exv10w5



 






Exhibit 10.5



EXECUTION VERSION




THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to
as the “Amendment”) executed as of the 15th day of April, 2005, by and among
RANGE RESOURCES CORPORATION, a Delaware corporation (“Company”), GREAT LAKES ENERGY
PARTNERS, L.L.C., a Delaware limited liability company (“GLEP”, 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 (i) extend the Maturity Date and (ii) increase the Borrowing Base; 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 3 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:



     Lender or Lenders are used herein as defined in the preamble hereof and
notwithstanding anything to the contrary in any Security Instrument, for purposes of identifying
the beneficiaries of any Lien granted under any Security Instrument, the terms “Lender” and
“Lenders” shall mean the Persons who are from time to time a “Lender” or “Lenders” as defined in the



Third Amendment to Second Amended and Restated Credit Agreement – Page 1

DALLAS 1508075v4




 









 




preamble hereof and the Lender Counterparties.




     Maturity Date shall mean January 1, 2009.



     1.2 Borrowing Base. Section 7(a) of the Credit Agreement shall be and it hereby is
amended in its entirety to read as follows:




          (a) Borrowing Base. Subject to Section 7(b) hereof, the Borrowing Base shall
be $600,000,000.



     1.3 Pricing Schedule. The Pricing Schedule to the Credit Agreement shall be amended
in its entirety by substituting the Pricing Schedule which is attached hereto.



     1.4 Annex A. Annex A to the Credit Agreement shall be amended in its entirety by
substituting Annex A which is attached hereto.


SECTION 2. Allocation of Borrowing Base Increase and Commitment Percentage Adjustment. The Lenders
have agreed among themselves to allocate the Borrowing Base increase contemplated by this Amendment
among Harris Nesbitt Financing, Inc., Natexis Banques Populaires, Key Bank, Wachovia Bank, National
Association and The Frost National Bank and to increase their interests in the Commitments and the
Loans accordingly. After such reallocation of the Commitments, on the date hereof, the Lenders
shall own the Commitment Percentages set forth on Annex A to the Credit Agreement. Each Lender
shall surrender its existing Note and be issued a new Note in a face amount equal to such Lender’s
Commitment Percentage times $600,000,000. Each said Note to be in the form of Exhibit “B” to the
Credit Agreement with appropriate insertions. The funds delivered to Agent by Harris Nesbitt
Financing, Inc., Natexis Banques Populaires, Key Bank, Wachovia Bank, National Association and The
Frost National Bank to increase their interests in the Commitments and the Loans shall be allocated
such that after giving effect to such allocation each of the Lenders shall own the Commitment
Percentages set forth on Annex A to the Credit Agreement.



SECTION 3. 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 3.




     3.1 Execution and Delivery. Each Borrower and each Guarantor shall have executed and
delivered this Amendment and each Borrower shall have executed and delivered the fee letter in form
and substance satisfactory to Agent.



     3.2 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).



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

DALLAS 1508075v4




 









 





     3.3 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.



     3.4 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.



     3.5 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.



     3.6 Guaranty and Pledge Agreement. The Company shall cause (a) RB Operating Company, a
Delaware corporation (“RBOC”) to execute and deliver to Agent a Guaranty, (b) RBOC to deliver to
Agent (1) an executed officers certificate certifying the names of the officers of RBOC authorized
to sign Loan Documents on behalf of RBOC, together with the true signatures of each such officer,
(2) evidence of the existence and good standing for RBOC in its jurisdiction of incorporation and
evidence of its qualification in each other jurisdiction in which its failure to be qualified could
reasonably be expected to have a Material Adverse Effect, (3) copies of the Organizational
Documents for RBOC together with all amendments thereto, appropriately certified by governmental
authority in the jurisdiction of incorporation of RBOC as being true, correct and complete and (4)
evidence satisfactory to the Agent of the compliance by the Borrowers and each Person of their
obligations under the pledge agreements and the other Security Instruments required under Section 6
of the Credit Agreement (including, without limitation, their obligations to execute and deliver
UCC financing statements, originals of securities or instruments as provided therein); and (c)
Range Energy I, Inc. to deliver to Agent a fully executed pledge agreement covering all of the
issued and outstanding Capital Stock of RBOC in form and substance satisfactory to the Agent.



     3.7 Borrowing Base Increase and Extension Fees. In addition to the fees set forth in that
certain fee letter, dated of even date hereof, the Borrowers shall pay to the Agent, (i) for the
ratable benefit of the Lenders increasing their Commitment, a Borrowing Base increase fee equal to
one-quarter of one percent (.25%) of the amount of the $25,000,000 increase in the Borrowing Base
with each such increasing Lender receiving a portion of such fee equal such increasing Lender
portion of the $25,000,000 increase in the Borrowing Base and (ii) for the ratable benefit of the
Lenders, an extension fee equal to one-tenth of one percent (.10%) of the Commitment, which fees
are due and payable on the date hereof.


SECTION 4. 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:




     4.1 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



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

DALLAS 1508075v4




 









 




correct in all
material respects on the date hereof (except to the extent such representations and warranties
relate solely to an earlier date).




     4.2 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.



     4.3 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 5. Miscellaneous.




     5.1 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.



     5.2 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.



     5.3 Post-Closing Covenant. On or before July 1, 2005, the Borrower and each Guarantor, where
applicable, shall execute (1) any and all mortgages requested by Agent to secure the indebtedness,
liabilities and obligations to the Lenders under the Loan Agreement and (2) any and all amendments
to the existing mortgages to reflect the extension of the Maturity Date, both in form and substance
acceptable to the Agent. Borrowers further agree that any failure to comply with and perform this
covenant shall constitute an Event of Default under the Credit Agreement.



     5.4 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.



     5.5 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



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

DALLAS 1508075v4




 









 




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.




     5.6 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.



     5.7 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]




Third Amendment to Second Amended and Restated Credit Agreement — Page 5

DALLAS 1508075v4




 









 





     IN WITNESS WHEREOF, the parties have caused this Third 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	 	 






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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	FLEET NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





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

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	HARRIS NESBITT FINANCING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	KEY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




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

DALLAS 1508075




 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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

DALLAS 1508075




 









 





CONSENT AND REAFFIRMATION




     The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the
foregoing Third Amendment to Second Amended and Restated Credit Agreement (the “Third
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 Third 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	 	 






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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	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	 	 






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

DALLAS 1508075




 









 





	 	 	 	 	 	 	 
	 	 	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	 	 






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

DALLAS 1508075




 









 





PRICING SCHEDULE

APPLICABLE MARGIN




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable Margin
	 	 	 	 	 	 	 	 	for
	 	 	Applicable Margin	 	Applicable Margin for	 	Unused
	Borrowing Base Usage	 	for Base Rate Loans	 	LIBOR Loans	 	Commitment Fee
	Greater than or equal to 90%

	 	 	.50	%	 	 	1.75	%	 	 	.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or equal to
75% and less than 90%

	 	 	.25	%	 	 	1.50	%	 	 	.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or equal to
50% and less than 75%

	 	 	0	%	 	 	1.25	%	 	 	.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less than 50%

	 	 	0	%	 	 	1.00	%	 	 	.25	%






Third Amendment to Second Amended and Restated Credit Agreement — Pricing Schedule

DALLAS 1508075




 









 





ANNEX A




COMMITMENT PERCENTAGES




	 	 	 	 	 
	LENDER	 	COMMITMENT PERCENTAGE
	JPMorgan Chase Bank, N.A.

	 	 	7.833333333	%
	21 South Clark Street
	 	 	 	 
	Mail Code IL1-0634
	 	 	 	 
	Chicago, Illinois 60670-0634
	 	 	 	 
	Attention:      Jim Moore
	 	 	 	 
	Telephone:
    (312) 385-7057
	 	 	 	 
	Facsimile:
      (312) 385-7096
	 	 	 	 
	 
	 	 	 	 
	Bank of Scotland

	 	 	7.833333333	%
	565 Fifth Avenue
	 	 	 	 
	New York, New York 10017
	 	 	 	 
	Attention:       Ms. Shirley Vargas
	 	 	 	 
	Telephone:     (212) 450-0875
	 	 	 	 
	Facsimile:       (212) 479-2807
	 	 	 	 
	 
	 	 	 	 
	Compass Bank

	 	 	4.166666667	%
	24 Greenway Plaza, Suite 1400
	 	 	 	 
	Houston, Texas 77046
	 	 	 	 
	Attention:       Ellan Watkins
	 	 	 	 
	Telephone:     (713) 968-8279
	 	 	 	 
	Facsimile:       (713) 968-8292
	 	 	 	 
	 
	 	 	 	 
	Calyon New York Branch

	 	 	7.833333333	%
	1301 Avenue of the Americas
	 	 	 	 
	New York, New York 10019
	 	 	 	 
	Attention:       Gener David
	 	 	 	 
	Telephone:     (212) 261-7741
	 	 	 	 
	Facsimile:       (917) 849-5440
	 	 	 	 
	 
	 	 	 	 
	Fleet National Bank

	 	 	7.833333333	%
	100 Federal Street, MA DE 10008A
	 	 	 	 
	Boston, Massachusetts 02110
	 	 	 	 
	Attention:      Jeffrey Rathkamp
	 	 	 	 
	Telephone:     (617) 434-9061
	 	 	 	 
	Facsimile:       (617) 434-3652
	 	 	 	 
	 
	 	 	 	 




Third Amendment to Second Amended and Restated Credit Agreement — Annex A


DALLAS 1508075




 










 






	 	 	 	 	 
	LENDER	 	COMMITMENT PERCENTAGE
	Fortis Capital Corp.

	 	 	7.833333333	%
	15455 North Dallas Parkway,
	 	 	 	 
	Suite 1400
	 	 	 	 
	Addison, Texas 75001
	 	 	 	 
	Attention:       Frank Campanelli
	 	 	 	 
	Telephone:     (203) 705-5898
	 	 	 	 
	Facsimile:       (203) 705-5888
	 	 	 	 
	 
	 	 	 	 
	Natexis Banques Populaires

	 	 	5.833333333	%
	Southwest Representative Office
	 	 	 	 
	333 Clay Street, Suite 4340
	 	 	 	 
	Houston, Texas 77002
	 	 	 	 
	Attention:       Tanya McAllister
	 	 	 	 
	Telephone:     (713) 759-9409
	 	 	 	 
	Facsimile:       (713) 571-6165
	 	 	 	 
	 
	 	 	 	 
	Comerica Bank

	 	 	7.083333333	%
	1601 Elm Street, 2nd Floor
	 	 	 	 
	Dallas, Texas 75201
	 	 	 	 
	Attention:       Michele Jones with a copy to Cathy Watson
	 	 	 	 
	Telephone:     (214) 969-6564
	 	 	 	 
	Facsimile:       (214) 969-6561
	 	 	 	 
	 
	 	 	 	 
	Hibernia National Bank

	 	 	2.500000000	%
	313 Carondelet Street, 10th Floor
	 	 	 	 
	New Orleans, Louisiana 70130
	 	 	 	 
	Attention:       Joyce Baker
	 	 	 	 
	Telephone:     (504) 533-5352
	 	 	 	 
	Facsimile:       (504) 533-5434
	 	 	 	 
	 
	 	 	 	 
	Amegy Bank (f/k/a Southwest Bank of Texas, N.A.)

	 	 	3.333333333	%
	4295 San Felipe
	 	 	 	 
	Houston, Texas 77027
	 	 	 	 
	Attention:       Maxine Hunter
	 	 	 	 
	Telephone:     (713) 232-6355
	 	 	 	 
	Facsimile:       (713) 963-7467
	 	 	 	 
	 
	 	 	 	 
	Harris Nesbitt Financing, Inc.

	 	 	7.833333333	%
	115 S. LaSalle Streeet
	 	 	 	 
	Chicago, Illinois 60603
	 	 	 	 
	Attention:       Terri Mikula
	 	 	 	 
	Telephone:
     (312) 750-5947
	 	 	 	 
	Facsimile:
      (312) 750-6061
	 	 	 	 




Third Amendment to Second Amended and Restated Credit Agreement — Annex A


DALLAS 1508075





 










 






	 	 	 	 	 
	LENDER	 	COMMITMENT PERCENTAGE
	Key Bank

	 	 	6.000000000	%
	127 Public Square
	 	 	 	 
	Cleveland, Ohio 44114
	 	 	 	 
	Attention:       Anita Anders
	 	 	 	 
	Telephone:     (216) 689-4561
	 	 	 	 
	Facsimile:       (216) 689-5962
	 	 	 	 
	 
	 	 	 	 
	Wachovia Bank, National Association

	 	 	6.000000000	%
	201 S. College, CP-9
	 	 	 	 
	Charlotte, NC 28288
	 	 	 	 
	Attention:       Cynthia Rawson
	 	 	 	 
	Telephone:     (704) 374-4425
	 	 	 	 
	Facsimile:       (704) 715-0097
	 	 	 	 
	 
	 	 	 	 
	Union Bank of California, N.A. 
	 	 	7.083333333	%
	1980 Saturn Street, Mail Code
	 	 	 	 
	Monterey Park, California 91755
	 	 	 	 
	Attention:       Maria Suncin
	 	 	 	 
	Telephone:     (323) 720-2870
	 	 	 	 
	Facsimile:       (323) 720-2252
	 	 	 	 
	 
	 	 	 	 
	The Bank of Nova Scotia

	 	 	7.083333333	%
	600 Peachtree St. NE
	 	 	 	 
	Suite 2700
	 	 	 	 
	Atlanta, Georgia 30308
	 	 	 	 
	Attention:       Jill A. Retess
	 	 	 	 
	Telephone:     (404) 877-1544
	 	 	 	 
	Facsimile:       (404) 888-8998
	 	 	 	 
	 
	 	 	 	 
	The Frost National Bank

	 	 	3.916666667	%
	777 Main Street
	 	 	 	 
	Suite 100
	 	 	 	 
	Fort Worth, Texas 76102
	 	 	 	 
	Attention:       Karen Moore
	 	 	 	 
	Telephone:     (210) 420-5673
	 	 	 	 
	Facsimile:       (210) 420-5250
	 	 	 	 





Third Amendment to Second Amended and Restated Credit Agreement — Annex A


DALLAS 1508075