PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS
PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND
4
ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE "RELEASING PARTIES"), HEREBY
ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS LIMITED WAIVER, NONE OF
THE RELEASING PARTIES HAS ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND WHATSOEVER
AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR
SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF, THE
ADMINISTRATIVE AGENT, THE LENDERS OR ANY OF THEIR AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, OR AGAINST ANY OF
THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (EACH OF THE FOREGOING,
COLLECTIVELY, THE "RELEASED PARTIES"). IN PARTIAL CONSIDERATION FOR THE
AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO TO ENTER INTO
THIS LIMITED WAIVER, EACH OF THE RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES
AND FULLY AND FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS THE
RELEASED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS AND
LIABILITIES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, FIXED OR
CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DISPUTED OR UNDISPUTED, KNOWN OR
UNKNOWN, WHICH ANY OF THE RELEASING PARTIES HAS OR MAY ACQUIRE IN THE FUTURE
RELATING IN ANY WAY TO ANY EVENT, CIRCUMSTANCE, ACTION OR FAILURE TO ACT AT ANY
TIME ON OR PRIOR TO THE LIMITED WAIVER EFFECTIVE DATE, SUCH WAIVER, RELEASE AND
DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES
AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED
LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS PARAGRAPH IS IN
ADDITION TO ANY OTHER RELEASE OF ANY OF THE RELEASED PARTIES BY THE RELEASING
PARTIES AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE OR
WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES.
[Signature pages follow]
5
The parties hereto have caused this Limited Waiver to be duly executed as of the
day and year first above written.
BORROWER:
TITAN ENERGY OPERATING, LLC, a Delaware limited liability company
By:
/s/ Jeffrey M. Slotterback
Name:
Jeffrey M. Slotterback
Title:
Chief Financial Officer PARENT:
TITAN ENERGY, LLC, a Delaware
limited liability company
By:
/s/ Jeffrey M. Slotterback
Name:
Jeffrey M. Slotterback
Title:
Chief Financial Officer
SIGNATURE PAGE TO
LIMITED WAIVER AGREEMENT
TITAN ENERGY OPERATING, LLC
ATLAS RESOURCE PARTNERS HOLDINGS, 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 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
By:
/s/
Jeffrey