RICE ENERGY INC. (NASDAQ:RICE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

On December19, 2016, Rice Energy Operating LLC, as borrower
(REO), and Rice Energy Inc., as predecessor borrower (the
Company), entered into the First Amendment (the First Amendment)
to the Fourth Amended and Restated Credit Agreement, among the
Company, REO, Wells Fargo Bank, N.A., as administrative agent,
and the lenders and other parties thereto (the AR Credit
Agreement). The lenders under the AR Credit Agreement completed
an Interim Redetermination (as defined in the AR Credit
Agreement) of the borrowing base to give effect to the
Pennsylvania oil and gas properties acquired in connection with
the Companys acquisition of Vantage Energy, LLC and Vantage
Energy II, LLC on October19, 2016. Following the Interim
Redetermination, the Companys borrowing base and elected
commitment amounts each increased from $1.00 billion to $1.45
billion. The next scheduled redetermination of the borrowing base
is scheduled for April 2017.

The foregoing description of the First Amendment is a summary
only and is qualified in its entirety by reference to the First
Amendment, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item1.01 concerning the First
Amendment is incorporated herein by reference.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On December15, 2016, the Company received from Steven C. Dixon, a
director of the Company, written notice of Mr.Dixons resignation
as a member of the board of directors (the Board) of the Company
and all committees thereof, effective immediately. Mr.Dixons
resignation was not due to any disagreement with the Company on
any matter relating to the Companys operations, policies or
practices.

Item7.01 Regulation FD Disclosure.

On December20, 2016, the Company issued a press release
announcing Mr.Dixons resignation from the Board. A copy of the
press release is attached hereto as Exhibit99.1. The information
furnished to this Item7.01, including Exhibit99.1, shall not be
deemed to be filed for the purposes of Section18 of the
Securities Exchange Act of 1934 and will not be incorporated by
reference into any filing under the Securities Act unless
specifically identified therein as being incorporated therein by
reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

About RICE ENERGY INC. (NASDAQ:RICE)