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 SEVENTH 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 SEVENTH 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 SEVENTH AMENDMENT EFFECTIVE DATE
AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER OCCURRING ON OR PRIOR TO THE SEVENTH 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]
Page 3
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be
duly executed effective as of the Seventh Amendment Effective Date.
BORROWER:
REX ENERGY CORPORATION
By:
Thomas C. Stabley
Chief Financial Officer GUARANTORS:
R.E. GAS
DEVELOPMENT, LLC
By:
Thomas C. Stabley
Vice President
REX ENERGY I, LLC
REX ENERGY
OPERATING CORP.
PENNTEX RESOURCES ILLINOIS, INC.
REX ENERGY IV, LLC
By:
Thomas C. Stabley
Vice President
Seventh Amendment
Signature Page
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
and Lender
By:
Name:
David Morris
Title:
Vice President
Seventh Amendment
Signature Page
LENDERS:
ROYAL BANK OF CANADA
By:
Name:
Title:
Seventh Amendment
Signature Page
M&T BANK
By:
Name:
Title:
Seventh Amendment
Signature Page
CAPITAL ONE, N.A.
By:
Name:
Title:
Seventh Amendment
Signature Page
BANK OF MONTREAL
By:
Name:
Title:
Seventh Amendment
Signature Page
UNION BANK, N.A.
By:
Name:
Title:
Seventh Amendment
Signature Page
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
Seventh Amendment
Signature Page
SUNTRUST BANK
By:
Name:
Title:
Seventh Amendment
Signature Page