0001193125-12-117112 Sample Contracts

REX ENERGY CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted 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”).

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REX ENERGY CORPORATION SERVICE-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 15th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Delaware

THIS SERVICE-BASED 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 (the “Recipient”).

EIGHTH AMENDMENT TO CREDIT AGREEMENT AMONG REX ENERGY CORPORATION, as Borrower, THE GUARANTORS, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, ROYAL BANK OF CANADA, as Syndication Agent, KEYBANK NATIONAL ASSOCIATION AND ROYAL BANK OF CANADA,...
Credit Agreement • March 15th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Texas

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Eighth Amendment”) dated as of December 22, 2011 is among REX ENERGY CORPORATION, a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.

Second Lien Credit Agreement Dated as of December 22, 2011 among Rex Energy Corporation, as Borrower, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, UnionBanCal Equities, Inc. and SunTrust Bank, as...
Second Lien Credit Agreement • March 15th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Texas

THIS SECOND LIEN CREDIT AGREEMENT, dated as of December 22, 2011, 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”); Wells Fargo Bank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and UnionBanCal Equities, Inc. and SunTrust Bank, as co-documentation agents for the Lenders (each in such capacity, together with their successors in such capacity, the “Documentation Agents”).

GUARANTY AND SECOND LIEN COLLATERAL AGREEMENT dated as of December 22, 2011 made by REX ENERGY CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
Guaranty and Second Lien Collateral Agreement • March 15th, 2012 • Rex Energy Corp • Crude petroleum & natural gas • Texas

This GUARANTY AND SECOND LIEN COLLATERAL AGREEMENT, dated as of December 22, 2011, 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”), 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 R.E. Gas Development, LLC, a limited liability company formed and existing under the laws of the State of Delaware (“RE Gas”) (the Borrower, Rex Energy I, Rex Energy Operating, Penn Tex Resources Illinois, Rex Energy IV, RE Gas and any other

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