Common use of Debt Clause in Contracts

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will notContract, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) tocreate, incur, create, assume or suffer to exist any Debt, except: or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (ai) Debt under this Agreement and the Indebtedness arising under other Loan Documents; (ii) Surviving Debt and any Debt extending the Loan Documents maturity of, or refunding or refinancing, in whole or in part, any guaranty Surviving Debt; provided that the terms of any such extending, refunding or suretyship arrangement for the Indebtedness arising under refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents. ; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (btogether with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of the Parent Guarantor Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and its Subsidiaries existing on the date hereof that is reflected Capitalized Lease obligations (not otherwise included in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof subclause (but ii) above) in an aggregate outstanding amount not any increases). in excess of $10,000,000; (cviii) accounts payable and accrued expenses, liabilities or (A) Debt (other obligations to pay the deferred purchase price than Debt of Property or services, from time to time incurred Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested to protect against fluctuations in good faith by appropriate action interest rates, foreign exchange rates and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing commodity prices and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (other than Debt of Foreign Subsidiaries) arising on and any concurrent repayment after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt with the proceeds of such incurrence), under this clause (iiviii) such Debt does shall not have exceed $10,000,000 at any scheduled amortization prior to one year after the Maturity Date, time outstanding; (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (iix) Debt owed which may be deemed to Atlas Americaexist pursuant to any surety bonds, Inc. appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed $50,000,000 in €100,000,000 at any time outstanding (for purposes of this clause (x), the aggregate; provided, that, all such debt “principal amount” of a receivables factoring or other securitization program shall be unsecured mean the amount invested by investors that are not Affiliates of the Borrower and subordinated paid to the Indebtedness on terms Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and conditions reasonably satisfactory applied to the Administrative Agent. reduce such invested amounts); and (jxi) other Debt not to exceed otherwise permitted hereunder in an aggregate outstanding principal amount of $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt5,000,000.

Debt. The Parent Guarantor Borrower will not, and nor will not Borrower permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume become or suffer to exist remain liable for any Debt, except: Debt other than (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. Obligations, (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not Credit Party to any increases). other Credit Party, (c) accounts payable and accrued expensesPermitted Purchase Money Debt, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt subject to any adjustment to the Borrowing Base required under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claimsSection 2.15, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Senior Notes and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to guarantees thereof and any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, andPermitted Refinancing Debt, provided furtherthat, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated solely with respect to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that not constituting Permitted Refinancing Debt, (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does Senior Notes do not have any scheduled amortization prior to one year after the Maturity Datestated maturity of such Senior Notes, (ii) such Senior Notes do not mature sooner than a date that is at least one-hundred and eighty (180) days following the Termination Date in effect on the date of issuance of such Senior Notes, (iii) such Debt does not mature sooner than one year after Senior Notes and any guarantees thereof are on market terms for similar instruments of issuers of similar size and credit quality given the Maturity Datethen prevailing market conditions, (iv) as determined in good faith by the terms senior management of Borrower, such Debt Senior Notes and any guarantees thereof are not materially more onerouson terms, taken as a whole, no more restrictive or burdensome than this Agreement, provided that (A) the terms of financial maintenance covenants with respect to such Senior Notes are not more restrictive than those in this Agreement and (B) the representations and warranties, covenants (other Loan Documents than financial maintenance covenants) and events of default of such Senior Notes are not, taken as a whole, more restrictive or burdensome than those in this Agreement, and (v) such Senior Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Obligations, and (e) other Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. in an amount not to exceed at any time $50,000,000 20,000,000 in the aggregate; provided. Solely for purposes of clause (d) of this Section 9.1, that, all such debt any Permitted Senior Debt for the payment of which the proceeds of other Senior Notes or Permitted Refinancing Debt has been deposited in trust or otherwise set aside shall be unsecured and subordinated to deemed no longer “outstanding” so long as such Permitted Senior Debt is repaid within sixty (60) days after the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) Credit Parties’ receipt of proceeds of such other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur Senior Notes or become liable in respect of any Permitted Refinancing Debt.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of their Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 Statements, and any renewals and extensions thereof (but not any increases)Permitted Refinancing Debt in respect thereof. (c) accounts payable Debt under Capital Leases and accrued expenses, liabilities or other obligations purchase money financings in an aggregate amount not to pay the deferred purchase price of Property or services, from exceed $2,000,000 at any one time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPoutstanding. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) endorsements of negotiable instruments for collection in the ordinary course of business. (f) intercompany Debt between the Parent Borrower and a Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g)Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiariesa Guarantor, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements The Subordinated Debt. (h) Debt under (1) any Senior Unsecured Notes issued after the Effective Date and (2) any Permitted Refinancing Debt in respect thereof. (i) Debt consisting of negotiable instruments for collection the financing of insurance premiums incurred in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 1,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except, in each case: (ai) the Indebtedness arising Debt under the Loan Documents Credit Documents; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any guaranty Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt; provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct or contingent obligor with respect thereto, as a result of or suretyship arrangement for in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the Indebtedness arising under terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Loan Documents. (b) Debt of Borrower in any material respect to the Parent Guarantor Borrower and its Subsidiaries existing on than the date hereof that is reflected terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).good faith; (ciii) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price Debt in respect of Property or services, from time to time Hedge Agreements incurred in the ordinary course of business which are and not greater than ninety for speculative purposes; (90iv) days past Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of invoice this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or which refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being contested extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by appropriate action the Borrower in any material respect to the Borrower and for which adequate reserves have been maintained its Subsidiaries than the terms of any agreement or instrument governing the Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in accordance with GAAP.good faith; (dvi) Subordinated Debt so long as no Default or Event of Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt under Capital Leases not that may be deemed to exceed $25,000,000 (excluding capitalized leases exist pursuant to any performance, surety, statutory, bid and appeal bonds, prepayment guarantee, payment or completion of Hydrocarbon Interests). (e) Debt associated with performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, performancein each case, bidincurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, surety obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar bonds or surety obligations required by Governmental Requirements or third parties nature incurred in connection with the operation of the Oil and Gas Properties.any disposition or purchase or acquisition; (fix) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries Ordinary Course Payment Obligations; (x) to the extent permitted by Section 9.05(g); provided that such Debt is not heldconstituting Guaranteed Debt, assignedindemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, transferreddirectors, negotiated officers, employees, consultants or pledged to agents of the Borrower or any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth Subsidiaries extended in the Guaranty Agreement.ordinary course of business; (gxi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business.; (hxiii) Senior Notes Debt consisting of the financing of insurance premiums or self-insurance obligations; (xiv) Debt of the Borrower or any Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Finance Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that (i) at the time of incurring such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (Axv) no Default has occurred and is then continuing and (B) no Default would result unsecured Debt owing from the incurrence Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.overdraft; (ixviii) [reserved]; (xix) Debt owed to Atlas Americain respect of workers’ compensation claims, Inc. payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstandingthe greater of (x) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, officers or directors of the Borrower and its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the foregoing, no Borrower nor any Subsidiary which is a Partnership shall incur or become liable in respect be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any DebtSubsidiary and any Subsidiary may guarantee Debt of the Borrower or any other Subsidiary.

Debt. The Parent Guarantor will notThis Security Instrument and the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, interest and other amounts due under or secured by the Loan Documents; (2) the payment of all other monies agreed or provided to be paid by Mortgagor in the Note or the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toamounts which may hereafter be loaned by Mortgagee, incurits successors or assigns, create, assume to or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising benefit of the owner of the Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of all covenants and obligations hereunder and under the Loan Documents, if any. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume Create or suffer to exist exist, or permit any Debtof its subsidiaries to create or suffer to exist, except: (a) any Debt other than as described in the Indebtedness arising under Registration Statement and the Loan Documents or Prospectus, including any guaranty of or suretyship arrangement for filings with the Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that is reflected the Borrower shall be permitted to restructure or refinance any Debt described in the Financial Statements Registration Statement and Schedule 9.02 the Prospectus (provided that such restructured or refinanced Debt (A) is not for a greater principal amount than the existing Debt, (B) does not purport to restrict the repayment of indebtedness under this Agreement and any renewals the Note, and extensions thereof (but not any increasesC) no Event of Default shall have occurred and be continuing hereunder). . “Debt” means (ci) accounts payable and accrued expensesindebtedness for borrowed money, liabilities (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of Property property or services, from (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) current unsecured trade payables and accrued liabilities arising in the ordinary course of the Borrower’s business (including, without limitation, obligations under operating leases); (iii) purchase money indebtedness and capital leases incurred in connection with the acquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time to outstanding; (iv) indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with the Borrower or any subsidiary of the Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business, provided such debt is extinguished within five (5) days of its incurrence; (vi) indebtedness incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation financing of insurance premiums of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and Borrower or any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Whollysubsidiaries; (vii) indebtedness arising from agreements of the Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-Owned Subsidiariesouts), andin each case, provided further, that any such Debt owed by either incurred or assumed in connection with the Parent Guarantor or a Guarantor shall be subordinated to acquisition contemplated on the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing date hereof; and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jviii) other Debt indebtedness of Borrower in an aggregate amount not to exceed in excess of $50,000,000 50,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness Obligations arising under the Loan Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).2,500,000; (ed) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary Guarantor or between Subsidiaries Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.; (gf) endorsements of negotiable instruments for collection in the ordinary course of business.; and (hg) Senior Notes Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that that: (i) at the time of incurring such Debt (A) no Default has occurred is unsecured and is then continuing and (B) no Default would result from shall not have the incurrence benefit of such Debt after giving effect to the incurrence any guarantee, letter of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not have provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any scheduled amortization consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (iiivi) such Debt does not mature sooner contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of default (other than one year after the Maturity Date, failure to make any payment of principal when due on the maturity date); (ivvii) the terms of such Debt are does not materially more oneroushave any restriction on the ability of the Borrower or any of its Subsidiaries to amend, taken as a whole, than the terms of supplement or modify this Agreement and or the other Loan Documents and Documents; (vviii) such Debt does not have any restrictions on the ability of the Borrower or any of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations; (ix) such Debt is not assignable or transferable and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured held at all times by the Parent; and subordinated (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of the Administrative Agent pursuant to the Indebtedness on terms a Security Instrument in form and conditions reasonably substance satisfactory to the Administrative Agent). (jh) other Debt not to exceed $50,000,000 2,500,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and nor will not Borrower permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume become or suffer to exist remain liable for any Debt, except: Debt other than (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. Obligations, (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not Credit Party to any increases). other Credit Party other than Parent, (c) accounts payable and accrued expensesPermitted Purchase Money Debt, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt subject to any adjustment to the Borrowing Base required under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claimsSection 2.15, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Senior Notes and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to guarantees thereof and any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, andPermitted Refinancing Debt, provided furtherthat, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated solely with respect to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring not constituting Permitted Refinancing Debt, • such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does Senior Notes do not have any scheduled amortization prior to one year after the Maturity Datestated maturity of such Senior Notes, (iii) • such Debt does Senior Notes do not mature sooner than one year after a date that is at least 180 days following the Maturity Date, (iv) Termination Date in effect on the terms date of issuance of such Debt Senior Notes, • such Senior Notes and any guarantees thereof are not materially more onerouson market terms for similar instruments of issuers of similar size and credit quality given the then prevailing market conditions, • as determined in good faith by the senior management of Borrower, such Senior Notes and any guarantees thereof are on terms, taken as a whole, no more restrictive or burdensome than this Agreement, provided that o the terms of financial maintenance covenants with respect to such Senior Notes are not more restrictive than those in this Agreement and o the representations and warranties, covenants (other Loan Documents than financial maintenance covenants) and events of default of such Senior Notes are not, taken as a whole, more restrictive or burdensome than those in this Agreement, and • such Senior Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Obligations, and (ve) such other Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. in an amount not to exceed at any time $50,000,000 10,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any DebtDebt and the Borrower will not permit any Restricted Subsidiary to issue any Preferred Stock, except: (a) Indebtedness created hereunder or under the other Loan Documents. (b) Guarantees by the Borrower or any Guarantor of Debt of the Borrower or any Guarantor, as the case may be, Incurred in accordance with the provisions of this Agreement; provided that in the event that such Debt is a Subordinated Obligation of the Borrower or a Guarantor, the related Guarantee shall be subordinated in right of payment to the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for to at least the Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)same extent as such Debt. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil Borrower owing to and Gas Properties. (f) intercompany held by any Restricted Subsidiary or Debt between of a Restricted Subsidiary owing to and held by the Parent Guarantor and Borrower or any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g)9.04; provided that any subsequent issuance or transfer of Capital Stock or any other event (including the sale or other transfer of any such Debt to a Person other than the Borrower or a Restricted Subsidiary) that results in any such Debt being owed to a Person other than the Borrower or a Restricted Subsidiary shall be deemed to constitute an Incurrence of such Debt by the Borrower or such Restricted Subsidiary. (d) The Second Lien Notes and any Guarantees thereof and any Permitted Refinancing Debt in respect thereof; provided that such Debt and the holders thereof shall be at all times subject to and in compliance with the Intercreditor Agreement. (e) Debt of a Person that becomes a Restricted Subsidiary or is not heldacquired by or merged into the Borrower or a Restricted Subsidiary in accordance with the provisions of this Agreement outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by or merged into the Borrower or a Restricted Subsidiary, assigned, transferred, negotiated or pledged to any Person other than Debt Incurred (i) to provide all or any portion of the Parent Guarantor funds utilized to consummate the transaction (or one related series of its Wholly-Owned Subsidiariestransactions) pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by or merged into the Borrower or a Restricted Subsidiary or (ii) otherwise in connection with, andor in contemplation of, provided furthersuch acquisition, that any so long as at the time such Person becomes a Restricted Subsidiary or is acquired by or merged into the Borrower or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt owed pursuant to this paragraph (e), the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (n) below. (f) Debt Incurred by either the Parent Guarantor Borrower or a Guarantor shall be subordinated any Restricted Subsidiary pursuant to Capitalized Lease Obligations, Synthetic Lease Obligations, mortgage financings and purchase money obligations, in each case Incurred to finance all or any portion of the Indebtedness on terms set forth purchase price or cost of construction or improvements or carrying costs of property used in the Guaranty Agreementbusiness of the Borrower or such Restricted Subsidiary, and Permitted Refinancing Debt in respect thereof, in an aggregate principal amount not to exceed $60,000,000 at any one time outstanding. (g) endorsements Permitted Acquisition Debt. (h) Debt in the form of negotiable instruments for collection workers’ compensation claims, payment obligations in respect of health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, bid, appeal, reimbursement, performance, surety and similar bonds and completion Guarantees provided by the Borrower or a Restricted Subsidiary in the ordinary course of businessbusiness and any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations or other similar obligations in the ordinary course of business and consistent with past practice (in each case, other than for an obligation for money borrowed). (h) Senior Notes provided that (i) Debt, including Permitted Refinancing Debt, Incurred by a Foreign Subsidiary in an aggregate principal amount not to exceed an amount equal to 10.0% of such Foreign Subsidiary’s Adjusted Consolidated Net Tangible Assets at any time outstanding. (j) Capital Stock (other than Disqualified Stock) of the Borrower or any of the Guarantors. (k) Cash-Pay Preferred issued by the Borrower so long as at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence issuance of such Cash-Pay Preferred, the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (and any concurrent repayment of Debt with the proceeds of such incurrence), (iin) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesbelow. (il) Debt owed Incurred after the Closing Date by a wholly-owned Foreign Subsidiary pursuant to Atlas America, Inc. vendor financings for the construction of the ATP Octabuoy and related assets and an unsecured Guarantee thereof by the Borrower not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 250,000,000 in the aggregate at any one time outstanding; provided, however, that in the event that such Foreign Subsidiary shall cease to be a Wholly-Owned Subsidiary, any such Guarantee of such Debt by the Borrower shall be deemed to be an Incurrence of Debt by the Borrower that is not permitted pursuant to this paragraph (l). (m) Other Debt in an aggregate principal amount outstanding not to exceed the greater of (i) $50,000,000 and (ii) 1.25% of the Borrower’s Adjusted Consolidated Net Tangible Assets, determined on a pro forma basis after giving effect to the Incurrence of such Debt and the application of the proceeds thereof. (n) Other Debt of the Borrower or any Guarantor and the issuance of any Preferred Stock by any Restricted Subsidiary if, at the time of and after giving effect to the Incurrence of such Debt or the issuance of such Preferred Stock, the Consolidated Coverage Ratio is at least 2.50 to 1.00. Notwithstanding For purposes of determining compliance with, and the foregoingoutstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, no Subsidiary which is this Section 9.02: (i) in the event an item of that Debt meets the criteria of more than one of the types of Debt described in the first and second paragraphs of this Section 9.02, the Borrower, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below may later classify, reclassify or redivide all or a Partnership shall incur portion of such item of Debt, in any manner that complies with this Section 9.02; (ii) Guarantees of, or become liable obligations in respect of letters of credit supporting, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (iii) if obligations in respect of letters of credit are Incurred pursuant to a credit facility and are being treated as Incurred pursuant to clause (i) of the second paragraph above and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Debt permitted by this Section 9.02 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.02 permitting such Debt; and (vi) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of Statement of Financial Accounting Standard No. 133) will not be deemed to be an Incurrence of Debt for purposes of this Section 9.02. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Debt issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this Section 9.02). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 9.02, the maximum amount of Debt that the Borrower may Incur pursuant to this Section 9.02 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. This Agreement will not treat (1) unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (of the other than Unrestricted Subsidiaries) Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable and accrued expenses, liabilities Debt under Capital Leases or other obligations to pay that constitutes Purchase Money Debt; provided that the deferred purchase price Funded Debt permitted by this clause (c) together with all Funded Debt described in clause (g) of Property or services, from this Section 9.02 shall not exceed $10,000,000 in aggregate principal amount at any one time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPoutstanding. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Restricted Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); Restricted Subsidiaries, provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth as and to the extent provided in the Guaranty Agreement. (ge) endorsements Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of negotiable instruments for collection in the ordinary course of businessother Debt permitted to be incurred under this Section 9.02. (hf) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that (iafter giving effect to the issuance thereof, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.08(e) at the time of incurring such Debt on account thereof: (A) no Default has occurred and is then continuing the Parent shall be in pro forma compliance with Section 9.01 and (B) no Event of Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesor Borrowing Base Deficiency shall exist. (ig) other Funded Debt; provided that the Funded Debt owed to Atlas America, Inc. permitted by this clause (g) together with all Funded Debt described in clause (c) of this Section 9.02 shall not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding . (h) Debt not permitted by the foregoing, no Subsidiary foregoing clauses (a) through (g) which is a Partnership shall incur or become liable approved in respect of any Debtwriting by the Majority Lenders.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any renewals Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and extensions thereof is then continuing, (but B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not any increases)incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) accounts payable Debt under Capital Leases and accrued expenses, liabilities or other obligations purchase money financings in an aggregate principal amount not to pay the deferred purchase price of Property or services, from exceed $25,000,000 at any one time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPoutstanding. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Midstream Properties. (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary Guarantor or between Subsidiaries Guarantors to the extent permitted by Section 9.05(g9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Borrower or a Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that and (ii) any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (hg) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Debt Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Debt Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Debt Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one year after the Maturity Date, hundred eighty (iii180) such Debt does not mature sooner than one year days after the Maturity Date, (iv) the terms of such Senior Notes or Permitted Refinancing Debt are does not materially more onerous, taken as a whole, mature sooner than the terms of this Agreement and date that is one hundred eighty (180) days after the other Loan Documents Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and any guarantees thereof are on prevailing market terms for similar situated companiesasset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentpermitted by Section 8.16(b). (j) other Debt not to exceed $50,000,000 100,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Obligors will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Note Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Note Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil Properties of the Obligors and Gas Properties.the Subsidiaries and approved by the Required Holders; (fc) intercompany Debt between the Parent Guarantor any Obligor and any Subsidiary or between Obligors or between Subsidiaries to the extent permitted by this Section 9.05(g)11.2; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor any Obligor or one of its the Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor any Obligor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.Indebtedness; (gd) endorsements of negotiable instruments for collection in the ordinary course of business.; (he) Senior Notes Debt in the form of obligations for the deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established, provided that the aggregate principal amount of Debt permitted by this clause (e) together with the aggregate principal amount of Debt permitted by clause (f) of this Section 11.2 shall not exceed $200,000 at any time outstanding; (f) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from incurred prior to or within 90 days after such acquisition or the incurrence completion of such Debt after giving effect to the incurrence of such Debt (construction or improvement and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) the aggregate principal amount of Debt permitted by this clause (f) together with the aggregate principal amount of Debt permitted by clause (e) of this Section 11.2 shall not exceed $200,000 at any time outstanding; (g) Debt incurred or deposits made (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Debt does not have any scheduled amortization prior to one year after the Maturity DateObligor is a party, (iii) to secure public or statutory obligations of such Debt does not mature sooner than one year after the Maturity DateObligor, and (iv) of cash or U.S. government securities made to secure the terms performance of statutory obligations, surety, stay, customs and appeal bonds to which such Debt are not materially more onerousObligor a party in connection with the operation of the Oil and Gas Properties, taken as a whole, than in each case in the terms ordinary course of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.business; (ih) Debt owed to Atlas America, Inc. not to exceed $50,000,000 under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the aggregate; provided, that, all such debt shall be unsecured and subordinated to Company after the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentdate hereof in accordance with this Agreement. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and Loan Parties will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected associated with bonds or other surety obligations in connection with (i) obligations or liabilities arising in the Financial Statements ordinary course of business, (ii) Governmental Requirements, (iii) the operation of Oil and Schedule 9.02 and any renewals and extensions thereof Gas Properties or (but not any increases)iv) judgments pending appeal. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price endorsements of Property or services, from time to time incurred negotiable instruments for collection in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPbusiness. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty Agreement. (ge) endorsements of negotiable instruments for collection in Unsecured senior debt, provided that the ordinary course of business. principal amount does not exceed $300,000,000 (h) “Senior Notes Unsecured Notes”), and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the proceeds of such incurrence)covenants set forth in Section 9.01, (ii) such Debt does not have any scheduled amortization the Senior Unsecured Notes remain unsecured prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the terms financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not materially more onerous, taken as a whole, restrictive with respect to the Borrower and its Subsidiaries than the terms covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this Agreement and the other Loan Documents and clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesSenior Unsecured Notes. (if) Debt owed to Atlas America, Inc. under Capital Leases or purchase money Debt not to exceed $50,000,000 10,000,000 in aggregate principal amount at any one time outstanding and which, at the aggregate; providedtime incurred, that, all such debt shall be unsecured and subordinated is not reasonable anticipated to extend beyond the Indebtedness on terms and conditions reasonably satisfactory to useful life of the Administrative AgentProperty leased or acquired. (jg) other Debt not to exceed $50,000,000 10,000,000 in the aggregate principal amount at any one time outstanding. Notwithstanding . (h) on the foregoingClosing Date, no Subsidiary which is Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a Partnership shall incur or become liable in respect release of any the liens securing the Contribution Debt.

Debt. The Parent Guarantor Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements Statements, including one or more guarantees of the PLX Senior Subordinated Notes and Schedule 9.02 and any renewals and extensions thereof (but not any increases)the other obligations of PLX under the PLX Senior Subordinated Indentures; provided that such obligations are extinguished on or prior to the date set forth in Section 8.04. (c) accounts payable purchase money Debt and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)15,000,000 in the aggregate. (ed) Debt associated with worker’s workers' compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $5,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under the 2002 Senior Subordinated Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesby the Guarantors, the principal amount of which does not exceed $200,000,000 in the aggregate. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Obligors will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Loans, other Obligations and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between or among (i) the Parent Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or between Subsidiaries (iii) the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Administrative Agent for the benefit of the Lenders, the Borrower or one of its Wholly-Owned Subsidiariesa Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Parent Guarantor Borrower or a Guarantor any Obligor shall be subordinated to the Indebtedness Obligations on the terms set forth in the Guaranty Guarantee and Collateral Agreement. (gc) endorsements of negotiable instruments for collection in the ordinary course of business. (hd) Debt of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and which do not constitute Debt for borrowed money. (e) Debt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, construction or improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed $25,000,000. CREDIT AGREEMENT (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) at the time of incurring such Debt (A) no Default has occurred both before and is then continuing and (B) no Default would result from the incurrence of such Debt immediately after giving effect to the incurrence of such Debt Debt, no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom (and after giving effect to any concurrent repayment of Debt with the proceeds thereof, the Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents; (iii) immediately after the incurrence of such incurrenceDebt, the Borrowing Base shall be adjusted in accordance with Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii), ; (iiiv) such Debt does not have any scheduled principal amortization prior to one year the date that is 180 days after the Maturity Date, ; (iiiv) such Debt does not mature sooner than one year the date that is 180 days after the Maturity Date, ; (ivvi) the economic terms of such Debt are not materially more onerousand any guarantees thereof, taken as a whole, than are on market terms for issuers of similar size and credit quality given the terms then prevailing market conditions as reasonably determined by the Borrower in good faith; (vii) both before, and immediately after giving effect to, the incurrence of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated priority to the Indebtedness Obligations; (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative AgentAgent and (xi) the Borrower shall have complied with Section 8.01(o). (jg) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Senior Notes permitted under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; provided that both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and the concurrent repayment of Permitted Senior Notes or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom. (h) Debt in the form of guaranties by the Obligors of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g). (i) other Debt in an aggregate principal amount not to exceed $50,000,000 in the aggregate 30,000,000 at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, including any deferred put premiums. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)25,000,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof. (i) Debt under any Senior Notes issued after the Effective Date, provided that (i1) at the time of incurring such Debt (Aa) no Default has occurred and is then continuing and (Bb) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii3) such Debt does not mature sooner than one year after the Maturity Date, (iv4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and Documents, (v5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. companies and (i6) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured Borrowing Base is adjusted as contemplated by Section 2.07(e) and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative AgentBorrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt not to exceed $50,000,000 25,000,000 in the aggregate at any one time outstanding. Notwithstanding For the foregoingavoidance of doubt, no Subsidiary an issue of Senior Notes may be comprised of Debt only a portion of which is a Partnership shall incur constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or become liable in respect of any Debtreplaced.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness Notes or other Secured Obligations arising under the Loan Documents.; (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases).9.02; (c) accounts payable contingent obligations as a non-operator under oil and accrued expensesgas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time in each case incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.business; (d) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).5,000,000 in aggregate principal amount at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with worker’s compensation claimsbonds, performance, bidletters of credit, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fg) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms set forth in the Guaranty Agreement. (gh) endorsements of negotiable instruments for collection in the ordinary course of business.; (h) Senior Notes provided that (i) at Debt which represents an extension, refinancing, or renewal of any of the time of incurring such Debt foregoing; provided that, (Ai) no Default has occurred and is then continuing and (B) no Default would result from the incurrence principal amount of such Debt after giving effect to is not increased (other than by the incurrence of costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrenceextension, refinancing or renewal), (ii) the interest rate of such Debt does is not have any scheduled amortization prior to one year after the Maturity Dateincreased, (iii) any Liens securing such Debt does are not mature sooner than one year after the Maturity Dateextended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any such Debt extension, refinancing, or renewal are not materially more onerousrestrictive to the obligor thereunder, taken as a whole, than the original terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are on prevailing market terms for similar situated companies.at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (a) of the definition thereof, and (ii) Debt owed which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to Atlas Americathe terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto, Inc. (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the date that is 365 days following the Maturity Date, and (E) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in an aggregate outstanding principal amount not to exceed $50,000,000 in the aggregate100,000,000; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.and (jl) other Debt not to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will notNo Borrower shall, and will not nor shall it permit any Subsidiary (other than Unrestricted Subsidiaries) to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Borrowers owing to the Indebtedness arising under Administrative Agent, the Loan Documents.L/C Issuers and the Lenders (and their Affiliates); (b) Debt obligations of the Parent Guarantor U.S. Borrower or any Subsidiary arising out of interest rate, foreign currency, and its Subsidiaries existing on the date hereof that is reflected commodity hedging agreements entered into with financial institutions in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred connection with bona fide hedging activities in the ordinary course of business which are and not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.speculative purposes; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases endorsement of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety items for deposit or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation collection of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection commercial paper received in the ordinary course of business.; (d) intercompany advances from time to time owing by any Subsidiary to the U.S. Borrower or another Subsidiary or by the U.S. Borrower to a Subsidiary, Guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; (e) Debt outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Borrower of any Debt of any other Borrower; (h) Senior Notes [Reserved]; (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) at (when taken together, but in the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence case of such Debt after giving effect obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the incurrence of such Debt extent drawn) plus (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (ivwithout duplication) the terms aggregate principal amount of such Debt are indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not materially more onerous, taken exceed 10% of Consolidated Total Capitalization as a whole, than of the terms most recently ended fiscal quarter of this Agreement and the other Loan Documents and (v) such Debt and U.S. Borrower at any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregatetime; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.and (j) other Debt not to exceed $50,000,000 in the aggregate at of any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable Borrower and obligations of any Borrower in respect of any Debtletters of credit not otherwise permitted by this Section 8.7, provided that immediately after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except, in each case: (ai) the Indebtedness arising Debt under the Loan Documents Credit Documents; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any guaranty Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt; provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct or contingent obligor with respect thereto, as a result of or suretyship arrangement for in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the Indebtedness arising under terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Loan Documents. (b) Debt of Borrower in any material respect to the Parent Guarantor Borrower and its Subsidiaries existing on than the date hereof that is reflected terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).good faith; (ciii) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price Debt in respect of Property or services, from time to time Hedge Agreements incurred in the ordinary course of business which are and not greater than ninety for speculative purposes; (90iv) days past Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of invoice this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or which refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being contested extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by appropriate action the Borrower in any material respect to the Borrower and for which adequate reserves have been maintained its Subsidiaries than the terms of any agreement or instrument governing the Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in accordance with GAAP.good faith; (dvi) Subordinated Debt so long as no Default or Event of Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt under Capital Leases not that may be deemed to exceed $25,000,000 (excluding capitalized leases exist pursuant to any performance, surety, statutory, bid and appeal bonds, prepayment guarantee, payment or completion of Hydrocarbon Interests). (e) Debt associated with performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, performancein each case, bidincurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, surety obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar bonds or surety obligations required by Governmental Requirements or third parties nature incurred in connection with the operation of the Oil and Gas Properties.any disposition or purchase or acquisition; (fix) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries Ordinary Course Payment Obligations; (x) to the extent permitted by Section 9.05(g); provided that such Debt is not heldconstituting Guaranteed Debt, assignedindemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, transferreddirectors, negotiated officers, employees, consultants or pledged to agents of the Borrower or any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth Subsidiaries extended in the Guaranty Agreement.ordinary course of business; (gxi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business.; (hxiii) Senior Notes Debt consisting of the financing of insurance premiums or self-insurance obligations in the ordinary course of business; (xiv) Debt of the Borrower or any Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that (i) at the time of incurring such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (Axv) no Default has occurred and is then continuing and (B) no Default would result unsecured Debt owing from the incurrence Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.overdraft; (ixviii) [reserved]; (xix) Debt owed to Atlas Americain respect of workers’ compensation claims, Inc. payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstandingthe greater of (x) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, officers or directors of the Borrower and its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the foregoing, no Borrower nor any Subsidiary which is a Partnership shall incur or become liable in respect be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any DebtSubsidiary and any Subsidiary may guarantee Debt of the Borrower or any other Subsidiary.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan DocumentsDocuments or Secured Swap Agreements. (b) Debt of the Parent Guarantor Borrower and its the Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (but other than any increase not exceeding the amount of any increasesfees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable Debt of any Loan Party in respect of deferred payment obligations for well completion services in connection with the development of its Oil and accrued expensesGas Properties including drilling, liabilities or fracking services and other related services; provided that (i) the principal amount of such payment obligations to pay the deferred purchase price of Property or services, from outstanding at any one time to time incurred in the ordinary course of business which are shall not greater exceed $10,000,000 and (ii) such Debt shall not be secured by any Liens (other than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPExcepted Liens). (d) Debt under Capital Leases or Purchase Money Debt not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil and Gas PropertiesProperties and otherwise in the ordinary course of business. (f) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements Debt resulting from the endorsement of negotiable instruments for collection in the ordinary course of businessbusiness or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) Senior Notes Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (j) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $1,000,000 in the aggregate at any time outstanding. (m) unsecured Debt owing by the Borrower to the Parent which shall not exceed $1,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower is in Pro Forma compliance with the covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (ii) with respect to any such Debt that exists at any time from and after the First Redetermination Date, (A) such Debt does not have any scheduled amortization of principal or a maturity date prior to one year 120 days after the Maturity Date, (iiiB) such Debt does not mature sooner than one year contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Maturity DateDate (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), (ivC) such Debt does not prohibit prior repayment of Loans, (D) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents Documents, and (vE) the terms of such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesthe result of arm’s-length negotiations. (o) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, if such extension, refinancing, or renewal occurs on or after the First Redetermination Date, (i) the principal amount of such Debt owed to Atlas Americais not increased (other than by the costs, Inc. fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) such extension, refinancing or renewal does not to exceed $50,000,000 result in a shortening of the aggregate; providedaverage weighted maturity of the Debt so extended, thatrefinanced or renewed and such extension, all such debt shall be unsecured refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness on Indebtedness, then the terms and conditions reasonably satisfactory of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent. (j) other Debt not Agent and the Lenders as those that were applicable to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoingrefinanced, no Subsidiary which is a Partnership shall incur renewed, or become liable in respect of any extended Debt.

Debt. The Parent Guarantor None of the Obligors or their Subsidiaries and none of the Partnerships will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.Notes or other Indebtedness; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected Borrower disclosed in the Financial Statements and Schedule 9.02 9.01, and any renewals and or extensions thereof (but not any increases).) thereof; (c) Debt of Parent and its Subsidiaries (excluding Borrower and its Subsidiaries) to the extent same is not guaranteed or secured by Property of Borrower or its Subsidiaries; (d) accounts payable and accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not which, if greater than ninety (90) 90 days past the date of invoice or which billing date, are being contested in good faith by appropriate action and for which proceedings if reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).established therefor; (e) Debt under leases permitted under Section 9.08; (f) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by pursuant to Governmental Requirements or third parties in connection with the operation of the any Obligor's Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.; (g) endorsements Debt of negotiable instruments for collection in the ordinary course of business.Obligors under Hedging Agreements permitted under Section 9.02; (h) Senior Notes provided that prior to a Successful Public Offering, Intercompany Debt owed by a Wholly Owned Subsidiary to the Borrower or to another Obligor, or by the Borrower or another Obligor to a Wholly Owned Subsidiary, provided, that, in each such case such Intercompany Debt in excess of $250,000 is (i) at evidenced by an Intercompany Note which has been pledged to secure the time of incurring such Debt (A) no Default has occurred Obligations and is then continuing and (B) no Default would result from in the incurrence possession of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence)Administrative Agent, (ii) such Debt does provided that the applicable rate of interest under any loans from Parent to Borrower or any of its Subsidiaries shall not have any scheduled amortization prior to one year after exceed the Maturity DateBase Rate plus Applicable Margin then in effect, and (iii) such Debt does not mature sooner than one year after subordinated to the Maturity Date, (iv) Obligations upon terms and conditions satisfactory to the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.Administrative Agent; (i) following a Successful Public Offering, Intercompany Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be permitted only to the extent it is unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory acceptable to the Administrative Agent., evidencing obligations arising under the Tax Sharing Agreement and Transition Services Agreement; (j) other non-recourse Debt of Atlas Pipeline in its capacity as general partner of APL; and (k) Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (a) through (j) above not to exceed $50,000,000 2,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debtaggregate.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)25,000,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof. (i) Debt under any Senior Notes issued after the Effective Date, provided that (i1) at the time of incurring such Debt (Aa) no Default has occurred and is then continuing and (Bb) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii3) such Debt does not mature sooner than one year after the Maturity Date, (iv4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and Documents, (v5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. companies and (i6) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured Borrowing Base is adjusted as contemplated by Section 2.07(d) and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative AgentBorrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt not to exceed $50,000,000 25,000,000 in the aggregate at any one time outstanding. Notwithstanding For the foregoingavoidance of doubt, no Subsidiary an issue of Senior Notes may be comprised of Debt only a portion of which is a Partnership shall incur constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or become liable in respect of any Debtreplaced.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)500,000. (ed) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in satisfactory to the Guaranty AgreementAdministrative Agent. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (hg) Senior Notes provided that (i) at Debt existing on the time of incurring such Debt (A) no Default has occurred date hereof and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect disclosed to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are Lenders on prevailing market terms for similar situated companiesSchedule 9.02. (ih) Debt owed to Atlas Americaother Debt, Inc. including purchase-money obligations, not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 500,000 in the aggregate at any one time outstanding. Notwithstanding . (i) other Debt approved by the foregoing, no Subsidiary which is Majority Lenders and subordinated to Borrower's obligations to Lenders in a Partnership shall incur or become liable manner acceptable to Administrative Agent in respect of any Debtits sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities Debt under Capital Leases or other obligations non-recourse purchase money Debt not to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPexceed $2,000,000 at any time. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s 's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor Borrower, or between the Borrower and any Subsidiary or between Subsidiaries any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement, or otherwise on terms, and pursuant to documentation, acceptable to the Administrative Agent. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jg) other Debt not to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding. Notwithstanding To satisfy the foregoingrequirements set forth in the second proviso to clause (e) above, no Subsidiary which is a Partnership the Borrower hereby subordinates and makes inferior any and all intercompany Debt now or at any time hereafter owed by any Guarantor to the Borrower to the Indebtedness, and agrees that if an Event of Default shall incur have occurred and be continuing, not to permit any such Guarantor to repay, or become liable in respect to accept payment from any such Guarantor of, such Debt or any part thereof without the prior written consent of any Debtthe Lenders.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements First Amendment Effective Date and set forth on Schedule 9.02 attached hereto and any renewals and extensions thereof (but not any increases).Permitted Refinancing Debt in respect thereof.88 (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety one hundred twenty (90120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).100,000,000 in the aggregate at any one time outstanding.89 (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. 86 Section 9.01(c) added by the 4th Amendment. 87 Section 9.01(d) added by the 4th Amendment. 88 Amended by the 1st Amendment. 89 Amended by the 1st Amendment. (f) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Permitted Debt incurred after the First Amendment Effective Date, the principal amount of which does not exceed $750,000,000 in the aggregate at any one time outstanding and any guarantees thereof; provided that that, except to the extent such Permitted Debt constitutes Permitted Refinancing Debt, (i) the Borrower shall furnish notice to the Administrative Agent of such Permitted Debt contemporaneously with the incurrence of such Debt, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iiiii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) such Permitted Debt does not mature have a scheduled maturity sooner than the date which is one year after the Maturity Date, and (ivvi) concurrently with the terms incurrence of such Permitted Debt are not materially more onerous(except to the extent such Permitted Debt constitutes Permitted Refinancing Debt issued in exchange for or to Redeem or otherwise refinance outstanding Permitted Debt), taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.Borrowing Base is adjusted pursuant to Section 2.07(e).90 (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 75,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.outstanding.91

Debt. The Parent Guarantor Credit Parties will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Loans, other Secured Obligations and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between or among (i) the Parent Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or between Subsidiaries (iii) the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Administrative Agent for the benefit of the Lenders, the Borrower or one of its Wholly-Owned Subsidiariesa Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Parent Guarantor Borrower or a Guarantor any Credit Party shall be subordinated to the Indebtedness Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement. (gc) endorsements of negotiable instruments for collection in the ordinary course of business. (hd) Debt of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and which do not constitute Debt for borrowed money. (e) Debt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, construction or improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed $25,000,000. (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) at the time of incurring such Debt (A) no Default has occurred both before and is then continuing and (B) no Default would result from the incurrence of such Debt immediately after giving effect to the incurrence of such Debt Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (and after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iii) immediately after the incurrence of such incurrenceDebt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii), ; (iiiv) such Debt does not have any scheduled principal amortization prior to one year the date that is 91 days after the Maturity Date, ; (iiiv) such Debt does not mature sooner than one year the date that is 91 days after the Maturity Date, ; (ivvi) the economic terms of such Debt are not materially more onerousand any guarantees thereof, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for issuers of similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.good faith;

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising Debt under the Loan Documents.; (bii) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the Financial Statements and Schedule 9.02 aggregate $100,000,000 (or, to the extent created, incurred or assumed while the Investment Grade Ratings are maintained, $300,000,000) at any time outstanding; (iii) Capitalized Leases not to exceed in the aggregate $250,000,000 (or, to the extent created, incurred or assumed while the Investment Grade Ratings are maintained, $750,000,000) at any time outstanding; (iv) the Surviving Debt, and any renewals Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and extensions of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and no Loan Party or Subsidiary of a Loan Party shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (but if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not any increases).exceed the then applicable market interest rate; (cv) accounts payable Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time exchange rates incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance consistent with GAAP.prudent business practice; (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (ivi) Debt owed to Atlas Americathe Borrower or a wholly owned Subsidiary of the Borrower, Inc. not to exceed $50,000,000 which Debt shall (x) in the aggregate; providedcase of Debt owed to a Loan Party, that, all such debt shall constitute Pledged Debt and (y) be unsecured and subordinated to otherwise permitted under the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect provisions of any Debt.Section 5.02(f);

Debt. The Parent Guarantor will Borrower shall not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incureither directly or indirectly, create, assume assume, incur or suffer to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) the Indebtedness arising Obligations under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the other Loan Documents.; (b) Debt obligations of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).Borrower for Taxes, assessments, municipal or other governmental charges; (c) obligations of the Borrower for accounts payable and accrued expensespayable, liabilities or other obligations to pay the deferred purchase price of Property or servicesthan for money borrowed, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.business; (d) Debt Bank Product Obligations under Capital Leases a Hedging Agreement incurred in favor of the Lender or an Affiliate thereof for bona fide hedging purposes and not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).for speculation; (e) Debt associated with worker’s compensation claimsdescribed on Schedule 9.1 and any extension, performancerenewal or refinancing thereof so long as the principal amount thereof is not increased; (f) Debt of the Borrower evidenced by Capitalized Lease Obligations and purchase money Debt [(including obligations in respect of mortgages, bidindustrial revenue bonds, surety or industrial development bonds and similar bonds or surety obligations required by Governmental Requirements or third parties financings) in connection with the operation acquisition, construction, installation, repair, replacement or improvement of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary fixed or between Subsidiaries to the extent permitted by Section 9.05(g)capital assets; provided that in no event shall the aggregate principal amount of all such Debt is not held, assigned, transferred, negotiated incurred or pledged assumed in each case after the date hereof pursuant to this clause (g) exceed $1,000,000.00 (measured at the time of incurrence) at any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.time outstanding; (g) endorsements intercompany loans; (h) Debt incurred by the Borrower arising from agreements providing for indemnification or from guaranties or letters of negotiable instruments for collection credit, surety bonds or performance bonds securing the performance of the Borrower pursuant to such agreements, in connection with Dispositions of any business or assets permitted by this Agreement; (i) Debt of the Borrower which may be deemed to exist pursuant to any guaranties not in respect of borrowed money, performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business; (j) Debt of the Borrower in respect of cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; or (k) Debt of the Borrower consisting of insurance premium financing in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gd) endorsements of negotiable instruments for collection in the ordinary course of business. (he) Debt now or hereafter outstanding under the Senior Notes Credit Agreement (and any guaranties thereof by the Guarantors), provided that (i) no part of the Debt owing under the Senior Credit Agreement is subordinated in right of payment to any other Debt owing under the Senior Credit Agreement and (ii) at the time each such item of incurring such Debt is incurred (A) no Default has occurred and is the aggregate amount thereof does not exceed the "Borrowing Base" then continuing in effect under the Senior Credit Agreement (or, if such "Borrowing Base" ever ceases to exist or diverges materially from a conventional commercial bank borrowing base, does not exceed a conventional commercial bank borrowing base) and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment Debt, no Default or Event of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesDefault then exists under Section 9.01. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jf) other Debt not to exceed $50,000,000 2,000,000 in the aggregate at any one time outstanding. Notwithstanding . (g) Debt arising pursuant to the foregoingSenior Credit Agreement, no Subsidiary which is a Partnership shall incur or become liable in respect of including any Debt associated with Swap Agreements secured pari passu with such Debt.

Debt. The Parent Guarantor will not, and will not No Borrower shall permit any Subsidiary (other than Unrestricted Subsidiaries) tothat is not a Borrower to issue, incur, createassume, assume create or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Indebtedness arising under Obligations owing to the Loan Documents or any guaranty of or suretyship arrangement for Administrative Agent, the Indebtedness arising under L/C Issuers and the Loan Documents.Lenders (and their Affiliates); (b) Debt obligations arising out of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements entered into with financial institutions in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred connection with bona fide hedging activities in the ordinary course of business which are and not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.speculative purposes; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases endorsement of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety items for deposit or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation collection of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection commercial paper received in the ordinary course of business.; (d) intercompany advances from time to time among the Borrowers and the Subsidiaries, and Guarantees and similar undertakings in respect of such obligations; (e) Debt and other liabilities outstanding (or commitments existing) on the date hereof and, to the extent in excess of $25,000,000 in principal amount, listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt or other liabilities, as the case may be, is not increased at the time of such refinancing, refunding, renewal or extension except (x) by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, or (y) to the extent otherwise permitted by this Section 8.7; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, and Debt which is assumed in connection with any Acquisition or other investment after the date hereof, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated, or at the time of such Acquisition or other investment (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower or such Acquisition or other investment, as applicable); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Subsidiary of any other Debt permitted under this Section 8.7; and (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed and (ii) obligations in respect of letters of credit; provided that the sum of the aggregate outstanding principal amount of such Debt and other obligations incurred pursuant to Atlas Americathis clause (h) (when taken together, Inc. not to exceed $50,000,000 but in the aggregate; providedcase of such obligations in clause (ii), that, all only including the amount of obligations constituting reimbursement obligations with respect to such debt shall be unsecured and subordinated letters of credit to the Indebtedness on terms and conditions reasonably satisfactory extent drawn) plus (without duplication) the aggregate outstanding principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not at any time exceed 12.5% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower for which financial statements have been (or are required to have been) delivered to the Administrative AgentAgent pursuant to Section 8.5(a) or (b). (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor and the Borrowers will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under Notes and the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documentsother Indebtedness. (b) Debt of the Parent Guarantor and its Subsidiaries Credit Parties that is both (i) existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but ii) not any increases)of a type permitted under clauses (a) through (l) of this Section; provided that the principal amount of such Debt may not be increased. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business business, of which no more than $5,000,000 (in the aggregate) are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT (fe) intercompany Debt between the Parent Guarantor any Borrower and any Subsidiary or between Subsidiaries other Borrower so long as the Equity Interests of each such Borrower have been pledged pursuant to the extent permitted by Section 9.05(g)a Pledge Agreement; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Borrower for which the Parent Guarantor or one Equity Interests of its Wholly-Owned Subsidiariessuch Borrower have been pledged pursuant to a Pledge Agreement, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor Borrower shall be subordinated to the Indebtedness on terms set forth in (and each Borrower hereby agrees that if an Event of Default shall have occurred and be continuing, such Borrower will not permit any other Borrower to repay and such Borrower will not accept payment from any other Borrower of, such indebtedness permitted under this clause (d) or any part thereof without the Guaranty Agreementprior written consent of Lenders). (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, in each case, issued on or prior to January 18, 2007 and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion. (h) Senior Notes provided Additional Permitted Debt and guarantee obligations of any Credit Party in respect thereof; provided, that (i) at such guarantee obligations are on terms and conditions satisfactory to the time Administrative Agent in its sole discretion, (ii) the aggregate principal amount of incurring such Additional Permitted Debt (A) no Default has occurred and is then continuing incurred during the term of this Agreement shall not exceed $300,000,000 and (Biii) no Default would result from upon the issuance or incurrence of such Debt any Additional Permitted Debt, after giving effect to any Automatic Debt Issuance Redetermination required under Section 2.07(d) and any mandatory prepayment required under Section 3.04(c)(iii), the incurrence total Credit Exposures of all of the Lenders does not exceed the Borrowing Base. (i) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(a). (j) Debt (other than in connection with a loan or lending transaction) incurred in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 ▇▇▇▇▇ or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to refer to or include any long term debt. (k) Debt of Real Estate obtained for purposes of (i) building expansion and the refinancing of existing Debt related to real estate at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, and (ii) acquisitions of property for field offices, limited to no more than $17,250,000, in the aggregate, secured by real estate (and specifically no Oil and Gas Properties or other Collateral of the Lenders or Administrative Agent shall be provided by any Credit Party to secure such Debt of Real Estate), and guarantee obligations (on terms and conditions satisfactory to the Administrative Agent in its sole discretion) of any Credit Party in respect thereof; provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such real estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT (l) Indebtedness which represents an extension, refinancing, or renewal of any of the foregoing; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest paid in connection with any concurrent repayment of Debt with the proceeds of such incurrenceextension, refinancing or renewal), (ii) the interest rate of such Debt does is not have any scheduled amortization increased (except that extensions, refinancings or renewals of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and/or Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, in each case, issued on or prior to one year after January 18, 2007 may increase the Maturity Dateinterest rate applicable to such Permitted Bond Debt on the date hereof by no more than three percent (3%) per annum), (iii) any Liens securing such Debt does are not mature sooner than one year after the Maturity Dateextended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed (and, with respect to Permitted Bond Debt, such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted Bond Debt becoming due earlier than the date that is 180 days following the Maturity Date), (vi) the terms of any such Debt extension, refinancing, or renewal are not materially more onerousless favorable to the obligor thereunder, taken as a whole, than the original terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are on prevailing market terms for similar situated companiesat least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (im) Debt owed to Atlas Americaliabilities on any Swap Agreement permitted hereunder, Inc. not to exceed $50,000,000 in including those resulting from the aggregate; providedrequirements of, thator compliance with, all such debt shall be unsecured ASC Topic 815 and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative AgentASC Topic 410. (jn) other Debt including, without limitation, Equipment and Fixture Financing Debt not to exceed $50,000,000 40,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. Documents and (bii) Debt of the Parent Guarantor and its Subsidiaries existing outstanding on the date hereof (provided that any Debt that is reflected in excess of $1,000,000 individually or $5,000,000 in the Financial Statements and aggregate shall only be permitted under this clause (ii) to the extent such Debt is listed on Schedule 9.02 and any renewals and extensions thereof (but not any increases9.02(a).); (cb) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater overdue for a period of more than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.; (c) Debt under Capital Leases and purchase money Debt in an aggregate amount not to exceed two percent (2%) of the then effective Borrowing Base (as measured at the time any such Debt is incurred); (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fe) intercompany Debt between incurred by (a) a Loan Party owing to Holdings, the Parent Borrower or any Subsidiaries; provided that any such Debt owed by a Loan Party to a Subsidiary that is not a Guarantor and shall (A) be evidenced by the Intercompany Note or (B) otherwise be subject to subordination terms substantially identical to the subordination terms in the form of Intercompany Note set forth in Exhibit I or (b) any Restricted Subsidiary that is not a Guarantor owing to the Borrower or any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.9.05; (gf) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) Debt of the Borrower owing to any Equity Interest holder of the Borrower that is a Permitted Holder (“Capital Debt”) that (a) is unsecured, (b) is fully subordinated in right of payment and liquidation to the Indebtedness on written terms reasonably acceptable to the Administrative Agent, (c) has a scheduled maturity date that is no earlier than one year after the Maturity Date in effect at the time of such issuance, (d) does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date in effect at the time of such issuance, (e) does not provide for any payments of interest (other payments made with common Equity Interests of the Borrower and payments made in kind by adding to the principal thereof) on any date prior to one year after the Maturity Date in effect at the time of such issuance, (f) does not (A) have any financial covenants or any other affirmative or negative covenants that are more restrictive than under this Agreement or (B) contain cross defaults to or for any other Debt, (g) does not have any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify or otherwise supplement this Agreement or the other Loan Documents, (h) does not have any restrictions on the ability of the Borrower or any of its Restricted Subsidiaries to guarantee the Indebtedness or pledge assets as collateral security for the Indebtedness, (i) is not guaranteed by any Restricted Subsidiary of the Borrower and (j) is not assignable or transferable to any Person who is not a Permitted Holder; (h) Senior Guarantees of the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or such Restricted Subsidiary otherwise permitted hereunder; provided that (i) if the Debt being guaranteed under this Section 9.02(h) is subordinated to the Indebtedness, such guarantee shall be subordinated to the guarantee of the Indebtedness under the Guaranty and Pledge Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Debt and (ii) no guarantee by any Restricted Subsidiary of any Permitted Notes or Second Lien Obligations shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Indebtedness pursuant to the Guaranty and Pledge Agreement; (i) Debt (other than Debt for borrowed money) secured by Liens permitted under clauses (c) and (d) of the definition of Excepted Liens; (j) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (k) any Permitted Notes or Second Lien Obligations issued or incurred by the Borrower or any Guarantor and any guarantees of such Debt by any Guarantor, provided that (i) at the time of incurring such Debt (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or would immediately result from the incurrence thereof (after giving any concurrent repayment of any other Debt with the proceeds of such Debt) or (B) if the proceeds of such Debt are being used to finance a Permitted Acquisition, no Payment or Bankruptcy Event of Default has occurred and is then continuing or would immediately result therefrom (after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrenceDebt), (ii) such Debt does not have provide for any scheduled amortization repayment (including amortization) or mandatory redemption prior to ninety-one year days after the Maturity DateDate as in effect on the date of incurrence thereof (other than customary amortization of 1.0% per annum and customary offers to purchase upon a change of control, AHYDO payments, customary asset sale or casualty or condemnation events and customary acceleration rights after an event of default or terms not materially more restrictive on the Borrower and its Restricted Subsidiaries than the Existing Second Lien Facility), (iii) such Debt does not mature sooner than have a stated maturity date prior to ninety-one year (91) days after the Maturity Date, (iv) if such Debt is in respect of Second Lien Obligations, it shall at all times be subject to a Customary Intercreditor Agreement and (v) the terms financial and negative covenants and events of default of such Debt are not materially more onerous, (A) taken as a whole, not materially less favorable to the Borrower and its Restricted Subsidiaries than such terms in this Agreement (provided that a certificate of an Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter time as the Administrative Agent may agree) prior to the incurrence or issuance of such Debt, together with a reasonably detailed description of such terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas Americaor drafts of the documentation relating thereto, Inc. not to exceed $50,000,000 stating that the Borrower has determined in the aggregate; provided, that, all good faith that such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement), (B) are reasonably satisfactory to the Administrative Agent.Agent or (C) incorporated into this Agreement; (jl) other Second Lien Obligations existing or committed as of the Closing Date in respect of the Existing Second Lien Facility, the Existing Notes and any Permitted Refinancing Debt in respect of the foregoing (and any such Permitted Refinancing Debt) in an aggregate principal amount outstanding not to exceed $50,000,000 1,850,000,000 plus any Permitted Refinancing Increase in respect of the foregoing Debt; provided that, in the aggregate case of any Second Lien Obligations (including any Permitted Refinancing Debt constituting Second Lien Obligations), such Second Lien Obligations are at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is all times subject to a Partnership shall incur or become liable Customary Intercreditor Agreement; (m) (i) Permitted Refinancing Debt in respect of any Debt permitted under Sections 9.02(a)(ii), 9.02(c), 9.02(g) and 9.02(k) and (ii) any subsequent Permitted Refinancing Debt which relates to the Permitted Refinancing Debt otherwise permitted by this subsection; provided that, for both clauses (i) and (ii), any such Permitted Refinancing Debt in respect of Capital Debt, complies with the requirements of Section 9.02(g) or is on terms reasonably satisfactory to the Administrative Agent and (B) any such Permitted Refinancing Debt constituting Second Lien Obligations is subject to a Customary Intercreditor Agreement; and (n) other additional Debt and any Permitted Refinancing Debt in respect thereof, provided that no additional Debt may be incurred under this Section 9.02(n) if, at the time of incurrence, the sum of (i) the principal amount of any Debt to be incurred plus (ii) the aggregate principal amount of Debt incurred pursuant to this Section 9.02(n) outstanding at the time of such new incurrence exceeds (after giving effect to the use of proceeds thereof) the greater of $50,000,000 and seven percent (7.0%) of Consolidated Net Tangible Assets (measured, subject to Section 1.06, as of the last day of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.01) plus any Permitted Refinancing Increase in respect of the foregoing Debt.

Debt. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.. CREDIT AGREEMENT (gd) endorsements of negotiable instruments for collection in the ordinary course of business. (he) Senior Notes Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof, provided that (i) (A) at the time of incurring such Debt (A) is incurred, no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base as adjusted pursuant to Section 9.02(e)(vii), (iii) such Debt does not have any scheduled amortization prior to one year four years after the Maturity Date, (iiiiv) such Debt does not mature sooner than one year four years after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and ; (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative AgentAgent and the Majority Lenders, (vi) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to the Indebtedness and (vii) prior to the incurrence of such Debt, the Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Majority Lenders have elected not to adjust the Borrowing Base. (jf) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit Neither the Borrower nor any Subsidiary (other than Unrestricted Subsidiaries) to, will incur, create, assume or suffer to exist any Debt, except: (a) the The Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 Statements, and any renewals and extensions thereof (but not any increases)Permitted Refinancing Debt in respect thereof. (c) accounts Accounts payable and accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action or as to which additional material supporting documentation has been requested but not yet received and for which which, in either case, adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)7,500,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas PropertiesProperties of the Borrower and its Subsidiaries. (f) intercompany Intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Guarantee and Collateral Agreement. (g) endorsements Endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that Debt (i) at under the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (Senior Notes and any concurrent repayment guarantees thereof, the principal amount of Debt with the proceeds of such incurrence), (ii) such Debt which does not have any scheduled amortization prior exceed $150,000,000 in the aggregate; provided, however, the Borrower may incur up to one year after an additional $100,000,000 in Debt under the Maturity DateSenior Notes Indenture and evidenced by Senior Notes, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerouson terms, taken as a whole, no more restrictive on the Borrower than the terms of this Agreement the Senior Notes Indenture and the other Loan Documents Senior Notes as they exist on the Closing Date, so long as at the time of and immediately after giving effect to each incurrence of such additional Debt, no Default shall have occurred and be continuing, and (vii) such which constitutes Permitted Refinancing Debt of any Debt described in clause (i) of this Section 9.02(h) and any guarantees thereof are on prevailing market terms thereof. Immediately upon each incurrence of additional Debt permitted by clause (i) of the first sentence of this Section 9.02(h), the Borrowing Base shall automatically reduce by $0.25 for similar situated companieseach $1.00 of such additional Debt incurred (i.e. $100,000,000 incurred results in a $25,000,000 automatic reduction in the Borrowing Base). The Debt permitted by this Subsection 9.02(h) shall include the refinancing of such permitted Debt up to a maximum aggregate principal amount of $250,000,000. (i) Debt owed Purchase money obligations of the Borrower or the Guarantors of up to Atlas America$5,000,000 at any time for the purchase of equipment, Inc. so long as the purchase money obligation as to any individual item of equipment does not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentfair market value thereof. (j) other Debt incurred under the Lease dated August 12, 1999, as amended, between the Borrower (as tenant) and P▇ ▇▇▇▇▇▇▇ Associates, L.P. (as landlord) covering the Borrower’s office located at 2▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New Orleans, Louisiana 70170-3400. (k) Debt incurred under the Office Space Lease Agreement dated February 26, 1989 between H▇▇▇-▇▇▇▇▇▇▇ Oil Company (later merged into the Borrower) and RBC Limited, as amended (including subleases of rights thereunder), covering the office of Delaware EPL of Texas, LLC located at 7▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. (l) Debt in respect of income taxes payable, but not overdue. (m) Debt in respect of accrued abandonment liabilities. (n) Debt arising out of Hedging Agreements permitted hereby. (o) Debt of the Borrower under the Earnout Agreement. (p) Debt of the Borrower under the Redfish Synthetic Lease. (q) Other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Parent, OP LLC, the Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)25,000,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Parent, OP LLC, the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that (g) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (h) any such Debt owed by either the Parent Guarantor Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that and Security Agreement and (i) at the time of incurring any such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does shall not have any scheduled amortization prior to one year after the Maturity DateAugust 5, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies2018. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety one hundred twenty (90120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)5,000,000. (e) Debt associated with worker’s 's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Debt under the Convertible Promissory Note. (i) Debt subordinated to the Indebtedness and any guarantees thereof, provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such 69 incurrence), (iiiii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Debt does not have any scheduled amortization prior to one year four years after the Maturity Date, (iiiv) such Debt does not mature sooner than one year four years after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (vvi) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative AgentAgent and the Super-Majority Lenders, and (vii) prior to the incurrence of such Debt, the Super-Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Super-Majority Lenders have elected not to adjust the Borrowing Base. (j) other Debt not to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Each of the Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of their respective subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Obligations and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.in respect thereof; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt arising under Capital Leases and Debt incurred in connection with purchase money indebtedness (i) existing as of the Effective Date and reflected on Schedule 9.02(b) and (ii) otherwise not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).10,000,000 in the aggregate at any one time outstanding; (ec) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties Requirements, in each case, incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties.; (fd) unsecured intercompany Debt between or among Loan Parties (other than the Parent Guarantor and any Subsidiary or between Subsidiaries Parent) to the extent permitted by Section 9.05(g9.07(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.Parent); (ge) endorsements of negotiable instruments for collection in the ordinary course of business.; (f) Debt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (h) Senior Notes Debt of the Parent, the Borrower or any other Loan Party incurred in respect of the Term Loan B Facility, subject to the terms of the Collateral Agency Agreement, up to an aggregate principal amount not to exceed $285,000,000 plus any increase thereto as a result of any interest owing their under being capitalized and added to the principal amount of such Debt for a maximum of two quarters’ worth of interest so capitalized at any time, and any Debt that refinances, refunds, replaces or Redeems the Term Loan B Facility in its entirety (such refinancing, refunding, replacement or Redeeming Debt and any such subsequent refinancing, refunding, replacement or Redeeming Debt in respect thereof, the “Refinancing Debt”) and, in each case, any subsequent Refinancing Debt; provided that that: (i) at such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the time Maturity Date (other than any change of incurring control, casualty or condemnation event prepayments or customary acceleration rights after an event of default); (ii) such Debt shall not mature earlier than 180 days after the Maturity Date; (iii) such Debt (and the documents governing such Debt) shall (A) contain no Default has occurred and financial covenant that is then continuing more restrictive or onerous with respect to the Loan Parties than the financial covenants in the Term Loan B Facility, and (B) no Default would result from not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect to the incurrence of Loan Parties than those contained in the Term Loan B Facility on the Effective Date; (iv) the documentation governing such Debt shall not contain any restriction on the ability of the Borrower or any Loan Party to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents other than provisions that are no more onerous than those set forth in the Term Loan B Facility or the Collateral Agency Agreement, in each case on the Effective Date; (v) after giving effect to the incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist; (and any concurrent repayment vi) after giving effect to the incurrence of Debt such Debt, the Borrower is in pro forma compliance with the proceeds covenants set forth in Section 9.01; (vii) the principal amount of such incurrence)Debt does not exceed the principal amount of the Debt being refinanced, refunded, replaced or otherwise Redeemed except by an amount equal to reasonable unpaid accrued interest and premiums (iiincluding tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing or replacement; (viii) the average life to maturity of such Refinancing Debt is greater than or equal to that of the Debt being refinanced; (ix) no Refinancing Debt shall have different obligors, or greater guarantees or security, than the Debt being refinanced; (x) such Debt does not have any scheduled amortization prohibit the prior repayment of the Loans; and (xi) the Refinancing Debt may be secured by the Collateral, subject to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.Collateral Agency Agreement; (i) Debt owed up to Atlas America, Inc. an aggregate principal amount not to exceed $50,000,000 in 25,000,000 at any one time; provided that the aggregatedebt permitted under this Section 9.02(i) may only be incurred after the occurrence of the Zero Exposure Effective Date; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.and (j) other Debt not otherwise permitted by the foregoing clauses of this Section 9.02 up to an aggregate principal amount not to exceed $50,000,000 in the aggregate 10,000,000 at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debttime.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable purchase money Debt and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)20,000,000 in the aggregate. (ed) Debt associated with worker’s workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $10,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under the Senior Notes provided that and any guarantees thereof by the Guarantors, the principal amount of which does not exceed $250,000,000 in the aggregate. (i) at Debt under the time Senior Subordinated Notes and any guarantees thereof by the Guarantors, the principal amount of incurring such which does not exceed $275,000,000 in the aggregate. (j) Debt outstanding under one or more unsecured short term credit facilities the principal amount of which does not exceed $30,000,000 in the aggregate. (Ak) no Default has occurred Debt under Permitted Additional Notes and is then continuing and any guarantees thereof by the Guarantors (B) no Default would result from including any Persons becoming Guarantors simultaneously with the incurrence of such Debt Debt), provided that: (i) immediately before, and after giving effect to to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (ii) the cash pay interest rate on such Debt does Permitted Additional Notes is reasonably satisfactory to the Administrative Agent, (iii) such Permitted Additional Notes do not have any scheduled amortization of principal prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) such Permitted Additional Notes have a stated maturity no earlier than five (5) years after the terms of such Debt are not materially more onerousMaturity Date, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt Permitted Additional Notes do not have mandatory redemption events that are not Events of Default hereunder, (vi), such Permitted Additional Notes do not prohibit prior repayment of Loans, and (vii) at the time any guarantees such Permitted Additional Notes are issued or assumed, the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of 0.30 multiplied by the stated principal amount of such Permitted Additional Notes, rounded to the nearest $1,000,000, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof are on prevailing market terms for similar situated companieshereunder. For purposes of this Section 9.02(k), the “stated principal amount” shall mean the stated face amount of the Permitted Additional Notes without giving effect to any original issue discount. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jl) other Debt not to exceed $50,000,000 25,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans and any other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and its Subsidiaries the Credit Parties existing on the date hereof that is reflected in the Financial Statements and or in Schedule 9.02 9.02, including the Existing Senior Notes, and any renewals and extensions thereof (but not any increases)Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (hg) Permitted Additional Senior Notes issued by the Parent Guarantor and any guarantees of such Debt by the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to ninety-one year days after the Maturity Date, (iii) such Debt does not mature sooner than one year four years after the Maturity Date, (iv) the terms covenants of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and Documents, (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (vi) the Borrowing Base is reduced as pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vii) the aggregate principal amount of such Permitted Additional Senior Notes does not exceed $700,000,000 at any time; and any Permitted Refinancing Debt in respect thereof. (h) Debt secured by Liens permitted under Section 9.03(d) in an aggregate principal amount at any time not to exceed $20,000,000 . (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; providedform of guaranties by the Parent Guarantor, that, all such debt shall be unsecured the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and subordinated (B) other Subsidiaries to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentextent an Investment would be permitted under section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed $50,000,000 100,000,000 (measured as of the date of incurrence) in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness Notes or other Obligations arising under the Loan Documents. (b) Debt of Borrower and its Subsidiaries with respect to the Parent Guarantor Senior Notes. (c) Debt of the Borrower and its Subsidiaries under the LC Facility. (d) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)9.02. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties parties, including, guarantees and obligations of the Borrower and its Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed), in connection with the operation of the Oil and Gas PropertiesProperties in the ordinary course of business. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g)9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Debt incurred in the ordinary course of Borrower’s business in connection with Swap Agreements provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt they are not materially more onerous, taken as a whole, than the terms permitted under Section 9.17 of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesAgreement. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in of Unrestricted Subsidiaries for which neither the aggregate; provided, that, all such debt Borrower nor any Restricted Subsidiary shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentliable as an obligor, under any guarantee or otherwise. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debtunder Swap Agreements permitted by Section 9.17.

Debt. (a) The Parent Guarantor will Borrower shall not, and will shall not permit any Subsidiary (other than Unrestricted Subsidiaries) of its Material Subsidiaries to, create, incur, create, assume or suffer permit to exist any Debt, except: (ai) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising Debt created under the Loan Documents.; (bii) Debt owing to the Bond Parties; (iii) other Debt existing on the First Amendment Effective Date and (other than Debts that, individually, do not exceed $5,000,000 and, in the aggregate, do not exceed $25,000,000 in principal amount) listed in Schedule 6.01; (iv) Debt of Material Subsidiaries to the Borrower or to other Material Subsidiaries; (v) Debt of the Parent Guarantor Borrower and its Material Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increasesincluding, without limitation, Capital Lease Obligations) secured by Liens permitted under clause (b). , clause (c) accounts payable and accrued expenses, liabilities or other clause (d) of Section 6.02 hereof or under clause (b) of the definition of Permitted Liens; (vi) obligations to pay the deferred purchase price of Property or services, from time to time incurred under Hedging Agreements in the ordinary course of business which are not greater than ninety (90) days past of the date of invoice or which are being contested in good faith by appropriate action Borrower and for which adequate reserves have been maintained in accordance with GAAP.the Subsidiaries; (dvii) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases letter of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety credit reimbursement obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business.business of the Borrower and the Subsidiaries; (hviii) Senior Notes provided Debt in respect of netting services, overdraft protection and similar customary services in connection with deposit accounts as part of cash management programs in the ordinary course of business of the Borrower and the Subsidiaries; (ix) Subordinated Debt that is unsecured; (ix) at Debt of any Person that exists immediately prior to its becoming a Material Subsidiary pursuant to the time provisions of incurring this Agreement so long as such Debt (A) no Default has occurred and is then continuing Debt was not incurred in connection with or in anticipation of its becoming a Material Subsidiary and (B) no Default would result from the incurrence holder of such Debt after giving effect has no recourse in respect thereof against the Borrower, any other Material Subsidiary or any property thereof (unless such recourse existed prior to its becoming a Material Subsidiary and not in connection therewith or in anticipation thereof); (xi) Guarantees of Debt permitted under clauses (i) through (xi), inclusive, above; and (xii) Refinancings of the incurrence Debt permitted under clauses (ii) and (iii), but only so long as (A) there is no increase in, or shortening of the maturity of, the principal amount of such Debt and (and any concurrent repayment B) in the case of the Debt with the proceeds of such incurrence), permitted under clause (ii) only, any such refinancing is effected in order to permit the Borrower and the Subsidiaries greater flexibility in the sale of Equity Interests of a Designated Subsidiary and complies with the requirements for amendments, waivers and modifications contained in Section 6.07(a); provided that if any such Debt does not have any scheduled amortization prior to one year after the Maturity Dateunder clause (ii) is so refinanced, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of then references in this Agreement and the other Loan Documents to, as applicable, the 2001 Indenture, the 2003 Indenture and the 2005 Indenture (vand the Bond Trustee and Bond Parties thereunder) shall be deemed to refer to the indenture that governs such refinanced Debt (and any guarantees thereof are on prevailing market terms for similar situated companiesthe trustee and holders thereunder). (ib) Debt owed to Atlas America, Inc. The Borrower shall not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentissue Current Redeemable Equity. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Obligations arising under the Loan Documents or any guaranty guarantee of or suretyship arrangement for the Indebtedness Obligations arising under the Loan Documents.; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including obligations in respect of Capital Leases or Synthetic Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 9.02(b) shall not exceed, at the time of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and incurrence thereof 2% of Consolidated Net Tangible Assets at any renewals and extensions thereof (but not any increases).time outstanding; (c) accounts payable Debt consisting of obligations under performance bonds, bid bonds, appeal bonds and accrued expenses, liabilities sureties or bonds and similar obligations provided to any Governmental Authority or other obligations to pay the deferred purchase price Person and assuring payment of Property or services, from time to time incurred in the ordinary course contingent liabilities of business which are not greater than ninety a Loan Party (90i) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the its Oil and Gas Properties., including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, or (ii) otherwise in the ordinary course of business; (fd) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary Guarantor or between Subsidiaries Guarantors to the extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that the Guarantors and (2) any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty Agreement.; (ge) endorsements of negotiable instruments for collection in the ordinary course of business; (f) Indebtedness owed to insurance companies for premiums on policies required by the Loan Documents. (hg) Senior Notes Debt (i) consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority or by third parties in the ordinary course of business, and (ii) in respect of health, disability or other employee benefits or property, casualty or liability insurance, in each case of the foregoing clauses (i) and (ii), (A) pursuant to customary reimbursement or indemnification obligations to such Person, and (B) which Debt is incurred in the ordinary course of business; (A) the Existing Permitted Additional Debt existing on the Effective Date and (B) other unsecured senior notes or unsecured senior subordinated notes of the Borrower, and any guarantees thereof in an aggregate principal amount for the foregoing clause (A) and (B) not to exceed $700,000,000 at any time outstanding; provided that (i) at immediately after giving effect to the time incurrence of incurring any such Debt and the use of proceeds thereof, on a pro forma basis, the Leverage Ratio shall not exceed 2.50 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) no Default has occurred and is then continuing Total Debt outstanding on such date and (B) no Default would result from EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); provided that this Section 9.02(h)(i) shall not apply to the incurrence of any Debt that constitutes a refinancing of other Debt incurred pursuant to this Section 9.02(h) to the extent that the aggregate principal amount of such refinancing Debt does not exceed the sum of (x) the original principal amount of the refinanced Debt and (y) an amount necessary to pay any fees and expenses, including make-whole payments and premiums, related to such refinancing); (ii) both before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Default or Event of Default has occurred and is continuing or would result therefrom; (and any concurrent repayment of Debt with the proceeds of such incurrence), (iiiii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, principal amortization; (iiiiv) such Debt does not mature have a scheduled maturity date or a date of mandatory Redemption in full sooner than one year the date which is 91 days after the Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (ivother than (A) customary change of control tender offer provisions and (B) customary asset sale tender offer provisions; provided that the terms of such Debt do not restrict the payment of any Borrowing Base Deficiency); (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to this Agreement or the Guaranty Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not materially more onerousrestrictive, taken as a whole, on the Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other economic terms), (vB) such Debt and any guarantees thereof are on prevailing market terms for issuers of similar situated companies. size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (iC) do not require the maintenance or achievement of any financial performance standards or ratios other than as a condition to taking specified actions; (viii) if such Debt owed to Atlas Americais senior subordinated Debt, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated Debt is expressly subordinate to the Indebtedness payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.; (ix) the Borrower shall have complied with Section 8.01(m); and (x) the Borrowing Base shall be reduced to the extent required by Section 2.07(f); (ji) other unsecured Debt not to otherwise permitted under the preceding provisions of this Section 9.02; provided that the aggregate principal amount thereof shall not exceed $50,000,000 in the aggregate 15,000,000 at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.time;

Debt. The Parent Guarantor Group will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan DocumentsNotes or other Indebtedness. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and or in Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable Permitted Pari Term Loan Debt and/or Permitted Junior Lien Term Loan Debt, and accrued expensesany guarantees thereof, liabilities incurred on or other obligations prior to pay December 1, 2024, in an aggregate principal amount not to exceed at the deferred purchase price time of Property or servicesincurrence thereof the lesser of (i) 100% of the amount of the Aggregate Elected Revolving Commitment Amount on such date and (ii) an amount equal to the difference of (A) the Available Borrowing Base then in effect on such date minus (B) the Aggregate Elected Revolving Commitment Amount on such date, from time and, in each case, Permitted Refinancing Debt in respect thereof; provided that solely with respect to time incurred in the ordinary course incurrence of business which are not greater than ninety (90) days past any Permitted Pari Term Loan Debt, immediately after giving effect to the date incurrence of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPsuch Permitted Pari Term Loan Debt, there shall be no Term Loans then outstanding. (d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)50,000,000 at any time outstanding. (e) Debt associated with worker’s compensation claimsin respect of performance bonds, performancebid bonds, bidappeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or similar bonds instruments related thereto, in each case, not in connection with money borrowed and provided in the ordinary course of business or surety obligations required by Governmental Requirements or third parties consistent with past practice in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between or among the Parent Guarantor and any Subsidiary or between Subsidiaries Restricted Parties to the extent permitted by Section 9.05(g9.04(b); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Group or one of its Wholly-Owned Subsidiaries, and, provided further, that Subsidiaries or to secure the Indebtedness and any Permitted Secured Term Debt permitted hereunder and (ii) any such Debt owed by either the Parent Guarantor or a Guarantor Credit Party shall be (A) subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing Intercompany Subordination Agreement and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does shall not have any scheduled amortization prior to the date that is one (1) year after the Maturity Date, earlier of (iii) such Debt does not mature sooner than one year after the Maturity Date, (ivx) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents Latest Maturity Date and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.y)

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (dc) Debt under Capital Leases not to exceed the greater of $25,000,000 500,000 or five percent (excluding capitalized leases 5%) of Hydrocarbon Interests)the then effective Conforming Borrowing Base. (ed) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jg) other Debt not to exceed the greater of $50,000,000 500,000 or five percent (5%) of the then effective Conforming Borrowing Base in the aggregate at any one time outstanding. Notwithstanding . (h) Debt under the foregoingSenior Subordinated Convertible Notes, no Subsidiary the principal amount of which is a Partnership shall incur or become liable in respect of any Debtdoes not exceed $9,000,000. (i) non-cash liabilities created by SFAS 133 for Swap Agreements and the Senior Subordinated Convertible Notes and associated warrants.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).200,000 in aggregate principal amount at any time outstanding; (ed) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g9.05(f); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.; (f) Debt now or hereafter outstanding under the Senior Revolving Credit Agreement, provided that the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $50,000,000; (g) endorsements of negotiable instruments for collection in the ordinary course of business.Indebtedness as set forth on Schedule 9.02; and (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 100,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and Borrower will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, to incur, create, assume assume, guarantee or suffer in any other manner become liable with respect to exist or become responsible for the payment of any Debt, exceptDebt other than: (a) unsecured Debt owing to the Indebtedness arising under the Loan Documents Borrower or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.other Subsidiary; (b) guaranties of the Obligations and other Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).Borrower permitted by this Agreement; (c) accounts payable and accrued expensesDebt of Subsidiaries that are Guarantors in an unlimited amount, liabilities or other obligations so long as, after giving effect to pay the deferred purchase price incurrence of Property or servicesany such Debt, from time to time incurred the Borrower is in compliance on a pro forma basis with the ordinary course applicable financial covenant set forth in Section 9.01 as of business which are not greater than ninety (90) days past the date last day of invoice or which are being contested in good faith by appropriate action and the period of four consecutive fiscal quarters of the Borrower most recently ended for which adequate reserves financial statements have been maintained in accordance with GAAP.delivered (or are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt under of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of fixed or capital assets; provided that, with respect to such Capital Leases Lease Obligations or purchase money Debt, (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Liens securing such Debt do not to at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed $25,000,000 (excluding capitalized leases the cost of Hydrocarbon Interests).acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements Requirement or by third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Senior Notes provided that Debt incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result owing to financial institutions arising from the incurrence honoring of such Debt a check, draft or other similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of incurred in reliance on this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. clause (j) other Debt does not exceed an amount equal to exceed $50,000,000 fifteen percent (15%) of Consolidated Net Tangible Assets (as reflected in the aggregate Borrower’s consolidated balance sheet contained in the Borrower’s latest annual or quarterly consolidated financial statements available at any one the time outstanding. Notwithstanding such Debt is incurred); and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt otherwise permitted hereunder which, in the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect case of any Debtsuch extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. The Parent Guarantor will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan DocumentsDocuments or any Secured Swap Agreement. (b) Debt of the Parent Guarantor and its the Restricted Subsidiaries existing on the date hereof Effective Date that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (but other than any increase not exceeding the amount of any increasesfees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)5,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (f) intercompany Debt between the Parent Guarantor Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Parent Guarantor or any Loan Party to a Guarantor Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jg) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Parent is in Pro Forma Compliance with the financial covenants contained in Section 9.01, (iv) the principal amount of such Debt does not exceed $50,000,000 1,000,000 in the aggregate at any one time outstanding. Notwithstanding , and (v) any such Debt has a maturity date not sooner than 180 days after the foregoingMaturity Date. (j) Debt incurred by the entering into of any guarantee of or into another contingent obligation with respect to, no Subsidiary which other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is a Partnership shall incur or become liable permitted under Section 9.05. (k) Obligations in respect of Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17. (l) other unsecured Debt incurred after the Effective Date not to exceed $25,000,000 in the aggregate at any Debttime outstanding.

Debt. The Parent Guarantor will not, and the Borrower will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except:: 85 Section 9.01(b) amended most recently by Thirteenth Amendment. (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries the Borrower existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).Statements.86 (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) 60 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)5,000,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the any Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries Borrower to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned SubsidiariesPerson, and, ; provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at Debt under the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt Second Lien Facility and any guarantees thereof are on prevailing market terms for similar situated companies.thereof, the principal amount of which does not exceed $200,000,000 in the aggregate.87 (i) Debt owed to Atlas Americaunder (i) the Convertible Notes, Inc. not to exceed $50,000,000 (ii) any Permitted Refinancing Debt in respect of the aggregate; provided, that, all such debt shall be unsecured Convertible Notes and subordinated to (iii) any guarantees of the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.foregoing.88 (j) other Debt not to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding. Notwithstanding . (k) Debt under (i) the foregoing2019 High Yield Notes, no Subsidiary which is a Partnership shall incur or become liable (ii) any Permitted Refinancing Debt in respect of the 2019 High Yield Notes and (iii) any Debtguarantees of the foregoing.89 (l) Debt under any Permitted Third Lien Refinancing Debt.90 86 Amended by Thirteenth Amendment. 87 Amended by Thirteenth Amendment. 88 Section 9.02(i) amended by Fourth Amendment and the Thirteenth Amendment. 89 Amended by Thirteenth Amendment. 90 Added by Fourteenth Amendment.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety one hundred twenty (90120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)35,000,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Permitted Debt, the principal amount of which does not exceed $300,000,000 and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iiiii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) such Permitted Debt does not mature sooner than the date which is one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (vvi) such Permitted Debt and any guarantees thereof are subordinated on prevailing market terms for similar situated companiessatisfactory to the Administrative Agent and the Super-Majority Lenders and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 35,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness Notes or other Obligations arising under the Loan Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business with respect to which are not greater no more than ninety (90) 90 days past have elapsed since the date Third Amended and Restated Credit Agreement – Page 89 715347206 14464587 716874472 14464587 of invoice or which that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.; (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty Guarantee Agreement.; (gd) endorsements of negotiable instruments for collection in the ordinary course of business.; (he) Senior Debt of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; (f) Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as of the date on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (i1) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (Unsecured Notes and any concurrent repayment Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of Debt with the proceeds similar type and of such incurrence), (ii) such Debt does like tenor and amount and do not have contain any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerousfinancial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than the terms of those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of Incurrence of such Debt), (2) the final stated maturity date and the other Loan Documents average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not be earlier than 180 days after the Maturity Date (as in effect on the date of Incurrence of such Debt), and (v3) at the time of and immediately after giving effect to each incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (f), the Borrowing BaseRBL Component then in effect shall be automatically reduced by an amount equal to the product of (i) 25% of the aggregate principal amount of such Debt incurred (calculated at the face amount of the Debt incurred without giving effect to any original issue discount) times (ii) the percentage determined by dividing the RBL Component as in effect prior to giving effect to such automatic reduction by the Borrowing Base as in effect prior to giving effect to such automatic reduction and (b) any Permitted Refinancing Debt in respect thereof; (g) Debt of an Obligor in the form of guarantees thereof are on prevailing market terms for similar situated companies.and other “Debt” of the type described in clause (g) or clause (h) of the definition of Debt, in each case, in respect of Debt otherwise permitted under this Section 9.02; (h) Debt outstanding under the Subordinated Notes; and[Intentionally Omitted]; and (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be other unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor and the Borrowers will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume or suffer to exist any Debt, except:: CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries Credit Parties existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business business, of which no more than $500,000 (in the aggregate) are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fe) intercompany Debt between the Parent Guarantor any Borrower and any Subsidiary or between Subsidiaries any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor a Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Bond Debt and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence)Taxes, (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt assessments or other governmental charges which are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof yet due or are on prevailing market terms for similar situated companiesbeing contested in good faith in accordance with Section 8.04(b). (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 (other than in connection with a loan or lending transaction) incurred in the aggregateordinary course of business for drilling, completing, leasing and reworking oil and gas ▇▇▇▇▇ or the treatment, distribution, transportation or sale of production therefrom; provided, thathowever, all such debt Debt shall not be unsecured and subordinated deemed to the Indebtedness on terms and conditions reasonably satisfactory refer to the Administrative Agentor include any long term debt. (j) Debt of Real Estate obtained for purposes of building expansion and the refinancing of existing Debt related to real estate at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, limited to no more than $11,500,000, in the aggregate, secured by real estate (and specifically no Oil and Gas Properties or other collateral of the Lenders or Administrative Agent shall be provided by any Credit Party to secure such Debt of Real Estate); provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such real estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (k) those obligations of Oil resulting from its investment in CEI Bristol. (l) Chaparral’s guaranty of Oil’s performance of its obligations as general partner of CEI Bristol. (m) any renewals or extensions of (but not increases in) any of the foregoing. (n) liabilities resulting from compliance with FASB 133 and FASB 143. (o) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. 130 Section 9.01(b) amended by First Amendment. (b) (i) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof June 9, 2014 that is reflected in the Financial Statements and Schedule 9.02 Statements, and any renewals Permitted Refinancing Debt in respect thereof.131, (ii) Debt of Energen at the time of the Energen Merger and extensions thereof any Permitted Refinancing Debt in respect thereof, and (but iii) Debt of any Permitted Acquisition Target at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof; provided in the instance of Sections 9.02(b)(ii) and (iii), such Debt was not any increases)incurred in connection with such merger or acquisition, as applicable. (c) accounts payable Debt under Capital Leases and accrued expenses, liabilities or other obligations purchase money financings in an aggregate amount not to pay the deferred purchase price of Property or services, from exceed $15,000,00030,000,000 at any one time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.outstanding.132 (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) endorsements of negotiable instruments for collection in the ordinary course of business. (f) intercompany Debt between the Parent Borrower and a Guarantor and any Subsidiary or between Guarantors or between the Borrower or a Restricted Subsidiary and the Unrestricted Subsidiaries to the extent permitted by Section 9.05(g9.05(n); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiariesa Guarantor, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.Agreement.133 (g) endorsements Debt under (i) any Senior Unsecured Notes outstanding on the Effective Date, (ii) any Senior Unsecured Notes issued after the Effective Date and (iii) any Permitted Refinancing Debt in respect of negotiable instruments for collection Debt under this subsection (g). (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas Americaconsisting of the direct or indirect financing or refinancing (including in the form of purchase money financing or a Capital Lease) of real property (other than Oil and Gas Properties) and related assets, Inc. or a Person that owns such real property, in an aggregate principal amount not to exceed $50,000,000 100,000,000 at any one time outstanding, in each case whether incurred contemporaneously with the acquisition of such real property or at a later time, including obligations in the aggregate; provided, that, all such debt shall be unsecured form of a sale and subordinated lease-back transaction entered into subsequent to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.acquisition of such real property.134 (j) other Debt not to exceed $50,000,000 25,000,000100,000,000 in the aggregate at any one time outstandingoutstanding.135 131 Section 9.02(b) amended by First Amendment. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt132 Section 9.02(c) amended by Fifth Amendment. 133 Section 9.02(f) amended by First Amendment. 134 Section 9.02(i) added by Fifth Amendment. 135 Section 9.02(j) amended by Fifth Amendment.

Debt. The Parent Guarantor will Borrower shall not, and will not nor shall it permit any Subsidiary (other than Unrestricted Subsidiaries) to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Borrower owing to the Indebtedness arising under Administrative Agent and the Loan Documents.Lenders (and their Affiliates); (b) Debt obligations of the Parent Guarantor Borrower or any Subsidiary arising out of interest rate, foreign currency, and its Subsidiaries existing on the date hereof that is reflected commodity hedging agreements entered into with financial institutions in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred connection with bona fide hedging activities in the ordinary course of business which are and not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.speculative purposes; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases endorsement of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety items for deposit or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation collection of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection commercial paper received in the ordinary course of business.; (d) intercompany advances from time to time owing by any Subsidiary to the Borrower or another Subsidiary or by the Borrower to a Subsidiary, Guarantees and similar undertakings by the Borrower or a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; 49 #92469623v14 49 (e) Debt outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary; (h) Senior Notes unsecured Debt, Guarantees and other obligations incurred by the Borrower or any Foreign Subsidiary under or with respect to the Revolving Credit Agreement (as amended, amended and restated, replaced or refinanced from time to time); (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) at (when taken together, but in the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence case of such Debt after giving effect obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the incurrence of such Debt extent drawn) plus (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (ivwithout duplication) the terms aggregate principal amount of such Debt are indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not materially more onerous, taken exceed 10% of Consolidated Total Capitalization as a whole, than of the terms most recently ended fiscal quarter of this Agreement and the other Loan Documents and (v) such Debt and Borrower at any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregatetime; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.and (j) other Debt not to exceed $50,000,000 in of the aggregate at any one time outstanding. Notwithstanding Borrower and obligations of the foregoing, no Subsidiary which is a Partnership shall incur or become liable Borrower in respect of any Debtletters of credit not otherwise permitted by this Section 8.7; provided that immediately after the incurrence thereof the Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.

Debt. The Parent Guarantor Borrowers will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrowers and its their Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the due date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)2,500,000. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties any other Person in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrowers and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Parent Guarantor Borrowers or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrowers or a Guarantor Subsidiary shall be subordinated to the Indebtedness on terms set forth in the Guaranty Security Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at Debt under the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (Second Lien Term Loan Agreement and any concurrent repayment guarantees thereof, the principal amount of Debt with the proceeds of such incurrence), (ii) such which Debt does not have any scheduled amortization prior to one year after exceed $100,000,000 in the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesaggregate. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured connection with Swap Agreements and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentpermitted in accordance with Section 9.18. (j) reimbursement obligations under (i) letters of credit outstanding on the date of this Agreement and (ii) other Debt letters of credit provided the aggregate undrawn face amount of such other letters of credit does not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect 20,000,000. (k) guarantees of any DebtDebt otherwise permitted under Section 9.02.

Debt. The Parent Guarantor will not, and Borrower will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, to incur, create, assume assume, guarantee or suffer in any other manner become liable with respect to exist or become responsible for the payment of any Debt, exceptDebt other than: (a) unsecured Debt owing to the Indebtedness arising under the Loan Documents Borrower or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.other Subsidiary; (b) guaranties of the Obligations and other Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).Borrower permitted by this Agreement; (c) accounts payable and accrued expensesDebt of Subsidiaries that are Guarantors in an unlimited amount, liabilities or other obligations so long as, after giving effect to pay the deferred purchase price incurrence of Property or servicesany such Debt, from time to time incurred the Borrower is in compliance on a pro forma basis with the ordinary course applicable financial covenant set forth in Section 9.01 as of business which are not greater than ninety (90) days past the date last day of invoice or which are being contested in good faith by appropriate action and the period of four consecutive fiscal quarters of the Borrower most recently ended for which adequate reserves financial statements have been maintained in accordance with GAAP.delivered (or are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt under of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of fixed or capital assets; provided that, with respect to such Capital Leases Lease Obligations or purchase money Debt, (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Liens securing such Debt do not to at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed $25,000,000 (excluding capitalized leases the cost of Hydrocarbon Interests).acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements Requirement or by third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Senior Notes provided that Debt incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $35,000,000 at any time outstanding; (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result owing to financial institutions arising from the incurrence honoring of such Debt a check, draft or other similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of incurred in reliance on this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. clause (j) other does not exceed an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets; and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt not to exceed $50,000,000 otherwise permitted hereunder which, in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect case of any Debtsuch extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume incur or suffer permit to exist any Debt, except: (a) Debt evidenced by the Indebtedness arising Notes, the Long-Term Credit Facility Notes, the Facility Letter of Credit Obligations or outstanding under the Term Loan Documents Facility, the AIG Loan, the Bridge Loan and any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) existing Debt of Panhandle Eastern and/or any of its Subsidiaries otherwise permitted in the definition of "Panhandle Eastern Acquisition," (ii) any Panhandle Eastern Refinancing Debt, (iii) any loans or advances of proceeds of the AIG Loan, the Bridge Loan and/or the Additional Equity Offering by the Borrower to Southern Union Panhandle for purposes of financing the Panhandle Eastern Acquisition, (iv) any guaranty loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower's other Subsidiaries permitted under Section 9.4(b) and (v) any working capital credit facility or suretyship arrangement for facilities provided directly to Panhandle Eastern and/or any of Panhandle Eastern's Subsidiaries by any party other than the Indebtedness arising under Borrower, so long as the Loan Documents.principal amount of all such outstanding working capital facilities, together with the outstanding principal amount of any working capital loans or advances by the Borrower to Panhandle Eastern and/or any of Panhandle Eastern's Subsidiaries, does not exceed $25,000,000 in the aggregate at any time; (b) Debt of any Subsidiary to the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and Borrower or any renewals and extensions thereof (but not any increases).other Subsidiary; (c) accounts payable Debt existing as of December 31, 2002 as reflected on financial statements delivered under Section 6.2(b) and accrued expenses, liabilities refinancings thereof other than Debt that has been refinanced by the proceeds of Loans or other obligations to pay the deferred purchase price proceeds of Property or services, from time to time incurred the Long-Term Credit Facility; (d) endorsements in the ordinary course of business which are not greater than ninety (90) days past of negotiable instruments in the date course of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).collection; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 9.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and Gas Properties.its Subsidiaries as of the applicable determination date; (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted evidenced by Section 9.05(g)Senior Notes; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements additional Debt of negotiable instruments for collection in the ordinary course Borrower and Structured Securities of business. (h) Senior Notes the Borrower and the Southern Union Trusts provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence issuance thereof, there shall exist no Default or Event of such Debt Default; and: (i) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than (A) 0.65 to 1.00 at all times prior to the date the Exchange Company acquires all stock and any concurrent repayment of Debt other equity interests in Panhandle Eastern in connection with the proceeds Panhandle Eastern Acquisition, (B) 0.75 to 1.00 at all times on and after the date the Exchange Company acquires all stock and other equity interests in Panhandle Eastern in connection with the Panhandle Eastern Acquisition, but before the consummation of such incurrence)either the Additional Equity Offering or the Trunkline LNG Holdings Sale, (C) 0.70 to 1.00 at all times on or after the consummation of either the Additional Equity Offering or the Trunkline LNG Holdings Sale, and (D) 0.65 to 1.00 at all times on and after the earlier to occur of (x) the consummation of both the Additional Equity Offering and the Trunkline LNG Holdings Sale or (y) December 31, 2003; (ii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; provided, however, that if the additional Debt for which the determinations required to be made by this subparagraph (g) will be used to finance in whole or in part the consideration to be paid by the Borrower for the acquisition of any entity otherwise permitted under the terms of this Agreement, the determination of EBDIT for purposes of this ratio shall include not only the EBDIT of the Borrower and its Subsidiaries for the four fiscal quarters most recently ended, but shall also include the EBDIT of such entity to be acquired for such four fiscal quarters most recently ended; and (iii) (A) such Debt does not and Structured Securities shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or "put" to the Borrower or any scheduled amortization Southern Union Trust exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to one year after such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, (iiiy) such additional Debt does shall not mature sooner than one year after the Maturity Date, exceed One Hundred Million Dollars (iv$100,000,000.00) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregateaggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; provided, thathowever, all that for purposes of determining the aggregate amount of such debt additional Debt for purposes of this subclause (y), the Debt of the Borrower under the Term Loan Facility shall not be included and such Debt under the Term Loan Facility shall be unsecured deemed to be permitted Debt for purposes of this subclause (y), and subordinated to (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement, the Indebtedness on terms and conditions reasonably satisfactory to Long-Term Credit Facility Agreement or the Administrative AgentTerm Loan Facility or shall be borrowed from a financial institution that is not a Bank under this Agreement, the Long-Term Credit Facility Agreement or the Term Loan Facility. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Neither the Parent Guarantor MLP nor the Borrower nor any of the other Restricted Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (ac) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.; (bd) Debt of the Parent Guarantor Borrower and its the Restricted Subsidiaries existing on the date hereof Closing Date that is reflected in the Financial Statements and or on Schedule 9.02 9.02(b), and any refinancings, renewals and or extensions thereof (but not any increases).) thereof; (ce) accounts payable and accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not which, if greater than ninety (90) 90 days past the date of invoice or which billing date, are being contested in good faith by appropriate action and for which proceedings if reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP.established therefor; (df) Debt under Capital Leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).10,000,000; (eg) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fh) intercompany Debt between among the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiariesthe Guarantors, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Guarantee Agreement.; (gi) endorsements of negotiable instruments for collection in the ordinary course of business.; (hj) Senior Notes purchase money Debt in respect of property acquired by the Borrower and the Restricted Subsidiaries; provided that the aggregate principal or face amount of all Debt secured under this Section 9.02(h) shall not exceed $10,000,000 at any time; (k) Permitted Subordinate Debt; provided, that contemporaneously with any issuance or incurrence thereof (i) at the time of incurring such Debt (ABorrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have the Borrower shall make any scheduled amortization mandatory prepayment required by Section 2.07(b)(iii), if applicable; (l) Permitted Senior Debt; provided, that immediately prior to one year after the Maturity Date, (iii) such Debt does issuance or incurrence thereof the Mortgaged Properties shall have a PV9% value of not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, less than the terms of this Agreement and the other Loan Documents and (v) such Debt and required Minimum Collateral Value; provided further, contemporaneously with any guarantees issuance or incurrence thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt Borrowing Base shall be unsecured automatically reduced pursuant to and subordinated to in accordance with Section 2.08(f) and (ii) the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (jm) guarantees of Debt of the Parent MLP, the Borrower or any other Restricted Subsidiary otherwise permitted under this Section 9.02; (n) other Debt not to exceed $50,000,000 20,000,000 in the aggregate at any one time outstanding. Notwithstanding ; and (o) the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any DebtPreferred Stock and the Series B Preferred Stock.

Debt. The Parent Guarantor Credit Parties will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Loans, other Secured Obligations and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between or among (i) the Parent Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or between Subsidiaries (iii) the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Administrative Agent for the benefit of the Lenders, the Borrower or one of its Wholly-Owned Subsidiariesa Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Parent Guarantor Borrower or a Guarantor any Credit Party shall be subordinated to the Indebtedness Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement. (gc) endorsements of negotiable instruments for collection in the ordinary course of business. (hd) Debt of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and which do not constitute Debt for borrowed money. (e) Debt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, construction or improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed $2,000,000. (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) at both before and immediately after giving effect to the time incurrence of incurring such Debt (A) Debt, no Default or Event of Default has occurred and is then continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) no Default would result from do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (vii) immediately after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with guarantees thereof, the proceeds of such incurrence), Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (iiviii) such Debt does not have any scheduled amortization prior mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to one year after the Maturity DateSecured Obligations (other than (A) customary offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (iiiii) such Debt does not mature sooner than one year after asset sale or casualty or condemnation event to the Maturity Date, (iv) extent the terms of such Debt are provide that such Debt shall not materially more onerous, taken as a whole, than be required to be repurchased or redeemed until the terms of Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and the (B) customary acceleration rights after an event of default); (ix) no Subsidiary or other Loan Documents and (v) Person is required to guarantee such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in unless such Subsidiary or other Person has guaranteed the aggregate; provided, that, all such debt shall be unsecured and subordinated Secured Obligations pursuant to the Indebtedness Guaranty and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative AgentAgent and (xi) the Borrower shall have complied with Section 8.01(p). (g) Permitted Second Lien Notes and any guarantees thereof existing on or incurred after the Effective Date; provided that (i) the stated principal amount of such Debt incurred after the Effective Date does not exceed $150,000,000, (ii) both before and immediately after giving effect to the incurrence of such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (v) the Borrower shall have complied with Section 8.01(p); (vi) such Debt shall be at all times subject to the Second Lien Intercreditor Agreement and the Secured Obligations shall be secured on a senior priority basis to such Debt (except with respect to any unsecured Permitted Refinancing Debt); (vii) such Debt does not have any scheduled principal amortization; (viii) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (ix) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (x) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (A) customary offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (ii) asset sale or casualty or condemnation event to the extent the terms of such Debt provide that such Debt shall not be required to be repurchased or redeemed until the Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and (B) customary acceleration rights after an event of default); and (xi) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement. (h) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Debt permitted under Section 9.02(f) or Section 9.02(g) or to refinance any outstanding Refinanced Debt, as the case may be. (i) Debt in the form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g). (j) other Debt in an aggregate principal amount not to exceed $50,000,000 in the aggregate 30,000,000 at any one time outstanding. Notwithstanding . (k) the foregoingExisting Notes outstanding on the Effective Date; provided that the remaining outstanding principal balance of the Existing Notes shall be no greater than $0 at all times on or after November 5, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt2018. (l) Indebtedness existing on the Effective Date and set forth on Schedule 9.02.

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.Indebtedness; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (ec) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties and performance bonds issued in connection with the operation of its Properties in the Oil ordinary course of its business; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt existing on the Effective Date and Gas Properties.described in Schedule 9.02 attached hereto; (f) Permitted Refinancing Debt; provided that 100% of the net proceeds of any Permitted Refinancing Debt of the Term Loan are applied to prepay the Term Loans; (g) intercompany Debt (i) between the Parent Borrower and any Guarantor or between Guarantors, and (ii) between the Borrower and any Subsidiary that is not a Guarantor or between any Subsidiaries that are not Guarantors to the extent permitted by Section 9.05(g9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, Subsidiaries that any such Debt owed by either the Parent Guarantor or is a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business.Guarantor; (h) Senior Notes provided that (i) Debt in respect of Capital Leases not exceeding $5,000,000 in aggregate amount equivalent to principal at the any time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.outstanding; (i) Debt owed to Atlas Americasecured by Liens permitted by Section 9.03(f), Inc. not to exceed exceeding $50,000,000 10,000,000 in the aggregateaggregate principal amount at any time outstanding; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.and (j) other Debt not to exceed $50,000,000 7,500,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debtaggregate.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) Debt under the Second Lien Notes and any guarantees thereof and any Permitted Refinancing Debt in respect thereof; provided that, such Debt and the holders thereof shall be at all times subject to and in compliance with the Intercreditor Agreement. (d) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Guarantee and Collateral Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor and the Borrowers will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries Credit Parties existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business business, of which no more than $5,000,000 (in the aggregate) are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT (fe) intercompany Debt between the Parent Guarantor (i) any Borrower and any other Borrower, (ii) any Borrower and any Subsidiary that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, or between Subsidiaries (iii) any Subsidiary that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, and any other Subsidiary that has executed and delivered a Guaranty Agreement and the extent permitted by Section 9.05(g)Equity Interests of which have been pledged pursuant to a Pledge Agreement; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor a Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, and, provided further, that any such Debt owed by either the Parent Guarantor a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Bond Debt and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence)Taxes, (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt assessments or other governmental charges which are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof yet due or are on prevailing market terms for similar situated companiesbeing contested in good faith in accordance with Section 8.04(b). (i) Debt owed (other than in connection with a loan or lending transaction) incurred in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 ▇▇▇▇▇ or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to Atlas Americarefer to or include any long term debt. (j) Debt of Real Estate obtained for purposes of (i) building expansion and the refinancing of existing Debt related to real estate at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., Inc. not ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, and (ii) acquisitions of property for field offices, limited to exceed no more than $50,000,000 17,250,000, in the aggregate; provided, that, all such debt secured by real estate (and specifically no Oil and Gas Properties or other collateral of the Lenders or Administrative Agent shall be unsecured provided by any Credit Party to secure such Debt of Real Estate), and subordinated to the Indebtedness guarantee obligations (on terms and conditions reasonably satisfactory to the Administrative Agent in its sole discretion) of any Credit Party in respect thereof; provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such real estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. (jk) any renewals or extensions of (but not increases in) any of the foregoing. (l) liabilities on any Swap Agreement permitted hereunder, including those resulting from the requirements of, or compliance with, FASB 133 and FASB 143. (m) other Debt not to exceed $50,000,000 30,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoingCHAPARRAL ENERGY, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP[Reserved]. (d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $25,000,000 1,000,000 and (excluding capitalized leases ii) five percent (5%) of Hydrocarbon Interests)the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Debt incurred in connection with the financing of insurance premiums in the ordinary course of business. (i) Specified Additional Debt; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (Debt, no Event of Default shall have occurred and any concurrent repayment of Debt with the proceeds of such incurrence)be continuing, (ii) such Debt does not have any scheduled amortization principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior to repayment in full of the Loans and all other Obligations that are accrued and payable and termination of all Commitments) or maturity date until the date that is one year after hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt does not mature sooner than one year Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after the Maturity Dategiving effect to such adjustment and prepayment, (iv) after giving pro forma effect to the terms incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01(a)(i)), (v) such Debt shall have no financial covenants which are not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are not materially no more onerousrestrictive, taken as a whole, than the terms of non-financial covenants contained in this Agreement and (as determined by the other Loan Documents Borrower in good faith), and (vvii) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.Debt; (j) other Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $50,000,000 1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof Initial Funding Date that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable Debt under Finance Leases and accrued expenses, liabilities or other obligations Purchase Money Debt not to pay exceed the deferred purchase price greater of Property or services, from time to time incurred (i) $40,000,000 and (ii) 5% of the Borrowing Base in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPaggregate at any one time outstanding. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claimsbonds, performanceguarantees, bid, surety or similar bonds letters of credit or surety obligations required by Governmental Requirements or third parties incurred in the ordinary course of business, in each case in connection with the operation of the Oil and Gas PropertiesProperties and not in connection with money borrowed, or Debt associated with guarantees or surety obligations delivered by the Borrower to any provider of such bonds. (fe) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided provided, further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gf) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt constituting a guarantee by any Credit Party of any Debt incurred by another Credit Party so long as the incurrence of such Debt by such other Credit Party is otherwise permitted by this Section 9.02. (h) Senior Notes Debt arising under Swap Agreements permitted by Section 9.13. (i) unsecured Specified Additional Debt; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt Debt, (A) no Event of Default shall have occurred and any concurrent repayment of Debt be continuing and (B) the Borrower is in compliance on a Pro Forma Basis with Section 9.01(a) and (b) for the proceeds of such incurrenceRolling Period or fiscal quarter, as applicable, most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or (b), (ii) such Debt does not have any scheduled amortization prior to principal payments until the date that is one year after hundred eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt does not mature sooner than one year Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after the Maturity Dategiving effect to such adjustment and prepayment, (iv) to the terms of extent such Debt are not materially more onerousis expressly subordinated in right of payment to the Indebtedness, taken as such Debt shall be subject to a whole, than the terms of this Subordination Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt Borrower shall be unsecured and subordinated to have provided the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentnotice required by Section 8.01(l). (j) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the Initial Funding Date, which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower); provided that the aggregate principal amount of all such Debt shall not to exceed the greater of (i) $50,000,000 40,000,000 and (ii) 5% of the Borrowing Base in the aggregate at any one time outstanding. Notwithstanding . (k) Specified Additional Debt in the foregoingform of Junior Lien Debt in an aggregate principal amount not to exceed $125,000,000; provided that (i) after giving effect to the incurrence of such Debt, (A) no Subsidiary Event of Default shall have occurred and be continuing and (B) the Borrower is in compliance on a Pro Forma Basis with Section 9.01(a) and (b) for the Rolling Period or fiscal quarter, as applicable, most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or (b), (ii) such Debt does not have any scheduled principal payments until the date that is a Partnership one hundred eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall incur or become liable be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) such Debt is subject to an Intercreditor Agreement, which agreement shall provide that the Liens securing such Debt shall rank junior to the Lien securing the Indebtedness and (v) the Borrower shall have provided the notice required by Section 8.01(l). (l) other Debt not otherwise permitted pursuant to this Section 9.02 not to exceed the greater of (i) $15,000,000 and (ii) 2.50% of the Borrowing Base in respect of the aggregate at any Debtone time outstanding.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) Debt under the Loan Documents; (ii) unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date incurred, and aggregating, for Borrower and its Subsidiaries on a Consolidated basis, not more than $1,000,000 at any one time outstanding; (iii) Subordinated Debt; (iv) Existing Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and further provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (v) Debt secured by Liens described in clauses (vii) and (viii) of the definition of Permitted Liens set forth in Section 1.1 not to exceed in the aggregate the amount set forth in such Section; (vi) unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or services, maturing within one year from the date created, and aggregating, for Borrower and its Subsidiaries on a Consolidated basis, not more than $1,000,000 at one time outstanding; and (vii) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; PROVIDED, HOWEVER, that Dep International, Ltd., a U.S. Virgin Islands corporation and a Subsidiary of Borrower, will not be permitted to create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan DocumentsDebt whatsoever. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Credit Parties will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Loans, other Secured Obligations and any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.in respect thereof; (b) unsecured intercompany Debt of (i) the Parent Guarantor Borrower or Holdings owing to any Restricted Subsidiary, and its Subsidiaries existing on (ii) any Restricted Subsidiary owing to the date hereof that is reflected in the Financial Statements and Schedule 9.02 and Borrower or Holdings or any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Restricted Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g9.05(e); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Administrative Agent for the benefit of the Secured Parties, the Borrower or one of its Wholly-Owned Subsidiariesa Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Parent Guarantor Borrower or any Credit Party to any Restricted Subsidiary that is not a Guarantor Credit Party shall be subordinated subject to and evidenced by the Indebtedness on terms set forth in the Guaranty Agreement.Subordinated Intercompany Note; (gc) endorsements of negotiable instruments for collection in the ordinary course of business.; (hd) Debt of the Credit Parties or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements or required by third parties in the ordinary course of business and consistent with past practices, in each case in connection with the operation of the Oil and Gas Properties or (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and which do not constitute Debt for borrowed money; (e) Debt of the Credit Parties and the Restricted Subsidiaries under Capital Lease Obligations and Purchase Money Obligations financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset (excluding real property interests) incurred by the Borrower or any Restricted Subsidiary within 60 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate principal amount not to exceed $15,000,000 secured by Liens permitted by Section 9.03(c); (f) Permitted Senior Notes and any guarantees thereof; provided that (i) at the time of incurring such Debt (A) no Default has occurred both immediately before and is then continuing and (B) no Default would result from the incurrence of such Debt immediately after giving effect to the incurrence of such Debt Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (and after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith unless, in the case of this clause (A), such more restrictive terms are incorporated into this Agreement, and (B) do not contain financial maintenance covenants; (iii) immediately after the incurrence of such incurrenceDebt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii), ; (iiiv) such Debt does not have any scheduled principal amortization prior to one year the date that is 180 days after the Maturity Date, Date as in effect on the date of determination; (iiiv) such Debt does not mature sooner than one year the date that is 180 days after the Maturity Date, Date as in effect on the date of determination; (ivvi) the economic terms of such Debt are not materially more onerousand any guarantees thereof, taken as a whole, than are on market terms for issuers of similar size and credit quality given the terms then prevailing market conditions as reasonably determined by the Borrower in good faith; (vii) immediately after giving pro forma effect to the incurrence of this Agreement such Debt, any guarantees thereof and to the other Loan Documents use of proceeds thereof, the Credit Parties shall be in compliance with Section 9.01; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption prior to the date that is 180 days after the Maturity Date as in effect on the date of determination (provided that, for the avoidance of doubt, such Debt may contain (A) customary offers to purchase upon a change of control, an asset sale or casualty or condemnation event, and (vB) customary acceleration rights after an event of default); (ix) no Subsidiary or other Person guarantees such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the Payment in Full on customary terms and conditions; and (xi) the Borrower shall have complied with Section 8.01(o); (g) the Senior Unsecured 2026 Notes; provided that no Person shall be a guarantor of the Senior Unsecured 2026 Notes unless such Person is also a Guarantor; (h) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof are on prevailing market terms for similar situated companies.to refinance any outstanding Permitted Debt permitted under Section 9.02(e), Section 9.02(f) and Section 9.02(g) or to refinance any outstanding new Debt, as the case may be; (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the Indebtedness on terms extent an Investment would be permitted in such Person under Section 9.05(e)(v) and conditions reasonably satisfactory to the Administrative Agent.Section 9.05(g); (j) other Debt (including Permitted Refinancing Debt) in an aggregate principal amount not to exceed $50,000,000 in the aggregate 25,000,000 at any one time outstanding. Notwithstanding ; (k) Debt representing deferred compensation to employees of a Credit Party or any of its Restricted Subsidiaries incurred in the foregoing, no Subsidiary which is a Partnership shall incur or become liable ordinary course of business; (l) Debt consisting of Secured Cash Management Obligations and other Debt in respect of net services, overdraft protections and similar arrangements, in each case (x) in connection with cash management and deposit accounts and (y) incurred in the ordinary course of business; (m) obligations under Advance Payment Contracts so long as (i) the production covered thereby has not been included in the most recent Reserve Report furnished to the Administrative Agent and (ii) the aggregate amount of all Advance Payments received by any DebtCredit Party under Advance Payment Contracts that have not been satisfied by delivery of production does not exceed the threshold specified in Section 7.18(b); (n) oil and gas balancing obligations incurred in the ordinary course of business; (o) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business; and (p) Debt under Swap Agreements permitted pursuant to Section 9.16.

Debt. The Parent Guarantor None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between among the Parent Guarantor Parent, the Borrower and any Subsidiary of the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty Guarantee Agreement. (gd) endorsements of negotiable instruments for collection in the ordinary course of business. (he) Existing Senior Notes and additional Senior Debt, provided that the principal amount of such additional Senior Debt does not exceed $400,000,000, and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Debt (A1) no Default has occurred and is then continuing and (B2) no Default would result from the incurrence of such Senior Debt after giving effect to the incurrence of such Senior Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iiiii) the incurrence of such Senior Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Senior Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) such Senior Debt does not mature sooner than the date which is one year after the Maturity Date, Date and (ivvi) contemporaneously with the terms incurrence of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesconcurrent repayment of Existing Senior Notes), the Borrowing Base is adjusted pursuant to Section 2.07(e), if applicable. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jf) other Debt, including Capital Leases and purchase money Debt not to exceed $50,000,000 15,000,000 in the aggregate, not to exceed the lesser of $30,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit Permit any Subsidiary of its Subsidiaries (other than Unrestricted Broker-Dealer Subsidiaries) toto create, incur, create, assume or suffer to exist exist, any Debt, except: (a) the Indebtedness arising Debt under the Loan Documents Syndicated Credit Agreement (or any guaranty of or suretyship arrangement for the Indebtedness arising under related documents) and the Loan Documents.; (b) Surviving Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and extensions of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of any Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (but if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Credit Parties or Lender than the terms of any agreement or instrument governing any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not any increases).exceed the then applicable market interest rate; (c) accounts payable Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time exchange rates incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance consistent with GAAP.prudent business practice; (d) Debt under Capital Leases not owed to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements wholly owned Subsidiary of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.Borrower;

Debt. The Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness Obligations arising under the Loan Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety sixty (9060) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.; (dc) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).2,500,000; (ed) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (fe) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary Guarantor or between Subsidiaries Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.; (gf) endorsements of negotiable instruments for collection in the ordinary course of business.; and (hg) Senior Notes Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that that: (i) at the time of incurring such Debt (A) no Default has occurred is unsecured and is then continuing and (B) no Default would result from shall not have the incurrence benefit of such Debt after giving effect to the incurrence any guarantee, letter of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not have provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any scheduled amortization consideration on any date prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.;

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Indebtedness arising Debt under the Loan Documents Credit Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Credit Documents; provided further that the principal amount of any Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the Borrower or any guaranty Subsidiary shall not be added as an additional direct or contingent obligor with respect thereto, as a result of or suretyship arrangement for in connection with such extension, refunding or refinancing; and provided further that the Indebtedness arising under terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Documents.Borrower or the Lenders than the terms of any agreement or instrument governing any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (biii) Debt in respect of the Parent Guarantor Hedge Agreements designed to hedge against fluctuations in interest rates and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time exchange rates incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance consistent with GAAP.prudent business practice; (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to Borrower or a wholly owned Subsidiary of the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.Borrower;

Debt. The Parent Guarantor will not, and Borrower will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, to incur, create, assume assume, guarantee or suffer in any other manner become liable with respect to exist or become responsible for the payment of any Debt, exceptDebt other than: (a) unsecured Debt owing to the Indebtedness arising under the Loan Documents Borrower or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.other Subsidiary; (b) guaranties of the Obligations and other Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).Borrower permitted by this Agreement; (c) accounts payable and accrued expensesDebt of Subsidiaries that are Guarantors in an unlimited amount, liabilities or other obligations so long as, after giving effect to pay the deferred purchase price incurrence of Property or servicesany such Debt, from time to time incurred the Borrower is in compliance on a pro forma basis with the ordinary course applicable financial covenant set forth in Section 9.01 as of business which are not greater than ninety (90) days past the date last day of invoice or which are being contested in good faith by appropriate action and the period of four consecutive fiscal quarters of the Borrower most recently ended for which adequate reserves financial statements have been maintained in accordance with GAAP.delivered (or are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt under of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of fixed or capital assets; provided that, with respect to such Capital Leases Lease Obligations or purchase money Debt, (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Liens securing such Debt do not to at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed $25,000,000 (excluding capitalized leases the cost of Hydrocarbon Interests).acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements Requirement or by third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Senior Notes provided that Debt incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $25,000,00035,000,000 at any time outstanding; (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result owing to financial institutions arising from the incurrence honoring of such Debt a check, draft or other similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of incurred in reliance on this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. clause (j) other Debt does not exceed an amount equal to exceed $50,000,000 fifteen percent (15%) of Consolidated Net Tangible Assets (as reflected in the aggregate Borrower’s consolidated balance sheet contained in the Borrower’s latest annual or quarterly consolidated financial statements available at any one the time outstanding. Notwithstanding such Debt is incurred); and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt otherwise permitted hereunder which, in the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect case of any Debtsuch extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary (of the other than Unrestricted Subsidiaries) Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and accrued expensesafter giving effect to such incurrence), liabilities or other obligations an aggregate principal amount equal to pay the deferred purchase price greater of Property or services, from time to time incurred (i) $10,000,000 and (ii) 2.5% of the Borrowing Base in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPeffect at such time. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Restricted Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); Restricted Subsidiaries, provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth as and to the extent provided in the Guaranty Agreement. (e) Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (f) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (A) the Parent shall be in pro forma compliance with Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (B) no Event of Default or Borrowing Base Deficiency shall exist. (g) endorsements Debt arising from agreements of negotiable instruments the Borrower or any Restricted Subsidiary providing for collection indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Investments in or Transfers of any business, assets or Stock permitted hereunder. (h) Debt of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums incurred in the ordinary course of business. (hi) Senior Notes other unsecured Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence), an aggregate principal amount equal to the greater of (i) $10,000,000 and (ii) 2.5% of the Borrowing Base in effect at such time. (j) Permitted Junior Lien Debt; provided that (i) at the time amount of incurring such Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (Aj) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect shall not exceed an aggregate principal amount equal to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence)$350,000,000, (ii) such Permitted Junior Lien Debt does not have any shall be incurred on or before the effectiveness of the Scheduled Redetermination scheduled amortization prior to one year after the Maturity Dateoccur on or about October 1, 2020, and (iii) such Permitted Junior Lien Debt does not mature sooner (other than one year after the Maturity Date, (iv) the terms of such Permitted Refinancing Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions pursuant to the Borrower’s exchange offer launched on or about April 22, 2020 (as amended or extended from time to time). (k) Debt not permitted by the foregoing clauses (a) through (j) which is approved in writing by the Majority Lenders.

Debt. The Parent Guarantor Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.; (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof Closing Date that is reflected listed in the Financial Statements and Schedule 9.02 9.02, and any refinancings, renewals and or extensions thereof (but not any increases).) thereof; Table of Contents (c) accounts payable and accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not which, if greater than ninety (90) days past the date of invoice or which billing date, are being contested in good faith by appropriate action and for which proceedings if reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP.established therefor; (d) Debt under Capital Leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).2,000,000; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.; (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiariesa Restricted Subsidiary, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.; (g) endorsements of negotiable instruments for collection in the ordinary course of business.; (h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.under Hedging Agreements permitted by Section 9.18; and (i) other Debt owed to Atlas America, Inc. (not included under subsections (a) through (h) of this Section) not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements Effective Date and set forth on Schedule 9.02 attached hereto and any renewals and extensions thereof (but not any increases)Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety one hundred twenty (90120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)100,000,000 in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated on terms reasonably acceptable to the Indebtedness on terms set forth in the Guaranty AgreementAdministrative Agent. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Permitted Debt incurred after the Effective Date, the principal amount of which does not exceed $1,000,000,000 in the aggregate at any one time outstanding and any guarantees thereof; provided that (i) the Borrower shall furnish notice to the Administrative Agent of such Permitted Debt contemporaneously with the incurrence of such Debt, (ii) at the time of incurring such Permitted Debt (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iiiii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (iiiv) such Permitted Debt does not mature have a scheduled maturity sooner than the date which is one year after the Maturity Date, and (ivvi) concurrently with the terms incurrence of such Permitted Debt are not materially more onerous(except to the extent such Permitted Debt constitutes Permitted Refinancing Debt issued in exchange for or to Redeem or otherwise refinance outstanding Permitted Debt), taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesBorrowing Base is adjusted pursuant to Section 2.07(e). (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 75,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan DocumentsNotes or other Indebtedness. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gd) endorsements of negotiable instruments for collection in the ordinary course of business. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties in the ordinary course of business. (f) Debt consisting of the Dominion Production Payment or any unsecured guarantee by the Borrower or any Guarantor in respect thereto. (g) Capital Leases not to exceed $25,000,000 in the aggregate at any one time. (h) Senior Notes Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof, provided that (i) (A) at the time of incurring such Debt (A) is incurred, no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Debt, the Borrowing Base and/or the Conforming Borrowing Base shall be adjusted in accordance with Section 2.07(c)(iv) and/or Section 3.04(c)(iv) and the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) such Debt does not have any scheduled amortization prior to one year four years after the Maturity Date, (iiiiv) such Debt does not mature sooner than one year four years after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for issuers of similar situated companiessize and credit quality given the then prevailing market conditions and subordinated on terms set forth on Exhibit G, with such changes as to which the Administrative Agent and the Majority Lenders may agree and (vi) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to the Indebtedness. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 40,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and Borrower will not permit any Subsidiary (other than Unrestricted Subsidiaries) tocreate, incur, create, assume or suffer to exist exist, or permit any DebtSubsidiary to create, exceptincur, assume or suffer to exist, any Debt other than the following: (a) the Indebtedness arising Debt under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Credit Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected of this Agreement and described in the Financial Statements and Schedule 9.02 and any 6.02, including renewals and extensions refinancings of such Debt, so long as the principal amount thereof is not increased (but not other than to pay any increasesassociated premiums, fees and expenses).; (c) accounts payable Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in respect of any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Security Documents, but only, with respect to each such Bank, if and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.so long as such Bank remains a Bank); (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases in respect of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements endorsement of negotiable instruments for collection in the ordinary course of business.; (he) Senior Notes Debt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) at the time of incurring such Debt (A) no Default has occurred is noted on the books and is then continuing records of the Borrower and its Subsidiaries and (Bii) no Default would result from in the incurrence case of any Debt owed by the Borrower to any Subsidiary that is not a Guarantor, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole reasonable discretion; (f) Debt in respect of Capital Leases and Debt secured by Liens permitted by Section 6.01(d) not exceeding $70,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) [Intentionally Omitted]; (h) if any lease pursuant to the ▇▇▇▇▇▇ Lease Documents is treated under GAAP as a Capital Lease, then, any such Debt which may be attributable to the ▇▇▇▇▇▇ Lease Documents; (i) unsecured Debt in addition to Debt otherwise permitted herein, not exceeding $30,000,000 in aggregate principal amount at any time outstanding, provided that if such Debt is issued or incurred on or after the Sixth Amendment Effective Date, such Debt has been issued or incurred by the Borrower or a Subsidiary that is a Guarantor; (j) Debt under the Note Agreement in an aggregate principal amount not to exceed $480,000,000 (not including the amount of any PIK Notes) as such amount shall be reduced by the scheduled amortization repayments of principal; and (k) unsecured Funded Debt of the Borrower and/or a Finance Entity and/or any unsecured guaranty by the Borrower or any Guarantor of such Funded Debt of the Borrower or any Affiliate of the Borrower; provided that (i) the Borrower is in compliance with Section 6.14 immediately after giving effect to the incurrence of any such Funded Debt or guaranty determined based upon the outstanding amount of Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis immediately after giving effect to such incurrence, EBITDA for the four fiscal quarters most recently ended on or before the date of such incurrence and the maximum Leverage Ratio allowed as of the end of the fiscal quarter most recently ended on or prior to the date of such incurrence (and in the case of any concurrent repayment guaranty of Funded Debt with of the proceeds Borrower or any other Affiliate of the Borrower, the aggregate amount of such incurrenceFunded Debt so guaranteed shall be “Funded Debt” of the Borrower for purposes of calculating the Leverage Ratio), (ii) such Funded Debt does not have impose any scheduled amortization prior to one year after financial or other “maintenance” covenants on the Maturity DateBorrower or any of the Subsidiaries that are more onerous than the covenants set forth in this Agreement, (iii) such Funded Debt does shall not mature sooner than one year after require any scheduled payment on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) prior to the Maturity Date, Termination Date and (iv) the terms of such Funded Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on contain terms and conditions reasonably satisfactory to the Administrative Agentthat are customary for such transactions. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services, ) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fc) intercompany Debt between the Parent Guarantor Borrower and any Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (gd) endorsements of negotiable instruments for collection in the ordinary course of business. (he) Debt now or hereafter outstanding under the Senior Notes Revolving Credit Agreement (and any guarantees thereof by the Guarantors), provided that (i) at the time aggregate principal amount of incurring the Senior Revolving Credit Agreement shall not exceed $800,000,000, (ii) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, (iii) such Debt (A) is comprised of a single facility with no Default has occurred and is then continuing differentiation among lenders in the revolving character, pricing or maturity thereof and (Biv) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment Debt, no Default or Event of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companiesDefault exists under Section 9.01. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jf) other Debt not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising Debt under the Loan Documents.; (b) Debt of the Parent Guarantor and its Subsidiaries existing outstanding on the date hereof that is reflected in the Financial Statements and listed on Schedule 9.02 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and extensions thereof (but not fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any increases).existing commitments unutilized thereunder; (c) accounts payable intercompany Debt owed between any Subsidiary of the Borrower and accrued expensesthe Borrower, liabilities provided that the payment of such Debt is subordinate to the payment of the Obligations pursuant to Section 3.2 of the Guaranty or other obligations otherwise in a manner satisfactory to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.Administrative Agent; (d) (i) the Existing Convertible Notes and (ii) other Subordinated Debt in an aggregate principal amount under Capital Leases this subclause (ii) not at any time to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).20,000,000; (e) Debt associated with worker’s compensation claimsso long as there exists no Default both before and after giving effect to any such transaction, performance, bid, surety obligations (contingent or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation otherwise) of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and Borrower or any Subsidiary existing or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not heldarising under any Swap Contract, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at such obligations are (or were) entered into by such Person in the time Ordinary Course of incurring Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Debt (A) no Default has occurred Person, or changes in the value of securities issued by such Person, and is then continuing not for purposes of speculation or taking a “market view;” and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt Swap Contract does not have contain any scheduled amortization prior provision exonerating the non-defaulting party from its obligation to one year after make payments on outstanding transactions to the Maturity Datedefaulting party; (f) Guarantee Obligations of the Borrower or any Guarantor in respect of Debt otherwise permitted hereunder of the Borrower or any other Guarantor, including the Senior Notes; (iiig) such Debt does not mature sooner than one year after consisting of the Maturity Date, Deferred Purchase Price of any Acquisition permitted by this Agreement; (ivh) Debt incurred by the terms of such Debt are not materially more onerous, taken as a whole, than Borrower under the terms of this Agreement Senior Notes and the other Loan Senior Notes Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies.Permitted Senior Notes Refinancing in an aggregate principal amount not to exceed $325,000,000; and (i) so long as there exists no Default before or after giving effect thereto, Debt owed of the Borrower and the Guarantors not otherwise permitted pursuant to Atlas Americaclauses (a) through (h) above in an aggregate principal amount not in excess of $50,000,000, Inc. not to exceed $50,000,000 in provided that the aggregate; provided, that, all Net Cash Proceeds of any such debt Debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agentapplied in accordance with Section 2.05(b)(iii) (if applicable). (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) toNot create, incur, create, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the other Loan Documents.; (b) Debt secured by Liens permitted by Section 11.2(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed US$100,000 or the Canadian Dollar Equivalent Amount thereof; (c) unsecured Debt owing by the Borrower to any other Loan Party or unsecured Debt owing by any other Loan Party to the Borrower; provided that no Event of Default has occurred and is continuing and provided further that any such unsecured Debt (other than unsecured Debt of the Parent Guarantor Borrower owing to the Company) shall be evidenced by a demand promissory note in the form of Exhibit H attached hereto and its Subsidiaries pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) unsecured Subordinated Debt to Persons (other than Debt owing by a Loan Party to any other Loan Party or any Affiliate thereof) in an amount at any time outstanding not to exceed US$1,500,000 or the Canadian Dollar Equivalent Amount thereof; (e) Hedging Obligations approved by the Administrative Agent and incurred in favour of a Lender or an Affiliate thereof (other than any Hedging Agreement existing as of the Closing Date, which can be with any Person) for bona fide hedging purposes and not for speculation; (f) Debt existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02 9.26 and any renewals and extensions extension, renewal or refinancing thereof (but not so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if secured, any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt additional collateral is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.granted as security therefor; (g) endorsements [INTENTIONALLY DELETED]; (h) unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favour of negotiable instruments sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) up to US$500,000 or the Canadian Dollar Equivalent Amount thereof at any time outstanding of Acquired Debt assumed in Permitted Acquisitions; (j) unsecured Debt in respect of bid, performance or surety, appeal or similar bonds issued for collection the account of and completion guarantees provided by the Borrower in the ordinary course of business.; (hk) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result arising from the incurrence honouring by a bank or other financial institution of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence)a check, (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for draft or similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 instrument inadvertently drawn against insufficient funds in the aggregateordinary course of business; provided, thathowever, all that such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.Debt is extinguished within five Business Day of incurrence; and (jl) other Debt not to exceed $50,000,000 arising in connection with endorsement of instruments for deposit in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect ordinary course of any Debtbusiness; (m) [INTENTIONALLY DELETED].

Debt. The Parent Guarantor will not, and will not permit Neither Borrower nor any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, shall incur, create, assume or suffer permit to exist any Debt, Debt of any of them except: (ai) Corporate Group Loans; (ii) the Indebtedness arising under Specified Obligations, including the Loan Documents or any guaranty of or suretyship arrangement for Capitalized Lease Obligations with respect to the Indebtedness arising under PFT Assets, the Loan Documents.ALatieF-FI Assets, the P&O Assets, the Airfast Assets and the Waste Water Assets; (biii) Debt $120,000,000 of aggregate principal amount of P.T. ALatieF Freeport Finance Company B.V.'s Senior Notes due 2001 (the 'B.V. Notes'), the Guarantee by FCX of the Parent Guarantor B.V. Notes and its Subsidiaries existing on the date hereof that is reflected PT-FI Note (as defined in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increasesB.V. Registration Statement). (civ) accounts payable up to $70,000,000 aggregate principal amount of borrowings from Caterpillar by FCX, and accrued expensesthe Guarantee thereof by FI (together with such Debt, liabilities the "Caterpillar Obligations"), such guarantee to be secured by certain specified heavy equipment of FI and related spare parts (the "Caterpillar Assets") released or other obligations required to pay be released from the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation lien of the Oil and Gas Properties. (f) intercompany Debt between FI Security Documents, all substantially on the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.Caterpillar Documents (the "Caterpillar Transaction"); (gv) endorsements purchase money indebtedness (excluding sale and leaseback transactions which initially take the form of negotiable instruments for collection a purchase money transaction in that title to the equipment passes through FI or a Restricted Subsidiary prior to being held by the lessor in the ordinary course sale and leaseback transaction) of business.the Borrowers and any Restricted Subsidiary secured by Liens permitted by Section 5.2(d)(ii) not in excess of the purchase price of the related asset in each individual case and with an outstanding aggregate principal amount for all such purchase money debt not at any time in excess of $50,000,000; (hvi) Senior Notes provided that Capitalized Lease Obligations (iincluding those resulting from sale and leaseback transactions) of the Borrowers or any Restricted Subsidiary entered into after the Closing Date (other than with respect to the Specified Assets) with an outstanding aggregate principal amount not at any time in excess of $50,000,000; (vii) Guarantees by FCX of Debt of FM Properties and Circle C not in excess of an aggregate principal amount of $90,000,000 pursuant to the time FCX/FMPO Guarantee, secured pursuant to the FCX Intercreditor Agreement by the FCX Pledge Agreements, and extensions, renewals, replacements and refundings thereof; (viii) up to $450,000,000 principal amount of incurring Debt of FI plus accrued commitment fees and interest to the RTZ Lender pursuant to the RTZ Loan Agreement; (ix) the Guarantee by FCX pursuant to the Implementation Agreement of FI's obligations under the Transaction Agreements (as such term is defined in the Implementation Agreement); and (x) other unsecured Debt (A) no Default has occurred of the Borrowers and is then continuing and (B) no Default would result from the incurrence of such Debt Restricted Subsidiaries if, after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoingthereof, no Subsidiary which is a Partnership shall incur Default or become liable in respect Event of any DebtDefault would occur or be continuing (including under Section 5.2(b)).

Debt. The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider. (b) Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any renewals and extensions thereof (but not any increases)9.02. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP[Reserved]. (d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $25,000,000 1,000,000 and (excluding capitalized leases ii) five percent (5%) of Hydrocarbon Interests)the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes Debt incurred in connection with the financing of insurance premiums in the ordinary course of business. (i) Specified Additional Debt; provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (Debt, no Event of Default shall have occurred and any concurrent repayment of Debt with the proceeds of such incurrence)be continuing, (ii) such Debt does not have any scheduled amortization principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior to repayment in full of the Loans and all other Indebtedness that are accrued and payable and termination of all Commitments and, except in the case of the 2024 Senior Notes, the Special Mandatory Redemption (as defined in the 2022 Indenture)) or maturity date until the date that is one year after hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt does not mature sooner than one year Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after the Maturity Dategiving effect to such adjustment and prepayment, (iv) after giving pro forma effect to the terms incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01), (v) such Debt shall have no financial covenants which are not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are not materially no more onerousrestrictive, taken as a whole, than the terms of non-financial covenants contained in this Agreement and (as determined by the other Loan Documents Borrower in good faith), and (vvii) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.Debt; (j) other Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $50,000,000 1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or become liable in respect of any Debt.

Debt. (a) The Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (bii) The Senior Notes, all Guarantees thereof and other Debt of the Parent Guarantor Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases)Statements. (ciii) accounts payable purchase money Debt and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests)75,000,000 in the aggregate. (eiv) Debt associated with worker’s workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (fv) intercompany Debt between the Parent Guarantor Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, (ii) that any such Debt owed by either the Parent Guarantor Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative Agent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement. (gvi) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $50,000,000 in the aggregate at any one time. (vii) endorsements of negotiable instruments for collection in the ordinary course of business. (hviii) Senior Notes provided that Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $75,000,000 in the aggregate. (iix) at Debt and any guarantees thereof by the time of incurring such Debt Guarantors (A) no Default has occurred and is then continuing and (B) no Default would result from including any Persons becoming Guarantors simultaneously with the incurrence of such Debt Debt), provided that: (A) immediately before, and after giving effect to to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (iiB) the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (C) such Debt does not have any scheduled amortization of principal prior to one year after the Maturity Date, (iiiD) such Debt does not mature sooner has a stated maturity no earlier than one year after the Maturity Date, (ivE) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (F) such Debt does not prohibit prior repayment of Loans, and (G) at the terms time any such Debt is incurred, the Borrowing Base then in effect shall be automatically reduced by the lesser of (i) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000 and (ii) if requested by the Borrower, an amount (which may be zero) approved by the Majority Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents and (v) such Debt and without giving effect to any guarantees thereof are on prevailing market terms for similar situated companiesoriginal issue discount. (i) Debt owed to Atlas America, Inc. not to exceed $50,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (jx) other Debt not to exceed $50,000,000 100,000,000 in the aggregate at any one time outstanding. Notwithstanding . (xi) Any renewals, refinancings or extensions of (but, except to the foregoingextent permitted herein, no Subsidiary which is a Partnership not increases in) any Debt described in clauses (ii), (iii), (vi) and (ix) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (ix) shall incur or become liable in respect comply with the provisions of any Debtsuch clause (ix). (xii) Debt consisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period. (b) [Reserved]