EX-10.2



 Exhibit 10.2 
  

 
  

FIRST AMENDMENT 
 TO 
 SECOND LIEN CREDIT
AGREEMENT 
 AMONG 
 REX ENERGY CORPORATION, 
 as Borrower,

 THE GUARANTORS, 
 KEYBANK NATIONAL ASSOCIATION, 
 as Administrative Agent, 
 AND 

THE LENDERS SIGNATORY HERETO 

DATED AS OF MAY 7, 2012 

 
  

 







 FIRST AMENDMENT TO SECOND
LIEN CREDIT AGREEMENT  
 This FIRST
AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”) dated as of May 7, 2012 is among REX
ENERGY CORPORATION, a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower,
the “Obligors”); KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and
the Lenders signatory hereto. 
 RECITALS  

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Lien Credit Agreement dated as of
December 22, 2011 (the “Credit Agreement”), pursuant to which the Lenders have made certain term loans available to the Borrower. 
 B. The Guarantors are parties to that certain Guaranty and Collateral Agreement dated as of December 22, 2011 made by each of the Grantors (as defined therein) in favor of the Administrative Agent
(as heretofore amended, modified or supplemented, the “Guaranty”). 
 C. The Borrower, the Administrative Agent
and the Lenders have agreed to amend Section 9.05 of the Credit Agreement as more fully set forth herein. 
 NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this
First Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement. 

Section 2. Amendment to Credit Agreement. 
 2.1 Amendment to Section 9.05(r). Section 9.05(r) is hereby amended and restated in its entirety to read as follows: 

“(r) Investment by R.E. Gas in Keystone and RW Gathering in an aggregate amount not to exceed $55,000,000 in cash and $4,500,000 in
Property.” 
 Section 3. Conditions Precedent. This First Amendment shall become effective on the date on which
each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “First Amendment Effective Date”): 

3.1 First Amendment. The Administrative Agent shall have received multiple counterparts as requested of this First Amendment from
the Borrower, each other Obligor and the Majority Lenders. 

  
 Page 1









 3.2 First Lien Loan Documents. The Administrative Agent shall have received a copy of
an amendment to the First Lien Credit Agreement, in form and substance acceptable to the Administrative Agent, containing amendments to the First Lien Credit Agreement comparable to those set forth herein to the extent applicable and such amendment
shall be in full force and effect on the First Amendment Effective Date. 
 3.3 Payment of Outstanding Invoices. Payment
by the Borrower to the Administrative Agent of all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower (including, but not limited to, the fees of Jones Day). 
 3.4 No Default. After
giving effect to the terms of this First Amendment, no Default or Event of Default shall be continuing as of the First Amendment Effective Date. 
 Section 4. Representations and Warranties; Etc. Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, after giving effect to the terms of
this First Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a
specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan
Documents. 
 Section 5. Miscellaneous. 
 5.1 Confirmation. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this
First Amendment. 
 5.2 Ratification and Affirmation of the Obligors. Each Obligor hereby expressly (a) acknowledges
the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party, and agrees that each Loan Document to which it is
a party remains in full force and effect, as amended hereby; and (c) agrees that from and after the First Amendment Effective Date each reference to the Credit Agreement in the Guaranty and the other Loan Documents shall be deemed to be a
reference to the Credit Agreement, as amended by this First Amendment. 
 5.3 Counterparts. This First Amendment may be
executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of
this First Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this First Amendment. 

  
 Page 2









 5.4 No Oral Agreement. THIS WRITTEN
FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED
IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES. 
 5.5
Governing Law. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS. 
 5.6 Release of Lenders. IN CONSIDERATION OF THIS FIRST AMENDMENT AND, SUBJECT TO THE CONDITIONS STATED HEREIN, THE BORROWER AND EACH OTHER OBLIGOR HEREBY RELEASES, ACQUITS, FOREVER DISCHARGES,
AND COVENANTS NOT TO SUE, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE HEIRS, EXECUTORS, LEGAL
REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A “RELEASED PARTY” AND COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
LIABILITIES, SUITS, OFFSETS AGAINST THE INDEBTEDNESS EVIDENCED BY THE LOAN DOCUMENTS AND ACTIONS, CAUSES OF ACTION OR CLAIMS FOR RELIEF OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED BY BORROWER OR ANY OBLIGOR, WHICH
BORROWER, ANY OBLIGOR, OR ANY SUBSIDIARY MAY HAVE OR WHICH MAY HEREAFTER ACCRUE RELATED TO ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE FIRST AMENDMENT EFFECTIVE DATE AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER OCCURRING ON OR PRIOR TO THE FIRST AMENDMENT EFFECTIVE DATE, WHICH RELATE TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY THE CREDIT AGREEMENT, ANY NOTE, ANY SECURITY INSTRUMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS EVIDENCED
THEREBY, INCLUDING, WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER THE CREDIT AGREEMENT, ANY NOTES, THE NEGOTIATION OF ANY OF THE CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION, ENFORCEMENT
OR SERVICING THEREOF.  
 [Signatures Begin on Next Page] 

  
 Page 3









 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
effective as of the First Amendment Effective Date. 
  

							
	BORROWER:	 		 	REX ENERGY CORPORATION
				
		 		 	By:	 	 /s/ Thomas C. Stabley

		 		 		 	Thomas C. Stabley
		 		 		 	Chief Executive Officer and
		 		 		 	Chief Financial Officer
			
	GUARANTORS:	 		 	REX ENERGY OPERATING CORP.
				
		 		 	By:	 	 /s/ Thomas C. Stabley

		 		 		 	Thomas C. Stabley
		 		 		 	Chief Executive Officer and
		 		 		 	Chief Financial Officer
			
		 		 	REX ENERGY I, LLC
		 		 	R.E. GAS DEVELOPMENT, LLC
		 		 	PENNTEX RESOURCES ILLINOIS, INC.
		 		 	REX ENERGY IV, LLC
				
		 		 	By:	 	 /s/ Thomas C. Stabley

		 		 		 	Thomas C. Stabley
		 		 		 	Vice President

 First Amendment 
 Signature Page 








							
	ADMINISTRATIVE AGENT:	 		 	KEYBANK NATIONAL ASSOCIATION,
		 		 	as Administrative Agent and Lender
				
		 		 	By:	 	 /s/ Craig Hanselman

		 		 	Name:	 	Craig Hanselman
		 		 	Title:	 	Vice President


  
 First
Amendment 
 Signature Page 









							
	LENDERS:	 		 	WELLS FARGO BANK, N.A.
				
		 		 	By:	 	 /s/ Bryan M. McDavid

		 		 	Name:	 	Bryan M. Mcdavid
		 		 	Title:	 	Director


  
 First
Amendment 
 Signature Page 








 
			
	SUNTRUST BANK
		
	By:	 	 /s/ Gregory C. Magnuson

	Name:	 	Gregory C. Magnuson
	Title:	 	Vice President



  
 First
Amendment 
 Signature Page 








 
			
	UNIONBANCAL EQUITIES, INC.
		
	By:	 	 /s/ Derrick Pan

	Name:	 	Derrick Pan
	Title:	 	Vice President
		
	By:	 	 /s/ Margaret Elower

	Name:	 	Margaret Elower
	Title:	 	Vice President



  
 First
Amendment 
 Signature Page