RANGE RESOURCES
CORPORATION
AMERICAN ENERGY SYSTEMS, LLC
MOUNTAIN FRONT PARTNERS, LLC
RANGE ENERGY I, INC.
RANGE ENERGY SERVICES COMPANY
RANGE HOLDCO, INC.
RANGE OPERATING NEW MEXICO, INC.
RANGE OPERATING TEXAS, LLC
RANGE PRODUCTION COMPANY
RANGE RESOURCES—APPALACHIA, LLC
RANGE RESOURCES—MIDCONTINENT, LLC
RANGE RESOURCES—PINE MOUNTAIN, INC.
RANGE TEXAS PRODUCTION, LLC
REVC HOLDCO, LLC
8% SENIOR SUBORDINATED NOTES DUE
2019
FIRST SUPPLEMENTAL
INDENTURE
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
FIRST SUPPLEMENTAL
INDENTURE, dated as of May 14, 2009 (this “
Supplemental Indenture ”), among Range Resources
Corporation, a Delaware corporation (the “ Company
”), as issuer, the Subsidiary Guarantors named herein as
guarantors and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “ Trustee ”).
WHEREAS, the
Company has heretofore entered into an Indenture, dated as of
May 14, 2009, among the Company, the Subsidiary Guarantors
party thereto and the Trustee (the “ Original
Indenture ,” as may be amended and supplemented in
respect of provisions relating to the Notes described herein, and
as further supplemented by this Supplemental Indenture, the “
Indenture ”);
WHEREAS, the
Company desires to issue a class of Securities under the Indenture
designated as its 8% Senior Subordinated Notes due 2019 (the
“ Notes ”), and has duly authorized the
execution and delivery of this Supplemental Indenture in connection
therewith;
WHEREAS, the
Original Indenture provides for the issuance from time to time of
Securities, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions
as shall be fixed in accordance with the provisions of the Original
Indenture, and the form and terms of such series may be described
by a supplemental indenture executed by the Company, the Subsidiary
Guarantors and the Trustee;
WHEREAS, the
Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of the Indenture
and shall, to the extent applicable, be governed by such
provisions; and
WHEREAS, all
things necessary to make this Supplemental Indenture a valid
agreement of the Company and the Subsidiary Guarantors, and a valid
amendment and supplement to the Original Indenture, have been
done.
NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in
consideration of the premises and the purchase of the Notes by the
Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as
follows:
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SECTION 1.01.
Interpretation .
For all purposes
of this Supplemental Indenture and any Notes issued under the
Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(a) capitalized
terms used herein without definition shall have the meanings
specified in the Original Indenture;
(b) each reference
to “Indenture” in this Supplemental Indenture shall
mean the provisions of the Original Indenture and future amendments
and supplements to the Original Indenture, including this
Supplemental Indenture, applicable to the Notes;
(c) all references
in this Supplemental Indenture to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture and, where so specified, to
the Articles and Sections of the Original Indenture as
supplemented, amended or modified by this Supplemental
Indenture;
(d) all references
in the Original Indenture to Articles and Sections in the Original
Indenture shall for purposes of the Notes be deemed references to
the Articles and Sections of the Original Indenture as
supplemented, amended or modified by this Supplemental
Indenture;
(e) the words
“herein,” “hereof” and
“hereunder” and other words of similar import refer to
this Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision;
(f) the word
“or” is not exclusive.
SECTION 1.02
Effect of Headings .
The Article and
Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION 1.03
Separability Clause .
In case any
provision in this Supplemental Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 1.04
Priority of Supplemental Indenture .
In the event any
conflict arises between the terms of the Original Indenture and the
terms of this Supplemental Indenture, the terms of this
Supplemental Indenture shall be controlling and
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supersede such
conflicting terms of the Original Indenture. Unless otherwise
specifically modified or amended hereby, the terms of the Original
Indenture shall remain in full force and effect with respect to the
Notes.
SECTION 1.05
Counterparts .
This Supplemental
Indenture may be executed in any number of counterparts, each of
which shall be original; but such counterparts shall together
constitute but one and the same instrument.
SECTION 2.01
Form of Note .
The Notes shall be
in substantially the form set forth in Exhibit A hereto, with
such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture, and may
have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to
comply with applicable laws or the rules of any Notes exchange or
Depositary or as may, consistently with the Indenture, be
determined by the officers executing such Notes, as evidenced by
their execution of the Notes. Each Note shall be dated the date of
its authentication.
The Notes issued
on the date of this Supplemental Indenture will be issued in the
form of one or more permanent Global Securities (each, a “
Global Note ”) deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company,
authenticated by the Trustee as provided in the Indenture and
bearing the DTC Legend. The Global Notes may be represented by more
than one certificate, if so required by the Depositary’s
rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.
SECTION 2.02
Title and Terms .
The Notes are an
issue of Securities under the Indenture, and shall be entitled to
all the benefits and limitations thereof, and shall be known and
designated as the “8% Senior Subordinated Notes due
2019” of the Company. The aggregate principal amount of Notes
which may be authenticated and delivered under this Supplemental
Indenture shall be unlimited. The Company is initially issuing
$300,000,000 aggregate principal amount of Notes as of the date
hereof. This series of Notes may be reopened from time to time for
the issuance of additional Notes, subject to compliance with the
Indenture. The Trustee shall authenticate and deliver Notes upon
the order of the Company signed by one Officer and delivered to the
Trustee, which order shall specify the amount of securities to be
issued and the date of issuance thereof.
The stated
maturity of the Notes shall be May 15, 2019 and they shall
bear interest as provided in the form of Note (which is
incorporated herein by reference) and in the Indenture.
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The principal of
(and premium, if any) and interest on the Notes shall be payable at
the office or agency of the Company maintained for such purpose, as
provided in Section 4.02 of the Original Indenture;
provided, however , that, at the option of the Company,
interest may be paid on Notes in definitive form by check mailed to
addresses of the Persons entitled thereto as such addresses shall
appear on the Register.
The Notes shall be
redeemable as provided in the form of Note and in Article III
of the Original Indenture.
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RANGE RESOURCES
CORPORATION
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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AMERICAN ENERGY
SYSTEMS, LLC
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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MOUNTAIN FRONT
PARTNERS, LLC
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By:
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RANGE OPERATING
TEXAS, LLC, its Member
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By:
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RANGE RESOURCES
CORPORATION,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE ENERGY I,
INC.
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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[Signature Page to Supplemental
Indenture]
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RANGE ENERGY
SERVICES COMPANY
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE HOLDCO,
INC.
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE OPERATING
NEW MEXICO,
INC.
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE OPERATING
TEXAS, LLC
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By:
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/s/ RANGE
RESOURCES CORPORATION,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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[Signature Page to Supplemental
Indenture]
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RANGE
PRODUCTION COMPANY
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE
RESOURCES—APPALACHIA,
LLC
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By:
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RANGE HOLDCO,
INC.,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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By:
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RANGE ENERGY I,
INC.,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE
RESOURCES—MIDCONTINENT, LLC
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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RANGE
RESOURCES—PINE
MOUNTAIN, INC.
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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[Signature Page to Supplemental
Indenture]
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RANGE TEXAS
PRODUCTION, LLC
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By:
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RANGE ENERGY I,
INC.,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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REVC HOLDCO,
LLC
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By:
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RANGE RESOURCES
CORPORATION,
its Member
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Attest:
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By:
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/s/ Roger S.
Manny
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Name:
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Roger S.
Manny
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/s/ David P.
Poole
David P. Poole,
Secretary
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Title:
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Executive Vice
President and
Chief Financial Officer
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[Signature Page to Supplemental
Indenture]
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THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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/s/ Marcella S.
Burgess
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Name:
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Marcella
Burgess
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Title:
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Assistant Vice
President
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[Signature Page to Supplemental
Indenture]
RANGE RESOURCES
CORPORATION
8% Senior Subordinated Note Due
2019
RANGE RESOURCES
CORPORATION, a Delaware corporation (the “ Company
”, which term includes any successor under the Indenture
hereinafter referred to), for value received, promises to pay to
______________, or its register
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