EX-10.1


 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 
 WELLS 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 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 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 Vinson & Elkins 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 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 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/ Jeffrey M. Slotterback

		 		 	Name:	 	Jeffrey M. Slotterback
		 		 	Title:	 	Chief Financial Officer
			
	PARENT:	 		 	TITAN ENERGY, LLC, a Delaware limited liability company
				
		 		 	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 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 M. Slotterback

	Name:	 	Jeffrey M. Slotterback
	Title:	 	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, 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/ Jeffrey M. Slotterback

	Name:	 	Jeffrey M. Slotterback
	Title:	 	Chief Financial Officer








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank
		
	By:	 	 /s/ Bryan M. McDavid

		 	Bryan M. McDavid
		 	Director








 
			
	ABN AMRO BANK N.V., as a Lender
		
	By:	 	 /s/ Francis Ballard, Jr.

	Name:	 	Francis Ballard, Jr.
	Title:	 	Director
		
	By:	 	 /s/ Vincent E. Lisanti

	Name:	 	Vincent E. Lisanti
	Title:	 	Managing Director








 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Adam Yarnold

	Name:	 	Adam Yarnold
	Title:	 	Managing Director








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Christopher Kuna

	Name:	 	Christopher Kuna
	Title:	 	Vice President








 
			
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Eric J. De Santis

	Name:	 	Eric J. De Santis
	Title:	 	Executive Director








 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Phil Ballard

	Name:	 	Phil Ballard
	Title:	 	Vice President








 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Rachel Festervand

	Name:	 	Rachel Festervand
	Title:	 	Sr. Vice President








 
			
	 CROSS OCEAN USSS FUND I (A) LP,

as a Lender

		
	By:	 	 /s/ Nicholas Renwick

	Name:	 	Nicholas Renwick
	Title:	 	Portfolio Manager, Head of Research US








 
			
	 CROSS OCEAN USSS SIF I LP,

as a Lender

		
	By:	 	 /s/ Nicholas Renwick

	Name:	 	Nicholas Renwick
	Title:	 	Portfolio Manager, Head of Research US









			
	 T-VI CO-ES LP,

as a Lender

		
	By:	 	 /s/ Nicholas Renwick

	Name:	 	Nicholas Renwick
	Title:	 	Portfolio Manager, Head of Research US









			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Maria Guinchard

	Name:	 	Maria Guinchard
	Title:	 	Vice President
		
	By:	 	 /s/ Alicia Schug

	Name:	 	Alicia Schug
	Title:	 	Vice President









			
	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Jason A. Zilewicz

	Name:	 	Jason A. Zilewicz
	Title:	 	Vice President









			
	ING CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Scott Lamoreaux

	Name:	 	Scott Lamoreaux
	Title:	 	Director
		
	By:	 	 /s/ Charles Hall

	Name:	 	Charles Hall
	Title:	 	Managing Director









			
	 JPMORGAN CHASE BANK, N.A.,

as a Lender

		
	By:	 	 /s/ Jo Linda Papadakis

	Name:	 	Jo Linda Papadakis
	Title:	 	Authorized Officer








 
			
	NATAXIS, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Jarrett C. Price

	Name:	 	Jarrett C. Price
	Title:	 	Director
		
	By:	 	 /s/ Brice Le Foyer

	Name:	 	Brice Le Foyer
	Title:	 	Director








 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Sean F. Young

	Name:	 	Sean F. Young
	Title:	 	Authorized Signatory








 
			
	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
		
	By:	 	 /s/ Thane Rattew

	Name:	 	Thane Rattew
	Title:	 	Managing Director