EXHIBIT 10.2
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(hereinafter referred to as the "Third Amendment") executed as of the 1st day of
April, 2003, by and among RANGE RESOURCES CORPORATION, a Delaware corporation
("Borrower") and BANK ONE, NA, a national banking association ("Bank One"), and
each of the financial institutions which is a party hereto (as evidenced by the
signature pages to this Amendment) or which may from time to time become a party
hereto pursuant to the provisions of Section 29 of the Credit Agreement or any
successor or assignee thereof (hereinafter collectively referred to as
"Lenders", and individually, "Lender") and Bank One, as Administrative Agent
("Agent"), Fleet National Bank, as Co-Documentation Agent, Fortis Capital Corp.,
as Co-Documentation Agent, JPMorgan Chase Bank, as Co-Syndication Agent, Credit
Lyonnais New York Branch, as Co-Syndication Agent, Banc One Capital Markets,
Inc., as Joint Lead Arranger and Joint Bookrunner and JPMorgan Securities, Inc.,
as Joint Lead Arranger and Joint Bookrunner.
WITNESSETH:
WHEREAS, as of May 2, 2002, Borrower, Agent and the Lenders entered
into an Amended and Restated Credit Agreement pursuant to which the Lenders made
a credit facility available to Borrower (the "Credit Agreement"); and
WHEREAS, Borrower and all the Lenders have heretofore entered into a
First Amendment to Amended and Restated Credit Agreement and a Second Amendment
to Amended and Restated Credit Agreement.
WHEREAS, the Borrowers, Lenders and Agents have agreed to amend the
Credit Agreement to make certain changes thereto as set forth herein and
Comerica-Bank Texas ("Comerica") has agreed to purchase an interest in the Loans
concurrently with the closing of this Third Amendment.
NOW, THEREFORE, the parties agree to amend the Credit Agreement as
follows:
1. Unless otherwise defined herein all defined terms used herein shall
have the same meaning as ascribed to such terms in the Credit Agreement.
2. Section 1 of the Credit Agreement is hereby amended in the following
respects:
(a) By deleting the definition of "EBITDAX" therefrom in its
entirety and substituting the following in lieu thereof:
"EBITDA shall mean Net Income (excluding gains and
losses from asset sales, extraordinary and non-recurring gains
and losses) plus the sum of (i) income tax expense (but
excluding income tax expense relating to the sales or other
disposition of assets, including capital stock, the gains and
losses from which are excluded in the determination of Net
Income), plus (ii) Interest
Expense, plus (iii) depreciation, depletion and amortization
expense, plus (iv) any other non-cash expenses, plus (v) all
non-cash losses resulting from the application of FASB 121,
minus (vi) any non-cash gains or non-cash losses resulting
from the application of FASB 133 or 143, all as determined in
accordance with GAAP and calculated as of the end of each
fiscal quarter on a trailing four-quarter basis."
(b) By deleting the definition of "Maturity Date" therefrom in
its entirety and substituting the following in lieu thereof:
"Maturity Date shall mean January 1, 2007."
3. Any and all references in the Credit Agreement to "EBITDAX" are
hereby deleted and the word "EBITDA" is substituted therefor in each instance.
4. As of April 1, 2003, the Borrowing Base shall be $170,000,000 until
redetermined pursuant to Section 7(b) of the Credit Agreement.
5. The Lenders have agreed to reallocate their respective Commitments
and allow Comerica to acquire an interest in the Commitments and Loans. As
required by the Credit Agreement, the Agent and the Borrower, hereby consent to
the sale of the portion of the Commitments to Comerica. After such reallocation
of Commitments, the Lenders shall own the Commitment Percentages set forth on
Schedule I hereto as of the Third Amendment Effective Date. Each Lender shall
surrender it's existing Note and be issued a new Note on the face amount equal
to each Lenders' Commitment Percentage times $225,000,000. Each said Note to be
in the form of Exhibit B to the Credit Agreement with appropriate insertions
thereto.
6. In consideration of the Lenders' agreement to extend the Maturity
Date, the Borrower hereby agrees to pay to the Lenders on the Third Amendment
Effective Date an amount equal to $232,500, to be prorated among all Lenders
other than Comerica based upon their Commitment Percentages prior to the Third
Amendment Effective Date. In addition and in consideration of the Lenders'
agreement to increase the Borrowing Base to $170,000,000, Borrower agrees to
pay, on the Third Amendment Effective Date, a borrowing base increase fee to the
Lenders equal to $93,750, to be prorated among Lenders with new or increased
Commitments as of the Third Amendment Effective Date.
7. Except to the extent its provisions are specifically amended,
modified or superseded by this Third Amendment, the representations, warranties
and affirmative and negative covenants of the Borrower contained in the Credit
Agreement are incorporated herein by reference for all purposes as if copied
herein in full. The Borrower hereby restates and reaffirms each and every term
and provision of the Credit Agreement, as amended, including, without
limitation, all representations, warranties and affirmative and negative
covenants. Except to the extent its provisions are specifically amended,
modified or superseded by this Third 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
and the Lenders.
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8. This Third Amendment shall be effective as of the date first above
written, but only upon the satisfaction of the conditions precedent set forth in
Paragraph 8 hereof (the "Third Amendment Effective Date").
9. The obligations of Lenders under this Third Amendment shall be
subject to the following conditions precedent:
(a) Execution and Delivery. The Borrower and each Guarantor
shall have executed and delivered this Third Amendment, and other
required documents, all in form and substance satisfactory to the
Agent;
(b) Representations and Warranties. The representations and
warranties of the Borrowers under this Third 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 related
solely to an earlier date);
(c) No Event of Default. No Event of Default shall have
occurred and be continuing nor shall any event have occurred or failed
to occur which, with the passage of time or service of notice, or both,
would constitute an Event of Default;
(d) Other Documents. The Agent shall have received such other
instruments and documents incidental and appropriate to the transaction
provided for herein as the Agent or its counsel may reasonably request,
and all such documents shall be in form and substance satisfactory to
the Agent;
(e) Legal Matters Satisfactory. All legal matters incident to
the consummation of the transactions contemplated hereby shall be
reasonably satisfactory to special counsel for the Agent retained at
the expense of Borrower.
10. Borrower hereby represents and warrants that all factual
information heretofore and contemporaneously furnished by or on behalf of
Borrower to Agent for purposes of or in connection with this Third Amendment
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to keep the statements contained herein or therein from
being misleading. Each of the foregoing representations and warranties shall
constitute a representation and warranty of Borrower made under the Credit
Agreement, and it shall be an Event of Default if any such representation and
warranty shall prove to have been incorrect or false in any material respect at
the time given. Each of the representations and warranties made under the Credit
Agreement (including those made herein) shall survive and not be waived by the
execution and delivery of this Third Amendment or any investigation by Lenders.
11. The Borrower agrees to indemnify and hold harmless the Lenders and
their respective officers, employees, agents, attorneys and representatives
(singularly, an "Indemnified Party", and collectively, the "Indemnified
Parties") from and against any loss, cost, liability, damage or expense
(including the reasonable fees and out-of-pocket expenses of counsel to the
Lender, including all local counsel hired by such counsel) ("Claim") incurred by
the Lenders in investigating or preparing for, defending against, or providing
evidence, producing documents or taking any other action in respect of any
commenced or threatened litigation, administrative
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proceeding or investigation under any federal securities law, federal or state
environmental law, or any other statute of any jurisdiction, or any regulation,
or at common law or otherwise, which is alleged to arise out of or is based upon
any acts, practices or omissions or alleged acts, practices or omissions of the
Borrower or its agents or arises in connection with the duties, obligations or
performance of the Indemnified Parties in negotiating, preparing, executing,
accepting, keeping, completing, countersigning, issuing, selling, delivering,
releasing, assigning, handling, certifying, processing or receiving or taking
any other action with respect to the Loan Documents and all documents, items and
materials contemplated thereby even if any of the foregoing arises out of an
Indemnified Party's ordinary negligence. The indemnity set forth herein shall be
in addition to any other obligations or liabilities of the Borrower to the
Lenders hereunder or at common law or otherwise, and shall survive any
termination of this Third Amendment, the expiration of the Loan and the payment
of all indebtedness of the Borrower to the Lenders hereunder and under the
Notes, provided that the Borrower shall have no obligation under this section to
the Lenders with respect to any of the foregoing arising out of the gross
negligence or willful misconduct of the Lenders. If any Claim is asserted
against any Indemnified Party, the Indemnified Party shall endeavor to notify
the Borrower of such Claim (but failure to do so shall not affect the
indemnification herein made except to the extent of the actual harm caused by
such failure). The Indemnified Party shall have the right to employ, at the
Borrower's expense, counsel of the Indemnified Parties' choosing and to control
the defense of the Claim. The Borrower may at its own expense also participate
in the defense of any Claim. Each Indemnified Party may employ separate counsel
in connection with any Claim to the extent such Indemnified Party believes it
reasonably prudent to protect such Indemnified Party. THE PARTIES INTEND FOR THE
PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM
THE CONSEQUENCES OF STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ANY
INDEMNIFIED PARTY AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE,
WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF
ANY CLAIM.
12. This Third Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
13. WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THE
FIRST AMENDMENT, THE SECOND AMENDMENT, AND THIS THIRD AMENDMENT 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.
14. The Guarantors hereby consent to the execution of this Third
Amendment by the Borrower and reaffirms 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 Third 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 their respective Guaranties 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.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to
Credit Agreement to be duly executed as of the date first above written.
BORROWER:
RANGE RESOURCES CORPORATION
a Delaware corporation
By: /s/ EDDIE LEBLANC
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Eddie LeBlanc, Chief Financial Officer
GUARANTORS:
RANGE ENERGY I, INC.
a Delaware corporation
By: /s/ E.M. LEBLANC
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Name: E.M. LEBLANC
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Title: Senior Vice President and
Chief Financial Officer
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RANGE HOLDCO, INC.
a Delaware corporation
By: /s/ E.M. LEBLANC
--------------------------------------
Name: E.M. LEBLANC
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Title: Senior Vice President and
Chief Financial Officer
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RANGE PRODUCTION COMPANY
a Delaware corporation
By: /s/ E.M. LEBLANC
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Name: E.M. LEBLANC
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Title: Senior Vice President and
Chief Financial Officer
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RANGE ENERGY VENTURES
CORPORATION, a Delaware corporation
By: /s/ E.M. LEBLANC
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Name: E.M. LEBLANC
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Title: Senior Vice President and
Chief Financial Officer
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GULFSTAR ENERGY, INC.
a Delaware corporation
By: /s/ E.M. LEBLANC
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Name: E.M. LEBLANC
--------------------------------------
Title: Senior Vice President and
Chief Financial Officer
--------------------------------------
RANGE ENERGY FINANCE CORPORATION
a Delware corporation
By: /s/ E.M. LEBLANC
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Name: E.M. LEBLANC
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Title: Senior Vice President and
Chief Financial Officer
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LENDERS:
BANK ONE, N.A., a national
banking association (Main Office Chicago)
as a Lender and Administrative Agent
By: /s/ MARK CRANMER
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Wm. Mark Cranmer
Director, Capital Markets
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BANK OF SCOTLAND
By: /s/ ANNIE GLYNN
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Name: Annie Glynn
Title: Senior Vice President
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JPMORGAN CHASE BANK
By: /s/ ROBERT C. MERTENSOTTO
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Name: Robert C. Mertensotto
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Title: Managing Director
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COMPASS BANK
By: /s/ JOHN M. FALBO
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John M. Falbo, Senior Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ OLIVIER AUDEMARD
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Name: Olivier Audemard
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Title: Senior Vice President
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(Range doc #1256949)
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FLEET NATIONAL BANK
By: /s/ JEFFREY H. ROTHKEMP
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Name: Jeffrey H. Rothkemp
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Title: Vice President
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FORTIS CAPITAL CORP.
By: /s/ CHRISTOPHER S. PACKARA
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Name: Christopher S. Packara
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Title: Vice President
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By: /s/ DARRELL W. HOLLEY
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Name: Darrell W. Holley
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Title: Managing Director
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NATEXIS BANQUES POPULAIRES
By: /s/ RENAUD J. D'HERBES
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Name: Renaud J. d'Herbes
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Title: Senior Vice President
and Regional Manager
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By: /s/ DANIEL PAYER
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Name: Daniel Payer
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Title: Vice President
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COMERICA BANK-TEXAS
By: /s/ MICHELE L. JONES
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Name: Michele L. Jones
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Title: Vice President
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