exv10w1



 





EXHIBIT 10.1




EXECUTION VERSION




FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to
as the “Amendment”) executed as of the 6th day of December, 2004, 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 Company has entered into that certain Stock Purchase Agreement, dated November
22, 2004, with First Reserve Fund, IX, L.P., a Delaware limited partnership, Robertson Investment
Trust LLC, a Delaware limited liability company, Donald E. Vandenberg, Richard M. Brillhart, Jeremy
H. Grantham and Charles Ian Landon (the “Stock Purchase Agreement”) pursuant to which the
Company intends to acquire all of the issued and outstanding capital stock of PMOG Holdings, Inc.,
a Delaware corporation (“PMOG”) (the “Pine Mountain Acquisition”);



     WHEREAS, to facilitate the Pine Mountain Acquisition, the Borrowers have requested that the
Agent and the Lenders consent to the Company’s consummation of the Pine Mountain Acquisition and
amend the Credit Agreement to (i) increase the Borrowing Base to $575,000,000 and (ii) permit the
incurrence by the Company of up to $75,000,000 in aggregate principal amount of additional Senior
Subordinated Notes; and Agent and the Lenders have agreed to do so on the terms and conditions
hereinafter set forth; and



     WHEREAS, certain of the Lenders desire to reallocate their Commitments under the Credit
Agreement.



     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:



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



 









 






SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 6 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 Additional Definitions. The following definitions shall be and they hereby are added in
appropriate alphabetical order to Section 1 of the Credit Agreement.




First Amendment means that certain First Amendment to Second Amended and Restated
Credit Agreement, dated December 6, 2004, by and among the Borrowers, Agent and the Lenders.




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




Pine Mountain Acquisition means the acquisition by the Company of all of the issued
and outstanding Capital Stock of PMOC Holdings, Inc., a Delaware corporation, pursuant to
that certain Stock Purchase Agreement, dated November 22, 2004, with First Reserve Fund, IX,
L.P., a Delaware limited partnership, Robertson Investment Trust LLC, a Delaware limited
liability company, Donald E. Vandenberg, Richard M. Brillhart, Jeremy H. Grantham and
Charles Ian Landon.




Pine Mountain Acquisition Date means the date the Pine Mountain Acquisition is
consummated in accordance with and subject to the terms and conditions set forth in the
First Amendment.



     1.2 Amendment to 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, from the Closing Date
through but excluding the Pine Mountain Acquisition Date, the Borrowing Base shall be
$500,000,000 and as of the Pine Mountain Acquisition Date, the Borrowing Base shall be
$575,000,000.



     1.3 Additional Senior Subordinated Notes. 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) The Senior Subordinated Notes; provided, that (a) the aggregate principal
amount of such Debt does not exceed $275,000,000 at any time, (b) such Debt is incurred on
prior to April 1, 2005, and (c) with respect to any such Debt incurred after the First
Amendment Effective Date, the aggregate principal amount of such Debt does not exceed the
aggregate amount of cash proceeds received by the Company from the sale of common stock of
the Company (other than Disqualified Stock) after the First Amendment Effective Date.



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



 









 





     1.4 Patriot Act. Section 36 of the Credit Agreement shall be and it is hereby amended in its
entirety to read as follows:




     36. USA PATRIOT ACT. Each Lender hereby notifies each Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies such Borrower, which information includes the name and address of such Borrower
and other information that will allow such Lender to identify such Borrower in accordance
with the Act.”



     1.5 Reallocation of Commitments. The Lenders have agreed to reallocate their respective
Commitments as of the Pine Mountain Acquisition Date and to facilitate such reallocation each
Lender that is reducing its Commitment Percentage (each a “Reducing Lender”) shall be
deemed to have assigned a portion of its Commitment and its Loans to each Lender that is increasing
its Commitment Percentage (each an “Increasing Lender”) to the extent necessary to cause
each Lender to have the Commitment Percentages set forth on Annex A attached hereto as of the Pine
Mountain Acquisition Date. After giving effect to such reallocation of the Commitments and the
Loans, on the Pine Mountain Acquisition Date each Lender shall have the Commitment Percentage set
forth on Annex A attached hereto. With respect to such reallocation, each Increasing Lender shall
be deemed to have acquired the increase in the Commitments and Loans allocated to them from the
Reducing Lenders pursuant to the terms of the Assignment and Acceptance Agreement attached as
Exhibit “E” to the Credit Agreement as if each Increasing Lender and Reducing Lender had executed
an Assignment and Acceptance Agreement with respect to such change in its allocation. Each
Increasing Lender and each Reducing Lender shall surrender its existing Note and each such Lender
shall be issued a new Note in a face amount equal to such Lender’s Commitment Percentage times
$600,000,000. Each Note shall be in the form of Exhibit “B” to the Credit Agreement with
appropriate insertions. On the Pine Mountain Acquisition Date each Increasing Lender shall deliver
to the Agent the funds necessary to acquire such Increasing Lender’s additional interest in the
Commitments and the Loans such that after giving effect to such allocation and delivery of funds
each Lender’s Commitment Percentage shall be as set forth on Annex A attached hereto and each
Lender’s portion of the then outstanding Loans and its participation in each then outstanding
Letter of Credit shall be consistent with such Commitment Percentage.



     1.6 Replacement of Annex A. Effective as of the Pine Mountain Acquisition Date, Annex A to
the Credit Agreement shall be and it hereby is replaced with Annex A attached hereto.



SECTION 2. Consent to Pine Mountain Acquisition. Effective as of the First Amendment Effective
Date, each Lender hereby consents to the Pine Mountain Acquisition, subject to the satisfaction of
each of the following conditions:




     (i) such acquisition is consummated substantially on the terms set forth in the Stock
Purchase Agreement without waiver or amendment of any material term thereof other than any
such waiver or amendment approved by the Agent and Required Lenders;



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



 









 






     (ii) true and complete copies of the Stock Purchase Agreement are provided to the Agent
prior to the consummation of such acquisition and true and complete copies of any other
documents, instruments or certificates (including side letter agreements) executed in
connection the consummation of such acquisition are delivered to the Agent within thirty
days after such consummation (or such later date approved by the Agent);




     (iii) contemporaneous with the consummation of such acquisition, the Company shall
cause Pine Mountain Oil and Gas, Inc., a Delaware corporation (“Pine Mountain”) and any
other Person that becomes a Material Domestic Subsidiary as a result of the consummation of
such acquisition, to execute and deliver to Agent a Guaranty and deliver to Agent (a) an
executed officers certificate certifying the names of the officers of each such Person
authorized to sign Loan Documents on behalf of such Person, together with the true
signatures of each such officer, (b) evidence of the existence and good standing for each
such Person in its jurisdiction of incorporation or formation, as the case may be, 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, (c) copies of the
Organizational Documents for each such Person together with all amendments thereto,
appropriately certified by governmental authority in the jurisdiction of incorporation or
formation of each such Person or one or more officers of each such Person, as the case may
be, as being true, correct and complete, (d) fully executed pledge agreements covering all
of the issued and outstanding Capital Stock of each such Person in form and substance
satisfactory to the Agent from each owner and holder of the Capital Stock of such Person and
(e) evidence satisfactory to the Agent of the compliance by the Borrowers and each such
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);




     (iv) prior to the consummation of such acquisition, the receipt by Agent or its
special counsel of title opinions and other title information reasonably satisfactory to the
Agent demonstrating that Pine Mountain holds good and defensible title to a substantial
portion of the value of its Oil and Gas Properties;




     (v) contemporaneous with the consummation of such acquisition, the repayment in full
of all obligations, Debt and liabilities accrued and outstanding under the that certain
Credit Agreement among Pine Mountain, as borrower, Natexis Banques Populaires, as
administrative agent and issuing lender and the lenders party thereto from time to time,
dated August 13, 2003 (as amended, the “Existing Credit Agreement”) as of the
closing date of such acquisition, including, without limitation, (i) the entire outstanding
principal balance of the loans and advances made (and as defined) thereunder, (ii) all
accrued but unpaid interest, and (iii) all accrued but unpaid commitment and other fees, (f)
the cancellation (or replacement) of all outstanding letters of credit issued pursuant to
the Existing Credit Agreement;




     (vi) the termination and release of the mortgages, security interests and all other
Liens securing the obligations, Debt and liabilities of PMOG Holdings or any of its



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



 









 






Subsidiaries under the Existing Credit Agreement (including, without limitation, the
delivery of UCC-3 releases with respect to all uniform commercial code filings made under or
pursuant to the Existing Credit Agreement), and the delivery to the Company of all original
certificates and stock powers pledged and delivered by PMOG Holdings and its Subsidiaries
pursuant to the terms of the Existing Credit Agreement as security for Pine Mountain’s
obligations thereunder;




     (vii) the release of all guarantees of the obligations, Debt and liabilities of PMOG
Holdings or any of its Subsidiaries under the Existing Credit Agreement, (i) the termination
of the Existing Credit Agreement, and the delivery to the Company of (or the written
commitment of the holders thereof to promptly deliver after the Closing Date) each original
promissory note issued under the Existing Credit Agreement marked “Terminated and Paid in
Full”; and




     (viii) the assignment or termination of any hedging transactions and agreements to
which PMOG Holdings or any of its Subsidiaries are a party on terms and conditions
satisfactory to the Agent.


SECTION 3. Consent to Indenture Amendment. Effective as of the First Amendment Effective Date and
subject to the conditions set forth in this Section 3, each Lender hereby consents to the
amendment of the Indenture to extent, and only to the extent necessary to permit the aggregate
principal amount of Senior Subordinated Notes issued under such Indenture to be increased by
$75,000,000; provided that the Company complies with Section 13(e)(vii) of the Credit Agreement
with respect to any Debt incurred as a result of the issuance of any such additional Senior
Subordinated Notes.


SECTION 4. Borrowing Base Increase Fee. On or before the Pine Mountain Acquisition Date, the
Borrowers, jointly and severally, agree to pay to the Agent, for the benefit of the Lenders, a
Borrowing Base increase fee in the amount of $187,500.00 as a result of the increase in the
Borrowing Base contemplated by this Amendment. Each Lender shall receive a portion of such fee
equal to $187,500.00 multiplied by a fraction (x) the numerator of which is the amount of the net
increase in such Lender’s Commitment as a result of such increase in the Borrowing Base after
giving affect to the adjustments in the Commitments and the Loans required by Section 1.5
hereof and (y) the denominator of which is $75,000,000.


SECTION 5. Additional Collateral. In connection with the Pine Mountain Acquisition, the Borrowers
shall, and shall cause each Guarantor, to take all actions and provide all information necessary to
confirm compliance with Section 12(v) of the Credit Agreement after giving effect to the increase
in the Borrowing Base pursuant to Section 1.2 of this Amendment.


SECTION 6. Conditions. The amendments to the Credit Agreement contained in Section 1 of
this Amendment and the consents set forth in Section 2 and Section 3 of this
Amendment shall be effective upon the satisfaction of each of the conditions set forth in this
Section 6.



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



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



 









 





     6.2 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).



     6.3 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.



     6.4 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.



     6.5 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.


SECTION 7. 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:



     7.1 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).



     7.2 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.



     7.3 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.



First Amendment to Second Amended and Restated Credit Agreement — Page 6



 









 





SECTION 8. Miscellaneous.



     8.1 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.



     8.2 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.



     8.3 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.



     8.4 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 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.



     8.5 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.



     8.6 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]




First Amendment to Second Amended and Restated Credit Agreement — Page 7



 









 





     IN WITNESS WHEREOF, the parties have caused this First 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:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	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:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:
	 	Roger S. Manny
	

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	

	 	By:
	 	Range Energy I, Inc.
	

	 	 	 	Its member
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:
	 	Roger S. Manny
	

	 	Title:
	 	Senior Vice President







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




 










 




	 	 	 	 	 
	 	LENDERS:





JPMORGAN CHASE BANK, N.A.,

formerly known as JPMorgan Chase Bank and

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



 

 	 
	 	By:  	/s/ Wm. Mark Cranmer
 	 
	 	 	Name:  	Wm. Mark Cranmer 	 
	 	 	Title:  	Vice President 	 
	 



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





 









 





	 	 	 	 	 
	 
	 	BANK OF SCOTLAND
	 
	 	 	 	 
	

	 	By:
	 	/s/ Karen Weich
	

	 	 	 	
 
	

	 	Name:
	 	Karen Weich
	

	 	 	 	
 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By:
	 	/s/ Olivier Audemand
	

	 	 	 	
 
	

	 	Name:
	 	Olivier Audemand
	

	 	 	 	
 
	

	 	Title:
	 	Managing Directors
	

	 	 	 	
 







	 	 	 	 	 
	

	 	By:
	 	/s/ Philippe Soustra
	

	 	 	 	
 
	

	 	Name:
	 	PHILIPPE SOUSTRA
	

	 	 	 	
 
	

	 	Title:
	 	EXECUTIVE VICE PRESIDENT
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	COMPASS BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ John M. Falbo
	

	 	 	 	
 
	

	 	Name:
	 	John M. Falbo
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	FLEET NATIONAL BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jeffrey H. Rothkamp
	

	 	 	 	
 
	

	 	Name:
	 	Jeffrey H. Rothkamp
	

	 	 	 	
 
	

	 	Title:
	 	Director
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Christopher S. Parada
	

	 	 	 	
 
	

	 	Name:
	 	Christopher S. Parada
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







	 	 	 	 	 
	

	 	By:
	 	/s/ Darrell W. Holley
	

	 	 	 	
 
	

	 	Name:
	 	Darrell W. Holley
	

	 	 	 	
 
	

	 	Title:
	 	Managing Director
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	NATEXIS BANQUES POPULAIRES
	 
	 	 	 	 
	

	 	By:
	 	/s/ Donovan C. Broussard
	

	 	 	 	
 
	

	 		 	Donovan C. Broussard
	

	 	 	 	
 
	
	 		 	Vice President & Manager
	

	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Daniel Payer
	

	 	 	 	
 
	

	 	 	 	Daniel Payer

Vice President







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




 









 





	 	 	 	 	 
	 
	 	COMERICA BANK
	 
	 	(successor by merger with
	 
	 	Comerica Bank-Texas)
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michele L. Jones
	

	 	 	 	
 
	

	 	Name:
	 	Michele L. Jones
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President — Texas Division
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	HIBERNIA NATIONAL BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ Daria Mahoney
	

	 	 	 	
 
	

	 	Name:
	 	Daria Mahoney
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	SOUTHWEST BANK OF TEXAS, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ W. Bryan Chapman
	

	 	 	 	
 
	

	 	Name:
	 	W. Bryan Chapman
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	HARRIS NESBITT FINANCING, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ James V. Ducote
	

	 	 	 	
 
	

	 	Name:
	 	James V. Ducote
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







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



 









 





	 	 	 	 	 
	 
	 	KEY BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ Thomas Rajan
	

	 	 	 	
 
	

	 	Name:
	 	Thomas Rajan
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip Trinder
	

	 	 	 	
 
	

	 	Name:
	 	Philip Trinder
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kimberly Coil
	

	 	 	 	
 
	

	 	Name:
	 	Kimberly Coil
	

	 	 	 	
 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	
 







	 	 	 	 	 
	

	 	By:
	 	/s/ John Clark
	

	 	 	 	
 
	

	 	Name:
	 	John Clark
	

	 	 	 	
 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	

	 	By:
	 	/s/ Vicky Gibson
	

	 	 	 	
 
	

	 	Name:
	 	Vicky Gibson
	

	 	 	 	
 
	

	 	Title:
	 	Assistant Agent
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	THE FROST NATIONAL BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ John S. Warren
	

	 	 	 	
 
	

	 	Name:
	 	John S. Warren
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	AGENT:
	 
	 	 	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,
	 
	 	(successor by merger to Bank One, N.A. (Illinois))
	 
	 	 	 	 
	

	 	By:
	 	/s/ Wm. Mark Cranmer
	

	 	 	 	
 
	

	 	Name:
	 	Wm. Mark Cranmer
	

	 	 	 	
 
	

	 	Title:
	 	 Vice President
	

	 	 	 	
 







First 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 First Amendment to Second Amended and Restated Credit Agreement (the “First
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 the First Amendment.



	 	 	 	 	 
	 
	 	GUARANTORS:
	 
	 	 	 	 
	 
	 	RANGE ENERGY I, INC.
	 
	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







      



	 	 	 	 	 
	 
	 	RANGE HOLDCO, INC.
	 
	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







	 	 	 	 	 
	 
	 	RANGE PRODUCTION COMPANY

	 
	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	RANGE ENERGY VENTURES

	 
	 	CORPORATION, a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







	 	 	 	 	 
	 
	 	GULFSTAR ENERGY, INC.

	 
	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







	 	 	 	 	 
	 
	 	RANGE ENERGY FINANCE CORPORATION

	 
	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:	 	Senior Vice President
	

	 	 	 	
 







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




 









 





	 	 	 	 	 
	 
	 	RANGE PRODUCTION I, L.P.

	 
	 	a Texas limited partnership
	 
	 	 	 	 
	 
	 	By: RANGE PRODUCTION
COMPANY

       Its general partner
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	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:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	
 
	 
	 	 	 	 
	 
	 	By: RANGE HOLDCO, INC.

       Its member
	 
	 	 	 	 
	

	 	By:	 	/s/ Roger S. Manny
	

	 	 	 	
 
	

	 	Name:	 	Roger S. Manny
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	
 







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




 









 







ANNEX A




COMMITMENT PERCENTAGES




	 	 	 
	LENDER
	 	COMMITMENT PERCENTAGE

	JPMorgan Chase Bank, NA

	 	8.17394%
	1 Bank One Plaza

Mail Code IL1-0634

Chicago, Illinois 60670-0634

Attention: Jim Moore

Telephone: (312) 385-7057

Facsimile: (312) 385-7096
	 	 
	 
	 	 
	Bank of Scotland

	 	8.17391%
	565 Fifth Avenue

New York, New York 10017

Attention: Ms. Shirley Vargas

Telephone: (212) 450-0875

Facsimile: (212) 479-2807

	 	 
	 
	 	 
	Compass Bank

	 	4.34783%
	24 Greenway Plaza, Suite 1400

Houston, Texas 77046

Attention: Ellan Watkins

Telephone: (713) 968-8279

Facsimile: (713) 968-8292
	 	 
	 
	 	 
	Calyon New York Branch
	 	8.17391%
	1301 Avenue of
the Americas

New York, New York 10019

Attention: Gener David

Telephone: (212) 261-7741

Facsimile: (917) 849-5440
	 	 
	 
	 	 
	Fleet National Bank

	 	8.17391%
	100 Federal Street, MA DE 10008A

Boston, Massachusetts 02110

Attention: Jeffrey Rathkamp

Telephone: (617) 434-9061

Facsimile: (617) 434-3652
	 	 








First Amendment to Second Amended and Restated Credit Agreement — Allocations




 









 





	 	 	 
	Fortis Capital Corp.

	 	8.17391%
	15455 North Dallas Parkway,

Suite 1400

Addison, Texas 75001

Attention: Frank Campanelli

Telephone: (203) 705-5898

Facsimile: (203) 705-5888
	 	 
	 
	 	 
	Natexis Banques Populaires

	 	4.34783%
	Southwest Representative Office

333 Clay Street, Suite 4340

Houston, Texas 77002

Attention: Tanya McAllister

Telephone: (713) 759-9409

Facsimile: (713) 571-6165
	 	 
	 
	 	 
	Comerica Bank

	 	7.39130%
	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

	 	2.60870%
	313 Carondelet Street, 10th Floor

New Orleans, Louisiana 70130

Attention: Joyce Baker

Telephone: (504) 533-5352

Facsimile: (504)533-5434
	 	 
	 
	 	 
	Southwest Bank of Texas, N.A.

	 	3.47826%
	4295 San Felipe

Houston, Texas 77027

Attention: Maxine Hunter

Telephone: (713) 232-6355

Facsimile: (713) 963-7467
	 	 
	 
	 	 
	Harris Nesbitt Financing, Inc.

	 	7.39130%
	115 S. LaSalle Streeet

Chicago, Illinois 60603

Attention: Terri Mikula

Telephone: (312) 750-5947

Facsimile: (312)750-6061
	 	 








First Amendment to Second Amended and Restated Credit Agreement — Allocations




 









 





	 	 	 
	Key Bank

	 	5.65217%
	127 Public Square

Cleveland, Ohio 44114

Attention: Anita Anders

Telephone: (216) 689-4561

Facsimile: (216) 689-5962
	 	 
	 
	 	 
	Wachovia Bank, National Association

	 	5.65217%
	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.

	 	7.39130%
	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 

	 	7.39130%
	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 

	 	3.47826%
	777 Main Street

Suite 100

Fort Worth, Texas 76102

Attention: Karen Moore

Telephone: (210) 420-5673

Facsimile: (210) 420-5250
	 	 








First Amendment to Second Amended and Restated Credit Agreement — Allocations