AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P.Merger Agreement • July 26th, 2012 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • Delaware
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of July 25 , 2012, is entered into and effectuated by Atlas Resource Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Sections 5.5 and 13.1(g) of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 26, 2012 among ATLAS RESOURCE PARTNERS, L.P., as Borrower, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES,...Credit Agreement • July 26th, 2012 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), dated as of July 26, 2012 (the “Second Amendment Effective Date”), is among ATLAS RESOURCE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT by and between ATLAS RESOURCE PARTNERS, L.P. and R/C ENERGY IV TGP HOLDINGS, L.P.Registration Rights Agreement • July 26th, 2012 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2012, by and between Atlas Resource Partners, L.P., a Delaware limited partnership (“Atlas”), and R/C ENERGY IV TGP HOLDINGS, L.P. (the “Majority Holder”), as holder of 98.60% of the outstanding Class A Units of TITAN OPERATING L.L.C., a Texas limited liability company (“Titan”).
JOINDER AGREEMENTJoinder Agreement • July 26th, 2012 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York
This Joinder Agreement dated as of July 26, 2012 (this “Agreement”), is between Atlas Barnett, LLC, a Texas limited liability company (the “New Guarantor”) and Wells Fargo Bank, National Association, in its capacity as administrative agent under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used in this Agreement without definition have the meanings assigned to those terms in the Guaranty, the Security Agreement, and the Credit Agreement.
