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 SECOND 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 SECOND AMENDMENT
EFFECTIVE DATE AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING WHATSOEVER OCCURRING ON OR PRIOR TO THE SECOND 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.
Page 3
[Signatures Begin on Next Page]
Page 4
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed effective as of the Second 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
Second Amendment
Signature Page
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION,
as Administrative
Agent and Lender
By:
/s/ Chulley Bogle
Name:
Chulley Bogle
Title:
Vice President
Second Amendment
Signature Page
LENDERS:
WELLS FARGO BANK, N.A.
By:
/s/ Suzanne Ridenhour
Name:
Suzanne Ridenhour
Title:
Vice President
Second Amendment
Signature Page
SUNTRUST BANK By:
/s/ Yann Pirio
Name:
Yann Pirio Title:
Director
Second 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
Second Amendment
Signature Page