EX-10.2(C)



 Exhibit 10.2(c) 

SECOND AMENDMENT TO 

AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT 

dated as of 
 April 10,
2017 
 among 

TITAN ENERGY OPERATING, LLC, 

as Borrower, 
 TITAN
ENERGY, LLC, 
 as Parent, 

and 
 THE LENDERS FROM
TIME TO TIME PARTY HERETO, 







 SECOND AMENDMENT TO 

AMENDED AND RESTATED SECOND LIEN CREDIT
AGREEMENT 
 This SECOND AMENDMENT TO
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Second Amendment”), dated as of April 10, 2017, 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 undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”), and each
of the Lenders that is a signatory hereto. 
 Recitals 

A. The Borrower, the Parent, Wilmington Trust, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”) and the Lenders are parties to that certain Amended and Restated Second Lien 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 has requested that the Credit Agreement be amended to extend the period in which it can deliver (i) the financial
statements required by Sections 8.01(a) and (b) for the fiscal year and fiscal quarter (respectively) in each case ending December 31, 2016 and (ii) the compliance certificates in relation to such financial statements required by
Section 8.01(c). 
 C. The parties hereto desire to enter into this Second Amendment to amend the Credit Agreement in certain respects
as set forth herein, to be effective as of the Second 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 Second
Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Second Amendment refer to the Credit Agreement. 

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Second
Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended in the manner provided in this Section 2 effective as of the Second Amendment
Effective Date. 
 2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in
alphabetical order the following definitions which shall read in full as follows: 
 “Second Amendment”
means that certain Second Amendment to Amended and Restated Second Lien Credit Agreement, dated as of April 10, 2017, among the Borrower, the Guarantors and the Lenders party thereto. 

“Second Amendment Effective Date” means April 10, 2017. 

  
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 2.2 Restated Definitions. The definition of “Loan Documents” contained in
Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Notes, if any, the
Security Instruments, the Hedge Facility Intercreditor Agreement, the Intercreditor Agreement, the Fee Letter and any and all other material agreements or instruments now or hereafter executed and delivered by any Loan Party or any other Person
(other than participation or similar agreements between any Lender and any other lender or creditor with respect to Indebtedness pursuant to this Agreement) in connection with the Indebtedness, this Agreement and the transactions contemplated
hereby, as such agreements may be amended, modified, supplemented or restated from time to time. 
 2.3 Amendments to
Section 8.01(a) of the Credit Agreement. Section 8.01(a) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and (i) not later
than 107 days after the end of the fiscal year of the Parent ending on December 31, 2016 and (ii) not later than 100 days after the end of each other fiscal year of the Parent, its audited consolidated balance sheet and related statements
of income, partners’ equity and cash flows as of the end of and for such year, setting forth, in each case, in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national
standing (with an unqualified opinion as to “going concern” and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the
financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. 

2.4 Amendments to Section 8.01(b) of the Credit Agreement. Section 8.01(b) of the Credit Agreement is hereby amended and
restated in its entirety to read in full as follows: 
 (b) Quarterly Financial Statements. As soon as available, but in any event in
accordance with then applicable law and (i) not later than 107 days after the end of the fiscal quarter of the Parent ending on December 31, 2016 and (ii) not later than 55 days after the end of each other fiscal quarter of each
fiscal year of the Parent, its consolidated balance sheet and 

  
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related statements of income, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth, in each case, in
comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects
the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. 

2.5 Amendments to Section 8.01(c) of the Credit Agreement. Section 8.01(c) of the Credit Agreement is hereby amended and
restated in its entirety to read in full as follows: 
 (c) Certificate of Financial Officer – Compliance. (i) Within four
days of the delivery of financial statements under Section 8.01(a) and Section 8.01(b) for the fiscal year and fiscal quarter (respectively) of the Parent, in each case ending December 31, 2016, and (ii) otherwise
concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a compliance certificate of a Financial Officer of the Parent in substantially the form of Exhibit D hereto (i) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
with Section 9.01, (iii) setting forth reasonably detailed calculations of the First Lien Leverage Ratio, (iv) certifying whether (x) any Borrowing Base Deficiency exists, (y) the Non-Conforming Tranche is outstanding and
(z) any “Default” or “Event of Default” under and as defined in the First Lien Credit Agreement exists (and specifying details thereof and any action taken or proposed to be taken with respect thereto) and
(v) certifying a copy of the compliance certificate delivered for such fiscal period under the First Lien Credit Agreement. Each such certificate (including the financial statements and calculations delivered with such certificate) shall
include reasonably detailed information regarding (x) any Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the calculation of all financial covenants and other financial
metrics required under this Agreement and (y) any cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the ratios that are the subject
of Section 9.01 (which information shall include a reconciliation of the Borrower’s calculation of EBITDA versus the calculation of Consolidated Net Income in accordance with GAAP). 

2.6 Amendments to Section 10.01(d) of the Credit Agreement. Section 10.01(d) of the Credit Agreement is hereby amended and
restated in its entirety to read in full as follows: 
 (d) (i) the Parent, the Borrower or any Restricted Subsidiary shall
fail to observe or perform any covenant, condition or agreement contained in Section 8.01(a)(i), Section 8.01(b)(i), Section 8.01(c)(i), Section 8.01(i), Section 8.01(m), Section 8.01(t), Section 8.02(a),
Section 8.17 or in Article IX or (ii) any provision of the Organizational Documents (including the Parent LLC Agreement and the Borrower LLC Agreement) is amended, supplemented or otherwise modified in any manner that is material and
adverse to the interests of the Lenders; 

  
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 Section 3. Conditions Precedent. The amendments contained in Section 2
hereof shall be effective on the date the following conditions are fulfilled (such date being the “Second Amendment Effective Date”): 

3.1 The Required Lenders shall have received duly executed counterparts of this Second Amendment from the Loan Parties. 

3.2 The Required Lenders shall have received all fees, expenses and other amounts due and payable on or prior to the Second Amendment
Effective Date, including all fees and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Second Amendment due and owing to Latham & Watkins LLP and invoiced prior to the Second Amendment
Effective Date. 
 3.3 The Required Lenders shall have received an executed copy of an amendment to the First Lien Credit Agreement in form
and substance reasonably satisfactory to them. 
 3.4 No Loan Party or any of their respective Affiliates shall have entered into any side
letter or other agreement with the First Lien Lenders and/or the First Lien Agent with respect to any amendments to the First Lien Credit Agreement other than those contemplated by the amendment referenced in Section 3.3 above. 

Section 4. Miscellaneous. 

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Second Amendment) shall remain in full force
and effect in accordance with its terms following the effectiveness of this Second Amendment, and this Second Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided
for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and
each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. 

4.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this
Second 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 

  
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with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders 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 Second 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) 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 that the execution, delivery and performance by such Loan Party of this Second 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 Second 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 that immediately
on and as of the Second Amendment Effective Date, no Default or Event of Default exists. 
 4.3 Counterparts; Integration; Effectiveness;
Electronic Execution. 
 (a) This Second 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 Second Amendment and the other Loan Documents, and any separate letter agreements with respect to fees payable
to the Administrative Agent, 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 Second Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Second 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 SECOND AMENDMENT,
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 SECOND
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 SECOND 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 Required Lenders, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Required Lenders, 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 Required Lenders as to the
rights and duties of the Required Lenders with respect thereto) of this Second Amendment and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof. 

4.7 Severability. Any provision of this Second 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 Second 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 SECOND 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 LENDERS PARTY HERETO TO ENTER INTO THIS SECOND 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 SECOND AMENDMENT EFFECTIVE DATE, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF


  
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THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. 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 SUE 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 Second Amendment to be duly executed as of the day and year
first above written. 
  

					
	BORROWER:	 	TITAN ENERGY OPERATING, LLC
			
		 	By:	 	 /s/ Jeffrey M. Slotterback

		 	Name:	 	Jeffrey M. Slotterback
		 	Title:	 	Chief Financial Officer
		
	PARENT:	 	TITAN ENERGY OPERATING, LLC
			
		 	By:	 	 /s/ Jeffrey M. Slotterback

		 	Name:	 	Jeffrey M. Slotterback
		 	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 ENERGY TENNESSEE, LLC, a
	Pennsylvania 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/ Jeffrey Slotterback

		 	Jeffrey Slotterback
		 	Chief Financial Officer









 
			
	ATLAS BARNETT, 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, an
	Delaware limited liability company
	
	ATLAS PIPELINE TENNESSEE, LLC, a
	Pennsylvania limited liability company
	
	ARP EAGLE FORD, LLC, a Texas limited liability company
	
	ATLAS ENERGY SECURITIES, LLC, a
	Delaware limited liability company
		
	By:	 	 /s/ Jeffrey Slotterback

		 	Jeffrey Slotterback
		 	Chief Financial Officer









 
			
	FS ENERGY & POWER FUND, as a Lender
	By: GSO Capital Partners LP, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory
	
	WAYNE FUNDING LLC, as a Lender
	By: FS Investment Corporation II, as Sole Member
	By: GSO Capital Partners LP, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory
	
	FOXFIELDS FUNDING LLC, as a Lender
	By: FS Investment Corporation II, as Sole Member
	By: GSO Capital Partners LP, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory
	
	WISSAHICKON CREEK LLC, as a Lender
	By: FS Investment Corporation II, as Sole Member
	By: GSO / Blackstone Debt Funds Management
	LLC, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory









 
			
	LEHIGH RIVER LLC, as a Lender
	By: FS Investment Corporation II, as Sole Member
	By: GSO / Blackstone Debt Funds Management
	LLC, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory
	
	JUNIATA RIVER LLC, as a Lender
	By: FS Investment Corporation II, as Sole Member
	By: GSO / Blackstone Debt Funds Management
	LLC, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory









 
			
	JEFFERSON SQUARE FUNDING LLC, as a Lender
	By: FS Investment Corporation III, as Sole Member
	By: GSO / Blackstone Debt Funds Management
	LLC, as Sub-Adviser
		
	By:	 	 /s/ Marissa Beeney

	Name:	 	Marissa Beeney
	Title:	 	Authorized Signatory









 
			
	MTP ENERGY OPPORTUNITIES FUND LLC, as a Lender
	By: MTP Energy Management LLC, its managing member
	By: Magnetar Financial LLC, its sole member
		
	By:	 	 /s/ Michael Turro

	Name:	 	Michael Turro
	Title:	 	Chief Compliance Officer
	
	MTP ENERGY MASTER FUND LTD, as a
	Lender
	By: MTP Energy Management LLC, its managing member
	By: Magnetar Financial LLC, its sole member
		
	By:	 	 /s/ Michael Turro

	Name:	 	Michael Turro
	Title:	 	Chief Compliance Officer