rrc-ex101_1113.htm



 

Exhibit 10.1

 

Execution Version

 

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED

CREDIT AGREEMENT

THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 17, 2016, is by and among RANGE RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).  Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain Fifth Amended and Restated Credit Agreement, dated as of October 16, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as provided herein, and the Administrative Agent and the Required Lenders have agreed to do so on and subject to the terms and conditions hereinafter set forth.

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 Borrower, the Administrative Agent and the Required 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 3 of this Amendment, 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.

1.1Additional Definitions.  Section 1.1 of the Credit Agreement shall be and it hereby is amended by adding the following definitions thereto in alphabetical order:

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Range Resources - Second Amendment



 

“EEA Financial Institution” shall mean (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Second Amendment Effective Date” shall mean March 17, 2016.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2Change of Control.  The definition of “Change of Control” in Section 1.1 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

“Change of Control” shall mean and be deemed to have occurred if:

(a)any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person, entity or “group” and their respective Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of voting power of the outstanding Voting Stock of the Borrower having more than 40% of the ordinary voting power for the election of directors of the Borrower; or

(b)occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the Borrower by persons who were not (1) directors of the Borrower on the Second Amendment Effective Date, (2) nominated or appointed by the Board of Directors of the Borrower or (3) 

 


			
	
Range Resources - Second Amendment
	
 
	
 

	
 
	
Page 2
	
 




 



 

approved by the Board of Directors of the Borrower as director candidates prior to their election; or 

(c)the occurrence of any “Change of Control,” “Change in Control” or substantially similar definition under and as defined in the Indenture.

1.3Lender Default.  Clause (v) of the definition of “Lender Default” in Section 1.1 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

(v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event or a Bail-In Action.

1.4EEA Financial Institutions.  The following shall be and it hereby is added immediately following Section 8.22 of the Credit Agreement as the new Section 8.23:

8.23EEA Financial Institutions.  No Credit Party is an EEA Financial Institution.

1.5Acknowledgement and Consent to Bail-In.  The following shall be and it hereby is added immediately following Section 13.26 of the Credit Agreement as the new Section 13.27:

13.27Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any 

 


			
	
Range Resources - Second Amendment
	
 
	
 

	
 
	
Page 3
	
 




 



 

rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

SECTION 2.Redetermined Borrowing Base.  This Amendment shall constitute notice of a Scheduled Redetermination of the Borrowing Base pursuant to Section 2.14 of the Credit Agreement, and the Administrative Agent, the Required Lenders and the Borrower hereby acknowledge that effective as of the date hereof, the Borrowing Base shall be reaffirmed at $3,000,000,000 and such redetermined Borrowing Base shall remain in effect until the earlier of (a) the next redetermination of the Borrowing Base pursuant to Section 2.14 of the Credit Agreement or (b) the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.  The Borrower and the Required Lenders agree that the redetermination of the Borrowing Base provided for in this Section 2 shall be the redetermination of the Borrowing Base scheduled to occur on May 1, 2016 and shall not be construed or deemed to be an Interim Redetermination for purposes of Section 2.14 of the Credit Agreement.

SECTION 3.Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment and the reaffirmation of the Borrowing Base contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 3. 

3.1Execution and Delivery.  The Borrower, the Required Lenders, and the Administrative Agent shall have executed and delivered this Amendment and each other required document, all in form and substance satisfactory to the Administrative Agent.

3.2No Default.  No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.

3.3Other Documents.  The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

SECTION 4.Representations and Warranties of the Borrower.  To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:

4.1Reaffirmation of Representations and Warranties/Further Assurances.  After giving effect to the amendments contained herein, each representation and warranty of the Borrower contained in the Credit Agreement and in each of the other Credit 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, in which case they shall be true and correct as of such earlier date).

 


			
	
Range Resources - Second Amendment
	
 
	
 

	
 
	
Page 4
	
 




 



 

4.2Corporate Power and Authority; Enforceability.  The Borrower has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment.  The Borrower has duly executed and delivered this Amendment and this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general principles of equity (whether considered in a proceeding in equity or law). 

4.3No Violation.  None of the execution, delivery or performance by the Borrower of this Amendment or the compliance with the terms and provisions thereof will (a) contravene any material applicable provision of any material Requirement of Law, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower (other than Liens created under the Credit Documents) pursuant to the terms of any Contractual Requirement except to the extent such breach, default or Lien would not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Borrower.

4.4No Default.  As of the date of this Amendment, both before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 5.Miscellaneous.

5.1Reaffirmation of Credit Documents and Liens.  Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by the Borrower.  The Borrower hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of the Borrower under the Credit Agreement and the other Credit Documents or the Liens securing the payment and performance thereof.

5.2Parties 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.

5.3Counterparts.  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 an executed counterpart to this Amendment by facsimile or other electronic means shall be effective as delivery of manually executed counterparts of this Amendment.

 


			
	
Range Resources - Second Amendment
	
 
	
 

	
 
	
Page 5
	
 




 



 

5.4Legal Expenses.  The Borrower hereby agrees to pay all reasonable fees and expenses of 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. 

5.5Complete Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT 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 AMONG THE PARTIES.

5.6Headings.  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.

5.7Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

5.8Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

5.9Reference to and Effect on the Credit Documents.

(a)This Amendment shall be deemed to constitute a Credit Document for all purposes and in all respects.  Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Credit Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment.  

(b)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

[Remainder of Page Intentionally Blank.  Signature Pages Follow.]

 

 


			
	
Range Resources - Second Amendment
	
 
	
 

	
 
	
Page 6
	
 




 



 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written. 

 


		
	
RANGE RESOURCES CORPORATION,
as the Borrower

	
 

	
By:
	
/s/ MARK S. SCUCCHI

	
 
	
Name:  Mark Scucchi

	
 
	
Title:  Vice President - Finance




 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender 

	
 

	
By:
	
/s/:  DAVID MORRIS

	
 
	
Name:  David Morris

	
 
	
Title:  Authorized Officer




 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
BANK OF AMERICA, N.A.,
as a Lender

	
 

	
By:
	
/s/:  RONALD E. MCKAIG

	
 
	
Name:  Ronald E. McKaig

	
 
	
Title:  Managing Director




 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
ROYAL BANK OF CANADA,
as a Lender

	
 

	
By:
	
/s/:  KRISTAN SPIVEY

	
 
	
Name:  Kristan Spivey

	
 
	
Title:  Authorized Signatory




 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Bank of Montreal,
as a Lender

	
 

	
By:
	
/s/:  JAMES V. DUCOTE

	
 
	
Name:  James V. Ducote

	
 
	
Title:  Managing Director




 

 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Capital One, N.A.,
as a Lender

	
 

	
By:
	
/s/:  NANCY MAK

	
 
	
Name:  Nancy Mak

	
 
	
Title:  Senior Vice-President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Canadian Imperial Bank of Commerce, New York BRANCH,
as a Lender

	
 

	
By:
	
/s/:  WILLIAM M. REID

	
 
	
Name:  William M. Reid

	
 
	
Title:  Authorized Signatory

	
 
	
 

	
By:
	
/s/:  TRUDY NELSON

	
 
	
Name:  Trudy Nelson

	
 
	
Title:  Authorized Signatory











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Citibank, N.A.,
as a Lender

	
 

	
By: 
	
/s/:  PHIL BALLARD

	
 
	
Name:  Phil Ballard

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Credit Agricole Corporate and Investment Bank,
as a Lender

	
 

	
By:
	
/s/:  MICHAEL WILLIS

	
 
	
Name:  Michael Willis

	
 
	
Title:  Managing Director

	
 
	
 

	
By:
	
/s/:  SHARADA MANNE

	
 
	
Name:  Sharada Manne

	
 
	
Title:  Managing Director











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
MUFG Union Bank, N.A.,
as a Lender

	
 

	
By: 
	
/s/:  MICHAEL DOMBROSKI

	
 
	
Name:  Michael Dombroski

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
U.S. Bank National Association,
as a Lender

	
 

	
By:
	
/s/:  BRAD JOHANN

	
 
	
Name:  Brad Johann

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Wells Fargo Bank, National Association,
as a Lender

	
 

	
By: 
	
/s/:  BRANDON KAST

	
 
	
Name:  Brandon Kast

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Barclays Bank PLC,
as a Lender

	
 

	
By: 
	
/s/:  VANESSA KURBATSKIY

	
 
	
Name:  Vanessa Kurbatskiy

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Compass Bank,
as a Lender

	
 

	
By:
	
/s/:  BLAKE KIRSHMAN

	
 
	
Name:  Blake Kirshman

	
 
	
Title:  Senior Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Credit Suisse AG, Cayman Islands Branch,
as a Lender

	
 

	
By:
	
/s/:  NUPUR KUMAR

	
 
	
Name:  Nupur Kumar

	
 
	
Title:  Authorized Signatory

	
 
	
 

	
By:
	
/s/:  WARREN VAN HEYST

	
 
	
Name:  Warren Van Heyst

	
 
	
Title:  Authorized Signatory











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Deutsche Bank Trust Company Americas,
as a Lender

	
 

	
By:
	
/s/:  LAURELINE DE LICHANA

	
 
	
Name:  Laureline de Lichana

	
 
	
Title:  Director

	
 

	
By:
	
/s/:  DAVID GERAGHTY

	
 
	
Name:  David Geraghty

	
 
	
Title:  Assistant Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
KeyBank National Association,
as a Lender

	
 

	
By:
	
/s/:  JOHN DRAVENSTOTT

	
 
	
Name:  John Dravenstott

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Natixis, NEW YORK BRANCH,
as a Lender

	
 

	
By:
	
/s/:  TIMOTHY L. POLVADO

	
 
	
Name:  Timothy L. Polvado

	
 
	
Title:  Managing Director

	
 

	
By:
	
/s/:  LEILA ZOMORRODIAN

	
 
	
Name:  Leila Zomorrodian

	
 
	
Title:  Director











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Société Générale,
as a Lender

	
 

	
By:
	
/s/:  MAX SONNONSTINE

	
 
	
Name:  Max Sonnonstine

	
 
	
Title:  Director




 


		
	
Société Générale,
as a Lender

	
 

	
By:
	
/s/:  MAX SONNONSTINE

	
 
	
Name:  Max Sonnonstine

	
 
	
Title:  Director




 








 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Suntrust Bank,
as a Lender

	
 

	
By:
	
/s/:  YANN PIRIO

	
 
	
Name:  Yann Pirio

	
 
	
Title:  Managing Director











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
ZB, N.A. DBA Amegy Bank,
as a Lender

	
 

	
By:
	
/s/:  JOHN MOFFITT

	
 
	
Name:  John Moffitt

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
BOKF, NA dba Bank of Texas,
as a Lender

	
 

	
By:
	
/s/:  SCOTT MILLER

	
 
	
Name:  Scott Miller

	
 
	
Title:  Banking Officer











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Branch Banking and Trust Company,
as a Lender

	
 

	
By: 
	
/s/:  KELLY GRAHAM

	
 
	
Name:  Kelly Graham

	
 
	
Title:  Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
BNP Paribas,
as a Lender

	
 

	
By:
	
/s/:  ANN RHOADS

	
 
	
Name:  Ann Rhoads

	
 
	
Title:  Managing Director

	
 
	
 

	
By:
	
/s/:  SRIRAM CHANDRASEKARAN

	
 
	
Name:  Sriram Chandrasekaran

	
 
	
Title:  Director











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Comerica Bank,
as a Lender

	
 

	
By:
	
/s/:  ROBERT C. PITCOCK

	
 
	
Name:  Robert C. Pitcock

	
 
	
Title:  Relationship Manager











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Commonwealth Bank of Australia,
as a Lender

	
 

	
By:
	
/s/:  SANJAY REMOND

	
 
	
Name:  Sanjay Remond

	
 
	
Title:  Director











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Frost Bank,
as a Lender

	
 

	
By:
	
/s/:  DAVID J. MOOR

	
 
	
Name:  David J. Moor

	
 
	
Title:  Assistant Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
PNC Bank, National Association,
as a Lender

	
 

	
By:
	
/s/:  KYLE T. HELFRICH

	
 
	
Name:  Kyle T. Helfrich

	
 
	
Title:  Assistant Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
Santander Bank N.A.,
as a Lender

	
 

	
By:
	
/s/:  DAVID O’DRISCOLL

	
 
	
Name:  David O’Driscoll

	
 
	
Title:  Senior Vice President

	
 
	
 

	
By:
	
/s/:  MARK CONNELLY

	
 
	
Name:  Mark Connelly

	
 
	
Title:  Senior Vice President











 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 


		
		
	
The Bank of Nova Scotia,
as a Lender

	
 

	
By:
	
/s/:  MARK SPARROW

	
 
	
Name:  Mark Sparrow

	
 
	
Title:  Director




 

 


			
	
Range Resources - Second Amendment
	
Signature Page
	
 




 



 

CONSENT AND REAFFIRMATION

 

The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Second Amendment to Fifth Amended and Restated Credit Agreement (the “Second Amendment”); (ii) consents to the 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 the Secured Parties pursuant to the terms of its Guarantee in favor of the Administrative Agent for the benefit of the Secured Parties or the Liens granted by it securing payment and performance thereunder and (v) reaffirms that the Guarantee and such Liens are and shall continue to remain in full force and effect.  Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that the Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers for its Guaranty to remain in full force and effect, and nothing herein shall create such duty or obligation.

 

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

 


		
	
GUARANTORS:

	
 

	
RANGE ENERGY SERVICES COMPANY, LLC

	
ENERGY ASSETS OPERATING COMPANY, LLC

	
RANGE RESOURCES–PINE MOUNTAIN, INC.

	
RANGE RESOURCES – APPALACHIA, LLC

	
RANGE PRODUCTION COMPANY, LLC

	
RANGE RESOURCES–MIDCONTINENT, LLC

	
 

	
By:
	
/s/ MARK S. SCUCCHI

	
 
	
Name:  Mark S. Scucchi

	
 
	
Title:  Vice President – Finance of all of the

Foregoing Guarantors




 

 


			
	
Range Resources - Second Amendment
	
Consent and Reaffirmation