FIRST AMENDMENT TO LIMITED WAIVER AGREEMENT dated as of January 31, 2018 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL...

Exhibit 10.1

FIRST AMENDMENT TO LIMITED WAIVER AGREEMENT

dated as of

January 31, 2018

among

TITAN ENERGY OPERATING, LLC,

as Borrower,

TITAN ENERGY, LLC,

as Parent,

THE OTHER GUARANTORS PARTY HERETO,

THE LENDERS PARTY HERETO,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

FIRST AMENDMENT TO LIMITED WAIVER AGREEMENT

This First Amendment TO LIMITED WAIVER AGREEMENT (this “First Waiver Amendment”), dated as of January 31, 2018, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Recitals

A. The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of September 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The Borrower, the Parent, the Administrative Agent and certain Lenders have entered into that certain Limited Waiver Agreement dated as of December 8, 2017 (the “Limited Waiver”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, waived certain Defaults and Events of Default that exist under the Credit Agreement and the other Loan Documents through January 31, 2018 (the “Initial Waiver Revocation Date”).

C. The parties hereto desire to enter into this First Waiver Amendment to extend the Initial Waiver Revocation Date on the same terms as set forth in the Limited Waiver, to be effective as of the First Waiver Amendment Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this First Waiver Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this First Waiver Amendment refer to the Credit Agreement.

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Section 2. Amendment to Limited Waiver. Effective as of the First Waiver Amendment Effective Date, the reference to “January 31, 2018” appearing in clause (ii) of Section 2 of the Limited Waiver is hereby amended by replacing such date with “February 14, 2018”.

Section 3. Conditions Precedent. This First Waiver Amendment shall be effective on the date the following conditions are fulfilled (such date being the “First Waiver Amendment Effective Date”):

3.1 The Administrative Agent shall have received duly executed counterparts of this First Waiver Amendment from the Loan Parties and the Majority Lenders.

3.2 The Administrative Agent shall have received evidence satisfactory to it that the Second Lien Collateral Agent (as defined in the Junior Lien Intercreditor Agreement) has extended the Specified Standstill Period (as defined in the Fourth Amendment) to no earlier than March 8, 2018.

3.3 The Administrative Agent (and any Lender and Issuing Bank, as applicable) shall have received all fees, expenses and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including all the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank and any Lender incurred in connection with the preparation, negotiation, execution and delivery of this First Waiver Amendment (including amounts due and owing to Linklaters LLP, Opportune LLP and Xxxxxx & Xxxxxx LLP); provided that all such amounts shall have been invoiced prior to the Fourth Amendment Effective Date.

3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

Section 4. Miscellaneous.

4.1 Confirmation and Effect. The provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with its terms following the effectiveness of this First Waiver Amendment, and this First Waiver Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein.

4.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this First Waiver Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the First Waiver Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when made and (y)

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representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this First Waiver Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this First Waiver Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that immediately on and as of the First Waiver Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) of the Limited Waiver) or Borrowing Base Deficiency exists.

4.3 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This First Waiver Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This First Waiver Amendment and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this First Waiver Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this First Waiver Amendment.

(b) The words “execution,” “signed” and “signature” shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

4.4 No Oral Agreement. THIS WRITTEN FIRST WAIVER AMENDMENT, THE LIMITED WAIVER, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.5 Governing Law. THIS FIRST WAIVER AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS FIRST WAIVER AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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4.6 Payment of Expenses. The Borrower shall pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this First Waiver Amendment and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof.

4.7 Severability. Any provision of this First Waiver Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

4.8 Successors and Assigns. The provisions of this First Waiver Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.9 Release. EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS FIRST WAIVER AMENDMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND WHATSOEVER AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF, THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, OR AGAINST ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “RELEASED PARTIES”). IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO TO ENTER INTO THIS FIRST WAIVER AMENDMENT, EACH OF THE RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES AND FULLY AND FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS AND LIABILITIES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DISPUTED OR UNDISPUTED, KNOWN OR UNKNOWN, WHICH ANY OF THE RELEASING PARTIES HAS OR MAY ACQUIRE IN THE FUTURE RELATING IN ANY WAY TO ANY EVENT, CIRCUMSTANCE, ACTION OR FAILURE TO ACT AT ANY TIME ON OR PRIOR TO THE LIMITED WAIVER EFFECTIVE DATE, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO.

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THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE RELEASED PARTIES BY THE RELEASING PARTIES AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO XXX OR WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES.

[Signature pages follow]

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The parties hereto have caused this Limited Waiver to be duly executed as of the day and year first above written.

BORROWER:				TITAN ENERGY OPERATING, LLC, a Delaware limited liability company
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		Chief Financial Officer
PARENT:				TITAN ENERGY, LLC, a Delaware limited liability company
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		Chief Financial Officer

ATLAS RESOURCE PARTNERS HOLDINGS, LLC, a Delaware limited liability company
ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company
ATLAS ENERGY INDIANA, LLC, an Indiana limited liability company
ATLAS ENERGY OHIO, LLC, an Ohio limited liability company
ATLAS NOBLE, LLC, a Delaware limited liability company
ATLAS RESOURCES, LLC, a Pennsylvania limited liability company
REI-NY, LLC, a Delaware limited liability company
RESOURCE ENERGY, LLC, a Delaware limited liability company
RESOURCE WELL SERVICES, LLC, a Delaware limited liability company
VIKING RESOURCES, LLC, a Pennsylvania limited liability company
ARP BARNETT, LLC, a Delaware limited liability company
ARP OKLAHOMA, LLC, an Oklahoma limited liability company
ARP BARNETT PIPELINE, LLC, a Delaware limited liability company
By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		Chief Financial Officer

ATLAS XXXXXXX, LLC, a Texas limited liability company
ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company
ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company
ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company
ATLS PRODUCTION COMPANY, LLC, a Delaware limited liability company
ARP EAGLE FORD, LLC, a Texas limited liability company
ATLAS ENERGY SECURITIES, LLC, a Delaware limited liability company
By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		Chief Financial Officer

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank
By:		/s/ Xxxxx X. XxXxxxx
		Xxxxx X. XxXxxxx
		Director

ABN AMRO BANK N.V., as a Lender
By:		/s/ Xxxxxxx Xxxxxxx, Xx.
Name:		Xxxxxxx Xxxxxxx, Xx.
Title:		Director
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director

BARCLAYS BANK PLC, as a Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Managing Director

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxxxxxx Xxxx
Name:		Xxxxxxxxxxx Xxxx
Title:		Vice President

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
By:		/s/ Xxxx X. Xx Xxxxxx
Name:		Xxxx X. Xx Xxxxxx
Title:		Executive Director

CITIBANK, N.A., as a Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

COMPASS BANK, as a Lender
By:		/s/ Xxxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxx
Title:		Sr. Vice President

CROSS OCEAN USSS FUND I (A) LP, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Portfolio Manager, Head of Research US

CROSS OCEAN USSS SIF I LP, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Portfolio Manager, Head of Research US

T-VI CO-ES LP, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Portfolio Manager, Head of Research US

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

THE HUNTINGTON NATIONAL BANK, as a Lender
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Vice President

ING CAPITAL LLC, as a Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Director
By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Managing Director

JPMORGAN CHASE BANK, N.A., as a Lender
By:		/s/ Jo Xxxxx Xxxxxxxxx
Name:		Jo Xxxxx Xxxxxxxxx
Title:		Authorized Officer

NATAXIS, NEW YORK BRANCH, as a Lender
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Director
By:		/s/ Xxxxx Le Foyer
Name:		Xxxxx Le Foyer
Title:		Director

ROYAL BANK OF CANADA, as a Lender
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Authorized Signatory

THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director