Back to top

8% SENIOR SUBORDINATED NOTES DUE 2019

Promissory Note

8% SENIOR SUBORDINATED NOTES DUE 2019 | Document Parties: AMERICAN ENERGY SYSTEMS, LLC | BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | 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 CORPORATION | RANGE RESOURCES-APPALACHIA, LLC | RANGE RESOURCES-MIDCONTINENT, LLC | RANGE RESOURCES-PINE MOUNTAIN, INC | RANGE TEXAS PRODUCTION, LLC | REVC HOLDCO, LLC You are currently viewing:
This Promissory Note involves

AMERICAN ENERGY SYSTEMS, LLC | BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | 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 CORPORATION | RANGE RESOURCES-APPALACHIA, LLC | RANGE RESOURCES-MIDCONTINENT, LLC | RANGE RESOURCES-PINE MOUNTAIN, INC | RANGE TEXAS PRODUCTION, LLC | REVC HOLDCO, LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: 8% SENIOR SUBORDINATED NOTES DUE 2019
Governing Law: New York     Date: 5/14/2009
Industry: Oil and Gas Operations     Sector: Energy

8% SENIOR SUBORDINATED NOTES DUE 2019, Parties: american energy systems  llc , bank of new york mellon trust company  n.a. , 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 corporation , range resources-appalachia  llc , range resources-midcontinent  llc , range resources-pine mountain  inc , range texas production  llc , revc holdco  llc
50 of the Top 250 law firms use our Products every day

Exhibit 4.2

EXECUTION COPY

 

 

RANGE RESOURCES CORPORATION

As Issuer

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

As Subsidiary Guarantors

8% SENIOR SUBORDINATED NOTES DUE 2019

 

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 14, 2009

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

As Trustee

 

 

 

 


 

     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 ”).

RECITALS

     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:

1


 

ARTICLE ONE

GENERAL

     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

2


 

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.

ARTICLE TWO

FORM; TERMS

     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.

3


 

     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.

4


 

SIGNATURES

Dated as of
May 14, 2009

 

 

 

 

 

 

 

 

RANGE RESOURCES CORPORATION
 

 

Attest:

 

By:  

/s/ Roger S. Manny 

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

AMERICAN ENERGY SYSTEMS, LLC
 

 

Attest:

 

By:  

/s/ Roger S. Manny 

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

MOUNTAIN FRONT PARTNERS, LLC
 

 

 

 

By:  

RANGE OPERATING TEXAS, LLC, its Member  

 

 

 

 

 

 

 

 

 

 

 

By:  

RANGE RESOURCES CORPORATION,
its Member  

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny 

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE ENERGY I, INC.
 

 

Attest:

 

By:  

/s/ Roger S. Manny 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

[Signature Page to Supplemental Indenture]


 

 

 

 

 

 

 

 

 

 

 

 

 

 

RANGE ENERGY SERVICES COMPANY
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE HOLDCO, INC.
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE OPERATING NEW MEXICO,
INC.
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE OPERATING TEXAS, LLC
 

 

 

 

By:  

/s/ RANGE RESOURCES CORPORATION,
its Member  

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

[Signature Page to Supplemental Indenture]

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RANGE PRODUCTION COMPANY
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE RESOURCES—APPALACHIA,
LLC
 

 

 

 

By:  

RANGE HOLDCO, INC.,
its Member  

 

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

 

 

 

 

By:  

RANGE ENERGY I, INC.,
its Member  

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE RESOURCES—MIDCONTINENT, LLC
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

RANGE RESOURCES—PINE
MOUNTAIN, INC.
 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Supplemental Indenture]


 

 

 

 

 

 

 

 

 

RANGE TEXAS PRODUCTION, LLC
 

 

 

 

By:  

RANGE ENERGY I, INC.,
its Member  

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

REVC HOLDCO, LLC
 

 

 

 

By:  

RANGE RESOURCES CORPORATION,
its Member  

 

 

 

 

 

Attest:

 

By:  

/s/ Roger S. Manny  

 

 

 

 

Name:  

Roger S. Manny 

 

/s/ David P. Poole

 

David P. Poole, Secretary

 

 

Title:  

Executive Vice President and
Chief Financial Officer 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Supplemental Indenture]


 

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
 

 

 

By:  

/s/ Marcella S. Burgess  

 

 

 

Name:  

Marcella Burgess 

 

 

 

Title:  

Assistant Vice President 

 

 

[Signature Page to Supplemental Indenture]


 

EXHIBIT A

[FACE OF NOTE]

RANGE RESOURCES CORPORATION

8% Senior Subordinated Note Due 2019

 

 

 

 

 

 

 

[CUSIP] [CINS]

 

 

 

 

 

 

 

No.

 

 

 

     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


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more