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  Exhibit 10.5    
    


 
    FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED
  CREDIT AGREEMENT    
    


        This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is made as of November 9, 2009, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation ("Antero"), ANTERO RESOURCES MIDSTREAM
CORPORATION, a Delaware corporation ("Antero Midstream"), ANTERO RESOURCES PICEANCE CORPORATION, a Delaware corporation ("Antero
Piceance"), ANTERO RESOURCES PIPELINE CORPORATION, a Delaware corporation ("Antero Pipeline"), and ANTERO RESOURCES APPALACHIAN
CORPORATION, a Delaware corporation ("Antero Appalachian" and, together with Antero, Antero Midstream, Antero Piceance and Antero Pipeline, each, a
"Borrower" and collectively, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors, the
LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise expressly
defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below). 


 
 

  WITNESSETH:    
    


        WHEREAS, the Borrowers, the Guarantors, the Administrative Agent and the Lenders have
entered into that certain Third Amended and Restated Credit Agreement, dated as of January 14, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"); and 



        WHEREAS, the Borrowers, the Guarantors the Administrative Agent and the Lenders, have agreed to amend the Credit Agreement to facilitate
the addition of certain financial institutions as new Lenders and the departure of an existing Lender and for certain other purposes as provided herein, subject to the terms and conditions set forth
herein. 


        NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrowers, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows: 



SECTION 1.    Amendments to Credit Agreement.    Subject to the satisfaction or waiver in writing of each condition precedent
set forth in Section 3 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this
Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1. 


        1.1    Additional Definition.    The following definition shall be and
it hereby is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order: 



        "Fourth Amendment Effective Date" means November 9,
2009. 




        1.2    Amendment to
Schedule 1.01.    Schedule 1.01 to the Credit Agreement shall be and it hereby is amended in its
entirety and replaced with Schedule 1.01 attached hereto. 


SECTION 2.    Reallocation of Commitments and Loans.    Fortis Capital Corp. ("Departing
Lender") desires to assign all of its rights and obligations as a Lender under the Credit Agreement to other Lenders. In addition, the other Lenders have agreed among
themselves to reallocate their respective Commitments, and to, among other things, allow certain financial institutions identified by J.P. Morgan Securities, Inc. in its capacity as Sole
Bookrunner and Joint Lead Arranger (in such capacity "J.P. Morgan") in consultation with the Borrower, to become a party to the Credit Agreement as a
Lender (each, a "New Lender") by acquiring an interest in the Aggregate Commitment. Each of the 


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Administrative
Agent and the Borrowers hereby consent to (i) the assignments by the Departing Lender of its rights and obligations as a Lender under the Credit Agreement to the other Lenders,
including the New Lenders, (ii) the reallocation of the Commitments and (iii) each New Lender's acquisition of an interest in the Aggregate Commitment. On the date this Amendment becomes
effective and after giving effect to such reallocation of the Aggregate Commitment, the Commitment of the Departing Lender shall terminate and the Commitment of each Lender, including each New Lender,
shall be as set forth on Schedule 1.01 of this Amendment. With respect to such reallocation, each New Lender shall be deemed to have acquired its
Commitment from the Departing Lender and each of the other Lenders and such acquisition of the Departing Lender's Commitment and the reallocation of the Aggregate Commitment among the Lenders shall be
deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the
Departing Lender, such New Lenders and the other Lenders had executed an Assignment and Assumption with respect to such acquisition and reallocation. The Administrative Agent hereby waives the $3,500
processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations
contemplated by this Section 2. To the extent requested by any Lender, including the Departing Lender, and in accordance with  Section 2.16 of the
Credit Agreement, the Borrowers shall pay to such Lender, within the time period prescribed by  Section 2.16 of the Credit Agreement, any amounts required to be paid by the Borrowers under 
Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan
other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this  Section 2. 



SECTION 3.    Conditions.    The amendments to the Credit Agreement contained in  Section 1 of this Amendment
and the termination, reallocation and assignments contained in  Section 2 of this Amendment shall become effective upon the satisfaction of each of the conditions set forth in this  Section 3. 


        3.1    Execution and Delivery.    Each Credit Party, each Lender,
including the Departing Lender, and the Administrative Agent shall have executed and delivered this Amendment and each other required document, all in form and substance satisfactory to the
Administrative Agent. 


        3.2    No Default.    No Default shall have occurred and be continuing
or shall result from the effectiveness of this Amendment. 


        3.3    Other Documents.    The Administrative Agent shall have
received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such
documents shall be in form and substance satisfactory to the Administrative Agent. 


        3.4    Fees.    The Borrowers, the Administrative Agent and J.P.
Morgan shall have executed and delivered a fee letter in connection with this Amendment, and the Administrative Agent and J.P. Morgan shall have received the fees separately agreed upon in such fee
letter. 


SECTION 4.    Representations and Warranties of Credit Parties.    To induce the Lenders to enter into this Amendment, each
Credit Party hereby represents and warrants to the Lenders as follows: 


        4.1    Reaffirmation of Representations and Warranties/Further
Assurances.    After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of
the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date). 


        4.2    Corporate Authority; No Conflicts.    The execution, delivery
and performance by each Credit Party (to the extent a party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party's
corporate or other organizational 


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powers,
have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any
provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted
Liens and otherwise as permitted in the Credit Agreement. 



        4.3    Enforceability.    This Amendment constitutes the valid and binding obligation of the Borrowers and each other
Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor's rights generally,
and (ii) the availability of equitable remedies may be limited by equitable principles of general application. 


        4.4    No Default.    As of the date hereof, both before and
immediately after giving effect to this Amendment, no Default has occurred and is continuing. 


SECTION 5.    Miscellaneous.


        5.1    Reaffirmation of Loan Documents and Liens.    Any and all of
the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and
confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of
any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof. 


        5.2    Parties in Interest.    All of the terms and provisions of this
Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 



        5.3    Legal Expenses.    Each Credit Party hereby agrees to pay all
reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all
related documents. 


        5.4    Counterparts.    This Amendment may be executed in one
(1) or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this
Amendment. 


        5.5    Complete Agreement.    THIS AMENDMENT, THE CREDIT AGREEMENT,
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 


        5.6    Headings.    The headings, captions and arrangements used in
this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 


        5.7    Governing Law.    This Amendment shall be construed in
accordance with and governed by the laws of the State of Texas. 


        5.8    Loan Document.    This Amendment shall constitute a Loan
Document for all purposes and in all respects. 


[Remainder of page intentionally blank.

Signature pages follow.]  


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        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers to be effective as
of the date first above written. 

 






 



							
	 
	 	 BORROWERS:
	 
	 	   ANTERO RESOURCES CORPORATION

	 
	 	 By:
	 	  /s/ Alvyn A. Schopp








 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting
	 
	 	   ANTERO RESOURCES MIDSTREAM CORPORATION

	 
	 	 By:
	 	  /s/ Alvyn A. Schopp








 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting
	 
	 	   ANTERO RESOURCES PICEANCE CORPORATION

	 
	 	 By:
	 	  /s/ Alvyn A. Schopp









 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting
	 
	 	   ANTERO RESOURCES PIPELINE CORPORATION

	 
	 	 By:
	 	  /s/ Alvyn A. Schopp








 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting




 

 SIGNATURE PAGE







 






 



							
	 
	 	 ANTERO RESOURCES APPALACHIAN CORPORATION
	 
	 	 By:
	 	  /s/ Alvyn A. Schopp








 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting
	 
	 	   RESTRICTED SUBSIDIARIES:

	 
	 	   ANTERO RESOURCES FINANCE CORPORATION

	 
	 	 By:
	 	  /s/ Alvyn A. Schopp








 
	 
	 	 	 	Name:	 	Alvyn A. Schopp
	 
	 	 	 	Title:	 	Treasurer and Vice President,

Administration and Accounting




 

 SIGNATURE PAGE







 






 



							
	 
	 	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Issuing Bank and a Lender
	 
	 	 By:
	 	  /s/ Ryan Fuessel








 
	 
	 	 	 	Name:	 	Ryan Fuessel
	 
	 	 	 	Title:	 	Senior Vice President




 

 SIGNATURE PAGE
















































 






 



							
	 
	 	 BANK OF SCOTLAND plc,

as Co-Syndication Agent and a Lender
	 
	 	 By:
	 	  /s/ Julia R. Franklin








 
	 
	 	 	 	Name:	 	Julia R. Franklin
	 
	 	 	 	Title:	 	Assistant Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 BNP PARIBAS,

as Co-Syndication Agent and a Lender
	 
	 	 By:
	 	  /s/ Russell Otts








 
	 
	 	 	 	Name:	 	Russell Otts
	 
	 	 	 	Title:	 	Director
	 
	 	 By:
	 	  /s/ Greg Smothers








 
	 
	 	 	 	Name:	 	Greg Smothers
	 
	 	 	 	Title:	 	Director




 

 SIGNATURE PAGE







 






 



							
	 
	 	 UNION BANK, N.A. (f/k/a UNION BANK OF

CALIFORNIA, N.A.),

as Documentation Agent and a Lender
	 
	 	 By:
	 	  /s/ Jarrod Bourgeois








 
	 
	 	 	 	Name:	 	Jarrod Bourgeois
	 
	 	 	 	Title:	 	Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 WELLS FARGO BANK, N.A.,

as a Lender
	 
	 	 By:
	 	  /s/ Suzanne F. Ridenhour








 
	 
	 	 	 	Name:	 	Suzanne F. Ridenhour
	 
	 	 	 	Title:	 	Senior Portfolio Manager




 

 SIGNATURE PAGE







 






 



							
	 
	 	 BARCLAYS BANK PLC,

as a Lender
	 
	 	 By:
	 	  /s/ Kevin Cullen








 
	 
	 	 	 	Name:	 	Kevin Cullen
	 
	 	 	 	Title:	 	Director




 

 SIGNATURE PAGE
















































 






 



							
	 
	 	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender
	 
	 	 By:
	 	  /s/ Daria Mahoney








 
	 
	 	 	 	Name:	 	Daria Mahoney
	 
	 	 	 	Title:	 	Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 CALYON NEW YORK BRANCH,

as a Lender
	 
	 	 By:
	 	  /s/ Tom Byargeon








 
	 
	 	 	 	Name:	 	Tom Byargeon
	 
	 	 	 	Title:	 	Managing Director
	 
	 	 By:
	 	  /s/ Sharada Manne








 
	 
	 	 	 	Name:	 	Sharada Manne
	 
	 	 	 	Title:	 	Director




 

 SIGNATURE PAGE







 






 



							
	 
	 	 COMERICA BANK,

as a Lender
	 
	 	 By:
	 	  /s/ Matt Turner








 
	 
	 	 	 	Name:	 	Matt Turner
	 
	 	 	 	Title:	 	Assistant Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 KEYBANK, NATIONAL ASSOCIATION,

as a Lender
	 
	 	 By:
	 	  /s/ Todd Coker








 
	 
	 	 	 	Name:	 	Todd Coker
	 
	 	 	 	Title:	 	Assistant Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a Lender
	 
	 	 By:
	 	  /s/ Nupur Kumar








 
	 
	 	 	 	Name:	 	Nupur Kumar
	 
	 	 	 	Title:	 	Vice President
	 
	 	 By:
	 	  /s/ Kevin Buddhdew








 
	 
	 	 	 	Name:	 	Kevin Buddhdew
	 
	 	 	 	Title:	 	Associate




 

 SIGNATURE PAGE
















































 






 



							
	 
	 	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender
	 
	 	 By:
	 	  /s/ Marcus M. Tarkington








 
	 
	 	 	 	Name:	 	Marcus M. Tarkington
	 
	 	 	 	Title:	 	Director
	 
	 	 By:
	 	  /s/ Carin Keegan








 
	 
	 	 	 	Name:	 	Carin Keegan
	 
	 	 	 	Title:	 	Director




 

 SIGNATURE PAGE







 






 



							
	 
	 	 GUARANTY BANK AND TRUST COMPANY,

as a Lender
	 
	 	 By:
	 	  /s/ Gail J. Nofsinger








 
	 
	 	 	 	Name:	 	Gail J. Nofsinger
	 
	 	 	 	Title:	 	Senior Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 FORTIS CAPITAL CORP.,

as Departing Lender
	 
	 	 By:
	 	  /s/ Michaela Braun








 
	 
	 	 	 	Name:	 	Michaela Braun
	 
	 	 	 	Title:	 	Vice President
	 
	 	 By:
	 	  /s/ Steve Staples








 
	 
	 	 	 	Name:	 	Steve Staples
	 
	 	 	 	Title:	 	Director




 

 SIGNATURE PAGE











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Exhibit 10.5


FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

WITNESSETH