1
Exhibit 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
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This Third Amendment to Credit Agreement (this "AMENDMENT") is entered
into effective August 25, 1998, by and among RANGE RESOURCES CORPORATION
(formerly Lomak Petroleum, Inc.), a Delaware corporation ("BORROWER"), BANK ONE,
TEXAS, N.A., as Administrative Agent ("BANK ONE" or "ADMINISTRATIVE AGENT"),
CHASE BANK OF TEXAS, N.A., as Syndication Agent ("CHASE"), NATIONSBANK, N.A., as
Documentation Agent ("NATIONSBANK"), and Lenders (as defined in the Credit
Agreement).
RECITALS:
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A. Borrower and Lenders entered into a Credit Agreement dated February
14, 1997, as amended by a First Amendment dated September 30, 1997, and by a
Second Amendment dated May 1, 1998 (as amended, the "CREDIT AGREEMENT").
B. Borrower has entered into an Agreement and Plan of Merger dated May
12, 1998, with Domain Energy Corporation, providing for the merger of DEC
Acquisition, Inc., a wholly owned Subsidiary of Borrower, with and into Domain
Energy Corporation (the "MERGER"). The Merger will be voted upon by the
stockholders of Borrower at a meeting scheduled for August 25, 1998. At this
same meeting, the stockholders of Borrower will also vote on changing Borrower's
name from Lomak Petroleum, Inc. to Range Resources Corporation. If the name
change is approved, Borrower intends to cause the names of the majority of its
Subsidiaries to also be changed.
C. Pursuant to SECTION 4.03 of the Credit Agreement, Borrower has
requested, and Lenders have agreed to, contingent upon consummation of the
Merger, a Special Determination of and increase to the Borrowing Base effective
upon consummation of the Merger.
D. Effective August 17, 1998, The Chase Manhattan Bank, as a Lender and
as Syndication Agent, assigned its interest in the rights and obligations under
the Credit Agreement to Chase Bank of Texas, N.A. Also, NationsBank of Texas,
N.A. was merged into NationsBank, N.A., resulting in NationsBank, N.A. being a
Lender and Documentation Agent under the Credit Agreement. In addition, The
First National Bank of Chicago has elected not to continue as a Lender under the
Credit Agreement, and Bankers Trust Company and The Sanwa Bank, Limited have
agreed to become Lenders under the Credit Agreement. Bankers Trust Company also
will become Managing Agent under the Credit Agreement.
E. Borrower and Lenders desire to amend the Credit Agreement as
hereinafter set forth in order to, among other things, acknowledge the transfer
from The Xxxxx
0
Xxxxxxxxx Xxxx to Chase Bank of Texas, N.A., acknowledge the merger of
NationsBank of Texas, N.A., acknowledge the withdrawal of The First National
Bank of Chicago as a Lender, confirm the addition of each of Bankers Trust
Company and The Sanwa Bank, Limited as a Lender, confirm the revised Commitments
and Commitment Percentages resulting from these actions, and increase the
Borrowing Base.
AGREEMENT:
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In consideration of the premises, the representations, warranties,
covenants, and agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower and Lenders agree as follows, effective only upon satisfaction of each
condition precedent set forth in Section 4.1 below:
ARTICLE 1 - DEFINITIONS.
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1.1 CREDIT AGREEMENT DEFINITIONS. Capitalized terms used but not
defined in this Amendment have the meanings given such terms in the Credit
Agreement.
ARTICLE 2 - AMENDMENTS.
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2.1 CHASE TRANSFER. The Credit Agreement is hereby amended to delete
The Chase Manhattan Bank as a Lender and as Syndication Agent and to substitute
in its place Chase Bank of Texas, N.A. as a Lender and as Syndication Agent.
2.2 NATIONSBANK MERGER. The Credit Agreement is hereby amended to
change NationsBank of Texas, N.A. wherever it appears to NationsBank, N.A.
2.3 FIRST CHICAGO WITHDRAWAL. The Credit Agreement is hereby amended to
delete The First National Bank of Chicago as a Lender and to add Bankers Trust
Company and The Sanwa Bank, Limited as Lenders. The First National Bank of
Chicago has agreed to enter into an Assignment and Assumption Agreement in the
form of EXHIBIT A attached to this Amendment for the purpose of assigning its
undivided interest in the rights and obligations under the Credit Agreement to
Bankers Trust Company and The Sanwa Bank, Limited. Bank One, Chase, and
NationsBank will also join in the Assignment and Assumption Agreement to
evidence their assignment of a portion of their rights and obligations to those
parties. To the extent of each party's Commitment Percentage, Bankers Trust
Company and The Sanwa Bank, Limited each agree to assume the obligations of The
First National Bank of Chicago, Bank One, Chase, and NationsBank under the
Credit Agreement. Bankers Trust Company and The Sanwa Bank, Limited each ratify
the Credit Agreement and agree to be bound by its terms.
THIRD AMENDMENT - Page 2
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Borrower, Agents, and Lenders consent to the replacement of The First National
Bank of Chicago by Bankers Trust Company and The Sanwa Bank, Limited.
2.4 MANAGING AGENT. Bankers Trust Company is hereby designated as
Managing Agent for Lenders under the Credit Agreement.
2.5 COMMITMENTS AND NOTES. (a) As of the Effective Date (defined
below), Lenders agree that their Commitments and Commitment Percentages are as
shown on SCHEDULE 1 attached to this Amendment. The Addresses for Notices
attached as SCHEDULE 2 to the Credit Agreement is also replaced by SCHEDULE 2
attached to this Amendment, and the List of Subsidiaries attached as SCHEDULE 3
to the Credit Agreement is also replaced by SCHEDULE 3 attached to this
Amendment.
(b) Borrower shall sign and deliver to each respective Lender
a single promissory note in the form attached to this Amendment as EXHIBIT B.
Simultaneously with the execution of this Amendment, Administrative Agent shall
deliver to each Lender the Note payable to that Lender. The definitions of
"Note" and "Notes" in the Credit Agreement shall mean the notes executed in
connection with this Amendment, evidencing the Loans, payable by Borrower to
each respective Lender, and any renewals, extensions, and modifications of those
notes.
2.6 AMENDMENTS TO ARTICLE 1 - DEFINITIONS. (a) The definitions of
Permitted Investments and Restricted Payments appearing in SECTION 1.01 of the
Credit Agreement are hereby amended in their entirety to read as follows:
"PERMITTED INVESTMENTS" means with respect to Borrower and its
Subsidiaries: (a) Investments by Borrower in its Subsidiaries
(excluding DEFC) or by its Subsidiaries in other Subsidiaries
(excluding DEFC) or in Borrower; (b) Investments in (1) direct
obligations of the United States or any agency thereof with maturities
of one year or less from the date of acquisition; (2) commercial paper
of a domestic issuer rated at least "A-1" by Standard & Poor's
Corporation or "P-1" by Xxxxx'x Investor Service, Inc.; (3)
certificates of deposit with maturities of one year or less from the
date of acquisition issued by any commercial bank which is a member of
the Federal Reserve System and has combined capital and surplus and
undivided profits of not less than $1,000,000,000; (4) Capital Stock,
obligations, or securities received in settlement of debts (created in
the ordinary course of business) owing to Borrower or any Subsidiary;
and (5) Oil and Gas Hedge Transactions permitted by SECTION 7.03(i);
and (c) Investments in Capital Stock of publicly traded companies,
PROVIDED, THAT, the aggregate cost of all Investments which are
outstanding pursuant to this clause (c) at any time shall not exceed an
amount equal to 10% of the Borrowing Base in effect at such time.
THIRD AMENDMENT - Page 3
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"RESTRICTED PAYMENT" means (a) any Distribution by Borrower or
any Subsidiary of Borrower to any Person other than Borrower or another
wholly-owned Subsidiary of Borrower, (b) any Distribution by Borrower
or any subsidiary of Borrower to DEFC, (c) the issuance of a Guarantee
by Borrower or a Subsidiary of Borrower with respect to any Debt or
other obligation of Borrower or any Subsidiary (excluding (i) any
Guarantee by a Subsidiary with respect to any Debt or other obligation
of Borrower or any Subsidiary of Borrower incurred in connection with
Borrower's March 1997 issuance of senior subordinated notes, or any
renewal, amendment, refinancing, rearrangement, modification, or
restatement thereof on terms and conditions similar in all material
respects to the notes issued pursuant to such offering and (ii) the
DEFC Guarantee), and (d) the retirement, redemption, or prepayment
prior to the scheduled maturity by Borrower or any Subsidiary of
Borrower of its Subordinated Debt.
(b) SECTION 1.01 of the Credit Agreement is hereby amended to add the
following defined terms:
"DEFC" means Domain Energy Finance Corporation, a Delaware
corporation.
"DEFC GUARANTEE" means a Guarantee by Borrower of up to
$50,000,000 in the aggregate of DEFC's Debt or other obligations owed
to DEFC's lender effective only in the event of a failure of title to
an interest (i) acquired by DEFC from a third party to whom DEFC has
provided financing and (ii) considered by DEFC's lender for purposes of
determining DEFC's borrowing base.
"EFFECTIVE DATE" means the effective date of the Merger.
"MANAGING AGENT" means Bankers Trust Company, in its capacity
as Managing Agent for Lenders.
"MERGER" means the merger of DEC Acquisition, Inc., a wholly
owned Subsidiary of Borrower, with and into Domain Energy Corporation,
as contemplated by the Merger Agreement.
"MERGER AGREEMENT" means the Agreement and Plan of Merger
dated May 12, 1998, among Lomak Petroleum, Inc., DEC Acquisition, Inc.,
and Domain Energy Corporation, providing for the merger of DEC
Acquisition, Inc., a wholly owned Subsidiary of Borrower, with and into
Domain Energy Corporation.
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2.7 AMENDMENT TO ARTICLE 2 - AMOUNT AND TERMS OF COMMITMENTS. SECTION
2.06 of the Credit Agreement is hereby amended in its entirety to read:
"2.06. USE OF PROCEEDS. The proceeds of the Loans made on or
after the Effective Date shall be used (a) to refinance indebtedness
existing as of the Effective Date of Borrower or any Subsidiary of
Borrower excluding DEFC; (b) for payment of capital expenditures,
drilling costs, and other expenses incurred by Borrower and its
Subsidiaries excluding DEFC in the further development, exploration,
and production of Borrower's Oil and Gas Properties; (c) for Borrower
and its Subsidiaries excluding DEFC to purchase additional oil and gas
properties; (d) for working capital and general corporate purposes, but
only to the extent that the use of proceeds for these purposes would be
permitted under the terms of this Agreement; (e) to fund reimbursement
obligations with respect to Letters of Credit; (f) for Permitted
Investments, but excluding Capital Stock of publicly traded companies;
and (g) for Restricted Payments permitted under this Agreement."
2.8 AMENDMENT TO ARTICLE 5 - COLLATERAL. SECTION 5.02 of the Credit
Agreement is hereby amended in its entirety to read:
"5.02. GUARANTIES. Payment and performance of the Obligations
will be fully guaranteed by each of Borrower's Subsidiaries, excluding
DEFC, pursuant to a Guaranty Agreement executed by such Subsidiaries,
substantially in the form of attached EXHIBIT C."
2.9 AMENDMENTS TO ARTICLE 7 - REPRESENTATIONS, WARRANTIES AND
COVENANTS. (a) SECTION 7.01 of the Credit Agreement is hereby amended to add the
following warranty and representation:
"(v) YEAR 2000 PROBLEM." Borrower and its Subsidiaries have
reviewed the areas within their business and operations which could be
adversely affected by, and have developed or are developing a program
to address on a timely basis, the risk that certain computer
applications used by Borrower and its Subsidiaries may be unable to
recognize and perform properly date-sensitive functions involving dates
after December 31, 1999 (the "YEAR 2000 PROBLEM"). The Year 2000
Problem is not reasonably expected to result in a Material Adverse
Effect."
(b) SECTION 7.03(b) of the Credit Agreement is hereby amended
in its entirety to read:
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"(b) OTHER DEBT." Create, incur, assume or suffer to exist, or
permit any Subsidiary to create, incur, assume or suffer to exist, any
Debt except:
(1)(i) Debt under this Agreement; (ii) Subordinated
Debt incurred by Borrower as a result of the exchange of
preferred stock issued in Borrower's November 1995 preferred
stock offering; (iii) Subordinated Debt in existence on the
Effective Date and Subordinated Debt subsequently incurred by
Borrower, the terms and amount of which are acceptable to
Required Lenders; (iv) Debt under any Oil and Gas Hedge
Transaction permitted by SECTION 7.03(j) below; (v) Debt
incurred in accordance with the Borrower's March 1997 issuance
of senior subordinated notes; (vi) Debt under Capital Leases
not to exceed $10,000,000; (vii) Debt associated with bonds or
surety obligations required in the ordinary course of business
by any Governmental Authority in connection with the operation
of Borrower's Oil and Gas Properties; (viii) Debt of Borrower
and its Subsidiaries existing on the Effective Date which is
reflected in the financial statements described in SECTION
7.01(a) or otherwise disclosed to Administrative Agent in
writing, and any renewals or extensions (but not increases)
thereof; (ix) accounts payable (for the deferred purchase
price of property or services) from time to time incurred in
the ordinary course of business which, if greater than 90 days
past the invoice or billing date, are being contested in good
faith by appropriate proceedings if reserves adequate under
GAAP shall have been established therefor; (x) Debt of
Borrower arising under any Guarantee by Borrower of a
Subsidiary's obligations with respect to gas purchase
agreements or other contracts for the purchase of crude oil or
natural gas excluding such obligations of DEFC; and (xi) Debt
of DEFC with respect to which there is no recourse for
repayment to Borrower or any other Subsidiary of Borrower; and
(2) Debt in addition to that permitted in SECTION
7.03(b)(1) not to exceed $20,000,000 in the aggregate."
(c) SECTION 7.03(f) of the Credit Agreement is hereby amended in its
entirety to read:
"(f) ADVANCES AND INVESTMENTS. Make or permit any Subsidiary
to make Advances to any Person or Investments in any Person; PROVIDED,
THAT, Borrower and its Subsidiaries may (i) make Advances to or
Investments in any wholly owned
THIRD AMENDMENT - Page 6
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Subsidiary of Borrower excluding DEFC, (ii) make Advances in addition
to those described in clause (i) preceding which do not exceed
$5,000,000 in the aggregate in any calendar year and $15,000,000 in the
aggregate during the Commitment Period, and (iii) make Permitted
Investments."
(d) SECTION 7.03(g) of the Credit Agreement is hereby amended in its
entirety to read:
"(g) RESTRICTED PAYMENTS. Make any Restricted Payment;
provided, that, so long as no Default or Event of Default exists and no
Default or Event of Default will result from the Restricted Payment,
Restricted Payments may be made in an aggregate amount (measured
cumulatively from June 30, 1998) not to exceed the sum of (i)
$25,000,000, plus (ii) 50% of the Net Cash Proceeds to Borrower from
all common equity offerings completed by Borrower after the Effective
Date, plus (ii) 50% of Borrower's Consolidated Net Income earned after
June 30, 1998 (for purposes of this SECTION 7.03(g) only, Consolidated
Net Income shall exclude non-cash impairments of long-lived assets as
prescribed under Financial Accounting Standards Board Statement No.
121)."
(e) SECTION 7.03 of the Credit Agreement is hereby amended to add
Section 7.03(p) which reads:
"(p) RESTRICTIONS WITH RESPECT TO OBLIGATIONS OF DEFC. Issue a
Guarantee with respect to any Debt or other obligation of DEFC or
otherwise become liable, directly or indirectly, for any such Debt or
other obligation, with the exception that Borrower may issue the DEFC
Guarantee; or make any Advance to, Investment in, or Distribution to
DEFC other than as may be permitted under SECTION 7.03(f) and SECTION
7.03(g) above."
(f) SECTION 7.04(a) of the Credit Agreement is hereby amended in its
entirety to read:
"(a) CONSOLIDATED TANGIBLE NET WORTH. A minimum Consolidated
Tangible Net Worth as of any date which is not less than the sum of (i)
$175,000,000, plus (ii) 50% of the net proceeds to Borrower from the
issuance of equity securities on or after the Effective Date."
2.10 AMENDMENTS TO ARTICLE 8 - DEFAULT. (a) SECTION 8.01(g) of the
Credit Agreement is hereby amended in its entirety to read:
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"(g) Borrower's or any Subsidiary's (excluding DEFC) voluntary
bankruptcy filing, its liquidation or termination of existence, its
merger or consolidation with another where Borrower is not the
surviving entity, its insolvency, its forfeiture of right to do
business, its appointment of a custodian, trustee, or receiver for any
part of its property, or its assignment for the benefit of creditors."
(b) SECTION 8.01(h) of the Credit Agreement is hereby amended in its
entirety to read:
"(h) The commencement by a third party of any proceeding under
any bankruptcy or insolvency law against Borrower or any Subsidiary
(excluding DEFC) if the proceeding has not been dismissed within 60
days after its commencement."
2.11 AMENDMENTS TO SCHEDULES AND EXHIBITS. The Credit Agreement is
hereby amended to replace the following Schedules and Exhibits to the Credit
Agreement with the corresponding Schedules and Exhibits attached to this
Amendment:
Schedule 1 - Commitments
Schedule 2 - Addresses for Notices
Schedule 3 - List of Subsidiaries
Exhibit A - Assignment and Assumption Agreement
Exhibit B - Note
Exhibit C - Guaranty Agreement
2.12 NAME CHANGES. Lenders acknowledge that Borrower has changed its
name from Lomak Petroleum, Inc. to Range Resources Corporation and that Borrower
will cause substantially all of its Subsidiaries to change their names. Borrower
agrees that it will, and will cause all its Subsidiaries to, execute all
amendments to the Loan Documents reasonably requested by Administrative Agent to
evidence the name changes.
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ARTICLE 3 - BORROWING BASE DETERMINATION.
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3.1 PERIODIC DETERMINATION OF BORROWING BASE. Pursuant to SECTIONS 4.01
and 4.02 of the Credit Agreement and effective only upon satisfaction of the
conditions precedent set out in ARTICLE 4 below, the Borrowing Base will
increase to and remain at $385,000,000 until the next Periodic Determination or
Special Determination. In consideration for the increase in the Borrowing Base
from $325,000,000 to $385,000,000, Borrower agrees to pay to Administrative
Agent, for the ratable benefit of the Lenders (excluding The First National Bank
of Chicago) and allocated in accordance with the Commitment Percentages shown on
attached SCHEDULE 1, a fee equal to 1/8 of 1.0% of $60,000,000, or $75,000.
ARTICLE 4 - CONDITIONS PRECEDENT.
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4.1 CONDITIONS PRECEDENT. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by Administrative Agent:
(a) CLOSING DELIVERIES. Administrative Agent shall have
received the following documents, instruments, agreements, and other
information, each of which shall be in form and substance and executed in such
counterparts as shall be acceptable to Administrative Agent and Required Lenders
and each of which shall, unless otherwise indicated, be dated the Effective
Date:
(i) this Amendment;
(ii) a Note payable to the order of each Lender in
the amount of such Lender's Commitment, duly executed by Borrower;
(iii) a Guaranty Agreement duly executed by each of
Borrower's Subsidiaries who have not previously executed a guaranty of the
Obligations, excluding DEFC;
(iv) a certificate executed by an Authorized Officer
of Borrower stating that (A) the representations and warranties of Borrower
contained in this Agreement and the other Loan Documents are true and correct in
all respects, (B) no Default or Event of Default has occurred which is
continuing, and (C) all conditions set forth in this SECTION 4.1(a) and in
SECTION 6.02 of the Credit Agreement have been satisfied;
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(v) such resolutions, certificates and other
documents relating to the existence of the Loan Parties, the corporate,
partnership, or limited liability company authority for the execution, delivery
and performance of this Agreement, the Notes, the other Loan Documents, and
certain other matters relevant hereto, in form and substance satisfactory to
Administrative Agent, which resolutions, certificates and documents include
resolutions of the directors of each Loan Party authorizing the execution,
delivery, and performance of the Loan Documents and certificates of incumbency
for each Loan Party;
(vi) all documents required by Administrative Agent
to evidence that the Merger has occurred on or before August 25, 1998;
(vii) satisfactory evidence of the consummation of
the Merger and a certificate from an Authorized Officer certifying that the
Merger has been consummated; and
(viii) copies of all financial statements, reports,
notices, and proxy statements sent by Borrower to its shareholders and all
information filed with the Securities and Exchange Commission with respect to
the Merger.
(b) NO MATERIAL ADVERSE EFFECT. No event or condition shall
have occurred which is reasonably expected to have a Material Adverse Effect.
(c) NO LEGAL PROHIBITION. The transactions contemplated by
this Amendment and the Merger Agreement shall be permitted by applicable law and
regulation and shall not subject Agents, any Lender, Borrower, or any Subsidiary
to any material adverse change in their assets, liabilities, financial
condition, or prospects.
(d) NO LITIGATION. No litigation, arbitration, or similar
proceeding shall be pending or threatened against Borrower or any Subsidiary
which calls into question the validity or enforceability of the Credit Agreement
(as amended hereby), the other Loan Documents, or the Merger Agreement.
(e) NO DEFAULT. No Default or Event of Default shall have
occurred and be continuing.
(f) OTHER MATTERS. All matters related to this Amendment, the
other Loan Documents, Borrower, its Subsidiaries, and the Merger shall be
acceptable to Administrative Agent and each Lender in their discretion, and
Borrower shall have delivered to Administrative Agent and each Lender such
evidence as they shall request
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to substantiate any matters related to the Credit Agreement (as amended hereby),
the other Loan Documents, Borrower, its Subsidiaries, and the Merger as
Administrative Agent or any Lender shall request.
(g) CLOSING FEES. Borrower shall have paid to Agents and
Lenders the fee described in SECTION 4.1 above.
ARTICLE 5 - RATIFICATIONS, REPRESENTATIONS, AND COVENANTS.
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5.1 RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower and Lenders agree that the
Credit Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding, and enforceable in accordance with their respective
terms.
5.2 REPRESENTATIONS AND COVENANTS. Borrower hereby represents and
warrants to Lenders that (a) the execution, delivery, and performance of this
Amendment and any and all other Loan Documents executed or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Articles of Incorporation or
Bylaws of Borrower; (b) the representations and warranties contained in the
Credit Agreement, as amended hereby, and any other Loan Documents are true and
correct on and as of the date hereof, as though made on and as of such date; (c)
no Default or Event of Default under the Credit Agreement, as amended hereby,
has occurred and is continuing; and (d) Borrower is in full compliance with all
covenants and agreements contained in the Credit Agreement and the other Loan
Documents, as amended hereby.
ARTICLE 6 - MISCELLANEOUS PROVISIONS.
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6.1 NO WAIVER. Except as specifically provided in this Amendment,
nothing contained in this Amendment shall be construed as a waiver by Lenders of
any covenant or provision of the Credit Agreement, the other Loan Documents,
this Amendment, or of any other contract or instrument between Borrower and
Lenders, and the failure of Lenders at any time or times hereafter to require
strict performance by Borrower of any provision thereof shall not waive, affect,
or diminish any right of Lenders to thereafter demand strict compliance
therewith. Lenders hereby reserve all rights granted under the
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Credit Agreement, the other Loan Documents, this Amendment, and any other
contract or instrument between Borrower and Lenders.
6.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in the Credit Agreement or any other Loan Documents, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agents or any Lender shall affect the
representations and warranties or the right of Agents or any Lender to rely upon
them.
6.3 REFERENCE TO CREDIT AGREEMENT. Each of the Credit Agreement and the
other Loan Documents, and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby
amended so that any reference in the Credit Agreement and such other Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
6.4 EXPENSES OF AGENT. As provided in the Credit Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by
Administrative Agent in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the costs and fees of Administrative Agent's
legal counsel, and all reasonable costs and expenses incurred by Lenders in
connection with the enforcements or preservation of any rights under the Credit
Agreement, as amended hereby, or any other Loan Documents, including, without
limitation, the reasonable costs and fees of Administrative Agent's legal
counsel.
6.5 SEVERABILITY. Any provisions of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
6.6 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of Lenders and Borrower and their respective successors and
assigns, except that Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lenders.
6.7 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
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6.8 EFFECT OF WAIVER. No consent or waiver, express or implied, by
Administrative Agent or any Lender to or for any breach of or deviation from any
covenant or condition by Borrower shall be deemed a consent to or waiver of any
other breach of the same or any other covenant, condition, or duty.
6.9 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.10 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL HAVE APPLICATION.
6.11 FINAL AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE, OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY BORROWER AND LENDERS.
BORROWER:
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RANGE RESOURCES CORPORATION
By:________________________________
Xxxxxx X. Xxxxxx,
Senior Vice President -
Finance and Administration
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AGENTS:
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BANK ONE, TEXAS, N.A.,
as Administrative Agent and a Lender
By:________________________________
Xxxx Xxxxxx, Senior Vice President
CHASE BANK OF TEXAS, N.A.,
as Syndication Agent and a Lender
By:________________________________
Xxx X. Xxxxxxxxx,
Vice President
NATIONSBANK, N.A.,
as Documentation Agent and a Lender
By:______________________________
J. Xxxxx Xxxxxx, Vice President
BANKERS TRUST COMPANY
By:______________________________
Name:____________________________
Title:___________________________
OTHER LENDERS:
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PNC BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:____________________________
Title:_____________________________
BANKBOSTON, N.A.
By:______________________________
Name:____________________________
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Title:_____________________________
CIBC INC.
By:______________________________
Name:____________________________
Title:_____________________________
XXXXX FARGO BANK (TEXAS), N.A.
By:______________________________
Xxxxxxx X. Xxxxxxx, Vice President
CREDIT LYONNAIS
By:______________________________
Name:____________________________
Title:_____________________________
ABN AMRO BANK N.V.
By: ABN AMRO North America, Inc.
By: _________________________
Name:_______________________
Title:________________________
By: _________________________
Name:_______________________
Title:________________________
BANK OF SCOTLAND
By:______________________________
Name:____________________________
Title:_____________________________
THIRD AMENDMENT - Page 15
16
THE SANWA BANK, LIMITED
By:______________________________
Name:____________________________
Title:_____________________________
SCHEDULES AND EXHIBITS
Schedule 1 - Commitments
Schedule 2 - Addresses for Notices
Schedule 3 - List of Subsidiaries
Exhibit A - Assignment and Assumption Agreement
Exhibit B - Note
Exhibit C - Guaranty Agreement
THIRD AMENDMENT - Page 16
17
SCHEDULE 1
----------
COMMITMENTS
---------------------------------- ------------------- -------------------
COMMITMENT
LENDER COMMITMENT PERCENTAGE
---------------------------------- ------------------- -------------------
Bank One, Texas, N.A. $45,000,000 11.25%
---------------------------------- ------------------- -------------------
NationsBank, N.A. $45,000,000 11.25%
---------------------------------- ------------------- -------------------
Chase Bank of Texas, N.A. $45,000,000 11.25%
---------------------------------- ------------------- -------------------
Bankers Trust Company $37,000,000 9.25%
---------------------------------- ------------------- -------------------
PNC Bank, National Association $35,000,000 8.75%
---------------------------------- ------------------- -------------------
BankBoston, N.A. $35,000,000 8.75%
---------------------------------- ------------------- -------------------
CIBC Inc. $35,000,000 8.75%
---------------------------------- ------------------- -------------------
Xxxxx Fargo Bank (Texas), N.A. $35,000,000 8.75%
---------------------------------- ------------------- -------------------
Credit Lyonnais $35,000,000 8.75%
---------------------------------- ------------------- -------------------
ABN AMRO Bank N.V. $20,000,000 5.00%
---------------------------------- ------------------- -------------------
Bank of Scotland $18,000,000 4.50%
---------------------------------- ------------------- -------------------
The Sanwa Bank, Limited $15,000,000 3.75%
---------------------------------- ------------------- -------------------
Total Commitment $400,000,000 100.00%
---------------------------------- ------------------- -------------------
