EX-10.60



 Exhibit 10.60 
 Execution Version 
  

 
  

ELEVENTH AMENDMENT 
 TO 
 CREDIT AGREEMENT 

AMONG 
 REX ENERGY CORPORATION, 
 as Borrower,

 THE GUARANTORS, 
 KEYBANK NATIONAL ASSOCIATION, 
 as Administrative Agent, 
 ROYAL BANK
OF CANADA, 
 as Syndication Agent, 

KEYBANK NATIONAL ASSOCIATION 

AND 

ROYAL BANK OF CANADA, 

as Joint Arrangers, 
 AND 
 THE LENDERS
SIGNATORY HERETO 
 DATED AS OF
NOVEMBER 12, 2012 
  
  

 







 ELEVENTH AMENDMENT TO
CREDIT AGREEMENT 
 This ELEVENTH AMENDMENT
TO CREDIT AGREEMENT (this “Eleventh Amendment”) dated as of November 12, 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 Credit Agreement dated as of September 28, 2007, as amended by that certain First Amendment dated as of
April 14, 2008, as amended by that certain Second Amendment dated as of December 23, 2008, as amended by that certain Third Amendment dated as of April 20, 2009, as amended by that certain Fourth Amendment dated December 18,
2009, as amended by that certain Fifth Amendment dated as of August 30, 2010, as amended by that certain Sixth Amendment dated effective as of August 2, 2011, as amended by that certain Seventh Amendment dated as of September 30,
2011, as amended by that certain Eighth Amendment dated as of December 22, 2011, as amended by that certain Ninth Amendment dated as of May 7, 2012, and as amended by that certain Tenth Amendment to Credit Agreement dated as of
August 31, 2012 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. 
 B. The Guarantors are parties to that certain Guaranty and Collateral Agreement dated as of September 28, 2007 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, waive, and make certain determinations regarding, certain provisions of the Credit Agreement as more fully set forth herein. 
 D. 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 Eleventh Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all article and section references in this Eleventh Amendment refer to articles and
sections of the Credit Agreement. 
 Section 2. Amendment to Section 9.01(b) of the Credit Agreement.
Section 9.01(b) is hereby amended and restated in its entirety to read as follows: 
 (b) Ratio of Total
Debt to EBITDAX. The Borrower will not, as of the last day of any fiscal quarter, permit its ratio of Total Debt as of such date to EBITDAX for the period ending on such day to be greater than 4.25 to 1.00. 

  
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 Section 3. Offering of Senior Debt. Pursuant to a letter dated November 7,
2012 (the “Senior Debt Offering Notice Letter”), the Borrower, pursuant to Section 8.01(t), has notified the Administrative Agent and the Lenders of an offering of Senior Debt referred to therein and provided certain documents
relating thereto. The Administrative Agent and the Lenders: 
 (a) waive the requirement in Section 8.01(t)
that the Borrower provide the Lenders with any document relating to such Senior Debt other than the documents described in and provided with the Senior Debt Offering Notice Letter (provided that the Borrower shall promptly (i) notify the
Administrative Agent upon the issuance of such Senior Debt and the amount and final pricing terms thereof and (ii) deliver to the Administrative Agent when available copies of the final preliminary offering memorandum, the offering memorandum,
the indenture and the note purchase agreement relating to such Senior Debt); 
 (b) have determined, pursuant to
Section 9.02(j)(ix), that, so long as (i) such Senior Debt is on the same or substantially similar terms as those contained in the draft preliminary offering memorandum referred to in the Senior Debt Offering Notice Letter, (ii) the
non-default interest rate per annum on such Senior Debt does not exceed 13% per annum, and (iii) the closing of the issuance of such Senior Debt occurs on or before February 28, 2013, such Senior Debt and any guarantees thereof are on
terms, taken as a whole, at least as favorable to the Borrower and the Subsidiaries as market terms for issuers of similar size and credit quality given prevailing market conditions; and 

(c) confirm that: 
 (i) Section 9.02(j)(vi), which requires the net cash proceeds of such Senior Debt to be applied to the prepayment of the Second Lien Term Debt, applies only to a portion of the net proceeds of the
issuance of such Senior Debt sufficient to prepay the Second Lien Term Debt in full, and 
 (ii) for purposes of
Section 9.02(j)(x), the change-of-control and asset-sale-tender-offer provisions described in the documents accompanying the Senior Debt Offering Notice Letter are customary. 

The foregoing waiver, determination and confirmation is granted to the extent and only to the extent specifically stated herein and for
no other purpose and shall not be deemed to be a consent or agreement to, or waiver or modification of, any other term or condition of the Credit Agreement, any other Loan Document or any of the documents referred to therein. Making the waiver,
determination and confirmation set forth herein does not and should not be construed to be an assurance or promise that determinations will be granted in the future. 
 Section 4. Conditions Precedent. This Eleventh Amendment shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with
Section 12.02) (the “Eleventh Amendment Effective Date”): 
 4.1 Eleventh Amendment. The
Administrative Agent shall have received multiple counterparts as requested of this Eleventh Amendment from the Borrower, each other Obligor and the Required Lenders. 

  
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 4.2 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 Eleventh Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the
Borrower (including, but not limited to the reasonable fees of Paul Hastings LLP). 
 4.3 No Default. No Default or Event
of Default shall be continuing as of the Eleventh Amendment Effective Date. 
 Section 5. Representations and
Warranties; Etc. Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this Eleventh Amendment, after giving effect to the terms of this Eleventh 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 Eleventh 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 Eleventh Amendment and to the transactions contemplated hereby, no Default exists or will exist under any Loan Document to which it is a party. 

Section 6. Miscellaneous. 
 6.1 Confirmation. The provisions of the Credit Agreement (as amended by this Eleventh Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of
this Eleventh Amendment. 
 6.2 Ratification and Affirmation of the Obligors. Each Obligor hereby expressly
(a) acknowledges the terms of this Eleventh 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 Eleventh 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 Eleventh Amendment. 
 6.3 Loan Document.
This Eleventh Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 

6.4 Severability. Any provision of this Eleventh Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 6.5 Successors and Assigns. This Eleventh Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

  
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 6.6 Counterparts. This Eleventh 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 Eleventh Amendment by
telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Eleventh Amendment. 
 6.7 No Oral Agreement. THIS WRITTEN ELEVENTH 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 SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

6.8 Governing Law. THIS ELEVENTH 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. 
 6.9 Release of Lenders. IN
CONSIDERATION OF THIS ELEVENTH 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 OTHER OBLIGOR, WHICH BORROWER, ANY OTHER
OBLIGOR, OR ANY SUBSIDIARY MAY HAVE OR WHICH MAY HEREAFTER ACCRUE
RELATED TO ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE ELEVENTH
AMENDMENT EFFECTIVE DATE AGAINST ANY RELEASED PARTY, FOR OR BY REASON
OF ANY MATTER, CAUSE OR THING WHATSOEVER OCCURRING ON OR PRIOR TO
THE ELEVENTH AMENDMENT EFFECTIVE DATE, WHICH RELATE TO, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY THE CREDIT AGREEMENT, ANY HEDGING 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 HEDGING AGREEMENT, ANY NOTES, THE NEGOTIATION OF ANY
OF THE CREDIT AGREEMENT, THE SWAP AGREEMENTS, THE NOTES, OR THE OTHER
LOAN DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION, ENFORCEMENT OR
SERVICING THEREOF. 
 [Signatures Begin on Next Page] 

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

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


  
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	ADMINISTRATIVE AGENT:	 	KEYBANK NATIONAL ASSOCIATION,
		 	as Administrative Agent and Lender
			
		 	By:	 	/s/ Paul J. Pace
		 		 	Paul J. Pace
		 		 	Senior Vice President


  
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	LENDERS:	 	ROYAL BANK OF CANADA
			
		 	By:	 	/s/ Don J. McKinnerney
		 	Name:	 	Don J. McKinnerney
		 	Title:	 	Authorized Signatory


  
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	M&T BANK
		
	By:	 	/s/ David J. Ladori
	Name:	 	David J. Ladori
	Title:	 	Vice President



  
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	CAPITAL ONE, NATIONAL ASSOCIATION.
		
	By:	 	/s/ Matthew L. Molero
	Name:	 	Matthew L. Molero
	Title:	 	Vice President



  
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	BANK OF MONTREAL
		
	By:	 	/s/ James V. Ducote
	Name:	 	James V. Ducote
	Title:	 	Director



  
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	UNION BANK, N.A.
		
	By:	 	/s/ Zachary Holly
	Name:	 	Zachary Holly
	Title:	 	Vice President



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Jonathan Herrick
	Name:	 	Jonathan Herrick
	Title:	 	Assistant Vice President



  
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	SUNTRUST BANK
		
	By:	 	/s/ Yann Pirio
	Name:	 	Yann Pirio
	Title:	 	Director



  
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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Daniel K. Hansen
	Name:	 	Daniel K. Hansen
	Title:	 	Vice President



  
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