exv10w1



 







Exhibit 10.1




EXECUTION VERSION




SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to
as the “Amendment”) executed as of the 10th day of May, 2006, by and among RANGE RESOURCES
CORPORATION, a Delaware corporation (“Company”), GREAT LAKES ENERGY PARTNERS, L.L.C., a
Delaware limited liability company (“GLEP”, and together with the Company and each of their
respective successors and permitted assigns, the “Borrowers” and each a
“Borrower”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Illinois)),
a national banking association (“JPMorgan Chase”), 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 to the Credit Agreement pursuant to the provisions of Section 29 thereof or any
successor or permitted assignee thereof (hereinafter collectively referred to as “Lenders”,
and individually, “Lender”), JPMorgan Chase, as Administrative Agent (in its capacity as
Administrative Agent and together with its successors in such capacity, “Agent”).
Capitalized terms used but not defined in this Amendment have the meanings assigned to such terms
in that certain Second Amended and Restated Credit Agreement dated as of June 23, 2004, by and
among Borrower, Agent and Lenders (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”).



WITNESSETH:




     WHEREAS, the Borrowers have requested that the Agent and the Lenders amend the Credit
Agreement to permit the Company to incur up to $250,000,000 in aggregate principal amount of
additional subordinated indebtedness; and Agent and the Lenders have agreed to do so on the terms
and conditions hereinafter set forth; and



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Borrowers, Agent and the Lenders, hereby agree as follows:


SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 2 hereof, and in reliance on the
representations, warranties, covenants and agreements contained in this Amendment, the Credit
Agreement shall be amended in the manner provided in this Section 1.




     1.1 Amended Definitions. The following definitions set forth in Section 1 of the Credit
Agreement shall be and they hereby are amended in their entirety to read as follows:




Senior Subordinated Notes means (i) the 7 3/8% Senior Subordinated Notes due 2013,
issued pursuant to the Indenture and (ii) the 6 3/8% Senior Subordinated Notes due 2015,
issued pursuant to the Indenture.



Sixth Amendment to Second Amended and Restated Credit Agreement — Page 1




 









 









Subordinated Debt means, collectively, (i) the Senior Subordinated Notes outstanding
as of the Sixth Amendment Effective Date and (ii) unsecured Debt incurred after the Sixth
Amendment Effective Date and prior to August 1, 2006, that has a scheduled maturity no
earlier than six months after the Maturity Date and no later than ten years after the date
such Debt is incurred and is otherwise incurred on substantially the same terms and
conditions, including the subordination terms, as the Senior Subordinated Notes.



     1.2 Additional Definitions. The following definitions shall be and they hereby are added in
appropriate alphabetical order to Section 1 of the Credit Agreement.




Sixth Amendment means that certain Sixth Amendment to Second Amended and Restated
Credit Agreement, dated May 10, 2006, by and among the Borrowers, Agent and the Lenders.




Sixth Amendment Effective Date means the date the Sixth Amendment becomes effective.



     1.3 Modification of Permitted Debt. Clause (vii) of Section 13(e) of the Credit Agreement
shall be and it hereby is amended in its entirety to read as follows:




     (vii) Subordinated Debt; provided, that the aggregate outstanding principal
amount of such Debt does not exceed $600,000,000 at any time.


SECTION 2. Conditions. The amendments to the Credit Agreement contained in Section 1 of
this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this
Section 2.




     2.1 Execution and Delivery. Each Borrower and each Guarantor shall have executed and
delivered this Amendment.



     2.2 Representations and Warranties. The representations and warranties of each Borrower 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).



     2.3 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.



     2.4 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 special
counsel may reasonably request, and all such documents shall be in form and substance satisfactory
to the Agent.



     2.5 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 the Borrowers.



Sixth Amendment to Second Amended and Restated Credit Agreement — Page 2




 









 







SECTION 3. Representations and Warranties of Borrowers. To induce the Lenders to enter
into this Amendment, the Borrowers hereby represent and warrant to the Lenders as follows:




     3.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect
to the amendments herein, each representation and warranty of any Borrower or any Guarantor
contained in the Credit Agreement or in any of the other Loan Documents is true and correct in all
material respects on the date hereof (except to the extent such representations and warranties
relate solely to an earlier date).



     3.2 Corporate Authority; No Conflicts. The execution, delivery and performance by each
Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all
documents, instruments and agreements contemplated herein are within each such Borrower’s or such
Guarantor’s corporate or other organizational powers, have been duly authorized by necessary
action, require no action by or in respect of, or filing with, any court or agency of government
and do not violate or constitute a default under any provision of any applicable law or other
agreements binding upon any Borrower or any Guarantor or result in the creation or imposition of
any Lien upon any of the assets of any Borrower or any Guarantor except for Permitted Liens and
otherwise as permitted in the Credit Agreement.



     3.3 Enforceability. This Amendment constitutes the valid and binding obligation of each
Borrower and each Guarantor enforceable in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by
equitable principles of general application.


SECTION 4. Miscellaneous.




     4.1 Reaffirmation of Loan Documents and Liens. 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 Borrower hereby agrees that the amendments and modifications herein
contained shall in no manner affect or impair the liabilities, duties and obligations of such
Borrower or any Guarantor under the Credit Agreement and the other Loan Documents or the Liens
securing the payment and performance thereof.



     4.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and
inure to the benefit of the parties hereto and their respective successors and assigns.



     4.3 Legal Expenses. The Borrowers hereby agree, jointly and severally, to pay all reasonable
fees and expenses of special counsel to the Agent incurred by the Agent in connection with the
preparation, negotiation and execution of this Amendment and all related documents.



     4.4 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



Sixth Amendment to Second Amended and Restated Credit Agreement — Page 3





 









 







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 Borrowers, the Lenders,
and the Agent have executed a counterpart. 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.




     4.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.



     4.6 Headings. The headings, captions and arrangements used in this Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the
terms of this Amendment, nor affect the meaning thereof.



[Signature Pages Follow]




Sixth Amendment to Second Amended and Restated Credit Agreement — Page 4





 









 








     IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to Amended and Restated
Credit Agreement to be duly executed as of the date first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE RESOURCES CORPORATION

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREAT LAKES ENERGY PARTNERS, L.L.C.

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Range Holdco, Inc.	 	 
	 

	 	 	 	Its member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Range Energy I, Inc.	 	 
	 

	 	 	 	Its member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

formerly known as JPMorgan Chase Bank and

(successor by merger to Bank One, N.A. (Illinois)),

as Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	Wm. Mark Cranmer	 	 
	 

	 	Title:
	 	Vice President	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 






	 	 	 	 	 	 	 
	 	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 







Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 






	 	 	 	 	 	 	 
	 	 	FLEET NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 














	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 










	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 







	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A. (f/k/a Hibernia National Bank)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page






 









 








	 	 	 	 	 	 	 
	 	 	AMEGY BANK N.A. (f/k/a Southwest Bank of Texas N.A.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 







	 	 	 	 	 	 	 
	 	 	HARRIS NESBITT FINANCING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 







	 	 	 	 	 	 	 
	 	 	KEY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page




 









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
ASSOCIATION
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 









	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 





Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	   
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	   
	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Signature Page






 









 








CONSENT AND REAFFIRMATION




     The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the
foregoing Sixth Amendment to Second Amended and Restated Credit Agreement (the “Sixth
Amendment”); (ii) consents to Borrower’s execution and delivery thereof; (iii) agrees to be
bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever
its guaranty of the obligations of the Borrower to Lenders pursuant to the terms of its Guaranty in
favor of Agent and the Lenders (the “Guaranty”) and (v) reaffirms that the Guaranty is and
shall continue to remain in full force and effect. Although Guarantor has been informed of the
matters set forth herein and has acknowledged and agreed to same, Guarantor understands that the
Lenders have no obligation to inform Guarantor of such matters in the future or to seek Guarantor’s
acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such
duty.



     IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of
the date of this Sixth Amendment.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE ENERGY I, INC.

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE HOLDCO, INC.

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE PRODUCTION COMPANY

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Consent and Reaffirmation





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	RANGE ENERGY VENTURES

CORPORATION, a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GULFSTAR ENERGY, INC.

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE ENERGY FINANCE CORPORATION

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Consent and Reaffirmation





 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	RANGE PRODUCTION I, L.P.

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RANGE PRODUCTION COMPANY	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE RESOURCES, L.L.C.

a Oklahoma limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RANGE PRODUCTION COMPANY	 	 
	 

	 	 	 	Its member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RANGE HOLDCO, INC.	 	 
	 

	 	 	 	Its member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
 


	 	 	 
	 

	 	Name:
	 	Roger S. Manny	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Sixth Amendment to Second Amended and Restated Credit Agreement — Consent and Reaffirmation