RANGE RESOURCES CORP
8TH AMENDMENT TO RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d14506exv10w1.txt
<DESCRIPTION>8TH AMENDMENT TO RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                                               EXECUTION VERSION

            EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(hereinafter referred to as the "Amendment") executed as of the 31st day of
March, 2004, by and among RANGE RESOURCES CORPORATION, a Delaware corporation
("Borrower"), BANK ONE, NA, a national banking association ("Bank One"), each of
the financial institutions which is a party hereto (as evidenced by the
signature pages to this Amendment) or which may from time to time become a party
to the Credit Agreement pursuant to the provisions of Section 29 thereof or any
successor or permitted assignee thereof (hereinafter collectively referred to as
"Lenders", and individually, "Lender"), Bank One, as Administrative Agent
("Agent"), Fleet National Bank, as Co-Documentation Agent, Fortis Capital Corp.,
as Co-Documentation Agent, JPMorgan Chase Bank, as Co-Syndication Agent, Credit
Lyonnais New York Branch, as Co-Syndication Agent, Banc One Capital Markets,
Inc., as Joint Lead Arranger and Joint Bookrunner and JPMorgan Securities, Inc.,
as Joint Lead Arranger and Joint Bookrunner. Capitalized terms used but not
defined in this Amendment have the meanings assigned to such terms in that
certain Amended and Restated Credit Agreement dated as of May 2, 2002, by and
among Borrower, Agent and Lenders (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement").

                                   WITNESSETH:

         WHEREAS, the Borrower has requested that the Agent and the Lenders
amend the Credit Agreement to (i) increase the Commitment to $375,000,000 and
(ii) increase the Borrowing Base to $240,000,000; and Agent and the Lenders have
agreed to do so on the terms and conditions hereinafter set forth; and

         WHEREAS, Harris Nesbitt Financing, Inc. desires to become a Lender; and
Agent and the Borrower are each willing to consent to Harris Nesbitt Financing,
Inc. becoming a Lender under the Credit Agreement.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
Borrower, Agent and the Lenders, hereby agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction or waiver
in writing of each condition precedent set forth in Section 3 hereof, and in
reliance on the representations, warranties, covenants and agreements contained
in this Amendment, the Credit Agreement shall be amended in the manner provided
in this Section 1.

         1.1 TITLE PAGE. The title page of the Credit Agreement shall be and it
hereby is amended by deleting "$225,000,000 REVOLVING CREDIT" and inserting
"$375,000,000 REVOLVING CREDIT".

<PAGE>

         1.2 AMENDED DEFINITIONS. The definition of "Commitment" set forth in
Section 1 of the Credit Agreement shall be and it hereby is amended in its
entirety as follows:

         Commitment means (A) for all Lenders, the lesser of (i) $375,000,000 or
(ii) the Borrowing Base, as reduced or increased from time to time pursuant to
Sections 2 and 7 hereof, and (B) as to any Lender, its obligation to make
Advances hereunder in amounts not exceeding, in the aggregate, an amount equal
to such Lender's Commitment Percentage times the total Commitment as of any
date. The Commitment of each Lender hereunder shall be adjusted from time to
time to reflect assignments made by such Lender pursuant to Section 29 hereof.
Each reduction in the Commitment shall result in a Pro Rata reduction in each
Lender's Commitment.

         1.3 FORM OF NOTES. The first sentence of Section 3(a) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:

The Loans shall be evidenced by a Note or Notes in the aggregate face amount of
$375,000,000, and shall be in the form of Exhibit "B" hereto with appropriate
insertions.

         1.4 ISSUANCE OF ADDITIONAL NOTES. The first sentence of Section 3(b) of
the Credit Agreement shall be and it hereby is amended in its entirety to read
as follows:

As of March [ ], 2004, there shall be outstanding Notes in the aggregate face
amount of $375,000,000 payable to the order of Lenders.

         1.5 AMENDMENT TO BORROWING BASE. Section 7(a) of the Credit Agreement
shall be and it hereby is amended in its entirety to read as follows:

                  (a) Borrowing Base. Subject to Section 7(b) hereof, as of
         March [ ], 2004, the Borrowing Base shall be $240,000,000.

         1.6 BORROWING BASE DETERMINATIONS. The first sentence of Section 7(b)
of the Credit Agreement shall be and it hereby is amended by deleting "April 1,
2004" and inserting "September 1, 2004" in replacement thereof. The second
sentence of Section 7(b) of the Credit Agreement shall be and it hereby is
amended by deleting "March 1, 2004" and inserting "March 1, 2005" in replacement
thereof.

         1.7 NOTE HOLDERS. The first sentence of Section 15(b) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:

From time to time as other Lenders become a party to this Agreement, Agent shall
obtain execution by Borrower of additional Notes in amounts representing the
Commitments of each such new Lender, up to an aggregate face amount of all Notes
not exceeding $375,000,000.

         1.8 ASSIGNMENT AND ACCEPTANCE. The Lenders have agreed among themselves
to reallocate their respective Commitments and to allow Harris Nesbitt
Financing, Inc. to acquire an interest in the Commitments and the Loans. After
such reallocation of the Commitments, on the

<PAGE>

date hereof, the Lenders shall own the Commitment Percentages set forth on
Schedule 1 attached hereto. With respect to such reallocation, Harris Nesbitt
Financing, Inc. shall be deemed to have acquired the Commitments and Loans
allocated to them from each of the Lenders pursuant to the terms of the
Assignment and Acceptance Agreement attached as Exhibit E to the Credit
Agreement as if Harris Nesbitt Financing, Inc. and the Lenders had executed an
Assignment and Acceptance Agreement with respect to such allocation. Each Lender
shall surrender its existing Note and be issued a new Note in a face amount
equal to each Lender's Commitment Percentage times $375,000,000. Each said Note
to be in the form of Exhibit "B" to the Credit Agreement with appropriate
insertions. The funds delivered to Agent by Harris Nesbitt Financing, Inc. to
acquire an interest in the Commitments and the Loans shall be allocated and paid
to each of the existing Lenders such that after giving effect to such allocation
and payment each of the Lender's Commitment shall be in the amounts set forth on
Schedule 1 attached hereto. By their execution hereof, Agent and the Borrower
each hereby consent to Harris Nesbitt Financing, Inc. becoming a Lender under
the Credit Agreement.

SECTION 2. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Except to the extent
its provisions are specifically amended, modified or superseded by this
Amendment, the representations, warranties and affirmative and negative
covenants of the Borrower contained in the Credit Agreement are incorporated
herein by reference for all purposes as if copied herein in full. The Borrower
hereby restates and reaffirms each and every term and provision of the Credit
Agreement, as amended, including, without limitation, all representations,
warranties and affirmative and negative covenants. Except to the extent its
provisions are specifically amended, modified or superseded by this Amendment,
the Credit Agreement, as amended, and all terms and provisions thereof shall
remain in full force and effect, and the same in all respects are confirmed and
approved by the Borrower and the Lenders.

SECTION 3. CONDITIONS. The amendments to the Credit Agreement contained in
Section 1 of this Amendment shall be effective upon the satisfaction of each of
the conditions set forth in this Section 3.

         3.1 EXECUTION AND DELIVERY. The Borrower and each Guarantor shall have
executed and delivered (i) this Amendment, (ii) Revolving Notes in the form
attached to the Credit Agreement as Exhibit "B" in the amounts set forth on
Schedule I attached hereto, (iii) a duly executed officer's certificate,
together with copies of the Borrower's certificate of incorporation and bylaws
and appropriate corporate resolutions of the Borrower, in each case, certified
as true and correct by the Secretary of the Borrower, the names of the officers
of the Borrower authorized to sign loan documents on behalf of the Borrower and
the true signatures of each such officer, in each case certified as true and
correct by the Secretary of the Borrower and evidence of the existence and good
standing of the Borrower, and (iv) other required documents, all in form and
substance satisfactory to the Agent.

         3.2 POST-CLOSING COVENANT. On or before April 15, 2004, the Borrower
and each Guarantor, where applicable, shall execute amendments to the mortgages
securing the indebtedness, liabilities and obligations to the Lenders in form
and substance acceptable to the Agent. Borrowers further agree that any failure
on their part to comply with and perform this covenant shall constitute an Event
of Default under the Credit Agreement.

<PAGE>

         3.3 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Borrower under this Amendment are true and correct in all material
respects as of such date, as if then made (except to the extent that such
representations and warranties related solely to an earlier date).

         3.4 NO EVENT OF DEFAULT. No Event of Default shall have occurred and be
continuing nor shall any event have occurred or failed to occur which, with the
passage of time or service of notice, or both, would constitute an Event of
Default.

         3.5 OTHER DOCUMENTS. The Agent shall have received such other
instruments and documents incidental and appropriate to the transaction provided
for herein as the Agent or its counsel may reasonably request, and all such
documents shall be in form and substance satisfactory to the Agent.

         3.6 LEGAL MATTERS SATISFACTORY. All legal matters incident to the
consummation of the transactions contemplated hereby shall be reasonably
satisfactory to special counsel for the Agent retained at the expense of
Borrower.

SECTION 4. MISCELLANEOUS.

         4.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrants that all factual information, if any, heretofore and
contemporaneously furnished by or on behalf of Borrower to Agent for purposes of
or in connection with this Amendment does not contain any untrue statement of a
material fact or omit to state any material fact necessary to keep the
statements contained herein or therein from being misleading. Each of the
foregoing representations and warranties shall constitute a representation and
warranty of Borrower made under the Credit Agreement, and it shall be an Event
of Default if any such representation and warranty shall prove to have been
incorrect or false in any material respect at the time given. Each of the
representations and warranties made under the Credit Agreement (including those
made herein) shall survive and not be waived by the execution and delivery of
this Amendment or any investigation by Lenders.

         4.2 INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Lenders and their respective officers, employees, agents, attorneys and
representatives (singularly, an "Indemnified Party", and collectively, the
"Indemnified Parties") from and against any loss, cost, liability, damage or
expense (including the reasonable fees and out-of-pocket expenses of counsel to
the Lender, including all local counsel hired by such counsel) ("Claim")
incurred by the Lenders in investigating or preparing for, defending against, or
providing evidence, producing documents or taking any other action in respect of
any commenced or threatened litigation, administrative proceeding or
investigation under any federal securities law, federal or state environmental
law, or any other statute of any jurisdiction, or any regulation, or at common
law or otherwise, which is alleged to arise out of or is based upon any acts,
practices or omissions or alleged acts, practices or omissions of the Borrower
or its agents or arises in connection with the duties, obligations or
performance of the Indemnified Parties in negotiating, preparing, executing,
accepting, keeping, completing, countersigning, issuing,

<PAGE>

selling, delivering, releasing, assigning, handling, certifying, processing or
receiving or taking any other action with respect to the Loan Documents and all
documents, items and materials contemplated thereby even if any of the foregoing
arises out of an Indemnified Party's ordinary negligence. The indemnity set
forth herein shall be in addition to any other obligations or liabilities of the
Borrower to the Lenders hereunder or at common law or otherwise, and shall
survive any termination of this Amendment, the expiration of the Loan and the
payment of all indebtedness of the Borrower to the Lenders hereunder and under
the Notes, provided that the Borrower shall have no obligation under this
section to the Lenders with respect to any of the foregoing arising out of the
gross negligence or willful misconduct of the Lenders. If any Claim is asserted
against any Indemnified Party, the Indemnified Party shall endeavor to notify
the Borrower of such Claim (but failure to do so shall not affect the
indemnification herein made except to the extent of the actual harm caused by
such failure). The Indemnified Party shall have the right to employ, at the
Borrower's expense, counsel of the Indemnified Parties' choosing and to control
the defense of the Claim. The Borrower may at its own expense also participate
in the defense of any Claim. Each Indemnified Party may employ separate counsel
in connection with any Claim to the extent such Indemnified Party believes it
reasonably prudent to protect such Indemnified Party. THE PARTIES INTEND FOR THE
PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM
THE CONSEQUENCES OF STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ANY
INDEMNIFIED PARTY AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE,
WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING CAUSE OF
ANY CLAIM, BUT NOT FROM ANY PORTION OF SUCH CLAIM ARISING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY.

         4.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts and by different parties hereto in separate counterparts each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. However, this Amendment shall bind no party until Borrower,
Agent and Lenders have executed a counterpart. Facsimiles shall be effective as
originals.

         4.4 WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED,
REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE
PARTIES.

         4.5 NO IMPAIRMENT. Borrower acknowledges and agrees that the renewal,
extension and amendment of the Credit Agreement shall not be considered a
novation of account or new contract but that all existing rights, titles,
powers, and estates in favor of the Lenders constitute valid and existing
obligations in favor of the Lenders. Borrower confirms and agree that (a)
neither the execution of this Amendment nor any other Loan Document nor the
consummation of the transactions described herein and therein shall in any way
effect, impair or limit the covenants, liabilities, obligations and duties of
the Borrower under the Loan Documents and (b) the obligations evidenced and
secured by the Loan Documents continue in full force and effect.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Eighth Amendment to
Amended and Restated Credit Agreement to be duly executed as of the date first
above written.

                                    BORROWER:

                                    RANGE RESOURCES CORPORATION
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    LENDERS:

                                    BANK ONE, NA, a national
                                    banking association (Main Office Chicago)
                                    as a Lender and Administrative Agent

                                    By: _______________________________________
                                    Name: Wm. Mark Cranmer
                                    Title: Director, Capital Markets

<PAGE>

                                    BANK OF SCOTLAND

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    JPMORGAN CHASE BANK

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    COMPASS BANK

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    CREDIT LYONNAIS NEW YORK BRANCH

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    FLEET NATIONAL BANK

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    FORTIS CAPITAL CORP.

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    NATEXIS BANQUES POPULAIRES

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    COMERICA BANK
                                    (successor by merger with
                                    Comerica Bank-Texas)

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    HIBERNIA NATIONAL BANK

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    SOUTHWEST BANK OF TEXAS, N.A.

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    HARRIS NESBITT FINANCING, INC.

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                            CONSENT AND REAFFIRMATION

         The undersigned (each a "Guarantor") hereby (i) acknowledges receipt of
a copy of the foregoing Eighth Amendment to Amended and Restated Credit
Agreement (the "Eighth Amendment"); (ii) consents to Borrower's execution and
delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing
contained therein shall modify in any respect whatsoever its guaranty of the
obligations of the Borrower to Lenders pursuant to the terms of its Guaranty in
favor of Agent and the Lenders (the "Guaranty") and (v) reaffirms that the
Guaranty is and shall continue to remain in full force and effect. Although
Guarantor has been informed of the matters set forth herein and has acknowledged
and agreed to same, Guarantor understands that the Lenders have no obligation to
inform Guarantor of such matters in the future or to seek Guarantor's
acknowledgment or agreement to future amendments or waivers, and nothing herein
shall create such duty.

         IN WITNESS WHEREOF, the undersigned has executed this Consent and
Reaffirmation on and as of the date of the Eighth Amendment.

                                    GUARANTORS:

                                    RANGE ENERGY I, INC.
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    RANGE HOLDCO, INC.
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    RANGE PRODUCTION COMPANY
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    RANGE ENERGY VENTURES
                                    CORPORATION, a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    GULFSTAR ENERGY, INC.
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    RANGE ENERGY FINANCE CORPORATION
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                    RANGE PRODUCTION I, L.P.
                                    a Texas limited partnership

                                    By: RANGE PRODUCTION COMPANY
                                        Its general partner

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    RANGE RESOURCES, L.L.C.
                                    a Oklahoma limited liability company

                                    By: RANGE PRODUCTION COMPANY
                                        Its member

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

                                    By: RANGE HOLDCO, INC.
                                        Its member

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________

<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>
         LENDER                                              COMMITMENT
         ------                                              ----------
<S>                                                          <C>
BANK ONE, NA                                                 $40,625,000
BANK OF SCOTLAND                                             $40,625,000
COMERICA BANK                                                $28,125,000
COMPASS BANK                                                 $28,125,000
CREDIT LYONNAIS NEW YORK BRANCH                              $40,625,000
FLEET NATIONAL BANK                                          $40,625,000
FORTIS CAPITAL CORP.                                         $40,625,000
HARRIS NESBITT FINANCING, INC.                               $40,625,000
HIBERNIA NATIONAL BANK                                       $15,625,000
JPMORGAN CHASE                                               $15,625,000
NATEXIS BANQUES POPULAIRES                                   $28,125,000
SOUTHWEST BANK OF TEXAS, N.A.                                $15,625,000
</TABLE>

</TEXT>
</DOCUMENT>
