EX-10.1



 Exhibit 10.1 

FIFTH AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of 
 November
24, 2014 
 among 

ATLAS RESOURCE PARTNERS, L.P., 

as Borrower, 
 THE
LENDERS PARTY HERETO, 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent 

JPMORGAN CHASE BANK, N.A., and 

BANK OF AMERICA, N.A., 

as Co-Documentation Agents 

WELLS FARGO SECURITIES, LLC, 

DEUTSCHE BANK SECURITIES INC., and 

CITIBANK GLOBAL MARKETS, INC., 

as Joint Lead Arrangers and Joint Bookrunners 







 FIFTH AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT
AGREEMENT 
 This FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”), dated as of November 24, 2014 (the “Fifth Amendment
Effective Date”), is among ATLAS RESOURCE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned
guarantors (the “Guarantors”, and 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 Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of July 31, 2013 (as amended prior to the date hereof, 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 parties hereto desire to enter into this Fifth Amendment to amend the Credit Agreement in certain respects as set forth herein to be
effective as of the Fifth 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 Fifth
Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Fifth Amendment refer to the Credit Agreement. 

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment,
and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.

 2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the
following definitions which shall read in full as follows: 
 “Fifth Amendment” means that certain Fifth
Amendment to Second Amended and Restated Credit Agreement dated as of November 24, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 

“Fifth Amendment Effective Date” means November 24, 2014. 







 “New Parent” means the Person that is identified by the Borrower
to the Administrative Agent as New Parent pursuant to Section 8.01(t); provided that such Person shall either be (a) the General Partner or (b) any other Person that is organized under the laws of the United States of America
or any state thereof that Controls the Borrower and is acceptable to the Majority Lenders in their sole discretion. For purposes of this definition, “Control” shall be deemed to be used without giving effect to the second sentence of the
definition thereof. 
 “Predecessor Parent” means Atlas Energy, L.P., a Delaware limited partnership, whose
organizational identification number with the Delaware Secretary of State is 4078283. 
 “Separation
Agreement” has the meaning given to such term in the Targa Merger Agreement, which agreement shall be substantially in the form attached as Exhibit 2.1 to the Form 10 filed by the General Partner with the SEC on November 5, 2014 (with
schedules thereto being substantially in the form of the draft schedules attached to the version of the Separation Agreement attached as Annex A to the Targa Merger Agreement as of October 13, 2014), without giving effect to any amendments or
other modifications thereto other than any amendments or other modifications that could not reasonably be expected to be materially adverse to the interests of the Lenders in their capacities as such. 

“Targa Merger Agreement” means that certain Agreement and Plan of Merger dated as of October 13, 2014
among Targa Resources Corp., Trident GP Merger Sub LLC, Predecessor Parent and Atlas Energy GP, LLC, without giving effect to any subsequent amendments or other modifications thereto, other than any amendments or other modifications that could not
reasonably be expected to be materially adverse to the interests of the Lenders in their capacities as such; provided, that, any amendment or modification thereto to replace or otherwise amend the form of Separation Agreement attached thereto
so that it is substantially in the form of the Separation Agreement that is attached as Exhibit 2.1 to the Form 10 filed by the General Partner with the SEC on November 5, 2014 shall be deemed not to be materially adverse to the interests of
the Lenders in their capacities as such. 
 “Targa Transactions” means (a) the contribution by
Predecessor Parent of all of its assets, businesses and liabilities other than those related to its “Atlas Pipeline Partners” segment (and other than any other assets, business or liabilities not required to be contributed pursuant to the
terms of the Separation Agreement) to New Parent (and/or one or more subsidiaries thereof other than the Borrower and its Subsidiaries) pursuant to the Separation Agreement, (b) following the transactions described in the foregoing clause (a),
the pro rata distribution, pursuant to the Separation Agreement, of the common units of the New Parent (which represent one hundred percent (100%) of the limited liability company interest in the New Parent) to the holders of record of the
common units of the Predecessor Parent immediately prior to giving effect to the Targa Transactions, and (c) following the transactions described in the foregoing clause (a), the 







 
acquisition of Predecessor Parent by Targa Resources Corp., whether consummated by merger of Predecessor Parent with Trident GP Merger Sub LLC (as a result of which 100% of the Equity Interests
in Predecessor Parent will be directly or indirectly owned by Targa Resources Corp.), or otherwise consummated pursuant to the Targa Merger Agreement. 

2.2 Restated Definitions. The definitions of “General Partner”, “Loan Documents” and
“Parent” contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows: 

“General Partner” means Atlas Energy Group, LLC, a Delaware limited liability company and
successor-by-name-change to Atlas Resource Partners GP, LLC. 
 “Loan Documents” means this Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Notes, if any, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Intercreditor Agreement, and any and all
other material agreements or instruments now or hereafter executed and delivered by any Loan Party or any other Person (other than Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender
or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with the Indebtedness, this Agreement and the transactions contemplated hereby, as
such agreements may be amended, modified, supplemented or restated from time to time. 
 “Parent” means
(a) prior to the consummation of the Targa Transactions, Predecessor Parent, and (b) from and after the consummation of the Targa Transactions, New Parent. 

2.3 Amendment to Definition. The definition of “Change of Control” contained in Section 1.02 of the Credit
Agreement is hereby amended by amending and restating clause (e) thereof in its entirety to read in full as set forth below: 

(e) except as permitted by clause (d) above and unless the Parent is the General Partner, the Parent, the Borrower, or one
or more of each of their Affiliates, ceases to own at least 51% of the Equity Interests of the General Partner. 
 2.4 Amendment to
Information Covenant. Section 8.01 of the Credit Agreement is hereby amended to add a new clause (t) to such Section immediately following clause (s) thereof, which shall read in its entirety as follows: 

(t) Targa Transactions. Prompt written notice (and in any event within two Business Days) of the consummation of the
Targa Transactions, which notice shall include (i) a certification of the Borrower that attached to such notice is a true, correct and complete copy of the final, executed Separation Agreement 







 
and all material agreements executed in connection therewith and (ii) a designation by the Borrower of which entity shall constitute the “New Parent” and “Parent”
hereunder from and after the consummation of the Targa Transactions. 
 2.5 Amendment to Section 9.02(h). Clause (iii) of
Section 9.02(h) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

(iii) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the
Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), 

Section 3. Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof is subject to the
following: 
 3.1 The Administrative Agent shall have received duly executed counterparts of this Fifth Amendment from the Loan Parties and
the Majority Lenders. 
 3.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Fifth Amendment Effective Date, including the amendment fee referred to in Section 3.3 below. 
 3.3 The Administrative Agent
shall have received an amendment fee for the benefit of the Lenders executing this Fifth Amendment on or prior to the Fifth Amendment Effective Date in an amount for each such Lender equal to 5 basis points (0.05%) of the amount of such
Lender’s Applicable Percentage of the Borrowing Base as of the Fifth Amendment Effective Date. 
 3.4 The conditions set forth in
Section 6.02(a)(i) and (ii) of the Credit Agreement shall be satisfied. 
 Section 4. Miscellaneous. 

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fifth Amendment) shall remain in full force and
effect in accordance with its terms following the effectiveness of this Fifth Amendment, and this Fifth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for
herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each
reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. 

4.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this
Fifth 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 as amended hereby, (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 as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which
case such representations and warranties were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Fifth 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 Fifth 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 before and after giving effect to this Fifth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists. 

4.3 Counterparts. This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and
all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifth Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original
counterpart hereof. 
 4.4 No Oral Agreement. THIS WRITTEN FIFTH
AMENDMENT, 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
FIFTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY
HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 

4.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with this Fifth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent. 
 4.7 Severability. Any provision of this Fifth Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 







 4.8 Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. 
 [Signature pages follow] 







 The parties hereto have caused this Fifth Amendment to be duly executed as of the day and year
first above written. 
  

									
	BORROWER:	 		 	ATLAS RESOURCE PARTNERS, L.P.
				
		 		 	By:	 	 Atlas Energy Group, LLC,
 its
general partner

					
		 		 		 	By:	 	 /s/ Sean McGrath

		 		 		 	Name:	 	Sean McGrath
		 		 		 	Title:	 	Chief Financial Officer


  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ATLAS ENERGY HOLDINGS OPERATING COMPANY, 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 ENERGY TENNESSEE, LLC, a Pennsylvania 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
	
	ATLAS BARNETT, LLC, a Texas limited liability company
	
	ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company
	
	ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company
	
	ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company
	
	ARP EAGLE FORD, LLC, a Texas limited liability company
		
	By:	 	 /s/ Sean McGrath

		 	Sean McGrath
		 	Chief Financial Officer



  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank
		
	By:	 	 /s/ Matthew W. Coleman

		 	Matthew W. Coleman
		 	Director



  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CITIBANK, N.A., as a Lender and an Issuing Bank
		
	By:	 	 /s/ John Miller

	Name:	 	 John Miller

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender and an Issuing Bank
		
	By:	 	 /s/ Jo Linda Papadakis

	Name:	 	 Jo Linda Papadakis

	Title:	 	 Authorized Officer




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Kenneth Phelan

	Name:	 	 Kenneth Phelan

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	NATIXIS, as a Lender
		
	By:	 	 /s/ Stuart Murray

	Name:	 	 Stuart Murray

	Title:	 	 Managing Director

		
	By:	 	 /s/ Vikram Nath

	Name:	 	 Vikram Nath

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	SANTANDER BANK, N.A., formerly known as Sovereign Bank, N.A., as a Lender
		
	By:	 	 /s/ Aidan Lanigan

	Name:	 	 Aidan Lanigan

	Title:	 	 SVP

		
	By:	 	 /s/ Puiki Lok

	Name:	 	 Puiki Lok

	Title:	 	 VP




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Matthew L. Molero

	Name:	 	 Matthew L. Molero

	Title:	 	 Sr. Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Kirk L. Tashijan

	Name:	 	 Kirk L. Tashijan

	Title:	 	 Vice President

		
	By:	 	 /s/ Peter Cucchiara

	Name:	 	 Peter Cucchiara

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ John S. Lesikar

	Name:	 	 John S. Lesikar

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ABN AMRO CAPITAL USA LLC, as a Lender
		
	By:	 	 /s/ Darrell Holley

	Name:	 	 Darrell Holley

	Title:	 	 Managing Director

		
	By:	 	 /s/ Elizabeth Johnson

	Name:	 	 Elizabeth Johnson

	Title:	 	 Director




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Shannon Juhan

	Name:	 	 Shannon Juhan

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Evans Swann, Jr.

	Name:	 	 Evans Swann, Jr.

	Title:	 	 Authorized Signatory




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Umar Hassan

	Name:	 	 Umar Hassan

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CADENCE BANK, N.A., as a Lender
		
	By:	 	 /s/ Steven Taylor

	Name:	 	 Steven Taylor

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Daria Mahoney

	Name:	 	 Daria Mahoney

	Title:	 	 Authorized Signatory

		
	By:	 	 /s/ William Reid

	Name:	 	 William Reid

	Title:	 	 Authorized Signatory




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ING CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Juli Bieser

	Name:	 	 Juli Bieser

	Title:	 	 Director

		
	By:	 	 /s/ Charles Hall

	Name:	 	 Charles Hall

	Title:	 	 Managing Director




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	THE HUNTINGTON BANK, as a Lender
		
	By:	 	 /s/ Margaret Niekrash

	Name:	 	 Margaret Niekrash

	Title:	 	 Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Ryan K. Michael

	Name:	 	 Ryan K. Michael

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ Mark Sparrow

	Name:	 	 Mark Sparrow

	Title:	 	 Director




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	WHITNEY BANK, as a Lender
		
	By:	 	 /s/ David E. Sigler

	Name:	 	 David E. Sigler

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Jonathan Luchansky

	Name:	 	 Jonathan Luchansky

	Title:	 	 Assistant Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P. 








 
			
	ONEWEST BANK N.A., as a Lender
		
	By:	 	 /s/ Whitney Randolph

	Name:	 	 Whitney Randolph

	Title:	 	 Senior Vice President




  

SIGNATURE PAGE TO FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

ATLAS RESOURCE PARTNERS, L.P.