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  Exhibit 10.6    
    


 
    FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED
  CREDIT AGREEMENT    
    


        This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is made as of January 12, 2010, 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 Administrative Agent, the Lenders, the Borrowers and the Guarantors have agreed to amend the Credit Agreement to permit the
Borrowers to incur additional unsecured Indebtedness 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 2 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    Limitation on Indebtedness.    Section 7.01(j) of the
Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 



        (j)    subject to any adjustment to the Borrowing Base required under Section 3.06 and any mandatory prepayment required under
Section 2.11(b), Indebtedness of Finco resulting from the issuance of Senior Notes in an aggregate principal amount not to exceed $550,000,000 at any time outstanding, and any Permitted
Refinancing of any Indebtedness incurred under this clause (j); provided that at the time of and immediately after giving effect to each issuance of such Senior
Notes or any Permitted Refinancing thereof, no Default shall have occurred and be continuing.




        1.2    Senior Notes Restrictions.    Section 7.15 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 



        Section 7.15.    Senior Notes Restrictions.    No Credit
Party will, nor will any Credit Party permit any Restricted Subsidiary to, (a) except for the regularly scheduled payments of interest required under  



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 the Senior Notes Documents, directly or indirectly, retire, redeem, defease, repurchase or prepay prior to the scheduled due date thereof any part of the principal of, or interest on, the Senior Notes
(or any Permitted Refinancing thereof); provided that so long as no Default has occurred and is continuing or would be caused thereby, the Borrower may retire, redeem,
defease, repurchase or prepay the Senior Notes (i) with the proceeds of any Permitted Refinancing permitted pursuant to Section 7.01(j), (ii) with the net cash proceeds of any
issuance of Equity Interests of Holdings or (iii) pursuant to an asset sale tender offer with the cash proceeds of any asset sale to the extent required by the terms of the Indenture, but in
any event subject to compliance by the Credit Parties with any prepayment of the Obligations required by any consent of the Lenders to such sale, or (b) enter into or permit any supplement,
modification or amendment of, or waive any right or obligation of any Person under, any Senior Notes Document or any document governing any Permitted Refinancing of the Senior Notes if the effect
thereof would be to (i) shorten its average life or maturity, (ii) cause the outstanding aggregate principal amount of the Senior Notes issued by Finco, taken as a whole, to exceed
$550,000,000, (iii) increase the rate or shorten any period for payment of interest thereon, (iv) cause any covenant, default or remedy provisions contained therein to be materially more
onerous on any Credit Party or any Restricted Subsidiary, or (v) cause any mandatory prepayment, repurchase or redemption provisions contained therein to be materially more onerous on any
Credit Party or any Restricted Subsidiary.




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



        2.1    Execution and Delivery.    Each Credit Party, the Required Lenders, 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. 


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


        2.3    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. 


SECTION 3.    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: 


        3.1    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). 


        3.2    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 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. 


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        3.3    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. 


        3.4    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 4.    Miscellaneous.  


        4.1    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. 


        4.2    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. 


        4.3    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. 


        4.4    Counterparts.    This Amendment may be executed in one 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. 


        4.5    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. 


        4.6    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. 


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


        4.8    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/ John Clark








 
	 
	 	 	 	Name:	 	John Clark
	 
	 	 	 	Title:	 	Managing 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:	 	Vice President




 

 SIGNATURE PAGE







 






 



							
	 
	 	 BARCLAYS BANK PLC,

as a Lender
	 
	 	 By:
	 	  /s/ Sam Yoo








 
	 
	 	 	 	Name:	 	Sam Yoo
	 
	 	 	 	Title:	 	Assistant Vice President




 

 SIGNATURE PAGE
















































 






 



							
	 
	 	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender
	 
	 	 By:
	 	  /s/ Daria Majoney








 
	 
	 	 	 	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/ Michael D. Willis








 
	 
	 	 	 	Name:	 	Michael D. Willis
	 
	 	 	 	Title:	 	Managing Director




 

 SIGNATURE PAGE







 






 



							
	 
	 	 COMERICA BANK,

as a Lender
	 
	 	 By:
	 	  /s/ Caroline McClurg








 
	 
	 	 	 	Name:	 	Caroline McClurg
	 
	 	 	 	Title:	 	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/ Paul O'Leary








 
	 
	 	 	 	Name:	 	Paul O'Leary
	 
	 	 	 	Title:	 	Director
	 
	 	 By:
	 	  /s/ Marcus M. Tarkington








 
	 
	 	 	 	Name:	 	Marcus M. Tarkington
	 
	 	 	 	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











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Exhibit 10.6


FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

WITNESSETH