THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.4
EXECUTION VERSION
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is entered into as of October 22, 2007, 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, 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 (a) to permit the Borrower to incur additional unsecured subordinated Indebtedness in the
aggregate amount of $250,000,000 on terms and conditions substantially similar to the Senior
Subordinated Notes outstanding on the date hereof, (b) to increase the Maximum Facility Amount to
$1,500,000,000, (c) to extend the Maturity Date until October 25, 2012, and (d) 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 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:
“Maturity Date” means October 25, 2012.
“Maximum Facility Amount” means $1,500,000,000.
“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, and (iv)
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additional senior unsecured subordinated notes issued after the
Second Amendment Effective Date and prior to May 1, 2008 that have a
scheduled maturity no earlier than six months after the Maturity Date
and are on substantially the same terms and conditions, including the
subordination terms, as the Indenture.
2.3 Financial Statements; Other Information. Section 6.01(e) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:
(e) together with the Reserve Reports required under clause (d)
above, a report, in reasonable detail, setting forth the Swap
Agreements then in effect, the notional volumes of and prices for, on
a monthly basis and in the aggregate, the Crude Oil and Natural Gas
for each such Swap Agreement and the term of each such Swap
Agreement;
2.4 Indebtedness Under the Senior Subordinated Notes. Section 7.01(h) of the
Credit Agreement shall be and it hereby is amended to read in its entirety as follows:
(h) Indebtedness under the Senior Subordinated Notes in an
aggregate principal amount not exceeding $1,100,000,000 at any time
outstanding and extensions, renewals, replacements and refinancing of
any such Indebtedness that does not exceed the maximum principal
amount permitted under this clause (h) as of the date of such
extension, renewal, replacement or refinancing; provided that any
documentation which replaces the Senior Subordinated Notes and
pursuant to which the Senior Subordinated Notes are refinanced does
not contain, either initially or by amendment or other modification,
any material terms, conditions, covenants or defaults other than
those which then exist in the Indenture and the Senior Subordinated
Notes or which could be included in the Indenture or the Senior
Subordinated Notes by an amendment or other modification that would
not be prohibited by the terms of this Agreement; and
3. Redetermined Borrowing Base. This Amendment shall constitute a notice of the
redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement and
Administrative Agent hereby notifies Borrower that, as of the Third Amendment Effective Date, the
redetermined Borrowing Base is $1,500,000,000 until the next redetermination of the Borrowing Base
pursuant to Article III 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 and the Lenders.
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5. Third Amendment Effective Date. This Amendment shall be effective upon the
satisfaction of the conditions precedent set forth in Section 6 hereof (the “Third Amendment
Effective Date”).
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 and each Guarantor shall have executed
and delivered this Amendment to Administrative Agent;
(b) Payment of Fee. Borrower shall have paid to Administrative Agent, for the
ratable benefit of the Lenders, a fully earned and nonrefundable fee in an amount equal to
0.05% of the Aggregate Commitment.
(c) 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);
(d) No Default. No Default shall have occurred and be continuing;
(e) 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.
8. 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.
However, this Amendment shall bind no party until the Borrower, the Lenders, and the Administrative
Agent have executed a counterpart. Delivery of photocopies of
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the signature pages to this Amendment by facsimile or electronic mail shall be effective as
delivery of manually executed counterparts of this Amendment.
9. 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.
10. 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 |
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By: | /s/ XXXXX X. XXXXX | |||
Xxxxx X. Manny, Senior Vice President | ||||
GUARANTORS: RANGE ENERGY I, INC. RANGE HOLDCO, INC. RANGE PRODUCTION COMPANY RANGE ENERGY VENTURES CORPORATION GULFSTAR ENERGY, INC. RANGE ENERGY FINANCE CORPORATION PMOG HOLDINGS, INC. PINE MOUNTAIN ACQUISITION, INC. PINE MOUNTAIN OIL AND GAS, INC. RANGE OPERATING NEW MEXICO, INC. RANGE OPERATING TEXAS, LLC XXXXXX ENERGY GP, LLC XXXXXX ENERGY MANAGEMENT GP, LLC |
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By: | /s/ XXXXX X. XXXXX | |||
Xxxxx X. Manny, Senior Vice President of all of | ||||
the foregoing Credit Parties |
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GREAT LAKES ENERGY PARTNERS, L.L.C |
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By: | RANGE HOLDCO, INC., Its member RANGE ENERGY I, INC., Its member |
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By: | /s/ XXXXX X. XXXXX | |||
Xxxxx X. Manny, Senior Vice President of each of the foregoing members | ||||
RANGE PRODUCTION I, L.P., |
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By: | RANGE PRODUCTION COMPANY, Its general partner | |||
By: | /s/ XXXXX X. XXXXX | |||
Xxxxx X. Manny, Senior Vice President | ||||
RANGE RESOURCES, L.L.C. |
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By: | RANGE PRODUCTION COMPANY, Its member RANGE HOLDCO, INC., Its member |
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By: | /s/ XXXXX X. XXXXX | |||
Xxxxx X. Manny, Senior Vice President of each of the foregoing members | ||||
XXXXXX ENERGY LP, LLC, |
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By: | Range Operating, Texas, LLC, Its Member | |||
By: | /s/ XXXXX X. MANNY | |||
Xxxxx X. Xxxxx, Senior Vice President | ||||
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XXXXXX ENERGY, LTD., |
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By: | Xxxxxx Energy Management GP, LLC, Its general partner | |||
By: | /s/ XXXXX X. MANNY | |||
Xxxxx X. Xxxxx, Senior Vice President | ||||
XXXXXX OIL PROPERTIES, L.P., |
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By: | Xxxxxx Energy GP, LLC, Its general partner | |||
By: | /s/ XXXXX X. MANNY | |||
Xxxxx X. Xxxxx, Senior Vice President | ||||
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RANGE TEXAS PRODUCTION, L.L.C. |
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By: | Range Energy I, Inc., Its Member | |||
By: | /s/ XXXXX X. MANNY | |||
Xxxxx X. Xxxxx, Senior Vice President | ||||
REVC HOLDCO, LLC Range Resources Corporation, Its member |
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By: | /s/ XXXXX X. MANNY | |||
Xxxxx X. Xxxxx, Senior 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/ WM. XXXX XXXXXXX | |||
Wm. Xxxx Xxxxxxx, Senior Vice President | ||||
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BANK OF SCOTLAND, as a Lender |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | ||||
Title: | Vice President |
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CALYON NEW YORK BRANCH, as a Syndicated Agent and a
Lender |
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By: | /s/ Xxx Xxxxxxxx | |||
Name: | ||||
Title: Manging Director | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | ||||
Title: | Vice President |
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COMPASS BANK, as a Lender |
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By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
Name: | ||||
Title: | Vice President |
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BANK OF AMERICA, N.A., as a Documentation Agent and a
Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | ||||
Title: | Managing Director |
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FORTIS CAPITAL CORP., as a Documentation Agent and a
Lender |
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By: | /s/ Xxxxxxx Xxxxx | |||
Name: | ||||
Title: | Director | |||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | ||||
Title: | Managing Director |
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NATIXIS (formerly Natexis Banques Populaires), as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | ||||
Title: | Managing Director | |||
By: | /s/ Xxxxx X. Xxxxxxx, III | |||
Name: | ||||
Title: | Managing Director | |||
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COMERICA BANK, as a Lender |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | ||||
Title: | Vice President | |||
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CAPITAL ONE, N.A. (f/k/a Hibernia National Bank), as a
Lender |
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By: | /s/ Xxxx X. Xxxxxx Xx. | |||
Name: | ||||
Title: | Vice President | |||
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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. Xxxxx Xxxxxxx | |||
Name: | ||||
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 |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | ||||
Title: | Director | |||
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KEY BANK, as a Lender |
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By: | /s/ Xxxxxxxx X. Xxxx | |||
Name: | ||||
Title: | Executive Vice President | |||
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WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | ||||
Title: Director | ||||
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UNION BANK OF CALIFORNIA, N.A., as a Lender |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | ||||
Title: Assistant Vice President | ||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | ||||
Title: Investment Banking Officer | ||||
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THE BANK OF NOVA SCOTIA, as a Lender |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | ||||
Title: | Director | |||
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THE FROST NATIONAL BANK, as a Lender |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | ||||
Title: | Senior Vice President | |||
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CITIBANK, N.A., as a Lender |
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By: | /s/ Xxxxx X. Xxxx | |||
Name: | Xxxxx X. Xxxx | |||
Title: | Attorney-in-Fact | |||
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CREDIT SUISSE, Cayman Islands Branch, as a Lender |
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By: | /s/ Xxxxxxx Xxxxx | |||
Name: | ||||
Title: | Vice President | |||
By: | /s/ Xxxxxxxxxx Xxxxx | |||
Name: | ||||
Title: | Associate | |||
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SUNTRUST BANK, as a Lender |
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By: | /s/ Xxxx Xxxxx | |||
Name: | ||||
Title: | Vice President | |||
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SOCIÉTÉ GÉNÉRALE, as a Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
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U.S. BANK NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | ||||
Title: | Vice President | |||
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | ||||
Title: | Vice President | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | ||||
Title: | Vice President | |||
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