Fourth Amendment to Amended and Restated Credit Agreement



 Exhibit 10.1 
 FOURTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT

 dated as of 
 January 11, 2013 
 among 

ATLAS RESOURCE PARTNERS, L.P., 
 as Borrower, 
 THE LENDERS PARTY HERETO, 

and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent 
 WELLS FARGO SECURITIES, LLC, 

as Joint Lead Arranger and Joint Bookrunner 
 CITIBANK, N.A., 
 as Joint Lead Arranger, Joint Bookrunner and Syndication
Agent 
 JPMORGAN CHASE BANK, N.A., 
 DEUTSCHE BANK SECURITIES INC., and 
 BANK OF AMERICA, N.A.,

 as Co-Documentation Agents 







 FOURTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT

 This FOURTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Fourth Amendment”), dated as of January 11, 2013 (the “Fourth 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”). 
 Recitals

 A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit
Agreement dated as of March 5, 2012 (as amended prior to the date hereof, 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 parties hereto desire to amend certain terms of the Credit Agreement including, without
limitation, to reduce the amount of the automatic reduction in the Borrowing Base that will occur with respect to the Borrower’s issuance of up to $300,000,000 of Senior Notes on or prior to March 31, 2013 from 25% of the stated amount of
such Senior Notes to 15% of the stated amount of such Senior Notes, to be effective as of the Fourth 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 Fourth Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all
section references in this Fourth Amendment refer to the Credit Agreement. 
 Section 2. Amendments. In reliance on
the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as
of the Fourth Amendment Effective Date in the manner provided in this Section 2. 
 2.1 Additional
Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows: 

“Fourth Amendment” means that certain Fourth Amendment to Amended and Restated Credit Agreement dated as
of January [    ], 2013, among the Borrower, the Guarantors, the Administrative Agent and the Lenders. 
 “Fourth Amendment Effective Date” means January 11, 2013. 

  
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 2.2 Amended Definitions. The definitions of “Loan Documents”,
“Oil and Gas Reserve Borrowing Base”, “Partnership Interest Borrowing Base”, “Well Services Borrowing Base”, and “Working Interest Borrowing Base” contained in Section 1.02 of
the Credit Agreement are hereby amended and restated in their entirety to read in full as follows: 

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment, the Notes, if any, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Intercreditor Agreement, the Second Lien Intercreditor Agreement 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 Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender or participation or similar agreements
between any Lender and any other lender or creditor with respect to any 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. 
 “Oil and Gas Reserve Borrowing Base”
means, at any time of determination, an amount equal to the sum of the Working Interest Borrowing Base plus the Partnership Interest Borrowing Base, as the same may be adjusted from time to time between Redetermination Dates pursuant to
Section 2.07(f), Section 2.07(h) or Section 8.12(d). 
 “Partnership Interest Borrowing
Base” means, at any time of determination, the amount determined as the Partnership Interest Borrowing Base in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to
Section 2.07(f), Section 2.07(h) or Section 8.12(d); provided that in no event shall the “Partnership Interest Borrowing Base” exceed the lesser of (a) the Working Interest Borrowing Base and
(b) $60,000,000. 
 “Well Services Borrowing Base” means, at any time of determination, an
amount equal to the product of 2.50 multiplied by the Well Services Income as the same may be adjusted from time to time in between Redetermination Dates pursuant to Section 2.07(f); provided that in no event shall the “Well
Services Borrowing Base” exceed 15% of the Oil and Gas Reserve Borrowing Base. 
 “Working Interest
Borrowing Base” means, at any time of determination, the amount determined as the Working Interest Borrowing Base in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to
Section 2.07(f), Section 2.07(h) or Section 8.12(d). 
 2.3 Amendment to Section 2.07(f) of the Credit
Agreement. Section 2.07(f) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 
 (f) Reduction of Borrowing Base Upon Issuance of Senior Notes. In addition to the other redeterminations of the Borrowing Base provided for herein, and notwithstanding anything to the contrary
contained herein, upon the issuance of any Senior Notes permitted by Section 9.02(h), the Borrowing Base then in effect shall be automatically reduced by an amount equal to (i) with respect to an aggregate stated principal amount of Senior
Notes up to $300,000,000 issued on or after the Fourth Amendment Effective Date and on or prior to March 31, 2013, the product of 0.15 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and
(ii) with respect to all other issuances of Senior Notes, the product of 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and, in each case, the Borrowing Base as so reduced
shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders on such date until the next redetermination or modification of the
Borrowing Base pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any reduction of the Borrowing Base pursuant to this Section 2.07(f) shall be comprised of a pro rata reduction in the Working
Interest Borrowing Base, the Partnership Interest Borrowing Base and the Well Services Borrowing Base. 
 Section 3.
Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the following: 
 3.1 The Administrative
Agent shall have received counterparts of this Fourth Amendment from the Loan Parties and the Majority Lenders. 
 3.2 The
conditions set forth in Section 6.02 of the Credit Agreement shall be satisfied. 

  
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 Section 4. Miscellaneous. 

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fourth Amendment) shall remain in full
force and effect in accordance with its terms following the effectiveness of this Fourth Amendment. 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 (i) acknowledges the terms of this Fourth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (iii) acknowledges,
renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (iv) 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 as amended hereby, (v) 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 as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific
date, in which case such representations and warranties were true and correct when made), and (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this
Fourth 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 Fourth 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. 

4.3 Counterparts. This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually
executed original counterpart hereof. 
 4.4 No Oral Agreement. THIS WRITTEN
FOURTH 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 FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
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 4.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent. 
 4.7 Severability. Any provision of this Fourth Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

4.8 Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
 [signature pages follow] 

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

									
	BORROWER:	 		 	ATLAS RESOURCE PARTNERS, L.P.
				
		 		 	By:	 	 Atlas Resource Partners GP, LLC,
 its general partner

					
		 		 		 	By:	 	 /s/ Sean McGrath

		 		 		 	Name:	 	Sean McGrath
		 		 		 	Title:	 	Chief Financial Officer


  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company
	
	ATLAS ENERGY HOLDINGS OPERATING COMPANY, LLC, a Delaware 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
	
	ATLAS BARNETT, LLC, a Texas limited liability company
		
	By:	 	 /s/ Sean McGrath

	Name:	 	Sean McGrath
	Title:	 	Chief Financial Officer



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
		
	By:	 	 /s/ Matt W. Coleman

		 	 Matt W. Coleman, Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Mason McGurrin

	Name:	 	 Mason McGurrin

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Jo Linda Papadakis

	Name:	 	 Jo Linda Papadakis

	Title:	 	 Authorized Officer




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Adam H. Fey

	Name:	 	 Adam H. Fey

	Title:	 	 Director




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	NATIXIS, as a Lender
		
	By:	 	 /s/ Timothy Polvado

	Name:	 	 Timothy Polvado

	Title:	 	 Sr. Managing Director

		
	By:	 	 /s/ Louis P. Laville, III

	Name:	 	 Louis P. Laville, III

	Title:	 	 Managing Director




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	SOVEREIGN BANK, N.A., as a Lender
		
	By:	 	 /s/ Mark Connelly

	Name:	 	 Mark Connelly

	Title:	 	 Senior Vice President

		
	By:	 	 /s/ Aidan Lanigan

	Name:	 	 Aidan Lanigan

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Peter Shen

	Name:	 	 Peter Shen

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
		
	By:	 	 /s/ Kevin Chichester

	Name:	 	 Kevin Chichester

	Title:	 	 Director

		
	By:	 	 /s/ Calli S. Hayes

	Name:	 	 Calli S. Hayes

	Title:	 	 Managing Director




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ John S. Lesikar

	Name:	 	 John S. Lesikar

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ABN AMRO CAPITAL USA LLC, as a Lender
		
	By:	 	 /s/ Elizabeth Johnson

	Name:	 	 Elizabeth Johnson

	Title:	 	 Vice President

		
	By:	 	 /s/ Darrell Holley

	Name:	 	 Darrell Holley

	Title:	 	 Managing Director




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Scott Mackey

	Name:	 	 Scott Mackey

	Title:	 	 Director




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Mark Lumpkin, Jr.

	Name:	 	 Mark Lumpkin, Jr.

	Title:	 	 Authorized Signatory




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Umar Hassan

	Name:	 	 Umar Hassan

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CADENCE BANK, N.A., as a Lender
		
	By:	 	 /s/ Eric Broussard

	Name:	 	 Eric Broussard

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P.