EX-10.1



 Exhibit 10.1 

Execution Version 
 This
LIMITED WAIVER AND SECOND FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 16, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the
“Borrower”), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative
Agent”). 
 W I T N E S S E T H : 

WHEREAS, the Borrower, the lending and other financial institutions from time to time party thereto as lenders (collectively, the
“Lenders”), Macquarie Bank Limited (in its capacity as the issuer of Letters of Credit under the Credit Agreement, the “Issuing Bank”), and the Administrative Agent are parties to the Term Loan Credit Agreement,
dated as of April 28, 2017 (as amended, supplemented or otherwise modified, the “Credit Agreement”). 
 WHEREAS,
pursuant to the Credit Agreement, the Issuing Bank and the Lenders have made certain loans and other extensions of credit to the Borrower. 

WHEREAS, each of the Loan Parties hereby acknowledges and agrees that prior to the date hereof certain Defaults and Events of Default
identified on Schedule I hereto have occurred under the Credit Agreement and that after the date hereof certain Defaults and Events of Default identified on Schedule I hereto may occur under the Credit Agreement (such Defaults and
Events of Default, solely to the extent they exist or come to exist for the reasons described on Schedule I, the “Specified Events of Default”). 

WHEREAS, as a result of the occurrence of Specified Events of Default under the Credit Agreement, the Administrative Agent, the Issuing Bank
and the Lenders are entitled to exercise at any time their rights and remedies and to commence enforcement, litigation and collection actions under the Credit Agreement, the other Loan Documents and applicable law, including without limitation, to
terminate the Commitments, to set off funds and to declare to be immediately due and payable the principal amount of the Loans and Notes now outstanding, all accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar
amounts thereon and the other obligations of the Loan Parties accrued under the Credit Agreement, the Notes and the other Loan Documents (such rights, remedies and actions, collectively, other than the rights, remedies and actions contained in
Section 10.02(a)(i) of the Credit Agreement, “Enforcement Actions”), in each case in accordance with the Loan Documents and applicable law. 

WHEREAS, the Loan Parties, the Lenders and the Administrative Agent are party to the Forbearance Agreement, dated as of April 3, 2018
(the “First Forbearance Agreement”), pursuant to which the Lenders have agreed to forbear from taking Enforcement Actions. 

WHEREAS, the Forbearance Period under and as defined in the First Forbearance Agreement terminates on April 16, 2018. 

WHEREAS, the Borrower has requested that (x) the Administrative Agent and the Lenders agree to continue to forbear from taking any
Enforcement Actions to afford the Borrower an opportunity to pursue a potential financial restructuring and (y) the Lenders grant a limited waiver with respect to the Specified Events of Default solely to permit certain borrowings in order to
fully Cash Collateralize the LC Exposure. 
 WHEREAS, the Lenders hereto have agreed to such request, subject to the terms and provisions
set forth in this Agreement. 







 NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. DEFINITIONS. Unless
otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement. 
 SECTION 2. ACKNOWLEDGEMENTS. 

2.1 Amount of Obligations. 

(a) Each Loan Party acknowledges and agrees that (i) as of April 16, 2018, the Secured Obligations included, without
limitation, the amounts set forth on Schedule II attached hereto on account of the outstanding unpaid amount of principal of, accrued and unpaid interest on, and fees and commissions related to, the Loans and the aggregate principal balance
of the outstanding LC Exposure under the Credit Agreement and (ii) such Loan Party is indebted to the Lenders and the Administrative Agent for such Secured Obligations (including the LC Exposure) and all other Secured Obligations without
defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of all such Secured Obligations. 

(b) Each Loan Party acknowledges and agrees that, upon the payment, refinancing, substitution, replacement, or acceleration of
the Loans, including without limitation upon the automatic acceleration of the Loans pursuant to Section 10.02 upon the occurrence of an Event of Default pursuant to Section 10.01(i), the Call Protection Amount and the Yield Maintenance
Amount shall immediately become due and payable as provided in the Credit Agreement and shall constitute part of the Secured Obligations. Each Loan Party waives any defenses to the validity and enforceability of the Call Protection Amount and the
Yield Maintenance Amount. 
 2.2 Events of Default. Each Loan Party acknowledges and agrees that (a)(i) Specified Events of
Default exist, and will continue to exist, after the Forbearance Effective Date (as defined below) and (ii) no other Default or Event of Default has occurred and continues to exist as of the Forbearance Effective Date and (b) absent the
agreement of the Administrative Agent and the Lenders to forbear from taking Enforcement Actions as provided in this Agreement, the occurrence of the Specified Events of Default entitles the Administrative Agent and the Lenders to at any time take
one or more Enforcement Actions. 
 2.3 Collateral. Each Loan Party ratifies and reaffirms the validity and enforceability (without
defense, counterclaim or offset of any kind) of the Liens granted to secure the Secured Obligations by such Loan Party to the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Instruments to which such Loan Party is a
party. Each Loan Party acknowledges and agrees that all such Liens granted by such Loan Party continue to secure the Secured Obligations notwithstanding the occurrence of the Forbearance Effective Date. Each Loan Party hereby represents and warrants
to the Administrative Agent and the Lenders that, pursuant to the Security Instruments to which such Loan Party is a party, the Secured Obligations are secured by a first priority (subject to certain Liens permitted under Section 9.03 of the
Credit Agreement) Lien on all of such Loan Party’s assets to the extent required by the Security Instruments. 

  
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 SECTION 3. FORBEARANCE. 

3.1 Forbearance Period. 

(a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the
Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur
of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): 

 

	 	(i)	11:59 p.m. (New York City time) on April 23, 2018;  

  

	 	(ii)	the occurrence of a Default or Event of Default that is not a Specified Event of Default; 

  

	 	(iii)	the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of
Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii));


  

	 	(iv)	any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties
expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; 

  

	 	(v)	failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and
obligation), including without limitation, any provision of Section 4 below; and 

  

	 	(vi)	the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under
the Second Lien Indenture; 

 provided, that the Loan Parties agree and acknowledge that this Agreement shall not
constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the
right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the
Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. 

(b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified
Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party
pursuant to the Credit 

  
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 Agreement or any other Loan Document, including, without limitation, any and all limitations,
restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party or
any Affiliate of any of the foregoing and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of any Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the
Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the
Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured
Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of
the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or
extend any Letter of Credit. 
 3.2 Limited Waiver. This Agreement shall constitute a limited waiver of the Credit Agreement (the
“Limited Waiver”) solely for purposes of satisfying the conditions precedent set forth in Section 6.02 of the Credit Agreement and the requirements of Section 2.03(b) of the Credit Agreement (and for no other purposes) and
solely so as to permit the borrowing of $34,129,754.54 of Delayed Draw Loans (the “LC Cash Collateralization Draw”) to fully Cash Collateralize the LC Exposure. The proceeds of such borrowing may not be used for any other purpose
other than to Cash Collateralize the LC Exposure and such proceeds shall be funded directly into a segregated deposit account of the Borrower identified by the Administrative Agent and the Borrower subject to an account control agreement
satisfactory to the Administrative Agent and the Issuing Bank (such account, the “LC Cash Collateral Account”). The Loan Parties hereby acknowledge and agree that the proceeds of any Delayed Draw Loan constitute “cash
collateral” (as such term is defined in the Bankruptcy Code), which shall be held for the benefit of the Issuing Bank and the Lenders in accordance with Section 2.06(j) of the Credit Agreement. The Borrower hereby requests the Lenders to,
and the Lenders hereby agree to, fund on or prior to April 20, 2018 the LC Cash Collateralization Draw into the LC Cash Collateral Account (or, if such account is not yet then established, to do so upon establishment thereof). 

3.3 Limitation on Forbearance. Each Loan Party acknowledges and agrees that, notwithstanding the agreement of the Administrative Agent
and the Lenders to forbear from taking any Enforcement Actions during the Forbearance Period in respect of the Specified Events of Default, (i) other than the Limited Waiver as set forth in Section 3.2, such forbearance shall not
constitute a waiver of the occurrence or the continuance of any Event of Default (including the Specified Events of Default), and each such Event of Default which has occurred and is otherwise still continuing shall continue to exist during and
after the Forbearance Effective Date and (ii) nothing contained in this Agreement shall be construed to limit or affect the right of the Administrative Agent and the Lenders to bring or maintain during the Forbearance Period any action to
enforce or interpret any term or provision of this Agreement, the Second Lien Intercreditor Agreement or the Swap Intercreditor Agreement, or to file or record instruments of public record (or take other action) to perfect or further protect the
Liens and security interests granted by the Loan Parties to the Administrative Agent. 
 3.4 Enforcement Actions After Forbearance
Period. Each Loan Party acknowledges and agrees that, on the Forbearance Termination Date, the Forbearance Period shall automatically terminate and the Limited Waiver set forth herein and the agreement of the Lenders and the Administrative Agent
to forbear from taking any Enforcement Actions in respect of the Specified Events of Default shall immediately and automatically cease and be of no further force or effect, and the Administrative Agent and 

  
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the Lenders shall be entitled to immediately take any or all Enforcement Actions under (and in accordance with) the Credit Agreement, the other Loan Documents and applicable law, all without
further notice or demand, in respect of the Specified Events of Default or any other Event of Default then existing. Following the occurrence of the Forbearance Termination Date, the Administrative Agent and the Lenders shall have no obligation
whatsoever to extend the maturity of the Credit Agreement, waive any Events of Default, defer any payments, or further forbear from exercising their rights and remedies. 

SECTION 4. AGREEMENTS. To induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower agrees as follows:

 4.1 Payment of Fees and Expenses. Each of the Loan Parties hereby agrees to pay the reasonable and documented fees, charges and
disbursements of Simpson Thacher & Bartlett LLP and PJT Partners. 
 4.2 Cooperation. The Loan Parties and their advisors
shall reasonably cooperate in good faith with the Administrative Agent and its advisors regarding a potential restructuring of the Loan Parties’ financial obligations and shall provide updates and reasonably detailed information regarding such
potential restructuring and sale process (including copies of letters of intent, memorandum of understanding or draft term sheets subject to confidentiality restrictions existing as of the date hereof) and information regarding the operations,
business affairs and financial condition of any Loan Party as reasonably requested by the Administrative Agent or its advisors; provided, however, that the Loan Parties and their advisors will not be required to disclose, or permit the inspection or
discussion of, any document, information or other matter (i) that in their good faith judgment constitutes non-financial trade secrets or non-financial proprietary
information, (ii) in respect of which in their good faith judgment disclosure is prohibited by any Governmental Requirement or any binding agreement or (iii) that in their good faith judgment is subject to attorney client or similar
privilege or constitutes attorney work product; provided that if the Loan Parties are restricted from sharing documents or information as a result of existing confidentiality agreements, the Loan Parties shall use good faith efforts to
(x) amend such restrictions or (y) get the consent of the applicable parties, in each case, to share such documents or information with the Administrative Agent and its advisors. 

4.3 Reporting; Notices. In addition to the requirements set forth in the Credit Agreement, the Loan Parties shall provide the following
reporting and notices to the Administrative Agent:  
 (a) (i) on Friday of each calendar week, commencing on
April 6, 2018, an updated Cash Flow Projection (as defined in the First Forbearance Agreement) for the 13-week period commencing on the immediately succeeding Monday, in a form consistent with the initial
Cash Flow Projections, and (ii) so long as this Agreement remains in effect, on Friday of each calendar week, commencing on April 13, 2018, a reconciliation report and a variance report
with respect to the most recently delivered Cash Flow Projection, which shall (x) compare the actual cash receipts and disbursements projected in the most recently delivered Cash Flow Projection for such period, (y) indicate the percentage
variance, if any, of actual results of aggregate cash receipts and aggregate cash disbursements versus projections therefor for such period, together with an explanation for such variance, and (z) be in a form reasonably satisfactory to the
Administrative Agent and its financial advisor; 
 (b) the Borrower shall provide written notice to the Administrative Agent
(a “Junior Priority Payment Notice”) no later than five (5) Business Days prior to any repurchase, redemption, repayment, prepayment, defeasance, interest payment or other payment of indebtedness or payments on account of such
indebtedness (including the payment of any Interest Payment or consent or amendment fees) with respect to, or to the holders of, the Second Lien Notes or Unsecured Senior Notes (a “Junior Priority Payment”), which Junior Priority
Payment Notice shall specify the nature, amount and timing of such payment; 

  
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 (c) the Borrower shall provide to the Administrative Agent prompt written notice
of, or the threat in writing to the Borrower or any other Loan Party of, any action, suit, proceeding, exercise of remedies or notice of acceleration commenced against the Borrower, any other Loan Party or any of its or their officers or directors
by or on behalf of the Second Lien Agent or any holder of Second Lien Notes; 
 (d) the Borrower shall not, and shall not
permit any of its Subsidiaries to, make any Restricted Payments in respect of the Series A Preferred Stock; 
 (e) the
Borrower shall provide written notice promptly upon receipt by the Borrower or any of its Subsidiaries of a material demand by any creditor, guarantor, vendor, operator, surety provider or supplier (including oil and gas gathering, processing and
transportation providers) to post additional collateral or provide additional credit support with respect to such entities’ services, goods or obligations; and 

(f) the Borrower shall no later than April 18, 2018 commence delivery of drafts of customary “first day” motions
with respect to a potential chapter 11 bankruptcy filing. 
 SECTION 5. CONDITIONS PRECEDENT.  

5.1 Forbearance Effective Date. This Agreement shall become effective as of the date first set forth above (the “Forbearance
Effective Date”) on the first date on which all of the following conditions have been satisfied or waived by the Administrative Agent and the Majority Lenders: 

(a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Agreement duly executed by
(a) the Borrower and the Guarantors and (b) the Majority Lenders. 
 (b) First Forbearance Agreement. No
Forbearance Termination Event under and as defined in the First Forbearance Agreement shall have occurred prior to the date hereof, other than a Forbearance Termination Event under Section 3.1(a)(i) of the First Forbearance Agreement. 

(c) No Default. Upon giving effect to this Agreement, there shall be no Default or Event of Default (other than the
Specified Events of Default). 
 (d) Representations and Warranties. As of the Forbearance Effective Date, the
representations and warranties contained in this Agreement, the Credit Agreement and in each other Loan Document (other than with respect to Specified Events of Default) shall be true and correct in all material respects (or in any respect to the
extent such representation or warranty is qualified by materiality) on and as of the Forbearance Effective Date as if made on and as of the Forbearance Effective Date, except to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in any respect to the extent such representation or warranty is qualified by materiality) on and as of such earlier
date. 

  
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 (e) Administrative Agent Fees and Expenses. The Borrower shall have paid
all reasonable fees and accrued expenses of the Administrative Agent, including, without limitation, the reasonable fees and expenses of Simpson Thacher & Bartlett LLP, invoiced to the Borrower in reasonable detail at least one
(1) business day prior to the date hereof. 
 SECTION 6. REPRESENTATIONS AND WARRANTIES. In order to induce the Administrative
Agent and the Lenders party hereto to enter into this Agreement, the Loan Parties hereby represent and warrant to the Administrative Agent and the Lenders that: 

(a) each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to execute, deliver and perform this Agreement; 
 (b) the
representations and warranties of each Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Forbearance Effective Date (except with respect to the Specified Events
of Default) as if made on and as of the Forbearance Effective Date, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects
as of such earlier date; 
 (c) each Loan Party has granted to the Administrative Agent Liens on and security interests in
all of such Loan Party’s assets to the extent required by the Loan Documents; 
 (d) the execution, delivery, and
performance by each Loan Party of this Agreement, (i) have been duly authorized by all necessary corporate or limited liability company and, if required, stockholder or member action on the part of such Loan Party, (ii) does not and will
not violate any applicable law or regulation applicable to such Loan Party or the charter, limited liability company agreement, by-laws or other organizational documents of such Loan Party or any order of any
Governmental Authority, (iii) does not require any consent or approval of, registration or filing with (other than any disclosure filing), or any other action by, any Governmental Authority, except as have been made or obtained or made and are
in full force; 
 (e) this Agreement constitutes the legal, valid and binding obligation of each Loan Party, enforceable
against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law; and 
 (f) attached hereto as Exhibit A is a true and complete
list (with recent balance statements) of all Deposit Accounts of the Borrower and each Subsidiary, other than the LC Cash Collateral Account. 

SECTION 7. CONTINUING EFFECT. The Credit Agreement shall continue to be and shall remain in full force and effect in accordance with
its terms. This Agreement shall not constitute an amendment, waiver or modification of any provision of the Credit Agreement except as expressly referred to herein and shall not be construed as an amendment, waiver or modification of any action on
the part of the Borrower or the other Loan Parties that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein, or be construed to indicate the willingness of the Administrative
Agent or the Lenders to further waive any provision of the Credit Agreement waived hereby for any other period, circumstance or event. This Agreement is a Loan Document. 

  
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 SECTION 8. CONSENT OF GUARANTORS. Each of the Guarantors hereby consents to this
Agreement, and to the amendments and modifications to the Credit Agreement pursuant hereto. 
 SECTION 9. RELEASE. Each of the Loan
Parties (on behalf of itself and its Affiliates) and its successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of,
through or under any of the Loan Parties, for its past, present and future employees, agents, representatives, officers, directors, shareholders, and trustees (each, a “Releasing Party” and collectively, the “Releasing
Parties”), does hereby release and discharge, and shall be deemed to have forever released and discharged, the Administrative Agent, the Issuing Bank and each other Lender, and the Administrative Agent’s, the Issuing Bank’s and
each other Lender’s respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, affiliates, shareholders,
trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing
Party, or any of them (collectively hereinafter the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account
of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, interest or other carrying costs, penalties, legal,
accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for
avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual
or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties in their capacities as such
under any of the Loan Documents or Security Instruments, whether held in a personal or representative capacity, solely to the extent based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and
including (but not after) the date hereof in any way, directly or indirectly arising out of, connected with or relating to any of this Agreement, the Loan Documents or Security Instruments and the transactions contemplated hereby or thereby, or any
other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”). Each Releasing Party further
stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of
common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 9. 
 SECTION 10.
GOVERNING LAW. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 12. SUCCESSORS AND
ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent, and the Lenders, and each of their respective successors and assigns, and shall not inure to the benefit of any
third parties. The execution and delivery of this Agreement by any Lender prior to the Forbearance Effective Date shall be binding upon its successors and assigns and shall be effective as to any Loans or Commitments assigned to it after such
execution and delivery. 

  
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 SECTION 13. NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the
sole protection and benefit of the parties hereto and no other person or entity shall have any right of action hereon, right to claim any right or benefit from the terms contained herein, or be deemed a third party beneficiary hereunder. 

SECTION 14. REVIEW AND CONSTRUCTION OF DOCUMENTS. Each party hereto hereby acknowledges, and represents and warrants to the other
parties hereto, that: 
 (a) it has had the opportunity to consult with legal counsel of its own choice and has been afforded
an opportunity to review this Agreement with legal counsel; 
 (b) it has carefully reviewed this Agreement and fully
understands all terms and provisions of this Agreement; 
 (c) it has freely, voluntarily, knowingly, and intelligently
entered into this Agreement of its own free will and volition; 
 (d) none of the Administrative Agent or the Lenders have a
fiduciary relationship with any of the Loan Parties and the Loan Parties do not have a fiduciary relationship with the Administrative Agent or Lenders, and the relationship between the Administrative Agent and the Lenders, on the one hand, and the
Loan Parties, on the other hand, is solely that of creditor and debtor; and 
 (e) no joint venture exists among the Loan
Parties, the Administrative Agent and the Lenders. 
 SECTION 15. Notices. All notices and requests in connection with this Agreement
or the Credit Agreement (notwithstanding Section 12.01 thereof) to the Borrower or the Administrative Agent or the Collateral Agent shall be sufficiently given or made if given or made in writing via hand delivery, overnight courier, U.S. Mail
(postage prepaid) or email, and addressed as follows: 
  

							
		 		 	If to the Borrower:	  	 Rex Energy Corporation
 366 Walker Drive

State College, PA 16801
 Attn: Tom Stabley

Tel: 814.278.7267
 Email: tstabley@rexenergycorp.com

				
		 		 		  	 with a copy to:
  

Jones Day
 250 Vesey Street

New York, NY 10281-1047
 Attn: Scott J. Greenberg

Tel: 212.326.3939
 Email:
sgreenberg@jonesday.com



  
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		 		 	If to the Administrative Agent or the Collateral Agent:	  	 Angelo, Gordon Energy Servicer, LLC, as

Administrative Agent and Collateral Agent
 c/o Cortland Capital
Market Services LLC
 225 W. Washington St. 21st Floor
 Chicago,
Illinois 60606
 Attn: Agency Services – Angelo, Gordon

and Legal Department
 Email:
AngeloGordonAgency@cortlandglobal.com
  
 and

 
 legal@cortlandglobal.com

Tele: 312-564-5078

Fax: 312-376-0751

 
 with a copy to:

 
 AG Energy Funding, LLC

245 Park Ave
 26th Floor

NYC, NY 10167
 Attn: Scott McMurtry

Email: smcmurtry@angelogordon.com;
  

and a copy to:
  

Nicholas Baker
 Simpson Thacher & Bartlett LLP

425 Lexington Avenue
 New York, NY 10017

Tel: 212.455.2032
 nbaker@stblaw.com


 SECTION 16. ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO REGARDING THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ FORBEARANCE WITH RESPECT TO THEIR RIGHTS AND REMEDIES WHICH MAY ARISE AS A RESULT OF THE SPECIFIED EVENTS OF DEFAULT AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSION OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the Borrower, the Administrative Agent and the Lenders constituting the Majority
Lenders under the Credit Agreement. 
 SECTION 17. SEVERABILITY. Any provision of this Agreement that 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 portions hereof or affecting the validity or enforceability of such provision in any other
jurisdiction. 

  
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 SECTION 18. COUNTERPARTS. This Agreement may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. An executed signature page of this Agreement may be delivered by facsimile transmission or electronic PDF of the
relevant signature page hereof. 
 SECTION 19. FURTHER ASSURANCES. The Loan Parties agree to execute, acknowledge, deliver, file and
record such further certificates, instruments and documents, and to do all other acts and things, as may be reasonably requested by the Administrative Agent and necessary or advisable to carry out the intents and purposes of this Agreement. 

SECTION 20. HEADINGS. Section headings used in this Agreement are for convenience of reference only, are not part of this Agreement and
are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by
their duly authorized officers as of the date first written above. 
  

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

	Name:	 	 Thomas C. Stabley

	Title:	 	 President and CEO

	
	GUARANTORS:
	
	REX ENERGY I, LLC
		
	By:	 	 /s/ Thomas C. Stabley

	Name:	 	 Thomas C. Stabley

	Title:	 	 President and CEO

	
	REX ENERGY OPERATING CORP.
		
	By:	 	 /s/ Thomas C. Stabley

	Name:	 	 Thomas C. Stabley

	Title:	 	 President and CEO

	
	PENNTEX RESOURCES ILLINOIS, INC.
		
	By:	 	 /s/ Thomas C. Stabley

	Name:	 	Thomas C. Stabley
	Title:	 	 President and CEO

	
	REX ENERGY IV, LLC
		
	By:	 	 /s/ Thomas C. Stabley

	Name:	 	Thomas C. Stabley
	Title:	 	 President and CEO

	
	R.E. GAS DEVELOPMENT, LLC
		
	By:	 	 /s/ Thomas C. Stabley

	Name:	 	Thomas C. Stabley
	Title:	 	President and CEO


 [Rex Energy Corporation - Limited Waiver and Second Forbearance Agreement] 







 
			
	ANGELO, GORDON ENERGY SERVICER, LLC,
	as Administrative Agent, Collateral Agent and Lender
		
	By:	 	 /s/ Todd Dittman

	Name:	 	 Todd Dittman

	Title:	 	 Authorized person




  
 [Signature Page to
Forbearance Agreement] 








 
			
	MSD CREDIT OPPORTUNITY FUND, L.P.,
	Lender
		
	By:	 	 /s/ Kenneth Gerold

	Name:	 	Kenneth Gerold
	Title:	 	Authorized Signatory


 [Signature Page to Forbearance Agreement] 







 
			
	AB ENERGY OPPORTUNITY FUND, L.P.,
	Lender
		
	By:	 	 /s/ Petter Stensland

	Name:	 	Petter Stensland
	Title:	 	Co-Chief Investment Officer


 [Signature Page to Forbearance Agreement] 







 
			
	AB ENERGY OPPORTUNITY FUND, L.P.,
	Lender
		
	By:	 	 /s/ Daniel Posner

	Name:	 	Daniel Posner
	Title:	 	Co-Chief Investment Officer


 [Signature Page to Forbearance Agreement] 







 
			
	AB Private Credit Investors Middle Market
Direct Lending Fund, L.P.
	By: AB Private Credit Investors Middle Market Direct Lending Fund G.P. L.P., its General Partner
		
	By:	 	 /s/ Kevin Alexander

	Name:	 	Kevin Alexander
	Title:	 	Vice President


 [Signature Page to Forbearance Agreement] 







 
			
	CANYON DISTRESSED OPPORTUNITY MASTER FUND II, L.P.,
	Lender
		
	By:	 	 Canyon Capital Advisors LLC,
 its Investment
Advisor

		
	By:	 	 /s/ John P. Plaga

	Name:	 	John P. Plaga
	Title:	 	Authorized Signatory


 [Signature Page to Forbearance Agreement] 







 
			
	CANYON DISTRESSED OPPORTUNITY INVESTING FUND II, L.P.,
	Lender
		
	By:	 	 Canyon Capital Advisors LLC,
 its Investment
Advisor

		
	By:	 	 /s/ John P. Plaga

	Name:	 	John P. Plaga
	Title:	 	Authorized Signatory


 [Signature Page to Forbearance Agreement] 







 
			
	CANYON NZ-DOF INVESTING, L.P.,
	Lender
		
	By:	 	 Canyon Capital Advisors LLC,
 its Investment
Advisor

		
	By:	 	 /s/ John P. Plaga

	Name:	 	John P. Plaga
	Title:	 	Authorized Signatory


 [Signature Page to Forbearance Agreement] 







 
			
	CANYON VALUE REALIZATION FUND, L.P.,
	Lender
		
	By:	 	 Canyon Capital Advisors LLC,
 its Investment
Advisor

		
	By:	 	 /s/ John P. Plaga

	Name:	 	John P. Plaga
	Title:	 	Authorized Signatory


 [Signature Page to Forbearance Agreement] 







 
			
	TAO Talents LLC,
	Lender
		
	By:	 	 /s/ Steven S. Pluss

	Name:	 	Steven S. Pluss
	Title:	 	Vice President


 [Signature Page to Forbearance Agreement] 







 
			
	TPG Specialty Lending, Inc.,
	Lender
		
	By:	 	 /s/ Robert (“Bo”) Stanley

	Name:	 	Robert (“Bo”) Stanley
	Title:	 	President


 [Signature Page to Forbearance Agreement] 







 Schedule I 

SPECIFIED EVENTS OF DEFAULT 

1. The Borrower failed to timely deliver (i) its quarterly financial statements for the quarter ended December 31, 2017 on or before
February 14, 2018 as required by Section 8.01(b) of the Credit Agreement and (ii) the related certificates required under Sections 8.01(c) and (e) of the Credit Agreement, the failure of which resulted in Defaults (the
“Financial Statement Default”). The quarterly financial statements for the quarter ended December 31, 2017 were delivered on March 22, 2018 but the related certificates have not been delivered, which failure will become an
Event of Default under Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period stated therein. 
 2. Subsequent
to the Financial Statement Default, on February 26, 2018, the Borrower presented a certificate to request a Delayed Draw Loan. In such certificate, the Borrower represented and warranted that no Defaults or Events of Default existed, and that
as of such date all representations and warranties in the Credit Agreement were true and correct, which resulted in an Event of Default under Section 10.01(c) of the Credit Agreement (the “Borrowing Certificate Event of
Default”). 
 3. The Borrower failed to provide the Administrative Agent prompt written notice of the Financial Statement Default or
the Borrowing Certificate Event of Default which resulted in an Event of Default under Section 10.01(d) of the Credit Agreement. 
 4.
The Borrower has not paid the approximately $23,504,242.44 in cash interest due April 1, 2018 (the “Interest Payment”) with respect to the Second Lien Notes and may fail to timely deliver financials or comply with other
reporting obligations under the Second Lien Indenture, which constitutes an Event of Default under Section 10.01(f) of the Credit Agreement. 

5. The Borrower’s annual audited financial statements for the fiscal year ending December 31, 2017 delivered under
Section 8.01(a) of the Credit Agreement include a “going concern” qualification not permitted under such section, which qualification constitutes a Default, and which Default will become an Event of Default under
Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period specified therein. 
 6. As a result of or in connection
with the foregoing Specified Events of Default, termination events and/or Events of Default may occur under one or more Swap Agreements, which may result in a Default under Section 8.20 of the Credit Agreement and an Event of Default under
Section 10.01(e)(i) of the Credit Agreement. 
 7. The Borrower has failed to be in compliance with Section 8.19 of the Credit
Agreement, which failure(s) may result in an Event of Default under Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period stated therein. 

8. The Borrower may fail to provide prompt written notice of any of the other Specified Events of Default, which failure would be an Event of
Default under Section 10.01(d) of the Credit Agreement. 







 Schedule II 

AMOUNT OF SECURED OBLIGATIONS1 

 

					
	 Loans
	  	$	221,000,000.00	 
	 Accrued and Unpaid Interest on Loans
	  	$	2,425,628.47	 
	 Accrued and Unpaid Fees and Commissions
	  	$	170,236.65	 
	 LC Exposure
	  	$	31,986,649.05	 

  

	1 	Amounts do not reflect other Secured Obligations that may now or hereafter be due and owing, including the Yield Maintenance Amount or Call Protection Amount as
acknowledged and agreed by the Loan Parties pursuant to Section 2.1(b) of this Agreement. 








 Exhibit A 

Deposit Accounts 
  

									
	 Account Name
	  	Account Number	 	  	Balance	 
	 REX ENERGY OPERATING CORPORATION
	  	 	XXXXXXXX9171	 	  	$	2,503.57	 
	 REX ENERGY OPERATING CORP.
	  	 	XXXXXX2717	 	  	$	40,021.26	 
	 R.E. GAS DEVELOPMENT, LLC
	  	 	XXXXXXXX9126	 	  	$	0.00	 
	 REX ENERGY CORPORATION
	  	 	XXXXXXXX9139	 	  	$	2,503.57	 
	 REX ENERGY I, LLC
	  	 	XXXXXXXX9142	 	  	$	0.00	 
	 REX ENERGY OPERATING CORPORATION
	  	 	XXXXXXXX9155	 	  	$	14,727,408.88	 
	 REX ENERGY OPERATING CORPORATION
	  	 	XXXXXXXX9168	 	  	$	11,917.24