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Exhibit 10.14.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment") is entered
into effective January 20, 2000 (the "Effective Date"), by and among RANGE
RESOURCES CORPORATION, a Delaware corporation ("Borrower"), BANK ONE, TEXAS,
N.A., as Administrative Agent ("Bank One" or "Administrative Agent"), CHASE
BANK OF TEXAS, N.A., as Syndication Agent ("Chase"), BANK OF AMERICA, N.A., as
Documentation Agent ("Bank of America"), and Lenders (as defined in the Credit
Agreement).
RECITALS:
A. Borrower and Lenders entered into an Amended and Restated Credit
Agreement dated September 30, 1999 (the Amended and Restated Credit Agreement
and all amendments thereto, including this Amendment, will be referred to
collectively as the "Credit Agreement").
B. Borrower plans to sell the Sterling Gas Plant (as defined in the
Credit Agreement) and has asked Lenders to release their Liens with respect to
the Sterling Gas Plant upon completion of the sale.
C. Borrower plans to raise capital through the issuance of Subordinate
Notes in an aggregate principal amount up to $50,000,000, and has asked Lenders
to consent to such issuance.
D. Borrower and Lenders desire to amend the Credit Agreement as
hereinafter set forth in order to, among other things, evidence Lenders'
consent to the sale of the Sterling Gas Plant and the issuance of Subordinate
Notes.
AGREEMENT:
In consideration of the premises, the representations, warranties,
covenants, and agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower and Lenders agree as follows, effective only upon satisfaction of each
condition precedent set forth in Section 4.1 below:
ARTICLE 1 - DEFINITIONS
1.1 Credit Agreement Definitions. Capitalized terms used but not defined
in this Amendment have the meanings given such terms in the Credit Agreement.
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ARTICLE 2 - AMENDMENTS.
2.1 Amendments to Article 1 - Definitions. (a) The definition of Initial
Borrowing Base in Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Initial Borrowing Base" means a Borrowing Base in the amount of
$160,000,000.
(b) Section 1.01 of the Credit Agreement is hereby amended to add the
definition of Sterling Gas Plant Sale as follows:
"Sterling Gas Plant Sale" means the sale of the Sterling Gas Plant by
Range Pipeline Systems, L.P.
2.2 Amendments to Article 4 - Borrowing Base. (a) Section 4.02 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"4.02. Periodic Determination. The Borrowing Base will be redetermined
semiannually on April 1 and October 1, commencing April 1, 2000, or on such
date promptly following each such date as may be required to redetermine
the Borrowing Base in accordance with the procedures set forth in Section
4.01(b). Notwithstanding any provisions to the contrary in Section 4.01
above, without the approval of all Lenders, the Borrowing Base resulting
from the April 1, 2000, Determination shall not exceed $135,000,000 if the
Sterling Gas Plant Sale has not been completed or $130,000,000 if the
Sterling Gas Plant Sale has been completed."
(b) Section 4.05 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"4.05. Initial Borrowing Base. Subject to the rights of Borrower to
request an earlier Special Determination pursuant to Section 4.03 above,
the rights of Lenders to request an earlier Special Determination pursuant
to Section 4.04 above, the rights of Lenders to reduce the Borrowing Base
as provided in Section 7.03(c) below, and the reductions in the Borrowing
Base required in the following sentence, the Borrowing Base in effect
under this Agreement for the period from the Closing Date through April 1,
2000, shall be the Initial Borrowing Base. Upon the occurrence of each of
the following events (whether before or after April 1, 2000), the Initial
Borrowing Base or such other Borrowing Base as may
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be in effect at the time each of the events occurs shall automatically
reduce by the amount specified with respect to each event:
(a) Upon completion of the Sterling Gas Plant Sale, the Initial
Borrowing Base or other Borrowing Base in effect shall reduce by the
greater of (i) $10,000,000 or (ii) an amount equal to 67% of the Net Cash
Proceeds from the sale; and
(b) Upon completion of Borrower's proposed issuance of additional
Subordinate Notes, the Initial Borrowing Base or other Borrowing Base in
effect shall reduce by an amount equal to 67% of the Net Cash Proceeds from
the issuance."
2.3 Amendment to Article 5 - Collateral. Section 5.01(a) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(a) The Obligations shall be secured by first and prior Liens
(subject only to Permitted Encumbrances) covering (i) Borrower's Oil and
Gas Properties selected by Administrative Agent which in the aggregate
comprise at least 80% of the total Present Value assigned by Administrative
Agent to Borrower's Oil and Gas Properties, (ii) the Sterling Gas Plant,
(iii) 100% of the issued and outstanding Equity of each existing and future
Subsidiary of Borrower (exclusive of REFC), and (iv) 50% of the issued and
outstanding Equity of GLEP. If the Sterling Gas Plant Sale is completed on
or before June 30, 2000, and the Net Cash Proceeds from the sale are paid
toward reduction of the Outstanding Obligations on such date, Lenders agree
to release the Sterling Gas Plant from the Collateral."
2.4 Schedules and Exhibits. The Credit Agreement is hereby amended to
replace Schedule 2 to the Credit Agreement with Schedule 2 attached to this
Amendment. Schedules 1 and 3 are attached for information purposes only.
ARTICLE 3 - CONSENTS.
3.1 Consent to the Sterling Gas Plant Sale. Lenders consent to the
Sterling Gas Plant Sale and authorize Administrative Agent, on behalf of
Lenders, to release the Sterling Gas Plant from all Liens in favor of Lenders
covering or pertaining to the Sterling Gas Plant, subject to the following
conditions:
(a) The Sterling Gas Plant Sale is completed on or before June 30,
2000; and
(b) Borrower reduces the Outstanding Obligations by the Net Cash
Proceeds of the Sterling Gas Plant Sale on the date of completion of such
transaction.
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3.2 Consent to Additional Notes Offering. Lenders consent to the issuance
of additional Subordinate Notes by Borrower subject to the following conditions:
(a) The issuance of additional Subordinate Notes is completed on or
before June 30, 2000;
(b) The aggregate principal amount of additional Subordinate Notes
issued by Borrower does not exceed $50,000,000; and
(c) Borrower reduces the Outstanding Obligations by the Net Cash
Proceeds from the issuance of additional Subordinate Notes on the date of
completion of such transaction.
ARTICLE 4 - CONDITIONS PRECEDENT.
4.1 Conditions Precedent. The effectiveness of (a) the amendments to the
Credit Agreement contained in Article 2 hereof, and (b) the consents contained
in Article 3 hereof, is subject to the satisfaction of each of the following
conditions precedent, unless specifically waived in writing by Administrative
Agent:
(1) Closing Deliveries. Administrative Agent shall have received
the following documents, instruments, agreements, and other information, each of
which shall be in form and substance and executed in such counterparts as shall
be acceptable to Administrative Agent and Required Lenders:
(i) this Amendment;
(ii) a complete copy of the Purchase and Sale Agreement
entered into by Range Pipeline Systems, L.P. with respect to Sterling Gas Plant
Sale and all other pertinent information with respect to the sale; and
(iii) copies of any registration statement, offering
memorandum, prospectus, or other information filed with the Securities and
Exchange Commission with respect to the issuance of the additional Subordinate
Notes.
(2) No Material Adverse Effect. Other than the decline in
commodity prices, no event or condition shall have occurred which is reasonably
expected to have a Material Adverse Effect.
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(3) No Legal Prohibition. The transactions contemplated by this
Amendment shall be permitted by applicable law and regulation and shall not
subject Agents, any Lender, Borrower, or any Subsidiary to any material adverse
change in their assets, liabilities, financial condition, or prospects.
(4) No Litigation. No litigation, arbitration, or similar proceeding
shall be pending or threatened against Borrower or any Subsidiary which calls
into question the validity or enforceability of the Credit Agreement (as amended
hereby) or the other Loan Documents.
(5) No Default. No Default or Event of Default shall have occurred
and be continuing.
(6) Other Matters. All matters related to this Amendment, the other
Loan Documents, and Borrower and its Subsidiaries shall be acceptable to
Administrative Agent and each Lender in their discretion, and Borrower shall
have delivered to Administrative Agent and each Lender such evidence as they
shall request to substantiate any matters related to the Credit Agreement (as
amended hereby), the other Loan Documents and Borrower and its Subsidiaries as
Administrative Agent or any Lender shall request.
ARTICLE 5 - RATIFICATIONS, REPRESENTATIONS, AND COVENANTS.
5.1 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Agreement, the terms and provisions of the
Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower and Lenders agree that the
Credit Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding, and enforceable in accordance with their respective
terms.
5.2 Representations and Covenants. Borrower hereby represents and warrants
to Lenders that (a) the execution, delivery, and performance of this Amendment
and any and all other Loan Documents executed or delivered in connection
herewith have been authorized by all requisite corporate action on the part of
Borrower and will not violate the Articles of Incorporation or Bylaws of
Borrower; (b) the representations and warranties contained in the Credit
Agreement, as amended hereby, and any other Loan Documents are true and correct
on and as of the date hereof, as though made on and as of such date; (c) no
Default or Event of Default under the Credit Agreement, as amended
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hereby, has occurred and is continuing; and (d) Borrower is in full compliance
with all covenants and agreements contained in the Credit Agreement and the
other Loan Documents, as amended hereby.
ARTICLE 6 - MISCELLANEOUS PROVISIONS.
6.1 No Waiver. Except as specifically provided in this Amendment, nothing
contained in this Amendment shall be construed as a waiver by Lenders of any
covenant or provision of the Credit Agreement, the other Loan Documents, this
Amendment, or of any other contract or instrument between Borrower and Lenders,
and the failure of Lenders at any time or times hereafter to require strict
performance by Borrower of any provision thereof shall not waive, affect, or
diminish any right of Lenders to thereafter demand strict compliance therewith.
Lenders hereby reserve all rights granted under the Credit Agreement, the other
Loan Documents, this Amendment, and any other contract or instrument between
Borrower and Lenders.
6.2 Survival of Representations and Warranties. All representations and
warranties made in the Credit Agreement or any other Loan Documents, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agents or any Lender shall affect the
representations and warranties or the right of Agents or any Lender to rely upon
them.
6.3 Reference to Credit Agreement. Each of the Credit Agreement and the
other Loan Documents, and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby
amended so that any reference in the Credit Agreement and such other Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
6.4 Expenses of Agent. As provided in the Credit Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by
Administrative Agent in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the costs and fees of Administrative Agent's
legal counsel, and all reasonable costs and expenses incurred by Lenders in
connection with the enforcements or preservation of any rights under the Credit
Agreement, as amended hereby, or any Loan Documents, including, without
limitation, the reasonable costs and fees of Administrative Agent's legal
counsel.
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6.5 Severability. Any provisions of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
6.6 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of Lenders and Borrower and their respective successors
and assigns, except that Borrower may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of Lenders.
6.7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
6.8 Effect of Waiver. No consent or waiver, express or implied, by
Administrative Agent or any Lender to or for any breach of or deviation from
any covenant or condition by Borrower shall be deemed a consent to or waiver of
any other breach of the same or any other covenant, condition, or duty.
6.9 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.10 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL HAVE APPLICATION.
6.11 Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS,
EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE, OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY BORROWER AND LENDERS.
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Executed as of the Effective Date.
BORROWER:
RANGE RESOURCES CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President
and Chief Financial Officer
AGENTS:
BANK ONE, TEXAS, N.A.,
as Administrative Agent and a Lender
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________________
W. ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
CHASE BANK OF TEXAS, N.A.,
as Syndication Agent and a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
BANK OF AMERICA, N.A.,
as Documentation Agent and a Lender
By:
______________________________________
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
DEUSTCHE BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
______________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Principal
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OTHER LENDERS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. Tisruc
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. Tisruc
Title: Assistant Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
CIBC INC.
By: /s/ M. ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: M. ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇ FARGO BANK (TEXAS), N.A.
By:
-------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Philippe Soustra
-------------------------------------
Name: Philippe Soustra
Title: Senior Vice President
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ABN AMRO BANK N.V.
By:
-------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
First Amendment - Page 10
