to the Credit Agreement contained inSection 2 of this Amendment) shall be effective upon the satisfaction of the conditions precedent set forth inSection 6 hereof.
6. Conditions Precedent. The obligations of Administrative Agent and the Lenders under this Amendment shall be subject to the following conditions precedent:
(a)Execution and Delivery. Borrower, each Guarantor, and the Lenders (or at least the required percentage thereof) shall have executed and delivered this Amendment and each other required document to Administrative Agent, all in form and substance satisfactory to the Administrative Agent.
(b)No Default. No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.
(c)Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.
7. Representations and Warranties. Each Credit Party hereby represents and warrants that (a) except to the extent that any such representations and warranties expressly relate to an earlier date, all of the representations and warranties contained in the Credit Agreement and in each Loan Document are true and correct as of the date hereof after giving effect to this Amendment, (b) the execution, delivery and performance by such Credit Party of this Amendment have been duly authorized by all necessary corporate, limited liability
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company or partnership action required on its part, and this Amendment and the Credit Agreement are the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as their enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (c) no Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.
8. Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.
9. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.
10. Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.
11. WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT AND TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE PARTIES.
12. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of Texas.
13. Guarantors. The Guarantors hereby consent to the execution of this Amendment by the Borrower and reaffirm their guaranties of all of the obligations of the Borrower to the Lenders. Borrower and Guarantors acknowledge and agree that the renewal, extension and amendment of the Credit Agreement shall not be considered a novation of account or new contract but that all existing rights, titles, powers, and estates in favor of the Lenders constitute valid and existing obligations in favor of the Lenders. Borrower and Guarantors each confirm and agree that (a) neither the execution of this Amendment or any other Loan Document nor the
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consummation of the transactions described herein and therein shall in any way effect, impair or limit the covenants, liabilities, obligations and duties of the Borrower and the Guarantors under the Loan Documents, and (b) the obligations evidenced and secured by the Loan Documents continue in full force and effect. Each Guarantor hereby further confirms that it unconditionally guarantees to the extent set forth in the Credit Agreement the due and punctual payment and performance of any and all amounts and obligations owed to the Lenders under the Credit Agreement or the other Loan Documents.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to the Credit Agreement to be duly executed as of the date first above written.
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| | BORROWER:
RANGE RESOURCES CORPORATION
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| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
| | | | |
| |
| | GUARANTORS:
AMERICAN ENERGY SYSTEMS, LLC
MOUNTAIN FRONT PARTNERS, LLC
RANGE ENERGY I, INC.
RANGE ENERGY SERVICES COMPANY
RANGE HOLDCO, INC.
RANGE OPERATING NEW MEXICO, INC.
RANGE OPERATING TEXAS, LLC
RANGE PRODUCTION COMPANY
RANGE RESOURCES — PINE MOUNTAIN, INC.
| |
| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
| | | of all of the foregoing Grantors | |
| |
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Signature Page
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| | RANGE RESOURCES — APPALACHIA,
LLC
(f/k/a Great Lakes Energy Partners, L.L.C.)
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| | By: | RANGE HOLDCO, INC., Its member
RANGE ENERGY I, INC., Its member | |
| |
| | | |
| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
| | | of each of the foregoing members | |
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| | RANGE RESOURCES — MIDCONTINENT, LLC
(f/k/a Range Resources, L.L.C.)
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| | By: | RANGE HOLDCO, INC., Its member | |
| |
| | | |
| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
| | | | |
| | RANGE TEXAS PRODUCTION, LLC
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| | By: | Range Energy I, Inc., Its Member | |
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| | | |
| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
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| | REVC HOLDCO, LLC
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| | By: | Range Resources Corporation, Its member | |
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| | | |
| | By: | /s/ Roger S. Manny | |
| | | Roger S. Manny, Executive Vice President | |
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| | JPMORGAN CHASE BANK, N.A.,(successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent and a Lender
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| | By: | /s/ Kimberly A. Coil | |
| | | Kimberly A. Coil, Senior Vice President | |
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| | CALYON NEW YORK BRANCH,as a Syndicated
Agent and a Lender
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| | By: | /s/ Tom Byargeon | |
| | | Name: | Tom Byargeon | |
| | | Title: | Managing Director | |
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| | By: | /s/ Michael D. Willis | |
| | | Name: | Michael D. Willis | |
| | | Title: | Managing Director | |
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| | COMPASS BANK,as a Lender
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| | By: | /s/ Dorothy Marchand | |
| | | Name: | Dorothy Marchand | |
| | | Title: | Senior Vice President | |
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| | BANK OF AMERICA, N.A., as a Documentation
Agent and a Lender
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| | By: | /s/ Stephen J. Hoffman | |
| | | Name: | Stephen J. Hoffman | |
| | | Title: | Managing Director | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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Signature Page
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| | FORTIS CAPITAL CORP., as a Documentation
Agent and a Lender
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| | By: | /s/ Michele Jones | |
| | | Name: | Michele Jones | |
| | | Title: | Director | |
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| | By: | /s/ Darrell Holley | |
| | | Name: | Darrell Holley | |
| | | Title: | Managing Director | |
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| | NATIXIS(formerly Natexis Banques Populaires), as a
Lender
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| | By: | /s/ Donovan Broussard | |
| | | Name: | Donovan C. Broussard | |
| | | Title: | Managing Director | |
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| | By: | /s/ Liana Tchernysheva | |
| | | Name: | Liana Tchernysheva | |
| | | Title: | Director | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | COMERICA BANK, as a Lender
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| | By: | /s/ Rebecca L. Wilson | |
| | | Name: | Rebecca L. Wilson | |
| | | Title: | Assistant Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | CAPITAL ONE, N.A. (f/k/a Hibernia National
Bank), as a Lender
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| | By: | /s/ Nancy M. Mak | |
| | | Name: | Nancy M. Mak | |
| | | Title: | Vice President | |
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Signature Page
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| | AMEGY BANK N.A. (f/k/a Southwest Bank of
Texas N.A.), as a Lender
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| | By: | /s/ W. Bryan Chapman | |
| | | Name: | W. Bryan Chapman | |
| | | Title: | Senior Vice President | |
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Signature Page
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| | BMO CAPITAL MARKETS FINANCING, INC.
(f/k/a HARRIS NESBITT FINANCING, INC.),
as a Syndication Agent and a Lender
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| | By: | /s/ James V. Ducote | |
| | | Name: | James V. Ducote | |
| | | Title: | Director | |
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| | KEY BANK, as a Lender
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| | By: | /s/ Angela McCracken | |
| | | Name: | Angela McCracken | |
| | | Title: | SVP | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
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| | By: | /s/ Shannan Townsend | |
| | | Name: | Shannan Townsend | |
| | | Title: | Director | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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Signature Page
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| | UNION BANK OF CALIFORNIA, N.A.,
as a Lender
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| | By: | /s/ Sean Murphy | |
| | | Name: | Sean Murphy | |
| | | Title: | Senior Vice President | |
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| | By: | /s/ Alison Fuqua | |
| | | Name: | Alison Fuqua | |
| | | Title: | Assistant Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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Signature Page
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| | THE BANK OF NOVA SCOTIA, as a Lender
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| | By: | /s/ David G. Mills | |
| | | Name: | David G. Mills | |
| | | Title: | Managing Director | |
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Signature Page
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| | THE FROST NATIONAL BANK, as a Lender
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| | By: | /s/ Alex Zemkoski | |
| | | Name: | Alex Zemkoski | |
| | | Title: | Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | CITIBANK, N.A., as a Lender
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| | By: | /s/ Amy Rincu | |
| | | Name: | Amy Rincu | |
| | | Title: | Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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Signature Page
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| | CREDIT SUISSE, Cayman Islands Branch,
as a Lender
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| | By: | /s/ Vanessa Gomez | |
| | | Name: | Vanessa Gomez | |
| | | Title: | Director | |
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| | By: | /s/ Mikhail Faybusovich | |
| | | Name: | Mikhail Faybusovich | |
| | | Title: | Vice President | |
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| | SUNTRUST BANK, as a Lender
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| | By: | /s/ Yann Pirio | |
| | | Name: | Yann Pirio | |
| | | Title: | Director | |
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| | SOCIÉTÉ GÉNÉRALE,as a Lender
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| | By: | /s/ Elena Robciuc | |
| | | Name: | Elena Robciuc | |
| | | Title: | Director | |
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Signature Page
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| | U.S. BANK NATIONAL ASSOCIATION,
as a Lender
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| | By: | /s/ Daria Mahoney | |
| | | Name: | Daria Mahoney | |
| | | Title: | Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | DEUTSCHE BANK TRUST COMPANY
AMERICAS,as a Lender
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| | By: | /s/ Evelyn Thierry | |
| | | Name: | Evelyn Thierry | |
| | | Title: | Vice President | |
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| | By: | /s/ Michael Meagher | |
| | | Name: | Michael Meagher | |
| | | Title: | Vice President | |
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| | STERLING BANK,as a Lender
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| | By: | /s/ Jeff A. Forbis | |
| | | Name: | Jeff A. Forbis | |
| | | Title: | Senior Vice President | |
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SEVENTH AMENDMENT TO THIRD AMENDED
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| | BARCLAYS BANK PLC,
as a Lender
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| | By: | /s/ Maria Lund | |
| | | Name: | Maria Lund | |
| | | Title: | Vice President | |
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| | ROYAL BANK OF CANADA,
as a Lender
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| | By: | /s/ Don J. McKinnerney | |
| | | Name: | Don J. McKinnerney | |
| | | Title: | Authorized Signatory | |
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| | BANK OF TEXAS, N.A.,
as a Lender
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| | By: | /s/ Jeff Olmstead | |
| | | Name: | Jeff Olmstead | |
| | | Title: | Assistant Vice President | |
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