and their respective successors and
assigns.
Page 3
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]
Page 4
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