REGISTRATION RIGHTS AGREEMENT by Rex Energy Corporation and the Guarantors party hereto for the benefit of the Holders of Rex Energy Corporation’sRegistration Rights Agreement • March 31st, 2016 • Rex Energy Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2016, by Rex Energy Corporation, a Delaware corporation (the “Company”), and the entities listed on the signature page hereof under the heading “Guarantors” (collectively, the “Guarantors”) for the benefit of the holders of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Initial Notes”) which are fully and unconditionally guaranteed by the Guarantors (such guarantees, together with the Initial Notes, being the “Initial Securities”) and are being issued in exchange for (i) shares of the Company’s common stock and (ii) certain of the Company’s outstanding 8.875% Senior Notes due 2020 and 6.25% Senior Notes due 2022 (the “Existing Notes”), which are fully and unconditionally guaranteed by the Guarantors (such guarantees, together with the Existing Notes, being the “Existing Securities”).
CREDIT AGREEMENT DATED AS OF OCTOBER 2, 2006 AMONG REX ENERGY IV, LLC, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • September 5th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of October 2, 2006 is among: Rex Energy IV, LLC a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; KeyBank National Association (in its individual capacity, “KeyBank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Rex Energy Corporation as Issuer the Subsidiary Guarantors named herein and Wilmington Trust, National Association as Trustee Indenture Dated as of December 12, 2012 8.875% Senior Notes Due 2020Indenture • December 12th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of DECEMBER 12, 2012, between REX ENERGY CORPORATION, a DELAWARE corporation, as the Company, the Subsidiary Guarantors named on the signature page hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee.
Rex Energy Corporation as Issuer the Subsidiary Guarantors named herein and Wilmington Trust, National Association as Trustee Indenture Dated as of July 17, 2014 6.250% Senior Notes Due 2022Supplemental Indenture • July 17th, 2014 • Rex Energy Corp • Crude petroleum & natural gas • New York
THIS INDENTURE, dated as of July 17, 2014, is between and among REX ENERGY CORPORATION, a Delaware corporation, as the Company, the Subsidiary Guarantors named on the signature page hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee.
Rex Energy Corporation, as Issuer the Subsidiary Guarantors named herein and Wilmington Savings Fund Society, FSB, as Trustee Indenture Dated as of March 31, 2016 1.00%/8.00% Senior Secured Second Lien Notes Due 2020Supplemental Indenture • March 31st, 2016 • Rex Energy Corp • Crude petroleum & natural gas • New York
THIS INDENTURE, dated as of March 31, 2016, is between and among REX ENERGY CORPORATION, a Delaware corporation, as the Company, the Subsidiary Guarantors named on the signature page hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee.
Credit Agreement Dated as of September 28, 2007 among Rex Energy Corporation, as Borrower, KeyBank National Association, as Administrative Agent, BNP Paribas, as Syndication Agent, Sovereign Bank, as Documentation Agent, and The Lenders Party Hereto...Credit Agreement • October 3rd, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of September 28, 2007 is among: Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; KeyBank National Association (in its individual capacity, “KeyBank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BNP Paribas, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and Sovereign Bank, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between William L. Ottaviani (the “Executive”) and Rex Energy Operating Corp., a Delaware corporation (the “Company”), is made and entered into this 1st day of August, 2008 (the “Effective Date”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 27, 2013 AMONG REX ENERGY CORPORATION, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, ROYAL BANK OF CANADA, AS SYNDICATION AGENT, SUNTRUST BANK, AS DOCUMENTATION AGENT, AND...Credit Agreement • May 9th, 2013 • Rex Energy Corp • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2013 is among: Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; KeyBank National Association (in its individual capacity, “KeyBank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Royal Bank of Canada, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and SunTrust Bank, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2013 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among Thomas C. Stabley (the “Executive”), Rex Energy Corporation (“Rex Energy”) and Rex Energy Operating Corp. (“Rex Operating”) is made and entered into this 13th day of December, 2013 (the “Effective Date”).
GUARANTY AND COLLATERAL AGREEMENT dated as of September 28, 2007 made by REX ENERGY CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of KEYBANK NATIONAL ASSOCIATION, as Administrative AgentGuaranty and Collateral Agreement • October 3rd, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Texas
This GUARANTY AND COLLATERAL AGREEMENT, dated as of September 28, 2007, is made by Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), Rex Energy I, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Rex Energy I”), Rex Energy Operating Corp., a corporation duly formed and existing under the laws of the State of Delaware (“Rex Energy Operating”), Penn Tex Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (“Penn Tex Energy”), PennTex Resources Illinois, Inc., a corporation duly formed and existing under the laws of the State of Delaware (“PennTex Resources Illinois”), Rex Energy IV, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Rex Energy IV”) and PennTex Resources, L.P., a limited partnership duly formed and existing under the laws of the State of Texas (“Penn Tex Resources”
REX ENERGY CORPORATION Purchase AgreementRex Energy Corp • July 17th, 2014 • Crude petroleum & natural gas • New York
Rex Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $325,000,000 aggregate principal amount of its 6.25% Senior Notes due 2022 (the “Notes”), which will be unconditionally guaranteed on a senior unsecured basis as to principal, premium, if any, and interest (the “Guarantees” and, together with the Notes, the “Securities”) by the subsidiaries of the Company listed in Schedule 2 hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Company and the Guarantors are referred to collectively as the “Rex Parties.” The Guarantors, together with R.E. Ventures Holdings, LLC, a Delaware limited liability company, R.E. Disposal, LLC, a Delaware limited liability company, Rex Energy Marketing, LLC, a Delaware limited liability company, Water Solutions Holdings, LLC, a Delaware limited li
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • May 26th, 2015 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 1st day of June, 2015 (the “Agreement”), between REX ENERGY CORPORATION, a Delaware corporation with an address at 366 Walker Drive, State College, Pennsylvania 16801 (the “Company”), and JACK N. AYDIN (“Director”).
AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2012, among KEYSTONE MIDSTREAM SERVICES, LLC, as the Company, R.E. GAS DEVELOPMENT, LLC, STONEHENGE ENERGY RESOURCES, L.P., and SUMMIT DISCOVERY RESOURCES II, LLC, as the Holders, MARKWEST LIBERTY...Agreement and Plan of Merger • August 9th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2012 (this “Agreement”), is entered into by and among KEYSTONE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (the “Company”), R.E. GAS DEVELOPMENT, LLC, a Delaware limited liability company (“Rex”), STONEHENGE ENERGY RESOURCES, L.P., a Delaware limited partnership (“Stonehenge”), and SUMMIT DISCOVERY RESOURCES II, LLC, a Delaware limited liability company (“Summit,” and together with Rex and Stonehenge, the “Holders”), MARKWEST LIBERTY MIDSTREAM & RESOURCES, L.L.C., a Delaware limited liability company (“Parent”), MARKWEST LIBERTY BLUESTONE, L.L.C., a Delaware limited liability company (“Merger Subsidiary”), and KMS SHAREHOLDER REPRESENTATIVE, LLC, a Delaware limited liability company, in its capacity as Holder Representative (as hereinafter defined).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 19th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 17th day of October, 2007 (the “Agreement”), between REX ENERGY CORPORATION, a Delaware corporation with an address at 1975 Waddle Road, State College, Pennsylvania 16803 (the "Company"), and JOHN W. HIGBEE ("Director").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF L & B AIR LLCLimited Liability Company Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into as of the 21st day of June, 2007, by and among those persons who have executed this Agreement, and whose names and addresses are set forth in Schedule I, as Members.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • May 18th, 2018 • Rex Energy Corp • Crude petroleum & natural gas • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits attached hereto and incorporated herein, this “Agreement”) is made and entered into as of May 18, 2018, by and among the following: (i) Rex Energy Corporation (“Rex”), a company incorporated in the State of Delaware, and each of the undersigned direct and indirect subsidiaries of Rex (collectively, with Rex, the “Company” or the “Debtors”, and each individually, a “Debtor”); (ii) the undersigned persons listed on Exhibit A hereto (the “Consenting Noteholders”) who are beneficial owners of and/or the investment manager of the beneficial owners of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (collectively, such notes, the “Second Lien Notes”) issued under that certain Indenture, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien No
REX ENERGY CORPORATION STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • March 31st, 2008 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “Award Agreement”) is effective (the “Grant Date”), between Rex Energy Corporation, a Delaware corporation (the “Company”), and (the “Employee”).
REX ENERGY CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 31st, 2008 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is effective (the “Grant Date”), between Rex Energy Corporation, a Delaware corporation (the “Company”), and (the “Director”).
REX ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2012 • Rex Energy Corp • Crude petroleum & natural gas • New York
Rex Energy Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell an aggregate of 7,000,000 shares (the “Firm Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom KeyBanc Capital Markets, Inc. (“you” or “KBCM”) is acting as representative.
SETTLEMENT AGREEMENTSettlement Agreement • August 5th, 2011 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
WHEREAS the parties have entered into a Settlement Agreement dated as of May 13, 2011, a copy of which is attached hereto as Exhibit 1;
REX ENERGY CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 15th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is effective as of December 14, 2011 (the “Grant Date”) between Rex Energy Corporation, a Delaware corporation (the “Company”) and Name (the “Recipient”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KEYSTONE MIDSTREAM SERVICES, LLCLimited Liability Company Agreement • October 6th, 2010 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KEYSTONE MIDSTREAM SERVICES, LLC (this “First Amendment”), dated as of September 30, 2010 (the “Effective Date”), is by and among, KEYSTONE MIDSTREAM SERVICES, LLC, a Delaware limited liability company having offices at 11400 Westmoor Circle, Suite 325, Westminster, Colorado 80021 (the “Company”), R.E. GAS DEVELOPMENT, LLC, a Delaware limited liability company having offices at 476 Rolling Ridge Drive, Suite 300, State College, Pennsylvania 16801 (“R.E. Gas”), STONEHENGE ENERGY RESOURCES, L.P., a Delaware limited partnership have offices at 11400 Westmoor Circle, Suite 325, Westminster, Colorado 80021 (“Stonehenge”) and SUMMIT DISCOVERY RESOURCES II, LLC, a Delaware limited liability company having offices at 840 Gessner, Suite 900, Houston, Texas 77024 (“Summit”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated , 2007 (the “Effective Date”) is entered into by and among Rex Energy Corporation, a Delaware corporation (the “Company”), and each of the undersigned (the “Investors”).
REX ENERGY CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD/PHANTOM STOCK AWARD AGREEMENTStock Award Agreement • March 3rd, 2011 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AWARD/PHANTOM STOCK AGREEMENT (the “Award Agreement”) is effective , 2011 (the “Grant Date”), between Rex Energy Corporation, a Delaware corporation (the “Company”) and (the “Recipient”).
REX ENERGY CORPORATION 2016 LONG-TERM INCENTIVE PLAN EFFECTIVE MAY 27, 2016Rex Energy Corp • June 29th, 2016 • Crude petroleum & natural gas • Delaware
The words and phrases defined in this Article shall have the meaning set out below throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning.
NATURAL GAS LIQUIDS FRACTIONATION, EXCHANGE AND MARKETING AGREEMENT (Bluestone)Marketing Agreement • January 30th, 2015 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
ContractLimited Waiver and Third Forbearance Agreement • April 24th, 2018 • Rex Energy Corp • Crude petroleum & natural gas • New York
This LIMITED WAIVER AND THIRD FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 23, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time, solely for purposes of Section 3.2(b) hereof, MACQUARIE BANK LIMITED (in its capacity as the issuer of Letters of Credit under the Credit Agreement, the “Issuing Bank”) and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
REX ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2008 • Rex Energy Corp • Crude petroleum & natural gas • New York
OPERATING AGREEMENT OF CHARLIE BROWN AIR II, LLCOperating Agreement • October 9th, 2009 • Rex Energy Corp • Crude petroleum & natural gas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into as of the 26th day of June, 2008, by and among those persons who have executed this Agreement, and whose names and addresses are set forth in Schedule I, as Members.
ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 24, 2018, BY AND AMONG REX ENERGY CORPORATION, AND REX SUBSIDIARIES, COLLECTIVELY, AS SELLERS, AND PENNENERGY RESOURCES, LLC, AS BUYERAsset Purchase Agreement • August 27th, 2018 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2018 (the “Execution Date”), is by and among Rex Energy Corporation, a Delaware corporation, whose address is 476 Rolling Ridge Drive, Ste. 300, State College, PA 16801 (“REC”; and collectively with the Rex Subsidiaries, the “Sellers”, and each individually, a “Seller”), and PennEnergy Resources, LLC, a Delaware limited liability company, whose address is 1000 Commerce Dr. #100, Pittsburgh, PA 15275 (“Buyer”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Article 1. Sellers and Buyer are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
LIMITED LIABILITY COMPANY AGREEMENT OF KEYSTONE MIDSTREAM SERVICES, LLC A DELAWARE LIMITED LIABILITY COMPANY EFFECTIVE AS OF DECEMBER 21, 2009Limited Liability Company Agreement • December 28th, 2009 • Rex Energy Corp • Crude petroleum & natural gas
That certain tract of land constituting the “Phase I Space” to be leased to the Company pursuant to that certain Site Lease to be entered into between the Company and Rex pursuant to the terms of Section 3.3 of the Contribution Agreement or such Alternate Site as may be acquired by the Company pursuant to the terms of Section 3.3 of the Contribution Agreement.
SEPARATION AGREEMENT AND COMPLETE RELEASESeparation Agreement and Complete Release • March 3rd, 2011 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
This Separation Agreement and Complete Release (this “Agreement”) is made this 28th day of January, by Timothy P. Beattie (“Employee”), Rex Energy Corporation (“Rex Energy”) and Rex Energy Operating Corp. (collectively, Rex Energy, Rex Energy Operating Corp. and their successors are referred to as the “Company”).
SEPARATION AGREEMENT AND COMPLETE RELEASESeparation Agreement and Complete Release • August 5th, 2011 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
This Separation Agreement and Complete Release this (“Agreement”) is made this 9th day of June 2011, by Daniel J. Churay (“Executive”) and Rex Energy Corporation and Rex Energy Operating Corp. (collectively, the “Company”). Reference is made to the Employment Agreement dated November 1, 2010 and effective as December 1, 2010 (the “Employment Agreement”), between Executive and the Company.
ContractLimited Waiver and Second Forbearance Agreement • April 17th, 2018 • Rex Energy Corp • Crude petroleum & natural gas • New York
This LIMITED WAIVER AND SECOND FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 16, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
Service Provider AgreementService Provider Agreement • June 11th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
This Service Provider Agreement (the “Agreement”) is made and entered into this 1st day of April, 2007, by and between Shaner Hotel Group Limited Partnership (“Shaner”) located at 1965 Waddle Road, State College, Pennsylvania 16803, and Rex Energy Operating Corp. (“Rex”), located at 1975 Waddle Road, State College, Pennsylvania 16803.
