exv10w1



 






EXHIBIT 10.1




SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT




      This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred
to as the “Amendment”) executed as of the 2nd day of March, 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 permit the Company to incur up to $175,000,000 in aggregate principal amount of
additional subordinated indebtedness; and Agent and the Lenders have agreed to do so on the terms
and conditions hereinafter set forth; and



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


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




      1.1 Amended Definitions. The following definition set forth in Section 1 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as follows:




Junior Securities means, collectively, the Senior Subordinated Notes and the
agreements, indentures, notes, instruments and securities evidencing any other Subordinated
Debt.



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



 








 




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




Second Amendment means that certain Second Amendment to Second Amended and Restated
Credit Agreement, dated March 2, 2005, by and among the Borrowers, Agent and the Lenders.




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




Subordinated
Debt means, collectively, (i) the Senior Subordinated Notes outstanding as of
the Second Amendment Effective Date, and (ii) unsecured Debt incurred after the Second
Amendment Effective Date and prior to April 1, 2005, that has a scheduled maturity no
earlier than six months after the Maturity Date and no later than ten years after the date
such Debt is incurred and is otherwise incurred on substantially the same terms and
conditions, including the subordination terms, as the Senior Subordinated Notes.



      1.3 Deleted Definitions. The definitions of “Convertible Subordinated Debentures”
and “Convertible Preferred Stock” shall be and they hereby are deleted in their entirety from
Section 1.1 of the Credit Agreement.



      1.4 Modification of Permitted Debt. Clauses (vi) and (vii) of Section 13(e) of the
Credit Agreement shall be and they hereby are amended in their entirety to read as follows:




     (vi) Reserved;




     (vii) Subordinated Debt; provided, that the aggregate outstanding principal
amount of such Debt does not exceed $375,000,000 at any time.



      1.5 Modification of Restricted Payments. Clause (i) of Section 13(f) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:




     (i) Reserved;



      1.6 Modification Regarding Preferred Stock. Section 13(m) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:




     (m) Issuance of Preferred Stock. Except as otherwise permitted with the prior
written consent of the Required Lenders, the Company shall not issue any Disqualified
Stock after the Effective Date.



      1.7 Modification of Junior Securities. Section 13(p) of the Credit Agreement shall
be and it hereby is amended in its entirety to read as follows:




     (p)
Modifications of Junior Securities. Until all of the Obligations under the
Notes, this



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



 








 




Agreement, the other Loan Documents and the Rate Management Transactions have been paid
in full in cash and all Commitments have terminated, neither the Company nor any of its
Subsidiaries will, without the prior written consent of Agent and the Required Lenders,
agree to any amendment, modification or supplement to any of the Junior Securities or any
indenture, agreement, document or instrument evidencing or relating to the Junior Securities
the effect of which is to (a) increase the maximum principal amount of the Junior Securities
(other than increases in the principal amount of Subordinated Debt permitted under clause
(vii) of Section 13(e)) or the rate of interest on any of the Junior Securities (other than
as a result of the imposition of a default rate of interest in accordance with the terms of
the Junior Securities), (b) change or add any event of default or any covenant with respect
to the Junior Securities if the effect of such change or addition is to cause any one or
more of the Junior Securities to be more restrictive on the Company or any of its
Subsidiaries than such Junior Securities were prior to such change or addition, (c) change
the dates upon which payments of principal or interest on the Junior Securities are due, if
the effect of such change is to cause any such payments to be due earlier or more frequently
than such payments are due as of the date hereof, (d) change any redemption or prepayment
provisions of the Junior Securities if the effect of such change is to require any such
redemption or prepayment to be made prior to the dates required as of the date hereof, (e)
alter the subordination provisions, if any, with respect to any of the Junior Securities, or
(f) grant any Liens in any assets of the Company or any of its
Subsidiaries.


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




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



      2.2 Representations and Warranties. The representations and warranties of each
Borrower under this Amendment are true and correct in all material respects as of such date,
as if
then made (except to the extent that such representations and warranties relate solely to an
earlier
date).



      2.3 No Event of Default. No Event of Default shall have occurred and be continuing
nor shall any event have occurred or failed to occur which, with the passage of time or
service of
notice, or both, would constitute an Event of Default.



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



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



 








 




      2.5 Legal Matters Satisfactory. All legal matters incident to the consummation of the
transactions contemplated hereby shall be reasonably satisfactory to special counsel for the Agent
retained at the expense of the Borrowers.


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




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



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



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



      3.4 Convertible Subordinated Debentures and Convertible Preferred Stock. As
of the date hereof, (i) all of the outstanding Convertible Subordinated Debentures have been
purchased or redeemed by the Company and cancelled and none of the Convertible Subordinated
Debentures are outstanding and (ii) all of the issued and outstanding shares of Convertible
Preferred Stock have been converted into common stock of the Company and no shares of Convertible
Preferred Stock are outstanding.


SECTION 4. Miscellaneous.




      4.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the
Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in
full force and effect. Each Borrower hereby agrees that the amendments and modifications herein
contained shall in no manner affect or impair the liabilities, duties and obligations of such
Borrower or any Guarantor under the Credit Agreement and the other Loan Documents or the Liens
securing the payment and performance thereof.



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



 








 




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



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



      4.4 Counterparts. This Amendment may be executed in one or more counterparts
and by different parties hereto in separate counterparts each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but
one
and the same instrument; signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically attached to
the same
document. However, this Amendment shall bind no party until the Borrowers, the Lenders, and
the Agent have executed a counterpart. Delivery of photocopies of the signature pages to
this
Amendment by facsimile or electronic mail shall be effective as delivery of manually executed
counterparts of this Amendment.



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



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



[Signature Pages Follow]




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



 








 




      IN WITNESS WHEREOF, the parties have caused this Second 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 	 
	 




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




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




 








 





	 	 	 	 	 
	 	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 	 
	 




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



Second Amendment to Second Amended and Restated Credit Agreement — Consent and Reaffirmation — Signature Page