THE STATE OF TEXAS.
5.6 Release of Lenders. IN CONSIDERATION OF THIS FIRST 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 FIRST AMENDMENT EFFECTIVE DATE
AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER OCCURRING ON OR PRIOR TO THE FIRST 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.
[Signatures Begin on Next Page]
Page 3
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed effective as of the First Amendment Effective Date.
BORROWER:
REX ENERGY CORPORATION
By:
/s/ Thomas C. Stabley
Thomas C. Stabley
Chief Executive Officer and
Chief Financial
Officer GUARANTORS:
REX ENERGY OPERATING CORP.
By:
/s/ Thomas C. Stabley
Thomas C. Stabley
Chief Executive Officer and
Chief Financial
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
Vice President
First Amendment
Signature Page
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION,
as Administrative
Agent and Lender
By:
/s/ Craig Hanselman
Name:
Craig Hanselman
Title:
Vice President
First Amendment
Signature Page
LENDERS:
WELLS FARGO BANK, N.A.
By:
/s/ Bryan M. McDavid
Name:
Bryan M. Mcdavid
Title:
Director
First Amendment
Signature Page
SUNTRUST BANK By:
/s/ Gregory C. Magnuson
Name:
Gregory C. Magnuson Title:
Vice President
First 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
First Amendment
Signature Page