Joinder Agreement dated as of April 30, 2012



 Exhibit 10.3 
 JOINDER AGREEMENT 
 This Joinder Agreement dated as of April 30, 2012 (this
“Agreement”), is between ARP Barnett Pipeline, LLC, a Delaware limited liability company (the “New Guarantor”), 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. The 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 Guarantor agree as follows: 
 1.
In accordance with Section 4.14 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if 

  
 1 








 
originally named as a Guarantor in the Guaranty, and the 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 Guarantor. 
 2. In accordance with Section 9.13 of the Security Agreement, the 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 the 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 Guarantor. In furtherance of the foregoing, the 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 the New Guarantor’s right, title
and interest in, to and under the Collateral (as defined in the Security Agreement) of the New Guarantor. Each reference to a “Grantor” in the Security Agreement will be deemed to include the New Guarantor. 

3. If required, the 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. The 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 the 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. The 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 the 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. The 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. The 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). The 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 the 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 the New Guarantor, and the 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. The 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 the 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 the New Guarantor set forth under its signature below. 
 11.
The New Guarantor 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 Guarantor and the Administrative Agent have duly executed
this Joinder Agreement as of the day and year first above written. 
  

			
	ARP BARNETT PIPELINE, LLC
		
	By:	 	 /s/ Sean McGrath

	Name:	 	Sean McGrath
	Title:	 	Chief Financial Officer
	
	 Address: 1845 Walnut Street, 10th Floor
 Philadelphia, Pennsylvania 19118
 Attention: Sean McGrath






  
 [Signature
Page to Joinder Agreement] 








 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Administrative Agent

		
	By:	 	 /s/ Matthew W. Coleman

	Name:	 	 Matthew W. Coleman

	Title:	 	 Vice President




  
 [Signature
Page to Joinder Agreement] 








 SCHEDULE 4.3 
 GRANTOR INFORMATION 
  

													
	 Grantor Name
	  	 Type of

Organization
	  	 Jurisdiction

of

Formation
	  	 Foreign
Qualification
	  	 EIN
	  	 Organizational ID
Number
	  	 Chief Executive

Office

	ARP Barnett Pipeline, LLC	  	Limited Liability Company	  	DE	  	N/A	  	61-1682295	  	5145069	  	 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 Pipeline, 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 Pipeline, 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 







 SCHEDULE 4.9 
 CERTAIN SIGNIFICANT TRANSACTIONS 
 None. 







 SCHEDULE 4.11 
 DEPOSIT, COMMODITIES AND SECURITIES ACCOUNTS 
 None 

 

																	
	  	  	 Key Bank
Account #
	  	 Wells Fargo
Account #
	  	 Citibank
Account #
	  	 JPMorgan
Chase
Account #
	  	 Bank of
America
Account #
	  	 Account Type
	  	 over
 $2.5MM

	 ARP Barnet Pipeline, LLC
	  		  		  		  		  		  		  	








 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 Pipeline, LLC
	  	DE LLC	  	 Membership Interests
 Uncertificated
	  	ARP Barnett, LLC	  	100%








 SCHEDULE 4.15 
 PATENT AND TRADEMARKS 
 None. 

 

			
	 Mark
	  	Registration No.