REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated September 1, 2020 (this Agreement) is entered into by and among Range Resources Corporation, a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (the Representative).
The Company, the Initial Guarantors and the Representative are parties to the Purchase Agreement dated August 18, 2020 (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $300,000,000 aggregate principal amount of the Companys 9.25% Senior Notes due 2026 (the New Securities) which will be guaranteed on an unsecured senior basis by each of the Guarantors.
The New Securities constitute Additional Notes (as such term is defined in the Indenture (defined below)) under the Indenture and will be issued pursuant to and in compliance with Sections 2.02, 2.13 and 4.09 thereof. The Company has previously issued $550,000,000 aggregate principal amount of 9.25% Senior Notes due 2026 (the Initial Securities) under the Indenture. Except as otherwise disclosed in the Time of Sale Information or the Offering Memorandum (as such terms are defined in the Purchase Agreement), the New Securities will have terms identical to the Initial Securities and will be treated as a single series of debt securities for all purposes under the Indenture.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement.
Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
Company shall have the meaning set forth in the preamble and shall also include the Companys successors.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.