exv10w1






Exhibit 10.1




 





FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




dated as of



February 18, 2011



among



RANGE RESOURCES CORPORATION,

as Borrower



CERTAIN SUBSIDIARIES OF BORROWER,

as Guarantors



The Lenders Party Hereto



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



and



J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner and Co-Lead Arranger



and



RBC CAPITAL MARKETS,

as Co-Lead Arranger



$2,000,000,000 Senior Secured Credit Facility



 








 










 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Defined Terms
	 	 	1	 
	Section 1.02. Types of Loans and Borrowings
	 	 	27	 
	Section 1.03. Terms Generally
	 	 	28	 
	Section 1.04. Accounting Terms; GAAP
	 	 	28	 
	Section 1.05. Oil and Gas Definitions
	 	 	28	 
	Section 1.06. Time of Day
	 	 	28	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	29	 
	 
	 	 	 	 
	Section 2.01. Commitments
	 	 	29	 
	Section 2.02. Termination and Reduction of the Aggregate Commitment
	 	 	29	 
	Section 2.03. Additional Lenders; Increases in the Aggregate Commitment
	 	 	29	 
	Section 2.04. Loans and Borrowings
	 	 	30	 
	Section 2.05. Requests for Borrowings
	 	 	31	 
	Section 2.06. Reserved
	 	 	32	 
	Section 2.07. Letters of Credit
	 	 	32	 
	Section 2.08. Funding of Borrowings
	 	 	36	 
	Section 2.09. Interest Elections
	 	 	37	 
	Section 2.10. Repayment of Loans; Evidence of Debt
	 	 	38	 
	Section 2.11. Optional Prepayment of Loans
	 	 	39	 
	Section 2.12. Mandatory Prepayment of Loans
	 	 	39	 
	Section 2.13. Fees
	 	 	40	 
	Section 2.14. Interest
	 	 	41	 
	Section 2.15. Alternate Rate of Interest
	 	 	42	 
	Section 2.16. Increased Costs
	 	 	42	 
	Section 2.17. Break Funding Payments
	 	 	43	 
	Section 2.18. Taxes
	 	 	44	 
	Section 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	46	 
	Section 2.20. Mitigation Obligations; Replacement of Lenders
	 	 	48	 
	Section 2.21. Defaulting Lenders
	 	 	49	 
	 
	 	 	 	 
	ARTICLE III BORROWING BASE
	 	 	51	 
	 
	 	 	 	 
	Section 3.01. Reserve Report; Proposed Borrowing Base
	 	 	51	 
	Section 3.02. Scheduled Redeterminations of the Borrowing Base; Procedures and
Standards
	 	 	51	 
	Section 3.03. Special Redeterminations
	 	 	52	 
	Section 3.04. Notice of Redetermination
	 	 	53	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	53	 
	 
	 	 	 	 
	Section 4.01. Organization; Powers
	 	 	53	 
	Section 4.02. Authorization; Enforceability
	 	 	53	 






Range Resources Credit Agreement





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	 	 	Page	 
	Section 4.03. Governmental Approvals; No Conflicts
	 	 	53	 
	Section 4.04. Financial Condition; No Material Adverse Change
	 	 	53	 
	Section 4.05. Properties; Mortgaged Properties
	 	 	54	 
	Section 4.06. Litigation and Environmental Matters
	 	 	54	 
	Section 4.07. Compliance with Laws and Agreements
	 	 	55	 
	Section 4.08. Investment Company Status
	 	 	55	 
	Section 4.09. Taxes
	 	 	55	 
	Section 4.10. ERISA
	 	 	55	 
	Section 4.11. Disclosure
	 	 	55	 
	Section 4.12. Labor Matters
	 	 	56	 
	Section 4.13. Capitalization and Credit Party Information
	 	 	56	 
	Section 4.14. Margin Stock
	 	 	56	 
	Section 4.15. Oil and Gas Interests
	 	 	56	 
	Section 4.16. Insurance
	 	 	57	 
	Section 4.17. Solvency
	 	 	57	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS
	 	 	57	 
	 
	 	 	 	 
	Section 5.01. Effective Date
	 	 	57	 
	Section 5.02. Each Credit Event
	 	 	60	 
	 
	 	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	60	 
	 
	 	 	 	 
	Section 6.01. Financial Statements; Other Information
	 	 	60	 
	Section 6.02. Notices of Material Events
	 	 	63	 
	Section 6.03. Existence; Conduct of Business
	 	 	63	 
	Section 6.04. Payment of Obligations
	 	 	63	 
	Section 6.05. Maintenance of Properties; Insurance
	 	 	64	 
	Section 6.06. Books and Records; Inspection Rights
	 	 	64	 
	Section 6.07. Compliance with Laws
	 	 	64	 
	Section 6.08. Use of Proceeds and Letters of Credit
	 	 	64	 
	Section 6.09. Mortgages
	 	 	65	 
	Section 6.10. Title Data
	 	 	65	 
	Section 6.11. Swap Agreements
	 	 	65	 
	Section 6.12. Operation of Oil and Gas Interests
	 	 	66	 
	Section 6.13. Restricted Subsidiaries
	 	 	66	 
	Section 6.14. Pledged Equity Interests
	 	 	66	 
	Section 6.15. Further Assurances
	 	 	67	 
	 
	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	67	 
	 
	 	 	 	 
	Section 7.01. Indebtedness
	 	 	67	 
	Section 7.02. Liens
	 	 	68	 
	Section 7.03. Fundamental Changes
	 	 	69	 
	Section 7.04. Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	71	 
	Section 7.05. Swap Agreements
	 	 	72	 
	Section 7.06. Restricted Payments
	 	 	73	 
	Section 7.07. Transactions with Affiliates
	 	 	73	 
	Section 7.08. Restrictive Agreements
	 	 	73	 






Range Resources Credit Agreement





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	 	 	Page	 
	Section 7.09. Disqualified Stock
	 	 	74	 
	Section 7.10. Amendments to Organizational Documents
	 	 	74	 
	Section 7.11. Financial Covenants
	 	 	74	 
	Section 7.12. Sale and Leaseback Transactions and other Liabilities
	 	 	74	 
	 
	 	 	 	 
	ARTICLE VIII GUARANTEE OF OBLIGATIONS
	 	 	75	 
	 
	 	 	 	 
	Section 8.01. Guarantee of Payment
	 	 	75	 
	Section 8.02. Guarantee Absolute
	 	 	75	 
	Section 8.03. Guarantee Irrevocable
	 	 	76	 
	Section 8.04. Reinstatement
	 	 	76	 
	Section 8.05. Subrogation
	 	 	76	 
	Section 8.06. Subordination
	 	 	76	 
	Section 8.07. Payments Generally
	 	 	77	 
	Section 8.08. Setoff
	 	 	77	 
	Section 8.09. Formalities
	 	 	77	 
	Section 8.10. Limitations on Guarantee
	 	 	77	 
	 
	 	 	 	 
	ARTICLE IX EVENTS OF DEFAULT
	 	 	78	 
	 
	 	 	 	 
	ARTICLE X THE ADMINISTRATIVE AGENT
	 	 	80	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	82	 
	 
	 	 	 	 
	Section 11.01. Notices
	 	 	82	 
	Section 11.02. Waivers; Amendments
	 	 	83	 
	Section 11.03. Expenses; Indemnity; Damage Waiver
	 	 	85	 
	Section 11.04. Successors and Assigns
	 	 	86	 
	Section 11.05. Survival
	 	 	89	 
	Section 11.06. Counterparts; Integration; Effectiveness
	 	 	90	 
	Section 11.07. Severability
	 	 	90	 
	Section 11.08. Right of Setoff
	 	 	90	 
	Section 11.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	 	 	91	 
	Section 11.10. WAIVER OF JURY TRIAL
	 	 	91	 
	Section 11.11. Headings
	 	 	92	 
	Section 11.12. Confidentiality
	 	 	92	 
	Section 11.13. Interest Rate Limitation
	 	 	92	 
	Section 11.14. USA PATRIOT Act
	 	 	93	 
	Section 11.15. Original Credit Agreement
	 	 	93	 
	Section 11.16. Reaffirmation and Grant of Security Interest
	 	 	93	 
	Section 11.17. Reallocation of Commitments and Loans
	 	 	94	 






Range Resources Credit Agreement





iii









 







SCHEDULES:




	 	 	 	 	 

	Schedule 1.01

	 	—
	 	Existing Letters of Credit
	Schedule 2.01

	 	—
	 	Applicable Percentages and Commitments
	Schedule 4.06

	 	—
	 	Disclosed Matters
	Schedule 4.13

	 	—
	 	Capitalization and Credit Party Information
	Schedule 7.01

	 	—
	 	Existing Indebtedness
	Schedule 7.02

	 	—
	 	Existing Liens
	Schedule 7.04

	 	—
	 	Existing Investments
	Schedule 7.07

	 	—
	 	Transactions with Affiliates
	Schedule 7.08

	 	—
	 	Existing Restrictions





EXHIBITS:




	 	 	 	 	 

	Exhibit A

	 	—
	 	Form of Assignment and Assumption
	Exhibit B

	 	—
	 	Form of Opinion of Borrower’s Counsel
	Exhibit C

	 	—
	 	Form of Counterpart Agreement
	Exhibit D

	 	—
	 	Form of Revolving Note
	Exhibit E

	 	—
	 	Form of Lender Certificate





Range Resources Credit Agreement




i











 





FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 18, 2011, among RANGE
RESOURCES CORPORATION, a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as
Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.



RECITALS



     WHEREAS, the Borrower, certain Subsidiaries of the Borrower, certain of the Lenders and
JPMorgan Chase Bank, N.A., as administrative agent, have entered into that certain Third Amended
and Restated Credit Agreement, dated as of October 25, 2006 (as amended, supplemented or otherwise
modified from time to time prior to the Effective Date, the “Original Credit Agreement”),
pursuant to which the lenders party thereto agreed to provide the Borrower with a revolving credit
facility in the form and upon the terms and conditions set forth therein;



     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend and
restate the Original Credit Agreement in its entirety, and the Administrative Agent and the Lenders
have agreed to do so upon the terms and conditions set forth herein; and



     WHEREAS, it is the intent of the parties hereto that this Agreement shall not constitute a
novation of the obligations and liabilities existing under the Original Credit Agreement or
constitute repayment of any such obligations and liabilities and that this Agreement shall amend
and restate the Original Credit Agreement in its entirety.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereto hereby agree that the Original Credit Agreement is hereby amended and restated in
its entirety to read as set forth herein:



Article I




Definitions



     Section 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “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 LMIR.



     “Acquisition” means, the acquisition by the Borrower or any Restricted Subsidiary,
whether by purchase, merger (and, in the case of a merger with any such Person, with such Person
being the surviving corporation) or otherwise, of all or substantially all of the Equity Interest
of, or the business, property or fixed assets of or business line or unit or a division of,



Range Resources Credit Agreement — Page 1









 





any other Person primarily engaged in the business of producing oil or natural gas or the
acquisition by the Borrower or any Restricted Subsidiary of property or assets consisting of Oil
and Gas Interests.




     “Adjusted LIBO Rate” means, 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
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



     “Administrative Agent” means JPMorgan Chase Bank, in its capacity as contractual
representative of the Lenders hereunder pursuant to Article X and not in its individual capacity as
a Lender, and any successor agent appointed pursuant to Article X.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Advance Payment Contract” means any contract whereby any Credit Party either (a)
receives or becomes entitled to receive (either directly or indirectly) any payment (an
“Advance Payment”) to be applied toward payment of the purchase price of Hydrocarbons
produced or to be produced from Oil and Gas Interests owned by any Credit Party and which Advance
Payment is, or is to be, paid in advance of actual delivery of such production to or for the
account of the purchaser regardless of such production including any volumetric production
payments, or (b) grants an option or right of refusal to the purchaser to take delivery of such
production in lieu of payment, and, in either of the foregoing instances, the Advance Payment is,
or is to be, applied as payment in full for such production when sold and delivered or is, or is to
be, applied as payment for a portion only of the purchase price thereof or of a percentage or share
of such production; provided that inclusion of the standard “take or pay” provision in any
gas sales or purchase contract or any other similar contract shall not, in and of itself,
constitute such contract as an Advance Payment Contract for the purposes hereof.



     “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Agent” has the meaning assigned to such term in Article X.



     “Aggregate Commitment” means, at any time, the sum of the Commitments of all the
Lenders at such time, as such amount may be reduced or increased from time to time pursuant to
Section 2.02 and Section 2.03; provided that such amount shall not at any time exceed the
lesser of (a) the Borrowing Base then in effect and (b) the Maximum Facility Amount. As of the
Closing Date, the Aggregate Commitment is $1,500,000,000.



     “Aggregate Credit Exposure” means, as of any date of determination, the aggregate
amount of the Credit Exposure of all of the Lenders as of such date.



     “Agreement” means this Fourth Amended and Restated Credit Agreement, dated as of
February 18, 2011, as it may be amended, supplemented or otherwise modified from time to time.



Range Resources Credit Agreement — Page 2









 





     “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, (b) the Federal Funds Effective Rate in effect on such
day plus one-half of one percent ( 1/2 of 1%) and (c) the LMIR on such day plus 1.00%. Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
LMIR shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the LMIR, respectively.



     “Applicable Percentage” means, with respect to any Lender at any time, the percentage
of the Aggregate Commitment represented by such Lender’s Commitment at such time; provided
that in the case of Section 2.21 only, when a Defaulting Lender exists, “Applicable
Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. The initial amount of each Lender’s
Applicable Percentage is as set forth on Schedule 2.01. If the Aggregate Commitment has terminated
or expired, the Applicable Percentage of any Lender shall be determined based upon the Aggregate
Commitment most recently in effect, giving effect to any assignments and to any Lender’s status as
a Defaulting Lender at the time of determination.



     “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.	 	 	 	150 b.p.	 	 	 	50.0 b.p.	 
	≥ 80% and < 90%
	 	 	225 b.p.	 	 	 	125 b.p.	 	 	 	50.0 b.p.	 
	≥ 60% and < 80%
	 	 	200 b.p.	 	 	 	100 b.p.	 	 	 	50.0 b.p.	 
	≥ 30% and < 60%
	 	 	175 b.p.	 	 	 	75 b.p.	 	 	 	37.5 b.p.	 
	< 30%
	 	 	150 b.p.	 	 	 	50 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.




     “Approved Counterparty” means, at any time and from time to time, (i) any Person
engaged in the business of writing Swap Agreements for commodity, interest rate or currency risk
that is acceptable to the Administrative Agent and has (or the credit support provider of such
Person has), at the time Borrower or any Restricted Subsidiary enters into a Swap Agreement with
such Person, a long term senior unsecured debt credit rating of BBB+ or better from S&P or Baa1 or
better from Moody’s or (ii) any Lender Counterparty.



     “Approved Fund” has the meaning assigned to such term in Section 11.04.



Range Resources Credit Agreement — Page 3









 





     “Approved Petroleum Engineer” means DeGolyer and MacNaughton, H.J. Gruy and
Associates, Inc., Wright and Company, Inc., or one or more other reputable firms of independent
petroleum engineers selected by the Borrower and approved by the Administrative Agent, which
approval shall not be unreasonably withheld or delayed.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.



     “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Aggregate Commitment.



     “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such
Person with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts
or agreements made by such Person.



     “Barnett Shale Properties” means, at any time, the Oil and Gas Interests owned by the
Credit Parties and located in the Bend Arch-Forth Worth Basin in the geological formation generally
referred to as the Barnett Shale.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



     “Borrower” means Range Resources Corporation, a Delaware corporation, and its
successors and permitted assigns.



     “Borrower Materials” has the meaning assigned to such term in Section 6.01.



     “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.



     “Borrowing Base” means, at any time an amount equal to the amount determined in
accordance with Section 3.01, as the same may be redetermined, adjusted or reduced from time to
time pursuant to Section 3.02 and Section 3.03.



     “Borrowing Base Deficiency” means, as of any date, the amount, if any, by which the
Aggregate Credit Exposure on such date exceeds the Borrowing Base in effect on such date;



Range Resources Credit Agreement — Page 4









 




provided, that, for purposes of determining the existence and amount of any Borrowing
Base Deficiency, obligations under any Letter of Credit will not be deemed to be outstanding to the
extent such obligations are secured by cash in the manner contemplated by Section 2.07(j).




     “Borrowing Base Properties” means all Oil and Gas Interests included in the Reserve
Report of the Borrower and the Restricted Subsidiaries and evaluated by the Lenders for purposes of
establishing the Borrowing Base; provided that without limiting the generality of the
foregoing and for the avoidance of doubt, as of the Effective Date, the Barnett Shale Properties
shall not constitute Borrowing Base Properties.



     “Borrowing Base Usage” means, as of any date and for all purposes, the quotient,
expressed as a percentage, of (a) the sum of (i) the Aggregate Credit Exposure as of such date
minus (ii) unless an Event of Default has occurred and is continuing, 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, divided by (b) the Borrowing Base as of such date.



     “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.05.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in Chicago, Illinois or Dallas, Texas are authorized or required by law to remain
closed; provided that, when used in connection with a Eurodollar Loan or to determine LMIR,
the term “Business Day” shall also exclude any day on which banks are not open for dealings
in dollar deposits in the London interbank market.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP;
provided that obligations with respect to usual and customary oil, gas and mineral leases
shall not be included as Capital Lease Obligations.



     “Cash Collateral Account” means a deposit account with, and in the name of, the
Administrative Agent, for the benefit of the Secured Parties, established and maintained for the
deposit of cash collateral required under or in connection with this Agreement and the other Loan
Documents.



     “Cash Management Obligations” means, with respect to any Credit Party, any obligations
of such Credit Party owed to any Lender (or any Affiliate of any Lender) in respect of treasury
management arrangements, depositary or other cash management services.



     “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.16(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any



Range Resources Credit Agreement — Page 5









 




Governmental Authority made or issued after the date of this Agreement; provided that
notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.




     “Change of Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
Effective Date) of Equity Interests representing more than 40% of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests of Borrower; or (b) occupation of
a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons
who were neither (i) nominated by the board of directors of Borrower nor (ii) appointed by
directors so nominated. For the purposes of this definition, a Person or group shall not be deemed
to have beneficial ownership of Equity Interests subject to a purchase agreement, merger agreement
or similar agreement until the consummation of the transactions contemplated by such agreement.



     “Charges” has the meaning assigned to such term in Section 11.13.



     “Co-Agent” means, so long as each such Person is a Lender, each Person identified as
such on Schedule 2.01.



     “Co-Documentation Agent” means, so long as each such Person is a Lender, each Person
identified as such on Schedule 2.01.



     “Co-Lead Arranger” means each of J.P. Morgan Securities LLC and RBC Capital Markets (a
division of Royal Bank of Canada), in its respective capacity as a co-lead arranger.



     “Co-Syndication Agent” means, so long as each such Person is a Lender, each Person
identified as such on Schedule 2.01.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” means all assets, whether now owned or hereafter acquired by Borrower or
any other Credit Party, in which a Lien is granted or purported to be granted to any Secured Party
as security for any Obligation, including, until such time as the Barnett Shale Properties are
Disposed of in accordance with Section 7.03(a)(viii), the Barnett Shale Properties subject to a
Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Effective
Date.



     “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Loans and to acquire participations in Letters of Credit hereunder, in an aggregate principal
amount at any one time not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01, or in the Assignment and Assumption Agreement or Lender Certificate pursuant to which such
Lender shall have assumed or agreed to provide its Commitment, as applicable, as such Commitment
may be terminated and/or reduced or increased from time to time in accordance with the provisions
hereof.



Range Resources Credit Agreement — Page 6









 





     “Consolidated Current Assets” means, as of any date of determination, the total of (a)
the consolidated current assets of the Borrower and the Consolidated Subsidiaries determined in
accordance with GAAP as of such date, plus, (b) all Unused Commitments as of such date
(assuming that for purposes of this clause (b) only, when calculating the Unused Commitments as of
any date of determination, each Lender’s Commitment shall equal such Lender’s Applicable Percentage
of the Borrowing Base then in effect), plus (c) unless an Event of Default has occurred and
is continuing, 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, less (d) any unrealized gains
on derivative instruments prior to maturity or termination thereof required to be included in
consolidated current assets of the Borrower and the Consolidated Subsidiaries as a result of the
application of Accounting Standards Codification Section 815-10 (as successor to FASB Statement
133) as of such date.



     “Consolidated Current Liabilities” means, as of any date of determination, the total
of (a) consolidated current liabilities of the Borrower and the Consolidated Subsidiaries, as
determined in accordance with GAAP as of such date, less (b) current maturities of the
Loans and the Senior Notes, less (c) any unrealized liabilities on derivative instruments
prior to maturity or termination thereof required to be included in consolidated current
liabilities of the Borrower and the Consolidated Subsidiaries as a result of the application of
Accounting Standards Codification Section 815-10 (as successor to FASB Statement 133) as of such
date.



     “Consolidated Current Ratio” means, as of any date of determination, the ratio of
Consolidated Current Assets to Consolidated Current Liabilities as of such date.



     “Consolidated EBITDAX” means, with respect to the Borrower and its Consolidated
Subsidiaries for any period, Consolidated Net Income for such period; plus, without
duplication and to the extent deducted in the calculation of Consolidated Net Income for such
period, the sum of (a) income or franchise Taxes paid or accrued; (b) Consolidated Interest
Expense; (c) amortization, depletion and depreciation expense; (d) any non-cash losses or charges
resulting from the application of Accounting Standards Codification Sections 718-10, 815-10 and
410-20 (as successors to FASB Statement 123, 133 or 143) for that period; (e) oil and gas
exploration expenses (including all drilling, completion, geological and geophysical costs) for
such period; (f) losses from sales or other dispositions of assets (other than Hydrocarbons
produced in the ordinary course of business) and other extraordinary or non-recurring losses; (g)
cash payments made during such period as a result of the early termination of any Swap Agreement
(giving effect to any netting agreements); and (h) other non-cash charges (excluding accruals for
cash expenses made in the ordinary course of business); minus, to the extent included in
the calculation of Consolidated Net Income for such period; (j) the sum of (i) any non-cash gains
resulting from the application of Accounting Standards Codification Sections 718-10, 815-10 and
410-20 (as successors to FASB Statement 123, 133 or 143) for that period; (ii) extraordinary or
non-recurring gains; and (iii) gains from sales or other dispositions of assets (other than
Hydrocarbons produced in the ordinary course of business); provided that, with respect to
the determination of Borrower’s compliance with the Consolidated Leverage Ratio set forth in
Section 7.11(b) for any period, Consolidated EBITDAX shall be adjusted to give effect, on a pro
forma basis, to any Acquisitions made during such period as if such Acquisitions were made at the
beginning of such period.



Range Resources Credit Agreement — Page 7









 





     “Consolidated Funded Indebtedness” means, as of any date and without duplication,
Indebtedness of the Borrower and the Restricted Subsidiaries of the type described in clauses (a,
excluding Indebtedness consisting of deposits and advances), (b), (c), (e), (g, to the extent any
such Guarantees are Guarantees of Indebtedness that is otherwise Consolidated Funded Indebtedness)
or (h) of the definition of Indebtedness.



     “Consolidated Interest Expense” means for any period, without duplication, the
aggregate of all interest paid or accrued by the Borrower and its Consolidated Subsidiaries, on a
consolidated basis, in respect of Indebtedness of any such Person, including all interest, fees and
costs payable with respect to the obligations related to such Indebtedness (other than fees and
costs which may be capitalized as transaction costs in accordance with GAAP) and the interest
component of Capital Lease Obligations, all as determined in accordance with GAAP.



     “Consolidated Leverage Ratio” has the meaning assigned to such term in Section
7.11(b).



     “Consolidated Net Income” means for any period, the consolidated net income (or loss)
of the Borrower and its Consolidated Subsidiaries, as applicable, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower, or is
merged into or consolidated with the Borrower or any of its Consolidated Subsidiaries, as
applicable, (b) the income (or deficit) of any Person in which any other Person (other than the
Borrower or any of its Restricted Subsidiaries) has an Equity Interest, except to the extent of the
amount of dividends and other distributions actually paid to the Borrower or any of its Restricted
Subsidiaries during such period and (c) the undistributed earnings of any Restricted Subsidiary, to
the extent that the declaration or payment of dividends or similar distributions by such Restricted
Subsidiary is not at the time permitted by the terms of any contractual obligation (other than
under any Loan Document or the Indenture) or by any law applicable to such Restricted Subsidiary.



     “Consolidated Subsidiaries” means, for any Person, any Subsidiary or other entity the
accounts of which would be consolidated with those of such Person in its consolidated financial
statements in accordance with GAAP.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Counterpart Agreement” means a Counterpart Agreement substantially in the form of
Exhibit C delivered by a Guarantor pursuant to Section 6.13.



     “Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.



     “Credit Parties” means collectively, the Borrower, and each Guarantor and each
individually, a “Credit Party”.



     “Crude Oil” means all crude oil and condensate.



Range Resources Credit Agreement — Page 8









 





     “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days
of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any
portion of its participations in Letters of Credit or (iii) pay over to the Administrative Agent,
the Issuing Bank or any Lender any other amount required to be paid by it hereunder, unless, in the
case of clause (i), such Lender notifies the Administrative Agent in writing that such failure is
the result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not been satisfied, (b)
has notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing, or
has made a public statement to the effect, that it does not intend or expect to comply with any of
its funding obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to funding a loan under this
Agreement cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent or
the Issuing Bank, acting in good faith, to provide a certification in writing from an authorized
officer of such Lender that it will comply with its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit under this Agreement, provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the
Administrative Agent or the Issuing Bank of such certification in form and substance satisfactory
to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.



     “Departing Lender” has the meaning assigned to such term in Section 11.17.



     “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 4.06.



     “Disposition” or “Dispose” means the sale, transfer, license, lease, exchange
or other disposition (including any sale and leaseback transaction) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.



     “Disqualified Stock” means any Equity Interest, which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or is redeemable at the sole option of the holder thereof, in whole or in part, on or
prior to the Maturity Date.



     “Dollars” or “$” refers to lawful money of the United States of America.



     “Domestic Subsidiary” means, with respect to any Person, a subsidiary of such Person
that is incorporated or formed under the laws of the United States of America, any state thereof or
the District of Columbia.



Range Resources Credit Agreement — Page 9









 





     “Effective Date” means the date on which the conditions specified in Section 5.01 are
satisfied (or waived in accordance with Section 11.02).



     “Eligible Assignee” means any Person that qualifies as an assignee pursuant to Section
11.04(b)(i); provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.



     “Engineered Value” means, the value attributed to the Borrowing Base Properties for
purposes of the most recent Redetermination of the Borrowing Base pursuant to Article III (or for
purposes of determining the Initial Borrowing Base in the event no such Redetermination has
occurred), based upon the discounted present value of the estimated net cash flow to be realized
from the production of Hydrocarbons from the Borrowing Base Properties as set forth in the Reserve
Report.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Credit Party directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.



     “EPA Action” means the Emergency Administrative Order (as in effect on the Effective
Date) issued by the United States Environmental Protection Agency to the Borrower and Range
Production Company on December 7, 2010 and related case in the United States District Court of the
Northern District of Texas filed on January 18, 2011.



     “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with any Credit Party, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.



Range Resources Credit Agreement — Page 10









 





     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any
Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.



     “Eurodollar”, 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 Adjusted LIBO Rate.



     “Event of Default” has the meaning assigned to such term in Article IX.



     “Excluded Hedges” means, collectively, Swap Agreements that (a) are basis differential
only swaps for volumes of Natural Gas included under other Swap Agreements permitted by Section
7.05(a), or (b) are a hedge of volumes of Crude Oil, Natural Gas or Natural Gas Liquids by means of
a price “floor” for which there exists no deferred obligation to pay the related premium or other
purchase price or the only deferred obligation is to pay the financing for such premium or other
purchase price.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income,
receipts, total assets, net worth or capital by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under Section 2.20(b)), any withholding tax
that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable to such Foreign
Lender’s failure to comply with Section 2.18(e), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.18(a), and (d) any withholding taxes that are imposed by FATCA.



Range Resources Credit Agreement — Page 11









 





     “Existing Letters of Credit” means the letters of credit issued under the Original
Credit Agreement and set forth on the attached Schedule 1.01.



     “Existing Swap Agreements” means any Swap Agreements entered into by any Credit Party
with an Approved Counterparty prior to the Effective Date and in effect on the Effective Date.



     “FATCA” means Sections 1471 through 1474 of the Code (and any successor sections
thereto) and any regulations or official interpretations thereof.



     “FASB” means Financial Accounting Standards Board.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Fee Letter” means that certain Fee Letter, dated January 18, 2011, among
Administrative Agent, J.P. Morgan Securities LLC and Borrower, and any other fee letter executed
and delivered by any Credit Party in favor of the Administrative Agent and/or J.P. Morgan
Securities LLC in connection with the execution and delivery of any Loan Document, including any
amendment, modification, waiver or consent to this Agreement or any other Loan Document.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which any Credit Party is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     “Foreign Subsidiary” means, with respect to any Person, a subsidiary of such Person
that is not a Domestic Subsidiary.



     “GAAP” means generally accepted accounting principles in the United States of America.



     “Gas Balancing Agreement” means any agreement or arrangement whereby the Borrower or
any Restricted Subsidiary, or any other party having an interest in any Hydrocarbons to be produced
from Oil and Gas Interests in which the Borrower or any Restricted Subsidiary owns an interest, has
a right to take more than its proportionate share of production therefrom.



     “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity properly
exercising



Range Resources Credit Agreement — Page 12









 




executive, legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government.




     “Guarantee” of or by any Person (in this definition, the “guarantor”) means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.



     “Guaranteed Liabilities” has the meaning assigned to such term in Section 8.01.



     “Guarantor” means Borrower (with respect to the Obligations of the other Credit
Parties) and each Restricted Subsidiary that is a party hereto or hereafter executes and delivers
to the Administrative Agent and the Lenders, a Counterpart Agreement pursuant to Section 6.13 or
otherwise.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Hydrocarbons” means all Crude Oil, Natural Gas and Natural Gas Liquids produced from
or attributable to the Oil and Gas Interests of the Credit Parties.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are paid (excluding accounts payable incurred in the
ordinary course of business, contingent obligations as a non-operator under oil and gas operating
agreements and contingent obligations under standard and customary provisions of gas sale contracts
for make-up volumes on sales of gas), (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed



Range Resources Credit Agreement — Page 13









 




(but, if such Indebtedness has not been assumed, limited to the lesser of the amount of such
Indebtedness or the fair market value of the property securing or to be secured by such
Indebtedness), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of
any Person shall include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.




     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning assigned to such term in Section 11.03.



     “Indenture” means, collectively, (i) that certain Indenture dated March 9, 2005, among
the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and J.P. Morgan Trust Company,
National Association, as amended or supplemented from time to time as permitted under the terms
hereof, (ii) that certain Indenture dated May 23, 2006, among the Borrower, as issuer, certain of
its Subsidiaries, as guarantors, and J.P. Morgan Trust Company, National Association, as amended or
supplemented from time to time as permitted under the terms hereof, (iii) that certain Indenture
dated September 28, 2007, among the Borrower, as issuer, certain of its Subsidiaries, as
guarantors, and The Bank of New York Trust Company, N.A., as amended or supplemented from time to
time as permitted under the terms hereof, (iv) that certain Indenture dated May 6, 2008, among the
Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust
Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof,
(v) that certain Indenture dated May 14, 2009, among the Borrower, as issuer, certain of its
Subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended or
supplemented from time to time as permitted under the terms hereof and (vi) that certain Indenture
dated August 12, 2010, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors,
and The Bank of New York Mellon Trust Company, N.A., as amended or supplemented from time to time
as permitted under the terms hereof.



     “Information” has the meaning assigned to such term in Section 11.12.



     “Initial Borrowing Base” has the meaning assigned to such term in Section 3.01.



     “Interest Election Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.09.



     “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
fiscal quarter and (b) with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing
with an Interest Period of more than three months’ duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period.



Range Resources Credit Agreement — Page 14









 





     “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three, six or, if at the date of such election a nine or twelve
month placement is available, nine or twelve months thereafter, as the Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing.



     “Issuing Bank” means JPMorgan Chase Bank, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section 2.07(i). The Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.



     “JPMorgan Chase Bank” and “JPMorgan Chase Bank, N.A.” means JPMorgan Chase
Bank, N.A. and its successors.



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lender Certificate” has the meaning assigned to such term in Section 2.03.



     “Lender Counterparty” means any Lender or any Affiliate of a Lender counterparty to a
Swap Agreement with any Credit Party.



     “Lender Hedging Obligations” means all obligations arising from time to time under
Swap Agreements entered into from time to time between any Credit Party and a Lender Counterparty
(including any such obligations under any Existing Swap Agreements with a Lender Counterparty);
provided that if such Lender Counterparty ceases to be a Lender hereunder or an Affiliate
of a Lender hereunder, Lender Hedging Obligations shall only include such obligations to the extent
arising from transactions entered into at the time such Lender Counterparty was a Lender hereunder
or an Affiliate of a Lender hereunder pursuant to any Swap Agreement or any Existing Swap
Agreement.




Range Resources Credit Agreement — Page 15












 





     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption or a Lender Certificate,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.



     “Letter of Credit” means the Existing Letters of Credit and any letter of credit
issued pursuant to this Agreement.



     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR01 Page, formerly known as Page 3750 of the Moneyline
Telerate Service (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.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.



     “LMIR” means, for any day, a rate per annum equal to the rate for one month U.S.
dollar deposits as reported on Reuters Screen LIBOR01 Page, formerly known as Page 3750 of the
Moneyline Telerate Service, as of 11:00 a.m., London time, on such day, or if such day is not a
Business Day, then the immediately preceding Business Day (or if not so reported, then 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).



     “Loan Documents” means this Agreement, any promissory notes executed in connection
herewith, the Security Instruments, the Letters of Credit (and any applications therefor and
reimbursement agreements related thereto), the Fee Letter and any other agreements executed in
connection with this Agreement.



     “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



Range Resources Credit Agreement —  Page 16









 





     “Majority Lenders” means, at any time, Lenders having Credit Exposures and Unused
Commitments representing more than fifty percent (50%) of the sum of the Aggregate Credit Exposure
and all Unused Commitments of all Lenders at such time or, if the Aggregate Commitment has been
terminated, Lenders having Credit Exposures representing more than fifty percent (50%) of the
Aggregate Credit Exposure of all Lenders at such time.



     “Material Adverse Effect” means a material adverse effect on (a) the assets or
properties, financial condition, businesses or operations of the Credit Parties taken as a whole
(it being understood that changes in commodity prices for Hydrocarbons affecting the oil and gas
industry as a whole shall not constitute a material adverse effect), (b) the ability of the Credit
Parties taken as a whole to carry out their business as of the date of this Agreement or as
proposed at the date of this Agreement to be conducted, (c) the ability of the Credit Parties taken
as a whole to perform fully and on a timely basis their respective obligations under any of the
Loan Documents to which they are a party, or (d) the validity or enforceability of any of the Loan
Documents or the rights and remedies of the Administrative Agent or the Lenders under this
Agreement and the other Loan Documents.



     “Material Domestic Subsidiary” means any Domestic Subsidiary that (i) owns or holds
assets, properties or interests (including Oil and Gas Interests) with an aggregate fair market
value, on a consolidated basis, greater than five percent (5%) of the aggregate fair market value
of all of the assets, properties and interests (including Oil and Gas Interests) of the Borrower
and the Restricted Subsidiaries, on a consolidated basis.



     “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of the Borrower or any one or
more of the Restricted Subsidiaries in an aggregate principal amount exceeding $25,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of the
Borrower or any Guarantor in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or such Guarantor
would be required to pay if such Swap Agreement were terminated at such time.



     “Maturity Date” means February 18, 2016.



     “Maximum Facility Amount” means $2,000,000,000.



     “Maximum Liability” has the meaning assigned to such term in Section 8.10.



     “Maximum Rate” has the meaning assigned to such term in Section 11.13.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgaged Properties” means the Oil and Gas Interests described in one or more duly
executed, delivered and filed Mortgages evidencing a Lien prior and superior in right to any other
Person in favor of the Administrative Agent for the benefit of the Secured Parties and subject only
to the Liens permitted pursuant to Section 7.02; provided that, for purposes of determining
compliance with Sections 4.05 and 6.09 and notwithstanding the fact that no Mortgages or other
Security Instruments will be prepared or recorded in Virginia to grant or perfect a Lien on or
security interest in any portion of the Virginia Borrowing Base Properties,



Range Resources Credit Agreement — Page 17









 




but subject to the limitation on the Virginia Borrowing Base Properties set forth therein, the
Virginia Borrowing Base Properties shall be deemed to be subject to an executed, delivered and
filed Mortgage evidencing a Lien in favor of the Administrative Agent so long as the Administrative
Agent, for the benefit of the Secured Parties, has a Lien on and security interest in the Equity
Interests of any Credit Party owning Virginia Borrowing Base Properties pursuant to the terms of
Section 6.14.




     “Mortgages” means all mortgages, deeds of trust, amendments to mortgages, security
agreements, assignments of production, pledge agreements, collateral mortgages, collateral chattel
mortgages, collateral assignments, financing statements and other documents, instruments and
agreements evidencing, creating, perfecting or otherwise establishing the Liens required by Section
6.09. All Mortgages shall be in form and substance satisfactory to Administrative Agent in its
reasonable discretion



     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Natural Gas” means all natural gas, distillate or sulphur, and all products recovered
in the processing of natural gas (other than condensate and Natural Gas Liquids) including coalbed
methane gas and casinghead gas.



     “Natural Gas Liquids” means all natural gas liquids recovered in the production and
processing of natural gas, including natural gasoline and liquefied petroleum gas (including
liquefied butane, propane iso-butane, normal butane, propane and ethane (including such methane
allowable in commercial ethane)).



     “Net Cash Proceeds” means, (A) with respect to the sale of Borrowing Base Properties
by the Borrower or any Restricted Subsidiary, the excess, if any, of (a) the sum of cash and cash
equivalents received in connection with such sale, but only as and when so received, over (b) the
sum of (i) the principal amount of any Indebtedness that is secured by such asset and that is
required to be repaid in connection with the sale thereof (other than the Loans), (ii) the
out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with
such sale, (iii) all legal, title and recording tax expense and all federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP as a consequence of such
sale, (iv) all distributions and other payments required to be made to minority interest holders in
Restricted Subsidiaries as a result of such sale, (v) the deduction of appropriate amounts provided
by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the
property or other assets disposed of in such sale and retained by the Borrower or any Restricted
Subsidiary after such sale, (vi) cash payments made to satisfy obligations resulting from early
termination of Swap Agreements in connection with or as a result of any such sale, and (vii) any
portion of the purchase price from such sale placed in escrow, whether as a reserve for adjustment
of the purchase price, for satisfaction of indemnities in respect of such sale or otherwise in
connection with such sale; provided however, that upon the termination of that
escrow, Net Cash Proceeds will be increased by any portion of funds in the escrow that are released
to the Borrower or any Restricted Subsidiary and (B) with respect to any Permitted Refinancing, the
cash proceeds received from such Permitted Refinancing, net of underwriting



Range Resources Credit Agreement — Page 18









 




discounts and commissions and other reasonable costs and expenses associated therewith,
including reasonable legal and accounting fees and expenses.




     “New Lender” has the meaning assigned to such term in Section 11.17.



     “Non-Consenting Lender” has the meaning assigned to such term in Section 2.20(c).



     “Obligations” means (a) all obligations of every nature, contingent or otherwise,
whether now existing or hereafter arising, of any Credit Party from time to time owed to the
Administrative Agent, the Issuing Bank, the Lenders or any of them under any Loan Document, whether
for principal, interest, reimbursement of amounts drawn under any Letter of Credit, funding
indemnification amounts, fees, expenses, indemnification or otherwise, (b) Lender Hedging
Obligations and (c) Cash Management Obligations.



     “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
liability under any Sale and Leaseback Transaction which is not a Capital Lease Obligation, (c) any
liability under any so-called “synthetic lease” transaction entered into by such Person, or (d) any
obligation arising with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the balance sheets of
such Person, but excluding from the foregoing clauses (c) and (d) operating leases, joint operating
agreements, and usual and customary oil, gas and mineral leases.



     “Oil and Gas Interest(s)” means: (a) direct and indirect interests in and rights with
respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or
indirect, including, without limitation, working, royalty and overriding royalty interests, mineral
interests, leasehold interests, production payments, operating rights, net profits interests, other
non-working interests, contractual interests, non-operating interests and rights in any pooled,
unitized or communitized acreage by virtue of such interest being a part thereof; (b) interests in
and rights with respect to Hydrocarbons, other minerals or revenues therefrom and contracts and
agreements in connection therewith and claims and rights thereto (including oil and gas leases,
operating agreements, unitization, communitization and pooling agreements and orders, division
orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing
contracts and agreements and, in each case, interests thereunder), and surface interests, fee
interests, reversionary interests, reservations and concessions related to any of the foregoing;
(c) easements, rights-of-way, licenses, permits, leases, and other interests associated with,
appurtenant to, or necessary for the operation of any of the foregoing; (d) interests in oil, gas,
water, disposal and injection wells, equipment and machinery (including well equipment and
machinery), oil and gas production, gathering, transmission, compression, treating, processing and
storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water
plants, electric plants, gasoline and gas processing plants, refineries and other tangible or
intangible, movable or immovable, real or personal property and fixtures located on, associated
with, appurtenant to, or necessary for the operation of any of the foregoing; and (e) all seismic,
geological, geophysical and engineering records, data, information, maps, licenses and
interpretations.



Range Resources Credit Agreement — Page 19









 





     “Organizational Documents” means (a) with respect to any corporation, its certificate
or articles of incorporation or organization, as amended, and its by-laws, as amended, (b) with
respect to any limited partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (c) with respect to any general partnership, its partnership
agreement, as amended, and (d) with respect to any limited liability company, its certificate of
formation or articles of organization, as amended, and its limited liability company agreement or
operating agreement, as amended.



     “Original Credit Agreement” has the meaning assigned to such term in the Recitals to
this Agreement.



     “Original Loans” means the loans and other extensions of credit outstanding under the
Original Credit Agreement as of the Effective Date.



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.



     “Parent” means, with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a subsidiary.



     “Participant” has the meaning assigned to such term in Section 11.04.



     “Payment Currency” has the meaning assigned to such term in Section 8.07.



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



     “Permitted Encumbrances” means:



     (a) Liens imposed by law for Taxes that are not yet due or are being contested in
compliance with Section 6.04;



     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, landlords’ liens, and contractual Liens granted to operators and non-operators
under oil and gas operating agreements, in each case, arising in the ordinary course of business or
incident to the exploration, development, operation and maintenance of Oil and Gas Interests and
securing obligations that are not overdue by more than 30 days or are being contested in compliance
with Section 6.04;



     (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations;



     (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business;



Range Resources Credit Agreement — Page 20









 





     (e) judgment liens in respect of judgments that do not constitute an Event of Default
under clause (k) of Article IX;



     (f) easements, zoning restrictions, rights-of-way, servitudes, permits, surface leases,
and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of any Credit Party;



     (g) royalties, overriding royalties, reversionary interests, production payments, sales
contracts, and similar burdens with respect to the Oil and Gas Interests owned by the Borrower or
such Restricted Subsidiary, as the case may be, if the net cumulative effect of such burdens does
not operate to deprive the Borrower or any Restricted Subsidiary of any material right in respect
of its assets or properties (except for rights customarily granted with respect to such interests);



     (h) Liens arising from Uniform Commercial Code financing statement filings and real
property record filings regarding operating leases entered into by the Borrower or any Restricted
Subsidiary in the ordinary course of business covering the property under the lease;



     (i) routine operational agreements, preferential rights to purchase, and provisions
requiring a third party’s consent prior to assignment and similar restraints on alienation, in each
case, granted pursuant to an oil and gas operating agreement or lease and arising in the ordinary
course of business or incident to the exploration, development, operation and maintenance of Oil
and Gas Interests; provided such right, requirement or restraint does not materially and adversely
affect the value of such Oil and Gas Interests;



     (j) Liens arising pursuant to Section 9.343 of the Texas Uniform Commercial Code or other
similar statutory provisions of other states with respect to production purchased from others;



     (k) Liens (other than Liens on Collateral) that secure obligations under Swap Agreements
to Persons other than a Lender Counterparty; and



     (l) Liens arising solely by virtue of any statutory or common law provisions relating to
bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts, securities
accounts or other funds maintained with a creditor financial institution; or under any deposit
account agreement or securities account agreement entered into in the ordinary course of business;
provided, that (i) such deposit account or securities account is not a dedicated cash collateral
account and is not subject to restrictions against access by the Credit Party, and (ii) such
deposit account or securities account is not intended by the Credit Party to provide cash
collateral to the applicable financial institution


provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness (other than contractual Liens described in the foregoing clause (b) granted to
operators and non-operators under oil and gas operating agreements and leases to the extent the
obligations secured by such Liens constitute Indebtedness).






Range Resources Credit Agreement — Page 21









 








     “Permitted Investments” means:



     (a) U.S. Government Securities;



     (b) investments in demand and time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States of America, any State thereof
or any foreign country recognized by the United States of America, and which bank or trust company
has capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign
currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act of 1933, as amended) or any money-market fund
sponsored by a registered broker dealer or mutual fund distributor;



     (c) investments in deposits available for withdrawal on demand with any commercial bank
that is organized under the laws of any country in which the Borrower or any Restricted Subsidiary
maintains an office or is engaged in the oil and gas business;



     (d) repurchase obligations with a term of not more than 30 days for underlying securities
of the types described in clause (a) above entered into with a bank meeting the qualifications
described in clause (b) above;



     (e) investments in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in
existence under the laws of the United States of America or any foreign country recognized by the
United States of America with a rating at the time as of which any investment therein is made of
“P-1” (or higher) according to Moody’s or “A-l” (or higher) according to S&P;



     (f) investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States
of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by
S&P or “A” by Moody’s;



     (g) investments in an aggregate amount not to exceed $100,000,000 in corporate debt
securities with maturities of 18 months or less from the date of acquisition and rated at least “A”
by S&P or “A” by Moody’s; and



     (h) investments in money market funds that invest substantially all their assets in
securities of the types described in clauses (a) through (g) above.



     “Permitted Refinancing” means any Indebtedness of any Credit Party, and Indebtedness
constituting Guarantees thereof by any Credit Party, incurred or issued in exchange for, or the Net
Cash Proceeds of which are used solely to extend, refinance, renew, replace, defease or refund,
existing Senior Notes, in whole or in part, from time to time; provided that (a) the
principal amount of such Permitted Refinancing (or if such Permitted Refinancing is issued at a
discount, the initial issuance price of such Permitted Refinancing) does not exceed the principal
amount of Indebtedness permitted under Section 7.01(h) (plus the amount of any premiums paid and
fees and expenses incurred in connection therewith), (b) such Permitted Refinancing does



Range Resources Credit Agreement — Page 22









 




not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior
to the date that is six months after the Maturity Date, (c) the covenant, default and remedy
provisions of such Permitted Refinancing are not materially more onerous, taken as a whole, to the
Borrower and its Subsidiaries than those imposed by the existing Senior Notes, (d) the mandatory
prepayment, repurchase and redemption provisions of such Permitted Refinancing are not materially
more onerous, taken as a whole, to the Borrower and its Subsidiaries than those imposed by the
existing Senior Notes, and (e) to the extent such Permitted Refinancing is or is intended to be
expressly subordinate to the payment in full of all of the Obligations, the subordination
provisions contained therein are either (x) at least as favorable to the Secured Parties as the
subordination provisions contained in the existing Senior Subordinated Notes or (y) reasonably
satisfactory to the Administrative Agent and the Majority Lenders.




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which any Credit Party or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.



     “Platform” has the meaning assigned to such term in Section 6.01.



     “Pledge Agreement” means that certain Second Amended and Restated Pledge and Security
Agreement dated as of the Effective Date in favor of the Administrative Agent for the benefit of
the Secured Parties covering, among other things, the rights and interests of Borrower or any
Restricted Subsidiary in the Equity Interest of each Restricted Subsidiary and otherwise in form
and substance satisfactory to the Administrative Agent.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank as its prime rate in effect at its principal office in Chicago, Illinois,
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.



     “Projections” means the Borrower’s forecasted (a) balance sheets, (b) profit and loss
statements, and (c) cash flow statements, all prepared on a basis consistent with the historical
financial statements described in Section 4.04 and after giving effect to the Transactions,
together with appropriate supporting details and a statement of underlying assumptions, in each
case in form and substance satisfactory to the Lenders and for the period from the Effective Date
through December 31, 2012.



     “Public Lender” has the meaning assigned to such term in Section 6.01.



     “Redetermination” means any Scheduled Redetermination or Special Redetermination.



     “Redetermination Date” means (a) with respect to any Scheduled Redetermination, on or
about each April 1 and October 1 of each year, commencing October 1, 2011, and (b) with respect to
any Special Redetermination, the first day of the first month which is not less than



Range Resources Credit Agreement — Page 23









 




twenty (20) Business Days following the date of a request for, or the event giving rise to, a
Special Redetermination.




     “Register” has the meaning assigned to such term in Section 11.04.



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



     “Required Lenders” means, at any time, Lenders having Credit Exposures and Unused
Commitments representing at least sixty-six and two-thirds percent (66 2/3%) of the sum of the
Aggregate Credit Exposure and all Unused Commitments of all Lenders at such time or, if the
Aggregate Commitment has been terminated, Lenders having Credit Exposures representing at least
sixty-six and two-thirds percent (66 2/3%) of the Aggregate Credit Exposure of all Lenders at such
time.



     “Reserve Report” means an unsuperseded engineering analysis of the Borrowing Base
Properties, in form and substance reasonably acceptable to the Administrative Agent, prepared in
accordance with ordinary, customary and prudent practices in the petroleum engineering industry.



     “Responsible Officer” means the chief executive officer, president, vice president
(including without limitation any senior or executive vice president), chief financial officer,
principal accounting officer, treasurer or assistant treasurer of a Credit Party. Any document
delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Credit Party.



     “Restricted Payment” means, collectively, (i) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity Interests in any Credit
Party, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such Equity Interests in any Credit Party or any option, warrant or other
right to acquire any such Equity Interests in any Credit Party and (ii) any payment or prepayment
of principal of, premium on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect to the Senior Notes
(and any Permitted Refinancing thereof). Without limiting the generality of the foregoing and for
the avoidance of doubt, Restricted Payments made with the proceeds of Permitted Refinancings are
permitted to the extent set forth in Section 7.06(e).



     “Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.



     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill
Corporation.



     “Sale and Leaseback Transaction” means any sale or other transfer of any property by
any Person with the intent to lease such property as lessee.



Range Resources Credit Agreement — Page 24









 





     “Scheduled Redetermination” means any redetermination of the Borrowing Base pursuant
to Section 3.02.



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



     “Security Instruments” means collectively, the Pledge Agreement, all Guarantees of the
Obligations evidenced by the Loan Documents and all mortgages, security agreements, pledge
agreements, collateral assignments and other collateral documents covering the Oil and Gas
Interests of the Borrower and the Restricted Subsidiaries and the Equity Interests of the
Restricted Subsidiaries and other personal property, equipment, oil and gas inventory and proceeds
of the foregoing, all such documents to be in form and substance reasonably satisfactory to the
Administrative Agent.



     “Senior Notes” means the Senior Subordinated Notes and the Senior Unsecured Notes.



     “Senior Subordinated Notes” means (i) the 6 3/8% Senior Subordinated Notes due 2015,
issued pursuant to the Indenture, (ii) the 7 1/2% Senior Subordinated Notes due 2016, issued pursuant
to the Indenture, (iii) the 7 1/2% Senior Subordinated Notes due 2017, issued pursuant to the
Indenture, (iv) the 7 1/4% Senior Subordinated Notes due 2018, issued pursuant to the Indenture, (v)
the 8.0% Senior Subordinated Notes due 2019, issued pursuant to the Indenture, (vi) the 6 3/4%
Senior Subordinated Notes due 2020, issued pursuant to the Indenture and (vii) additional senior
unsecured subordinated notes issued after the Effective Date and prior to April 1, 2012;
provided that (a) the terms of such Senior Subordinated Notes do not provide for any
scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six
months after the Maturity Date, (b) the covenant, default and remedy provisions of such Senior
Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not
materially more restrictive, taken as a whole, than those set forth in this Agreement, (c) the
mandatory prepayment, repurchase and redemption provisions of such Senior Subordinated Notes are
substantially on the same terms and conditions as the Indenture or are not materially more onerous
or expansive in scope, taken as a whole, than those set forth in this Agreement, and (d) the
subordination provisions set forth in such Senior Subordinated Notes are at least as favorable to
the Secured Parties as the subordination provisions set forth in the Indenture.



     “Senior Unsecured Notes” means senior unsecured notes issued after the Effective Date
and prior to April 1, 2012; provided that (i) the terms of such Senior Unsecured Notes do
not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to
the date that is six months after the Maturity Date, (ii) the covenant, default and remedy
provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the
Indenture (without giving effect to the subordination provisions) or are not materially more
restrictive, taken as a whole, than those set forth in this Agreement and (iii) the mandatory
prepayment, repurchase and redemption provisions of such Senior Unsecured Notes are substantially
on the same terms and conditions as the Indenture (without giving effect to the subordination
provisions) or are not materially more onerous or expansive in scope, taken as a whole, than those
set forth in this Agreement.



Range Resources Credit Agreement — Page 25









 





     “Special Redetermination” means any redetermination of the Borrowing Base made
pursuant to Section 3.03.



     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.



     “Subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent. Unless the context otherwise clearly requires,
references herein to a “Subsidiary” refer to a Subsidiary of the Borrower.



     “Super-Majority Borrowing Base Lenders” means, at any time, Lenders having Credit
Exposures and Unused Commitments representing at least ninety-seven percent (97%) of the sum of the
Aggregate Credit Exposure and all Unused Commitments at such time or, if the Aggregate Commitment
has been terminated, Lenders having Credit Exposures representing at least ninety-seven percent
(97%) of the Aggregate Credit Exposure of all Lenders at such time.



     “Super-Majority Lenders” means, at any time, Lenders having Credit Exposures and
Unused Commitments representing at least eighty percent (80%) of the sum of the Aggregate Credit
Exposure and all Unused Commitments at such time or, if the Aggregate Commitment has been
terminated, Lenders having Credit Exposures representing at least eighty percent (80%) of the
Aggregate Credit Exposure of all Lenders at such time.



     “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that the term Swap
Agreement shall not include (a) a phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of
the Credit Parties or (b) sales contracts with fixed prices entered into in the ordinary course of
business.



Range Resources Credit Agreement — Page 26









 





     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Transactions” means the (i) the execution, delivery and performance by the Credit
Parties of this Agreement and the Loan Documents, (ii) the borrowing of Loans, (iii) the use of the
proceeds thereof, and (iv) the issuance of Letters of Credit hereunder.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
Texas or any other state the laws of which are required to be applied in connection with the issue
of perfection of security interests.



     “Unrestricted Subsidiary” means (a) so long as such entity does not own or hold any
assets, properties or interests, Oil & Gas Title Abstracting, LLC, (b) any Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of
the Borrower in the manner provided below, and (c) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Borrower may designate any Subsidiary (including any newly acquired
or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries at the time of such designation or at any time thereafter (i) is a Material Domestic
Subsidiary, (ii) owns Oil and Gas Interests included in the Borrowing Base Properties, (iii) is the
operator, by contract or otherwise, of any Oil and Gas Interests included in the Borrowing Base
Properties or (iv) guarantees, or is a primary obligor of, any indebtedness, liabilities, or other
obligations under any Senior Notes (or any Permitted Refinancing thereof).



     “Unused Commitment” means, with respect to each Lender at any time, the lesser of (a)
such Lender’s Applicable Percentage of the Borrowing Base then in effect minus such Lender’s Credit
Exposure at such time and (b) such Lender’s Commitment at such time minus such Lender’s Credit
Exposure at such time.



     “Unused Commitment Fee” has the meaning assigned to such term in Section 2.13(a).



     “U.S. Government Securities” means direct obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of acquisition thereof.



     “Virginia Borrowing Base Properties” means all Oil and Gas Interests of the Credit
Parties located in Virginia and included in the Reserve Report of the Borrower and the Restricted
Subsidiaries and evaluated by the Lenders for purposes of establishing the Borrowing Base.



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



Range Resources Credit Agreement — Page 27









 





     Section 1.02. Types of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may
be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).



     Section 1.03. Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.



     Section 1.04. Accounting Terms; GAAP. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the Borrower’s
December 31, 2009 audited financial statements, except as otherwise specifically prescribed herein.
If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the Majority Lenders shall
so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to
amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Majority Lenders); provided, that until so amended, (a) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.



     Section 1.05. Oil and Gas Definitions. For purposes of this Agreement, the terms
“proved [or] proven reserves,” “proved developed reserves,” “proved [or] proven undeveloped
reserves,” “proved [or] proven developed nonproducing reserves” and “proved [or] proven developed
producing reserves,” have the meaning given such terms from time to time and at the time in
question by the Society of Petroleum Engineers of the American Institute of Mining Engineers.



Range Resources Credit Agreement — Page 28









 





     Section 1.06. Time of Day. Unless otherwise specified, all references to times of
day shall be references to Central time (daylight or standard, as applicable).



Article II




The Credits



     Section 2.01. Commitments. Subject to the terms and conditions set forth herein,
each Lender agrees to continue the Original Loans and to make Loans to the Borrower from time to
time on any Business Day during the Availability Period in an aggregate principal amount that will
not result in (a) such Lender’s Credit Exposure exceeding the lesser of (i) such Lender’s
Applicable Percentage of the Borrowing Base then in effect and (ii) such Lender’s Commitment or (b)
the Aggregate Credit Exposure exceeding the lesser of (i) the Borrowing Base then in effect and
(ii) the Aggregate Commitment. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Loans.



     Section 2.02. Termination and Reduction of the Aggregate Commitment.



     (a) Unless previously terminated, the Aggregate Commitment shall terminate on the Maturity
Date.



     (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate
Commitment; provided that (i) each reduction of the Aggregate Commitment shall be in an
amount that is an integral multiple of $10,000,000, and (ii) the Borrower shall not terminate or
reduce the Aggregate Commitment if, after giving effect to any concurrent prepayment of the Loans
in accordance with Section 2.11 and Section 2.12, the Aggregate Credit Exposure would exceed the
Aggregate Commitment.



     (c) The Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Aggregate Commitment under paragraph (b) of this Section at least three (3) Business
Days prior to the effective date of such termination or reduction, specifying such election and the
effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided that a notice of termination of the Aggregate
Commitment delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower
(by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination of the Aggregate Commitment shall be permanent. Each
reduction of the Aggregate Commitment shall be made ratably among the Lenders in accordance with
their respective Commitment.



     (d) With respect to any Disposition of Borrowing Base Properties (other than Dispositions
permitted under Section 7.03(a)(vi)), the Borrowing Base shall be automatically reduced by an
amount equal to the value assigned to such Borrowing Base Properties by the Required Lenders at the
time of such Disposition.



     Section 2.03. Additional Lenders; Increases in the Aggregate Commitment. If (a) no
Default exists as of the date of such increase or would be caused by such increase, (b) the



Range Resources Credit Agreement — Page 29









 




Borrower concurrently pays any additional fees to increasing and/or new Lenders required as a
result of such increase, (c) immediately after giving effect to such increase, the Aggregate
Commitment does not exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Maximum
Facility Amount, and (d) at the time of and immediately after giving effect to such increase, the
Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 as of
the last day of the most recently ended fiscal quarter for which the financial statements and
compliance certificate required under Section 6.01 have been delivered to the Administrative Agent
and the Lenders, calculated as though such increase occurred prior to the end of such fiscal
quarter, the Borrower may, at any time and from time to time, elect to increase the Aggregate
Commitment in a minimum amount of $100,000,000 and integral multiples of $10,000,000 in excess
thereof by providing written notice of such increase to the Administrative Agent. Within five days
of such notice from the Borrower, the Administrative Agent shall notify each Lender of the amount
of the requested increase and each Lender’s proposed allocation thereof based on such Lender’s
Applicable Percentage of the Aggregate Commitment. Each Lender shall have the right, but not the
obligation, in each such Lender’s sole discretion, to provide a portion of such increase in the
Aggregate Commitment up to the portion of such increase that such Lender’s existing Commitment
bears to the aggregate amount of the existing Commitments of all Lenders electing to participate in
such requested increase by executing and delivering to the Borrower and the Administrative Agent a
certificate substantially in the form of Exhibit E hereto (a “Lender Certificate”). In the
event that within 10 Business Days of the Administrative Agent’s receipt of such written notice,
the existing Lenders fail to provide increases in their respective Commitments sufficient to
satisfy such requested increase in the Aggregate Commitment, the Borrower may adjust the previously
requested increase to reflect the increased Commitments of existing Lenders or one or more
financial institutions reasonably acceptable to the Administrative Agent may become a Lender under
this Agreement by executing and delivering to the Borrower and the Administrative Agent a Lender
Certificate. Upon receipt by the Administrative Agent of Lender Certificates representing
increases to existing Lender Commitments and/or Commitments from new Lenders as provided in this
Section 2.03 in an aggregate amount equal to the requested increase (as the same may have been
adjusted), (i) the Aggregate Commitment (including the Commitment of any Person that becomes a
Lender by delivery of such a Lender Certificate) automatically without further action by the
Borrower, the Administrative Agent or any Lender shall be increased on the effective date set forth
in such Lender Certificates by the amount indicated in such Lender Certificates, (ii) the Register
shall be amended to add the Commitment of each additional Lender or to reflect the increase in the
Commitment of each existing Lender, and the Applicable Percentages of the Lenders shall be adjusted
accordingly to reflect each additional Lender or the increase in the Commitment of each existing
Lender, (iii) any such additional Lender shall be deemed to be a party in all respects to this
Agreement and any other Loan Documents to which the Lenders are a party, and (iv) upon the
effective date set forth in such Lender Certificate, any such Lender party to the Lender
Certificate shall purchase and each existing Lender shall assign to such Lender a ratable portion
of the outstanding Credit Exposure of each of the existing Lenders such that the Lenders (including
any additional Lender, if applicable) shall have the
 appropriate portion of the Aggregate Credit
Exposure of the Lenders (based in each case on such Lender’s Applicable Percentage, as revised
pursuant to this Section), and the Borrower shall have paid to the Lenders any amounts due pursuant
to Section 2.17 as a result of such purchase and assignment.




     Section 2.04. Loans and Borrowings.



Range Resources Credit Agreement — Page 30









 





     (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.



     (b) Subject to Section 2.15, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this Agreement and the exercise
of such option would not, in and of itself, give rise to the obligation of Borrower to pay
Indemnified Taxes.



     (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $500,000 and not less than $2,000,000;
provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Commitment or that is required to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.07(e). Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more than a
total of ten (10) Eurodollar Borrowings outstanding.



     (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be
entitled to request, or to elect to convert or continue, any Eurodollar Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.



     Section 2.05. Requests for Borrowings. To request a Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., three Business Days before the date of the proposed
Eurodollar Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m. on the
Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery, e-mail or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.04:




     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and



Range Resources Credit Agreement — Page 31









 






     (v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.08.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.




     Section 2.06. Reserved.



     Section 2.07. Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, the Borrower
may request the issuance of Letters of Credit for its own or the account of any Restricted
Subsidiary in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.



     (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 $200,000,000 and (ii) the Aggregate Credit Exposure shall not exceed the lesser of (1) the
Borrowing Base then in effect and (2) the Aggregate Commitment.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close
of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date.



Range Resources Credit Agreement — Page 32









 





     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Aggregate
Commitment, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect
of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m. on such date, or, if such notice has not been received by the
Borrower prior to such time on such date, then not later than 12:00 noon on the Business Day
immediately following the day that the Borrower receives such notice; provided that the
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with
Section 2.05 that such payment be financed with an ABR Borrowing in an equivalent amount and, to
the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as provided in Section
2.08 with respect to Loans made by such Lender (and Section 2.08 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the
extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.



     (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements
as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all



Range Resources Credit Agreement — Page 33









 




circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for payment under a Letter
of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.



     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.14(c) shall apply. Interest accrued pursuant to this



Range Resources Credit Agreement — Page 34









 




paragraph shall be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment.




     (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time
by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and
the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.13(b). From and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to
such successor and all previous Issuing Banks, as the context shall require. After the replacement
of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit.



     (j) Cash Collateralization.



          (i) 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 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.



          (ii) All cash collateral provided by the Borrower or any other Credit Party pursuant to
the request of the Administrative Agent in accordance with Section 2.21(c) shall be deposited in
the Cash Collateral Account.



          (iii) Deposits in the Cash Collateral Account made pursuant to either the foregoing
paragraph (i) of this Section 2.07(j) or Section 2.21(c) shall be held by the Administrative Agent
as Collateral for the payment and performance of the Borrower’s obligations under this Agreement
corresponding to the LC Exposure. Borrower hereby grants a security interest in such cash and each
deposit account (including the Cash Collateral Account) into which such cash is deposited to secure
the Obligations under this Agreement. Subject to clause (iv) below, 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



Range Resources Credit Agreement — Page 35









 




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 the Cash Collateral Account. Moneys in the Cash Collateral 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
under this Agreement and to the extent any excess remains after payment in full in cash of all
Obligations and the termination of all Commitments, such excess shall be released to the Borrower.




          (iv) If the Borrower is required to provide an amount of cash collateral pursuant to
either paragraph (i) of this Section 2.07(j) or Section 2.21, the amount of such cash collateral
(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 paragraph (i) above,
all Events of Default have been cured or waived and (y) in the case of cash collateral provided
pursuant to Section 2.21, the date on which such cash collateral is no longer required pursuant to
Section 2.21.



     Section 2.08. Funding of Borrowings.



     (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the
applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.07(e) shall be remitted by the Administrative Agent to
the Issuing Bank.



     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to



Range Resources Credit Agreement — Page 36









 




ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount
shall constitute such Lender’s Loan included in such Borrowing.




     Section 2.09. Interest Elections.



     (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request; provided that all Borrowings on the Effective Date
shall be ABR Borrowings. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing.



     (b) To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.05 if the Borrower were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.



     (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.04:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to
be applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.






Range Resources Credit Agreement — Page 37









 








     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing.



     (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Majority
Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.



     Section 2.10. Repayment of Loans; Evidence of Debt.



     (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.



     (b) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made
by such Lender, including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.



     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.



     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement.



     (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In
such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to such Lender and its registered assigns and in the form attached hereto as Exhibit D.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) be represented by one or more promissory
notes in such form payable to the payee named therein and its registered assigns.



Range Resources Credit Agreement — Page 38









 





     Section 2.11. Optional Prepayment of Loans.



     (a) The Borrower shall have the right at any time and from time to time to prepay, subject
to the payment of any funding indemnification amounts required by Section 2.17 but without premium
or penalty, any Borrowing in whole and or in part, subject to prior notice in accordance with
paragraph (b) of this Section.



     (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
later than 11:00 a.m. three (3) Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 10:00 a.m. on the Business Day of the date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of termination or reduction
of the Aggregate Commitment as contemplated by Section 2.02, then such notice of prepayment may be
revoked if such notice of termination or reduction is revoked in accordance with Section 2.02.
Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an integral multiple of $1,000,000. Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.14.



     Section 2.12. Mandatory Prepayment of Loans.



     (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base
Deficiency exists, the Borrower shall, within fifteen (15) days after written notice from the
Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (a) (i) give notice
of its intention to within thirty (30) days thereafter, by instruments satisfactory in form and
substance to the Administrative Agent, provide the Lenders with additional security consisting of
Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole
discretion to eliminate such Borrowing Base Deficiency, or (ii) prepay, without premium or penalty,
the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base
Deficiency (or by a combination of such additional security and such prepayment eliminate such
Borrowing Base Deficiency), or (b) elect to prepay, subject to the payment of any funding
indemnification amounts required by Section 2.17 but without premium or penalty, the principal
amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus
accrued interest thereon with the first such monthly payment being due upon the 30th day after the
Borrower’s receipt of notice from the Administrative Agent of such Borrowing Base Deficiency.



     (b) If the Borrower or any Restricted Subsidiary Disposes of any Borrowing Base Properties
(whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary pursuant to
Section 7.03(a) or otherwise) at any time a Borrowing Base Deficiency exists or would exist after
giving effect to such Disposition, the Borrower shall prepay the Borrowings in an amount equal to
the Net Cash Proceeds received from such Disposition within one (1) Business Day after it or any
Restricted Subsidiary receives such Net Cash Proceeds; provided,



Range Resources Credit Agreement — Page 39









 




however that amounts applied to the payment of Borrowings pursuant to this Section may
be reborrowed subject to and in accordance with the terms of this Agreement.




     (c) In the event the Aggregate Credit Exposure exceeds the Maximum Facility Amount or the
Aggregate Commitment at any time that a Borrowing Base Deficiency does not exist, the Borrower
shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but
without premium or penalty, immediately prepay the principal amount of the Loans in an amount
sufficient to eliminate such excess.



     (d) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be
first applied, ratably to ABR Borrowings then outstanding and, upon payment in full of all
outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one
Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the
Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable
thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the
Interest Period applicable thereto, subject to the payment of any funding indemnification amounts
required by Section 2.17 but without penalty or premium.



     Section 2.13. Fees.



     (a) The Borrower agrees to pay to the Administrative Agent, for the account of each
Lender, an unused commitment fee (the “Unused Commitment Fee”) equivalent to the Applicable
Rate times the daily average of the total Unused Commitments. Such Unused Commitment Fee shall be
calculated on the basis of a year consisting of 360 days. The Unused Commitment Fee shall be
payable in arrears on the last day of March, June, September and December of each year, commencing
with the first such date to occur after the Effective Date, and on the Maturity Date for any period
then ending for which the Unused Commitment Fee shall not have been theretofore paid. In the event
the Aggregate Commitment terminates on any date other than the last day of March, June, September
or December of any year, the Borrower agrees to pay to the Administrative Agent, for the account of
each Lender, on the date of such termination, the total Unused Commitment Fee due for the period
from the last day of the immediately preceding March, June, September or December, as the case may
be, to the date such termination occurs.



     (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of Credit, which shall
accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date on which such Lender’s Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at the rate equal to one-eighth percent (0.125%) per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later
of the date of termination of the Aggregate Commitment and the date on which there ceases to be any
LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of



Range Resources Credit Agreement — Page 40









 




Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the first such date to
occur after the Effective Date; provided that all such fees shall be payable on the date on
which the Aggregate Commitment terminates and any such fees accruing after the date on which the
Aggregate Commitment terminates shall be payable on demand. Any other fees payable to the Issuing
Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation
fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).




     (c) Borrower agrees to pay to the Administrative Agent, for its own account, 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.



     (d) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of Unused Commitment Fees and participation fees, to the Lenders. Fees
paid shall be fully earned and shall not be refundable under any circumstances.



     Section 2.14. Interest.



     (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate
plus the Applicable Rate, but in no event to exceed the Maximum Rate.



     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, but in no
event to exceed the Maximum Rate.



     (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee
or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount, at the election of the Required Lenders by
written notice of such election from the Administrative Agent to the Borrower, shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal
of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section (but in each case in no event to exceed the
Maximum Rate); provided that upon the occurrence and during the continuation of any Event
of Default pursuant to clause (h) or (i) of Article IX, the interest rate set forth in the
foregoing clauses (i) and (ii) shall be applicable without any election by or notice from the
Administrative Agent or any Lender.



     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment
Date for such Loan and upon termination of the Aggregate Commitment and on the Maturity Date;
provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Loan prior to the end of the Availability Period at a time when no




Range Resources Credit Agreement — Page 41











 




Borrowing Base Deficiency exists), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.




     (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.



     Section 2.15. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:



     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period; or



     (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in
such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.




     Section 2.16. Increased Costs.



     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;




and the result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any



 Range Resources Credit Agreement — Page 42









 







such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in,
issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as
the case may be, for such additional costs incurred or reduction suffered provided such
Lender or Issuing Bank is generally charging such costs to other similarly situated
borrowers under similar credit facilities.



     (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy and provided such Lender or Issuing Bank’s holding company is
generally charging such costs to other similarly situated borrowers under similar credit
facilities), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.



     (c) A certificate of a Lender or the Issuing Bank setting forth (i) the amount or amounts
reasonably necessary to compensate such Lender or the Issuing Bank or its holding company, as the
case may be, as specified in paragraphs (a) or (b) of this Section, (ii) the factual basis for such
compensation and (iii) the manner in which such amount or amounts were calculated shall be
delivered to the Borrower. Such certificate shall be conclusive absent manifest error. The
Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.



     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof.



     Section 2.17. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert,



 Range Resources Credit Agreement — Page 43









 




continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith), (d) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section
2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if
any, of (i) the amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.




     Section 2.18. Taxes.



     (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.



     (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



     (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate delivered to the Borrower by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, setting forth (i) the amount of such payment or liability reasonably
necessary to compensate the Administrative Agent, such Lender or the Issuing Bank, as the case may
be, (ii) the factual basis



 Range Resources Credit Agreement — Page 44









 




for such compensation and (iii) the manner in which such amount or amounts were calculated,
shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, none
of the Administrative Agent, any Lender or the Issuing Bank shall be indemnified for any
Indemnified Taxes or Other Taxes hereunder unless the Administrative Agent, such Lender or the
Issuing Bank shall make written demand on the Borrower for such reimbursement no later than 180
days after the earlier of (A) the date on which the relevant Governmental Authority makes written
demand upon the Administrative Agent, such Lender or the Issuing Bank for payment of such
Indemnified Taxes or Other Taxes, and (B) the date on which the Administrative Agent, such Lender
or the Issuing Bank has made payment of such Indemnified Taxes or Other Taxes; provided,
that if the Indemnified Taxes or Other Taxes imposed or asserted giving rise to such claims are
retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.




     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without withholding or at a
reduced rate.



     (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.18, it
shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.18 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.



     (g) In the case of a Lender or other recipient that would be subject to withholding tax
imposed by FATCA on payments made on account of any obligation of the Borrower hereunder if such
Lender or other recipient fails to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),



 Range Resources Credit Agreement — Page 45









 




such Lender or other recipient shall deliver to the Borrower and the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA, to determine that such Lender or other recipient has complied
with its obligations under FATCA or to determine the amount to deduct and withhold from any such
payments.




     Section 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



     (a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.16, Section 2.17 or Section 2.18, or otherwise) prior to 12:00 noon on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at JPMorgan Loan Services, 10 South
Dearborn, Floor 07, Chicago, Illinois 60603-2003, except payments to be made directly to the
Issuing Bank as expressly provided herein and except that payments pursuant to Section 2.16,
Section 2.17, Section 2.18 and Section 11.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder shall
be made in Dollars.



     (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and
other Obligations then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to
such parties; provided that in the event such funds are received by and available to the
Administrative Agent as a result of the exercise of any rights and remedies with respect to any
Collateral under the Security Instruments, the parties entitled to a ratable share of such funds
pursuant to the foregoing clause (ii) and the determination of each parties’ ratable share shall
include, on a pari passu basis, (x) the Lender Counterparties with respect to Lender Hedging
Obligations then due and owing to each Lender Counterparty by any Credit Party as a result of the
early termination of any transactions under any Swap Agreements (after giving effect to any netting
agreements) and (y) any Lender or any of its Affiliates with respect to Cash Management Obligations
then due and owing to such Lender or any of its Affiliates by any Credit Party.



     (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or



 Range Resources Credit Agreement — Page 46









 




participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued
interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans and
participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and participations in LC Disbursements,
provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.




     (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



     (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.07(d) or Section 2.07(e), Section 2.08(b), Section 2.19(d) or Section 11.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i)
apply any amounts thereafter received by the Administrative Agent for the account of such Lender
for the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii)
hold any such amounts in a segregated account as cash collateral for, and application to, any
future funding obligations of such Lender under any such Section, in the case of each of clauses
(i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.



 Range Resources Credit Agreement — Page 47









 





     Section 2.20. Mitigation Obligations; Replacement of Lenders.



     (a) If any Lender requests compensation under Section 2.16, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.16 or Section 2.18, as the case may be, in the future and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



     (b) If any Lender requests compensation under Section 2.16, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.18, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 11.04), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of the
Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall
not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such
assignment will result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply.



     (c) If (i) in connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions of this Agreement or any other Loan Document that
requires approval of all of the Lenders, each Lender or each Lender affected thereby under Section
11.02 (excluding, for the avoidance of doubt with respect to this clause (i), any increase in the
Borrowing Base), the consent of the Required Lenders shall have been obtained but the consent of
one or more other Lenders whose consent is required has not been obtained, (ii) notwithstanding
anything to the contrary contained in Section 3.03, in connection with any increase in the
Borrowing Base, the approval of the Super-Majority Lenders shall have been obtained but the
approval of Super-Majority Borrowing Base Lenders has not been obtained (any such non-consenting
Lender or non-approving Lender with respect to the foregoing clauses (i) and (ii) a
“Non-Consenting Lender”), or (iii) any Lender becomes a Defaulting Lender; then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, elect to replace such Non-Consenting Lender or Defaulting Lender, as the case may be, as a
Lender party to this Agreement in accordance with



 Range Resources Credit Agreement — Page 48









 




and subject to the restrictions contained in, and consents required by Section 11.04;
provided that (x) the Borrower shall have received the prior written consent of the
Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall
not unreasonably be withheld or delayed and (y) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts). A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply
or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting Lender.




     Section 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:



     (a) the fees shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 2.13(a);



     (b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in
determining whether all Lenders, the Super-Majority Lenders, the Super-Majority Borrowing Base
Lenders, the Required Lenders or the Majority Lenders have taken or may take any action hereunder
(including any consent to any amendment, waiver or other modification pursuant to Section 11.02),
provided that (i) any waiver, consent, amendment or modification pursuant to Section 11.02
expressly requiring the consent of such Lender or each affected Lender shall require the consent of
such Defaulting Lender, (ii) any waiver, consent, amendment or modification pursuant to Section
11.02 requiring the consent of each Lender shall require the consent of such Defaulting Lender
(except in respect of any increases in the Maximum Facility Amount), and (iii) the Commitment of
such Defaulting Lender may not be increased or extended without the consent of such Defaulting
Lender.



     (c) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:




     (i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable Percentages
but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures plus such
Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’
Commitments and (y) the conditions set forth in Section 5.02 are satisfied at that time;




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall, within three (3) Business Days following notice by the
Administrative Agent, cash collateralize for the benefit of the Issuing Bank only the
Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance



 Range Resources Credit Agreement — Page 49









 







with the procedures set forth in Section 2.07(j) for so long as such LC Exposure is
outstanding;




     (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees
to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause
(i) above, then the fees payable to the Lenders pursuant to Section 2.13(a) and Section
2.13(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; and




     (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither cash
collateralized nor reallocated pursuant to clauses (i) or (ii) above, then, without
prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all letter
of credit fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure
is cash collateralized and/or reallocated; and



     (d) so long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to
issue, amend, or increase any Letter of Credit, unless it is satisfied that the related exposure
and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of
the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance
with Section 2.21(c), and any participating interests in any newly issued or increased Letter of
Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section
2.21(c)(i) (and such Defaulting Lender shall not participate therein).



     If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith
belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to
issue, amend, or increase any Letter of Credit, unless the Issuing Bank shall have entered into
arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank to defease any risk
to it in respect of such Lender hereunder.



     In the event that the Administrative Agent, the Borrower, and the Issuing Bank each agrees
that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of
the other Lenders as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable Percentage; provided, that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any



 Range Resources Credit Agreement — Page 50









 




claim that the Borrower, the Administrative Agent, the Issuing Bank or any other Lender may
have against such Defaulting Lender.




Article III




Borrowing Base



     Section 3.01. Reserve Report; Proposed Borrowing Base. During the period from the
Effective Date until the first Redetermination after the Effective Date, the Borrowing Base shall
be $2,000,000,000 (the “Initial Borrowing Base”). As soon as available and in any event by
March 1 and September 1 of each year, beginning September 1, 2011, the Borrower shall deliver to
the Administrative Agent and each Lender a Reserve Report, prepared as of the immediately preceding
December 31 and June 30, respectively, in form and substance reasonably satisfactory to the
Administrative Agent and prepared by an Approved Petroleum Engineer (or, in the case of the Reserve
Report due on September 1 of each year, by petroleum engineers employed by the Borrower or any of
its Subsidiaries), said Reserve Report to utilize economic and pricing parameters established from
time to time by the Administrative Agent, together with such other information, reports and data
concerning the value of the Borrowing Base Properties as the Administrative Agent shall deem
reasonably necessary to determine the value of such Borrowing Base Properties. Simultaneously with
the delivery to the Administrative Agent and the Lenders of each Reserve Report, the Borrower shall
submit to the Administrative Agent and each Lender the Borrower’s requested amount of the Borrowing
Base as of the next Redetermination Date. Promptly after the receipt by the Administrative Agent
of such Reserve Report and Borrower’s requested amount for the Borrowing Base, the Administrative
Agent shall submit to the Lenders a recommended amount of the Borrowing Base to become effective
for the period commencing on the next Redetermination Date.



     Section 3.02. Scheduled Redeterminations of the Borrowing Base; Procedures and
Standards. Based on the Reserve Reports made available to the Administrative Agent and the
Lenders pursuant to Section 3.01, the requisite Lenders shall redetermine the Borrowing Base on or
prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible
based on the engineering and other information available to the Lenders) in accordance with this
Section 3.02. Any Borrowing Base which becomes effective as a result of any Redetermination shall
be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Maximum
Facility Amount, (b) to the extent such Borrowing Base represents an increase in the Borrowing Base
in effect prior to such Redetermination, such Borrowing Base must be approved by the Super-Majority
Borrowing Base Lenders, and (c) to the extent such Borrowing Base represents a reaffirmation or
decrease in the Borrowing Base in effect prior to such Redetermination or a reaffirmation of such
prior Borrowing Base, such Borrowing Base must be approved by the Administrative Agent and Required
Lenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required
Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of
its recommended Borrowing Base pursuant to Section 3.01, or by the Super-Majority Borrowing Base
Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the
Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been
approved and request that each Lender submit to the Administrative Agent within ten (10) days
thereafter its proposed Borrowing Base. Promptly following the 10th day after the



 Range Resources Credit Agreement — Page 51









 




Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative
Agent shall determine the Borrowing Base for such Redetermination by calculating the highest
Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to
constitute Required Lenders (or the Super-Majority Borrowing Base Lenders in the case of an
increase in the Borrowing Base). The Borrower acknowledges and agrees that each Redetermination
shall be based upon the loan collateral value which the Administrative Agent and each Lender in its
sole discretion (using such methodology, assumptions and discount rates as the Administrative Agent
and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) assigns to
the Borrowing Base Properties at the time in question and based upon such other credit factors
consistently applied (including, without limitation, the assets, liabilities, cash flow, business,
properties, prospects, management and ownership of the Credit Parties) as the Administrative Agent
and such Lender customarily considers in evaluating similar oil and gas credits, including
adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted
Subsidiaries as such exist at the time of such Redetermination. It is expressly understood that
the Administrative Agent and Lenders have no obligation to designate the Borrowing Base at any
particular amount, except in the exercise of their discretion, whether in relation to the Aggregate
Commitment or otherwise. If the Borrower does not furnish all information, reports and data
required to be delivered by any date specified in this Article III, unless such failure is not the
fault of the Borrower, the Administrative Agent and Lenders may nonetheless designate the Borrowing
Base at any amounts which the Administrative Agent and Lenders in their reasonable discretion
determine and may redesignate the Borrowing Base from time to time thereafter until the
Administrative Agent and Lenders receive all such information, reports and data, whereupon the
Administrative Agent and Lenders shall designate a new Borrowing Base, as described above.




     Section 3.03. Special Redeterminations. The Borrower shall be permitted to request a
Special Redetermination of the Borrowing Base once between each Scheduled Redetermination and the
Required Lenders shall be permitted to request a Special Redetermination once between each
Scheduled Redetermination. Any request by Borrower pursuant to this Section 3.03 shall be
submitted to the Administrative Agent and each Lender and at the time of such request (or within
twenty (20) days thereafter in the case of the Reserve Report) Borrower shall (a) deliver to the
Administrative Agent and each Lender a Reserve Report prepared as of a date prior to the date of
such request that is reasonably acceptable to the Administrative Agent and such other information
which the Administrative Agent shall reasonably request, and (b) notify the Administrative Agent
and each Lender of the Borrowing Base requested by Borrower in connection with such Special
Redetermination. Any request by Required Lenders for a Special Redetermination pursuant to this
Section 3.03 shall be submitted to the Administrative Agent and the Borrower. In addition to the
Scheduled Redeterminations and requested Special Redeterminations, there shall be a determination
by the Required Lenders of the reduction, if any, in the Borrowing Base required upon the
consummation of any Disposition of Borrowing Base Properties in accordance with clause (vii) of
Section 7.03(a). Any Special Redetermination shall be made by the Administrative Agent and Lenders
in accordance with the procedures and standards set forth in Section 3.02; provided that no
Reserve Report is required to be delivered to the Administrative Agent or the Lenders in connection
with any Special Redetermination requested by the Required Lenders pursuant to this Section 3.03.



 Range Resources Credit Agreement — Page 52









 





     Section 3.04. Notice of Redetermination. Promptly following any Redetermination of
the Borrowing Base, the Administrative Agent shall notify the Borrower of the amount of the
redetermined Borrowing Base, which Borrowing Base shall be effective as of the date specified in
such notice, and such Borrowing Base shall remain in effect for all purposes of this Agreement
until the next Redetermination.



Article IV




Representations and Warranties



     Each Credit Party represents and warrants to the Lenders that: (it being understood and agreed
that with respect to the Effective Date such representations and warranties are deemed to be made
concurrently with and after giving effect to the consummation of the Transactions):



     Section 4.01. Organization; Powers. Each Credit Party is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.



     Section 4.02. Authorization; Enforceability. The Transactions are within each Credit
Party’s corporate, limited liability company or partnership powers and have been duly authorized by
all necessary corporate, limited liability company or partnership and, if required, stockholder
action. This Agreement has been duly executed and delivered by each Credit Party and constitutes a
legal, valid and binding obligation of each Credit Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.



     Section 4.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect
and, after the Effective Date, any required filings with the Securities and Exchange Commission,
(b) will not violate any applicable law or regulation or the charter, by-laws or other
Organizational Documents of the Borrower or any Restricted Subsidiary or any order of any
Governmental Authority, (c) will not violate or result in a default under any indenture, agreement
or other instrument evidencing Material Indebtedness binding upon the Borrower or any Restricted
Subsidiary or any of their respective assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any Restricted Subsidiary, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary not
otherwise permitted under Section 7.02.



     Section 4.04. Financial Condition; No Material Adverse Change.



     (a) The Borrower has heretofore furnished to the Lenders the audited consolidated balance
sheet and related statements of income, stockholders equity and cash flows of the



 Range Resources Credit Agreement — Page 53









 




Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended December
31, 2009, reported on by Ernst & Young LLP, and (ii) as of and for the fiscal quarter and portion
of the fiscal year ended September 30, 2010, setting forth in comparative form the figures for the
corresponding period of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by a Responsible Officer. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash flows of the
Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii) above.




     (b) Since September 30, 2010, there has been no development or event that has had or could
reasonably be expected to result in Material Adverse Effect.



     Section 4.05. Properties; Mortgaged Properties.



     (a) Except as otherwise provided in Section 4.15 with respect to Oil and Gas Interests, the
Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, all
such real and personal property material to its business, except for minor defects in title that do
not interfere with its ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.



     (b) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the
use thereof by the Borrower and such Restricted Subsidiaries, as the case may be, does not infringe
upon the rights of any other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



     (c) The Engineered Value of the Mortgaged Properties (excluding from and after the date that
is ninety (90) days following the Effective Date any Barnett Shale Properties unless and until the
Borrower requests and the Required Lenders permit such Barnett Shale Properties to be Borrowing
Base Properties) is at least equal to the percentage of the Borrowing Base or Aggregate Commitment
(as applicable) required pursuant to Section 6.09.



     Section 4.06. Litigation and Environmental Matters.



     (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the
Borrower or any Restricted Subsidiary, (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or
(ii) that involve this Agreement or the Transactions.



     (b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any Restricted Subsidiary to the Borrower’s knowledge (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become subject



 Range Resources Credit Agreement — Page 54









 




to any Environmental Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental Liability.




     (c) Notwithstanding the disclosure of any Disclosed Matter pursuant to clause (a) of this
Section 4.06, since the date of this Agreement and except for the possible assessment of civil
penalties pursuant to the EPA Action, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, make it materially more likely that such Disclosed
Matters could reasonably be expected to result in a Material Adverse Effect.



     Section 4.07. Compliance with Laws and Agreements. The Borrower and each Restricted
Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.



     Section 4.08. Investment Company Status. Neither the Borrower nor any Restricted
Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.



     Section 4.09. Taxes. The Borrower and each Restricted Subsidiary has timely filed or
caused to be filed all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.



     Section 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of FASB Statement 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of FASB Statement 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market
value of the assets of all such underfunded Plans.



     Section 4.11. Disclosure. The Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any Restricted Subsidiary is
subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. None of the other reports,
financial statements, certificates or other information furnished by or on behalf of the Borrower
or any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were



 Range Resources Credit Agreement — Page 55









 




made, not misleading; provided that, with respect to the Projections, the Borrower
represents only that such information was prepared in good faith based on assumptions believed to
be reasonable at the time.




     Section 4.12. Labor Matters. There are no strikes, lockouts or slowdowns against the
Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower,
threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked
by and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other Law dealing with such matters to the extent
that such violation could reasonably be expected to have a Material Adverse Effect.



     Section 4.13. Capitalization and Credit Party Information. Schedule 4.13 lists, as
of the Effective Date (a) each Subsidiary that is an Unrestricted Subsidiary, (b) for the Borrower,
its full legal name, its jurisdiction of organization and its federal tax identification number,
and (c) for each Restricted Subsidiary its full legal name, its jurisdiction of organization, its
federal tax identification number, the number of shares of capital stock or other Equity Interests
outstanding and the owner(s) of such Equity Interests.



     Section 4.14. Margin Stock. Neither the Borrower nor any Restricted Subsidiary is
engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by
the Board), and no part of the proceeds of any Loan will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying margin stock except
in compliance with applicable law.



     Section 4.15. Oil and Gas Interests. Each Credit Party has, in all material
respects, good and defensible title to all proved reserves included in the Oil and Gas Interests
(for purposes of this Section 4.15, “proved Oil and Gas Interests”) described in the most recent
Reserve Report provided to the Administrative Agent, free and clear of all Liens except Liens
permitted pursuant to Section 7.02. All such proved Oil and Gas Interests are valid, subsisting,
and in full force and effect, in all material respects, and all rentals, royalties, and other
amounts due and payable in respect thereof have, in all material respects, been duly paid or if not
duly paid, are being contested in good faith in the ordinary course of business. Without regard to
any consent or non-consent provisions of any joint operating agreement covering any Credit Party’s
proved Oil and Gas Interests, such Credit Party’s share of (a) the costs for each proved Oil and
Gas Interest described in the Reserve Report is not materially greater than the decimal fraction
set forth in the Reserve Report, before and after payout, as the case may be, and described therein
by the respective designations “working interests,” “WI,” “gross working interest,” “GWI,” or
similar terms (except in such cases where there is a corresponding increase in the net revenue
interest), and (b) production from, allocated to, or attributed to each such proved Oil and Gas
Interest is not materially less than the decimal fraction set forth in the Reserve Report, before
and after payout, as the case may be, and described therein by the designations “net revenue
interest,” “NRI,” or similar terms. Each well drilled in respect of proved producing Oil and Gas
Interests described in the Reserve Report (i) is capable of, and is presently, either producing
Hydrocarbons in commercially profitable quantities or in the process of being worked over or
enhanced, and the Credit Party that owns such proved producing Oil and Gas Interests is



 Range Resources Credit Agreement — Page 56









 




currently receiving payments for its share of production, with no funds in respect of any
thereof being presently held in suspense, other than any such funds being held in suspense pending
delivery of appropriate division orders, and (ii) has been drilled, bottomed, completed, and
operated in compliance with all applicable laws, in the case of clauses (i) and (ii), except where
any failure to satisfy clause (i) or to comply with clause (ii) could not reasonably be expected to
have a Material Adverse Effect, and no such well which is currently producing Hydrocarbons is
subject to any penalty in production by reason of such well having produced in excess of its
allowable production that could reasonably be expected to have a Material Adverse Effect.




     Section 4.16. Insurance. All insurance reasonably necessary in the Credit Parties’
ordinary course of business is in effect and all premiums due on such insurance have been paid.



     Section 4.17. Solvency.



     (a) Immediately after the consummation of the Transactions and immediately following the
making of the initial Borrowing made on the Effective Date (if any) and after giving effect to the
application of the proceeds thereof, (i) the fair value of the assets of the Credit Parties on a
consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Credit Parties on a consolidated basis; (ii) the present fair
saleable value of the real and personal property of the Credit Parties on a consolidated basis will
be greater than the amount that will be required to pay the probable liability of the Credit
Parties on a consolidated basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (iii) the Credit
Parties on a consolidated basis will be able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the
Credit Parties on a consolidated basis will not have unreasonably small capital with which to
conduct the businesses in which they are engaged as such businesses are now conducted and are
proposed to be conducted after the date hereof.



     (b) The Credit Parties do not intend to, and do not believe that they will, incur debts beyond
their ability to pay such debts as they mature, taking into account the timing of and amounts of
cash to be received by it and the timing of the amounts of cash to be payable on or in respect of
its Indebtedness.



Article V




Conditions



     Section 5.01. Effective Date. The obligations of the Lenders to continue the
Original Loans and the obligations of the Lenders to make Loans and of the Issuing Bank to continue
the Existing Letters of Credit and to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 11.02):



     (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a



 Range Resources Credit Agreement — Page 57









 




signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.




     (b) The Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of (i) Vinson & Elkins LLP,
counsel for the Credit Parties, substantially in the form of Exhibit B, and covering such other
matters relating to the Credit Parties, this Agreement or the Transactions as the Majority Lenders
shall reasonably request and (ii) local counsel for the Credit Parties in Pennsylvania, in form and
substance satisfactory to the Administrative Agent, and, in each case, covering such other matters
relating to the Credit Parties, this Agreement or the Transactions as the Majority Lenders shall
reasonably request. The Credit Parties hereby request such counsels to deliver such opinions.



     (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of each Credit Party, the authorization of the Transactions and any other legal
matters relating to the Credit Parties, this Agreement or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel.



     (d) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by a Responsible Officer of the Borrower, confirming that the Credit Parties have (i)
complied with the conditions set forth in paragraphs (a), (b), and (c) of Section 5.02, (ii)
complied with the covenants set forth in Section 6.05 (and demonstrating such compliance by the
attachment of insurance certificates evidencing the coverage described in such summary), (iii)
complied with the requirements of Section 6.09, and (iv) complied with the conditions set forth in
paragraph (l) of this Section 5.01.



     (e) The Administrative Agent, the Lenders and the Co-Lead Arrangers shall have received all
fees and other amounts due and payable on or prior to the Effective Date (including any funding
indemnification obligations), and, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including all
fees, expenses and disbursements of counsel for the Administrative Agent to the extent invoiced on
or prior to the Effective Date, together with such additional amounts as shall constitute such
counsel’s reasonable estimate of expenses and disbursements to be incurred by such counsel in
connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing
statements; provided, that, such estimate shall not thereafter preclude further
settling of accounts between the Borrower and the Administrative Agent.



     (f) The Administrative Agent shall have received the Pledge Agreement duly executed and
delivered by the appropriate Credit Parties, together with such other documents and instruments as
may be required to be delivered thereunder, creating Liens prior and superior in right to any other
Person, subject to the Liens permitted under Section 7.02, in all of the Equity Interests of each
Restricted Subsidiary now or hereafter owned by Borrower or any Restricted Subsidiary.




 Range Resources Credit Agreement — Page 58











 





     (g) The Administrative Agent shall have received Mortgages (or amendments to Mortgages)
reasonably satisfactory to the Administrative Agent with respect to the Borrowing Base Properties,
or the portion thereof, as required by Section 6.09.



     (h) The Administrative Agent shall have received promissory notes duly executed by the
Borrower for each Lender that has requested the delivery of a promissory note pursuant to and in
accordance with Section 2.10(e).



     (i) In the event any Loans are made on the Effective Date, the Administrative Agent shall have
received a Borrowing Request acceptable to the Administrative Agent and in accordance with Section
2.05 setting forth the Loans requested by the Borrower on the Effective Date, the Type and amount
of each Loan and the accounts to which such Loans are to be funded; provided that all
Borrowings on the Effective Date shall be ABR Borrowings.



     (j) If the initial Borrowing includes the issuance of a Letter of Credit, the Administrative
Agent shall have received a written request in accordance with Section 2.07 of this Agreement.



     (k) The Administrative Agent shall have filed such financing statements as Administrative
Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Documents
capable of perfection by filing, all of which shall be filed of record in such jurisdictions as the
Administrative Agent shall require in its sole discretion.



     (l) Each Credit Party shall have obtained all approvals required from any Governmental
Authority and all consents of other Persons, in each case that are necessary or advisable in
connection with the Transactions and each of the foregoing shall be in full force and effect and in
form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting
periods, if any, shall have expired without any action being taken or threatened by any competent
authority which would restrain, prevent or otherwise impose adverse conditions on the transactions
contemplated by the Loan Documents or the financing thereof and no action, request for stay,
petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing
shall be pending, and the time for any applicable agency to take action to set aside its consent on
its own motion shall have expired.



     (m) There shall not exist any action, suit, investigation, litigation or proceeding or other
legal or regulatory developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the
aggregate, materially impairs the Transactions, the financing thereof or any of the other
transactions contemplated by the Loan Documents or that could reasonably be expected to have a
Material Adverse Effect.



     (n) The Administrative Agent shall have received a Solvency Certificate, in form and substance
satisfactory to the Administrative Agent, dated the Effective Date, and signed by a Responsible
Officer of the Borrower.



     (o) The Administrative Agent shall have received such other instruments and documents
incidental and appropriate to the transaction provided for herein as the Administrative



Range Resources Credit Agreement — Page  59









 




Agent or its special counsel may reasonably request prior to the Effective Date, and all such
documents shall be in form and substance satisfactory to the Administrative Agent.



The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to continue the Original Loans and the obligations of the Lenders to make Loans and of the
Issuing Bank to continue the Existing Letters of Credit and to issue Letters of Credit hereunder
shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant
to Section 11.02) at or prior to 3:00 p.m. on February 28, 2011 (and, in the event such conditions
are not so satisfied or waived, the Aggregate Commitment shall terminate at such time).




     Section 5.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:



     (a) The representations and warranties of each Credit Party set forth in the Loan Documents
shall be true and correct in all material respects on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except
to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date.



     (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.



     (c) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Borrowing Base
Deficiency exists or would be caused thereby.


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section 5.02.




Article VI



Affirmative Covenants



     Until the Aggregate Commitment has expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters
of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed,
each Credit Party covenants and agrees with the Lenders that:



     Section 6.01. Financial Statements; Other Information. The Borrower will furnish to
the Administrative Agent and each Lender:



     (a) within 90 days after the end of each fiscal year of the Borrower, the audited consolidated
(and unaudited consolidating) balance sheet and related consolidated (and with



Range Resources Credit Agreement — Page 60









 




respect to statements of operations, consolidating) statements of operations, stockholders’
equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for
such year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by a firm of independent public accountants reasonably acceptable to Administrative
Agent (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of
operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;




     (b) within 45 days after the end of each of the first three fiscal quarters of the Borrower
and within 60 days after the end of the last fiscal quarter of the Borrower, the consolidated (and
consolidating) balance sheet and related consolidated (and with respect to statements of
operations, consolidating) statements of operations and cash flows of the Borrower and its
Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by a Responsible Officer as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments, reclassifications, and the absence of footnotes;



     (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a
certificate in a form reasonably acceptable to Administrative Agent signed by a Responsible Officer
of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto,
and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.11;



     (d) as soon as available, and in any event no later than March 1 and September 1 of each year,
(i) the Reserve Reports required on such dates pursuant to Section 3.01 (it being understood that
projections concerning volumes attributable to the Oil and Gas Interests and production and cost
estimates contained in each Reserve Report are necessarily based upon professional opinions,
estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that
such opinions, estimates and projections will ultimately prove to have been accurate), and (ii)
concurrently with the delivery of such Reserve Reports, a certificate in a form reasonably
acceptable to Administrative Agent signed by a Responsible Officer of the Borrower setting forth
(A) a true and correct schedule of the Mortgaged Properties, (B) the percentage of the Borrowing
Base or Aggregate Commitment (as applicable) that the Engineered Value of the Mortgaged Properties
(excluding from and after the date that is ninety (90) days following the Effective Date any
Barnett Shale Properties unless and until the Borrower requests and the Required Lenders permit
such Barnett Shale Properties to be Borrowing Base Properties) represents, (C) a description of the
additional Oil and Gas Interests, if any, to be mortgaged by the Credit Parties to comply with
Section 6.09, and (D) the percentage of the Engineered Value of the Mortgaged Properties for which
the ownership of record of the mortgagor of such Mortgaged Properties has been confirmed;



Range Resources Credit Agreement — Page 61









 





     (e) together with the Reserve Reports required under clause (d) above, a report, in reasonable
detail, setting forth the Swap Agreements then in effect, the notional volumes of and prices for,
on a monthly basis and in the aggregate, the Crude Oil, Natural Gas and Natural Gas Liquids for
each such Swap Agreement and the term of each such Swap Agreement;



     (f) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of any Credit Party, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably request including any
management letter or comparable analysis prepared by the auditors for and received by any Credit
Party.


Documents required to be delivered pursuant to Section 6.01 or Section 6.02 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower (or the Administrative Agent on behalf of Borrower and at Borrower’s request) posts
such documents, or provides a link thereto on the Borrower’s website on the Internet at the website
address identified in Section 11.01 on which such documents are posted on the Borrower’s behalf on
an Internet or intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a
written request to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything
contained herein, in every instance the Borrower shall be required to provide paper copies of the
compliance certificates required by Section 6.01(c) to the Administrative Agent. Except for such
compliance certificates, the Administrative Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents.




     The Borrower hereby acknowledges that (a) the Administrative Agent and/or J.P. Morgan
Securities LLC, in its capacity as a Co-Lead Arranger, will make available to the Lenders and the
Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b) certain of the Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information
with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower
hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
Borrower shall be deemed to have authorized the Administrative Agent, the Co-Lead Arrangers, the
Issuing Bank and the Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and proprietary) with respect
to the Borrower or its securities for purposes of United States Federal and state securities laws;
(y) all Borrower Materials marked “PUBLIC” are permitted to be made



Range Resources Credit Agreement — Page 62









 




available through a portion of the Platform designated “Public Investor;” and (z) the
Administrative Agent and the Arranger shall be entitled to treat Borrower’s Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Investor.”




     Section 6.02. Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender, which delivery may be electronic to the extent permitted in
Section 6.01, prompt written notice of the following:



     (a) the occurrence of any Default;



     (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if
adversely determined, could reasonably be expected to result in a Material Adverse Effect;



     (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Borrower and the
Restricted Subsidiaries in an aggregate amount exceeding $25,000,000;



     (d) any written notice or written claim to the effect that any Credit Party is or may be
liable to any Person as a result of the release by any Credit Party, or any other Person of any
Hazardous Materials into the environment, which could reasonably be expected to have a Material
Adverse Effect;



     (e) any written notice alleging any violation of any Environmental Law by any Credit Party,
which could reasonably be expected to have a Material Adverse Effect; and



     (f) any other development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.


Each notice delivered under this Section shall be accompanied by a statement of a Responsible
Officer or other executive officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




     Section 6.03. Existence; Conduct of Business. The Borrower will, and will cause each
Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep
in full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.03. In
addition, and notwithstanding any restriction in Section 7.03, the Borrower will cause Oil & Gas
Title Abstracting, LLC to be merged with and into a Credit Party no later than March 31, 2011.



     Section 6.04. Payment of Obligations. The Borrower will, and will cause each
Restricted Subsidiary to, pay its obligations, including Tax liabilities, that, if not paid, could
result in a Material Adverse Effect before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by appropriate



Range Resources Credit Agreement — Page 63









 




proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material Adverse Effect.




     Section 6.05. Maintenance of Properties; Insurance. The Borrower will, and will
cause each Restricted Subsidiary to, (a) keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted, and (b)
maintain, with financially sound and reputable insurance companies, insurance in such amounts and
against such risks as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations. Upon request of the Administrative Agent,
the Borrower will furnish or cause to be furnished to the Administrative Agent from time to time a
summary of the respective insurance coverage of the Borrower and its Restricted Subsidiaries in
form and substance reasonably satisfactory to the Administrative Agent, and, if requested, will
furnish the Administrative Agent copies of the applicable policies. Upon demand by Administrative
Agent, the Borrower will cause any insurance policies covering any such property to be endorsed (i)
to include the Administrative Agent as additional insured with respect to all liability policies
and (ii) to provide for such other matters as the Administrative Agent or Lenders may reasonably
require.



     Section 6.06. Books and Records; Inspection Rights. The Borrower will, and will
cause each Restricted Subsidiary to, keep proper books of record and account in which full, true
and correct entries are made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each Restricted Subsidiary to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books and records, and
to discuss its affairs, finances and condition with its officers and, provided an officer of the
Borrower has the reasonable opportunity to participate, its independent accountants, all at such
reasonable times and as often as reasonably requested.



     Section 6.07. Compliance with Laws. The Borrower will, and will cause each
Restricted Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



     Section 6.08. Use of Proceeds and Letters of Credit. The proceeds of the Loans will
be used only to (a) pay the fees, expenses and transaction costs of the Transactions, (b) to
satisfy reimbursement obligations with respect to Letters of Credit, (c) to make Restricted
Payments permitted by Section 7.06(b) and 7.06(d), (d) to make investments permitted by Section
7.04 and (e) finance the working capital needs of the Borrower and the Restricted Subsidiaries,
including capital expenditures, and for general corporate purposes of the Borrower and the
Restricted Subsidiaries, in the ordinary course of business, including the exploration, acquisition
and development of Oil and Gas Interests. No part of the proceeds of any Loan will be used,
whether directly or indirectly, to purchase or carry any margin stock (as defined in Regulation U
issued by the Board) except in accordance with applicable law. Letters of Credit will be issued
only to support general corporate purposes of the Borrower and the Restricted Subsidiaries.



Range Resources Credit Agreement — Page 64









 





     Section 6.09. Mortgages. Each Borrower will, and will cause each Guarantor to,
execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Mortgages
in form and substance acceptable to the Administrative Agent together with such other assignments,
conveyances, amendments, agreements and other writings, including, without limitation, UCC-1
financing statements (each duly authorized and executed, as applicable) as the Administrative Agent
shall deem necessary or appropriate to grant, evidence, perfect and maintain Liens in Borrowing
Base Properties (and for the ninety (90) day period following the Effective Date, the Barnett Shale
Properties) having an Engineered Value equal to or greater than (a) for the period from and after
the Effective Date to but excluding the date that is ninety days following the Effective Date, 135%
of the lesser of (i) the Borrowing Base then in effect and (ii) the Aggregate Commitment, and (b)
for any period thereafter, 180% of the lesser of (i) the Borrowing Base then in effect and (ii) the
Aggregate Commitment; provided, that in the case of each of clauses (a) and (b) above, the
Engineered Value of the Virginia Borrowing Base Properties that are deemed to be subject to a
Mortgage for purposes of this Agreement shall not exceed thirty-five percent (35%) of such total
Engineered Value of the Borrowing Base Properties subject to a Lien granted pursuant to a Mortgage
in favor of the Administrative Agent, for the benefit of the Secured Parties. From time to time
thereafter, including within the ninety day period after the Effective Date, the Borrower shall
execute and deliver, or cause to be executed and delivered, additional Mortgages and, to the extent
applicable, amendments to, or amendment and restatements of, the Mortgages in existence prior to
the Effective Date (other than any Mortgages covering any Barnett Shale Properties), in form and
substance reasonably satisfactory to the Administrative Agent, as may reasonably be required to
maintain compliance with this Section 6.09.



     Section 6.10. Title Data. Upon Administrative Agent’s request at any time a Default
shall have occurred and is continuing, the Borrower will, and will cause each Guarantor to, deliver
to the Administrative Agent such evidence of title as the Administrative Agent shall deem
reasonably necessary or appropriate to verify (a) the ownership of eighty percent (80%) of the
Engineered Value of the Mortgaged Properties of the Borrower and the Guarantors and (b) the
validity, perfection and priority of the Liens created by such Mortgages and such other matters
regarding such Mortgages as Administrative Agent shall reasonably request.



     Section 6.11. Swap Agreements. Upon the request of the Majority Lenders, the
Borrower and each Restricted Subsidiary shall use their commercially reasonable efforts to cause
each Swap Agreement to which the Borrower or any Restricted Subsidiary is a party to (a) expressly
permit such assignment and (b) upon the occurrence of any default or event of default under such
agreement or contract, (i) to permit the Lenders to cure such default or event of default and
assume the obligations of such Credit Party under such agreement or contract and (ii) to prohibit
the termination of such agreement or contract by the counterparty thereto if the Lenders assume the
obligations of such Credit Party under such agreement or contract and the Lenders take the actions
required under the foregoing clause (i). Upon the request of the Administrative Agent, the
Borrower shall, within thirty (30) days of such request, provide to the Administrative Agent and
each Lender copies of all agreements, documents and instruments evidencing the Swap Agreements not
previously delivered to the Administrative Agent and Lenders, certified as true and correct by a
Responsible Officer of the Borrower, and such other information regarding such Swap Agreements as
the Administrative Agent and Lenders may reasonably request.



Range Resources Credit Agreement — Page 65









 





     Section 6.12. Operation of Oil and Gas Interests.



     (a) Each Borrower will, and will cause each Restricted Subsidiary to, maintain, develop and
operate its Oil and Gas Interests in a good and workmanlike manner, and observe and comply with all
of the terms and provisions, express or implied, of all oil and gas leases relating to such Oil and
Gas Interests so long as such Oil and Gas Interests are capable of producing Hydrocarbons and
accompanying elements in paying quantities, except where such failure to comply could not
reasonably be expected to have a Material Adverse Effect.



     (b) Borrower will, and will cause each Restricted Subsidiary to, comply in all respects with
all contracts and agreements applicable to or relating to its Oil and Gas Interests or the
production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a
failure to so comply could not reasonably be expected to have a Material Adverse Effect.



     Section 6.13. Restricted Subsidiaries. In the event any Person is or becomes a
Restricted Subsidiary, Borrower will (a) promptly take all action necessary to comply with Section
6.14, (b) promptly take all such action and execute and deliver, or cause to be executed and
delivered, to the Administrative Agent all such documents, opinions, instruments, agreements, and
certificates similar to those described in Section 5.01(b) and Section 5.01(c) that the
Administrative Agent may reasonably request, and (c) promptly cause such Restricted Subsidiary to
(i) become a party to this Agreement and Guarantee the Obligations by executing and delivering to
the Administrative Agent a Counterpart Agreement in the form of Exhibit C, and (ii) to the extent
required to comply with Section 6.09 or as requested by the Administrative Agent, execute and
deliver Mortgages and other Security Instruments creating a Lien prior and superior in right to any
other Person, subject to Liens permitted by Section 7.02, in such Restricted Subsidiary’s Oil and
Gas Interests and other assets. Upon delivery of any such Counterpart Agreement to the
Administrative Agent, notice of which is hereby waived by each Credit Party, such Restricted
Subsidiary shall be a Guarantor and shall be as fully a party hereto as if such Restricted
Subsidiary were an original signatory hereto. Each Credit Party expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any
other Credit Party hereunder. This Agreement shall be fully effective as to any Credit Party that
is or becomes a party hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Credit Party hereunder. With respect to each such Restricted Subsidiary, the
Borrower shall promptly send to the Administrative Agent written notice setting forth with respect
to such Person the date on which such Person became a Restricted Subsidiary of the Borrower, and
supplement the data required to be set forth in the Schedules to this Agreement as a result of the
acquisition or creation of such Restricted Subsidiary; provided that such supplemental data
must be reasonably acceptable to the Administrative Agent and Majority Lenders.



     Section 6.14. Pledged Equity Interests. On the date hereof and promptly after the
time that any Restricted Subsidiary of the Borrower is created or acquired or any Unrestricted
Subsidiary becomes a Restricted Subsidiary, the Borrower and the Restricted Subsidiaries (as
applicable) shall execute and deliver to the Administrative Agent for the benefit of the Secured
Parties, the Pledge Agreement (or an amendment to the Pledge Agreement) from the Borrower and/or
the Restricted Subsidiaries (as applicable) covering all Equity Interests owned by the



Range Resources Credit Agreement — Page 66









 



Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all
certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and
outstanding Equity Interests of each such Restricted Subsidiary of every class owned by such Credit
Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers
executed in blank (as applicable), as Administrative Agent shall deem necessary or appropriate to
grant, evidence and perfect a first priority security interest in the issued and outstanding Equity
Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary.
Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary shall be required
to pledge in excess of 65% of the voting Equity Interests of any Restricted Subsidiary that is a
Foreign Subsidiary (and shall not be required to pledge any Equity Interests of a second-tier
Foreign Subsidiary).




     Section 6.15. Further Assurances. Each Credit Party, at its sole cost and expense,
will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed
and delivered, promptly after reasonable request hereunder, such additional mortgages, deeds of
trust, security agreements, financing statements, reports, certificates or other documents,
agreements and instruments, all in form and substance reasonably satisfactory to the Administrative
Agent, and take all such actions as may be requested hereunder or as the Administrative Agent may
reasonably request for the purposes of implementing or effectuating the rights of the
Administrative Agent and the Lenders with respect to the Collateral pursuant hereto or thereto or
complying with the conditions, covenants and agreements of the Credit Parties in this Agreement and
the other Loan Documents.



Article VII



Negative Covenants



     Until the Aggregate Commitment has expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have
expired or terminated and all LC Disbursements shall have been reimbursed, each Credit Party
covenants and agrees with the Lenders that:



     Section 7.01. Indebtedness. The Borrower will not, nor will it permit any of its
Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:



     (a) the Obligations;



     (b) Indebtedness existing on the date hereof and set forth in Schedule 7.01 and extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding principal
amount thereof;



     (c) Indebtedness of the Borrower to any Guarantor and of any Guarantor to the Borrower or any
other Guarantor; provided, that all such Indebtedness shall be unsecured and subordinated
in right of payment to the payment in full of all of the Obligations as provided in Section 8.06;



     (d) Guarantees of the Obligations;



Range Resources Credit Agreement — Page 67









 





     (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 $200,000,000 at any time outstanding;



     (f) Indebtedness incurred or deposits made by the Borrower and any Restricted Subsidiary (i)
under worker’s compensation laws, unemployment insurance laws or similar legislation, or (ii) in
connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Credit Party is a party, (iii) to secure public or statutory obligations of such Credit
Party, and (iv) of cash or U.S. Government Securities made to secure the performance of statutory
obligations, surety, stay, customs and appeal bonds to which such Credit Party is a party in
connection with the operation of the Oil and Gas Interests, in each case in the ordinary course of
business;



     (g) Indebtedness of any Borrower or any Restricted Subsidiary under (i) Swap Agreements to the
extent permitted under Section 7.05, (ii) Advance Payment Contracts permitted under Section 7.12,
and (iii) Sale and Leaseback Transactions permitted under Section 7.12;



     (h) unsecured Indebtedness under the Senior Notes (and any Permitted Refinancing thereof) in
an aggregate principal amount not exceeding $2,100,000,000 at any time outstanding and extensions,
renewals, and replacements of any such Indebtedness that is unsecured and does not cause the
aggregate principal amount of the Senior Notes to exceed the maximum principal amount permitted
under this clause (h) as of the date of such extension, renewal or replacement; and



     (i) other unsecured Indebtedness of the Credit Parties in an aggregate principal amount not
exceeding $50,000,000 at any time outstanding.



     Section 7.02. Liens. The Borrower will not, nor will it permit any of its Restricted
Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:



     (a) any Lien created pursuant to this Agreement or the Security Instruments;



     (b) Permitted Encumbrances;



     (c) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on
the date hereof and set forth in Schedule 7.02; provided that (i) such Lien shall not apply
to any other property or asset of the Borrower or any other Restricted Subsidiary and (ii)



Range Resources Credit Agreement — Page 68









 




such Lien shall secure only those obligations which it secures on the date hereof and
extensions, renewals and replacements thereof that do not increase the outstanding principal amount
thereof;




     (d) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that
becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a
Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by
Section 7.01(e), (ii) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iii) such Lien
shall not apply to any other property or assets of the Borrower or any other Restricted Subsidiary
and (iv) such Lien shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and
extensions, renewals and replacements thereof that do not increase the outstanding principal amount
thereof; and



     (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any
Restricted Subsidiary; provided that (i) such Liens, secure Indebtedness permitted by
Section 7.01(e), (ii) such security interests and the Indebtedness secured thereby are incurred
prior to or within 90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iv) such security interests shall not
apply to any other property or assets of the Borrower or any other Restricted Subsidiaries.



     Section 7.03. Fundamental Changes.



     (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge
into or consolidate with any other Person, or permit any other Person to merge into or consolidate
with it, or Dispose of (in one transaction or in a series of transactions) all or any substantial
part of the assets of the Borrower and its Restricted Subsidiaries taken as a whole, or any of its
Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each
case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower
or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the
ordinary course of business, and if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing:



          (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the
Borrower is the surviving entity,




          (ii) any Restricted Subsidiary may merge into any other Restricted Subsidiary in a
transaction in which the surviving entity is a Restricted Subsidiary,




          (iii) any Restricted Subsidiary may Dispose of its assets to the Borrower or to another
Restricted Subsidiary,




          (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in
good faith that such liquidation or dissolution is in the best interests of the Borrower and
is not materially disadvantageous to the Lenders,






Range Resources Credit Agreement — Page 69









 








          (v) the Borrower or any Restricted Subsidiary may Dispose of equipment and related
items in the ordinary course of business, that are obsolete or no longer necessary in the
business of the Borrower or any of its Restricted Subsidiaries or that is being replaced by
equipment of comparable value and utility,




          (vi) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary may Dispose
of Borrowing Base Properties (pursuant to a Disposition of all, but not less than all, of
the Equity Interests of any Restricted Subsidiary owning Borrowing Base Properties or
otherwise); provided that the Engineered Value (as assigned by the Administrative
Agent) of all Borrowing Base Properties Disposed of between Scheduled Redeterminations does
not exceed, in the aggregate for all Credit Parties taken as a whole, ten percent (10%) of
the Borrowing Base most recently determined,




          (vii) with the prior written consent of the Required Lenders and subject to Section
2.12(b), the Borrower or any Restricted Subsidiary may Dispose of Borrowing Base Properties
(pursuant to a Disposition of all, but not less than all, of the Equity Interests of any
Restricted Subsidiary owning Borrowing Base Properties or otherwise) not otherwise permitted
pursuant to the foregoing clause (vi); provided, that the Credit Parties may not
Dispose of (in one transaction or a series of related transactions) all or substantially all
of the Borrowing Base Properties of the Credit Parties (whether pursuant to a Disposition of
Equity Interests of a Restricted Subsidiary or otherwise) without the prior written consent
of all of the Lenders;




          (viii) the Borrower or any Restricted Subsidiary may Dispose of Barnett Shale
Properties (pursuant to a Disposition of all, but not less than all, of the Equity Interests
of any Restricted Subsidiary owning Barnett Shale Properties or otherwise); provided
that if at the time of such Disposition, the Barnett Shale Properties constitute Borrowing
Base Properties for purposes of this Agreement, (1) at the time of and immediately after
giving effect to such Disposition, no Default shall exist or be caused thereby, (2) the
consideration received in connection with such Disposition shall be greater than or equal to
the fair market value of the Barnett Shale Properties subject to such Disposition, as
reasonably determined in good faith by the board of directors of the Borrower, and, if
requested by the Administrative Agent, the Borrower shall deliver to the Administrative
Agent a certificate of a Responsible Officer certifying to that effect, (3) at least 75% of
the consideration received by the Borrower or any Restricted Subsidiary in respect of such
Disposition shall be cash or cash equivalents, (4) the Borrowing Base shall be adjusted by
an amount equal to the Engineered Value of the Barnett Shale Properties subject to such
Disposition as determined by the Required Lenders, (5) the Borrower shall prepay the Loans
to the extent required by Section 2.12(b) as a result of such Disposition (after giving
effect to the adjustment of the Borrowing Base required in clause (4) above), and (6) the
Credit Parties shall be in compliance with the terms of Section 6.09 immediately after
giving effect to such Disposition; and




          (ix) the Borrower or any Restricted Subsidiary may Dispose of assets in a Sale and
Leaseback Transaction permitted under Section 7.12.






Range Resources Credit Agreement — Page 70









 








     (b) For purposes of determining compliance with clause (vi) of Section 7.03(a) with respect to
any exchange of Oil and Gas Interests, the value of such exchange shall be the net reduction, if
any, in Engineered Value (as determined by the Administrative Agent) realized or resulting from
such exchange.



     (c) The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (i)
engage to any material extent in any business other than businesses of the type conducted by the
Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and after
giving effect to the Transactions and businesses reasonably related thereto or (ii) change the
fiscal year of any Credit Party.



     (d) In the event of a Disposition of all or substantially all of the assets of any Guarantor
or a Disposition of all of the Equity Interests of any Guarantor, in each case, which Disposition
is permitted pursuant to the terms of Section 7.03, then effective upon the consummation of such
Disposition, (i) such Guarantor shall be automatically released and relieved of any obligations as
a Guarantor under Article VIII hereof, and (ii) the Administrative Agent’s Liens in the Equity
Interests of and Collateral owned by such Guarantor shall be automatically released. The
Administrative Agent shall execute, at the sole expense and cost of the Borrower, any documents and
instruments reasonably requested by the Borrower from time to time in order to further evidence the
release of Liens and Guarantee pursuant to this Section 7.03.



     Section 7.04. Investments, Loans, Advances, Guarantees and Acquisitions. The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted
Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing) of, make or permit
to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person constituting a business
unit, except:



     (a) Permitted Investments;



     (b) investments by any Credit Party in any Restricted Subsidiary or in any Person that is, or
thereby becomes, a Restricted Subsidiary;



     (c) investments by the Borrower or any Guarantor consisting of intercompany Indebtedness
permitted under Section 7.01(c);



     (d) Guarantees constituting Indebtedness permitted by Section 7.01;



     (e) investments by the Borrower and its Restricted Subsidiaries that are (1) customary in the
oil and gas business, (2) made in the ordinary course of the Borrower’s or such Restricted
Subsidiary’s business, and (3) made in the form of, or pursuant to, oil, gas and mineral leases,
operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization
agreements, joint bidding agreements, services contracts and other similar agreements that a
reasonable and prudent oil and gas industry owner or operator would find acceptable;



Range Resources Credit Agreement — Page 71









 





     (f) investments consisting of Swap Agreements to the extent permitted under Section 7.05; and



     (g) investments existing on the date hereof and set forth on Schedule 7.04 but not any
increases in or additions to such investments except as otherwise permitted by this Section 7.04;



     (h) investments consisting of Restricted Payments to the extent permitted by Section 7.06(d);
and



     (i) other investments by the Borrower and the Restricted Subsidiaries; provided that,
on the date any such other investment is made, the amount of such investment, together with all
other investments made pursuant to this clause (i) of Section 7.04 (in each case determined based
on the cost of such investment) since the Effective Date, does not exceed in the aggregate, ten
percent (10%) of the Borrowing Base in effect on the Effective Date.



     Section 7.05. Swap Agreements. The Borrower will not, nor will it permit any of its
Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap
Agreements, and Swap Agreements entered into in the ordinary course of business with Approved
Counterparties and not for speculative purposes to:



     (a) hedge or mitigate price risks with respect to Crude Oil, Natural Gas Liquids and Natural
Gas to which the Borrower or any Restricted Subsidiary has actual exposure; provided that
at the time the Borrower or any Restricted Subsidiary enters into any such Swap Agreement, such
Swap Agreement (x) does not have a term greater than sixty (60) months from the date such Swap
Agreement is entered into, and (y) when aggregated with all other Swap Agreements (including the
Existing Swap Agreements) then in effect would not cause the aggregate notional volume per month
for each of Crude Oil, Natural Gas Liquids and Natural Gas, calculated separately, under all Swap
Agreements (including the Existing Swap Agreements) then in effect (other than Excluded Hedges) to
exceed, as of the date such Swap Agreement is executed, ninety percent (90%) of the forecasted
production from proved developed producing reserves of the Borrower and the Restricted
Subsidiaries, taken as a whole, for any month during the forthcoming five year period; and



     (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of any Credit Party; provided that at the time the Borrower or any Restricted
Subsidiary enters into any such Swap Agreement, such Swap Agreement, when aggregated with all other
Swap Agreements (including the Existing Swap Agreements) then in effect, would not cause the
aggregate notional amount of Indebtedness under all Swap Agreements (including the Existing Swap
Agreements) to exceed, as of the date such Swap Agreement is entered into, eighty percent (80%) of
the Consolidated Funded Indebtedness of the Borrower and its Consolidated Subsidiaries projected to
be outstanding at any time after such date;



     provided, that with respect to the immediately foregoing clauses (a) and (b), no
Credit Party may materially amend or modify or voluntarily cancel or terminate any Swap Agreement
or hedge transaction (including the Existing Swap Agreements and related hedge transaction)



Range Resources Credit Agreement — Page 72









 




unless the Borrower or such Credit Party provides written notice thereof to the Administrative
Agent within five (5) Business Days after such amendment, modification, cancellation or termination
setting forth, in reasonable detail, the Swap Agreements and related hedge transactions affected
thereby.




     Section 7.06. Restricted Payments. The Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except that (a) the Borrower may declare and pay dividends and make
distributions with respect to its Equity Interests payable solely in additional Equity Interests of
the Borrower, other than Disqualified Stock, (b) so long as no Default shall have occurred and be
continuing or would be caused thereby, the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or employees of the
Borrower and its Restricted Subsidiaries; provided that any such Restricted Payments that
are required to be made by the issuance of additional Equity Interests of the Borrower may be made
regardless of whether a Default shall have occurred and is continuing, (c) any Restricted
Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (d) so long as no Default
shall have occurred and be continuing or would be caused thereby, the Borrower may make Restricted
Payments in an aggregate amount not to exceed $20,000,000, plus (i) 50% of cumulative
Consolidated Net Income after December 31, 2001 (taken as one accounting period, but excluding any
non-cash gains or losses associated with the application of FASB Statement 121 and Accounting
Standards Codification Section 815-10), plus (ii) 66-2/3% of the aggregate net cash
proceeds received by the Borrower from the issuance of its Equity Interests (other than
Disqualified Stock) at any time after December 31, 2001, minus (iii) Restricted Payments
made pursuant to Section 7.06(d) of the Original Credit Agreement (or pursuant to any equivalent
section of any of its predecessor agreements) prior to the Effective Date, and (e) so long as no
Default shall have occurred and be continuing or would be caused thereby, the Credit Parties may
make Restricted Payments with respect to the Senior Notes with the proceeds of any Permitted
Refinancing permitted pursuant to Section 7.01(h).



     Section 7.07. Transactions with Affiliates. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage
in any other transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the Borrower or such
Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any
other Affiliate, including transactions permitted under Section 7.03(a)(iii), (c) transactions
described on Schedule 7.07, and (d) any Restricted Payment permitted by Section 7.06.



     Section 7.08. Restrictive Agreements. The Borrower will not, nor will it permit any
of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien
upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay
dividends or other distributions with respect to any of its Equity Interests or to make or repay
loans or advances to the Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of the
Borrower or any Restricted Subsidiary; provided that (i) the foregoing shall not apply to



Range Resources Credit Agreement — Page 73









 




restrictions and conditions imposed by law, this Agreement or the Indenture (or any documents
evidencing or relating to the issuance of any permitted Senior Notes or any Permitted Refinancing),
(ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof
identified on Schedule 7.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the assignment thereof.




     Section 7.09. Disqualified Stock. The Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, issue any Disqualified Stock.



     Section 7.10. Amendments to Organizational Documents. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, enter into or permit any material
modification or amendment of, or waive any material right or obligation of any Person under its
Organizational Documents other than amendments, modifications or waivers required in connection
with any transactions among the Borrower and the Restricted Subsidiaries permitted under Section
7.03(a) and not involving any other Person.



     Section 7.11. Financial Covenants.



     (a) Consolidated Current Ratio. The Borrower will not permit the Consolidated Current
Ratio as of the end of each fiscal quarter, commencing with the fiscal quarter ending December 31,
2010, to be less than 1.00 to 1.00.



     (b) Leverage Ratio. The Borrower will not permit the Consolidated Leverage Ratio,
determined as of the end of each fiscal quarter, commencing with the fiscal quarter ending December
31, 2010, to be greater than 4.25 to 1.00. As used herein, with respect to any fiscal quarter,
“Consolidated Leverage Ratio” means the ratio of (A) Consolidated Funded Indebtedness as of
the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter
period ending on the last day of such fiscal quarter; provided that unless an Event of
Default has occurred and is continuing, for purposes of determining the Consolidated 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.



     Section 7.12. Sale and Leaseback Transactions and other Liabilities. The Borrower
will not, nor will it permit any Restricted Subsidiary to, enter into or suffer to exist any (a)
Sale and Leaseback Transaction, (b) Advance Payment Contracts or (c) any other transaction pursuant
to which it incurs or has incurred Off-Balance Sheet Liabilities, except for (i) Swap Agreements
permitted under Section 7.05, (ii) Sale and Leaseback Transactions in which the aggregate
consideration received by the Credit Parties does not exceed $100,000,000 for all such Sale and
Leaseback Transactions, taken as a whole; provided that (x) the consideration received by
the Credit Parties from any such Sale and Leaseback Transaction is at least equal to the fair
market value of the assets subject to such Sale and Leaseback Transaction and (y) at least 85% of
the



Range Resources Credit Agreement — Page 74









 




consideration received by the Credit Parties in respect of such Sale and Leaseback Transaction
is cash or cash equivalents, and (iii) Advance Payment Contracts; provided that (x) the
aggregate outstanding amount of all Advance Payments received by the Credit Parties from various
customers in connection with the Credit Parties’ credit management of such customers that have not
been satisfied by delivery of production does not exceed $25,000,000 at any time and (y) the
aggregate amount of all other Advance Payments received by the Credit Parties that have not been
satisfied by delivery of production does not exceed $5,000,000 at any time.




Article VIII



Guarantee of Obligations



     Section 8.01. Guarantee of Payment. Each Guarantor unconditionally and irrevocably
guarantees to the Administrative Agent for the benefit of the Secured Parties, the punctual payment
of all Obligations now or which may in the future be owing by any Credit Party (the “Guaranteed
Liabilities”). This Guarantee is a guaranty of payment and not of collection only. The
Administrative Agent shall not be required to exhaust any right or remedy or take any action
against the Borrower or any other Person or any Collateral. The Guaranteed Liabilities include
interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar
laws of any jurisdiction at the rate or rates provided in the Loan Documents, or the Swap
Agreements between any Credit Party and any Secured Party, as the case may be, regardless of
whether such interest is an allowed claim. Each Guarantor agrees that, as between the Guarantor
and the Administrative Agent, the Guaranteed Liabilities may be declared to be due and payable for
the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may
prevent, delay or vitiate any declaration as regards the Borrower or any other Guarantor and that
in the event of a declaration or attempted declaration, the Guaranteed Liabilities shall
immediately become due and payable by each Guarantor for the purposes of this Guarantee.



     Section 8.02. Guarantee Absolute. Each Guarantor guarantees that the Guaranteed
Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap
Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is
absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any
other amendment or waiver of or any consent to departure from any of the terms of any Loan Document
or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b)
any release or amendment or waiver of, or consent to departure from, any other guaranty or support
document, or any exchange, release or non-perfection of any Collateral, for all or any of the Loan
Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any
jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend,
restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without
being limited by the foregoing, any lack of validity or enforceability of any Loan Document or
Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case,
whether based on contract, tort or any other theory) with respect to the Loan Documents or the
transactions contemplated thereby which might constitute a legal or equitable defense available to,
or discharge of, the Borrower or a Guarantor.




Range Resources Credit Agreement — Page 75











 





     Section 8.03. Guarantee Irrevocable. This Guarantee is a continuing guaranty of
the payment of all Guaranteed Liabilities now or hereafter existing under this Agreement and such
Swap Agreements to which any Secured Party is a party and shall remain in full force and effect
until payment in full of all Guaranteed Liabilities and other amounts payable hereunder and until
this Agreement and the Swap Agreements are no longer in effect or, if earlier, when the Guarantor
has given the Administrative Agent written notice that this Guarantee has been revoked;
provided that any notice under this Section shall not release the revoking Guarantor from
any Guaranteed Liability, absolute or contingent, existing prior to the Administrative Agent’s
actual receipt of the notice at its branches or departments responsible for this Agreement and such
Swap Agreements and reasonable opportunity to act upon such notice.



     Section 8.04. Reinstatement. This Guarantee shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the Guaranteed Liabilities is
rescinded or must otherwise be returned by any Secured Party on the insolvency, bankruptcy or
reorganization of the Borrower, or any other Credit Party, or otherwise, all as though the payment
had not been made.



     Section 8.05. Subrogation. No Guarantor shall exercise any rights which it may
acquire by way of subrogation, by any payment made under this Guarantee or otherwise, until all the
Guaranteed Liabilities have been paid in full and this Agreement and the Swap Agreements to which
any Lender Counterparty is a party are no longer in effect. If any amount is paid to the Guarantor
on account of subrogation rights under this Guarantee at any time when all the Guaranteed
Liabilities have not been paid in full, the amount shall be held in trust for the benefit of the
Lenders and the other Secured Parties and shall be promptly paid to the Administrative Agent to be
credited and applied to the Guaranteed Liabilities, whether matured or unmatured or absolute or
contingent, in accordance with the terms of this Agreement and such Swap Agreements. If any
Guarantor makes payment to the Administrative Agent, Lenders, or any other Secured Parties of all
or any part of the Guaranteed Liabilities and all the Guaranteed Liabilities are paid in full and
this Agreement and such Swap Agreements are no longer in effect, the Administrative Agent, Lenders
and the other Secured Parties shall, at such Guarantor’s request, execute and deliver to such
Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed
Liabilities resulting from the payment.



     Section 8.06. Subordination. Without limiting the rights of the Administrative
Agent, the Lenders and the the other Secured Parties under any other agreement, any liabilities
owed by any Guarantor to any other Guarantor in connection with any extension of credit or
financial accommodation by any Guarantor to or for the account of another Guarantor, including but
not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy
or similar proceeding, are hereby subordinated to the Guaranteed Liabilities, and such liabilities
of any Guarantor to such other Guarantor, if the Administrative Agent so requests, shall be
collected, enforced and received by such other Guarantor as trustee for the Administrative Agent
and shall be paid over to the Administrative Agent on account of the Guaranteed Liabilities but
without reducing or affecting in any manner the liability of the Guarantor under the other
provisions of this Guarantee.



Range Resources Credit Agreement — Page 76









 





     Section 8.07. Payments Generally. All payments by the Guarantors shall be made in
the manner, at the place and in the currency (the “Payment Currency”) required by the Loan
Documents and the Swap Agreement to which any Lender Counterparty is a party, as the case may be;
provided, however, that (if the Payment Currency is other than Dollars) any
Guarantor may, at its option (or, if for any reason whatsoever any Guarantor is unable to effect
payments in the foregoing manner, such Guarantor shall be obligated to) pay to the Administrative
Agent at its principal office the equivalent amount in Dollars computed at the selling rate of the
Administrative Agent or a selling rate chosen by the Administrative Agent, most recently in effect
on or prior to the date the Guaranteed Liability becomes due, for cable transfers of the Payment
Currency to the place where the Guaranteed Liability is payable. In any case in which any
Guarantor makes or is obligated to make payment in Dollars, the Guarantor shall hold the
Administrative Agent, the Lenders and the other Secured Parties harmless from any loss incurred by
the Administrative Agent, any Lender or any other Secured Party arising from any change in the
value of Dollars in relation to the Payment Currency between the date the Guaranteed Liability
becomes due and the date the Administrative Agent, such Lender or such other Secured Party is
actually able, following the conversion of the Dollars paid by such Guarantor into the Payment
Currency and remittance of such Payment Currency to the place where such Guaranteed Liability is
payable, to apply such Payment Currency to such Guaranteed Liability.



     Section 8.08. Setoff. Each Guarantor agrees that, in addition to (and without
limitation of) any right of setoff, banker’s lien or counterclaim the Administrative Agent, any
Lender or any other Secured Party may otherwise have, the Administrative Agent, such Lender or such
other Secured Party shall be entitled, at its option, to offset balances (general or special, time
or demand, provisional or final) held by it for the account of any Guarantor at any office of the
Administrative Agent, such Lender or such other Secured Party, in Dollars or in any other currency,
against any amount payable by such Guarantor under this Guarantee which is not paid when due
(regardless of whether such balances are then due to such Guarantor), in which case it shall
promptly notify such Guarantor thereof; provided that the failure of the Administrative
Agent, such Lender, or such other Secured Party to give such notice shall not affect the validity
thereof.



     Section 8.09. Formalities. Each Guarantor waives presentment, notice of dishonor,
protest, notice of acceptance of this Guarantee or incurrence of any Guaranteed Liability and any
other formality with respect to any of the Guaranteed Liabilities or this Guarantee.



     Section 8.10. Limitations on Guarantee. The provisions of the Guarantee under this
Article VIII are severable, and in any action or proceeding involving any state corporate law, or
any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the
rights of creditors generally, if the obligations of any Guarantor under this Guarantee would
otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount
of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of
this Guarantee to the contrary, the amount of such liability shall, without any further action by
the Guarantors, the Administrative Agent, any Lender or any other Secured Party, be automatically
limited and reduced to the highest amount that is valid and enforceable as determined in such
action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s
“Maximum Liability”). This Section 8.10 with respect to the Maximum Liability of the Guarantors is
intended solely to preserve the rights of the Administrative Agent,



Range Resources Credit Agreement — Page 77









 




Lenders and the other Secured Parties hereunder to the maximum extent not subject to avoidance
under applicable law, and no Guarantor nor any other Person shall have any right or claim under
this Section 8.10 with respect to the Maximum Liability, except to the extent necessary so that
none of the obligations of any Guarantor hereunder shall not be rendered voidable under applicable
law.




Article IX




Events of Default



     If any of the following events (“Events of Default”) shall occur:



     (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise (including the failure to
comply with Section 2.12);



     (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this Agreement, when
and as the same shall become due and payable, and such failure shall continue unremedied for a
period of three (3) days;



     (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any
Restricted Subsidiary in or in connection with this Agreement or any amendment or modification
hereof or waiver hereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement or any amendment or modification hereof
or waiver hereunder or in any Loan Document furnished pursuant to or in connection with this
Agreement or any amendment or modification thereof or waiver hereunder, shall prove to have been
incorrect in any material respect when made or deemed made;



     (d) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant,
condition or agreement contained in Article VII;



     (e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified in clause (a), (b)
or (d) of this Article) or any Loan Document, and such failure shall continue unremedied for a
period of thirty (30) days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);



     (f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material Indebtedness, when and
as the same shall become due and payable and such failure shall continue unremedied beyond any
grace period applicable thereto;



     (g) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any Material



Range Resources Credit Agreement — Page 78









 




Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to
secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness or to obligations of the Borrower or any Guarantor in respect
of any Swap Agreement unless such Swap Agreement has been terminated;




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any
Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be entered;



     (i) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an
answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose
of effecting any of the foregoing;



     (j) the Borrower or any Restricted Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;



     (k) one or more uninsured judgments for the payment of money in an aggregate amount in excess
of $25,000,000 shall be rendered against the Borrower or any Restricted Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 30 consecutive days
during which execution shall not be effectively stayed or bonded, or any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Restricted
Subsidiary to enforce any such judgment which action has not been stayed or bonded;



     (l) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect;



     (m) the delivery by any Guarantor to the Administrative Agent of written notice that its
Guarantee under Article VIII has been revoked or is otherwise declared invalid or unenforceable; or



     (n) a Change of Control shall occur;



Range Resources Credit Agreement — Page 79









 




then, and in every such event (other than an event with respect to the Borrower or any Restricted
Subsidiary described in clause (h) or (i) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Majority Lenders
shall, by notice to the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Aggregate Commitment, and thereupon the Aggregate Commitment
shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of
any event with respect to the Borrower described in clause (h) or (i) of this Article, the
Aggregate Commitment shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower. Without limiting the
foregoing, upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, and at the request of the Majority Lenders shall, exercise any rights and
remedies provided to the Administrative Agent under the Loan Documents or at law or equity,
including all remedies provided by the UCC.




Article X




The Administrative Agent



     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



     The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Credit Party or other Affiliate thereof as if it
were not the Administrative Agent hereunder.



     The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to exercise in writing as
directed by the Majority Lenders or the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (c) except
as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any Credit Party that
is communicated to or obtained by the bank serving as Administrative Agent or any of its



Range Resources Credit Agreement — Page 80









 




Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Majority Lenders or the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 11.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent. No Person
identified as a Co-Agent, Co-Syndication Agent, Co-Documentation Agent (each an “Agent”) or
Co-Lead Arranger, in each case in its respective capacity as such, shall have any responsibilities
or duties, or incur any liability, under this Agreement or the other Loan Documents.




     The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



     The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.



     Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders shall have the
right, in consultation with the Borrower, to appoint a successor. If no successor shall have been
so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in Chicago, Illinois or New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as



Range Resources Credit Agreement — Page 81









 




Administrative Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 11.03
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of
them while it was acting as Administrative Agent.




     Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder or thereunder.



     Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to release any
Collateral or any Guarantor that it is permitted to be sold or released pursuant to the terms of
the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to
execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases
of Liens, termination statements, assignments or other documents reasonably requested by the
Borrower in connection with any Disposition of Collateral or release of Guarantor to the extent
such Disposition or release is permitted by the terms of Section 7.03 or is otherwise authorized by
the terms of the Loan Documents.



Article XI




Miscellaneous



     Section 11.01. Notices.



     (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, 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) 869-9124, with a copy to Range Resources Corporation, 100 Throckmorton Street,
Suite 1200, Fort Worth, Texas 76102, Attention: David Poole, General Counsel, Telecopy No.
(817) 869-9154. 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;



Range Resources Credit Agreement — Page 82









 






     (ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank, N.A.,
JPMorgan Loan Services, 10 South Dearborn, Floor 07, Chicago, Illinois 60603-2003, Telecopy
No.: (888) 266-8058, Attention: Margaret Seweryn (margaret.m.seweryn@jpmchase.com), with a
copy to JPMorgan Chase Bank, N.A., Mail Code TX1-2911, 2200 Ross Avenue, 3rd Floor, Dallas,
Texas 75201, Facsimile No. (214) 965-3280, Attention: Kimberly A. Bourgeois, Senior Vice
President (kimberly.a.bourgeois@jpmorgan.com); and




     (iii) if to any Lender, to its address (or telecopy number) set forth in its
Administrative Questionnaire.



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrower may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.



     (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



     Section 11.02. Waivers; Amendments.



     (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank
and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
the Borrower therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Credit Parties and the
Majority Lenders or by the Credit Parties and the Administrative Agent with the consent of the
Majority Lenders; provided that no such agreement shall



Range Resources Credit Agreement — Page 83









 






     (i) increase the Borrowing Base without the written consent of the Super-Majority
Borrowing Base Lenders;




     (ii) increase the Commitment of any Lender or, except as set forth in the definition of
Applicable Percentage, increase the Applicable Percentage of any Lender, in each case,
without the written consent of such Lender;




     (iii) increase the Maximum Facility Amount without the written consent of each Lender;




     (iv) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon (other than reductions in the interest rates otherwise applicable pursuant
to Section 2.14(c)), or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby;




     (v) postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration of any of
the Aggregate Commitment, without the written consent of each Lender affected thereby (it
being understood that waiver of a mandatory prepayment of the Loans or a mandatory reduction
of the Commitments shall not constitute a postponement or waiver of a scheduled payment or
date of expiration);




     (vi) change Section 2.19(b) or Section 2.19(c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each Lender,




     (vii) except in connection with any Dispositions permitted in Section 7.03, release any
Credit Party from its obligations under the Loan Documents or release any of the Collateral
without the written consent of each Lender; or




     (viii) change any of the provisions of this Section or the definition of “Majority
Lenders”, “Required Lenders”, “Super-Majority Lenders”, “Super-Majority Borrowing Base
Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender;



     provided further that no such agreement shall (x) amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the
prior written consent of the Administrative Agent or the Issuing Bank, as the case may be or (y)
change any of the provisions of Section 2.21 without the prior written consent of the
Administrative Agent and the Issuing Bank.



     Section 11.03. Expenses; Indemnity; Damage Waiver.



     (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of one counsel for the Administrative Agent and its Affiliates and, to the extent



Range Resources Credit Agreement — Page 84









 




necessary as determined by the Administrative Agent, one or more local counsel in respect of
certain Security Instruments) in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges
and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.




     (b) THE CREDIT PARTIES SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE CO-LEAD ARRANGERS, THE
ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH
PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY
AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND
DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS
AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO
OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS
THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER
OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE
TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, OR (IV) ANY ACTUAL OR
PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A
PARTY THERETO. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND RELATED EXPENSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN
PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL
NOT, AS TO ANY INDEMNITEE (OTHER THAN, WITH RESPECT TO THE FOREGOING CLAUSE (Y), ANY AGENT, IN ITS
CAPACITY AS



Range Resources Credit Agreement — Page 85









 




SUCH, OR ANY CO-LEAD ARRANGER), BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL
AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNITEE OR (2) A MATERIAL BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY SUCH
INDEMNITEE, OR (Y) RELATE TO A DISPUTE SOLELY BETWEEN AND/OR AMONG ANY INDEMNITEES THAT DID NOT
ARISE FROM ANY ACT OR OMISSION OF THE CREDIT PARTIES.




     (c) To the extent that any Credit Party fails to pay any amount required to be paid by it to
the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be,
such Lender’s Applicable Percentage (in each case, determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in
its capacity as such.



     (d) To the extent permitted by applicable law, the Credit Parties shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.



     (e) All amounts due under this Section shall be payable not later than thirty (30) days after
written demand therefor.



     Section 11.04. Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Credit Party
may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by such Credit Party
without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



Range Resources Credit Agreement — Page 86









 





     (b)




     (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans at the time
owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:




     (A) the Borrower, provided that no consent of the Borrower shall be
required for an assignment to a Lender, an Affiliate of a Lender, a Federal Reserve
Bank, an Approved Fund or, if an Event of Default has occurred and is continuing,
any other assignee; and




     (B) the Administrative Agent; or




     (C) the Issuing Bank.



          (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender,
an Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that no such consent of the Borrower shall
be required if an Event of Default has occurred and is continuing;




     (B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of such
Lender’s Commitment and such Lender’s Loans under this Agreement;




     (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500; and




     (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.




     For the purposes of this Section 11.04(b), the term “Approved Fund” has the
following meaning:




     “Approved Fund” means any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.



Range Resources Credit Agreement — Page 87









 






     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Section 2.16, Section 2.17, Section
2.18 and Section 11.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 11.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section except that any attempted
assignment or transfer by any Lender that does not comply with clause (C) of Section
11.04(b)(ii) shall be null and void.




     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment and Applicable Percentage of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Credit
Parties, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Credit Parties, the Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.




     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register;
provided that if either the assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to Section 2.07(d) or Section 2.07(e),
Section 2.08, Section 2.19(d) or Section 11.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.



Range Resources Credit Agreement — Page 88









 





     (c)




     (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or
the Issuing Bank, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (C) the Borrower, the Administrative Agent, the
Issuing Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Section 2.16, Section 2.17 and Section 2.18 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section
11.08 as though it were a Lender, provided such Participant agrees to be subject to Section
2.19(c) as though it were a Lender.




     (ii) A Participant shall not be entitled to receive any greater payment under Section
2.16 or Section 2.18 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the prior written consent of the Borrower. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.18 unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(e)
as though it were a Lender.



     (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     Section 11.05. Survival. All covenants, agreements, representations and warranties
made by the Credit Parties herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of this Agreement and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect



Range Resources Credit Agreement — Page 89









 




representation or warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any Loan or any fee or
any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Aggregate Commitment has not expired or terminated. The provisions
of Section 2.16, Section 2.17, Section 2.18 and Section 11.03 and Article X shall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Aggregate Commitment or the termination of this Agreement or any provision hereof.




     Section 11.06. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. THIS WRITTEN 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 SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or electronic format (including pdf)
shall be effective as delivery of a manually executed counterpart of this Agreement.



     Section 11.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 11.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of any Credit Party now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured. The rights of each Lender under
this Section and Section 8.08 are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have.




Range Resources Credit Agreement — Page 90











 





     Section 11.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.



     (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE
OF TEXAS.



     (b) EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT
SITTING IN DALLAS, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.



     (c) EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 11.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



     Section 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD



Range Resources Credit Agreement — Page 91 









 




NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




     Section 11.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 11.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, or self-regulatory body (it being understood that any such
self-regulatory body to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action
or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Credit Parties and their
obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source
other than a Credit Party. For the purposes of this Section, “Information” means all
information received from any Credit Party relating to any Credit Party or its business, other than
any such information that is available to the Administrative Agent, the Issuing Bank or any Lender
on a nonconfidential basis prior to disclosure by any Credit Party. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.



     Section 11.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be



Range Resources Credit Agreement — Page 92 









 




increased (but not above the Maximum Rate therefor) until such cumulated amount shall have
been received by such Lender. To the extent that Chapter 303 of the Texas Finance Code is relevant
for the purpose of determining the Maximum Rate applicable to a Lender, such Lender elects to
determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in
effect. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts
(formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)) shall not apply to this Agreement or to any
Loan, nor shall this Agreement or any Loan be governed by or be subject to the provisions of such
Chapter 346 in any manner whatsoever.




     Section 11.14. USA PATRIOT Act. Each Lender that is subject to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”)
hereby notifies each Credit Party that pursuant to the requirements of the Act, it is required to
obtain, verify and record information that identifies each Credit Party, which information includes
the name and address of each Credit Party and other information that will allow such Lender to
identify each Credit Party in accordance with the Act.



     Section 11.15.Original Credit Agreement. Upon the Effective Date, this Agreement
shall supersede and replace in its entirety the Original Credit Agreement; provided,
however, that (i) all loans, letters of credit, and other indebtedness, obligations and
liabilities outstanding under the Original Credit Agreement on such date shall continue to
constitute Loans, Letters of Credit and other indebtedness, obligations and liabilities under this
Agreement, (ii) the execution and delivery of this Agreement or any of the Loan Documents hereunder
shall not constitute a novation, refinancing or any other fundamental change in the relationship
among the parties and (iii) the Loans, Letters of Credit, and other indebtedness, obligations and
liabilities outstanding hereunder, to the extent outstanding under the Original Credit Agreement
immediately prior to the date hereof, shall constitute the same loans, letters of credit, and other
indebtedness, obligations and liabilities as were outstanding under the Original Credit Agreement.



     Section 11.16.Reaffirmation and Grant of Security Interest. Each Credit Party hereby
(a) confirms that each Security Instrument (as defined in the Original Credit Agreement) to which
it is a party or is otherwise bound and, except as otherwise provided in Section 11.18, all
Collateral encumbered thereby, will continue to guarantee or secure, as the case may be, to the
fullest extent possible in accordance with the Loan Documents, the payment and performance of all
Obligations and Guaranteed Liabilities under this Agreement and the Secured Indebtedness (as such
term is defined in the Mortgages) and all other indebtedness, obligations and liabilities under the
Mortgages, as the case may be, and (b) except as otherwise provided in Section 11.18, reaffirms its
grant to the Administrative Agent for the benefit of the Secured Parties of a continuing Lien on
and security interest in and to such Credit Party’s right, title and interest in, to and under all
Collateral as collateral security for the prompt payment and performance in full when due of the
Obligations and Guaranteed Liabilities under this Agreement and the Secured Indebtedness and all
other indebtedness, obligations and liabilities under the Mortgages (whether at stated maturity, by
acceleration or otherwise) in accordance with the terms thereof. With respect to any other Loan
Documents, (a) the defined term “Bank One” shall be deemed to mean JPMorgan Chase Bank, N.A., (b)
the defined term “Agent” shall be deemed to mean JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent and (c) the defined term “Rate Management Transaction” shall be deemed to mean
indebtedness, liabilities and obligations of any Credit Party with respect to transactions under
Swap Agreements between such Credit Party



Range Resources Credit Agreement — Page 93 









 




and any Lender Counterparty that are included in the defined term “Lender Hedging Obligations”
under this Agreement.




     Section 11.17.Reallocation of Commitments and Loans. The Lenders party to the
Original Credit Agreement have agreed among themselves to reallocate their respective Commitments
(as defined in the Original Credit Agreement) as contemplated by this Agreement, and to, among
other things, allow certain financial institutions identified by the Co-Lead Arrangers in
consultation with the Borrower, to become a party to this Agreement as a Lender (each, a “New
Lender”) by acquiring an interest in the Aggregate Commitment. In addition, BMO Capital
Markets Financing, Inc., (the “Departing Lender”) desires to no longer be a party to the
Original Credit Agreement and it will not be a party to this Agreement. shall be deemed to have
assigned its rights and obligations as a lender under the Original Credit Agreement. On the
Effective Date and after giving effect to such reallocation and adjustment of the Aggregate
Commitment, (a) the Commitment and Applicable Percentage of each Lender, including each New Lender,
shall be as set forth on Schedule 2.01 and each Lender, including each New Lender, shall own its
Applicable Percentage of the outstanding Loans and (b) the Departing Lender shall be deemed to have
assigned its rights and obligations as a lender under the Original Credit Agreement to the Lenders
party to this Agreement on the Effective Date. The reallocation and adjustment to the Commitments
of each Lender, including each New Lender and the Departing Lender, as contemplated by this Section
11.17 shall be deemed to have been consummated pursuant to the terms of the Assignment and
Assumption attached as Exhibit A hereto as if each of the Lenders, including each New Lender and
the Departing Lender, had executed an Assignment and Assumption with respect to such reallocation
and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and
adjustment of the Commitments, each New Lender’s acquisition of an interest in the Aggregate
Commitment and the Departing Lender’s assignment of its rights, interests, liabilities and
obligations under the Original Credit Agreement. The Administrative Agent hereby waives the $3,500
processing and recordation fee set forth in Section 11.04(b)(ii)(C) with respect to the assignments
and reallocations of the Commitments contemplated by this Section 11.17. To the extent requested
by any Lender, and in accordance with Section 2.17, the Borrower shall pay to such Lender, within
the time period prescribed by Section 2.17, any amounts required to be paid by the Borrower under
Section 2.17 in the event the payment of any principal of any Eurodollar Loan or the conversion of
any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required
in connection with the reallocation contemplated by this Section 11.17.



     Section 11.18. Flood Insurance Regulation. Notwithstanding any provision in any
Mortgage to the contrary, in no event is any Building (as defined in the applicable Flood Insurance
Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation)
included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home
shall be encumbered any such Mortgage. As used herein, “Flood Insurance Regulations” shall mean
(i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute
thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any
successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC
4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood
Insurance Reform Act of 2004 and any regulations promulgated thereunder.



Range Resources Credit Agreement — Page 94 









 





[Signature Pages Follow]




Range Resources Credit Agreement — Page 95 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



RANGE RESOURCES CORPORATION

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Name:  	Roger S. Manny 	 
	 	 	Title:  	Executive Vice President and

 Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:

AMERICAN ENERGY SYSTEMS, LLC

ENERGY ASSETS OPERATING COMPANY, LLC

RANGE ENERGY SERVICES COMPANY, LLC

RANGE OPERATING NEW MEXICO, LLC

RANGE PRODUCTION COMPANY

RANGE RESOURCES — APPALACHIA, LLC

RANGE RESOURCES — MIDCONTINENT, LLC

RANGE RESOURCES — PINE MOUNTAIN, INC.



RANGE TEXAS PRODUCTION, LLC

 	 
	 	By:  	/s/ Roger S. Manny
 	 
	 	 	Name:  	Roger S. Manny 	 
	 	 	Title:  	Executive Vice President of all of the
foregoing Guarantors 	 



Range Resources Credit Agreement — Signature Page  









 







	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as 

Administrative Agent, Issuing Bank and a Lender

 	 
	 	By:  	/s/ Brian Orlando
 	 
	 	 	Name:  	Brian Orlando 	 
	 	 	Title:  	Authorized Officer 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a

Co-Syndication Agent and as a Lender

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



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a

Co-Documentation Agent and as a Lender

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



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a

Co-Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 



Range Resources Credit Agreement — Signature Page









 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ David C. Brooks
 	 
	 	 	Name:  	David C. Brooks 	 
	 	 	Title:  	Director 	 
	 








Range Resources Credit Agreement — Signature Page









 











	 	 	 	 	 
	 	BANK OF MONTREAL, as a Co-Agent and as a Lender

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



Range Resources Credit Agreement — Signature Page









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ David Barton
 	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Director 	 
	 








Range Resources Credit Agreement — Signature Page









 





	 	 	 	 	 
	 	BNP PARIBAS, as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ Betsy Jocher
 	 
	 	 	Name:  	Betsy Jocher 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                    /s/ Juan Carlos Sandoval
 	 
	 	 	Name:  	Juan Carlos Sandoval 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	CITIBANK, N.A., as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ John Miller
 	 
	 	 	Name:  	John Miller 	 
	 	 	Title:  	Attorney-in-fact 	 
	 








Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	COMPASS BANK, as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	 	Name:  	Spencer Stasney 	 
	 	 	Title:  	Vice President 	 
	 




Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Co-Agent
and as a Lender

 	 
	 	By:  	/s/ Omayra L. Laucella
 	 
	 	 	Name:  	Omayra L. Laucella 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Valerie Shapiro
 	 
	 	 	Name:  	Valerie Shapiro 	 
	 	 	Title:  	Director 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	NATIXIS, as a Co-Agent and as a Lender

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



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Co-Agent and as a

Lender

 	 
	 	By:  	/s/ John Frazell
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	SUNTRUST BANK, as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ Gregory C. Magnuson
 	 
	 	 	Name:  	Gregory C. Magnuson 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	UNION BANK, N.A., as a Co-Agent and as a Lender

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Josh Patterson
 	 
	 	 	Name:  	Josh Patterson 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Nancy M. Mak
 	 
	 	 	Name:  	Nancy M. Mak 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ James A. Morgan
 	 
	 	 	Name:  	James A. Morgan 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	CREDIT SUISSE AG, Cayman Islands Branch, as a Lender

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Rashul Parmar
 	 
	 	 	Name:  	Rashul Parmar 	 
	 	 	Title:  	Associate 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	 	Name:  	Todd Coker 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, as a Lender

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



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 



Range Resources Credit Agreement — Signature Page









 







	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

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



Range Resources Credit Agreement — Signature Page









 







	 	 	 	 	 
	 	BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	BOKF, NA dba BANK OF TEXAS, as a Lender

 	 
	 	By:  	/s/ Mynan C. Feldman
 	 
	 	 	Name:  	Mynan C. Feldman 	 
	 	 	Title:  	Senior Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Charles W. Patterson
 	 
	 	 	Name:  	Charles W. Patterson 	 
	 	 	Title:  	Senior Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Alex Zemkoski
 	 
	 	 	Name:  	Alex Zemkoski 	 
	 	 	Title:  	Vice President 	 



Range Resources Credit Agreement — Signature Page









 






	 	 	 	 	 
	 	STERLING BANK, as a Lender

 	 
	 	By:  	/s/ Allen Brown
 	 
	 	 	Name:  	Allen Brown 	 
	 	 	Title:  	EVP — Specialty Banking and Investments 	 



Range Resources Credit Agreement — Signature Page









 







	 	 	 	 	 
	 	The undersigned Departing Lender hereby acknowledges
and agrees that, from and after the Effective Date,
it is no longer a party to the Original Credit
Agreement and will not be a party to this Agreement.




BMO CAPITAL MARKETS FINANCING, INC., as a Departing
Lender (and solely with respect to Section 11.17 of
this Agreement)

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




Range Resources Credit Agreement                              
              
Schedule 7.08