Release of Lenders. IN CONSIDERATION OF THIS SECOND AMENDMENT AND, SUBJECT
TO THE CONDITIONS STATED HEREIN, THE BORROWER 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 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 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.
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/ Benjamin W. Hulburt
Name:
Benjamin W. Hulburt
Title:
Chief Executive Officer
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION,
as Administrative
Agent and Lender
By:
/s/ Todd Coker
Name:
Todd Coker
Title:
Assistant Vice President
Second Amendment
Signature Page - 5
LENDERS:
BNP PARIBAS
By:
/s/ Betsy Jocher
Name:
Betsy Jocher
Title:
Director
By:
/s/ Edward Pak
Name:
Edward Pak
Title:
Vice President
Second Amendment
Signature Page - 6
SOVEREIGN BANK By:
/s/ Robert D. Lanigan
Name:
Robert D. Lanigan Title:
Senior Vice President
Second Amendment
Signature Page - 7
ALLIED IRISH BANK By:
/s/ Mark K. Connelly
Name:
Mark K. Connelly Title:
Senior Vice President By:
/s/ Vaughn Buck
Name:
Vaughn Buck Title:
Executive Vice President
Second Amendment
Signature Page - 8
M&T BANK By:
/s/ David Ladori
Name:
David Ladori Title:
Assistant Vice President
Second Amendment
Signature Page - 9