EX-10.61



 Exhibit 10.61 

 
  

 
 THIRD
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
NOVEMBER 12, 2012 
  
  

 







 THIRD AMENDMENT TO SECOND
LIEN CREDIT AGREEMENT 
 This THIRD AMENDMENT
TO SECOND LIEN CREDIT AGREEMENT (this “Third 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 Second Lien Credit Agreement dated as of
December 22, 2011, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of May 7, 2012 and as amended by that certain Second Amendment to Credit Agreement dated as of September 4, 2012 (as so amended,
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 Second Lien 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 9.01(b) 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 Third Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all article and section
references in this Third Amendment refer to articles and sections of the Credit Agreement. 
 Section 2. Amendment to
Credit Agreement. 
 2.1 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. Conditions Precedent. This Third 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 “Third Amendment Effective Date”): 
 3.1 Third Amendment. The Administrative Agent shall have received multiple counterparts as requested of this Third Amendment from the Borrower, each other Obligor and the Majority Lenders.

 3.2 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 Third 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 Jones Day). 
 3.3 No Default. No Default or Event of Default shall be continuing as of the Third
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 Third Amendment, after giving effect to the terms of this Third 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 Third 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 Third Amendment and
to the transactions contemplated hereby, no Default exists or will exist under any Loan Document to which it is a party. 

Section 5. Miscellaneous. 
 5.1 Confirmation. The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this
Third Amendment. 
 5.2 Ratification and Affirmation of the Obligors. Each Obligor hereby expressly (a) acknowledges
the terms of this Third 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 Third 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 Third Amendment. 
 5.3 Loan Document. This Third 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. 

  
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 5.4 Severability. Any provision of this Third 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. 
 5.5 Successors and
Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 5.6 Counterparts. This Third 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 Third Amendment by telecopy, facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Third
Amendment. 
 5.7 No Oral Agreement. THIS WRITTEN THIRD
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 UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. 
 5.8 Governing Law.
THIS THIRD 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. 
 5.9 Release of Lenders. IN CONSIDERATION OF THIS THIRD 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 THIRD AMENDMENT EFFECTIVE DATE AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR
THING WHATSOEVER OCCURRING ON OR PRIOR TO THE THIRD 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 

  
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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.  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed
effective as of the Third 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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Amendment 
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	ADMINISTRATIVE AGENT:	 	KEYBANK NATIONAL ASSOCIATION,
		 	as Administrative Agent and Lender
			
		 	By:	 	/s/ Paul J. Pace
		 	Name:	 	Paul J. Pace
		 	Title:	 	Senior Vice President


  
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Amendment 
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	LENDERS:	 	WELLS FARGO BANK, N.A.
			
		 	By:	 	/s/ Bryan M. McDavid
		 	Name:	 	Bryan M. McDavid
		 	Title:	 	Director


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



  
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Amendment 
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	UNIONBANCAL EQUITIES, INC.
		
	By:	 	/s/ Margaret Elower
	Name:	 	Margaret Elower
	Title:	 	Vice President



  
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Amendment 
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