Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document.

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective CommitmentsOn the Amendment Effective Date (hereinafter defined), the aggregate principal balance of the obligations outstanding under the Credit Agreement is $0 (the "Prior Indebtedness") as shown on Schedule II hereto, and toBorrower represents for itself, among other thingsand each Lender represents and warrants for itself, permit one or more that the Borrower's outstanding loans and letter of credit reimbursement obligations, if any, under the Credit Agreement as of the Amendment Effective Date are $0. Lenders hereby sell, assign, transfer and convey, and Lenders (including, without limitation, those Lenders not previously a party to increase their respective the Credit Agreement) hereby purchase and accept so much of the Prior Indebtedness and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding Loans and Commitments under the Credit Agreement (each, an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On the date amended by this First Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on in Schedule 1.01 II hereto as of this Amendmentthe Amendment Effective Date. Each Lender hereby consents The foregoing assignment, transfer and conveyance are without recourse to the Commitments set forth on Schedule 1.01 of this AmendmentLenders and without any warranties whatsoever as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. The reallocation If as a result thereof, a Lender's Percentage of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to outstanding Borrowings under the Credit Agreement as if the Lenders had executed an Assignment amended by this First Amendment is less than its outstanding loans and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) letter of credit reimbursement obligations under the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action difference set forth in the last column of Schedule II shall be remitted to such Lender by the Borrower, the Administrative Agent or any upon receipt of funds from the other Lenders shown in the last column of Schedule II on the Amendment Effective Date. Each Lender shall be increased in accordance with Section 2.03 so acquiring a part of such outstanding loans and letter of credit reimbursement obligations assumes its Percentage of the outstanding Borrowings, Commitments, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under the Credit Agreement as amended by an amount equal this First Amendment and the Security Documents and the Intercreditor Agreement. Lenders are proportionately released from the obligations assumed by Lenders so acquiring such obligations and, to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendmentthat extent, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein so released shall be construed as a continuing waiver of any provision of have no further obligation under the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document.as amended by this First

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and the Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation reallocation, increase and increase assignment of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 2.01 of the Credit Agreement, as amended by this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 2.01 of the Credit Agreement, as amended by this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The increase in each Increasing Lender’s Commitment shall be deemed to have been consummated pursuant to the terms of the Commitment Increase Certificate attached as Exhibit F-1 to the Credit Agreement as if such Increasing Lender had executed a Commitment Increase Certificate with respect to such increase. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in clause (C) of Section 11.04(b)(ii)(C11.04(b)(ii) and Section 11.04(b)(iii) of the Credit Agreement with respect to the increase in the Commitment of each Increasing Lender and the assignments and reallocations contemplated by this Section 23. To the extent requested by any Lender and in accordance with Section 2.16 2.17 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 2.17 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.16 2.17 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation and increase contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document3.

Reallocation of Commitments. The Lenders have agreed among themselves Schedule 2.01 to reallocate their respective Commitmentsthe Credit Agreement is deleted in its entirety and Schedule 2.01 attached hereto is substituted in place thereof. On the Amendment Effective Date, without the action of any other Person, each of Capital One, N.A. and toBranch Banking and Trust Company (each, among other thingsan “Exiting Lender” and, permit one or more collectively, the “Exiting Lenders”) and each of the other Lenders to increase their respective Commitments under the Credit Agreement that is decreasing its Commitment on the Amendment Effective Date (each, a “Decreasing Lender”, and collectively the “Decreasing Lenders”) hereby assigns and sells to each of Associated Bank, National Association and Flagstar Bank (individually, a “New Lender” and, collectively, the “New Lenders”) and each of the Lenders under the Credit Agreement that is increasing its Commitment on the Amendment Effective Date (each, an “Increasing Lender”, and collectively the “Increasing Lenders”) provided that at any time prior to a portion of its Commitment, and each New Lender and Increasing Lender hereby purchases a portion of the Midstream Operating Credit Termination Date Commitment held by such Exiting Lender and Decreasing Lender (as defined in each, an “Assigned Interest” and collectively, the Antero Resources Credit Agreement“Assigned Interests”), in each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal case in such amounts so that after giving effect to such Lender’s “Applicable Percentage” assignments (a) the Lenders shall hold the Commitments set forth on Schedule 2.01 attached hereto, (b) the Lenders shall hold the Loans under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase Agreement ratably in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents to the accordance with their respective Commitments set forth on Schedule 1.01 2.01 attached hereto, (c) the Commitments of this Amendment. The reallocation each of the Aggregate Exiting Lenders shall be reduced to zero and each Exiting Lender shall cease to be a Lender under the Credit Agreement, and (d) each of the New Lenders shall become a Lender under the Credit Agreement with the Commitment among the Lenders set forth opposite its name in Schedule 2.01. Such assignments shall be deemed to have been consummated pursuant to occur hereunder automatically, and without any requirement for additional documentation, on the Amendment Effective Date and shall be settled in accordance with the terms and provisions of the form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if Agreement, which are incorporated herein by reference, including without limitation Section 1 thereof, to which each New Lender and Increasing Lender hereby agrees. Each Exiting Lender and Decreasing Lender represents and warrants to each New Lender and Increasing Lender that it has not created any adverse claim upon the Lenders had executed an Assignment and Assumption with respect interest being assigned by it to such reallocationLender hereunder and that such interest is free and clear of any adverse claim created by such Exiting Lender or Decreasing Lender. The Administrative Agent hereby waives From and after the $3,500 processing Amendment Effective Date, all Revolving Loans, Letter of Credit participations and recordation fee set forth Swingline Loan participations shall be made ratably in Section 11.04(b)(ii)(C) of the Credit Agreement accordance with respect each Lender’s Applicable Percentage after giving effect to the increases, assignments and reallocations contemplated in Commitments pursuant to this paragraph. Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be reallocated on the Amendment Effective Date as directed by this Section 2. To the extent requested Administrative Agent in order that Revolving Loans, Letter of Credit participations and Swingline Loan participations are held by any Lender and the Lenders in accordance with their respective Applicable Percentages after giving effect to the increases, assignments and reallocations in Commitments pursuant to this paragraph. The Borrower agrees to pay (or cause to be paid) any interest, breakage fees or other costs incurred in connection with this paragraph on the Amendment Effective Date (or, to the extent such payment is not requested prior to the Amendment Effective Date, promptly upon request). Any such interest or fees paid by the Borrower on the Amendment Effective Date shall be credited against the next regularly scheduled payments of interest or fees payable by the Borrower under Section 2.16 2.13 or Section 2.12 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Documentapplicable.

Reallocation of Commitments. The (i) Borrower Agent may request that Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more change the then current allocation of the Lenders to increase their respective Commitments under in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Credit Agreement Revolver Commitments (each, an a “Increasing LenderReallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided that to Agent a written notice (in reasonable detail) at any time least thirty (30) Business Days prior to the Midstream Operating Credit Termination Date requested effective date (as defined in which effective date shall be the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each first day of the Administrative Agent subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and Borrower hereby consents to (i) the reallocation amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the increase applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Increasing Lender’s Commitment. On Lender shall hold the same Pro Rata Share of all of the Revolver Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date this Amendment becomes effective of such request or on the Reallocation Date (both immediately before and after giving effect to such reallocation Reallocation), (v) any increase or decrease in a Revolver Commitment of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the sum of all the Revolver Commitments and increase Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Aggregate CommitmentRevolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents (vi) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the Commitments set forth on Schedule 1.01 proposed Reallocation Date, a Senior Officer of this Amendment. The reallocation of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is calculations required in connection with therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the reallocation contemplated by this Section 2Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The Borrowerrespective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent and each Lender hereby agree that extent applicable, be determined based on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or such reallocated amounts (subject to any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”subsequent changes thereto). Subject to the satisfaction or waiver No more than two (2) Reallocations may be made in writing each Fiscal Year of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan DocumentBorrower.

Reallocation of Commitments. The Lenders have agreed among themselves themselves, in consultation with the Borrower, to reallocate their the respective CommitmentsMaximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase Bank, N.A. and toto decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale (each of BNP Paribas and JPMorgan Chase Bank, among other thingsN.A, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, being an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the The Administrative Agent and the Borrower hereby consents consent to such reallocation and each Increasing Lender’s acquisition of an increased interest in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) the any requirement that an Assignment or Assumption or other documentation be executed in connection with such reallocation of the Commitments and (ii) the increase payment of any processing and recordation fee to the Administrative Agent. The Administrative Agent shall record the information contained in each Increasing Lender’s CommitmentAnnex I attached hereto in the Register. On the date this Second Amendment becomes effective Effective Date, and after giving effect to such reallocation and increase of the Aggregate Commitmentreallocations, the Commitment Maximum Credit Amounts and Applicable Percentage of each Lender shall be as set forth on Schedule 1.01 Annex I of this Amendment. Each Lender hereby consents Second Amendment which Annex I supersedes and replaces the existing Annex I to the Commitments Credit Agreement. On or about the Second Amendment Effective Date, if the face amount of the Note held by any Increasing Lender is less than its Maximum Credit Amount after giving effect to the increase contemplated by this Amendment, then the Administrative Agent shall so notify the Borrower and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Schedule 1.01 of this Amendment. The reallocation of Annex I and the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to Societe Generale such Lenderamounts, within the time period prescribed by Section 2.16 of the Credit Agreementif any, any amounts required to be paid by Borrower as are due under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document5.02.

Reallocation of Commitments. The Lenders have agreed among themselves Provided that no Default or Event of Default then exists, Borrower may irrevocably reallocate the unutilized portion of Tax Exempt Commitment to reallocate their respective Commitments, and to, among other things, permit one the Revolving Commitment or more an unutilized portion of the Lenders Revolving Commitment to increase their respective Commitments under the Credit Agreement (eachTax Exempt Commitment, an “Increasing Lender”) provided that at any time prior the Tax Exempt Commitment shall not exceed $20,000,000. Each such reallocation shall require, not less than five Business Day's notice from Borrower to the Midstream Operating Credit Termination Date Administrative Agent. Bank of America and Xxxxx Fargo have each agreed to assume one half of any reallocation of the Revolving Commitment to the Tax Exempt Commitment and no other Lender shall assume any portion of the Tax Exempt Commitment (as defined in but shall thereupon be relieved of a corresponding amount of the Antero Resources Credit AgreementRevolving Commitment), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each such reallocation shall be in an amount which is an integral multiple of $1,000,000 and no more than two such reallocations may occur without the consent of the Administrative Agent and Borrower hereby consents to Agent. Upon any such reallocation, (i) the reallocation portion of the Commitments and Commitment so reallocated shall be deemed terminated, (ii) the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation and increase Lender having a Pro Rata Share of the Aggregate Commitment, portion of the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders so reallocated shall be deemed to have been consummated pursuant assumed a share of the other Commitment which is equal in dollars to the terms amount of its Pro Rata Share of the Assignment Commitment so terminated, (iii) the relevant Commitment shall be increased in the amount of the reallocation, (iv) the Pro Rata Shares of each Lender in the Commitments shall be deemed adjusted to give effect to such termination and Assumption attached as Exhibit A to increase, and (v) the Credit Agreement as if principal amount of the Advances shall be reallocated amongst the Lenders had executed an Assignment to reflect their respective Pro Rata Shares in the relevant Commitments (which shall be adjusted to reflect the transfer) and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to the Lender any breakage costs or similar amounts which result from any such Lenderreallocation. It is understood and agreed that, within the time period prescribed by Section 2.16 upon any such reallocation of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature belowCommitments, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of responsible for any provision costs, including breakage costs, which arise from the resulting adjustment of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate Pro Rata Shares of the Lenders to grant any additional waiver with respect to any provision of in the Credit Agreement or any other Loan DocumentCommitments.

Reallocation of Commitments. The Lenders have agreed among themselves 6.17.1 Subject to reallocate their respective Commitmentsthe provisions of this Section 6.17 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, and toBorrowers may from time to time request a reallocation of all or part of any unused portion of (a) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, among the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Used 104 115525625.4 0063724-00082 Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Revolving Swing Line Commitment (each a “Reallocation”). 6.17.2 Borrowers may request a Reallocation no more frequently than twice in any calendar month. If Borrowers wish to request a Reallocation, the Company shall give the Agent irrevocable written notice thereof substantially in the form attached hereto as Exhibit O, or in such other thingsform as is acceptable to the Agent (a “Reallocation Request”), permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement no later than 11:00 a.m. (each, an “Increasing Lender”Pacific Time) provided that at any time least two Business Days prior to the Midstream Operating Credit Termination Date requested effective date of the Reallocation. The Agent will promptly notify the Company and the Lenders of the effective date of any Reallocation, and the amount of the new Commitments for each Lender. 6.17.3 Following any Reallocation, (as defined a) the Aggregate Commitment shall not change; (b) the Aggregate New Vehicle Floorplan Commitment shall not be less than the then outstanding principal balance of the New Vehicle Floorplan Loans and the New Vehicle Swing Line Loans (which, for purposes of this determination, shall not be deemed to be reduced by amounts in the Antero Resources Credit AgreementPR Accounts), each Lender’s Applicable Percentage under ; (c) the Credit Agreement shall, at all times, Aggregate Used Vehicle Floorplan Commitment shall not be equal to such Lender’s “Applicable Percentage” under and as defined in less than the Antero Resources Credit Agreement. Each then outstanding principal balance of the Administrative Agent Used Vehicle Floorplan Loans and Borrower hereby consents to the Used Vehicle Swing Line Loans; (d) the Aggregate Revolving Loan Commitment (i) the reallocation shall not be more than 40.0040% of the Commitments amount of the Aggregate Commitment at the time of such Reallocation and (ii) shall not be less than the increase in each Increasing Lender’s then outstanding principal balance of the Revolving Loans and Revolving Swing Line Loans plus the LC Obligations and any Reserve Amount; and (e) the Aggregate Service Loaner Vehicle Floorplan Commitment (i) shall not be more than 3.00% of the amount of the Aggregate Commitment at the time of such Reallocation and (ii) shall not be less than the then outstanding principal balance of the Service Loaner Vehicle Floorplan Loans and the Service Loaner Vehicle Swing Line Loans. 6.17.4 All Reallocations shall be made pro rata among the Lenders according to their respective Pro Rata Shares of the Aggregate New Vehicle Floorplan Commitment. On the date this Amendment becomes effective and , Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Loan Commitment, Aggregate Service Loaner Vehicle Floorplan Commitment, Revolving Swing Line Commitment, Used Vehicle Swing Line Commitment and/or Service Loaner Vehicle Floorplan Swing Line Commitment so that after giving effect to such reallocation and increase any Reallocation, there is no change in the Pro Rata Shares of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this AmendmentLenders. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment6.17.5 [reserved]. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by 6.17.6 Following any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective DateReallocation, the Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Loan Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders Aggregate Service Loaner Vehicle Floorplan Commitment and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document.Pro Rata 105 115525625.4 0063724-00082

Reallocation of Commitments. The 1. Borrower Agent may request that Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more change the then current allocation of the Lenders to increase their respective Commitments under in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Credit Agreement Revolver Commitments (each, an a “Increasing LenderReallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided that to Agent a written notice (in reasonable detail) at any time least thirty (30) Business Days prior to the Midstream Operating Credit Termination Date requested effective date (as defined in which effective date shall be the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each first day of the Administrative Agent subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and Borrower hereby consents to (i) the reallocation amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the increase applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Increasing Lender’s Commitment. On Lender shall hold the same Pro Rata Share of all of the Revolver Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date this Amendment becomes effective of such request or on the Reallocation Date (both immediately before and after giving effect to such reallocation Reallocation), (v) any increase or decrease in a Revolver Commitment of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the sum of all the Revolver Commitments and increase Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Aggregate CommitmentRevolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents (vi) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the Commitments set forth on Schedule 1.01 proposed Reallocation Date, a Senior Officer of this Amendment. The reallocation of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is calculations required in connection with therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the reallocation contemplated by this Section 2Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The Borrowerrespective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent and each Lender hereby agree that extent applicable, be determined based on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or such reallocated amounts (subject to any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”subsequent changes thereto). Subject to the satisfaction or waiver No more than two (2) Reallocations may be made in writing each Fiscal Year of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan DocumentBorrower.

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, Commitments and to, among other things, permit one or more of to allow the June 2004 New Lenders to increase their respective Commitments under the Credit Agreement (each, acquire an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined interest in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under Commitments and the Credit Agreement shall, at all times, be equal Loans and to such Lender’s “Applicable Percentage” under allow JPMorgan Chase Bank to transfer and as defined assign its interest in the Antero Resources Credit AgreementCommitments and the Loans. Each of the Administrative Agent and Borrower hereby consents to (i) the After such reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On Commitments, on the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitmenthereof, the Lenders shall own the Commitment of each Lender shall be as Percentages set forth on Schedule 1.01 of Annex A to this AmendmentAgreement. Each Lender hereby consents With respect to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation such reallocation, each of the Aggregate Commitment among the June 2004 New Lenders shall be deemed to have been consummated acquired the Commitments and Loans allocated to them from each of the Lenders and JPMorgan Chase Bank pursuant to the terms of the Assignment and Assumption Acceptance Agreement attached as Exhibit A E to the Credit this Agreement as if the June 2004 New Lenders, the Lenders and JPMorgan Chase Bank had executed an Assignment and Assumption Acceptance Agreement with respect to such reallocationallocation and the transfer and assignment of JPMorgan Chase Bank's allocation under the Original Credit Agreement. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Each Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower JPMorgan Chase Bank shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent surrender its existing Note and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased issued a new Note in accordance with Section 2.03 of the Credit Agreement by an a face amount equal to each Lender's Commitment Percentage times $100,000,000 (600,000,000. Each said Note to be in the “Increase”)form of Exhibit "B" to this Agreement with appropriate insertions. Subject The funds delivered to Agent by each of the satisfaction or waiver June 2004 New Lenders to acquire an interest in writing the Commitments and the Loans shall be allocated such that after giving effect to such allocation and payment each of each condition precedent the Lender's shall own the Commitment Percentages set forth in Section 3 of on Annex A to this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan DocumentAgreement.

Reallocation of Commitments. The (i) Borrower Agent may request that Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more change the then current allocation of the Lenders to increase their respective Commitments under in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Credit Agreement Revolver Commitments (each, an a “Increasing LenderReallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided that to Agent a written notice (in reasonable detail) at any time least thirty (30) Business Days prior to the Midstream Operating Credit Termination Date requested effective date (as defined in which effective date shall be the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each first day of the Administrative Agent subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and Borrower hereby consents to (i) the reallocation amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the increase applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Increasing Lender’s Commitment. On Lender shall hold the same Pro Rata Share of all of the Revolver Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date this Amendment becomes effective of such request or on the Reallocation Date (both immediately before and after giving effect to such reallocation Reallocation), (v) any increase or decrease in a Revolver Commitment of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the sum of all the Revolver Commitments and increase Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Aggregate CommitmentRevolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents (vi) after giving 126471205_8 effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the Commitments set forth on Schedule 1.01 proposed Reallocation Date, a Senior Officer of this Amendment. The reallocation of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is calculations required in connection with therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the reallocation contemplated by this Section 2Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The Borrowerrespective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent and each Lender hereby agree that extent applicable, be determined based on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or such reallocated amounts (subject to any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”subsequent changes thereto). Subject to the satisfaction or waiver No more than two (2) Reallocations may be made in writing each Fiscal Year of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan DocumentBorrower.

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more Commitments as of the Lenders Pine Mountain Acquisition Date and to increase their respective Commitments under the Credit Agreement facilitate such reallocation each Lender that is reducing its Commitment Percentage (each, each a “Reducing Lender”) shall be deemed to have assigned a portion of its Commitment and its Loans to each Lender that is increasing its Commitment Percentage (each an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (extent necessary to cause each Lender to have the Commitment Percentages set forth on Annex A attached hereto as defined in of the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal Pine Mountain Acquisition Date. After giving effect to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On Loans, on the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of Pine Mountain Acquisition Date each Lender shall be as have the Commitment Percentage set forth on Schedule 1.01 of this AmendmentAnnex A attached hereto. Each With respect to such reallocation, each Increasing Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated acquired the increase in the Commitments and Loans allocated to them from the Reducing Lenders pursuant to the terms of the Assignment and Assumption Acceptance Agreement attached as Exhibit A “E” to the Credit Agreement as if the Lenders each Increasing Lender and Reducing Lender had executed an Assignment and Assumption Acceptance Agreement with respect to such reallocationchange in its allocation. The Administrative Agent hereby waives Each Increasing Lender and each Reducing Lender shall surrender its existing Note and each such Lender shall be issued a new Note in a face amount equal to such Lender’s Commitment Percentage times $600,000,000. Each Note shall be in the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) form of Exhibit “B” to the Credit Agreement with respect appropriate insertions. On the Pine Mountain Acquisition Date each Increasing Lender shall deliver to the assignments Agent the funds necessary to acquire such Increasing Lender’s additional interest in the Commitments and reallocations contemplated by this Section 2. To the extent requested by any Lender Loans such that after giving effect to such allocation and in accordance with Section 2.16 delivery of funds each Lender’s Commitment Percentage shall be as set forth on Annex A attached hereto and each Lender’s portion of the then outstanding Loans and its participation in each then outstanding Letter of Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance consistent with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan DocumentCommitment Percentage.

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more Each of the Lenders to increase their respective Commitments under the Credit Agreement (eachBorrower, an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents the Lenders agree as hereinafter set forth to (i) reallocate the Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures. The assignments by each of the Lenders necessary to effect the reallocation of the Commitments Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and (ii) the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender Revolving Credit Exposures are hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms and provisions of this Amendment and Section 12.04(b), and the Borrower, the Administrative Agent and each Lender hereby consummate such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit A G to the Credit Agreement as if the Lenders each of them had executed and delivered an Assignment and Assumption (with respect to such reallocation. The the Effective Date, as defined therein, being the Fourth Amendment Effective Date (as defined below)); provided that the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C12.04(b)(ii)(C) of the Credit Agreement with respect to the such assignments and reallocations contemplated by this Section 2assumptions. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on On the Fourth Amendment Effective DateDate and after giving effect to such assignments and assumptions, the Aggregate Applicable Percentage, Maximum Credit Amount and Elected Commitment automatically and without further action by the Borrower, the Administrative Agent or any of each Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”)as set forth on Annex I hereto. Subject Each Lender hereby [FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT – ECLIPSE RESOURCES CORPORATION] consents and agrees to the satisfaction or waiver in writing of each condition precedent Applicable Percentages, Maximum Credit Amounts and Elected Commitments as set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such Increase on Annex I hereto. With respect to the Administrative Agent on a Business Day that is not less than fifteen (15) days prior to foregoing assignments and assumptions, in the effective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a continuing waiver event of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein conflict between this Amendment and Section 12.04(b), this Amendment shall obligate the Lenders to grant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Documentcontrol.