exv10w7






Exhibit 10.7




EXECUTION VERSION



SIXTH AMENDMENT TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is dated as of December 11, 2008, by and among RANGE RESOURCES CORPORATION, a Delaware corporation
(“Borrower”), certain Subsidiaries of Borrower, as Guarantors, JPMORGAN CHASE BANK, N.A., a
national banking association, as Administrative Agent for the Lenders (in such capacity,
“Administrative Agent”), and each of the Lenders which is a party to the Credit Agreement
(defined below).



WITNESSETH:




     WHEREAS, Borrower, Guarantors, Administrative Agent and the Lenders entered into that certain
Third Amended and Restated Credit Agreement dated as of October 25, 2006 (as amended by that
certain First Amendment to Third Amended and Restated Credit Agreement dated March 12, 2007, as
further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement
dated as of March 26, 2007, as further amended by that certain Third Amendment to Third Amended and
Restated Credit Agreement dated as of October 22, 2007, as further amended by that certain Fourth
Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2008, as further
amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of
October 21, 2008, and as further amended, modified and restated from time to time, the “Credit
Agreement”), pursuant to which the Lenders made a revolving credit facility available to
Borrower; and



     WHEREAS, Borrower has requested that Administrative Agent and the Lenders amend the Credit
Agreement to increase the Aggregate Commitment to $1,250,000,000 and for certain other purposes as
provided herein, and Administrative Agent and the Lenders have agreed to do so on the terms and
conditions hereinafter set forth.



     NOW, THEREFORE, the parties agree to amend the Credit Agreement as follows:



     1. Definitions. Unless otherwise defined herein, all capitalized terms used herein
shall have the same meanings ascribed to such terms in the Credit Agreement.



     2. Amendments to Credit Agreement.




     2.1 Additional Definitions. Section 1.01 of the Credit Agreement shall
be and it hereby is amended by inserting the following definitions in appropriate
alphabetical order:




     “Cash Collateral Account” has the meaning assigned to such term
in Section 2.07(j).




     “Fee Letter” means that certain Fee Letter, dated December 11, 2008, among Administrative Agent, Arranger and Borrower.




     “Sixth Amendment Effective Date” means December 11, 2008.




SIXTH AMENDMENT TO THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

65232006.5




 









 






     2.2 Amended Definitions. The following definitions set forth in Section
1.01 of the Credit Agreement shall be and they hereby are amended in their respective
entireties to read as follows:




     “ABR”, when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. For
the avoidance of doubt, any Loan or Borrowing that accrues interest at a rate
determined by reference to clause (c) of the definition of Alternate Base
Rate shall constitute an ABR Loan or an ABR Borrowing, as the case may be,
notwithstanding the fact that the interest rate is based on the Adjusted LIBO
Rate.




     “Adjusted LIBO Rate” means, (a) with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (i) the LIBO Rate for
such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b)
with respect to any ABR Borrowing for any day, an interest rate per annum
equal to (i) the LIBO Rate for a one month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day)
multiplied by (ii) the Statutory Reserve Rate.




     “Alternate Base Rate” means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the
Adjusted LIBO Rate plus 1%; provided that, for the avoidance of doubt, the
Adjusted LIBO Rate for any day shall be based on the rate appearing on the
Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of
such page) at approximately 11:00 a.m. London time on such day. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate, respectively.




     “Applicable Rate” means, for any day, with respect to any ABR
Loan or Eurodollar Loan, or with respect to the Unused Commitment Fees
payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Unused
Commitment Fee Rate”, as the case may be, based upon the Borrowing Base Usage
applicable on such date:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Unused
	Borrowing	 	 	 	 	 	Commitment
	Base Usage	 	Eurodollar Spread	 	ABR Spread	 	Fee Rate
	≥ 90%
	 	250 b.p.
	 	162.5 b.p.
	 	50 b.p.






2









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Unused
	Borrowing	 	 	 	 	 	Commitment
	Base Usage	 	Eurodollar Spread	 	ABR Spread	 	Fee Rate
	≥ 75% and < 90%

	 	225 b.p.
	 	137.5 b.p.
	 	37.5 b.p.
	≥ 50% and < 75%

	 	200 b.p.
	 	112.5 b.p.
	 	37.5 b.p.
	< 50%

	 	175 b.p.
	 	87.5 b.p.
	 	37.5 b.p.







     Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next change. Unless an Event
of Default has occurred and is continuing, for purposes of determining the
Applicable Rate hereunder, the calculation of the Borrowing Base Usage shall
be made after subtracting from the Aggregate Credit Exposure the aggregate
amount of cash on deposit in the Cash Collateral Account as a result of the
existence of any Defaulting Lender.




     “Defaulting Lender” means any Lender, as reasonably determined
by the Administrative Agent (and in the case such Lender is also the
Administrative Agent or an Affiliate of the Administrative Agent, the
Required Lenders), that has (a) failed to fund any portion of the Loans or
participations in LC Disbursements required to be funded by it hereunder
within three Business Days of the date required to be funded by it hereunder,
(b) notified the Borrower, the Administrative Agent, the Issuing Bank or any
Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement, (c) otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
three Business Days of the date when due, unless the subject of a good faith
dispute, or (d) (i) become or is insolvent or has a parent company that has
become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding
or appointment or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.




     “LIBO Rate” means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Reuters BBA Libor Rates Page



3









 







3750
(or on any successor or substitute page of such service, or any successor to
or substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, as the rate for dollar deposits
with a maturity comparable to such Interest Period. In the event that such
rate is not available at such time for any reason, then the “LIBO
Rate” with respect to such Eurodollar Borrowing for such Interest Period
shall be the rate at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office
of the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.




     “Secured Parties” means the holders from time to time of the
Obligations and “Secured Party” means any of them.




     2.3 Letters of Credit. Section 2.07(b) of the Credit Agreement shall
be and it hereby is amended in its entirety to read as follows:




     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrower also shall submit a letter of
credit application on the Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal
or extension (i) the LC Exposure shall not exceed $50,000,000 and (ii) the
Aggregate Credit Exposure shall not exceed the Aggregate Commitment.



4









 







Notwithstanding the foregoing, the Issuing Bank shall not at any time be
obligated to issue, amend, renew or extend any Letter of Credit if any Lender
is at such time a Defaulting Lender hereunder, unless (x) the Borrower cash
collateralizes such Defaulting Lender’s portion of the total LC Exposure
(calculated after giving effect to the issuance, amendment, renewal or
extension of such Letter of Credit) in accordance with the procedures set
forth in Section 2.07(j) or (y) the Issuing Bank has entered into
arrangements satisfactory to the Issuing Bank in its sole discretion with the
Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with
respect to such Defaulting Lender’s portion of the total LC Exposure.




     2.4 Letters of Credit. Section 2.07(j) of the Credit Agreement shall
be and it hereby is amended in its entirety to read as follows:




     (j) Cash Collateralization.




          (i) If at any time the Borrower elects to cash collateralize the LC
Exposure of any Defaulting Lender pursuant to Section 2.07(b), the Borrower
shall deposit in an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Lenders (the “Cash
Collateral Account”), an amount in cash equal to such Defaulting Lender’s
portion of the total LC Exposure at such time as calculated pursuant to
clause (x) of Section 2.07(b) (less any amounts already on deposit in such
Cash Collateral Account representing cash collateral for any portion of such
Defaulting Lender’s portion of the total LC Exposure).




          (ii) If any Letter of Credit is outstanding at the time any Lender is a
Defaulting Lender, upon the written request of the Issuing Bank demanding
the deposit of cash collateral pursuant to this paragraph, the Borrower
shall promptly, and in any event within three (3) Business Days after
receipt of such written request, cash collateralize such Defaulting Lender’s
portion of the total LC Exposure at such time by depositing in the Cash
Collateral Account an amount in cash equal to such Defaulting Lender’s
portion of the total LC Exposure at such time (less any amounts already on
deposit in such Cash Collateral Account representing cash collateral for any
portion of such Defaulting Lender’s portion of the total LC Exposure).




          (iii) If any Event of Default shall occur and be continuing, on or
before the fifth (5th) Business Day after the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 66-2/3% of the total LC Exposure) demanding
the deposit of cash collateral pursuant to this paragraph, the Borrower



5









 







shall deposit in the Cash Collateral Account an amount in cash equal to the
total LC Exposure as of such date plus any accrued and unpaid interest
thereon; provided that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h)
or (i) of ARTICLE IX.




          (iv) Deposits in the Cash Collateral Account made pursuant to the
foregoing paragraphs (i), (ii) and (iii) shall be held by the Administrative
Agent as Collateral for the payment and performance of the obligations of
the Borrower under this Agreement. So long as such Defaulting Lender
remains a Defaulting Lender or such Event of Default is continuing, as
applicable, the Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over the Cash
Collateral Account. Other than any interest earned on the investment of
such deposits and interest at the rate per annum in effect for accounts of
the same type maintained with the Administrative Agent at such time, which
investments shall be of the type described in clause (b) of the definition
of Permitted Investments and shall be made by the Administrative Agent in
consultation with the Borrower (unless an Event of Default shall have
occurred and be continuing, in which case, such investments shall be made at
the option and sole discretion of the Administrative Agent) and at the
Borrower’s risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it has
not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Lenders with LC Exposure representing
66-2/3% or more of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement.




          (v) If the Borrower is required to provide an amount of cash collateral
pursuant to paragraphs (i), (ii) or (iii) above, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrower within three (3)
Business Days after (x) in the case of cash collateral provided pursuant to
paragraphs (i) or (ii) above, the applicable Defaulting Lender is no longer a
Defaulting Lender and (y) in the case of cash collateral provided pursuant to
paragraph (iii) above, all Events of Default have been cured or waived. The
Borrower may at any time request confirmation from the Administrative Agent
that a Defaulting
Lender is no longer a Defaulting Lender, and the Administrative Agent
shall promptly confirm such request or provide written confirmation to the



6









 







Borrower that such Lender remains a Defaulting Lender and the basis for such
determination.




     2.5 Fees. Section 2.13(c) of the Credit Agreement shall be and it
hereby is amended in its entirety to read as follows:




     (c) Borrower agrees to pay to the Administrative Agent, for its own
account, (i) fees payable in the amounts and at the times separately agreed
upon among the Borrower, the Administrative Agent and the Arranger pursuant
to the Fee Letter and (ii) fees payable upon any increase in the Aggregate
Commitment pursuant to Section 2.03.




     2.6 Indebtedness. Section 7.01(e) of the Credit Agreement shall be and
it hereby is amended in its entirety to read as follows:




     (e) Indebtedness of the Borrower and the Restricted Subsidiaries
incurred to finance the acquisition, construction or improvement of any fixed
or capital assets, including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a
Lien on any such assets prior to the acquisition thereof, and extensions,
renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i) in the case
of any acquisition, construction or improvement of any fixed or capital
asset, such Indebtedness (other than Capital Lease Obligations) is incurred
prior to or within 90 days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (e) shall not exceed $100,000,000 at
any time outstanding;




     2.7 Financial Covenants. Section 7.11 of the Credit Agreement shall be
and it hereby is amended in its entirety to read as follows:




     (a) Consolidated Current Ratio. The Borrower will not permit
the Consolidated Current Ratio as of the end of any fiscal quarter to be less
than 1.00 to 1.00. Unless an Event of Default has occurred and is continuing,
for purposes of determining the Consolidated Current Ratio as of any date of
determination, the calculation of Consolidated Current Assets shall include
the aggregate amount of cash on deposit in the Cash Collateral Account as of
such date as a result of the existence of any Defaulting Lender.




     (b) Leverage Ratio. The Borrower will not permit the ratio (the
“Leverage Ratio”), determined as of the end of any fiscal quarter, of
(A) Consolidated Funded Indebtedness as of the end of such fiscal quarter,
to (B) Consolidated EBITDAX for the trailing four (4) fiscal quarter
period ending on such date to be greater than 4.0 to 1.0. Unless an Event



7









 







of Default has occurred and is continuing, for purposes of determining the
Leverage Ratio as of any date of determination, the calculation of
Consolidated Funded Indebtedness shall be made by subtracting therefrom the
aggregate amount of cash on deposit in the Cash Collateral Account as of such
date as a result of the existence of any Defaulting Lender.




     2.8 Notices. Clause (i) of Section 11.01(a) of the Credit Agreement
shall be and it hereby is amended in its entirety to read as follows:




          (i) if to the Borrower, to Range Resources Corporation, 100 Throckmorton
Street, Suite 1200, Fort Worth, Texas 76102, Attention: Roger Manny, Chief
Financial Officer, Telecopy No. (817) 810-1921. For purposes of delivering
the documents pursuant to Section 6.01(a), Section 6.01(b) and Section
6.01(d), the website address is www.rangeresources.com;




     2.9 Increase in the Aggregate Commitment. Notwithstanding anything to the
contrary contained in the Credit Agreement and any other Loan Document, effective as of the
Sixth Amendment Effective Date, the Aggregate Commitment shall be $1,250,000,000, and
Schedule 2.01 of the Credit Agreement shall be and it hereby is amended and replaced
in its entirety with Schedule 2.01 attached hereto.



     3. New Lenders and Reallocation of Commitments and Loans. The Lenders party to this
Amendment have agreed among themselves to reallocate their respective Commitments and to, among
other things, allow certain financial institutions identified by J.P. Morgan Securities, Inc., in
its capacity as Lead Arranger, in consultation with the Borrower, to become a party to the Credit
Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate
Commitment, and Administrative Agent and the Borrower hereby consents to such reallocation and each
New Lender’s acquisition of an interest in the Aggregate Commitment. As of the Sixth Amendment
Effective Date and after giving effect to such reallocation of the Aggregate Commitment, the
Commitment of each Lender shall be as set forth on Schedule 2.01 of this Amendment. With
respect to such reallocation, each New Lender shall be deemed to have acquired the Commitment
allocated to it from each of the other Lenders party to this Amendment pursuant to the terms of the
Assignment and Assumption attached as Exhibit A to the Credit Agreement as if such New
Lender and the other Lenders had executed an Assignment and Assumption with respect to such
allocation. The Borrower and Administrative Agent hereby consent to such assignment to the New
Lenders.



     4. Binding Effect. Except to the extent its provisions are specifically amended,
modified or superseded by this Amendment, the Credit Agreement, as amended, and all terms and
provisions thereof shall remain in full force and effect, and the same in all respects are
confirmed and approved by the Borrower, the Guarantors and the Lenders.



     5. Sixth Amendment Effective Date. This Amendment (including the amendments to the
Credit Agreement contained in Section 2 of this Amendment and the assignments and



8









 







reallocations contained in Section 3 of this Amendment) shall be effective upon the
satisfaction of the conditions precedent set forth in Section 6 hereof.



     6. Conditions Precedent. The obligations of Administrative Agent and the Lenders
under this Amendment shall be subject to the following conditions precedent:




          (a) Execution and Delivery. Borrower, each Guarantor, each New Lender and the
other Lenders (or at least the required percentage thereof) shall have executed and
delivered this Amendment and each other required document to Administrative Agent, all in
form and substance satisfactory to the Administrative Agent.




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




          (c) Fees. Borrower, the Administrative Agent and Arranger shall have executed
and delivered the Fee Letter in connection with this Amendment, and the Administrative Agent
and Arranger shall have received all fees payable under such Fee Letter at the time this
Amendment becomes effective.




          (d) Notes. Borrower shall have executed and delivered a promissory note to
each New Lender that has requested a promissory note in accordance with Section
2.10(e) of the Credit Agreement.




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



     7. Representations and Warranties. Each Credit Party hereby represents and warrants
that (a) except to the extent that any such representations and warranties expressly relate to an
earlier date, all of the representations and warranties contained in the Credit Agreement and in
each Loan Document are true and correct as of the date hereof after giving effect to this
Amendment, (b) the execution, delivery and performance by such Credit Party of this Amendment have
been duly authorized by all necessary corporate, limited liability company or partnership action
required on its part, and this Amendment and the Credit Agreement are the legal, valid and binding
obligations of such Credit Party, enforceable against such Credit Party in accordance with their
terms, except as their enforceability may be affected by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors generally, (c) no Default or Event of Default has
occurred and is continuing or will exist after giving effect to this Amendment, and (d) after
giving effect to the increase in the Aggregate Commitment and the assignments and reallocations
contained in Section 3 of this Amendment, the Borrower and its Consolidated Subsidiaries
are in pro forma compliance with each of the financial covenants
set forth in Section 7.11 of the Credit Agreement as of the last day of the most
recently ended fiscal quarter of the Borrower.



9









 





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



     9. 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.
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.



     10. Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and
expenses of special 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.



     11. WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT AND
TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN AND 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 BETWEEN AND AMONG THE PARTIES.



     12. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of Texas.



     13. Guarantors. The Guarantors hereby consent to the execution of this Amendment by
the Borrower and reaffirm their guaranties of all of the obligations of the Borrower to the
Lenders. Borrower and Guarantors acknowledge and agree that the renewal, extension and amendment
of the Credit Agreement shall not be considered a novation of account or new contract but that all
existing rights, titles, powers, and estates in favor of the Lenders constitute valid and existing
obligations in favor of the Lenders. Borrower and Guarantors each confirm and agree that (a)
neither the execution of this Amendment or any other Loan Document nor the consummation of the
transactions described herein and therein shall in any way effect, impair or limit the covenants,
liabilities, obligations and duties of the Borrower and the Guarantors under the Loan Documents,
and (b) the obligations evidenced and secured by the Loan Documents continue in full force and
effect. Each Guarantor hereby further confirms that it unconditionally guarantees to the extent
set forth in the Credit Agreement the due and punctual payment and
performance of any and all amounts and obligations owed to the Lenders under the Credit
Agreement or the other Loan Documents.



10









 





[Remainder of page blank. Signature pages follow]




11









 








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



BORROWER:




	 	 	 	 	 
	 	RANGE RESOURCES CORPORATION

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President 	 
	 	 	 	 
	 



GUARANTORS:




RANGE ENERGY I, INC.

RANGE HOLDCO, INC.

RANGE PRODUCTION COMPANY

GULFSTAR ENERGY, INC.

RANGE ENERGY FINANCE CORPORATION

PMOG HOLDINGS, INC.

PINE MOUNTAIN ACQUISITION, INC.

RANGE RESOURCES — PINE MOUNTAIN, INC.

RANGE OPERATING NEW MEXICO, INC.

RANGE OPERATING TEXAS, L.L.C.

STROUD ENERGY GP, LLC

STROUD ENERGY MANAGEMENT GP, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	         /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive
Vice President of  	 
	 	 	all of the foregoing Credit Parties 	 
	 



Signature Page




 









 








	 	 	 	 	 
	 	RANGE RESOURCES — APPALACHIA, LLC

(f/k/a Great Lakes Energy Partners, L.L.C.)

 	 
	 	By:  	RANGE HOLDCO, INC., Its
member RANGE ENERGY I, INC., Its member
 	 



	 	 	 	 	 
	 	By:  	                                          /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President of 	 
	 	 	each of the foregoing members 	 
	 
	 	RANGE RESOURCES, L.L.C.

 	 
	 	By:  	RANGE PRODUCTION COMPANY,
 Its member
 	 
	 	 	 	 
	 	        RANGE HOLDCO, INC., Its member

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive
Vice President of  	 
	 	 	each of the foregoing members 	 
	 
	 	STROUD ENERGY LP, LLC,

 	 
	 	By:  	Range Operating, Texas, LLC, Its Member
 	 
	 	 	 	 
	 	By:  	               /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President 	 
	 	 	 	 
	 



Signature Page




 









 








	 	 	 	 	 
	 	STROUD ENERGY, LTD.,

 	 
	 	By:  	Stroud Energy Management GP, LLC, Its general partner
 	 
	 	 	 
	 	By:  	               /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President 	 
	 
	 	STROUD OIL PROPERTIES, L.P.,

 	 
	 	By:  	Stroud Energy GP, LLC, Its general partner
 	 
	 	 	 
	 	By:  	         /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President 	 
	 
	 	RANGE TEXAS PRODUCTION, L.L.C.

 	 
	 	By:  	Range Energy I, Inc., Its Member
 	 
	 	 	 
	 	By:  	        /s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President 	 
	 
	 	REVC HOLDCO, LLC



Range Resources Corporation, Its member

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President  	 
	 	 	 	 
	 



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	 	AMERICAN ENERGY SYSTEMS, LLC

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Roger S. Manny, Executive Vice President and 	 
	 	 	Chief Financial Officer 	 
	 



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	 	JPMORGAN CHASE BANK, N.A., (successor by
merger to Bank
One, N.A. (Illinois)), as Administrative
Agent and a
Lender
 	 
	 
	 	By:  	/s/ Elizabeth K. Johnson
 	 
	 	 	Elizabeth K. Johnson, Vice President 	 
	 	 	 	 
	 



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	 	BANK OF SCOTLAND PLC, as a Lender

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	 	Karen Weich, Vice President 	 
	 	 	 	 
	 



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	 	CALYON NEW YORK BRANCH, as a Syndicated

Agent and a Lender

 	 
	 	By:  	/s/ Darrell Stanley
 	 
	 	 	Name:  	Darrell Stanley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



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	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ Dorothy Marchand
 	 
	 	 	Name:  	Dorothy Marchand 	 
	 	 	Title:  	Senior Vice President 	 
	 



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

Agent and a Lender

 	 
	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	 	Name:  	Jeffrey H. Rathkamp 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	FORTIS CAPITAL CORP., as a
Documentation Agent
 and a
Lender

 	 
	 	By:  	/s/ Michele Jones
 	 
	 	 	Name:  	Michele Jones 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Ilene Fowler
 	 
	 	 	Name:  	Ilene Fowler 	 
	 	 	Title:  	Director 	 
	 



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	 	NATIXIS (formerly Natexis Banques Populaires), as a

Lender

 	 
	 	By:  	/s/ Donovan Broussard
 	 
	 	 	Name:  	Donovan C. Broussard 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Liana Tchernysheva
 	 
	 	 	Name:  	Liana Tchernysheva 	 
	 	 	Title:  	Director 	 
	 



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	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Rebecca L. Wilson
 	 
	 	 	Name:  	Rebecca L. Wilson 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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

 	 
	 	By:  	/s/ Matthew L. Molero
 	 
	 	 	Name:  	Matthew L. Molero 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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

 	 
	 	By:  	/s/ W. Bryan Chapman
 	 
	 	 	Name:  	W. Bryan Chapman 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	BMO CAPITAL MARKETS FINANCING, INC.

(f/k/a HARRIS NESBITT FINANCING, INC.),

as a Syndication Agent and a Lender

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 



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	 	KEY BANK, as a Lender

 	 
	 	By:  	
/s/ Todd Coker
 	 
	 	 	Name:  	Todd Coker 	 
	 	 	Title:  	AVP 	 
	 



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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Shannan Townsend
 	 
	 	 	Name:  	Shannan Townsend 	 
	 	 	Title:  	Director 	 
	 



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	 	UNION BANK OF CALIFORNIA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                                          /s/ Whitney Randolph
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ David G. Mills
 	 
	 	 	Name:  	David G. Mills 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ John S. Warren
 	 
	 	 	Name:  	John S. Warren 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/ Jim Reilly
 	 
	 	 	Name:  	Jim Reilly 	 
	 	 	Title:  	Vice President 	 
	 



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	 	CREDIT SUISSE, Cayman Islands Branch,

as a Lender

 	 
	 	By:  	/s/ Vanessa Gomez
 	 
	 	 	Name:  	Vanessa Gomez 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 
	 



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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Yann Pirio
 	 
	 	 	Name:  	Yann Pirio 	 
	 	 	Title:  	Director 	 
	 



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	 	SOCIÉTÉ GÉNÉRALE, as a Lender

 	 
	 	By:  	/s/ Stephen W. Warfel
 	 
	 	 	Name:  	Stephen W. Warfel 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Name:  	Daria Mahoney 	 
	 	 	Title:  	Vice President 	 
	 



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	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Name:  	Dusan Lazarov 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Vice President 	 
	 



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	 	STERLING BANK, as a Lender

 	 
	 	By:  	/s/ Jeff Forbis
 	 
	 	 	Name:  	Jeff Forbis 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	/s/ Douglas Bernegger
 	 
	 	 	Name:  	Douglas Bernegger 	 
	 	 	Title:  	Director 	 
	 



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	 	ROYAL BANK OF CANADA,

as a Lender

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 




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	 	BANK OF TEXAS, N.A.,

as a Lender

 	 
	 	By:  	/s/ Jeff Olmstead
 	 
	 	 	Name:  	Jeff Olmstead 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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Schedule 2.01




APPLICABLE PERCENTAGES AND COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	 	 
	Lender	 	Title	 	Percentage	 	 	      Commitment      	 
	JPMorgan Chase Bank , N.A.
	 	Administrative Agent	 	 	4.9821432	%	 	$	62,276,790.30	 
	BMO Capital Markets Financing,
Inc., (f/k/a Harris Nesbitt
Financing, Inc.)
	 	Syndication Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Bank of America, N.A.
	 	Documentation Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Calyon New York Branch
	 	Syndicated Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Fortis Capital Corp.
	 	Documentation Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Suntrust Bank
	 	 	 	 	 	 	4.9778824	%	 	$	62,223,529.41	 
	Union Bank of California, N.A.
	 	Co-Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Wachovia Bank, National Association
	 	Co-Agent	 	 	4.9778824	%	 	$	62,223,529.41	 
	Comerica Bank
	 	Co-Agent	 	 	4.4230477	%	 	$	55,288,096.78	 
	Royal Bank of Canada
	 	 	 	 	 	 	4.4230477	%	 	$	55,288,096.78	 
	The Bank of Nova Scotia
	 	Co-Agent	 	 	4.4230477	%	 	$	55,288,096.78	 
	Bank of Scotland
	 	Agent	 	 	4.0500000	%	 	$	50,625,000.00	 
	Deutsche Bank Trust Company Americas
	 	Co-Agent	 	 	3.8682131	%	 	$	48,352,664.14	 
	Key Bank
	 	Co-Agent	 	 	3.8682131	%	 	$	48,352,664.14	 
	US Bank, National Association
	 	 	 	 	 	 	3.8682131	%	 	$	48,352,664.14	 
	Natixis (formerly Natexis Banques
Populaires)
	 	Co-Agent	 	 	3.3021739	%	 	$	41,277,173.91	 
	Société Générale
	 	 	 	 	 	 	3.3021739	%	 	$	41,277,173.91	 
	Compass Bank
	 	 	 	 	 	 	3.1258288	%	 	$	39,072,859.91	 
	Credit Suisse, Cayman Islands Branch
	 	 	 	 	 	 	3.1258288	%	 	$	39,072,859.91	 
	Amegy Bank N.A. (f/k/a Southwest
Bank of Texas N.A.)
	 	 	 	 	 	 	2.7351002	%	 	$	34,188,752.42	 
	Barclays Bank PLC
	 	 	 	 	 	 	2.7351002	%	 	$	34,188,752.42	 
	Capital One, N.A. (f/k/a Hibernia
National Bank)
	 	 	 	 	 	 	2.7351002	%	 	$	34,188,752.42	 
	Citibank, N.A.
	 	Co-Agent	 	 	2.7351002	%	 	$	34,188,752.42	 
	The Frost National Bank
	 	 	 	 	 	 	2.7351002	%	 	$	34,188,752.42	 
	Bank of Texas, N.A.
	 	 	 	 	 	 	2.3586957	%	 	$	29,483,695.65	 




Schedule 2.01




 









 






Schedule 2.01







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	 	 
	Lender	 	            Title            	 	 	Percentage	 	 	Commitment	 
	Sterling Bank
	 	 	 	 	 	 	2.3586957	%	 	$	29,483,695.65	 
	TOTAL
	 	 	 	 	 	 	100.00	%	 	$	1,250,000,000.00	 




Schedule 2.01