Joinder Agreement dated as of April 18, 2012



 Exhibit 10.2 
 JOINDER AGREEMENT 
 This Joinder Agreement dated as of April 18, 2012
(this “Agreement”), is between ARP Barnett, LLC, a Delaware limited liability company (“Barnett”), ARP Oklahoma, LLC, an Oklahoma limited liability company (“Oklahoma” and together with Barnett, each a
“New Guarantor”, and collectively the “New Guarantors”) and Wells Fargo Bank, National Association, in its capacity as administrative agent under the Credit Agreement (defined below) (in such capacity, the
“Administrative Agent”). Capitalized terms used in this Agreement without definition have the meanings assigned to those terms in the Guaranty, the Security Agreement, and the Credit Agreement. 

RECITALS 

A. Pursuant to an Amended and Restated Credit Agreement dated as of March 5, 2012 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto from time to time (the
“Lenders”), and the Administrative Agent, the Lenders agreed to make loans and other extensions of credit to the Borrower in an aggregate principal amount of up to the Maximum Credit Amounts. 

B. The Borrower and/or one or more of its Subsidiaries may at any time and from time to time enter into one or more Secured Swap
Agreements with one or more Secured Swap Providers (as defined in the Security Agreement, defined below). 
 C. The Borrower
and/or one or more of its Subsidiaries may at any time and from time to time enter into an agreement in respect of Bank Products with a Bank Products Provider. 
 D. Pursuant to an Amended and Restated Guaranty dated as of March 5, 2012 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Subsidiaries of
the Borrower party thereto from time to time (the “Guarantors”) in favor of the Administrative Agent for the benefit of the Secured Creditors (as defined in the Guaranty), the Guarantors have guaranteed the payment of the
Indebtedness, and pursuant to an Amended and Restated Security Agreement dated as of March 5, 2012 (as amended, restated or otherwise modified from time to time, the “Security Agreement”) made by the Borrower, the Subsidiaries
of Borrower party thereto from time to time (together with the Borrower, the “Grantors”), and the Agent for the benefit of the Secured Creditors (as defined in the Security Agreement), the Grantors have granted security interests in
the collateral described therein as security for the Indebtedness. 
 E. Section 4.14 of the Guaranty and Section 9.13
of the Security Agreement provide that additional Material Subsidiaries of the Borrower may become Guarantors under the Guaranty and Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Agreement. Each
New Guarantor is executing this Agreement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty and a Grantor under the Security Agreement. 

Accordingly, the Administrative Agent and the New Guarantors agree as follows: 

  
 1 








 1. In accordance with Section 4.14 of the Guaranty, each New Guarantor by its signature
below becomes a Guarantor under the Guaranty with the same force and effect as if originally named as a Guarantor in the Guaranty, and each New Guarantor hereby (a) ratifies, as of the date hereof, and agrees to all the terms and provisions of
the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a
“Guarantor” in the Guaranty will be deemed to include the New Guarantors. 
 2. In accordance with Section 9.13
of the Security Agreement, each New Guarantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor, and each New Guarantor hereby (a) ratifies, as of
the date hereof, and agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true
and correct in all material respects on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Guarantors. In furtherance of the foregoing, each New
Guarantor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), hereby grants to the Administrative Agent, for the ratable benefit of the Secured Creditors, a security interest in all
of such New Guarantor’s right, title and interest in, to and under the Collateral (as defined in the Security Agreement) of such New Guarantor. Each reference to a “Grantor” in the Security Agreement will be deemed to include the New
Guarantors. 
 3. If required, each New Guarantor is, simultaneously with the execution of this Agreement, executing and
delivering such Security Instruments (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement. 
 4. Each New Guarantor represents and warrants to the Administrative Agent that: 
 (a) an executed (or conformed) copy of each of the Loan Documents, the Secured Swap Agreements and the Bank Products Agreements, if any, has been made available to a Responsible Officer of such New
Guarantor and such Responsible Officer has a duty to and has read these documents, and has full notice and knowledge of the terms, conditions and effects thereof. Such New Guarantor has, independently and without reliance upon any Secured Creditor
or any information received from the Secured Creditors, and based upon such documents and information as such New Guarantor has deemed appropriate, made its own analysis of the transactions contemplated hereby and the Borrower, the Borrower’s
business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Indebtedness, and decision to
enter into the Guaranty. Such New Guarantor has received the advice of its attorney in entering into the Guaranty and the other Loan Documents to which it is a party. Such New Guarantor has not relied and will not rely upon any representations or
warranties of the Administrative Agent not embodied in the Guaranty or any acts heretofore or hereafter taken by the Administrative Agent (including but not limited to any review by the Administrative Agent of the affairs of Borrower). Such New
Guarantor has adequate means to obtain from the Borrower on a continuing basis 







 
information concerning the financial condition and assets of the Borrower, and such New Guarantor is not relying upon any Secured Creditor to provide (and no Secured Creditor will have a duty to
provide) any such information to any Guarantor either now or in the future; and 
 (b) the representations and
warranties set forth in Article VII of the Credit Agreement are incorporated herein by reference, the same as if stated verbatim herein as representations and warranties made by such New Guarantor, and such New Guarantor, jointly and severally
represents and warrants that each of such representations and warranties are true and correct (which representations and warranties shall be deemed to have been renewed at the time of each Loan under the Credit Agreement); provided that each
reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of Section 4(b), be deemed to be a reference to such New Guarantor’s knowledge. 

5. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which will
constitute an original, but all of which when taken together will constitute a single contract. 
 6. Except as expressly
supplemented by this Agreement, the Guaranty and the Security Agreement remain in full force and effect. 
 7. THIS AGREEMENT
IS GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 8. This Agreement is a Loan
Document for all purposes of the Credit Agreement and the other Loan Documents. 
 9. Each New Guarantor agrees to execute,
acknowledge, deliver, file and record such further certificates, instruments and documents, and to do all other acts and things as may be requested by the Administrative Agent as necessary or advisable to carry out the intents and purposes of this
Agreement, the Security Instruments and the Credit Agreement. 
 10. All communications and notices to any New Guarantor under
the Guaranty and the Security Agreement must be in writing and given as provided in Section 4.1 of the Guaranty to the address for such New Guarantor set forth under its signature below. 

11. The New Guarantors shall reimburse the Administrative Agent for its reasonable documented out of-pocket expenses in connection with
this Agreement, including reasonable fees and documented expenses for legal services. 







 IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly
executed this Joinder Agreement as of the day and year first above written. 
  

			
	ARP BARNETT, LLC
	ARP OKLAHOMA, LLC
		
	By:	 	/s/ Sean McGrath
	Name:	 	Sean McGrath
	Title:	 	Chief Financial Officer
		
	Address:	 	
	
	1845 Walnut Street, 10th Floor
	Philadelphia, Pennsylvania 19118
	Attention: Sean McGrath









 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Administrative Agent

		
	By:	 	/s/ Jason M. Hicks
	Name:	 	Jason M. Hicks
	Title:	 	Managing Director









 SCHEDULE 4.3 
 GRANTOR INFORMATION 
  

													
	 Grantor Name
	  	 Type of

Organization
	  	 Jurisdiction

of

Formation
	  	 Foreign
Qualification
	  	 EIN
	  	 Entity
Identification
Number
	  	 Chief Executive
Office

	ARP Barnett, LLC	  	Limited Liability Company	  	DE	  	Texas	  	90-0812567	  	5124746	  	 Park Place Corporate Center One

1000 Commerce Drive Suite 400
 Pittsburgh, PA 15275

							
	ARP Oklahoma, LLC	  	Limited Liability Company	  	OK	  	N/A	  	90-0815193	  	3512352463	  	 Park Place Corporate Center One

1000 Commerce Drive Suite 400
 Pittsburgh, PA 15275









 SCHEDULE 4.4 
 CHANGE IN CIRCUMSTANCES 
 None. 







 SCHEDULE 4.5 
 TRADE NAMES 
  

			
	 Grantor Name
	  	 d/b/a

	 ARP Barnett, LLC
	  	N/A
	 ARP Oklahoma, LLC
	  	N/A








 SCHEDULE 4.6 
 PERFECTION ACTIONS 
 Uniform Commercial Code Filings 

 

	1.	Secretary of State of the State of Delaware with respect to ARP Barnett, LLC 


 

	2.	Secretary of State of the State of Oklahoma with respect to ARP Oklahoma, LLC 

 Control Agreements 
 None 

Patent, Trademark and Copyright Filings 
 None 







 SCHEDULE 4.7 
 OTHER FINANCING STATEMENTS 
 None. 







 SCHEDULE 4.8 
 LOCATION OF INVENTORY AND EQUIPMENT 
 Park Place Corporate Center One 

1000 Commerce St., 4th Floor 

Pittsburgh, PA 15275 
 613 S. 4th Avenue

 Mansfield, TX 76063 
 3500 Massillon
Road, Suite 1000 
 Uniontown, OH 44685 







 SCHEDULE 4.9 
 CERTAIN SIGNIFICANT TRANSACTIONS 
 None 







 SCHEDULE 4.11 
 DEPOSIT, COMMODITIES AND SECURITIES ACCOUNTS 
  

																	
	 	  	Key Bank
Account #	 	  	Wells Fargo
Account #	  	Citibank
Account #	  	JPMorgan
Chase
Account #	  	Bank of
America
Account #	  	Account Type	  	over
$2.5MM
	 ARP Barnett, LLC
	  				  		  		  		  		  		  	
								
	 ARP Barnett, LLC general account
	  	 	359681331674	  	  		  		  		  		  	Checking	  	
	 Royalty Disbursements account
	  	 	350993201705	  	  		  		  		  		  		  	
	 Accounts Payable account
	  	 	350993201713	  	  		  		  		  		  		  	
								
	 ARP Oklahoma, LLC
	  	 	None	  	  		  		  		  		  		  	








 SCHEDULE 4.12 
 COMMERCIAL TORT CLAIMS 
 None.







 SCHEDULE 4.13 
 PLEDGED EQUITY INTERESTS 
  

									
	 Issuer
	  	 Form
and
Jurisdiction of
Organization
	  	 Type of Equity Interest

Certificate Information
	  	 Beneficial Owner
	  	% of Interests Pledged
	 ARP Barnett, LLC
	  	DE LLC	  	 Membership Interests
 Uncertificated
	  	Atlas Energy Holdings Operating Company, LLC	  	100%
	 ARP Oklahoma, LLC
	  	OK LLC	  	 Membership Interests
 Uncertificated
	  	Atlas Energy Holdings Operating Company, LLC	  	100%








 SCHEDULE 4.15 
 PATENT AND TRADEMARKS 
 None 

 

			
	 Mark
	  	Registration No.