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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Banc One Capital Markets, Inc.; Bank One, NA; Credit Lyonnais Securities (USA) Inc.; McDonald Investments Inc.; UBS Securities LLC |
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Date: |
2003 |
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Size: |
Preview shows 10KB of 99KB total |
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Price: |
$56 |
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ID: |
#910319 |
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REGISTRATION RIGHTS AGREEMENT
Dated as of July 21, 2003
By and Among
Range Resources Corporation
as Issuer,
and
UBS SECURITIES LLC, BANC ONE CAPITAL MARKETS, INC., CREDIT
LYONNAIS SECURITIES (USA) INC. and McDONALD
INVESTMENTS INC.
as Initial Purchasers
7 3/8% Senior Subordinated Notes due 2013
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. Definitions......................................................................................... 1
2. Exchange Offer...................................................................................... 4
3. Shelf Registration.................................................................................. 7
4. Liquidated Damages.................................................................................. 8
5. Registration Procedures............................................................................. 10
6. Registration Expenses............................................................................... 18
7. Indemnification..................................................................................... 19
8. Rules 144 and 144A.................................................................................. 22
9. Underwritten Registrations.......................................................................... 22
10. Miscellaneous....................................................................................... 23
(a) No Inconsistent Agreements.................................................................... 23
(b) Adjustments Affecting Registrable Notes....................................................... 23
(c) Amendments and Waivers........................................................................ 23
(d) Notices....................................................................................... 23
(e) Successors and Assigns........................................................................ 24
(f) Counterparts.................................................................................. 24
(g) Headings...................................................................................... 24
(h) Governing Law................................................................................. 24
(i) Severability.................................................................................. 25
(j) Securities Held by the Issuer or Its Affiliates............................................... 25
(k) Third-Party Beneficiaries..................................................................... 25
(l) Attorneys' Fees............................................................................... 25
(m) Entire Agreement.............................................................................. 25
SIGNATURES................................................................................................... S-1
</TABLE>
-i-
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is dated
as of July 21, 2003, by and between Range Resources Corporation, a Delaware
corporation (the "Issuer"), on the one hand, and UBS Securities LLC, Banc One
Capital Markets, Inc. Credit Lyonnais Securities (USA) Inc. and McDonald
Investments Inc. (the "Initial Purchasers"), on the other hand.
This Agreement is entered into in connection with the Purchase
Agreement, dated as of July 21, 2003, by and among the Issuer and the Initial
Purchasers (the "Purchase Agreement"), relating to the offering of $100,000,000
aggregate principal amount of the Issuer's 7 3/8% Senior Subordinated Notes due
2013 (the "Notes"). The execution and delivery of this Agreement is a condition
to the Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.
The parties hereby agree as follows:
Section 1. Definitions.
As used in this Agreement, the following terms shall have the
following meanings:
"ACTION" shall have the meaning set forth in Section 7(c)
hereof.
"ADVICE" shall have the meaning set forth in Section 5 hereof.
"AGREEMENT" shall have the meaning set forth in the first
introductory paragraph hereto.
"APPLICABLE PERIOD" shall have the meaning set forth in
Section 2(b) hereof.
"BOARD OF DIRECTORS" shall have the meaning set forth in
Section 5 hereof.
"BUSINESS DAY" shall mean a day that is not a Legal Holiday.
"COMMISSION" shall mean the Securities and Exchange
Commission.
"DAY" shall mean a calendar day.
"DAMAGES PAYMENT DATE" shall have the meaning set forth in
Section 4(b) hereof.
"DELAY PERIOD" shall have the meaning set forth in Section 5
hereof.
"EFFECTIVENESS PERIOD" shall have the meaning set forth in
Section 3(b) hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
<PAGE>
-2-
"EXCHANGE NOTES" shall have the meaning set forth in Section
2(a) hereof.
"EXCHANGE OFFER" shall have the meaning set forth in Section
2(a) hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning
set forth in Section 2(a) hereof.
"GUARANTEES" shall have the meaning set forth in the
Indenture.
"HOLDER" shall mean any holder of a Registrable Note or
Registrable Notes.
"INDENTURE" shall mean the Indenture, dated as of July 21,
2003, by and between the Issuer, the Subsidiary Guarantors named therein and
Bank One, NA as trustee, pursuant to which the Notes are being issued, as
amended or supplemented from time to time in accordance with the terms thereof.
"INITIAL PURCHASERS" shall have the meaning set forth in the
first introductory paragraph hereof.
"INSPECTORS" shall have the meaning set forth in Section 5(n)
hereof.
"ISSUE DATE" shall mean July 21, 2003, the date of original
issuance of the Notes.
"ISSUER" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Issuer's permitted successors and
assigns.
"LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York, New York are required by law, regulation
or executive order to remain closed.
"LIQUIDATED DAMAGES" shall have the meaning set forth in
Section 4(a) hereof.
"LOSSES" shall have the meaning set forth in Section 7(a)
hereof.
"NASD" shall have the meaning set forth in Section 5(s)
hereof.
"NOTES" shall have the meaning set forth in the second
introductory paragraph hereto.
"PARTICIPANT" shall have the meaning set forth in Section 7(a)
hereof.
"PARTICIPATING BROKER-DEALER" shall have the meaning set forth
in Section 2(b) hereof.
"PERSON" shall mean an individual, corporation, partnership,
joint venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.
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