8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 5, 2012

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its chapter)

Delaware	1-35317	45-3591625
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Park Place Corporate Center One 1000 Commerce Drive, Suite 400 Pittsburgh, PA		15275
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-251-0171

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

On March 5, 2012, Atlas Resource Partners, L.P. (“ARP”), a Delaware limited partnership, entered into an Amended and Restated Credit Agreement among ARP, the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Credit Agreement”). The Credit Agreement constitutes an assignment by Atlas Energy, L.P (“ATLS”), ARP’s parent, to, and an assumption by ARP of, the Credit Agreement, dated as of March 22, 2011, among ATLS, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders.

The Credit Agreement provides for an initial borrowing base of $138 million and a maturity of March 2016. The Credit Agreement also provides for the issuance of up to $20 million of letters of credit, which would reduce ARP’s borrowing capacity. The borrowing base under the Credit Agreement will be redetermined semi-annually, with the first such redetermination to occur on May 1, 2012. ARP and the administrative agent, at the direction of the Super Majority Lenders (as defined in the Credit Agreement), each also have the right to initiate one interim redetermination during each six month period, and ARP may further initiate an interim redetermination in connection with specified transactions including the acquisition or sale of oil and gas properties with values above a threshold specified in the Credit Agreement. In connection with each redetermination of the borrowing base, the administrative agent will propose a new borrowing base based upon, among other things, reserve reports and such other information as the administrative agent deems appropriate in its reasonable discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time. Any proposed borrowing base that would increase the borrowing base then in effect must be approved by all Lenders, and any other proposed borrowing base must be approved by the Super Majority Lenders. If at any time the amount of loans and other extensions of credit outstanding under the Credit Agreement exceed the borrowing base, ARP may be required, among other things, to prepay loans under the Credit Agreement and/or mortgage additional oil and gas properties. The borrowing base will be automatically reduced upon the occurrence of certain events, including the issuance of senior notes by ARP and certain sales of oil and gas properties.

ARP’s obligations under the Credit Agreement are secured by mortgages on its oil and gas properties and first priority security interests in substantially all of its assets, including all of ARP’s ownership interests in a majority of its material operating subsidiaries. Additionally, ARP’s obligations under the Credit Agreement are guaranteed by certain of ARP’s material subsidiaries and may be guaranteed by future material subsidiaries of ARP.

At ARP’s election, interest on borrowings under the Credit Agreement is determined by reference to either LIBOR plus an applicable margin between 2.00% and 3.25% per annum or the alternate base rate (“ABR”) plus an applicable margin between 1.00% and 2.25% per annum. These margins will fluctuate based on the utilization of the facility. Interest is generally payable quarterly for ABR loans and at the applicable maturity date for LIBOR loans. ARP is required to pay a fee of 0.5% per annum on the unused portion of the borrowing base under the Credit Agreement. Borrowings under the Credit Agreement are available for, among other things, working capital and general corporate purposes of ARP and its subsidiaries.

The Credit Agreement contains customary covenants that limit ARP’s ability to incur additional indebtedness, grant liens, make loans or investments, make distributions if a borrowing base deficiency exists or

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a default under the Credit Agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions including a sale of all or substantially all of ARP’s assets.

The Credit Agreement also contains covenants that require ARP to maintain the following financial ratios:

• A ratio of Total Funded Debt (as defined in the Credit Agreement) to four quarters (actual or annualized, as applicable) of EBITDA (as defined in the Credit Agreement) not greater than 3.75 to 1.0 as of the last day of any fiscal quarter;

• A ratio of current assets to current liabilities not less than 1.0 to 1.0 as of the last day of any fiscal quarter; and

• A ratio of four quarters (actual or annualized, as applicable) of EBITDA to Consolidated Interest Expense (as defined in the Credit Agreement) not less than 2.5 to 1.0 as of the last day of any fiscal quarter.

The events which constitute events of default are also customary for credit facilities of this nature, including payment defaults, breaches of representations, warranties or covenants, defaults in the payment of other indebtedness over a specified threshold, insolvency and change of control. In addition, it will be an event of default if the MGP (as defined below) breaches an obligation governed by the Hedge Facility Agreement (described below) and the effect of such breach is to cause amounts owing under swap agreements governed by the Hedge Facility Agreement above a specified threshold to become immediately due and payable.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the document filed as Exhibit 10.1, which is incorporated herein by reference.

Secured Hedge Facility Agreement

Also on March 5, 2012, Atlas Resources, LLC (the “MGP”), ARP’s subsidiary which acts as the managing general partner for the majority of its investment partnerships, entered into a Secured Hedge Facility Agreement among the MGP, the participating partnerships from time to time party thereto (the “Participating Partnerships”), the hedge providers from time to time party thereto (the “Hedge Providers”), and Wells Fargo Bank, National Association, as collateral agent for the Hedge Providers (the “Hedge Facility Agreement”). The Hedge Facility Agreement is a pooled security agreement under which the Participating Partnerships will provide credit support to the counterparties of their hedge transactions. Only recently formed, or subsequently formed, investment partnerships managed by the MGP, commencing with the Series 30 partnership, are eligible to participate in the Hedge Facility Agreement.

Before executing any hedge transaction, a Participating Partnership will be required to (i) enter into an ISDA Master Agreement with a Hedge Provider (each, a “Master Agreement”) and (ii) provide mortgages on its oil and gas properties and first priority security interests in substantially all of its assets to the collateral agent for the benefit of the Hedge Providers. The collateral provided by each Participating Partnership will secure only that partnership’s hedge obligations, and will not secure the hedge obligations of any other Participating Partnership.

The Hedge Facility Agreement contains covenants that limit each Participating Partnership’s ability to incur indebtedness, grant liens, make loans or investments, make distributions if a default under the Hedge

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Facility Agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions including a sale of all or substantially all of its assets.

The events which constitute an event of default under the Hedge Facility Agreement are customary for security agreements of this nature, including breaches of representations, warranties or covenants, defaults in the payment of other indebtedness over a specified threshold, insolvency and change of control. In addition, it will be an event of default if (i) an event of default, termination event or additional termination event occurs with respect to any Master Agreement and (ii) if a payment default, insolvency event or financial covenant default occurs under the Credit Agreement or the Credit Agreement indebtedness is otherwise accelerated.

The foregoing description of the Hedge Facility Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the document filed as Exhibit 10.2, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Credit Agreement dated as of March 5, 2012
10.2	Hedge Facility Agreement dated as of March 5, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 6, 2012	ATLAS RESOURCE PARTNERS, L.P.
	By: Atlas Resource Partners GP, LLC, its general partner
	By:	/s/ Sean P. McGrath
	Name:	Sean P. McGrath
	Its:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

March 5, 2012

among

ATLAS RESOURCE PARTNERS, L.P.,

as Borrower,

THE LENDERS PARTY HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arranger and Joint Bookrunner

CITIBANK, N.A.,

as Joint Lead Arranger, Joint Bookrunner and Syndication Agent

JPMORGAN CHASE BANK, N.A.,

BNP PARIBAS, and

BANK OF AMERICA, N.A.,

as Co-Documentation Agents

TABLE OF CONTENTS

		Page
Article I Definitions and Accounting Matters			2
Section 1.01	Terms Defined Above		2
Section 1.02	Certain Defined Terms		2
Section 1.03	Types of Loans and Borrowings		30
Section 1.04	Terms Generally; Rules of Construction		30
Section 1.05	Accounting Terms and Determinations		30
Article II The Credits			31
Section 2.01	Commitments		31
Section 2.02	Loans and Borrowings		31
Section 2.03	Requests for Borrowings		32
Section 2.04	Interest Elections		33
Section 2.05	Funding of Borrowings		34
Section 2.06	Termination and Reduction of Aggregate Maximum Credit Amounts		35
Section 2.07	Borrowing Base		35
Section 2.08	Letters of Credit		40
Article III Payments of Principal and Interest; Prepayments; Fees			45
Section 3.01	Repayment of Loans		45
Section 3.02	Interest		45
Section 3.03	Alternate Rate of Interest		46
Section 3.04	Prepayments		47
Section 3.05	Fees		48
Article IV Payments; Pro Rata Treatment; Sharing of Set-offs			49
Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		49
Section 4.02	Presumption of Payment by the Borrower		51
Section 4.03	Certain Deductions by the Administrative Agent		51
Section 4.04	Disposition of Proceeds		51
Article V Increased Costs; Break Funding Payments; Taxes			52
Section 5.01	Increased Costs		52
Section 5.02	Break Funding Payments		53
Section 5.03	Taxes		53
Section 5.04	Designation of Different Lending Office		57
Section 5.05	Replacement of Lenders		57
Section 5.06	Illegality		58
Article VI Conditions Precedent			58
Section 6.01	Effective Date		58
Section 6.02	Each Credit Event		61

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Article VII Representations and Warranties		62
Section 7.01	Organization; Powers	62
Section 7.02	Authority; Enforceability	63
Section 7.03	Approvals; No Conflicts	63
Section 7.04	Financial Condition; No Material Adverse Change	63
Section 7.05	Litigation	64
Section 7.06	Environmental Matters	65
Section 7.07	Compliance with the Laws and Agreements; No Defaults	66
Section 7.08	Investment Company Act	66
Section 7.09	No Margin Stock Activities	66
Section 7.10	Taxes	66
Section 7.11	ERISA	67
Section 7.12	Disclosure; No Material Misstatements	68
Section 7.13	Insurance	68
Section 7.14	Restriction on Liens	68
Section 7.15	Subsidiaries	68
Section 7.16	Location of Business and Offices	69
Section 7.17	Properties; Titles, Etc	69
Section 7.18	Maintenance of Properties	71
Section 7.19	Gas Imbalances	71
Section 7.20	Marketing of Production	72
Section 7.21	Swap Agreements	72
Section 7.22	Solvency	72
Section 7.23	Foreign Corrupt Practices	72
Section 7.24	OFAC	72
Article VIII Affirmative Covenants		73
Section 8.01	Financial Statements; Other Information	73
Section 8.02	Notices of Material Events	77
Section 8.03	Existence; Conduct of Business	77
Section 8.04	Payment of Obligations	77
Section 8.05	Operation and Maintenance of Properties	77
Section 8.06	Insurance	78
Section 8.07	Books and Records; Inspection Rights	78
Section 8.08	Compliance with Laws	79
Section 8.09	Environmental Matters	79
Section 8.10	Further Assurances	80
Section 8.11	Reserve Reports	80
Section 8.12	Title Information	82
Section 8.13	Additional Collateral; Additional Guarantors	83
Section 8.14	ERISA Compliance	84
Section 8.15	[Intentionally Deleted.]	85
Section 8.16	Unrestricted Subsidiaries	85
Section 8.17	Use of Proceeds	85
Section 8.18	Swap Agreements for MGP Volumes	86
Section 8.19	Post-Closing Matters	86

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Article IX Negative Covenants		86
Section 9.01	Financial Covenants	86
Section 9.02	Debt	87
Section 9.03	Liens	89
Section 9.04	Restricted Payments; Redemption of Senior Notes	90
Section 9.05	Investments, Loans and Advances	92
Section 9.06	Nature of Business; International Operations; Foreign Subsidiaries	94
Section 9.07	Proceeds of Loans	94
Section 9.08	ERISA Compliance	94
Section 9.09	Sale or Discount of Receivables	95
Section 9.10	Mergers, Etc	95
Section 9.11	Sale of Properties; Termination of Swap Agreements	96
Section 9.12	Environmental Matters	97
Section 9.13	Transactions with Affiliates	98
Section 9.14	Subsidiaries	98
Section 9.15	Negative Pledge Agreements; Dividend Restrictions	98
Section 9.16	Gas Imbalances	98
Section 9.17	Swap Agreements	99
Section 9.18	Tax Status as Partnership; Partnership Agreement	100
Section 9.19	Designation and Conversion of Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries	100
Section 9.20	Designation and Conversion of Undesignated Partnerships	101
Section 9.21	Acquisition Documents, the Separation Agreement and the Contribution Agreement	101
Section 9.22	Change in Name, Location or Fiscal Year	101
Section 9.23	Drilling and Operating Agreements	101
Section 9.24	Designated Partnerships’ Organizational Documents	102
Section 9.25	Designated Partnership Hedge Facility	102
Article X Events of Default; Remedies		102
Section 10.01	Events of Default	102
Section 10.02	Remedies	104
Article XI The Administrative Agent And The Issuing Banks		105
Section 11.01	Appointment and Authorization of Administrative Agent; Secured Swap Agreements	105
Section 11.02	Delegation of Duties	106
Section 11.03	Default; Collateral	106
Section 11.04	Liability of Administrative Agent	108
Section 11.05	Reliance by Administrative Agent	109
Section 11.06	Notice of Default	109
Section 11.07	Credit Decision; Disclosure of Information by Administrative Agent	110
Section 11.08	Indemnification of Agents	110
Section 11.09	Administrative Agent in its Individual Capacity	111
Section 11.10	Successor Administrative Agent and Issuing Bank	111

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Section 11.11	Syndication Agent; Other Agents; Arrangers	112
Section 11.12	Administrative Agent May File Proof of Claim	112
Section 11.13	Secured Swap Agreements	113
Section 11.14	Bank Product Obligations	113
Article XII Miscellaneous		113
Section 12.01	Notices	113
Section 12.02	Waivers; Amendments	114
Section 12.03	Expenses, Indemnity; Damage Waiver	116
Section 12.04	Successors and Assigns	118
Section 12.05	Survival; Revival; Reinstatement	123
Section 12.06	Counterparts; Integration; Effectiveness	124
Section 12.07	Severability	124
Section 12.08	Right of Setoff	124
Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	125
Section 12.10	Headings	126
Section 12.11	Confidentiality	126
Section 12.12	Interest Rate Limitation	127
Section 12.13	No Third Party Beneficiaries	127
Section 12.14	Collateral Matters; Swap Agreements	127
Section 12.15	Acknowledgements	127
Section 12.16	USA Patriot Act Notice	128
Section 12.17	Assignment and Assumption from Existing Borrower to Borrower	128

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Annexes, Exhibits and Schedules

Annex I	List of Maximum Credit Amounts
Annex II	Existing Letters of Credit
Exhibit A	Form of Note
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Interest Election Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Security Instruments
Exhibit F	Form of Assignment and Assumption
Exhibit G	Form of Reserve Report Certificate
Exhibit H	Form of Joinder Agreement
Exhibit I	Form of Intercreditor Agreement
Exhibit J-1	Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)
Exhibit J-2	Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
Exhibit J-3	Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
Exhibit J-4	Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)
Schedule 7.05	Litigation
Schedule 7.06	Environmental
Schedule 7.11	ERISA
Schedule 7.15	Subsidiaries; Unrestricted Subsidiaries; Designated Partnerships; Undesignated Partnerships
Schedule 7.19	Gas Imbalances
Schedule 7.20	Marketing Contracts
Schedule 8.19	Post-Closing Matters
Schedule 9.02	Existing Debt
Schedule 9.03	Existing Liens
Schedule 9.05	Investments

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THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2012, is among ATLAS RESOURCE PARTNERS, L.P. (the “Borrower”), a Delaware limited partnership and successor by assignment pursuant to Section 12.17 to Atlas Energy, L.P., a Delaware limited partnership; each of the Lenders from time to time party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

R E C I T A L S

A. Atlas Energy, L.P., a Delaware limited partnership and successor by name change to Atlas Pipeline Holdings, L.P. (the “Existing Borrower”), the Administrative Agent and the Lenders entered into that certain credit agreement dated as of March 22, 2011 (the “Existing Credit Agreement”), pursuant to which the Administrative Agent and the Lenders agreed to extend credit to, and on behalf of, the Existing Borrower, subject to the terms and conditions of the Existing Credit Agreement.

B. Prior to the date hereof, the Existing Borrower formed the Borrower as a new exploration and production master limited partnership. Pursuant to the Contribution Agreement (as defined below) and contemporaneously with the execution and delivery hereof, the Existing Borrower contributed substantially all of the assets and liabilities associated with its current natural gas and oil development and production business and partnership management business to the Borrower (the “Contribution”). Pursuant to the Separation Agreement (as defined below), the Existing Borrower intends to subsequently distribute approximately 20% of the limited partner interests of the Borrower to the current unitholders of the Existing Borrower (the “Distribution”). After giving effect to the Contribution and the Distribution, the Existing Borrower will own approximately 80% of the limited partner interests of the Borrower and 100% of the membership interests in the General Partner (as defined below), which owns a 2% interest in the Borrower representing the general partner interest.

C. The parties hereto desire to amend and restate the Existing Credit Agreement in the form of this Agreement to (i) allow Existing Borrower to assign its rights, duties, liabilities and obligations under the Existing Credit Agreement to the Borrower and release the Existing Borrower from its rights, duties, liabilities and obligations under the Existing Credit Agreement and other “Loan Documents” (as defined in the Existing Credit Agreement) executed in connection with the Existing Credit Agreement (the “Existing Loan Documents”), (ii) release Atlas Energy GP, LLC, a Delaware limited liability company (the “Existing General Partner”), and certain other Guarantors from their rights, duties, liabilities and obligations under the Existing Credit Agreement and the Existing Loan Documents, and release the Administrative Agent’s security interest (on behalf of the Lenders) in the common units of Atlas Pipeline Partners, L.P. owned by the Existing Borrower, (iii) permit the Designated Partnership Hedge Facility (as defined below) and (iv) amend certain other terms of the Existing Credit Agreement in certain respects as provided in this Agreement.

D. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the satisfaction of each condition precedent contained

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in Section 6.01 hereof, the parties hereto agree that the Existing Credit Agreement is hereby amended, renewed, extended and restated in its entirety on (and subject to) the terms and conditions set forth herein. It is the intention of the parties hereto that this Agreement supersedes and replaces the Existing Credit Agreement in its entirety; provided, that, (i) such amendment and restatement shall operate to renew, amend, modify, extend and assign all of the rights, duties, liabilities and obligations of the Existing Borrower under the Existing Credit Agreement, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and the Existing Loan Documents as provided herein to the Borrower, and shall not act as a novation thereof, and (ii) the Liens securing the Indebtedness under and as defined in the Existing Credit Agreement and the rights, duties, liabilities and obligations of the Existing Borrower (as assigned to Borrower hereunder) and the Guarantors (as defined herein) under the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. Existing General Partner, the Existing Borrower, General Partner and the Borrower, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any of the other Existing Loan Documents. The parties hereto further agree as follows:

ARTICLE I

Definitions and Accounting Matters

Section 1.01 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Alternate Base Rate.

“Acquisition Agreement” means the Transaction Agreement, dated November 8, 2010, as amended by Amendment No. 1 dated February 17, 2011, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, the Existing Borrower and Atlas Pipeline Holdings GP, LLC.

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“Acquisition Documents” means (a) the Acquisition Agreement and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Lender” has the meaning given such term in Section 12.04(b)(ii)(E)(1).

“Aggregate Maximum Credit Amounts” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06.

“Agreement” means this Amended and Restated Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Adjusted LIBO Rate for a one-month Interest Period on that day (or if that day is not a Business Day, the immediately preceding Business Day) plus 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted LIBO Rate, respectively.

“Annualized Consolidated Interest Expense” means, for the purposes of calculating the financial ratio set forth in Section 9.01(c) for the Rolling Period beginning April 1, 2011 and ending on December 31, 2011, the Borrower’s Consolidated Interest Expense for such Rolling Period multiplied by  ⁴/3.

“Annualized EBITDA” means, for the purposes of calculating the financial ratios set forth in Section 9.01(a) and Section 9.01(c) for the Rolling Period beginning April 1, 2011 and ending on December 31, 2011, the Borrower’s EBITDA for such Rolling Period multiplied by  ⁴/3.

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“Applicable Margin” means, for any day, with respect to any Loan, the applicable rate per annum set forth below based on Borrowing Base Utilization Percentage on such day:

Borrowing Base Utilization Percentage	Eurodollar Loans			ABR Loans
³ 90%		3.25	%		2.25	%
³ 75% and < 90%		2.75	%		1.75	%
³ 50% and < 75%		2.25	%		1.25	%
< 50%		2.00	%		1.00	%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of a change in the Borrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change.

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount as such percentage is set forth on Annex I or as may be adjusted from time to time in accordance with the terms hereof; provided that in the case of Section 2.08(j) when a Defaulting Lender shall exist, “Applicable Percentage” as used in such Section 2.08(j) shall mean the percentage of the Aggregate Maximum Credit Amounts (disregarding any Defaulting Lender’s Maximum Credit Amounts) represented by such Lender’s Maximum Credit Amount. If the Maximum Credit Amounts have terminated or expired, the Applicable Percentages will be determined based upon the Maximum Credit Amounts most recently in effect, giving effect to any assignments.

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender, or (b) any other Person whose long term senior unsecured debt rating at the time of entry into the applicable Swap Agreement is A-/A3 by S&P or Moody’s (or their equivalent) or higher.

“Approved Petroleum Engineers” means (a) Ryder Scott Company Petroleum Consultants, L.P., (b) Netherland Sewell & Associates, Inc., (c) Wright & Company, (d) Schlumberger Ltd., (e) Cawley Gillespie and Associates, Inc., (f) WD Von Gotten, (g) Degolyer and McNaughton, (h) HJ Gruy and Associates, Inc., (i) Lee Keeling and Associates, (j) Sproule, (k) La Roche, (l) W. Cobb and Associates and (m) any other independent petroleum engineers reasonably acceptable to the Administrative Agent.

“Arrangers” means Wells Fargo Securities, LLC and Citibank, N.A., in their capacities as joint lead arrangers and joint bookrunners hereunder.

“ASC” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time.

“Assignee” has the meaning set forth in Section 12.04(b).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit F or any other form reasonably approved by the Administrative Agent.

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“Availability Period” means the period from and including the Effective Date to but excluding the Termination Date.

“Bank Products” means any of the following bank services: (a) commercial credit cards, (b) stored value cards, and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bank Products Provider” means any Lender or Affiliate of a Lender that provides Bank Products to the Borrower or any other Loan Party.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Base” means at any time an amount equal to the sum of the Oil and Gas Reserve Borrowing Base plus the Well Services Borrowing Base determined in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to Section 2.07(f), Section 2.07(h), or Section 8.12(d). As of the Effective Date, the Borrowing Base shall be $138,000,000.

“Borrowing Base Deficiency” means, as of any date of determination, a Borrowing Base Utilization Percentage greater than 100%.

“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day.

“Borrowing Base Value” means, with respect to any Oil and Gas Property of a Loan Party, any Designated Partnership Property, any Swap Agreement in respect of commodities or any Equity Interest in any Designated Partnership, the value the Administrative Agent, upon determination in accordance with the procedures of Section 2.07(c)(i), attributed to such asset in connection with the most recent determination of the Borrowing Base.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in dollar deposits are carried out in the London interbank market.

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“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of the Restricted Subsidiaries having a fair market value in excess of $10,000,000.

“Change of Control” means an event or series of events by which:

(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting in concert as a partnership or other “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower (or its successor by merger, consolidation or purchase of all or substantially all of its assets);

(b) the Borrower or another Loan Party ceases to own 100% of the Equity Interests of any Guarantor;

(c) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the General Partner cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;

(d) the General Partner ceases to be the sole general partner of the Borrower or ceases to maintain Sole Management Control of the Borrower; provided that, in the event of any disposition of general partner interests in the Borrower by the General Partner (a “GP Disposition”) after the Effective Date which results in the General Partner no longer being the sole general partner of the Borrower, such GP Disposition shall not be deemed to be a Change of Control so long as the Borrower provides prior written notice thereof to the Administrative Agent and the Lenders, together with such other information as may be reasonably necessary to demonstrate to the reasonable satisfaction of the Administrative Agent and the Majority Lenders that the General Partner will retain Sole Management Control of the Borrower after giving effect to such GP Disposition; or

(e) except as permitted by clause (d) above, the Existing Borrower or 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.

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“Change in Law” means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 5.01(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of Law) of any Governmental Authority made or issued after the date of this Agreement (including, without limitation, any such request, guideline or directive in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case, pursuant to Basel III).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b); and “Commitments” means the aggregate amount of the Commitments of all the Lenders. The amount representing each Lender’s Commitment shall at any time be the lesser of (i) such Lender’s Maximum Credit Amount and (ii) such Lender’s Applicable Percentage of the then effective Borrowing Base. As of the Effective Date, the aggregate Commitments of the Lenders are $138,000,000.

“Commitment Fee Rate” means, one-half of one percent (0.500%).

“Compliance Certificate” means the certificate required to be delivered by the Borrower to the Administrative Agent pursuant to Section 8.01(c).

“Conduit Lender” means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 5.01, Section 5.02, Section 5.03 or Section 12.03 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Consolidated Interest Expense” means, with reference to any period, total interest expense (including interest expense attributable to Capital Leases) of the Borrower and the Restricted Subsidiaries for such period with respect to all outstanding Debt of the Borrower and the Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under

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Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Borrower and the Restricted Subsidiaries for such period in accordance with GAAP.

“Consolidated Net Income” means with respect to the Borrower and the Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income (but not loss) during such period of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary to the Borrower or a Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Law applicable to such Restricted Subsidiary or is otherwise restricted or prohibited, to the extent so restricted or prohibited, in each case determined in accordance with GAAP; (b) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (c) any extraordinary gains or losses during such period; and (d) any gains or losses attributable to writeups or writedowns of assets, including writedowns under ASC Topics 350 and 360; provided further that if the Borrower or any Restricted Subsidiary shall consummate a Material Acquisition or Material Disposition (other than a disposition permitted under Section 9.11(j)), then Consolidated Net Income shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition had occurred on the first day of the period consisting of the four consecutive fiscal quarters of the Borrower ending on the last day of the most recently ending fiscal quarter for which financial statements are available and otherwise in accordance with Regulation S-X of the SEC. “Consolidated Net Income” shall include, without duplication, cash dividends and other cash distributions received during such period by the Borrower or any Restricted Subsidiary to the extent set forth in Section 1.05(b).

“Contribution Agreement” means that certain Contribution and Exchange Agreement dated as of February 13, 2012 among the Existing Borrower, Borrower, General Partner and Atlas Energy Holdings Operating Company, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 5% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and such Lender’s LC Exposure at such time.

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether

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contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; provided, however, that the amount of such Debt of any Person described in this clause (f) shall, for the purposes of this Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Debt and (ii) the fair market value of the Property encumbered, as determined by such Person in good faith; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments for periods in excess of 120 days prior to the day of delivery, other than sales of Hydrocarbons and gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, or by Law but only to the extent of such liability; (l) the liquidation value of Disqualified Capital Stock of such Person; and (m) the undischarged balance of any dollar denominated production payment (but not any volumetric production payment) created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. The Debt of any Person described in clauses (f), (g) and (h) of this definition shall be deemed to be the lesser of (i) an amount equal to the stated or determinable amount of the primary obligation of such other Person and (ii) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Debt, unless such primary obligation and/or the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Debt shall be deemed to be equal to such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three (3) Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement, (c) failed, within five (5) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent) (d) otherwise failed to pay

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over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it; provided that a Lender shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender or the exercise of control over a Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, each Issuing Bank, and each Lender.

“Designated Partnership” means any partnership or limited liability company, other than a partnership or limited liability company that the Borrower has determined, by notice to the Administrative Agent pursuant to Section 8.01(p) or Section 9.20(b), shall not be a “Designated Partnership”, that (i) is listed on Schedule 7.15 hereto as a “Designated Partnership”, (ii) is governed at all times by (A) an Organizational Document in form and substance substantially similar to the forms of the Organizational Document of the partnerships listed on Schedule 7.15 hereto of which Atlas Resources, LLC is the Master General Partner and which closed subscriptions on or after January 1, 2009 or (B) Organizational Documents that are otherwise reasonably acceptable to the Administrative Agent; provided that for any Designated Partnership formed after the Effective Date, the Organizational Document for such Designated Partnership shall contain provisions allowing the Master General Partner of such Designated Partnership to withdraw its ownership interest in such Designated Partnership in the form of a working interest in such Designated Partnership’s Oil and Gas Properties equal to its interest as Master General Partner in the revenues of such Designated Partnership at the request of the Administrative Agent or the Majority Lenders without the consent of any other party to such Organizational Document and (iii) (A) at all times, in the case of any Designated Partnership that is a limited partnership, has a sole general partner that is a Loan Party and, in the case of any Designated Partnership that is a limited liability company, has a sole managing member or sole manager that is a Loan Party; (B) does not at any time engage in any line of business other than Hydrocarbon exploration, development, acquisition or production; (C) does not at any time own (whether in fee or by leasehold) any material asset other than Hydrocarbon Interests and Property reasonably related thereto, including, in the case of any Participating Partnership, Swap Agreements permitted under clause (I) of this definition; (D) does not at any time incur, create, assume or suffer to exist any Debt except, so long as such Loan Party is in compliance with Section 8.13(e), loans owing to a Loan Party that is the Master General Partner of such Designated Partnership; (E) does not at any time incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except Liens created pursuant to the Designated Partnership Hedge Facility, Excepted Liens, Immaterial Title Deficiencies and Liens securing Debt permitted under clause

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(D) of this definition; (F) at all times has a Loan Party as the operator or co-operator of its Oil and Gas Properties; (G) has not taken any action including, without limitation, the amendment of its organizational documents, that causes the Equity Interests to be “securities” under Article 8 of the UCC unless the Loan Party owning such Equity Interests has taken, or caused to be taken, all actions reasonably requested by the Administrative Agent (including, without limitation, the delivery of any certificates evidencing such securities and related stock powers and/or entering into control agreements reasonably acceptable to the Administrative Agent) to protect and perfect the first priority security interest of the Administrative Agent in such Equity Interests and facilitate the Administrative Agent’s exercise of remedies with respect to such Equity Interests in accordance with the terms of the Security Instruments; (H) at all times has beneficial and record title (as fee owner or owner of a leasehold interest) to all Designated Partnership Properties owned (whether in fee or by leasehold) by it; provided that a Person will not cease to be a “Designated Partnership” solely for purposes of this clause (H) if a Loan Party owns record title to any such Designated Partnership Property and (I) does not at any time enter into any Swap Agreement, except, for any Participating Partnership, any Permitted Participating Partnership Swap Agreement.

“Designated Partnership Hedge Facility” means that certain secured hedge facility entered into on or subsequent to the Effective Date, by Atlas Resources, LLC, a Delaware limited liability company, each Participating Partnership, Wells Fargo Bank, National Association, as collateral agent, and each Approved Counterparty that is a Lender or an Affiliate of a Lender, to provide for swaps, forwards, futures or derivative transactions, options or similar arrangements whether exchange traded, “over-the-counter” or otherwise, involving or settled by reference to one or more commodities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions that is (a) entered into in the ordinary course of business, (b) not speculative in nature, and (c) intended to mitigate price and/or supply risk relating to the Hydrocarbon Interests of one or more Participating Partnerships.

“Designated Partnership Properties” means Oil and Gas Properties that are designated in a Reserve Report as being attributable to a specified Designated Partnership.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Person to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock.

“dollars” or “$” refers to lawful money of the United States of America.

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“Domestic Subsidiary” means any Subsidiary that is organized under the laws of (i) the United States of America or any state thereof or (ii) the District of Columbia.

“EBITDA” means, for any period, an amount determined for the Borrower and the Restricted Subsidiaries on a consolidated basis equal to (i) the sum of Consolidated Net Income for such period, plus, without duplication and to the extent deducted from Consolidated Net Income in such period, (a) interest, income taxes, depreciation, depletion, amortization, goodwill and other impairment, non-cash compensation on long-term incentive plans, non-cash losses including non-cash losses resulting from mark to market accounting of Swap Agreements, (b) reasonable and customary fees and expenses incurred or paid in connection with the consummation of the Transactions, the Contribution, the Distribution and other acquisition transactions not prohibited by the terms of this Agreement or the other Loan Documents, and (c) any net loss from disposed or discontinued operations, minus (ii) to the extent included in Consolidated Net Income, non-cash gains including non-cash gains resulting from mark to market accounting of Swap Agreements.

“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02).

“Engineering Reports” has the meaning assigned such term in Section 2.07(c)(i).

“Environmental Laws” means any and all Laws pertaining in any way to human health, employee safety, the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Restricted Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Restricted Subsidiary is located, including, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Law, as amended, and other environmental conservation or protection Laws.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutes, and all regulations and guidances promulgated thereunder.

“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with the Borrower or a Restricted Subsidiary would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

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“ERISA Event” means (a) a “Reportable Event” described in section 4043 of ERISA, other than a Reportable Event as to which the provisions of 30 days notice to the PBGC is expressly waived under applicable regulations, (b) the withdrawal of the Borrower, a Restricted Subsidiary or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) receipt of a notice of withdrawal liability pursuant to Section 4202 of ERISA, or (f) any other event or condition which would constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned such term in Section 10.01.

“Excepted Liens” means: (a) Liens for taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties, each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower, any Restricted Subsidiary or any Designated Partnership or materially impair the value of such Property subject thereto; (e) Liens arising by virtue of any statutory, common law or contract provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no

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such deposit account is intended by the Borrower, any of the Restricted Subsidiaries or any Designated Partnership to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower, any Restricted Subsidiary or any Designated Partnership for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Borrower, any Restricted Subsidiary or any Designated Partnership or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Borrower, any Restricted Subsidiary or any Designated Partnership in the ordinary course of business covering only the Property under lease; (j) any obligations (other than Debt) or duties affecting any of the Property of the Borrower, any Restricted Subsidiary or any Designated Partnership to any Governmental Authority with respect to any franchise, grant, license or permit; and (k) any interest or title of a lessor under any lease entered into by the Borrower, any Restricted Subsidiary or any Designated Partnership covering only the assets so leased; provided further that (1) Liens described in clauses (a) through (d), and (g) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced unless such action is being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP and (2) no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of any Excepted Lien.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower or any Guarantor is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 5.05), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 5.03(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 5.03(a) or Section 5.03(b), and (d) any U.S. federal withholding taxes imposed by FATCA.

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“Existing Letters of Credit” means letters of credit outstanding as of the Effective Date and listed on Annex II hereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means, collectively, (a) the engagement letter dated December 19, 2011, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association and (b) the fee letter dated March 5, 2012, among the Existing Borrower, the Borrower and Wells Fargo Bank, National Association.

“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“General Partner” means Atlas Resource Partners GP, LLC, a Delaware limited liability company.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government over the Borrower, any Restricted Subsidiary, any of their Properties, the Administrative Agent, any Issuing Bank or any Lender.

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“Guarantors” means Atlas Energy Colorado, LLC, a Colorado limited liability company, Atlas Energy Holdings Operating Company, LLC, a Delaware 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, and Viking Resources, LLC, a Pennsylvania limited liability company, and any other Material Subsidiary of the Borrower that after the Effective Date guarantees the Indebtedness to the Administrative Agent pursuant to Section 8.13(b).

“Guaranty Agreement” means the Amended and Restated Guaranty in form and substance satisfactory to the Administrative Agent by each of the Guarantors in favor of the Administrative Agent dated as of the date hereof, as the same may be amended, modified or supplemented from time to time.

“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower that, together with all of the Subsidiaries of such Restricted Subsidiary, does not own Property with an aggregate fair market value in excess of $3,000,000.

“Immaterial Title Deficiencies” means, with respect to Oil and Gas Properties, at any time of determination, defects or clouds on title, discrepancies in net revenue and working interest ownership percentages and other discrepancies (in each case, between what is shown on the most recently delivered Reserve Report and that which is set forth in the title information provided by a Loan Party to the Administrative Agent hereunder) and other Liens (other than Excepted Liens), defects, and similar matters which do not, individually or in the aggregate, affect Oil and Gas Properties in an amount greater than five percent (5%) of the Borrowing Base Value of all Oil and Gas Properties evaluated in the most recent Reserve Report delivered under this Agreement.

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“Indebtedness” means any and all amounts owing or to be owing by the Borrower or any other Loan Party: (a) to the Administrative Agent, any Issuing Bank, or any Lender under any Loan Document including, without limitation, all interest on any of the Loans (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Loan Party (or could accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action); (b) to any Person under any Secured Swap Agreement; (c) to any Bank Products Provider in respect of Bank Products; and (d) all renewals, extensions and/or restatements of any of the above.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Statement” means the definitive information statement, dated February 15, 2012, filed by the Borrower with the SEC, as amended or supplemented.

“Initial Reserve Report” means the initial Reserve Report of the Borrower prepared by or under the supervision of the chief engineer of the Borrower based on information as of June 30, 2011 and used by the Lenders in the determination of the initial Borrowing Base.

“Intercreditor Agreement” means any intercreditor agreement entered into on or subsequent to the Effective Date in connection with the Designated Partnership Hedge Facility, in substantially the same form as the form attached hereto as Exhibit I or otherwise acceptable to the Administrative Agent, by and among the Administrative Agent, the Collateral Agent (as defined therein) and the Master General Partner (as defined therein), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months, and if available by all the Lenders, nine months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) no Interest Period may have a term which would extend beyond the Maturity Date and (c) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a

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calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interim Redetermination” has the meaning assigned such term in Section 2.07(b).

“Interim Redetermination Date” means the date on which the Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d).

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, capital contributions, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale), (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business), or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Debt or other liability of any other Person.

“Issuing Bank” means Wells Fargo Bank, National Association, Citibank, N.A. and JPMorgan Chase Bank, N.A., each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” will include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joinder Agreement” means a joinder agreement in the form of Exhibit H or any other form reasonably approved by the Administrative Agent.

“Law” means (a) a law, statute, ordinance, treaty, permit, rule or regulation of any Governmental Authority, (b) a court decision, judgment, order, decree, injunction or ruling, and (c) a regulatory bulletin or guidance, or examination order or recommendation of a Governmental Authority.

“LC Commitment” at any time means $20,000,000.

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time (by the borrowing of Loans or otherwise). The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

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“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit.

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower or entered into by the Borrower with any Issuing Bank relating to any Letter of Credit.

“LIBO Rate” means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in dollars for a period equal to such Interest Period commencing on the first day of such Interest Period reported by Bloomberg L.P. in its index of rates as of 11:00 A.M., London time, two (2) Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on such index, the “LIBO Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered dollar deposits at or about 11:00 A.M., London time, two (2) Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Borrower and the Restricted Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. “Lien” shall not include the interest of the Borrower or any Restricted Subsidiary in any Property subject to a Synthetic Lease.

“Loan Documents” means this Agreement, 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.

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“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Majority Lenders” means, subject to Section 12.04(b)(ii)(E)(4), at any time while no Loans or LC Exposure are outstanding, two or more Lenders having greater than 50% of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure are outstanding, two or more Lenders holding greater than 50% of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participations interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.

“Master General Partner” means Atlas Resources, LLC, a Pennsylvania limited liability company, or any other Loan Party that is the managing general partner or managing member of a Participating Partnership.

“Material Acquisition” means a transaction or series of transactions comprised of the acquisition of the Equity Interests of a Person or the acquisition of assets from a Person, in each case for consideration of at least $10,000,000.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the operations, Properties or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to carry out their business as of the Effective Date, (c) the ability of the Loan Parties, taken as a whole, to perform fully and on a timely basis their obligations under any of the Loan Documents that are material to the interests of the Lenders, or (d) the validity or enforceability of any of the Loan Documents or the material rights and remedies available to the Administrative Agent, any Issuing Bank, or any Lender under any Loan Document.

“Material Disposition” means a transaction or series of transactions comprised of the sale, lease, assignment, conveyance or transfer of the Equity Interests of a Person or the assets of a Person, in each case for the consideration of at least $10,000,000.

“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $15,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time, including unpaid amounts in respect of such Swap Agreement.

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“Material Subsidiary” means any Restricted Subsidiary other than any Immaterial Subsidiary.

“Maturity Date” means March 22, 2016.

“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). As of the Effective Date, the aggregate Maximum Credit Amounts of the Lenders are $300,000,000.

“MGP Volumes” has the meaning assigned such term in Section 8.18.

“Minimum Title Information” means title information in form and substance reasonably satisfactory to the Administrative Agent as to (a) the Loan Parties’ ownership (whether in fee or by leasehold) of at least 80% of the total value of all Oil and Gas Properties (other than Designated Partnership Properties) and (b) ownership (whether in fee or by leasehold) of the Designated Partnership Properties, in each case with respect to Properties evaluated in any applicable Reserve Report.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgage” means a mortgage, deed of trust, or similar document in form and substance reasonably satisfactory to the Administrative Agent on an Oil and Gas Property directly owned (whether in fee or by leasehold) by a Loan Party where such Loan Party is the mortgagor and the Administrative Agent is the mortgagee pursuant to which a Lien on the Mortgaged Property covered thereby is created in favor of the Administrative Agent for the benefit of the Secured Creditors (as defined therein), as the same may be amended, modified or supplemented from time to time.

“Mortgaged Property” means any Property directly owned (whether in fee or by leasehold) by any Loan Party which is subject to a Lien created by the Security Instruments.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section 3(37) or 4001 (a)(3) of ERISA.

“New Borrowing Base Notice” has the meaning assigned such term in Section 2.07(d).

“Notes” means the promissory notes, if any, of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“OFAC” means the Office of Foreign Asset Control of the Department of Treasury of the United States of America.

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“Oil and Gas Properties” means each of the following: (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Oil and Gas Reserve Borrowing Base” means, at any time of determination, an amount equal to the sum of the Working Interest Borrowing Base plus the Partnership Interest Borrowing Base, as the same may be adjusted from time to time between Redetermination Dates pursuant to Section 2.07(h) or Section 8.12(d). As of the Effective Date, the Oil and Gas Reserve Borrowing Base shall be $120,000,000.

“Organizational Documents” means any and all agreements, certificates, operating agreements, partnership agreements, limited liability company agreements, charters, articles, bylaws, and similar documents pertaining to (a) the organization or governance of any Designated Partnership or (b) the organization or governance of any other Person referenced in this Agreement, in each case whether now or hereafter existing and as each has been and hereafter may be supplemented, amended or restated from time to time.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document.

“Participant” has the meaning set forth in Section 12.04(c)(i).

“Participant Register” has the meaning set forth in Section 12.04(c)(i).

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“Participating Partnership” means any Designated Partnership (a) established after March 22, 2011, commencing with the limited partnerships designated as “Series 30”, and (b) that has elected to become a party to the Designated Partnership Hedge Facility.

“Partnership Interest Borrowing Base” means, at any time of determination, the amount determined as the Partnership Interest Borrowing Base in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to Section 2.07(h) or Section 8.12(d); provided that in no event shall the “Partnership Interest Borrowing Base” exceed the lesser of (a) the Working Interest Borrowing Base and (b) $60,000,000. As of the Effective Date, the Partnership Interest Borrowing Base shall be $60,000,000.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Participating Partnership Swap Agreement” means any Swap Agreement entered into and secured by assets of a Participating Partnership pursuant to the Designated Partnership Hedge Facility and for which the notional volumes for each such Swap Agreement (when aggregated with other commodity Swap Agreements of such Participating Partnership then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, (a) as of the date such Swap Agreement is executed (i) for the first two years following the date such Swap Agreement is executed (the “Initial Measurement Period”), seventy-five percent (75%), (ii) for the period of three years immediately following the Initial Measurement Period (the “Second Measurement Period”), sixty-five percent (65%) and (iii) for any period following the Second Measurement Period, twenty-five percent (25%) of the reasonably anticipated future projected production from proved, developed, producing Oil and Gas Properties of the Participating Partnership which is party to such Swap Agreement or (b) at any time, one hundred percent (100%) of the both the current production and the reasonably anticipated future projected production from proved, developed producing Oil and Gas Properties of the Participating Partnership which is party to such Swap Agreement, in each case, for each month during the period during which such Swap Agreement is in effect.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Restricted Subsidiary or an ERISA Affiliate or (b) was at any time during the six (6) calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower or a Restricted Subsidiary or an ERISA Affiliate.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Wells Fargo as its prime rate in effect at its principal office in the United States; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by Wells Fargo as a general reference rate of interest, taking into account such factors as Wells Fargo may deem appropriate; it being understood that many of Wells Fargo’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that Wells Fargo may make various commercial or other loans at rates of interest having no relationship to such rate.

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“Pro Forma Compliance” means, as of any date of determination for purposes of calculating compliance with the financial covenants contained in Section 9.01 on a pro forma basis, (a) with respect to the financial covenants set forth in Section 9.01(a) and 9.01(c), (i) calculating Consolidated Net Income, EBITDA and Consolidated Interest Expense as if the merger or consolidation with any Restricted Subsidiary, the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Material Acquisition (each of the foregoing, a “Subject Transaction”), as applicable, had occurred on the first day of the period consisting of the four consecutive fiscal quarters of the Borrower ending on the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 8.01, (ii) calculating Total Funded Debt as of the date of the Subject Transaction (after giving effect to the Subject Transaction and the incurrence of any Debt in such Subject Transaction, but excluding Debt owed to the Borrower or any Restricted Subsidiary) and (iii) otherwise making such calculations in accordance with Regulation S-X of the SEC and (b) with respect to the financial covenant set forth in Section 9.01(b), calculating current assets acquired, and current liabilities assumed, in the Subject Transaction as if such assets and liabilities had been acquired or assumed as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 8.01.

“Pro Forma Financial Statements” has the meaning assigned to such term in Section 7.04(b).

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).

“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).

“Purchase Money Debt” means Debt (a) consisting of the deferred purchase price of property, plant and equipment, conditional sale obligations, obligations under any title retention agreement and other obligations incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Debt does not exceed the greater of (i) the cost of the asset being financed and (ii) the fair market value of such asset, and (b) incurred to finance such acquisition, construction or improvement by the Borrower or a Restricted Subsidiary of such asset; provided however that such Debt is incurred within 180 days after such acquisition or the completion of such construction or improvement.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.

“Redetermination” means any Scheduled Redetermination or Interim Redetermination.

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“Redetermination Compliance Certificate” means, (a) with respect to any May 1 Scheduled Redetermination, the Compliance Certificate for the period ending as of the previous December 31, (b) with respect to any November 1 Scheduled Redetermination, the Compliance Certificate for the fiscal quarter ending as of the previous June 30, and (c) with respect to any Interim Redetermination, the most recent Compliance Certificate that is required to have been delivered pursuant to Section 8.01(c).

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).

“Register” has the meaning assigned such term in Section 12.04(b)(iv).

“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

“Remedial Work” has the meaning assigned such term in Section 8.09.

“Required Mortgage Value” means, as of any date of determination, an amount equal to 80% of the aggregate value attributed to all Oil and Gas Properties (other than Designated Partnership Properties) directly owned (whether in fee or by leasehold) by the Loan Parties in the evaluation of such Properties reflected in the determination of the Borrowing Base in effect as of such date. “Required Mortgage Value” does not include the value, if any, attributed to any Designated Partnership Properties.

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each December 31 or June 30 (or such other date in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Loan Parties (or the Loan Parties’ proportionate share of Designated Partnership Properties), together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time, together with a supplement indicating future net income based upon the Administrative Agent’s usual and customary pricing assumptions for oil and gas loans then in effect and provided by the Administrative Agent to the Borrower, in each case reflecting Swap Agreements in place with respect to such production. Each Reserve Report shall include a report on a well by well basis reflecting the working and revenue interests for the Borrower and each Guarantor, and the net working interest and net revenue interests for each Designated Partnership and such other information and in such form as may be reasonably requested by the Administrative Agent.

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“Responsible Officer” means, as to any Person, the Chief Executive Officer, the Chief Operating Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in any Person (including any return of capital), or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Rolling Period” means (a) for the fiscal quarter ending December 31, 2011, the period commencing on April 1, 2011 and ending on December 31, 2011, and (b) for the fiscal quarter ending on March 31, 2012, and for each fiscal quarter thereafter, any period of four (4) consecutive fiscal quarters ending on the last day of such applicable fiscal quarter.

“Scheduled Redetermination” has the meaning assigned such term in Section 2.07(b).

“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).

“SEC” means the U.S. Securities and Exchange Commission or any successor Governmental Authority.

“Secured Swap Agreement” means a Swap Agreement, including, without limitation any Swap Agreement that becomes a Secured Swap Agreement hereunder pursuant to Section 8.18, (other than any Swap Agreement entered into and secured by assets of a Participating Partnership pursuant to the Designated Partnership Hedge Facility) between the Borrower or any other Loan Party and a Person who was a Lender or an Affiliate of a Lender at the time that such Swap Agreement was entered into, but excluding any additional transactions or confirmations entered into after such Person ceases to be a Lender or an Affiliate of a Lender; provided that any such Swap Agreement shall cease to be a “Secured Swap Agreement” after assignment by such Lender or Affiliate of a Lender of such Swap Agreement to a Person that is not a Lender or an Affiliate of a Lender.

“Security Agreement” means the Amended and Restated Security Agreement among the Borrower, the Guarantors and the Administrative Agent dated as of the date hereof, as the same may be amended, modified or supplemented from time to time.

“Security Agreement Supplement” means a supplement to the Security Agreement in the form of Annex 1 to the Security Agreement or any other form reasonably approved by the Administrative Agent.

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“Security Instruments” means the Guaranty Agreement, the Security Agreement, Mortgages and other agreements, instruments or stock certificates described or referred to in Exhibit E, and any and all other 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) as security for the payment or performance of, or to perfect the grant of a Lien to secure obligations under, the Indebtedness, the Notes, if any, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.

“Senior Notes” means any unsecured notes issued by the Borrower under Section 9.02(h) and, without duplication, any guarantees thereof by the Borrower or a Guarantor.

“Separation Agreement” means the Separation and Distribution Agreement dated as of February 23, 2012 among the Borrower, the General Partner, the Existing Borrower and the Existing General Partner.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“Sole Management Control” means, with respect to the Borrower, the ability, through voting power, by contract or otherwise, to direct all limited partnership actions of such Person without requiring the approval, consent, or vote of any other Person to the extent such approval, consent or vote is not required for such actions as of the Effective Date.

“Solvent” means when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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“Subsidiary” means, with respect to any Person (the “parent”), any other Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the parent and/or one or more of its Subsidiaries. Unless otherwise indicated herein, each reference to the term “Subsidiary” (i) means a Subsidiary of the Borrower and (ii) does not include any Designated Partnership or any Undesignated Partnership.

“Super Majority Lenders” means, subject to Section 12.04(b)(ii)(E)(4), at any time while no Loans or LC Exposure are outstanding, two or more Lenders having at least 66- ²/3% of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure are outstanding, two or more Lenders holding at least 66- ²/3% of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participations in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Super Majority Lenders.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.

“Total Funded Debt” means, at any date, all Debt of the Borrower and the Restricted Subsidiaries on a consolidated basis other than (i) contingent obligations in respect of Debt

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described in clause (b) of the definition of “Debt”, and (ii) Debt described in clauses (c), (j), (k), and (m) of the definition of “Debt”. For the avoidance of doubt, “Total Funded Debt” shall not include “asset retirement obligations” as such term is used in ASC Topic 410 to the extent such term relates to the plugging and abandonment of wells.

“Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties pursuant to the Security Instruments and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document, the guaranteeing of the Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of collateral thereunder, and the grant of Liens by such Guarantor on Mortgaged Properties pursuant to the Security Instruments.

“Transferee” means any Assignee or Participant.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Undesignated Partnership” means a partnership or limited liability company (other than a Subsidiary) that is Controlled by a Loan Party and that (a) does not meet the definition of a “Designated Partnership”, (b) is listed on Schedule 7.15 on the date hereof as an “Undesignated Partnership”, or (c) has been designated by the Borrower as an “Undesignated Partnership” pursuant to Section 8.01(p) or Section 9.20(b).

“Unrestricted Subsidiary” means (a) any Subsidiary designated as such on Schedule 7.15 or which the Borrower has designated in writing to the Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 9.19 and (b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(e).

“Well Services Borrowing Base” means, at any time of determination, an amount equal to the product of 2.50 multiplied by the Well Services Income; provided that in no event shall the “Well Services Borrowing Base” exceed 15% of the Oil and Gas Reserve Borrowing Base. As of the Effective Date, the Well Services Borrowing Base shall be $18,000,000.

“Well Services Business Segment” means the business segment of the Borrower and the Restricted Subsidiaries principally involved in serving as the operator of various oil and gas properties and providing well maintenance and other drilling services to oil and gas producers.

“Well Services Income” means at any time an amount equal to the portion of EBITDA allocable to the Well Services Business Segment for the twelve month period ending on the last

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day of the most recently completed fiscal quarter of the Borrower for which financial statements are available, calculated by the Borrower in good faith and in a manner consistent with the calculation of Well Services Income made by the Borrower and delivered to the Administrative Agent in connection with the determination of the Well Services Borrowing Base on the Effective Date.

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or by the Borrower and one or more of the Wholly-Owned Subsidiaries.

“Withholding Agent” means any Loan Party or the Administrative Agent.

“Working Interest Borrowing Base” means, at any time of determination, the amount determined as the Working Interest Borrowing Base in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to Section 2.07(h) or Section 8.12(d). As of the Effective Date, the Working Interest Borrowing Base shall be $60,000,000.

Section 1.03 Types of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including,” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement.

Section 1.05 Accounting Terms and Determinations.

(a) Unless otherwise specified herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that

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if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(b) Notwithstanding GAAP or anything in this Agreement to the contrary, for the purposes of calculating the ratios that are the subject of Section 9.01 hereof and the components of each of them, all Unrestricted Subsidiaries, all Designated Partnerships (and their Subsidiaries), and all Undesignated Partnerships (and their Subsidiaries) (including the assets, liabilities, income, losses, cash flows and elements thereof of each of the foregoing) shall be excluded, except that any cash dividends or distributions paid by any Person to Borrower or any Restricted Subsidiary shall be deemed to be income to the Borrower or such Restricted Subsidiary, as applicable, when received by it whether or not constituting income in accordance with GAAP.

(c) The ratios that are the subject of Section 9.01 hereof and the components of each of them shall be calculated giving pro forma effect to the Contribution as if it had occurred on April 1, 2011.

ARTICLE II

The Credits

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Credit Exposure exceeding such Lender’s Commitment and (b) the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans.

Section 2.02 Loans and Borrowings.

(a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

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(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve (12) Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(d) Notes. If a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a promissory note, then the Borrower shall execute and deliver a single promissory note of the Borrower in substantially the form of Exhibit A, payable to such Lender in a principal amount equal to its Maximum Credit Amount as then in effect, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or by written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower (a “written Borrowing Request”): (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York, New York time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York, New York time, on the date of the proposed Borrowing. Each telephonic and written Borrowing Request shall be irrevocable and each telephonic Borrowing Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(v) the amount of the then effective Borrowing Base, the current total Credit Exposures (without regard to the requested Borrowing), and the pro forma total Credit Exposures (giving effect to the requested Borrowing); and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base).

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Interest Elections.

(a) Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent of such election by telephone or by a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower (a “written Interest Election Request”) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each telephonic and written Interest Election Request shall be irrevocable and each telephonic Interest Election Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);

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(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing: (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.05 Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York, New York time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request.

(b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any ABR Borrowing, prior to 12:00 p.m., New York, New York time, on the date of such

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Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. No payment required and made by the Borrower under this paragraph will be subject to any break-funding payment under Section 5.02.

Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts.

(a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts or the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

(b) Optional Termination and Reduction of Aggregate Credit Amounts.

(i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments.

(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

Section 2.07 Borrowing Base.

(a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be

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$138,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time after the date of the initial Borrowing pursuant to Section 2.07(f), Section 2.07(h) or Section 8.12(d).

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined amounts shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders on May 1st and November 1st of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing May 1, 2012. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Super Majority Lenders, by notifying the Borrower thereof, one time during each six month period, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. The Borrower may also elect to have one additional Interim Redetermination between Scheduled Redeterminations in connection with (i) any acquisition of Oil and Gas Properties having a fair market value of $10,000,000 or more or (ii) any sale or other disposition of Properties or termination of Swap Agreements in respect of commodities where the Properties so sold or Swap Agreements so terminated have a fair market value of $10,000,000 or more.

(c) Scheduled and Interim Redetermination Procedure.

(i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.11(a) and Section 8.11(c), and, in the case of an Interim Redetermination, pursuant to Section 8.11(b) and Section 8.11(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.11(c), as may, from time to time, be reasonably requested by the Super Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), and the receipt by the Administrative Agent of the applicable Redetermination Compliance Certificate, the Administrative Agent shall evaluate the information contained in the Engineering Reports and such Redetermination Compliance Certificate and shall propose a new Borrowing Base (the “Proposed Borrowing Base”) equal to the sum of (A) its good faith determination of a new Working Interest Borrowing Base and Partnership Interest Borrowing Base based upon the Engineering Reports and such other information including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time and (B) its calculation of the Well Services Borrowing Base. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amount.

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(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) (such notice to specify the proposed amount of the Borrowing Base and the Working Interest Borrowing Base, the Partnership Interest Borrowing Base and the Well Services Borrowing Base comprising such amount):

(A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a), Section 8.11(c) and the applicable Redetermination Compliance Certificate in a timely and complete manner, then on or before the first to occur of April 15th and October 15th following the date of delivery (or, in each case, such date promptly thereafter as reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a), Section 8.11(c) and such Redetermination Compliance Certificate in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and such Redetermination Compliance Certificate from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and

(B) in the case of an Interim Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and the applicable Redetermination Compliance Certificate, and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i).

(iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Super Majority Lenders as provided in this Section 2.07(c)(iii). Such decisions relating to the Well Services Borrowing Base will be based on the Administrative Agent’s calculation thereof and such decisions relating to the Oil and Gas Reserve Borrowing Base will be made by each Lender in good faith and based upon such criteria as such Lender deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If at the end of such 15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Super Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved the Proposed Borrowing Base, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Super Majority Lenders, as applicable, have not approved or deemed to have approved the Proposed Borrowing Base, as aforesaid, then the Administrative Agent shall poll the Lenders to determine the highest amount approved by all of

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the Lenders in the case of an amount that would increase the Borrowing Base, or the Super Majority Lenders in the case of an amount that would decrease or maintain the Borrowing Base, and such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d).

(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders or the Super Majority Lenders, as applicable, pursuant to Section 2.07(c)(iii), the Administrative Agent shall promptly (but in no event later than five (5) Business Days after such approval or deemed approval) notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”) and the amount of the Working Interest Borrowing Base, the Partnership Interest Borrowing Base and the Well Services Borrowing Base and the amount of the Borrowing Base set forth therein shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) by the applicable date specified in Section 8.11 and the applicable Redetermination Compliance Certificate by the date specified in Section 8.01(c), then on the first to occur of May 1st or November 1st following delivery of the New Borrowing Base Notice (or promptly thereafter as reasonably practicable), or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) by the applicable date specified in Section 8.11 and such Redetermination Compliance Certificate by the date specified in Section 8.01(c), then on the Business Day next succeeding delivery of the New Borrowing Base Notice; and

(ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of the New Borrowing Base Notice.

(e) Duration of Borrowing Base. Following delivery of the New Borrowing Base Notice, the amount of the Borrowing Base set forth in the New Borrowing Base Notice shall be the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base, to the extent applicable, under Section 2.07(f), Section 2.07(h) or Section 8.12(d), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower.

(f) Reduction of Borrowing Base Upon Issuance of Senior Notes. In addition to the other redeterminations of the Borrowing Base provided for herein, and notwithstanding anything to the contrary contained herein, upon the issuance of any Senior Notes permitted by Section 9.02(h), the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders on such date until the next redetermination or modification of the Borrowing Base pursuant to this Agreement.

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(g) [Intentionally Deleted.]

(h) Reduction of Borrowing Base upon Sale of Properties, Termination of Swap Agreements or any Designated Partnership Ceasing to be a Designated Partnership. In addition to the other redeterminations of the Borrowing Base provided for herein, if at any time the aggregate Borrowing Base Value of Properties sold or disposed of, and Swap Agreements in respect of commodities terminated or otherwise monetized, pursuant to Section 9.11(d) in any period between Redeterminations of the Borrowing Base, together with (i) the Borrowing Base Value of any Oil and Gas Properties sold, transferred or otherwise disposed of by any Designated Partnership and (ii) the Borrowing Base Value of any Designated Partnership Properties evaluated in the most recent Reserve Report that are attributable to any Designated Partnership that, during such period, ceased to be a Designated Partnership for any reason (including, without limitation, as a result of being designated by the Borrower as an Undesignated Partnership pursuant to Section 8.01(p) or Section 9.20(b)), exceeds five percent (5%) of the Oil and Gas Reserve Borrowing Base as of the last Redetermination, then, unless the Borrower has timely exercised its right to an Interim Redetermination pursuant to Section 2.07(b), to the extent available, such that the Redetermination Date with respect to such Interim Redetermination may occur simultaneously with the consummation of such designation, sale or disposition (or, in the case of a Swap Agreement, termination or other monetization), the Oil and Gas Reserve Borrowing Base shall be automatically reduced, effective immediately upon such designation, sale or disposition (or, in the case of a Swap Agreement, termination or other monetization) by an amount equal to the Borrowing Base Value of such Properties sold or disposed of (or ceasing to be Designated Partnership Properties), and Swap Agreements in respect of commodities terminated or otherwise monetized. Immediately upon such reduction, if applicable, the Borrowing Base shall be automatically redetermined by the Administrative Agent to reflect such reduction and shall become the new Borrowing Base effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders until the next redetermination or modification of the Borrowing Base pursuant to this Agreement. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders.

(i) Rules of Construction for Borrowing Base. The definitions of “Well Services Borrowing Base” and “Partnership Interest Borrowing Base” each contain provisos that serve to limit the amount of one component of the Borrowing Base in relation to another component of the Borrowing Base or in relation to the total Borrowing Base (the “limiting factor”). In calculating the Borrowing Base and each component thereof, the Administrative Agent shall first, calculate each component of the Borrowing Base separately without reference to such provisos that relate to a limiting factor (provided that all fixed dollar amount limiting factors shall be applied during this first step) and calculate the Borrowing Base to equal the sum of the value thus calculated for each component thereof, and second, re-calculate each component of the Borrowing Base by applying the percentage limiting factors to such component calculations and total Borrowing Base calculation from the first step. In the event that the value of any component of the Borrowing Base calculated in the first step exceeds the value calculated for such component when applying the limiting factor in the second step, then

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the final value of such component shall be the value calculated for such component when applying the limiting factor in the second step; otherwise the final value of such component shall be the value calculated for such component in the first step. The final value of the Borrowing Base as calculated herein shall equal the sum of the value of each such component as determined in the preceding sentence. Notwithstanding anything to the contrary contained herein, each limiting factor shall be deemed to be the component of the Borrowing Base or the total Borrowing Base, as applicable, as is then being redetermined or calculated, without regard to the Borrowing Base or any component thereof as in effect immediately prior to the calculation at hand.

Section 2.08 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request an Issuing Bank to issue US dollar denominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the period from the Effective Date until the day which is five (5) Business Days prior to the end of the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (unless otherwise agreed by the applicable Issuing Bank, not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice:

(i) requesting the issuance of a Letter of Credit or identifying the outstanding Letter of Credit to be amended, renewed or extended;

(ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day);

(iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));

(iv) specifying the amount of such Letter of Credit;

(v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and

(vi) specifying the amount of the then effective Borrowing Base and the current total Credit Exposures (without regard to the requested Letter of Credit or the

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requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Commitment and (y) the total Credit Exposures shall not exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base). No letter of credit issued by any Issuing Bank shall be deemed to be a “Letter of Credit” issued under this Agreement unless such Issuing Bank has requested and received written confirmation from the Administrative Agent that the representations by Borrower contained in the foregoing clauses (x) and (y) are true and correct.

If requested by any Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit and shall guarantee the reimbursement of any Letter of Credit issued for the account of a Loan Party.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal, which renewal may be provided for in the initial Letter of Credit, or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to an existing Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than the fifth (5th) Business Day after the Borrower shall have received notice of such LC Disbursement, together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for ABR Loans for each day such LC Disbursement shall remain outstanding through the fifth (5th)

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Business Day following its receipt of notice of such disbursement and (ii) thereafter, the post default rate for ABR Loans for the period from and including the sixth (6th) Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount; provided that, unless the Borrower shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., New York City time, on the Business Day next following the date on which the Borrower shall have been notified of such LC Disbursement, the Borrower will be deemed to have requested, and the Borrower does hereby request under such circumstances, in accordance with Section 2.03 that such payment be financed with an ABR Borrowing on such Business Day in an equivalent amount and, to the extent the Borrower satisfies the condition precedent to such ABR Borrowing set forth in Section 6.02(b), the Borrower’s obligation to make such payment shall be discharged with the proceeds of the requested ABR Borrowing. If the Borrower fails to make such payment when due and the Borrower is not entitled to make a Borrowing in the amount of such payment, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse any Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence

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arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank, such Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed such Issuing Bank for such LC Disbursement, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(i), or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit not later than one Business Day after receipt of notice from the Administrative Agent (or, if such notice is received after 12:00 p.m. Noon, New York, New York time, not later than the second Business Day after receipt of such notice), in a deposit account with the Administrative Agent, cash collateral for the benefit of the Lenders in an amount equal to, in the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid interest thereon; provided that such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to any Loan Party described in Section 10.01(g) or Section 10.01(h). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders,

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a first priority perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.08(i) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which any Loan Party may now or hereafter have against any such beneficiary, the Issuing Banks, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Borrower’s and the other Loan Parties’ obligations under this Agreement and the other Loan Documents in a “securities account” (within the meaning of Article 8 of the UCC) over which the Administrative Agent shall have “control” (within the meaning of the UCC). Notwithstanding the foregoing, the Borrower may direct the Administrative Agent and the “securities intermediary” (within the meaning of the UCC) to invest amounts credited to the securities account, at the Borrower’s risk and expense, in Investments described in Section 9.05(c) through (f). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse, on a pro rata basis, each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Loan Parties under this Agreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(j) Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, and any LC Exposure exists at the time a Lender becomes a Defaulting Lender, then:

(i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 6.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (or, if such notice is received after 12:00 p.m. Noon, New York, New York time, within two (2) Business Days following receipt of such notice) cash collateralize such

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Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(i) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.08(j), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.08(j), then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.08(j), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) under Section 3.05(a) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Banks until such LC Exposure is cash collateralized and/or reallocated.

Notwithstanding any provision of this Agreement to the contrary, so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.08(j), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.08(j)(i) (and any Defaulting Lender shall not participate therein).

ARTICLE III

Payments of Principal and Interest; Prepayments; Fees

Section 3.01 Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.

Section 3.02 Interest.

(a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

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(c) Post-Default Rate. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower or any other Loan Party hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate applicable to ABR Loans as provided in Section 3.02(a), or if no rate is then applicable to such amount, at a rate per annum equal to 2.0% plus the highest rate then applicable to ABR Loans as provided in Section 3.02(a).

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.

Section 3.03 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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Section 3.04 Prepayments.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b), but each prepayment must be in an amount that is an integral multiple of $100,000 and not less than $1,000,000.

(b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York, New York time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York, New York time, one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing (other than pursuant to Section 3.04(c)) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

(c) Mandatory Prepayments.

(i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), a Borrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount sufficient to fully eliminate such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i).

(ii) Upon any Scheduled Redetermination or Interim Redetermination of the Borrowing Base in accordance with Section 2.07(b) or any adjustment to the Borrowing Base under Section 8.12(d), if a Borrowing Base Deficiency results therefrom, then the Borrower shall, within 30 days following receipt of the New Borrowing Base Notice or notice pursuant to Section 8.12(d), as applicable, provide written notice to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall, within 30 days (or 60 days in the case of clause (C) of this Section 3.04(c)(ii)) after its receipt of a New Borrowing Base Notice or notice pursuant to Section 8.12(d), as the case may be: (A) prepay the Loans in an amount equal to the full amount sufficient to eliminate such Borrowing Base Deficiency, (B) prepay the Loans in an amount sufficient to fully eliminate such Borrowing Base Deficiency in four equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice or notice, as the case may be (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (C) submit (and pledge as Mortgaged Properties pursuant to a Mortgage) to the Administrative Agent not later than 60 days after its receipt of a New Borrowing Base Notice or notice pursuant to Section 8.12(d),

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additional Oil and Gas Properties directly owned (whether in fee or by leasehold) by a Loan Party for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders in good faith deem sufficient in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination to fully eliminate such Borrowing Base Deficiency or (D) undertake a combination of the actions specified in clauses (B) and (C) of this Section 3.04(c)(ii) to fully eliminate such Borrowing Base Deficiency. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i).

(iii) Upon any adjustment to the Borrowing Base pursuant Section 2.07(f) or Section 2.07(h) the Borrower shall (A) prepay Borrowings in an aggregate principal amount, if any, necessary to fully eliminate such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i). The Borrower shall make such prepayment and/or deposit of cash collateral on or prior to the second Business Day immediately following the date it receives notice from the Administrative Agent of such reduction of the Borrowing Base and resulting Borrowing Base Deficiency.

(iv) [Intentionally Deleted.]

(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding as the Borrower may direct.

(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

(d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02, and shall not result in a reduction in the Maximum Credit Amounts.

Section 3.05 Fees.

(a) Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of each Lender’s Applicable Percentage of the Borrowing Base during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the third Business Day after the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(b) Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any year, and (iii) to each Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year will be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees will be payable on the Termination Date and any such fees accruing after the Termination Date will be payable on demand. Any other fees payable to the Issuing Banks pursuant to this Section 3.05(b) will be payable within 10 days after demand. All participation fees and fronting fees will be computed on the basis of a year of 360 days and will be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower shall pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon by the Borrower and the Administrative Agent in the Fee Letter.

(d) Defaulting Lender Fees. Subject to Section 2.08(j), the Borrower shall not be obligated to pay the Administrative Agent any Defaulting Lender’s ratable share of the fees described in Section 3.05(a) for the period commencing on the day such Defaulting Lender becomes a Defaulting Lender and continuing for so long as such Lender continues to be a Defaulting Lender.

ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs.

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or reimbursement of LC Disbursements or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, New York, New York time, on the date when due, in

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immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Application of Insufficient Payments. If at any time prior the Termination Date, insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and other amounts then due hereunder, such funds shall be applied: first, ratably to reimbursement of expenses and indemnities provided for in this Agreement and the Security Instruments; second, to accrued interest on the Loans; third, to fees; fourth, pro rata to outstanding principal of the Loans and unreimbursed LC Disbursements; and fifth, if required by the terms of this Agreement, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; in each case, ratably among the parties entitled thereto in accordance with the amounts then due to such parties.

(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to a Loan Party or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 4.03 Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant hereto then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. If at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).

Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the other Loan Parties unto and in favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each other Loan Party’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower or any other applicable Loan Party and the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Loan Parties.

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ARTICLE V

Increased Costs; Break Funding Payments; Taxes

Section 5.01 Increased Costs.

(a) Eurodollar Changes in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition (other than Excluded Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), in each case by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) and reasonably detailed calculations therefor shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an

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Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.05, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Section 5.03 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.03(a)), the Administrative Agent, Lender or any Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower or such Guarantor shall make such deductions and (c) the Borrower or such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender or any Issuing Bank as to the amount of such payment or liability under this Section 5.03) shall be delivered to the Borrower and shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or a Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

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(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

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(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

(g) FATCA. If a payment made to a Lender under this Agreement would be subject to United States Federal withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

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(h) Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(i) Survival. The agreements in this Section 5.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 5.04 Designation of Different Lending Office. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 5.05 Replacement of Lenders. If (a) any Lender requests compensation under Section 5.01, (b) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, (c) any Lender becomes a Defaulting Lender, (d) any Lender has not approved (or is not deemed to have approved) an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii), or (e) any Lender has not approved a proposed waiver or amendment requiring 100% approval or consent (other than an increase in the Borrowing Base) but which has been approved by Lenders holding 50% or more of the then outstanding Commitments, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to

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the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments or will result in the approval of the proposed Borrowing Base.

Section 5.06 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans; provided that the Borrower shall not be required to make any payments pursuant to Section 5.02 as a result of the conversion of any Affected Loans under this Section 5.06.

ARTICLE VI

Conditions Precedent

Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (exclusive of the Existing Letters of Credit) shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):

(a) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date pursuant to this Agreement or the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of its board of directors (or other applicable managing Person) with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing

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documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or other applicable governing documents) of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(c) The Administrative Agent shall have received recent certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor.

(d) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party.

(e) The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount dated as of the date hereof.

(f) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments described on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall:

(i) be reasonably satisfied that the Security Instruments will, when properly executed and recorded, create first priority, perfected Liens (except for Excepted Liens, but subject to the provisos at the end of such definition and subject to Immaterial Title Deficiencies) on at least the Required Mortgage Value of Oil and Gas Properties and all other Property purported to be pledged as collateral pursuant to such Security Instruments (including, without limitation, all Equity Interests in each Designated Partnership); and

(ii) have received certificates, together with undated, blank stock powers (or the equivalent for Persons that are not corporations) for each certificate, representing all of the certificated issued and outstanding Equity Interests (other than any Excluded Property (as defined in the Security Agreement)) of each Subsidiary (other than any Subsidiary of an Unrestricted Subsidiary) and of the Loan Parties’ Equity Interests in each Designated Partnership.

(g) The Administrative Agent shall have received an opinion in form and substance reasonably acceptable to the Administrative Agent of (i) Ledgewood, special counsel to the Borrower, and (ii) local counsel in each of the following states: Ohio and Pennsylvania.

(h) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower, the Restricted Subsidiaries and the Designated Partnerships evidencing that such Persons are carrying insurance in accordance with Section 7.13.

(i) The Administrative Agent shall have received title information in form and substance reasonably satisfactory to the Administrative Agent setting forth (a) the status of

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title on at least 80% of the total value of all Oil and Gas Properties (other than Designated Partnership Properties) evaluated in the Initial Reserve Report and (b) the status of title on the Designated Partnership Properties evaluated in the Initial Reserve Report.

(j) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower or another Loan Party has (i) received all consents and approvals required by Section 7.03, and (ii) no action, investigation, litigation or proceeding is pending or threatened in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

(k) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a) and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c)(i).

(l) The Administrative Agent shall have received appropriate UCC and other Lien and real property record search certificates from Ohio, Indiana, Pennsylvania, Colorado, any additional jurisdiction of organization of each Loan Party, and any other jurisdiction reasonably requested by the Administrative Agent, in each case reflecting no Liens encumbering the Properties of each Loan Party or Designated Partnership, as applicable, other than Liens released on or prior to the Effective Date or Liens permitted by Section 9.03 including, without limitation, Immaterial Title Deficiencies.

(m) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the pro forma financial information contained in the Information Statement has been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Effective Date to be reasonable).

(n) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) all Swap Agreements entered into by the Existing Borrower pursuant to the Existing Credit Agreement have been novated in the name of the Borrower, (ii) attached to such certificate is a true, correct, complete, and fully-executed copy of the Separation Agreement (together with all amendments thereto, if any), (iii) attached to such certificate is a true, correct, complete, and fully-executed copy of the Contribution Agreement (together with all amendments thereto, if any) and (iv) attached to such certificate is a true and complete list of all Swap Agreements of the Borrower, each Restricted Subsidiary and each Designated Partnership, including, all Swap Agreements of a Participating Partnership entered into pursuant to the Designated Partnership Hedge Facility, if any, the type, term, effective date, termination date and notional amounts or volumes and the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement.

(o) The Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that all Existing Letters of Credit issued in the name and on behalf of the account of the Existing Borrower pursuant to the Existing Credit Agreement have been novated in the name and on behalf of the account of the Borrower.

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(p) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that immediately after giving effect to the Transactions, the Borrower and the Restricted Subsidiaries will have no Debt or preferred stock outstanding other than the Indebtedness under this Agreement and other indebtedness listed on Schedule 9.02.

(q) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(r) The Administrative Agent shall have received projections for the Borrower for the twelve month period commencing on the first day of the first month immediately following the closing date of the Contribution in form reasonably satisfactory to the Administrative Agent; provided that the projections set forth in the Information Statement shall be deemed to satisfy this requirement.

(s) The Administrative Agent shall have received certified copies of each of the organizational documents of each of the Designated Partnerships.

(t) The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Contribution shall have been consummated in accordance with terms reasonably satisfactory to the Administrative Agent.

Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.01 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 2:00 p.m., New York, New York time, on March 31, 2012 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Section 6.02 Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.08(e), but including the initial funding), and of each Issuing Bank to issue, renew, or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(i) At the time of and immediately after giving effect to such Borrowing or the issuance, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.

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(ii) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(iii) [Intentionally Deleted.]

(iv) The making of such Loan or the issuance, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or any Issuing Bank to violate or exceed, any applicable Law, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(v) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.

(b) The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.08(e) shall be subject to the satisfaction of the conditions that (i) at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, the total Credit Exposures shall not exceed the total Commitments.

(c) Each Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.08(e)), and each issuance, renewal or extension of any Letter of Credit will be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (i), (ii), (iv) and (v) of paragraph (a) above.

ARTICLE VII

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

Section 7.01 Organization; Powers. Each of the Borrower and the Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the

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jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability. The Transactions, the Contribution and the Distribution, including, without limitation, all actions necessary to assume the Existing Borrower’s rights and obligations under the Existing Credit Agreement pursuant to Section 12.17, are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, member action. Each Loan Document and each document executed in connection with the Contribution and the Distribution to which a Loan Party is a party has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts. The Transactions, the Contribution and the Distribution (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents or permitted under Section 9.03).

Section 7.04 Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished in accordance with Section 8.01 to the Lenders (i) the consolidated balance sheets of the Existing Borrower as of December 31, 2010 and 2009, and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2010, certified by its independent public accountants; and (ii) the consolidated balance sheet of the Existing Borrower as of September 30, 2011, and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for the three month and nine month periods then ended, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial

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position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

(b) The Borrower has previously delivered to the Lenders the pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2011, and the related pro forma condensed consolidated statements of operations for the Borrower for the nine months then ended and for the 12 months ended December 31, 2010 (collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) give effect to the Transactions, the Contribution and the Distribution as if they had occurred on such date in the case of the balance sheet and as of the beginning of the periods presented in the case of the statements of operations, (ii) have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Effective Date to be reasonable), (iii) accurately reflect all adjustments required to be made to give effect to the Transactions, the Contribution and the Distribution, and (iv) are in accordance with Regulation S-X and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower as of such date and for such periods, assuming that the Transactions, the Contribution and the Distribution had occurred at such dates.

(c) Since December 31, 2010, after giving effect to the Contribution, the Distribution and the adjustments set forth in the pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2011 which was previously delivered to the Lenders, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Loan Parties has been conducted only in the ordinary course consistent with past business practices.

(d) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Pro Forma Financial Statements or as disclosed in this Agreement (including the Schedules hereto).

Section 7.05 Litigation.

(a) Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or affecting the Borrower or any Restricted Subsidiary (i) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document, the Transactions, the Contribution, the Distribution and to the knowledge of the Borrower no such action, suit, investigation or proceeding is threatened.

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(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Section 7.06 Environmental Matters. Except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) Neither any Property of the Borrower or any Restricted Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws.

(b) Without limitation of clause (a) above, no Property of the Borrower or any Restricted Subsidiary nor the operations currently conducted thereon or, to the best knowledge of any Loan Party, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws.

(c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of the Borrower and each Restricted Subsidiary, including without limitation past or present treatment, storage, disposal or release of a Hazardous Material or solid waste into the environment, have been duly obtained or filed, and the Borrower and each Restricted Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations.

(d) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of the Borrower or any Restricted Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of the Loan Parties, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws.

(e) The Borrower has taken all steps reasonably necessary to determine and have determined that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise Released and there has been no threatened Release of any Hazardous Materials on or to any Property of the Borrower or any Restricted Subsidiary except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment.

(f) To the extent applicable, all Property of the Borrower and each Restricted Subsidiary currently satisfies all design, operation, and equipment requirements imposed by the OPA or scheduled as of the Effective Date to be imposed by OPA during the term of this

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Agreement, and the Borrower does not have any reason to believe that such Property, to the extent subject to OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement.

(g) Neither the Borrower nor any Restricted Subsidiary has any known contingent liability in connection with any Release or threatened Release of any oil, Hazardous Material or solid waste into the environment.

Section 7.07 Compliance with the Laws and Agreements; No Defaults.

(a) Each of the Borrower and each Restricted Subsidiary (i) is in compliance with all Laws applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and (ii) possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except in each case where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Borrower nor any Restricted Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Restricted Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Borrower or any Restricted Subsidiary or any of their Properties is bound.

(c) No Event of Default has occurred and is continuing.

Section 7.08 Investment Company Act. Neither the Borrower nor any Restricted Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 No Margin Stock Activities. No Loan Party is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

Section 7.10 Taxes. Each of the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and the Restricted Subsidiaries in respect of taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No tax Lien has been filed and no claim is being asserted with respect to any such tax or other such governmental charge.

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Section 7.11 ERISA. Except as set forth on Schedule 7.11 and except as could not reasonably be expected to result in a Material Adverse Effect:

(a) The Borrower, the Restricted Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan.

(b) Each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code.

(c) No act, omission or transaction has occurred which could result in imposition on the Borrower, any Restricted Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA.

(d) No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated since September 2, 1974. No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower, any Restricted Subsidiary or any ERISA Affiliate has been or is expected by the Borrower, any Restricted Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred.

(e) Full payment when due has been made of all amounts which the Borrower, the Restricted Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof, and no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan.

(f) The actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, as of the end of the Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA.

(g) Neither the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Borrower, a Restricted Subsidiary or any ERISA Affiliate in its sole discretion at any time without any material liability.

(h) Neither the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Multiemployer Plan.

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(i) Neither the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate is required to provide security under section 401(a)(29) of the Code due to a Plan amendment that results in an increase in current liability for the Plan.

Section 7.12 Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries is subject, and all other matters known to it, that in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower or any of the Restricted Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished, collectively, the “Information”) contained, as of the date delivered, any material misstatement of fact or omitted to state, as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the Effective Date, the Information does not contain any misstatement of fact or omit to state any fact that would make the Information, taken as a whole and viewed in the light of the circumstances under which the Information was prepared, misleading in any material respect; provided that, with respect to Information consisting of projected financial information or other forward looking information, the Borrower represents only that such Information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time.

Section 7.13 Insurance. The Borrower has, and has caused all the Restricted Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Laws and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and the Restricted Subsidiaries. All Designated Partnerships maintain all appropriate insurance policies to the extent contemplated or required under the limited partnership agreement (or similar governing document) of such Designated Partnership. With respect to insurance policies of the Borrower and the Restricted Subsidiaries, the Administrative Agent and the Lenders have been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance.

Section 7.14 Restriction on Liens. Neither the Borrower nor any of the Restricted Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

Section 7.15 Subsidiaries.

(a) Except as set forth on Schedule 7.15 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a

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supplement to Schedule 7.15, the Borrower has no Subsidiaries and each Restricted Subsidiary is a Wholly-Owned Subsidiary. Neither the Borrower nor any Restricted Subsidiary has any Foreign Subsidiaries (other than any Subsidiary that is organized under the laws of Canada or any province or territory thereof). Schedule 7.15 lists all the Designated Partnerships and the Undesignated Partnerships owned by the Borrower or the Restricted Subsidiaries and their partnership interests in each such Designated Partnership and Undesignated Partnership. Schedule 7.15 identifies each Unrestricted Subsidiary other than Subsidiaries of Unrestricted Subsidiaries.

(b) The Borrower’s and the Guarantors’ Equity Interests in the Designated Partnerships are free and clear of any and all Liens, claims and encumbrances including any preferential rights to purchase and consents to assignments, other than (i) Liens contemplated by the Security Instruments and (ii) Excepted Liens described in clause (a) of the definition thereof.

(c) The amount and type of the authorized Equity Interests of each of the Persons listed on Schedule 7.15 are accurately described thereon, and all such Equity Interests that are issued and outstanding have been validly issued and are fully paid and nonassessable and are owned by and issued to the Person listed as their owner on Schedule 7.15. The Borrower and each Guarantor have good and marketable title to all the Equity Interests of the Subsidiaries issued to it, free and clear of all Liens other than (i) Liens contemplated by the Security Instruments and (ii) Excepted Liens described in clause (a) of the definition thereof, and all such Equity Interests have been duly and validly issued and are fully paid and nonassessable (except to the extent general partnership interests are assessable under applicable law).

Section 7.16 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of Delaware is Atlas Resource Partners, L.P.; and the organizational identification number of the Borrower in Delaware is 5051546 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(j) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(j) and Section 12.01(c)). Each other Loan Party’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.15 (or as set forth in a notice delivered pursuant to Section 8.01(j)).

Section 7.17 Properties; Titles, Etc.

(a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon

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Interests reflected in such Reserve Report (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

(b) Subject to Immaterial Title Deficiencies, a Loan Party or a Designated Partnership had, as of the date evaluated in the most recently delivered Reserve Report, good and defensible title as owner of a fee or leasehold interest to the Designated Partnership Properties evaluated in such Reserve Report, free and clear of all Liens except Liens described in clause (E) of the definition of “Designated Partnership”. After giving full effect to the Excepted Liens, a Loan Party or a Designated Partnership owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests relating to Designated Partnership Properties reflected in such Reserve Report, and the ownership (in fee or in leasehold) of such Properties shall not in any material respect obligate such owner to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in such owner’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues.

(c) All material leases and agreements necessary for the conduct of the business of the Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, except as in each case could not reasonably be expected to result in a Material Adverse Effect.

(d) The rights and Properties presently owned, leased or licensed by the Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof.

(e) All of the Properties of the Borrower and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.

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(f) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Section 7.18 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Loan Parties and the Designated Partnerships have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Laws and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of such Oil and Gas Properties. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (a) no Oil and Gas Property owned (whether in fee or by leasehold) by any Loan Party or any Designated Partnership is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (b) none of the wells comprising a part of the Oil and Gas Properties owned (whether in fee or by leasehold) by any Loan Party or any Designated Partnership (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by Law, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties). All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by any Loan Party or any Designated Partnership that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by any Loan Party or any Designated Partnership, in a manner consistent with such Loan Party’s or Designated Partnership’s past practices (other than those the failure of which to maintain in accordance with this Section 7.18 could not reasonably be expect to have a Material Adverse Effect).

Section 7.19 Gas Imbalances. As of the date hereof, except as set forth on Schedule 7.19, on a net basis there are no gas imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report that would require the Borrower, any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership of at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons.

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Section 7.20 Marketing of Production. Except for contracts listed on Schedule 7.20, and thereafter disclosed in writing by the Borrower to the Administrative Agent, in each case as included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or the Restricted Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity except as disclosed in Schedule 7.20 or the most recently delivered Reserve Report), no agreements exist which are not cancelable by the Borrower or a Restricted Subsidiary on 60 days’ notice or less without penalty to the Borrower or a Restricted Subsidiary or detriment for the sale of production from the Borrower’s or the Restricted Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six months from the date hereof (in the case of Schedule 7.20) or the most recently delivered Reserve Report (in the case of each other such agreement).

Section 7.21 Swap Agreements. Each report required to be delivered by the Borrower pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements of the Borrower, each Restricted Subsidiary and each Designated Partnership, including, all Swap Agreements of a Participating Partnership entered into pursuant to the Designated Partnership Hedge Facility, the type, term, effective date, termination date and notional amounts or volumes and the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. All reports and other information relating to the Designated Partnership Hedge Facility delivered to the Administrative Agent pursuant to Section 8.01(d) are true and complete in all material respects.

Section 7.22 Solvency. The Borrower and the other Loan Parties, taken as a whole, are, and immediately after giving effect to the incurrence of all Debt and obligations being incurred in connection herewith, will be Solvent.

Section 7.23 Foreign Corrupt Practices. To the knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries, nor any Designated Partnership or any Undesignated Partnership, nor any director, officer, agent, employee or Affiliate of any of the foregoing is aware of or has taken any action, directly or indirectly, that would result in a material violation by such Persons of the FCPA, including without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. To the knowledge of the Borrower, the Borrower, the Restricted Subsidiaries, the Unrestricted Subsidiaries, the Designated Partnerships and the Undesignated Partnerships and its and their Affiliates have conducted their business in material compliance with the FCPA.

Section 7.24 OFAC. To the knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries, nor any Designated Partnership or any Undesignated Partnership, nor any director, officer, agent, employee or Affiliate of any of the foregoing is currently subject to any

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material United States sanctions administered by OFAC, and the Borrower will not directly or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person known to the Borrower to be currently subject to any United States sanctions administered by OFAC.

ARTICLE VIII

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder have been paid in full, either all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed or the Borrower or any other Loan Party has granted to the issuer of each outstanding Letter of Credit a first priority perfected security interest in cash collateral (on terms and conditions reasonably acceptable to the applicable Issuing Banks) equal to 102% of the amount of the LC Exposure relating to such Letter(s) of Credit, and all other amounts due and payable under the Loan Documents (other than contingent obligations for which no claim has been made) have been paid in full, the Borrower covenants and agrees with the Lenders that:

Section 8.01 Financial Statements; Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 100 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (with an unqualified opinion as to “going concern” and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(c) Certificate of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a compliance

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certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01. Each such certificate (including the financial statements and calculations delivered with such certificate) shall include (A) the Borrower’s calculation of the Well Services Income, which shall be calculated and presented in a manner consistent with the calculation of Well Services Income that was made by Borrower and delivered to the Administrative Agent in connection with the determination of the Well Services Borrowing Base on the Effective Date and (B) reasonably detailed information regarding all cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the ratios that are the subject of Section 9.01 hereof (which information shall include a reconciliation of the Borrower’s calculation of EBITDA versus the calculation of EBITDA in accordance with GAAP).

(d) Certificate of Financial Officer – Swap Agreements. Concurrently with the delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of a recent date, a true and complete list of all Swap Agreements of the Borrower, each Restricted Subsidiary and each Designated Partnership, including, without limitation, any Swap Agreement entered into by a Participating Partnership pursuant to the Designated Partnership Hedge Facility, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes and volumes attributable to Designated Partnership production), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed in the certificate delivered to the Administrative Agent pursuant to Section 6.01(n), any margin required or supplied under any credit support document, and the counterparty to each such agreement. Concurrently with the delivery of such certificate, the Borrower shall deliver or cause any Participating Partnership to deliver to the Administrative Agent all reports and other information delivered to an Approved Counterparty pursuant to the Designated Partnership Hedge Facility for such period.

(e) Certificate of Insurer – Insurance Coverage. Within 30 days following the reasonable request by the Administrative Agent, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.06, in form and substance reasonably satisfactory to the Administrative Agent, and, if also reasonably requested by the Administrative Agent, all copies of the applicable policies.

(f) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be. Documents required to be delivered pursuant to Section 8.01(a) and Section 8.01(b) and this Section 8.01(f) may be delivered electronically and shall be deemed to have been delivered on the date on which the Borrower posts such documents to EDGAR (or such other free, publicly-accessible internet database that may be established and maintained by the SEC as a substitute for or successor to EDGAR).

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(g) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any notice of any breach, default, violation, demand, or any other material event furnished to or by any Person pursuant to the terms of any indenture, loan or credit or other similar agreement representing Material Indebtedness, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.

(h) Lists of Purchasers. Promptly upon written request of the Administrative Agent, a list of Persons purchasing Hydrocarbons from the Borrower or any Restricted Subsidiary accounting for at least 85% of the revenues resulting from the sale of all Hydrocarbons in the one-year period prior to the “as of” date of such Reserve Report.

(i) Notice of Casualty Events. Prompt written notice, and in any event within three (3) Business Days, after the Borrower obtains knowledge thereof, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

(j) Information Regarding the Loan Parties. Prompt written notice (and in any event within ten (10) Business Days thereof) of any change (i) in any Loan Party’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Loan Party’s federal taxpayer identification number.

(k) Production Report and Lease Operating Statements. Promptly upon written request of the Administrative Agent, a report setting forth, for the current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) from the Oil and Gas Properties owned (whether in fee or by leasehold) by any Loan Party or any Designated Partnership, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred.

(l) Notices of Certain Changes. Except as otherwise provided herein or in the other Loan Documents, promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any other Loan Party.

(m) Notices Relating to Acquisition. In the event that after the Effective Date: (i) any material matter being disputed by the Existing Borrower or any Restricted Subsidiary in accordance with the terms of the Acquisition Documents, the Separation Agreement or the Contribution Agreement is resolved or (ii) the Existing Borrower or any Restricted Subsidiary asserts a claim for indemnification or such a claim is resolved, then, in each such case, the Borrower shall promptly give the Administrative Agent notice in reasonable detail of such circumstances.

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(n) Certificate of Financial Officer – Consolidating Information. If, at any time, there exist any Unrestricted Subsidiaries of the Borrower, then concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Unrestricted Subsidiaries and the eliminating entries, in such form as is reasonably acceptable to the Administrative Agent.

(o) Issuance of Senior Notes. In the event the Borrower intends to issue any Senior Notes, prior written notice of such intended offering, the intended principal amount thereof and the anticipated date of closing and, upon request of the Administrative Agent, a copy of the preliminary offering memorandum (if any) and the final offering memorandum (if any).

(p) Incurrence of Debt by Designated Partnerships. Within five (5) Business Days prior to the incurrence by any of the Designated Partnerships of any Debt, a certificate of a Financial Officer setting forth (i) the name of the Designated Partnership incurring that Debt, (ii) the amount of that Debt, (iii) a description of any security for that Debt, (iv) a statement certifying that the managing general partner, managing member or manager, as applicable, of such Designated Partnership will be the holder of that Debt, and (v) either (A) a statement certifying that, after giving effect to the incurrence of such Debt, the aggregate amount of outstanding Debt incurred or suffered to exist at such time by all Designated Partnerships will be less than or equal to $10,000,000 or (B) if, after giving effect to the incurrence of such Debt, the aggregate amount of outstanding Debt incurred or suffered to exist at such time by all Designated Partnerships would exceed $10,000,000, a statement designating certain of the Designated Partnerships as Undesignated Partnerships and certifying compliance with Section 9.20, so that, after giving effect to such designation and the incurrence of such Debt, the aggregate amount of outstanding Debt incurred or suffered to exist at such time by all Designated Partnerships will be less than or equal to $10,000,000.

(q) Notice of Change in Partnership Status. Prompt written notice, and in any event within five (5) Business Days after the Borrower obtains knowledge thereof, of any Designated Partnership becoming an Undesignated Partnership because it no longer meets requirements set forth in the definition of “Designated Partnership”.

(r) Notice of Amendments to Designated Partnership Organizational Documents. In the event that any Designated Partnership intends to amend or otherwise modify its organizational documents in a manner that could reasonably be expected to be materially adverse to the Administrative Agent or the Lenders, then the Borrower shall deliver to the Administrative Agent reasonable prior written notice of (and a final, unexecuted copy of) such amendment or other modification and any other details thereof reasonably requested by the Administrative Agent.

(s) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA and such information about any Designated Partnership), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.

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Section 8.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any Event of Default.

(b) the filing or commencement of any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Borrower or any Restricted Subsidiary thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in liability in excess of $10,000,000.

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Restricted Subsidiaries in an amount exceeding $5,000,000.

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 8.03 Existence; Conduct of Business. The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which the nature of the business conducted by it requires such qualification, except where the failure to do any of the foregoing could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10.

Section 8.04 Payment of Obligations. The Borrower will, and will cause each Restricted Subsidiary to, pay its obligations (other than obligations in respect of Debt or Swap Agreements, as to which Section 10.01(f) shall apply), including tax liabilities of the Borrower and all of the Restricted Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Borrower or any Restricted Subsidiary in excess of $10,000,000 in the aggregate.

Section 8.05 Operation and Maintenance of Properties. The Borrower, at its own expense, will, and will cause each Restricted Subsidiary to, except to the extent any failure to do so could not reasonably be expected to result in a Material Adverse Effect:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Laws, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom.

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(b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities, except to the extent a portion of such Property is no longer capable of producing Hydrocarbons in economically reasonable amounts; provided that the foregoing shall not prohibit any sale of any assets permitted by Section 9.11.

(c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, and expenses accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.

(d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties.

(e) to the extent the Borrower is not the operator of any Property, use commercially reasonable efforts to cause the operator to comply with this Section 8.05.

Section 8.06 Insurance. The Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The Borrower will cause each Designated Partnership to maintain all appropriate insurance policies to the extent contemplated or required under the limited partnership agreement (or similar governing document) of such Designated Partnership. With respect to insurance policies of the Borrower and the Restricted Subsidiaries, the loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

Section 8.07 Books and Records; Inspection Rights. The Borrower will, and will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

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The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties (accompanied by a representative of the Borrower), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower shall be given the opportunity to participate in such discussions), all at such reasonable times during normal business hours and as often as reasonably requested.

Section 8.08 Compliance with Laws. The Borrower will, and will cause each Restricted Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 8.09 Environmental Matters.

(a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Restricted Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all environmental permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or the Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and the Restricted Subsidiaries’ obligations under this Section 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

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(b) The Borrower will promptly, but in no event later than five (5) Business Days after the occurrence of a triggering event, notify the Administrative Agent and the Lenders in writing of any action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any Person against the Borrower or the Restricted Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) of greater than $10,000,000 in excess of the amount covered by insurance.

(c) The Borrower will, and will cause each Restricted Subsidiary to, provide environmental assessments, audits and tests in accordance with the most current version of the American Society of Testing Materials standards upon request by the Administrative Agent and the Lenders and no more than once per year in the absence of any Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties.

Section 8.10 Further Assurances.

(a) The Borrower at its expense will, and will cause each Restricted Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Restricted Subsidiary, as the case may be, in the Loan Documents, including the Notes, if any, or to further evidence and more fully describe the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the reasonable discretion of the Administrative Agent, in connection therewith.

(b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of any Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.11 Reserve Reports.

(a) On or before April 1 and October 1 of each year, commencing April 1, 2012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. All

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other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31. Each Reserve Report shall identify (i) which of the Oil and Gas Properties included in such Reserve Report are Designated Partnership Properties, (ii) which Designated Partnership beneficially owns (whether in fee or by leasehold) each such Designated Partnership Property and (iii) which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report (other than Designated Partnership Properties) and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party or by a Designated Partnership.

(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report dated as of December 31. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report as soon as reasonably practicable with an “as of” date as may be reasonably requested by the Administrative Agent, but in any event no later than 45 days following the Borrower’s receipt of such request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit G from a Responsible Officer certifying that in all material respects, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) and Section 7.17(b) remain true and correct as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties or the Designated Partnerships have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve

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Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report (other than Designated Partnership Properties) as of the date of the certificate that the value of such Mortgaged Properties represent.

Section 8.12 Title Information.

(a) The Borrower shall, at all times during the term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.

(b) In connection with the delivery of each Reserve Report required by Section 8.11(a), the Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.

(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance reasonably satisfactory to the Administrative Agent with respect to other Oil and Gas Properties so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report (and other Oil and Gas Properties submitted as Mortgaged Properties under the foregoing clause (ii)) free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies).

(d) If the Borrower is unable to take such corrective action as set forth in clause (c) above with respect to any title defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders within the 90-day period or the Borrower does not timely provide or make reasonably available the Minimum Title Information, such failure shall not be a Default, but instead the Administrative Agent and/or the Super Majority Lenders shall have the right to exercise the following remedy in their sole discretion

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from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Super Majority Lenders are not reasonably satisfied that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) after the 90-day period has elapsed, the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Working Interest Borrowing Base or Partnership Interest Borrowing Base, as applicable, shall be automatically reduced to take into account such title deficiencies, exceptions or omissions, effective immediately (and the Borrowing Base shall be automatically reduced, effective immediately, upon such adjustment to a component of the Borrowing Base), by an amount as determined by the Super Majority Lenders in good faith based upon such criteria as the Super Majority Lenders deem appropriate in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination. Notwithstanding anything to the contrary contained herein, the failure of any Designated Partnership to hold record title to any Designated Partnership Property shall not be deemed to be a title defect, exception or omission with respect to such Designated Partnership Property for the purposes of this Section 8.12 so long as (i) such Designated Partnership holds beneficial title to such Designated Partnership Property and (ii) a Loan Party holds record title to such Designated Partnership Property.

Section 8.13 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b).

(b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Material Subsidiary to (A) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of

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its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests in such Material Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with undated stock powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof).

(c) In the event that the Borrower or any Material Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership.

(d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property.

(e) In the event that any Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement.

(f) In the event that any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), such Loan Party shall, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent.

(g) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.

Section 8.14 ERISA Compliance. The Borrower will promptly furnish and will cause the Restricted Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United States Secretary of Labor, the Internal

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Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (b) promptly upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Restricted Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Restricted Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (c) promptly upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Borrower will, and will cause each Restricted Subsidiary and ERISA Affiliate to, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

Section 8.15 [Intentionally Deleted.]

Section 8.16 Unrestricted Subsidiaries. The Borrower:

(a) will cause the management, business and affairs of each of the Borrower and its Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries; provided that the foregoing will not prohibit payments under expense sharing agreements with such Unrestricted Subsidiaries which are consistent with past practices and/or required by any applicable Governmental Authority.

(b) will not, and will not permit any of the Restricted Subsidiaries to, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries except in accordance with Section 9.05(g).

(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in the Borrower or any Restricted Subsidiary.

Section 8.17 Use of Proceeds. The Borrower shall use the proceeds of the Loans only (i) for working capital and general corporate purposes of the Borrower and the Subsidiaries and (ii) to pay the fees, expenses and other transaction costs of the Transactions, the Contribution and the Distribution. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that would violate any of the regulations of the Board, including Regulations T, U and X.

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Section 8.18 Swap Agreements for MGP Volumes. If, at any time including, without limitation, pursuant to Section 10.02(a), (a) the Master General Partner withdraws any of its ownership interest in a Participating Partnership in the form of a working interest in such Participating Partnership’s Oil and Gas Properties and (b) such Participating Partnership has entered into any Swap Agreements that are secured by assets of such Participating Partnership pursuant to the Designated Partnership Hedge Facility with respect to any production from such Oil and Gas Properties, then substantially contemporaneously with any such withdrawal, the Borrower shall cause the Master General Partner to enter into any novation, amendment or other agreement to reflect that any obligations arising under any Swap Agreement in respect of the notional volumes of the production of such Oil and Gas Properties attributable to the working interests so withdrawn (such volumes, the “MGP Volumes”) are no longer secured pursuant to the Designated Partnership Hedge Facility. Upon execution of such novation, amendment or other agreement, any such Swap Agreement in respect of the MGP Volumes shall be deemed to be a Secured Swap Agreement hereunder.

Section 8.19 Post-Closing Matters. The Borrower shall take, and shall cause the Restricted Subsidiaries to take, each action described on Schedule 8.19 within the time period provided for that action on Schedule 8.19 (or such later date as the Administrative Agent may agree in its sole discretion).

ARTICLE IX

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder have been paid in full, either all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed or the Borrower or any other Loan Party has granted to the issuer of each outstanding Letter of Credit a first priority perfected security interest in cash collateral (on terms and conditions reasonably acceptable to the applicable Issuing Bank) equal to 102% of the LC Exposure relating to such Letter(s) of Credit, and all other amounts due and payable under the Loan Documents (other than contingent obligations for which no claim has been made) have been paid in full, the Borrower covenants and agrees with the Lenders that:

Section 9.01 Financial Covenants.

(a) Ratio of Total Funded Debt to EBITDA. The Borrower will not permit, as of the last day of any Rolling Period, the ratio of Total Funded Debt as of such day to EBITDA for the Rolling Period ending on such day (or, in the case of the Rolling Period ending on December 31, 2011, Annualized EBITDA) to be greater than 3.75 to 1.0.

(b) Current Ratio. The Borrower will not permit, as of the last day of any fiscal quarter, the ratio of (i) current assets of the Borrower and the Restricted Subsidiaries (including the unused amount of the total Commitments of Lenders that are not Affiliate Lenders (but only to the extent that no Event of Default then exists), and excluding non-cash assets under ASC Topic 815) to (ii) current liabilities of the Borrower and the Restricted Subsidiaries (excluding non-cash obligations under ASC Topic 815, current maturities of Loans and other

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long-term Debt and those portions of advance payments received by the Borrower or any of the Restricted Subsidiaries for drilling and completion of oil and gas wells that exceed the cost to the Borrower or any Restricted Subsidiary and are classified as current liabilities) to be less than 1.0 to 1.0.

(c) Interest Coverage Ratio. The Borrower will not permit, as of the last day of any Rolling Period, the ratio of EBITDA for the Rolling Period ending on such day (or, in the case of the Rolling Period ending on December 31, 2011, Annualized EBITDA) to Consolidated Interest Expense for such period (or in the case of the Rolling Period ending on December 31, 2011, Annualized Consolidated Interest Expense) to be less than 2.5 to 1.0.

Section 9.02 Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.

(b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing).

(c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.

(d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding.

(e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business.

(f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.

(g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds.

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(h) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (vi) the terms of such Debt are the result of arm’s-length negotiations.

(i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.

(j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date.

(k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding.

(l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05.

(m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.

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(n) other unsecured Debt incurred after the date of this Agreement not to exceed $30,000,000 in the aggregate at any time outstanding.

(o) unsecured Debt owing by the Borrower to the Existing Borrower which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Existing Borrower shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent.

Section 9.03 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Indebtedness.

(b) Excepted Liens and Immaterial Title Deficiencies.

(c) Liens securing Capital Leases and Purchase Money Debt permitted by Section 9.02(d) but only on the Property that is the subject of such Capital Lease or Purchase Money Debt and on other Property reasonably related thereto.

(d) Liens in existence on the date hereof listed on Schedule 9.03, securing Debt permitted by Section 9.02(b) or other obligations (not constituting Debt) of the Borrower and the Restricted Subsidiaries, provided that (i) no such Lien is spread to cover any additional property after the Effective Date (other than after acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien (without any modification thereof after the Effective Date)) and (ii) to the extent such Liens secure Debt, the amount of Debt secured thereby is not increased except (A) as permitted by Section 9.02(b) and (B) pursuant to the instrument creating such Lien (without any modification thereof after the Effective Date).

(e) Liens existing on any asset of any Person at the time such asset is acquired or at the time such Person becomes a Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, provided that (i) such Liens shall not be created in contemplation of such event, (ii) such Liens do not at any time encumber any property other than such asset and (iii) such Liens may secure extensions, renewals, refinancings, refundings and replacements of any Debt of such Person permitted under Section 9.02(j).

(f) Liens on Property (and the proceeds thereof) not evaluated in the Initial Reserve Report or any subsequent Reserve Report required to be transferred to Atlas Energy, Inc., or a subsidiary thereof or successor thereto, pursuant to reconciliation or similar provisions contained in Section 2.7 of the Acquisition Agreement or required to be transferred to the Existing Borrower pursuant to Section 4.3(b) of the Separation Agreement.

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(g) Liens on Property other than Oil and Gas Properties securing Debt permitted by Section 9.02(k).

(h) [Intentionally Deleted.]

(i) Liens on Property (and proceeds thereof) securing (A) the Borrower’s or any Restricted Subsidiary’s obligations in respect of bankers’ acceptances issued or created for the account of the Borrower or such Restricted Subsidiary, as applicable, to facilitate the purchase, shipment or storage of Property or (B) reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for Property; provided that the aggregate amount of obligations secured by Liens permitted under this Section 9.03(i) shall not exceed $2,500,000 at any time outstanding.

(j) other Liens on Property not constituting collateral for the Indebtedness and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(j) shall not exceed $15,000,000 at any time outstanding.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 9.03 (other than Liens securing the Indebtedness, Excepted Liens, Immaterial Title Deficiencies and Liens permitted under Section 9.03(i)) may at any time attach (x) to any Oil and Gas Properties directly owned (whether in fee or by leasehold) by the Borrower or any Restricted Subsidiary and evaluated in the most recently delivered Reserve Report, or (y) to any Equity Interests issued by any Undesignated Partnership.

Section 9.04 Restricted Payments; Redemption of Senior Notes.

(a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as follows:

(i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock).

(ii) the Borrower may make Restricted Payments (including, without limitation, the declaration and payment of cash distributions to its Equity Interest holders) if no Default or Event of Default has occurred and is continuing or would result therefrom and no Borrowing Base Deficiency exists at such time.

(iii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests.

(iv) any Restricted Subsidiary may make Restricted Payments to the Borrower or any other Loan Party.

(v) the Borrower may make Restricted Payments pursuant to and in connection with stock option plans or other benefit plans or arrangements for directors,

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management, employees or consultants of the Borrower and the Restricted Subsidiaries; provided that the amount of Restricted Payments in cash under this clause (v) shall not exceed $5,000,000 during any fiscal year.

(vi) the Borrower and the Restricted Subsidiaries may make Restricted Payments constituting purchases by the Borrower or any Restricted Subsidiary of any other Restricted Subsidiary’s capital stock pursuant to a transaction expressly permitted by Section 9.05.

(b) The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is 120 days after the Maturity Date: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Senior Notes permitted to be incurred hereunder (other than in connection with a refinancing thereof permitted under Section 9.02(m)), provided that the Borrower may Redeem such Debt with the net cash proceeds of any sale of Equity Interests of the Borrower (other than Disqualified Capital Stock) so long as such Redemption occurs within 135 days after the Borrower receives such proceeds, or (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or any indenture, agreement, instrument, certificate or other document relating to the Senior Notes permitted hereunder other than (x) supplemental indentures to add guarantors if such Person has become a Guarantor of the Indebtedness and (y) amendments or other modifications that (1) do not violate the terms of this Agreement or any other Loan Document, (2) could not reasonably be expected to be materially adverse to the rights, interests, or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents, and (3) could not reasonably be expected to have a Material Adverse Effect.

(c) The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is 120 days after the Maturity Date: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Debt permitted to be incurred under Section 9.02(o), provided that, so long as (A) both immediately prior to and immediately after giving effect to any such Redemption (1) no Default exists and (2) the amount by which the aggregate Commitments of Lenders that are not Affiliate Lenders exceed the aggregate Credit Exposures at such time is not less than 30% of the Borrowing Base in effect at such time, and (B) the aggregate amount of Loan proceeds that are used directly or indirectly by the Borrower during the term of this Agreement to fund any such Redemption(s) does not exceed $20,000,000, the Borrower may Redeem such Debt or (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Debt incurred under Section 9.02(o) or any indenture, agreement, instrument, certificate or other document relating to such Debt other than amendments or other modifications that (1) do not violate the terms of this Agreement or any other Loan Document, (2) could not reasonably be expected to be materially adverse to the rights, interests, or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents, and (3) could not reasonably be expected to have a Material Adverse Effect.

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Section 9.05 Investments, Loans and Advances. The Borrower will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) Investments reflected in the Pro Forma Financial Statements or which are disclosed to the Lenders in Schedule 9.05.

(b) accounts receivable and extensions of trade credit arising in the ordinary course of business.

(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.

(d) commercial paper maturing within one year from the date of creation thereof rated no lower than A-2 or P-2 by S&P or Moody’s, respectively.

(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports), and has a short term deposit rating of no lower than A-2 or P-2, as such rating is set forth from time to time, by S&P or Moody’s, respectively.

(f) purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e).

(g) Investments made after the Effective Date (i) by the Borrower in any Restricted Subsidiary of the Borrower which is a Guarantor, (ii) by any Restricted Subsidiary in the Borrower or any Guarantor, (iii) by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary in an aggregate amount in all such Unrestricted Subsidiaries at any time outstanding not to exceed $10,000,000, and (iv) by the Borrower or any Restricted Subsidiary in Immaterial Subsidiaries in an aggregate amount at any time outstanding not to exceed $7,500,000.

(h) Investments (including, without limitation, capital contributions) in the Designated Partnerships; provided that such Investments shall consist solely of (i) contributions of land (other than Oil and Gas Properties evaluated in the most recent Reserve Report), (ii) loans to a Designated Partnership, and/or (iii) other cash Investments so long as, after giving effect to such cash Investment, no Default or Event of Default has occurred and is continuing or would result therefrom and no Borrowing Base Deficiency exists at such time.

(i) Investments (including, without limitation, capital contributions) in Undesignated Partnerships, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) no Borrowing Base Deficiency exists at such time and (iii) the aggregate amount of such Investments made after the Effective Date (net of the amount of cash dividends, other cash distributions and returns of capital received by any Loan Party in respect of such Investments) does not exceed $20,000,000.

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(j) loans or advances to employees, consultants, officers or directors of the Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business and consistent with past practices, so long as such Investments do not exceed $3,250,000 at any time outstanding.

(k) Investments in stock, obligations or securities received upon the enforcement of any Lien in favor of the Borrower or any of the Restricted Subsidiaries.

(l) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) no Borrowing Base Deficiency exists at such time; (iii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iv) such Person is principally engaged in the same business as the Borrower and the Restricted Subsidiaries; (v) the Borrower shall be in Pro Forma Compliance with the covenants set forth in Section 9.01; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets except to the extent such assets are subject to Liens permitted by Section 9.03(e).

(m) Investments permitted by Section 9.04.

(n) capital stock, promissory notes and other similar non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with any transaction permitted by Section 9.11.

(o) Investments in Swap Agreements relating to the business and finances of the Borrower or any Restricted Subsidiary and not for purposes of speculation.

(p) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Restricted Subsidiary.

(q) [Intentionally Deleted.]

(r) Investments made from net proceeds from the sale of Equity Interests so long as (i) any such Investment is made within 135 days after the receipt of such proceeds, (ii) no Default or Event of Default has occurred and is continuing or would result from such Investment and (iii) no Borrowing Base Deficiency exists at such time.

(s) so long as no Default or Event of Default has occurred and is continuing or would result from such Investments and no Borrowing Base Deficiency exists at such time, other Investments not to exceed $15,000,000 in the aggregate outstanding at any time.

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Section 9.06 Nature of Business; International Operations; Foreign Subsidiaries. Neither the Borrower nor any Restricted Subsidiary will allow any material change to be made in the character of its business as an independent oil and gas exploration, production and transportation company. From and after the date hereof, the Borrower and the Restricted Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States and Canada.

Section 9.07 Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used for any purpose other than those permitted by Section 8.17. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

Section 9.08 ERISA Compliance. The Borrower and the Restricted Subsidiaries will not at any time:

(a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Borrower, a Restricted Subsidiary or any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code if either of which would have a Material Adverse Effect.

(b) terminate, or permit any ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could reasonably be expected to result in any material liability of the Borrower, a Restricted Subsidiary or any ERISA Affiliate to the PBGC.

(c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the Borrower, a Restricted Subsidiary or any ERISA Affiliate is required to pay as contributions thereto if such failure could reasonably be expected to have a Material Adverse Effect.

(d) permit to exist, or allow any ERISA Affiliate to permit to exist, any accumulated funding deficiency within the meaning of section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan which exceeds $5,000,000.

(e) permit, or allow any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities under any Plan maintained by the Borrower, a Restricted Subsidiary or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current value of the assets (computed on an ongoing basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by more than $5,000,000. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA.

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(f) contribute to or assume a material obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume a material obligation to contribute to, any Multiemployer Plan.

(g) acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to the Borrower or a Restricted Subsidiary or with respect to any ERISA Affiliate of the Borrower or a Restricted Subsidiary if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on an ongoing basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by any amount in excess of $5,000,000.

(h) incur, or permit any ERISA Affiliate to incur, a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA.

(i) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability.

(j) amend, or permit any ERISA Affiliate to amend, a Plan resulting in a material increase in current liability such that the Borrower, a Restricted Subsidiary or any ERISA Affiliate is required to provide security to such Plan under section 401(a)(29) of the Code.

Section 9.09 Sale or Discount of Receivables. Except for receivables acquired or otherwise obtained by the Borrower or any Restricted Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, neither the Borrower nor any Restricted Subsidiary will discount or sell (with or without recourse) to any other Person that is not the Borrower or a Guarantor any of its notes receivable or accounts receivable.

Section 9.10 Mergers, Etc. Neither the Borrower nor any Restricted Subsidiary will merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (any such transaction, a “consolidation”); provided that:

(a) any Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person).

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(b) any Restricted Subsidiary of the Borrower may participate in a consolidation with any other Restricted Subsidiary (provided that if a party to such consolidation is a Guarantor or the surviving Person is a Material Subsidiary, then the survivor is either a Guarantor or becomes a Guarantor in accordance with Section 8.13(b), and if one of such Restricted Subsidiaries party to such consolidation is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary).

(c) any Restricted Subsidiary may dispose of any or all of its assets (i) to the Borrower or any other Loan Party or (ii) pursuant to a disposition permitted by Section 9.11.

(d) any Investment expressly permitted by Section 9.05 or disposition expressly permitted by Section 9.11 may be structured as a consolidation (provided that if any such consolidation involves the Borrower, the Borrower shall be the continuing or surviving Person).

Section 9.11 Sale of Properties; Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or to terminate any Swap Agreement in respect of commodities except for:

(a) the sale or other transfer of Hydrocarbons and other Property in the ordinary course of business and consistent with past practices.

(b) farm-outs of undeveloped acreage, zones or depths and assignments in connection with such farm-outs.

(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of similar value and use.

(d) subject to Section 2.07(h), the sale or other disposition (including Casualty Events) of, or, with respect to Swap Agreements in respect of commodities, the termination or other monetization of, (i) any Oil and Gas Property (including production payments), (ii) any interest therein, (iii) 100% of the Equity Interests in any Restricted Subsidiary directly owning (whether in fee or by leasehold) Oil and Gas Properties, (iv) any Equity Interests in Designated Partnerships and (v) any Swap Agreement in respect of commodities; provided that (A) at least 75% of the consideration received in respect of such sale or other disposition shall be cash (or, in the case of Swap Agreements, setoffs or netting), other Oil and Gas Properties, 100% of the Equity Interests in a Person directly owning (whether in fee or by leasehold) Oil and Gas Properties, Equity Interests in Designated Partnerships or any combination thereof, (B) the consideration received in respect of such sale or other disposition shall be equal to or greater than the greater of (x) the value as determined in the most recent Reserve Report of the Oil and Gas Property or (y) the fair market value of the interest therein, Restricted Subsidiary or Equity Interests which are the subject of such sale or other disposition or Swap Agreement which is the subject of such termination or other monetization as reasonably determined by the Borrower (if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), (C) no Default or Event of Default has occurred and is continuing or would result from such sale, disposition or termination, as applicable, (D) if such

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sale, disposition or termination would result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(h), the Borrower delivers reasonable prior written notice thereof to the Administrative Agent, and (E) if a Borrowing Base Deficiency would result from such sale, disposition or termination as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(h), the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such sale, disposition or termination, to the extent that such prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the Borrowing Base.

(e) the sale or disposition of the assets of, or any Equity Interest in, any Immaterial Subsidiary that is not a Guarantor.

(f) dispositions permitted by Section 9.09 and Section 9.10.

(g) the sale, contribution or issuance of any Restricted Subsidiary’s Equity Interests to the Borrower or any other Loan Party and the contribution of Property to any Loan Party.

(h) dispositions of Investments made pursuant to Section 9.05(c), Section 9.05(d), Section 9.05(e), Section 9.05(f), and Section 9.05(p).

(i) transfers of Property (and the proceeds thereof) not evaluated in the Initial Reserve Report or any subsequent Reserve Report, required to be transferred to Atlas Energy, Inc., or a subsidiary thereof or successor thereto, pursuant to reconciliation or similar provisions contained in Section 2.7 of the Acquisition Agreement or required to be transferred to the Existing Borrower pursuant to Section 4.3(b) of the Separation Agreement.

(j) dispositions of Property in connection with a sale-leaseback transaction as long as the Debt incurred in connection therewith is permitted by Section 9.02(d).

(k) the termination or other monetization of Permitted Participating Partnership Swap Agreements as permitted by the Designated Partnership Hedge Facility.

(l) other sales and dispositions of Properties (other than Oil and Gas Properties, Swap Agreements in respect of commodities, 100% of the Equity Interests in a Restricted Subsidiary directly owning (whether in fee or by leasehold) Oil and Gas Properties and Equity Interests in Designated Partnerships) having an aggregate fair market value not greater than $7,500,000 during any 6-month period.

Section 9.12 Environmental Matters. The Borrower will not, and will not permit any Restricted Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials, exposure to any Hazardous Materials, or to any Remedial Work under any applicable Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property if such violations, Release or threatened Release, exposure or Remedial Work could reasonably be expected to have a Material Adverse Effect.

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Section 9.13 Transactions with Affiliates. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower) unless such transactions are otherwise permitted under this Agreement or are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

Section 9.14 Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, create or acquire any additional Subsidiary or designate or redesignate a Restricted Subsidiary as an Unrestricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.13(b). The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 9.11. Neither the Borrower nor any Restricted Subsidiary shall have any Foreign Subsidiaries (other than any Subsidiary that is organized under the laws of Canada or any province or territory thereof).

Section 9.15 Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Section 9.16 Gas Imbalances. The Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to, allow on a net basis, gas imbalances or other prepayments or other prepayments made to the Borrower or any Restricted Subsidiary with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time volumes of their respective Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefore at the time of delivery of those Hydrocarbons.

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Section 9.17 Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than:

(a) Permitted Participating Partnership Swap Agreements, Swap Agreements listed in the certificate delivered pursuant to Section 6.01(n) and other Swap Agreements (other than purchase options) in respect of commodities entered into by the Borrower fixing prices on oil and/or gas expected to be produced by the Borrower, the Restricted Subsidiaries, the Designated Partnerships and the Undesignated Partnerships, provided that such Swap Agreements meet the following criteria:

(i) each such Swap Agreement shall be with an Approved Counterparty.

(ii) no such Swap Agreement shall be entered into by the Borrower for the benefit of another Person other than the Designated Partnerships and the Undesignated Partnerships (but only, in each case, to the extent (A) of a Loan Party’s percentage interest in such Designated Partnership’s or such Undesignated Partnership’s net revenues and (B) that such Designated Partnership or Undesignated Partnership was formed prior to March 22, 2011) or any Restricted Subsidiary.

(iii) each such Swap Agreement shall have a term not to exceed sixty-six (66) months.

(iv) the notional volumes for each such Swap Agreement (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) shall not exceed, as of the date such Swap Agreement is executed, 85% of the reasonably anticipated future projected production from the Borrower’s and the other Loan Parties’, and their proportionate share (based on such Loan Parties’ percentage interests in such Designated Partnerships’ (other than Designated Partnerships formed on or after March 22, 2011) net revenues) of the Designated Partnerships’ (other than Designated Partnerships formed on or after March 22, 2011), proved Oil and Gas Properties.

Any projections in this Section 9.17(a) shall be adjusted as follows: (A) Oil and Gas Properties evaluated in the most recently delivered Reserve Report shall reflect the actual historical decline profile of such Oil and Gas Properties and (B) Oil and Gas Properties not evaluated in the most recently delivered Reserve Report shall reflect a reasonable decline profile based upon actual historical decline profiles of similar or analogous Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately.

(b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and the Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate.

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(c) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (except that (i) Secured Swap Agreements may be secured by the Mortgaged Properties pursuant to the Security Instruments and (ii) Permitted Participating Partnership Swap Agreements may be secured by Properties of such Participating Partnership pursuant to the Designated Partnership Hedge Facility).

(d) The Borrower will not, and will not permit any Restricted Subsidiary to, terminate or otherwise unwind or monetize any Swap Agreement in respect of commodities (including, as applicable, any trade confirmations made pursuant thereto), now existing or hereafter arising, without the prior written consent of the Super Majority Lenders except to the extent such terminations are permitted by Section 9.11.

Section 9.18 Tax Status as Partnership; Partnership Agreement. The Borrower shall not alter its status as a partnership for purposes of United States Federal income taxes. The Borrower shall not, and shall not permit any Restricted Subsidiary to, amend or modify any provision of any organizational document, or any agreements with Affiliates of the type referred to in Section 9.13, if such amendment or modification could reasonably be expected to have a Material Adverse Effect.

Section 9.19 Designation and Conversion of Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries.

(a) No Person shall become an Unrestricted Subsidiary hereunder unless designated as an Unrestricted Subsidiary on Schedule 7.15 as of the date hereof or thereafter, in accordance with Section 9.19(b). Each Unrestricted Subsidiary as of the Effective Date is set forth on Schedule 7.15.

(b) After the Effective Date, the Borrower may designate, by written notice to the Administrative Agent, any Restricted Subsidiary as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency exists or would exist and (ii) at the time of such designation it would be permitted to make an Investment in an Unrestricted Subsidiary under Section 9.05 in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary. Except as provided in this Section 9.19(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.

(c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, the representations and warranties of the Borrower and the Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), no Default would exist and the Borrower complies with the requirements of Section 8.13,

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Section 8.16 and Section 9.14. Any such designation shall be treated as a cash dividend in an amount equal to the lesser of the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary or the amount of the Borrower’s cash investment previously made for purposes of the limitation on Investments under Section 9.05(g).

Section 9.20 Designation and Conversion of Undesignated Partnerships. A Designated Partnership will become an Undesignated Partnership under this Agreement (a) automatically upon such Designated Partnership failing to meet the requirements set forth in the definition of “Designated Partnership” at any time, or (b) subject to the following sentence, upon the Borrower delivering written notice to the Administrative Agent designating such Designated Partnership as an Undesignated Partnership. The Borrower may not voluntarily designate any Designated Partnership as an Undesignated Partnership unless (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) if any Borrowing Base Deficiency would result from such designation as a result of a redetermination of the Borrowing Base pursuant to Section 2.07(h), the Borrower prepays Borrowings, prior to or contemporaneously with the effectiveness of such designation, to the extent that such prepayment would have been required under Section 3.04(c)(iii) after giving effect to such redetermination of the Borrowing Base.

Section 9.21 Acquisition Documents, the Separation Agreement and the Contribution Agreement. The Borrower will not, nor will the Borrower permit the Existing Borrower or any Restricted Subsidiary to, directly or indirectly, amend or otherwise modify any Acquisition Document, the Separation Agreement or the Contribution Agreement which in any case (a) violates the terms of this Agreement or any other Loan Document, (b) could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents or (c) could reasonably be expected to have a Material Adverse Effect.

Section 9.22 Change in Name, Location or Fiscal Year. Borrower shall not, and shall not permit any other Loan Party to, (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Mortgaged Property is held or stored (other than locations where such Loan Party is a lessee with respect to any oil and gas lease), or the location of its records concerning the Mortgaged Property as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least five (5) Business Days prior written notice of such change and any reasonable action requested by the Administrative Agent in connection therewith has been, or will be contemporaneously therewith, completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Lenders, in any Mortgaged Property), provided that, any new location shall be in the United States or Canada. The Borrower shall not, and shall not permit any other Loan Party to, change its fiscal year which currently ends on December 31.

Section 9.23 Drilling and Operating Agreements. The Borrower will not, nor will the Borrower permit any Restricted Subsidiary or Designated Partnership to, directly or indirectly,

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amend or otherwise modify any drilling or operating agreement between Borrower or any Restricted Subsidiary and any Designated Partnership which in any case (a) violates the terms of this Agreement or any other Loan Document, (b) could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents or (c) could reasonably be expected to have a Material Adverse Effect.

Section 9.24 Designated Partnerships’ Organizational Documents. The Borrower will not, nor will the Borrower permit any Restricted Subsidiary or any new or newly-designated Designated Partnership to, (a) execute any Organizational Document of any Designated Partnership that does not contain an express provision allowing the Master General Partner of such Designated Partnership to withdraw its ownership interest in such Designated Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Designated Partnership without the consent of any other party to such Organizational Document or (b) directly or indirectly, amend or otherwise modify the Organizational Document of such Designated Partnership to remove the provision required in the foregoing clause (a).

Section 9.25 Designated Partnership Hedge Facility. The Borrower will not, nor will the Borrower permit any Restricted Subsidiary or Participating Partnership to enter into any agreement with respect to the Designated Partnership Hedge Facility that (a) could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents or (b) conflicts with the terms and conditions set forth in the Loan Documents.

ARTICLE X

Events of Default; Remedies

Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for payment or prepayment thereof or otherwise.

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of interest and fees payable under Section 3.02 and Section 3.05, respectively, five (5) Business Days, and (ii) in the case of any other fees, interest or other amounts (other than an amount referred to in Section 10.01(a)), five (5) Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the Borrower by the Administrative Agent.

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(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed.

(d) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(p), Section 8.02(a) or in Article IX.

(e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 8.12(c), Section 10.01(a), Section 10.01(b), Section 10.01(d), or Section 10.01(n)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) written notice thereof from the Administrative Agent to the Borrower or (ii) a Responsible Officer of the Borrower otherwise becoming aware of such default.

(f) the Borrower or any Restricted Subsidiary (i) fails to pay any principal in respect of any Debt or any amount owing under any Swap Agreement (including any Permitted Participating Partnership Swap Agreement) after the same have become due and payable and the aggregate amount remaining unpaid at any time exceeds $15,000,000, (ii) fails to observe or perform (after applicable grace periods, if any) any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Debt or such Swap Agreement (other than any Permitted Participating Partnership Swap Agreement) if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Debt or a counterparty of the Borrower or any Restricted Subsidiary in respect of such Swap Agreement or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, principal of such Debt and amounts owing under such Swap Agreement exceeding $15,000,000 in the aggregate to become immediately due and payable, or (iii) fails to observe or perform (after applicable grace periods, if any) any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any Permitted Participating Partnership Swap Agreement if the effect of any failure referred to in this clause (iii) is to cause amounts owing under such Permitted Participating Swap Agreements exceeding $15,000,000 in the aggregate to become immediately due and payable.

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered.

(h) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign

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bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(g), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing.

(i) any Loan Party shall become unable, admit in writing its inability, or fail generally to pay its debts as they become due.

(j) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Borrower, any of the Restricted Subsidiaries, or any combination thereof, and all such judgments shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof.

(k) any provision of the Loan Documents material to the rights and interests of the Lenders shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against any Loan Party or any provision of the Loan Documents shall be repudiated, or cease to create a valid and perfected Lien of the priority required thereby on any portion of the collateral purported to be covered thereby that is material to the rights and interests of the Lenders, except to the extent permitted by the terms of this Agreement, or any Loan Party shall so state in writing.

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $10,000,000.

(m) a Change of Control shall occur.

(n) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 2.1 of the Intercreditor Agreement, and such failure shall continue unremedied for a period of 10 Business Days after the earlier to occur of (i) written notice thereof from the Administrative Agent to the Borrower or (ii) a Responsible Officer of the Borrower or of any Restricted Subsidiary otherwise becoming aware of such default.

Section 10.02 Remedies.

(a) In the case of an Event of Default other than one described in Section 10.01(g), Section 10.01(h) or Section 10.01(i), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, or at the direction of the Majority Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so

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declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(i)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and (iii) require the Master General Partner to immediately withdraw its ownership interest in any or all of the Participating Partnerships in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnerships and (A) deliver such Mortgages or other Security Instruments or documents as required under Section 8.13(f) and (B) execute a novation, amendment or agreement to reflect that the MGP Volumes shall no longer be secured by the Designated Partnership Hedge Facility; and in case of an Event of Default described in Section 10.01(g), Section 10.01(h) or Section 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(i)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party.

(b) In the case of the occurrence of an Event of Default, the Administrative Agent and each Lender will have all other rights and remedies available to it or them at law and equity.

(c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after the Termination Date, whether by acceleration or otherwise, shall be applied: first, to reimbursement of expenses and indemnities provided for in this Agreement and the Security Instruments; second, to accrued interest on the Loans; third, to fees; fourth, pro rata to (i) outstanding principal of the Loans, (ii) to serve as cash collateral to be held by the Administrative Agent to secure LC Exposure and (iii) the payment of Indebtedness referred to in clauses (b) and (c) of the definition of Indebtedness owing to a Lender or an Affiliate of a Lender; fifth, to any other Indebtedness; and any excess shall be paid to the Borrower or as otherwise required by any Law.

ARTICLE XI

The Administrative Agent And The Issuing Banks

Section 11.01 Appointment and Authorization of Administrative Agent; Secured Swap Agreements.

(a) Each Lender hereby irrevocably (subject to Section 11.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan

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Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent, any syndication agent or documentation agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI with respect to any acts taken or omissions suffered by an Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article XI included each Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to each Issuing Bank.

Section 11.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects in the absence of gross negligence or willful misconduct.

Section 11.03 Default; Collateral.

(a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Mortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any Property of the Borrower or any Restricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if

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applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable).

(b) Each Lender authorizes and directs the Administrative Agent to enter into the Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Security Instruments).

(c) Except to the extent unanimity (or other percentage set forth in Section 12.02) is required hereunder, each Lender agrees that any action taken by the Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.

(d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Mortgaged Property or Security Instruments which may be necessary to perfect and maintain perfected Liens upon the Mortgaged Properties granted pursuant to the Security Instruments.

(e) The Administrative Agent shall not have any obligation whatsoever to any Lender or to any other Person to assure that the Mortgaged Property exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights granted or available to the Administrative Agent in this Section 11.03 or in any of the Security Instruments; IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, WITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Mortgaged Property: (A) constituting property in which neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (B) constituting property leased to the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Documents

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or is about to expire and which has not been, and is not intended by the Borrower or such Restricted Subsidiary to be, renewed; or (C) consisting of an instrument or other possessory collateral evidencing Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Debt or obligations evidenced thereby has been paid in full or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Mortgaged Property as contemplated herein and in the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Mortgaged Property pursuant to this Section 11.03.

(g) In furtherance of the authorizations set forth in this Section 11.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Security Instruments (including, without limitation, any appointments of substitute trustees under any Security Instruments), (ii) to take action with respect to the Mortgaged Property and Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Mortgaged Property to the extent authorized herein or in the other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Mortgaged Property matters described in this Section 11.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Indebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Loan or issue any Letter of Credit under the Loan Documents.

Section 11.04 Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform

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its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.

Section 11.05 Reliance by Administrative Agent.

(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower or any Restricted Subsidiary), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Participants. Where this Agreement expressly permits or prohibits an action unless the Majority Lenders or Super Majority Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the requisite Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 6.01, each Lender that has funded its Applicable Percentage of the initial Loan on the Effective Date (or, if there is no Loan made on such date, each Lender other than the Lenders who gave written objection to the Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender (or otherwise made available for such Lender on SyndTrak Online, DXSyndicate™ or any similar website) for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Section 11.06 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Lenders in accordance with this Agreement; provided, however, that unless and until the

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Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 11.07 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Related Party of the Administrative Agent has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Restricted Subsidiary or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Related Party of the Administrative Agent to any Lender as to any matter, including whether Related Parties of the Administrative Agent have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Related Party of the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Related Party of the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as counsel to the Administrative Agent. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Related Party of the Administrative Agent.

Section 11.08 Indemnification of Agents. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY UPON DEMAND EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES, AND HOLD HARMLESS EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (INCLUDING SUCH RELATED PARTY OF THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE); PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY RELATED PARTY OF THE ADMINISTRATIVE AGENT OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES

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RESULTING FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; provided, however, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 11.08. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 11.08 shall survive termination of the Commitments, the payment of all Indebtedness hereunder and the resignation or replacement of the Administrative Agent.

Section 11.09 Administrative Agent in its Individual Capacity. Wells Fargo and its Affiliates may make loans to, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its Affiliates as though Wells Fargo were not the Administrative Agent or an Issuing Bank hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Wells Fargo shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an Issuing Bank, and the terms “Lender” and “Lenders” include Wells Fargo in its individual capacity.

Section 11.10 Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect

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to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Section 11.11 Syndication Agent; Other Agents; Arrangers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” as a “documentation agent,” any other type of agent (other than the Administrative Agent), “arranger,” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 11.12 Administrative Agent May File Proof of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Restricted Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposures and all other Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 12.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 11.13 Secured Swap Agreements. To the extent any Affiliate of a Lender is a party to a Secured Swap Agreement with the Borrower or any of the Restricted Subsidiaries and thereby becomes a beneficiary of the Liens pursuant to any Security Instrument, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Security Instruments and to be bound by the terms of this Article XI and the other provisions of this Agreement.

Section 11.14 Bank Product Obligations. To the extent any Affiliate of a Lender provides any Bank Products and thereby becomes a beneficiary of the Liens pursuant to any Security Instrument, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Security Instruments and to be bound by the terms of this Article XI and the other provisions of this Agreement.

ARTICLE XII

Miscellaneous

Section 12.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

(i) if to the Borrower, to it at:

Atlas Resource Partners, L.P.

1845 Walnut Street, 10th Floor

Philadelphia, Pennsylvania 19118

Attn: Sean P. McGrath

Fax: (215) 405-3882

Email: SMcGrath@atlasenergy.com

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(ii) if to Administrative Agent or to Wells Fargo in its capacity as Issuing Bank, to it at:

Wells Fargo Bank, N.A.

1525 W WT Harris BLVD, 1^st Floor

MAC D1109-019

Charlotte, North Carolina 28262-8522

Attn: Agency Services

Phone: (704) 590-2706

Fax: (704) 590-2782

with a copy to:

Wells Fargo Bank, N.A.

1445 Ross Avenue, Suite 4500, T9216-451

Dallas, Texas 75202

Attn: Jason M. Hicks

Fax: (214) 721-8215

(iii) if to any other Lender (or to Citibank, N.A. in its capacity as Issuing Bank), in its capacity as such, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, Article III, Article IV and Article V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Administrative Agent, any Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of

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any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

(b) Subject to Section 12.04(b)(ii)(E)(4), neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Loan Parties party thereto and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall

(i) increase the Maximum Credit Amount of any Lender without the written consent of such Lender,

(ii) increase the Borrowing Base without the written consent of all Lenders (other than any Defaulting Lender and any Affiliate Lender) or decrease or maintain the Borrowing Base without the consent of the Super Majority Lenders,

(iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby; provided that the consent of an Affiliate Lender for any such reduction shall not be required if such reduction is proportionately applicable to each Lender (including such Affiliate Lender),

(iv) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender directly and adversely affected thereby; provided that the consent of an Affiliate Lender for any such postponement, reduction, extension or waiver shall not be required if such postponement, reduction, extension or waiver is proportionately applicable to each Lender (including such Affiliate Lender),

(v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby; provided that the consent of an Affiliate Lender for any such change shall not be required if such change is proportionately applicable to each Lender (including such Affiliate Lender),

(vi) release any Guarantor (except as set forth in the Guaranty Agreement), release all or substantially all of the collateral, or reduce the percentage set forth in the definition of Required Mortgage Value to less than 80%, without the written consent of each Lender (other than any Defaulting Lender and any Affiliate Lender), or

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(vii) change any of the provisions of this Section 12.02(b) or the definitions of “Super Majority Lenders” or “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender directly and adversely affected thereby;

provided further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to Schedule 7.15 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders.

Section 12.03 Expenses, Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY THE ARRANGERS, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL

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FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY OTHER LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY LAW, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY ANY ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND THE RESTRICTED SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY RESTRICTED SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF THE

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RESTRICTED SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES, (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE (AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION), (2) A MATERIAL BREACH OF THE MATERIAL OBLIGATIONS OF SUCH INDEMNITEE UNDER THE LOAN DOCUMENTS OR (3) ANY PROCEEDING THAT IS SOLELY AMONG INDEMNITEES.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under Section 12.03(a) or Section 12.03(b), each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section 12.03 shall be payable promptly after written demand therefor.

Section 12.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby

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(including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person; and

(B) the Administrative Agent and the Issuing Banks (such consent not to be unreasonably withheld, conditioned or delayed), provided that no consent of the Administrative Agent or the Issuing Banks shall be required for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, if smaller, the entire remaining amount of the assigning Lender’s Maximum Credit Amount, unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment (other than assignments to an Affiliate of a Lender or an Approved Fund) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 unless such fee is waived by the Administrative Agent;

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(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;

(D) in no event may any Lender assign all or a portion of its rights and obligations under this Agreement to the Borrower; and

(E) any Lender assign all or a portion of its rights and obligations under this Agreement to an Affiliate of the Borrower, subject to the following limitations:

(1) each Affiliate of the Borrower that is an Assignee (each, an “Affiliate Lender”) shall represent and warrant as of the date of any such purchase and assignment, that neither such Affiliate Lender or any of its Affiliates nor any of their respective directors or officers has any material non-public information with respect to the Borrower or any of its Subsidiaries or securities that has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive material non-public information with respect to the Borrower and its Subsidiaries or securities) prior to such date to the extent such information could reasonably be expected to have a material effect upon, or otherwise be material, to a Lender’s decision to assign rights and obligations hereunder to such Affiliate Lender;

(2) each Affiliate Lender will not be entitled to receive, and will not receive, information provided solely to the Lenders that are not Affiliate Lenders by the Administrative Agent or any Lender that is not an Affiliate Lender and will not be permitted to attend or participate in, and will not attend or participate in, meetings or conference calls solely among the Lenders that are not Affiliate Lenders and the Administrative Agent;

(3) the aggregate percentage of the Aggregate Maximum Credit Amounts (if no Loans or LC Exposure are outstanding at such time) or of the outstanding aggregate principal amount of the Loans and participations interests in Letters of Credit (if there are Loans or LC Exposure outstanding at such time) held at any one time by all Affiliate Lenders may not exceed 10% of the Aggregate Maximum Credit Amounts or of the principal amount of the Loans and participation interests in Letters of Credit, as applicable, in each case outstanding at such time under this Agreement;

(4) Notwithstanding anything in this Agreement to the contrary, for purposes of determining whether the Majority Lenders, the Super Majority Lenders or all Lenders have (x) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or any plan of reorganization pursuant to the U.S. Bankruptcy Code, (y) otherwise acted on any matter related to any Loan Document, or (z) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans (or Maximum Credit Amounts, as applicable) held by any Affiliate Lender shall be deemed to be not outstanding for all purposes of calculating whether the Majority Lenders, the Super Majority Lenders or all Lenders have taken any actions; and

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(5) borrowings of Loans shall not be made to directly or indirectly fund the purchase or assignment.

For the purposes of this Section 12.04, “Approved Fund” means a Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person or an Affiliate of a Person that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c).

(iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and LC Exposures owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b), and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such

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Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to Section 12.02(b) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02, and Section 5.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant shall be subject to Section 4.01 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 5.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.03(e).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

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(e) Notwithstanding the foregoing, any Lender may grant to a Conduit Lender the option to provide to the Borrower all or any part of any Loan that a Lender would be required to make, and any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender, in each case, without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 12.04(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Borrower herein and by the Loan Parties in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

(b) To the extent any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any Issuing Bank or any Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy or other laws for the relief of debtors or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made.

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Section 12.06 Counterparts; Integration; Effectiveness.

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

(c) Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by email (in .pdf or similar format) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default under Section 10.01(a) or Section 10.01(b) shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower or any Restricted Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Such Lender shall promptly notify the Borrower after any such set off and application made by such Lender, but the failure to give such notice will not affect the validity of such set off and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.

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Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

(a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

(d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE, AGENT OR COUNSEL OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER

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INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.

Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.11 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by the Borrower or any of the Restricted Subsidiaries, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof (subject, in the case of such disclosure to any affiliate of the Administrative Agent or a Lender, to the Administrative Agent or such Lender, as applicable, being responsible for compliance by such affiliate with the provisions of this Section 12.11), (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

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Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 12.13 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing Banks to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Restricted Subsidiary, any obligor, contractor, subcontractor, supplier or materialman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, any Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries.

Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Secured Swap Agreement with the Borrower or any of the Restricted Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of the Restricted Subsidiaries which arise under any such Secured Swap Agreement while such Person or its Affiliate is a Lender. For the avoidance of doubt, the obligations under any such Secured Swap Agreement will continue to be secured if the Person that is a counterparty to such Secured Swap Agreement ceases to be a Lender or an Affiliate of a Lender, subject to the limitations set forth in the definition of “Secured Swap Agreement”. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any Swap Agreements.

Section 12.15 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

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(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Section 12.17 Assignment and Assumption from Existing Borrower to Borrower.

(a) The Existing Borrower hereby irrevocably assigns, transfers and conveys all of its rights, duties, liabilities and obligations under the Existing Credit Agreement and the other Existing Loan Documents to which it is a party to the Borrower, and the Borrower hereby irrevocably accepts such assignment from the Existing Borrower and as of the Effective Date, (a) agrees to be bound by all of the terms, conditions and provisions of, (b) assumes all of the rights, duties, liabilities and obligations of the Existing Borrower under and (c) promises to keep and perform all covenants, terms, provisions and agreements of the Existing Borrower, in each case, under the Existing Credit Agreement, the Existing Loan Documents and any other documents or instruments delivered pursuant thereto to the extent related to all of such outstanding rights, duties, liabilities and obligations of the Existing Borrower under the Existing Credit Agreement and the Existing Loan Documents, in each case except to the extent amended, restated and superseded in connection with the transactions contemplated hereby.

(b) In connection with the aforesaid assignment and assumption, the Administrative Agent, for itself and on behalf of the Lenders, hereby releases the Existing Borrower from any and all of its rights, duties, liabilities and obligations under the Existing Credit Agreement and the Existing Loan Documents, except in the event the Existing Borrower or the Existing General Partner has made any misrepresentations to the Administrative Agent, a Lender or any of their Affiliates or in the case of the Existing Borrower’s or the Existing General Partner ‘s gross negligence or willful misconduct.

(c) As of the Effective Date, the Administrative Agent, for itself and on behalf of the Lenders, hereby fully and forever releases and discharges, without recourse, (i) any and all Liens granted to or held by the Administrative Agent and the Lenders under any Existing Loan Document affecting or encumbering (A) any property owned by any of Atlas Energy Company, LLC, a Delaware limited liability company, Atlas Energy Resource Services, Inc., a Delaware corporation, AED Investments, Inc., a Delaware corporation, Atlas America Mid-Continent, Inc., a Delaware corporation or Atlas Energy GP, LLC, a Delaware limited liability company f/k/a Atlas Pipeline Holdings GP, LLC (the “Released Guarantors”), (B) the equity securities in any of the Released Guarantors or (C) the APL Units (as defined in the Existing Credit Agreement, and (ii) each of the Released Guarantors from any and all obligations under the Existing Loan Documents.

[SIGNATURES BEGIN NEXT PAGE]

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

BORROWER:	ATLAS RESOURCE PARTNERS, L.P.
	By:	Atlas Resource Partners GP, LLC,
		its general partner
		By:
		Name:
		Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

The undersigned Existing Borrower is signing for the sole purposes of evidencing its agreement (a) to Section 12.17 of this Agreement and (b) to the amendment and restatement of the Existing Credit Agreement as required under Section 12.02(b) of the Existing Credit Agreement.

EXISTING BORROWER:	ATLAS ENERGY, L.P.
	By:	Atlas Energy GP, LLC,
		its general partner
		By:
		Name:
		Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
By:
	Jason M. Hicks, Managing Director

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

CITIBANK, N.A., as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

JPMORGAN CHASE BANK, N.A., as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

BNP PARIBAS, as a Lender

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

BANK OF AMERICA, N.A., as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

JEFFERIES FINANCE LLC, as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

COMERICA BANK, as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS RESOURCE PARTNERS, L.P.]

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Name of Lender	Applicable Percentage			Maximum Credit Amount
Wells Fargo Bank, National Association		16.00000000	%	$	48,000,000.00
Citibank, N.A.		16.00000000	%	$	48,000,000.00
JPMorgan Chase Bank, N.A.		13.60000000	%	$	40,800,000.00
BNP Paribas		13.60000000	%	$	40,800,000.00
Bank of America, N.A.		13.60000000	%	$	40,800,000.00
Jefferies Finance LLC		13.60000000	%	$	40,800,000.00
Capital One, National Association		4.53333333	%	$	13,600,000.00
Deutsche Bank Trust Company Americas		4.53333333	%	$	13,600,000.00
Comerica Bank		4.53333333	%	$	13,600,000.00
Total		100	%	$	300,000,000

Annex I-1

ANNEX II

EXISTING LETTERS OF CREDIT

Letters of Credit

Beneficiary	Applicant	Amount		Issue Date
Robert Max Feld	Atlas Energy Indiana, LLC	$	30,000	October 20, 2010
Dorothy Polk & Marilyn Craver	Atlas Energy Indiana, LLC	$	30,000	October 20, 2010
Paramount	Atlas Energy, L.P.	$	259,920	June 28, 2011
Traveler’s Casualty & Surety Company	Atlas Energy, L.P.	$	330,000	June 27, 2011
Win Energy REMC	Atlas Energy Indiana, LLC	$	150,000	June 30, 2011
Commonwealth of Pennsylvania Department of Transportation Or Municipal Authority of Washington Township	Atlas Resources, LLC	$	35,000	August 4, 2011

Annex II-1

EXHIBIT A

FORM OF NOTE

$[            ] [            ], 201[    ]

FOR VALUE RECEIVED, Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of [            ] (the “Lender”), at the office of Wells Fargo Bank, National Association (the “Administrative Agent”), at 1445 Ross Avenue, Suite 4500, T9216-451, Dallas, Texas 75202, Attention: Jason M. Hicks, the principal sum of [            ] Dollars ($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note.

This Note is one of the Notes referred to in the Amended and Restated Credit Agreement, dated as of March 5, 2012, among the Borrower, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.

This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

A-1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

A-2

EXHIBIT B

FORM OF BORROWING REQUEST

[            ], 201[    ]

Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

(i) The aggregate amount of the requested Borrowing is $[            ];

(ii) The date¹ of such Borrowing is [            ], 201[    ];

(iii) The requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];

(iv) [In the case of a Eurodollar Borrowing, the initial Interest Period² applicable thereto is [one] [two] [three] [six] [nine] months];

(v) The amount of the Borrowing Base in effect on the date hereof is $[            ];

(vi) The total Credit Exposures (without regard to the requested Borrowing) on the date hereof is $[            ]; and

(vii) The pro forma total Credit Exposures (giving effect to the requested Borrowing) is $[            ]; and

(viii) The location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:

[                             ]

[                             ]

[                             ]

[                             ]

[                             ]

¹  The date shall be a Business Day.

²  The initial Interest Period shall be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement.

B-1

The undersigned certifies that he/she is the [            ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of each of them. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement.

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

B-2

EXHIBIT C

FORM OF INTEREST ELECTION REQUEST

[            ], 201[    ]

Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), pursuant to Section 2.04 of the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:

(i) The Borrowing to which this Interest Election Request applies¹ is [            ];

(ii) The effective date² of the election made pursuant to this Interest Election Request is [            ], 201[    ]; [and]

(iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and

(iv) [If the resulting Borrowing is a Eurodollar Borrowing, the Interest Period³ applicable to the resulting Borrowing after giving effect to such election is [one] [two] [three] [six] [nine] months].

¹  If different options are being elected with respect to different portions of the Borrowing, indicate the portions thereof to be allocated to each resulting Borrowing (in which case, specify the information in paragraphs (iii) and (iv) for each resulting Borrowing).

²  The effective date must be a Business Day.

³  The initial Interest Period must be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement.

C-1

The undersigned certifies that he/she is the [            ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of each of them. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement.

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

C-2

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

The undersigned, a Financial Officer of the Borrower, hereby certifies that he/she is the [            ] of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”), among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements (the “Financial Statements”) required by Section 8.01(a) of the Agreement for the fiscal year of the Borrower ended as of December 31, 201[    ] (the “Reporting Date”), together with the report and opinion of an independent certified public accountant required by such section, including to the effect that such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements (the “Financial Statements”) required by Section 8.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of             , 201[    ] (the “Reporting Date”). Such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

2. No Default has occurred as the date hereof.¹

3. The representations and warranties of the Borrower and the Guarantors set forth in the Agreement and in the other Loan Documents are true and correct on and as of the date hereof except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties are true and correct as of such specified earlier date [other than             ].

4. Attached hereto as Schedule 4 are reasonably detailed calculations showing the Borrower’s compliance as of the Reporting Date with the requirements of Section 9.01 of the Agreement.

¹  If a Default has occurred, the Borrower shall specify the details thereof and any action taken or proposed to be taken with respect thereto.

D-1

5. Attached hereto as Schedule 5 is the Borrower’s calculation of the Wells Services Income, which is calculated and presented in a manner consistent with the calculation of Well Services Income that was made by the Borrower and delivered to the Administrative Agent in connection with the determination of the Well Services Borrowing Base on the Effective Date.

6. Attached hereto as Schedule 6 is reasonably detailed information regarding all cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the ratios that are the subject of Section 9.01 of the Agreement, including a reconciliation of the Borrower’s calculation of EBITDA versus the calculation of EBITDA in accordance with GAAP.

D-2

EXECUTED AND DELIVERED this              day of [            ], 20[    ].

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

D-3

EXHIBIT E

SECURITY INSTRUMENTS

1. Amended and Restated Guaranty dated as of March 5, 2012 by each Guarantor in favor of the Administrative Agent.

2. Amended and Restated Security Agreement dated as of March 5, 2012 among the Borrower, the Guarantors and the Administrative Agent.

3. Financing Statements in respect of item 2.

4. Amended and Restated Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated March 5, 2012.

• From Atlas Resources, LLC and Viking Resources, LLC (Greene County, PA)

• From Viking Resources, LLC (Fayette County, PA)

• From Atlas Resources, LLC (Mercer County, PA)

5. Amended and Restated Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated March 5, 2012

• From Resource Energy, LLC and Viking Resources, LLC (Columbiana County, OH)

• From Viking Resources, LLC (Geauga County, OH)

• From Resource Energy, LLC and Atlas Noble, LLC (Guernsey County, OH)

• From Resource Energy, LLC (Harrison County, OH)

• From Viking Resources, LLC (Mahoning County, OH)

• From Atlas Noble, LLC (Muskingum County, OH)

• From Atlas Noble, LLC (Noble County, OH)

• From Viking Resources, LLC (Portage County, OH)

• From Viking Resources, LLC (Stark County, OH)

• From Resource Energy, LLC and Viking Resources, LLC (Summit County, OH)

• From Resource Energy, LLC, Atlas Noble, LLC and Viking Resources, LLC (Trumbull County, OH)

• From Resource Energy, LLC and Viking Resources, LLC (Tuscarawas County, OH)

• From Resource Energy, LLC and Viking Resources, LLC (Wayne County, OH)

E-1

EXHIBIT F

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, as contemplated hereby, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate of a [identify Lender] / an Approved Fund]1
3.	Borrower:	Atlas Resource Partners, L.P.

4. Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Amended and Restated Credit Agreement, dated as of March 5, 2012 among Atlas Resource Partners, L.P., as Borrower, each of the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

¹  Select as applicable.

F-1

6. Assigned Interest:

Commitment Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	$	$		%
	$	$		%
	$	$		%

Effective Date:             , 20[    ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

The undersigned hereby consent to the within assignment:³

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

²  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

³  Consents to be included to the extent required by Section 12.04(b) of the Credit Agreement.

F-2

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

F-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is a Non-US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee, (vi) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption Agreement is a completed Administrative Questionnaire in the form provided by the Administrative Agent and (viii) subject to Section 12.04(b)(ii)(B) of the Credit Agreement, together with this Assignment and Assumption Agreement, the parties hereto have delivered to the Administrative Agent a processing and recordation fee of $3,500; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

F-4

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

F-5

EXHIBIT G

FORM OF RESERVE REPORT CERTIFICATE

[September]/[March] 1, 201[    ]

This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant to Section 8.11(c) of that certain Amended and Restated Credit Agreement, dated as of March 5, 2012 (as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”) among Atlas Resource Partners, L.P. (the “Borrower”), Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and the Lenders from time to time party thereto. Unless otherwise defined herein, all capitalized terms have the meanings set forth in the Credit Agreement.

The undersigned, a Responsible Officer of the Borrower, hereby certifies to the Administrative Agent and Lenders that in all material respects, to the best of the Responsible Officer’s knowledge:

(i) the information contained in the Reserve Report attached hereto as Attachment 1 to this Certificate (“Reserve Report”) and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, the Responsible Officer only represents that such projections were prepared in accordance with SEC regulations;

(ii) the representations and warranties contained in Section 7.17(a) and Section 7.17(b) of the Credit Agreement remain true and correct as of the date hereof;

(iii) except as set forth in Attachment 2 to this Certificate, on a net basis there are no gas imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons;

(iv) except as listed in Attachment 3 to this Certificate, none of the Oil and Gas Properties of the Loan Parties or the Designated Partnerships have been sold since the date of the last Borrowing Base determination;

(v) attached hereto as Attachment 4 to this Certificate is a list of all marketing agreements entered into subsequent to the later of the Effective Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 of the Credit Agreement had such agreement been in effect on the Effective Date; and

(vi) attached hereto as Attachment 5 to this Certificate is a schedule of the Oil and Gas Properties evaluated by the Reserve Report that are Mortgaged Properties demonstrating the percentage of the value of all Oil and Gas Properties evaluated in the Reserve Report (other than Designated Partnership Properties) as of the date hereof that the value of such Mortgaged Properties represents.

G-1

IN WITNESS WHEREOF, I have hereunto signed this Certificate as of the              day of [Month], 201[    ].

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Resource Partners GP, LLC,
its general partner
By:
Name:
Title:

G-2

ATTACHMENT 1

RESERVE REPORT

G-3

ATTACHMENT 2

GAS IMBALANCES, TAKE OR PAY, OR OTHER PREPAYMENTS

G-4

ATTACHMENT 3

OIL & GAS PROPERTIES SOLD

G-5

ATTACHMENT 4

MARKETING AGREEMENTS ENTERED INTO SUBSEQUENT TO [date]

G-6

ATTACHMENT 5

OIL & GAS PROPERTIES that are MORTGAGED PROPERTIES

Mortgaged Property Name Percentage of the Borrowing Base that the
value of Mortgaged Property represents

G-7

EXHIBIT H

FORM OF JOINDER AGREEMENT

This Joinder Agreement dated as of [            ] (this “Agreement”), is between [                ], a [            ] (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

H-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

H-2

(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.

H-3

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.

[NAME OF NEW GUARANTOR]

By:

Name:

Title:

Address:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:

Name:

Title:

H-4

EXHIBIT I

FORM OF INTERCREDITOR AGREEMENT

I-1

Execution Version

INTERCREDITOR AGREEMENT

dated as of March 5, 2012

among

ATLAS RESOURCES, LLC,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent

Table of Contents

		Page
ARTICLE I
DEFINITIONS
Section 1.1	Defined Terms		1
ARTICLE II
HEDGING COVENANTS
Section 2.1	Hedging Covenants		3
ARTICLE III
RELEASE OF LIENS; HEDGE NOVATION; INSURANCE PROCEEDS
Section 3.1	Release of Security Interests		4
Section 3.2	Hedge Novation		5
Section 3.3	Insurance Proceeds		5
ARTICLE IV
MISCELLANEOUS
Section 4.1	Amendment		5
Section 4.2	Notices		5
Section 4.3	Successors and Assigns		6
Section 4.4	Entire Agreement		6
Section 4.5	Conflicts		7
Section 4.6	Severability		7
Section 4.7	Headings		7
Section 4.8	Governing Law		7
Section 4.9	Consent to Jurisdiction; Waivers		7
Section 4.10	Waiver of Jury Trial		7
Section 4.11	Counterparts		8

Exhibit A – Form of Novation Confirmation

i

This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of March 5, 2012 and is by and among ATLAS RESOURCES, LLC., a Pennsylvania limited liability company (the “Master General Partner”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Senior Credit Agreement (in such capacity and together with its successors in such capacity, the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent under the Hedging Facility Agreement (in such capacity and together with its successors in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, the Master General Partner is a wholly-owned subsidiary of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Parent”).

WHEREAS, the Parent has entered into an Amended and Restated Credit Agreement, dated as of March 5, 2012 (as amended, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), with the lending institutions from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

WHEAREAS, the Master General Partner is a “Guarantor” and “Loan Party” for purposes of the Senior Credit Agreement (as such terms are defined therein).

WHEREAS, the Master General Partner and certain limited partnerships or limited liability companies qualifying as “Designated Partnerships” under the Senior Credit Agreement, of which the Master General Partner is the general partner or managing member, are entering into a hedging facility agreement on the date hereof (the “Hedging Facility Agreement”) with hedge providers from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent.

WHEREAS, upon and during the continuance of certain events of default under the Senior Credit Agreement, the Administrative Agent may (or at the direction of the Majority Lenders shall) require the Master General Partner to withdraw one or more property interests held by any or all of the Participating Partnerships in the form of working interests in the Oil and Gas Properties of such Participating Partnerships equal to the Master General Partner’s interest in the revenues of such Participating Partnerships (the “Withdrawal Right”).

WHEREAS, the Master General Partner, the Administrative Agent and the Collateral Agent are entering into this Agreement to provide, subject to the terms and conditions set forth herein, (a) for the release of Collateral and novation of hedges in connection with the exercise of the Withdrawal Right by the Master General Partner and (b) for certain covenants with respect to the Hedge Transactions permitted under the Hedging Facility Agreement.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article I

Definitions

Section 1.1 Defined Terms. Capitalized terms used, but not defined herein, shall have the meanings specified therefore in the Hedging Facility Agreement. As used in this Agreement, the following terms have the following meanings:

“Administrative Agent” has the meaning set forth in the introductory paragraph hereto.

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“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“Calculation Date” means the last Business Day of any calendar quarter, commencing with the last Business Day of March 2012.

“Collateral Agent” has the meaning set forth in the introductory paragraph hereto.

“Credit Agreement Secured Party” means a “Secured Creditor” as such term is defined in the Security Agreement.

“Hedging Facility Agreement” has the meaning set forth in the Recitals.

“Hedging Facility Secured Party” means a “Secured Party” as such term is defined in the Hedging Facility Agreement.

“Loan Documents” has the meaning assigned to such term in the Senior Credit Agreement.

“Local Business Day” has the meaning assigned to such term in the Approved Master Agreement of the applicable Participating Partnership.

“Majority Lenders” has the meaning assigned to such term in the Senior Credit Agreement.

“Market Quotation” has the meaning assigned to such term in the Approved Master Agreement of the applicable Participating Partnership.

“Mark-to-Market Exposure” means with respect to each Participating Partnership as of each Calculation Date, the amount, if any, that would be payable by such Participating Partnership to each applicable Hedge Provider (expressed as a positive number) or by the applicable Hedge Provider to such Participating Partnership (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of the Approved Master Agreement of such Participating Partnership as if all Swap Agreements of such Participating Partnership were being terminated as of the close of business on the Local Business Day before the applicable Calculation Date; provided that Market Quotation will be determined by the applicable Hedge Provider using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation” in the Approved Master Agreement).

“Master General Partner” has the meaning set forth in the introductory paragraph hereto.

“NYMEX Pricing” means, as of any date of determination with respect to any month (i) for crude oil, the closing settlement price for the Light, Sweet Crude Oil (WTI) futures contract for such month, and (ii) for natural gas, the closing settlement price for the Natural Gas (Henry Hub) futures contract for such month, in each case as published by New York Mercantile Exchange (NYMEX) on its website currently located at www.nymex.com, or any successor thereto (as such price may be corrected or revised from time to time by the NYMEX in accordance with its rules and regulations).

“Parent” has the meaning set forth in the Recitals.

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“PDP PV9” shall mean, with respect to any proved developed producing oil and gas reserves attributable to the Oil and Gas Properties of each Participating Partnership, the net present value, discounted at nine percent (9%) per annum, of the future net revenues expected to accrue to such Participating Partnership’s interests in such proved developed producing oil and gas reserves during the remaining expected economic lives of such reserves. Each calculation of such expected future net revenues shall be made in accordance with the most recently delivered Reserve Report delivered to the Collateral Agent under the Hedging Facility Agreement after giving effect to (a) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report and (b) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report based on the actual production of Hydrocarbons of such Participating Partnership and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g) of the Hedging Facility Agreement; provided that in any event (i) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale of such reserves, (ii) the pricing assumptions used in determining PDP PV9 for any particular reserves shall be based upon the Strip Price and (d) the cash-flows derived from the pricing assumptions set forth in clause (ii) above shall be further adjusted to account for the historical basis differential in a manner acceptable to the Collateral Agent.

“Security Agreement” has the meaning assigned to such term in the Senior Credit Agreement.

“Secured Swap Agreement” has the meaning set forth in the Senior Credit Agreement.

“Senior Credit Agreement” has the meaning set forth in the Recitals.

“Strip Price” means, as of any Calculation Date, (a) for the period commencing with the month immediately following the month in which such date occurs and ending on the latest contractual termination date of any Hedge Transaction of such Participating Partnership, the NYMEX Pricing for such period and (b) for periods after such period, the average of such quoted prices for the final 12 months in such period.

“Withdrawal Right” has the meaning set forth in the Recitals.

“Withdrawal Right Interest” means, with respect to any Withdrawal Right, the property interest to be withdrawn by the Master General Partner from a Participating Partnership in the form of a working interest in connection with the exercise of such Withdrawal Right by the Master General Partner.

Article II

Hedging Covenants

Section 2.1 Hedging Covenants. From the Effective Date until the occurrence of the Discharge Date, the Master General Partner covenants and agrees for itself and on behalf of each Participating Partnership that:

(a) Single Participating Partnership Collateral Coverage Covenant. The ratio of PDP PV9 of each Participating Partnership over the Mark-to-Market Exposure of the Swap Agreements of such Participating Partnership shall not be less than 2.50 to 1.0 as of each Calculation Date.

(b) Aggregate Participating Partnership Maintenance Limitations. The notional volumes of each Swap Agreement of all Participating Partnerships (when aggregated with all other Swap

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Agreements then in effect of all Participating Partnerships other than basis differential swaps on volumes already hedged) may not exceed for each month during the period during which any Swap Agreement is in effect: (i) for the first two years following the date of determination (the “Initial Measurement Period”), seventy-five percent (75%), (ii) for the period of three years immediately following the Initial Measurement Period (the “Second Measurement Period”), sixty-five percent (65%) and (iii) for any period following the Second Measurement Period, twenty-five percent (25%), of both the current production and the reasonably anticipated future projected production from proved, developed, producing Oil and Gas Properties of all Participating Partnerships determined by reference to the most recently delivered Reserve Report after giving effect to (A) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of all of the Participating Partnerships since the effective date of such Reserve Report and (B) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of all of the Participating Partnerships since the effective date of such Reserve Report based on the actual production of Hydrocarbons of the Participating Partnerships and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g) of the Hedging Facility Agreement; provided that, the limitations set forth in this Section 2.1(b) shall not apply put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not offset by calls) for Hydrocarbons with respect to which any Participating Partnership is the buyer of such put options or price floors.

(c) Single Participating Partnership Maintenance Limitations. In no event shall the aggregate notional volumes of the Swap Agreements of any single Participating Partnership exceed, for each month during the period during which any such Swap Agreement is in effect, one hundred percent (100%) of both the current production and the reasonably anticipated future projected production from proved, developed producing Oil and Gas Properties of such Participating Partnership determined by reference to the most recently delivered Reserve Report after giving effect to (i) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report and (ii) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report based on the actual production of Hydrocarbons of such Participating Partnership and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g) of the Hedging Facility Agreement; provided that, the limitations set forth in this Section 2.1(c) shall not apply to put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not offset by calls) for Hydrocarbons with respect to which such Participating Partnership is the buyer of such put options or price floors.

Section 2.2 Determination of Mark-to-Market Exposure. For purposes of Section 2.1(a), each Hedge Provider shall provide the Collateral Agent with the information necessary to enable the Collateral Agent to calculate the Mark-to-Market Exposure as of each Calculation Date. If requested by the Collateral Agent, each Hedge Provider shall provide supporting documentation and the underlying calculations to confirm the accuracy of, and basis for, such information to the reasonable satisfaction of the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent may conclusively rely on the information without investigation.

Article III

Release of Liens; Hedge Novation; Insurance Proceeds

Section 3.1 Release of Security Interests. Upon receipt of written notice by the Collateral Agent from the Administrative Agent indicating that the Master General Partner has exercised its Withdrawal Right at the instruction of the Administrative Agent pursuant to the Senior Credit Agreement, the Collateral Agent, on behalf of the Hedging Facility Secured Parties, shall, subject to Section 3.2,

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release its Lien on the applicable Withdrawal Right Interest contemporaneously with its withdrawal from the applicable Participating Partnership; provided such withdrawal occurs in accordance with the Organizational Documents of such Participating Partnership. The Collateral Agent shall (at the Master General Partner’s sole cost and expense), upon the written request of the Master General Partner promptly deliver to the Master General Partner any UCC termination statements, mortgage releases and other documentation as the Master General Partner may reasonably request to evidence the termination and release of the Lien on such Withdrawal Right Interest.

Section 3.2 Hedge Novation. Contemporaneously with the withdrawal of any Withdrawal Right Interest in accordance with Section 3.1, each Participating Partnership and each Hedge Provider party to any Hedge Transaction that is secured by such Withdrawal Right Interest shall novate a portion of each such Hedge Transaction to the Master General Partner to reflect that any rights and obligations arising under any such Hedge Transaction in respect of the notional volumes of the production attributable to the Withdrawal Right Interest shall cease to be rights and obligations of such Participating Partnership and shall no longer be secured pursuant to the Hedging Facility Agreement, but shall be primary obligations of the Master General Partner. Such novation shall be effected pursuant to the 2004 ISDA Novation Definitions and a confirmation substantially in the form of Exhibit A attached hereto. Upon execution of such confirmation, the portion of any Hedge Transaction in respect of the notional volumes of the production attributable to the Withdrawal Right Interest shall cease to be a Hedge Transaction for purposes of the Hedging Facility Agreement and shall be deemed to be a Secured Swap Agreement under the Senior Credit Agreement.

Section 3.3 Insurance Proceeds. The parties hereto acknowledge that in some instances, the Master General Partner maintains insurance on behalf of the Participating Partnerships and that, in such instances, the Administrative Agent shall be named as “loss payee” with respect to Property loss insurance pursuant to the terms of the Senior Credit Agreement and the Hedging Facility Agreement. In the event that the Administrative Agent receives insurance proceeds as a result of the loss of any Property owned by a Participating Partnership, the Administrative Agent shall turn over such proceeds to the Collateral Agent for the benefit of the Hedging Facility Secured Parties. In the event that the Collateral Agent receives insurance proceeds as a result of the loss of any Property owned by Master General Partner, the Collateral Agent shall turn over such proceeds to the Administrative Agent for the benefit of the Secured Creditors (as defined in the Loan Documents).

Article IV

Miscellaneous

Section 4.1 Amendment. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent, the Master General Partner and the Majority Lenders, and otherwise in accordance with Section 10.1 of the Hedging Facility Agreement.

Section 4.2 Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Administrative Agent:	Wells Fargo Bank, National Association 1525 W WT Harris Boulevard, 1st Floor MAC D1109-019
	Charlotte, North Carolina 28262-8522 Fax: (704) 590-2706 Attention: Agency Services

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	with a copy to:
	Wells Fargo Bank, N.A.
	1445 Ross Avenue, Suite 4500, T9216-451
	Dallas, Texas 75202
	Fax: (214) 721-8215
	Attention: Jason M. Hicks
If to the Collateral Agent:	Wells Fargo Bank, National Association
	1525 W WT Harris Boulevard, 1st Floor
	MAC D1109-019
	Charlotte, North Carolina 28262-8522
	Fax: (704) 590-2706
	Attention: Agency Services
	with a copy to:
	Wells Fargo Bank, N.A.
	1445 Ross Avenue, Suite 4500, T9216-451
	Dallas, Texas 75202
	Fax: (214) 721-8215
	Attention: Jason M. Hicks
If to the Master General Partner:	Atlas Resources, LLC
	1845 Walnut Street, 10th Floor
	Philadelphia, Pennsylvania 19118
	Fax: (215) 405-3882
	Attention: Sean McGrath
	Email: SMcGrath@atlasenergy.com

Any party hereto may change its address, telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 4.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of each Credit Agreement Secured Party and each Hedging Facility Secured Party and their respective successors and assigns. If either the Administrative Agent or the Collateral Agent resigns or is replaced pursuant to the Senior Credit Agreement or Hedging Facility Agreement, as applicable, its successor will be a party to this Agreement with all the rights and subject to all the obligations of this Agreement. Notwithstanding any other provision of this Agreement, this Agreement may not be assigned to any Person except as expressly contemplated herein.

Section 4.4 Entire Agreement. This Agreement, together with the Loan Documents and the Hedging Facility Documents, states the complete agreement of the parties relating to the subject matter hereof and thereof and supersedes all oral negotiations and prior writings relating to the subject matter hereof or thereof. This Agreement constitutes a “Loan Document” under the Senior Credit Agreement and a “Hedging Facility Document” under the Hedging Facility Agreement.

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Section 4.5 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the other Hedging Facility Documents or the other Loan Documents, the provisions of this Agreement shall control.

Section 4.6 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

Section 4.7 Headings. Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

Section 4.8 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 4.9 Consent to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 4.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 4.9 any special, exemplary, punitive or consequential damages.

Section 4.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER HEDGING FACILITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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Section 4.11 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or representatives as of the day and year first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
	Jason M. Hicks,
	Managing Director

[SIGNATURE PAGE TO THE INTERCREDITOR AGREEMENT – ATLAS RESOURCES, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent

By:

Name:

Title:

[SIGNATURE PAGE TO THE INTERCREDITOR AGREEMENT – ATLAS RESOURCES, LLC]

ATLAS RESOURCES, LLC

By:

Name:

Title:

[SIGNATURE PAGE TO THE INTERCREDITOR AGREEMENT – ATLAS RESOURCES, LLC]

Exhibit A

Novation Confirmation

Date:	[•]
To:	[•]
Attention:	[•]
Fax:	[•]
To:	[•]
Attention:	[•]
Email:	[•]
To:	[•]
Attention:	[•]
Email:	[•]
From:	[•]
Re:	Novation Transaction
Ref Nos. Draft -

Dear Sir or Madam:

The purpose of this letter is to confirm a Novation Transaction between the parties on the terms and conditions set forth below effective from the Novation Date. This Novation Confirmation constitutes a Confirmation as referred to in the New Agreement specified below.

1. The definitions and provisions contained in the 2004 ISDA Novation Definitions (the “Definitions”) and the terms and provisions of the 2005 ISDA Commodity Definitions, as published by the International Swaps and Derivatives Association, Inc. and amended from time to time, are incorporated in this Novation Confirmation. In the event of any inconsistency between (i) the Definitions, (ii) the 2005 ISDA Commodity Definitions and/or (iii) the Novation Agreement and this Novation Confirmation, this Novation Confirmation will govern.

Page 1 of 4

2. The terms of the Novation Transaction to which this Novation Confirmation relates are as follows:

Novation Date:	[•]
Novated Amount:	[•]
Transferor:	[•]
Transferee:	[•]
Remaining Party:	[•]
New Agreement (between Transferee and Remaining Party):	ISDA Master Agreement dated as of [•], subject to the laws of the State of New York

3. The terms of each Old Transaction to which this Novation Confirmation relates, for identification purposes, are set forth in Exhibit A attached hereto.

4. The terms of each New Transaction to which this Novation Confirmation relates shall be as specified in the New Confirmation attached hereto as Exhibits B through [•].

Full First Calculation Period:	Applicable, commencing on the Applicable Effective Date of each New Transaction as specified in Exhibits B through [•].
5. Other Provisions:	None
6. Miscellaneous Provisions:	None

7. The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date by executing a copy of this Novation Confirmation and returning it to us. The Transferor, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to each Old Transaction. The Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to each New Transaction.

[•]	[•]
	By:
	Name:
	Title:
[•]
By:
Name:
Title:

Page 2 of 4

Exhibit A

Original Ref. No.	Trade Date of Old  Transaction	Effective Date of Old Transaction	Novation Date	Termination Date	Total Notional Quantity	Description of the Old Transaction
[•]	[•]	[•]	[•]	[•]	[•]	[•]

Page 3 of 4

Exhibit B (Ref. No. [•])

1. The terms of the particular Transaction to which the Confirmation relates are as follows:

Page 4 of 4

EXHIBIT J-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or modifications thereto, the “Credit Agreement”), among Atlas Resource Partners, L.P., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date:                  , 20[    ]

J-1

EXHIBIT J-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or modifications thereto, the “Credit Agreement”), among Atlas Resource Partners, L.P., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:                  , 20[    ]

J-2

EXHIBIT J-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or modifications thereto, the “Credit Agreement”), among Atlas Resource Partners, L.P., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:                  , 20[    ]

J-3

EXHIBIT J-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Amended and Restated Credit Agreement dated as of March 5, 2012 (together with all amendments, restatements, supplements or modifications thereto, the “Credit Agreement”), among Atlas Resource Partners, L.P., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date:                  , 20[    ]

J-4

SCHEDULE 7.05

LITIGATION

None.

SCHEDULE 7.05 TO CREDIT AGREEMENT

SCHEDULE 7.06

ENVIRONMENTAL

None.

SCHEDULE 7.06 TO CREDIT AGREEMENT

SCHEDULE 7.11

ERISA

None.

SCHEDULE 7.11 TO CREDIT AGREEMENT

SCHEDULE 7.15

SUBSIDIARY INTERESTS

Subsidiary	Jurisdiction of Formation	100% Owner (except as set forth below)	Type of Equity Interest	Number of Issued Shares
Atlas Energy Holdings Operating Company, LLC	DE	Borrower	LLC Membership	N/A
Atlas Resources, LLC	PA	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Viking Resources, LLC	PA	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Resource Energy, LLC	DE	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Noble, LLC	DE	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Energy Indiana, LLC	IN	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Energy Tennessee, LLC	PA	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Energy Ohio, LLC	OH	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Energy Colorado, LLC	CO	Atlas Energy Holdings Operating Company	LLC Membership	N/A
REI-NY, LLC	DE	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Resource Well Services, LLC	DE	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Atlas Energy Securities, LLC1	DE	Atlas Energy Holdings Operating Company	LLC Membership	N/A
Anthem Securities, Inc. 1	PA	Atlas Energy Securities, LLC	Common Stock	500

¹  Unrestricted Subsidiary. Not a Guarantor.

SCHEDULE 7.15 TO CREDIT AGREEMENT

SCHEDULE 7.15

PARTNERSHIP INTERESTS

Partnership Name	General Partner	GP Interest			GP as LP
Atlas-Energy Partners 1990 LP	Atlas Resources, LLC		25.000000	%		14.914760	%
Atlas-Energy Partners 1991 LP	Atlas Resources, LLC		30.000000	%		17.505000	%
Atlas-Energy for the Nineties - 1 LP	Atlas Resources, LLC		30.000000	%		6.723200	%
Atlas JV 92 Limited Partnership	Atlas Resources, LLC		33.000000	%		5.463700	%
Atlas-Energy for the Nineties - Series 14 Ltd	Atlas Resources, LLC		33.000000	%		8.431395	%
Atlas-Energy for the Nineties - Series 15 Ltd	Atlas Resources, LLC		30.000000	%		3.329690	%
Atlas-Energy for the Nineties - Series 16 Ltd	Atlas Resources, LLC		21.500000	%		3.858865	%
Atlas-Energy for the Nineties - Series 17 Ltd	Atlas Resources, LLC		26.500000	%		1.457130	%
Atlas-Energy for the Nineties - Series 18 Ltd	Atlas Resources, LLC		31.500000	%		1.687710	%
Atlas-Energy for the Nineties - Series 19 Ltd	Atlas Resources, LLC		31.500000	%		3.253204	%
Atlas America Series 20 Ltd	Atlas Resources, LLC		27.000000	%		1.280815	%
Atlas America Series 21-A Ltd	Atlas Resources, LLC		33.833599	%		1.582549	%
Atlas America Series 21-B Ltd	Atlas Resources, LLC		34.000000	%		0.685255	%
Atlas America Series 22-2002, Ltd	Atlas Resources, LLC		32.530066	%		1.552366	%
Atlas America Series 23-2002, Ltd	Atlas Resources, LLC		32.000500	%		0.351444	%
Atlas America Series 24-2003(A) Ltd, LP	Atlas Resources, LLC		33.349990	%		0.289360	%
Atlas America Series 24-2003(B) Ltd, LP	Atlas Resources, LLC		35.000000	%		0.394341	%
Atlas America Series 25-2004(A) L.P.	Atlas Resources, LLC		35.000000	%		0.405232	%
Atlas America Series 25-2004(B) L.P.	Atlas Resources, LLC		35.000000	%		0.000000	%
Atlas America Series 26-2005 L.P.	Atlas Resources, LLC		36.130000	%		1.208963	%
Atlas America Series 27-2006 L.P.	Atlas Resources, LLC		32.535300	%		0.166286	%
Atlas Resources Series 28-2010 L.P.	Atlas Resources, LLC		36.623000	%		0.000000	%
Atlas Resources Series 30-2011 L.P.	Atlas Resources, LLC		20.000000	%		0.000000	%
Atlas Resources Series 31-2011 L.P.	Atlas Resources, LLC		32.901000	%		0.000000	%
Atlas-Energy for the Nineties-Public #1 Ltd	Atlas Resources, LLC		24.000000	%		9.810590	%
Atlas-Energy for the Nineties-Public #2 Ltd	Atlas Resources, LLC		24.000000	%		10.568520	%
Atlas-Energy for the Nineties-Public #3 Ltd	Atlas Resources, LLC		25.000000	%		8.635240	%
Atlas-Energy for the Nineties-Public #4 Ltd	Atlas Resources, LLC		25.000000	%		6.530220	%
Atlas-Energy for the Nineties-Public #5 Ltd	Atlas Resources, LLC		25.000000	%		4.882005	%
Atlas-Energy for the Nineties-Public #6 Ltd	Atlas Resources, LLC		25.000000	%		5.203640	%
Atlas-Energy for the Nineties-Public #7 Ltd	Atlas Resources, LLC		31.000000	%		1.661750	%
Atlas-Energy for the Nineties-Public #8 Ltd	Atlas Resources, LLC		29.000000	%		4.038955	%
Atlas America Public #9 Ltd	Atlas Resources, LLC		35.500000	%		2.916034	%
Atlas America Public #10 Ltd	Atlas Resources, LLC		32.000100	%		3.522536	%
Atlas America Public #11-2002 Ltd	Atlas Resources, LLC		35.000000	%		0.690214	%
Atlas America Public #12-2003 Limited Partnership	Atlas Resources, LLC		35.000000	%		1.008757	%
Atlas America Public #14-2004 L.P.	Atlas Resources, LLC		35.000000	%		0.208962	%
Atlas America Public #14-2005(A) L.P.	Atlas Resources, LLC		35.000000	%		0.274633	%
Atlas America Public #15-2005(A) L.P.	Atlas Resources, LLC		33.500000	%		0.178100	%
Atlas America Public #15-2006(B) L.P.	Atlas Resources, LLC		33.250000	%		0.172155	%
Atlas Resources Public #16-2007(A) L.P.	Atlas Resources, LLC		37.203000	%		0.010675	%
Atlas Resources Public #17-2007(A) L.P.	Atlas Resources, LLC		33.370000	%		0.000000	%
Atlas Resources Public #17-2008(B) L.P.	Atlas Resources, LLC		35.122000	%		0.000000	%

SCHEDULE 7.15 TO CREDIT AGREEMENT

Atlas Resources Public #18-2008(A) L.P.	Atlas Resources, LLC	27.679000	%	0.017944	%
Atlas Resources Public #18-2009(B) L.P.	Atlas Resources, LLC	28.089000	%	0.043927	%
Atlas Resources Public #18-2009(C) L.P.	Atlas Resources, LLC	27.720000	%	0.000000	%
Atlas Limited Partnership #1	Atlas Resources, LLC	16.000000	%	27.735000	%
Atlas Energy Partners Limited**	Atlas Resources, LLC	16.000000	%	15.780000	%
Atlas Energy Partners Limited 1987**	Atlas Resources, LLC	22.380000	%	3.363000	%
Atlas Energy Partners Limited 1988**	Atlas Resources, LLC	24.362700	%	12.261600	%
Atlas Energy Partners Limited 1989**	Atlas Resources, LLC	18.000000	%	21.171000	%
Atlas Energy Partners Limited - 1990	Atlas Resources, LLC	25.000000	%	15.050000	%
Atlas Energy Partners Limited - 1991	Atlas Resources, LLC	25.000000	%	11.062000	%
Atlas Energy Partners Limited - 1992	Atlas Resources, LLC	25.000000	%	9.765800	%
Atlas Energy Partners Limited - 1993	Atlas Resources, LLC	25.000000	%	9.375000	%
Atlas Energy Partners Limited - 1994	Atlas Resources, LLC	25.000000	%	8.400000	%
Atlas Energy Partners Limited - 1995	Atlas Resources, LLC	25.000000	%	18.750000	%
Atlas Energy Partners Limited - 1996	Atlas Resources, LLC	25.000000	%	14.062500	%
Atlas Energy Partners Limited - 1997	Atlas Resources, LLC	25.000000	%	13.888890	%
Atlas Energy Partners Limited - 1998	Atlas Resources, LLC	25.000000	%	20.474140	%
Atlas Energy Partners Limited - 1999	Atlas Resources, LLC	25.000000	%	31.249990	%
Viking 1989 Canton**	Viking Resources, LLC	63.500000	%	6.500000	%
Viking 1990-2**	Viking Resources, LLC	54.848500	%	15.151500	%
Viking Resources 1991-1**	Viking Resources, LLC	60.793100	%	24.216050	%
1991 Viking Resources LTD**	Viking Resources, LLC	35.320000	%	15.050000	%
1991 Bryan Joint Venture**	Viking Resources, LLC	30.000000	%	0.000000	%
1992 Viking Resources LTD**	Viking Resources, LLC	35.262800	%	22.437850	%
1992-2 Viking Resources LTD**	Viking Resources, LLC	30.684884	%	15.753436	%
1993 Viking Resources LTD**	Viking Resources, LLC	30.929388	%	25.987270	%
1994 Viking Resources LTD**	Viking Resources, LLC	30.000000	%	18.396439	%
1995 Viking Resources LTD**	Viking Resources, LLC	30.000000	%	25.787864	%
1996 Viking Resources LTD**	Viking Resources, LLC	30.000000	%	17.438130	%
1997 Viking Resources LTD**	Viking Resources, LLC	30.000000	%	15.374860	%
1998 Viking Resources LTD**	Viking Resources, LLC	25.000000	%	10.426609	%
Viking Resources 1999 LP**	Viking Resources, LLC	25.000000	%	0.162833	%
Atwood Yield Plus Limited Partnership**	Resource Energy, LLC	1.000000	%	72.858606	%
Atwood Yield Plus III Limited Partnership**	Resource Energy, LLC	1.000000	%	55.636439	%
Atwood Yield Plus V Limited Partnership**	Resource Energy, LLC	1.000000	%	66.846106	%
Brighton Income Partnership**	Resource Energy, LLC	50.000000	%	0.000000	%
Brighton/Levengood Drilling**	Resource Energy, LLC	10.000000	%	54.000002	%
Dover-Atwood 1993 Limited Partnership**	Resource Energy, LLC	40.151500	%	40.151520	%
East Ohio Gas Drilling**	Resource Energy, LLC	1.000000	%	59.773999	%
TWC Yield Plus 1991 Limited Partnership**	Resource Energy, LLC	1.000000	%	59.890941	%
Triangle Energy Associates 1984**	Resource Energy, LLC	1.000000	%	80.555133	%
Langasco Ohio Drilling Partners 1985-1**	Resource Energy, LLC	1.000000	%	83.531250	%
Langasco Ohio Drilling Partners 1986-1**	Resource Energy, LLC	1.000000	%	66.825000	%
Langasco Roy Income Partners 1986-1**	Resource Energy, LLC	1.000000	%	91.476000	%
Triangle Energy Assoc. 1985**	Resource Energy, LLC	1.000000	%	87.750000	%
Atwood Yield Plus II Limited Partnership**	Resource Energy, LLC	1.000000	%	64.350000	%
Atwood Yield Plus IV Limited Partnership**	Resource Energy, LLC	1.000000	%	54.486980	%
CMSV/RAI 1989 Gas Development Drilling Partners	Resource Energy, LLC	20.000000	%	67.839036	%
CMSV/RAI 1990 Natural Gas Development Drilling Partners	Resource Energy, LLC	20.000000	%	50.619415	%

SCHEDULE 7.15 TO CREDIT AGREEMENT

Dalton Associates**	Resource Energy, LLC	28.000000	%	53.769199	%
Levengood Industrial Gas Development 1987, an Arkansas Limited Partnership**	Resource Energy, LLC	1.000000	%	43.563737	%
Royal Associates Limited Partnership**	Resource Energy, LLC	7.500000	%	70.539587	%
TD Energy Associates – 1983**	Resource Energy, LLC	1.430000	%	71.489999	%
TD/Triangle Energy Associates - 1986**	Resource Energy, LLC	2.350000	%	83.400622	%
Wooster Associates**	Resource Energy, LLC	24.100000	%	56.117452	%

** Undesignated Partnership

SCHEDULE 7.15 TO CREDIT AGREEMENT

SCHEDULE 7.19

GAS IMBALANCES

None.

SCHEDULE 7.19 TO CREDIT AGREEMENT

SCHEDULE 7.20

MARKETING CONTRACTS

None.

SCHEDULE 7.20 TO CREDIT AGREEMENT

SCHEDULE 8.19

POST-CLOSING MATTERS

1. Control Agreements

The Borrower shall, and shall cause the Restricted Subsidiaries to, deliver “control agreements” with respect to their respective Investment Accounts (as defined in the Security Agreement) in accordance with the terms of and at such times as specified in Section 3.2(e) of the Security Agreement.

2. Certificate Regarding Consummation of Distribution

Promptly following the consummation of the Distribution, the Borrower shall deliver to the Administrative Agent a certificate (a) certifying that the Distribution has been consummated in accordance with the Separation Agreement and (b) attaching a true and correct copy of the Amended and Restated Limited Partnership Agreement of the Borrower to be entered into in connection with the Distribution.

SCHEDULE 8.19 TO CREDIT AGREEMENT

SCHEDULE 9.02

EXISTING DEBT

Surety bonds

Principal	Obligee	Type of Bond	Bond Amt		Surety
Atlas Energy Indiana, LLC	Sullivan County Board of Comm	Road Bond	$	50,000	Platte River
Atlas Energy Indiana, LLC	Daviess County Highway Department	License or Permit Bond	$	1,587,500	Platte River
Atlas Energy Indiana, LLC	Knox County Board of Commissioners	Road Bond	$	1,250,000	Travelers
Atlas Energy Indiana, LLC	Knox County Water Inc.	License or Permit Bond	$	10,000	Platte River
Atlas Energy Indiana, LLC	Knox County Water Inc.	License or Permit Bond	$	10,000	Platte River
Atlas Energy Indiana, LLC	Indiana Dept of Transportation	Blanket Bond	$	30,000	Platte River
Atlas Energy Tennessee, LLC	City of Clinton	Utility Payment Bond	$	140,000	Platte River
Atlas Energy Tennessee, LLC	TN State Oil & Gas Board	Blanket Well Bonds (50)	$	10,000 each	Liberty Mutual
Atlas Energy Tennessee, LLC	TN State Oil & Gas Board	Individual Well Bonds (500 - one for each well)	$	1,500 each	Liberty Mutual
Atlas Noble LLC	Dept of Natural Resources	Blanket Well Bond	$	15,000	Travelers
Atlas Resources Inc.	PA Game Commission	Permit Bond	$	10,000	Liberty Mutual
Atlas Resources LLC	MI DEQ	Blanket Well Bond	$	250,000	Liberty Mutual
Atlas Resources LLC	Corydon Twp	Road Bond	$	6,750	Liberty Mutual
Atlas Resources LLC	LaFayette Twp	Road Bond	$	18,750	Liberty Mutual
Atlas Resources LLC	PA Dept of Natural Resources	Blanket Recl Bond	$	25,000	Travelers
Atlas Resources LLC	LaFayette Twp	Road Bond	$	25,000	Liberty Mutual
Atlas Resources LLC	Penn DOT - Crawford Co.	Road Bond	$	10,000	Liberty Mutual
Atlas Resources LLC	PENN DOT - Mercer County	Road Bond	$	10,000	Liberty Mutual
Atlas Resources LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources, LLC	Deemston Borough	Road Bond - All Roads	$	41,375	Platte River
Atlas Resources, LLC	Gamble Township	Road Bond - Old Cemetary & Calvert Rds	$	20,000	Platte River
Atlas Resources, LLC	PENN DOT	Penn Dot Blanket Bond	$	500,000	Platte River
Atlas Resources, LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources, LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources, LLC	Penn Dot - Erie Co.	Road Bond	$	10,000	Liberty Mutual
Atlas Resources, LLC	Penn Dot - Clarion Co.	Road Bond	$	10,000	Liberty Mutual
Atlas Resources, LLC	Penn DOT	Road Bond	$	5,000	Platte River
Atlas Resources, LLC	State of Pennsylvania Dept of Transp.	Road Bond - District 12-0	$	50,000	Platte River
Atlas Resources, LLC	State of Pennsylvania Dept of Transp.	Road Bond - District 3-0	$	50,000	Platte River

SCHEDULE 9.02 TO CREDIT AGREEMENT

Atlas Resources, LLC	Lower Tyrone Twp	Road Bond	$	100,000	Liberty Mutual
Atlas Resources, LLC	Washington Twp	Road Bond	$	25,000	Liberty Mutual
Atlas Resources, LLC	Mt. Pleasant Twp	Road Bond	$	2,500	Liberty Mutual
Atlas Resources, LLC	Salem Township	Road Bond	$	20,000	Liberty Mutual
Atlas Resources, LLC	Henry Clay Twp in Fayette County	Road Bond	$	30,000	Liberty Mutual
Atlas Resources, LLC	Whiteley Twp	Road Bond	$	32,625	Liberty Mutual
Atlas Resources, LLC	Hopewell Twp	Road Bond	$	75,000	Liberty Mutual
Atlas Resources, LLC	Franklin Twp	Road Bond	$	50,000	Liberty Mutual
Atlas Resources, LLC	Mt. Pleasant Twp	Road Bond	$	7,500	Liberty Mutual
Atlas Resources, LLC	North Bethlehem Twp	Road Bond	$	75,000	Liberty Mutual
Atlas Resources, LLC	State of West Virginia	Blanket Well Bond	$	50,000	Liberty Mutual
Atlas Resources, LLC	Rostraver Twp	Road Bond	$	3,750	Platte River
Atlas Resources, LLC	Rostraver Twp	Road Bond	$	1,250	Platte River
REI-NY, LLC	NY DEC	Blanket Well Bond	$	100,000	Liberty Mutual
Resource Energy LLC	Penn Dot - Warren Cty.	Road Bond	$	10,000	Fidelity & Deposit
Resource Energy, LLC	NY DEC	Blanket Well Bond	$	150,000	Liberty Mutual
Resource Energy, LLC	PA Dept of Natural Resources	Blanket Well Bond	$	25,000	Travelers
Resource Well Services LLC	Deerfield Twp - Portage Co	Salt Water Injection	$	25,000	Liberty Mutual
Resource Well Services LLC	Dept of Natural Resources	Blanket Well Bond	$	15,000	Travelers
Resource Well Services LLC	Dept of Natural Resources	Brine Transp. Bond	$	15,000	Travelers
Viking Resources LLC	OH Blanket Well Bond	Surety Bond	$	15,000	Travelers
Viking Resources LLC	PA Dept of Natural Resources	Blanket Well Bond	$	25,000	Travelers
Viking Resources LLC	US Dept of Interior, Bur. Of Land Management	Reclamation Bond	$	150,000	Travelers

SCHEDULE 9.02 TO CREDIT AGREEMENT

SCHEDULE 9.03

LIENS

None.

SCHEDULE 9.03 TO CREDIT AGREEMENT

SCHEDULE 9.05

INVESTMENTS

See Investments listed on Schedule 7.15.

SCHEDULE 9.05 TO CREDIT AGREEMENT

EX-10.2

Exhibit 10.2

Execution Version

SECURED HEDGING FACILITY AGREEMENT

dated as of March 5, 2012

among

ATLAS RESOURCES, LLC,

EACH PARTICIPATING PARTNERSHIP

from time to time a party hereto

EACH HEDGE PROVIDER

from time to time a party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent

Table of Contents

		Page
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION
Section 1.1	Defined Terms		1
Section 1.2	Rules of Interpretation		13
Section 1.3	Accounting Terms		13
ARTICLE II HEDGING PROGRAM
Section 2.1	Conditions to Effectiveness of this Agreement		13
Section 2.2	Procedures for Hedge Transactions		14
Section 2.3	Hedge Transaction Liability		15
Section 2.4	Conditions to Entering into Hedge Transactions		15
Section 2.5	Hedge Transaction Limitations		15
Section 2.6	Certain Notices; Consent to Disclosure		17
ARTICLE III COLLATERAL
Section 3.1	Acknowledgment of Participating Partnership Liens		18
Section 3.2	Separate Liens		18
Section 3.3	Additional Liens		18
Section 3.4	Proceeds Prior to Discharge Date		18
Section 3.5	Separate and Independent Obligations; Enforcement		18
Section 3.6	Contesting Liens		19
Section 3.7	Enforceability of Hedge Obligations		19
Section 3.8	No Waiver		19
Section 3.9	Application of Proceeds		20
ARTICLE IV MASTER GENERAL PARTNER
Section 4.1	Master General Partner Liability		20
Section 4.2	Subordination of Operator’s Lien		22
Section 4.3	Application of Collateral		23
Section 4.4	Subrogation		23
ARTICLE V REPRESENTATIONS AND WARRANTIES
Section 5.1	Representations and Warranties of each Obligor		23
Section 5.2	Representations and Warranties of each Participating Partnership		24
Section 5.3	Representations and Warranties of the Master General Partner		27

i

ARTICLE VI AFFIRMATIVE COVENANTS
Section 6.1	Financial Statements; Other Information	27
Section 6.2	Notices of Material Events	29
Section 6.3	Existence; Conduct of Business	29
Section 6.4	Operation and Maintenance of Properties	30
Section 6.5	Insurance	30
Section 6.6	Books and Records; Inspection Rights	30
Section 6.7	Compliance with Laws	30
Section 6.8	Further Assurances	31
Section 6.9	Reserve Reports	31
Section 6.10	Title Information	32
Section 6.11	Additional Collateral	33
ARTICLE VII NEGATIVE COVENANTS
Section 7.1	Debt	33
Section 7.2	Liens	34
Section 7.3	Restricted Payments	34
Section 7.4	Investments, Loans and Advances	34
Section 7.5	Nature of Business; International Operations; Subsidiaries	35
Section 7.6	Sale of Properties	35
Section 7.7	Negative Pledge Agreements; Dividend Restrictions	36
Section 7.8	Gas Imbalances	36
Section 7.9	Tax Status as Partnership; Organizational Documents	36
Section 7.10	Change in Name, Location or Fiscal Year	36
Section 7.11	Mergers, Etc	36
Section 7.12	Transactions with Affiliates	36
Section 7.13	Margin	37
ARTICLE VIII EVENTS OF DEFAULT; REMEDIES
Section 8.1	Events of Default	37
Section 8.2	Remedies	38
ARTICLE IX COLLATERAL AGENT
Section 9.1	Appointment and Authorization of Collateral Agent	38
Section 9.2	Delegation of Duties	39
Section 9.3	Default; Collateral	39
Section 9.4	Limitation of Liability	40
Section 9.5	Entitled to Rely	40
Section 9.6	Default; Triggering Event	41
Section 9.7	Indemnity in favor of the Collateral Agent	41
Section 9.8	Limitations on Duty of Collateral Agent in Respect of Collateral	41
Section 9.9	Successor Collateral Agent	41

ii

Section 9.10	Collateral Agent May File Proof of Claim	42
Section 9.11	Collateral Agent in its Individual Capacity	42
	ARTICLE X MISCELLANEOUS PROVISIONS
Section 10.1	Amendment	43
Section 10.2	Hedge Provider Majority	43
Section 10.3	Successors and Assigns	43
Section 10.4	Notices	44
Section 10.5	Entire Agreement	44
Section 10.6	Expenses, Indemnity; Damage Waiver	45
Section 10.7	Right of Setoff	46
Section 10.8	Survival; Revival; Reinstatement	47
Section 10.9	Severability	47
Section 10.10	Headings	47
Section 10.11	Obligations Secured	47
Section 10.12	Governing Law	47
Section 10.13	Consent to Jurisdiction; Waivers	47
Section 10.14	Waiver of Jury Trial	48
Section 10.15	Counterparts	48
Section 10.16	Additional Hedge Providers	48
Section 10.17	Additional Participating Partnerships	48
Section 10.18	Withdrawal of Participating Partnerships	49
Section 10.19	Intercreditor Agreement	49

EXHIBITS
Exhibit A	-	Form of ISDA Schedule
Exhibit B	-	Form of Joinder Supplement (New Hedge Provider)
Exhibit C	-	Form of Joinder Supplement (New Participating Partnership)
Exhibit D	-	Form of Mortgage
Exhibit E	-	Form of Security Agreement
Exhibit F	-	Form of Compliance Certificate
Exhibit G	-	Form of Reserve Report Certificate

iii

This SECURED HEDGING FACILITY AGREEMENT (this “Agreement”) is dated as of March 5, 2012 and is by and among ATLAS RESOURCES, LLC., a Pennsylvania limited liability company (the “Master General Partner”), each Participating Partnership (as defined below) from time to time party hereto, each Hedge Provider (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, the Master General Partner is a wholly-owned subsidiary of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Parent”).

WHEREAS, the Parent has entered into an Amended and Restated Credit Agreement, dated as of March 5, 2012 (as amended, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), with the lending institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), pursuant to which the Lenders have severally agreed to extend credit to the Parent.

WHEAREAS, the Master General Partner is a “Guarantor” and “Loan Party” for purposes of the Senior Credit Agreement (as such terms are defined therein).

WHEREAS, the Master General Partner and certain recently formed or to be formed affiliates qualifying as “Designated Partnerships” under the Senior Credit Facility, of which the Master General Partner is the sole general partner or sole managing member, intend to enter into this Agreement to, among other things, provide for collateral in respect of hedging transactions as more fully provided for herein.

WHEREAS, the Collateral Agent has agreed to act on behalf of the Secured Parties (as defined below) with respect to such collateral and is entering into this Agreement to, among other things, define the rights, duties, authority and responsibilities of the Collateral Agent and the relationship among the Secured Parties regarding their interests in the collateral.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article I

Definitions; Rules of Interpretation

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Administrative Agent” has the meaning set forth in the recitals.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” has the meaning set forth in the preamble.

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“Applicable Hedge Provider Percentage” means, on any date of determination with respect to any Hedge Provider, the percentage of the aggregate notional amount of all outstanding Hedge Transactions under all Approved Master Agreements represented by the aggregate notional amount of such Hedge Provider’s Hedge Transactions on a “Barrel of oil equivalent” basis with 6,000 cubic feet of natural gas being equivalent to one barrel of oil.

“Approved Master Agreement” means any 1992 ISDA Master Agreement (including the Schedule thereto substantially in the form attached hereto as Exhibit A and the confirmations entered thereunder) entered into between a Participating Partnership and a Hedge Provider in accordance with this Agreement and, in each case, as the same may from time to time be amended, modified, supplemented or novated in accordance with this Agreement or the Intercreditor Agreement.

“Approved Petroleum Engineers” means (a) Ryder Scott Company Petroleum Consultants, L.P., (b) Netherland Sewell & Associates, Inc., (c) Wright & Company, (d) Schlumberger Ltd., (e) Cawley Gillespie and Associates, Inc., (f) WD Von Gotten, (g) Degolyer and McNaughton, (h) HJ Gruy and Associates, Inc., (i) Lee Keeling and Associates, (j) Sproule, (k) La Roche, (l) W. Cobb and Associates and (m) any other independent petroleum engineers reasonably acceptable to the Collateral Agent.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Participating Partnership having a fair market value in excess of $5,000,000.

“Change of Control” means an event or series of events by which:

(a) The Parent or one or more of its Affiliates ceases to own at least 51% of the Equity Interests of the Master General Partner;

(b) The Master General Partner ceases to Control each Participating Partnership and, with respect to each Participating Partnership that is a limited partnership, ceases to be the sole general partner of such Participating Partnership and, with respect to each Participating Partnership that is a limited liability company, ceases to be the sole managing member of such Participating Partnership;

(c) The Master General Partner ceases to be the sole Operator of the Oil and Gas Properties of any Participating Partnership; or

(d) A “Change of Control” (as defined in the Senior Credit Agreement, excluding clause (b) of such definition) has occurred.

“Collateral” means, with respect to each Participating Partnership, all Property of such Participating Partnership, now owned or hereafter acquired, upon which a Lien in favor of the Collateral Agent for the benefit of the Secured Parties is created, or purported to be created, by any Security Document.

“Collateral Agent” has the meaning set forth in the preamble.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 5% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; provided, however, that the amount of such Debt of any Person described in this clause (f) shall, for the purposes of this Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Debt and (ii) the fair market value of the Property encumbered, as determined by such Person in good faith; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments for periods in excess of 120 days prior to the day of delivery, other than sales of Hydrocarbons and gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, or by Law but only to the extent of such liability; (l) the liquidation value of Disqualified Capital Stock of such Person; and (m) the undischarged balance of any dollar denominated production payment (but not any volumetric production payment) created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. The Debt of any Person described in clauses (f), (g) and (h) of this definition shall be deemed to be the lesser of (i) an amount equal to the stated or determinable amount of the primary obligation of such other Person and (ii) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Debt, unless such primary obligation and/or the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Debt shall be deemed to be equal to such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Debtor Relief Law” means any applicable liquidation, conservatorship, bankruptcy, insolvency, rearrangement, moratorium, reorganization, or similar debtor relief law affecting the rights of creditors generally from time to time in effect.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

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“Designated Partnership” means any limited partnership or limited liability company qualifying as a “Designated Partnership” under the Senior Credit Agreement (after giving effect to any updates to Schedule 7.15 thereof permitted thereunder).

“Discharge Date” means the date upon which (a) all Secured Obligations (including, without limitation, all Hedge Obligations (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and all fees, costs, expenses and other amounts payable by any Obligor under the Hedging Facility Documents) shall have been paid in full in cash (other than contingent indemnification obligations), (b) no Approved Master Agreement is outstanding and in effect and (c) the Master General Partner has elected to terminate this Agreement by written notice to the Collateral Agent and each Hedge Provider.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Person to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale or to require the Master General Partner to repurchase up to 5% of the outstanding Equity Interests of a Participating Partnership per annum shall not constitute Disqualified Capital Stock.

“dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” has the meaning set forth in Section 2.1.

“Environmental Laws” means any and all Laws pertaining in any way to human health, employee safety, the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which any Participating Partnership is conducting, or at any time has conducted, business, or where any Property of any Participating Partnership is located, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Law, as amended, and other environmental conservation or protection Laws.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“Event of Default” has the meaning assigned such term in Section 8.1.

“Excepted Liens” means: (a) Liens for taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with

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workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties, each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Participating Partnership or materially impair the value of such Property subject thereto; (e) Liens arising by virtue of any statutory, common law or contract provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any Participating Partnership to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of any Participating Partnership for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by any Participating Partnership or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) Liens arising from UCC financing statement filings regarding operating leases entered into by any Participating Partnership in the ordinary course of business covering only the Property under lease; (j) any obligations (other than Debt) or duties affecting any of the Property of any Participating Partnership to any Governmental Authority with respect to any franchise, grant, license or permit; and (k) any interest or title of a lessor under any lease entered into by any Participating Partnership covering only the assets so leased; provided further that (1) Liens described in clauses (a) through (d), and (h) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced unless such action is being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP and (2) no intention to subordinate the first priority Lien granted in favor of the Collateral Agent for the benefit of the Secured Parties is to be hereby implied or expressed by the permitted existence of any Excepted Lien.

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“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Master General Partner.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Hazardous Materials” means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“Hedge Obligations” means, with respect to each Participating Partnership, at any time, all amounts owing by such Participating Partnership to any Hedge Provider under each Approved Master Agreement between such Participating Partnership and such Hedge Provider, including all amounts owing as a result of the designation of an “Early Termination Date” thereunder (and, at any time when such designation may be enjoined or barred by law or court order, an estimate of all amounts that would be owing were such an Early Termination Date to be designated), together with all costs and expenses (including reasonable attorneys’ fees) incurred in the enforcement or collection thereof, and all interest thereon after the commencement of any proceedings under any Debtor Relief Law and any expenses or other amounts paid by such Hedge Provider to which it is entitled to reimbursement by such Participating Partnership under the Approved Master Agreement.

“Hedge Provider” means a financial institution or other entity that is a party to this Agreement and is a Lender or an Affiliate of a Lender under the Senior Credit Agreement whose long term senior unsecured debt rating is equal to or higher than, the Required Rating at the time of becoming a party to this Agreement and at the time of entering into each Hedge Transaction.

“Hedge Provider Joinder Supplement” means an agreement substantially in the form of Exhibit B or otherwise in form and substance acceptable to the Collateral Agent.

“Hedge Provider Majority” means, on any date of determination, the Hedge Providers whose outstanding Hedge Transactions under Approved Master Agreements represent more than fifty percent (50%) of the aggregate notional volume of oil and natural gas under all outstanding Approved Master Agreements, on a “Barrel of oil equivalent” basis with 6000 cubic feet of natural gas being equivalent to one barrel of oil.

“Hedge Transaction” means a Swap Agreement that satisfies the requirements of this Agreement, including but not limited to Section 2.5.

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“Hedging Facility Documents” means, collectively, this Agreement, each Approved Master Agreement, the Security Documents, the Intercreditor Agreement and any and all other material agreements or instruments now or hereafter executed and delivered by any Obligor or any other Person in connection with any Hedge Transaction, this Agreement and the transactions contemplated hereby, as such agreements may be amended, modified, supplemented or restated from time to time.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“Immaterial Title Deficiencies” means, with respect to Oil and Gas Properties of each Participating Partnership at any time of determination, defects or clouds on title, discrepancies in net revenue and working interest ownership percentages and other discrepancies (in each case, between what is shown on the most recently delivered Reserve Report and that which is set forth in the title information provided by, or on behalf of, such Participating Partnership to the Collateral Agent hereunder) and other Liens (other than Excepted Liens), defects, and similar matters which do not, individually or in the aggregate, affect Oil and Gas Properties of such Participating Partnership in an amount greater than five percent (5%) of the value (as reasonably determined by the Collateral Agent) of all Oil and Gas Properties of such Participating Partnership evaluated in the most recent Reserve Report delivered under this Agreement.

“Initial Reserve Report” means the initial Reserve Report of each Participating Partnership prepared by or under the supervision of the chief engineer of the Master General Partner based on information as of June 30 of the current calendar year, or if such information is not then available, as of December 31 of the immediately preceding calendar year.

“Intercreditor Agreement” means that certain intercreditor agreement, dated March 5, 2012, among the Collateral Agent, the Administrative Agent, and the Master General Partner, as amended from time to time pursuant to the terms thereof.

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, capital contributions, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale), (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business), or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Debt or other liability of any other Person.

“Law” means (a) a law, statute, ordinance, treaty, permit, rule or regulation of any Governmental Authority, (b) a court decision, judgment, order, decree, injunction or ruling, and (c) a regulatory bulletin or guidance, or examination order or recommendation of a Governmental Authority.

“Lenders” has the meaning set forth in the recitals.

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“Lien” means any lien, mortgage, pledge, collateral assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing. For the avoidance of doubt, “Lien” shall not include any netting or set-off arrangements under any Approved Master Agreement or in favor of any Secured Party or its affiliates that is otherwise available to such Person at law or equity.

“Master General Partner” means Atlas Resources LLC, a Pennsylvania limited liability company, and any successor or assign (but only to the extent expressly permitted hereunder), whether in its individual capacity, as the general partner or managing member of a Designated Partnership, or as Operator.

“Master General Partner Obligations” means, as of any date of determination but without duplication, (a) all Participating Partnership Obligations and (b) any and all obligations, liabilities and indebtedness of the Master General Partner, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) under this Agreement and any other Hedging Facility Document.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the operations, Property or financial condition of any Obligor, (b) the ability of any Obligor to perform fully and on a timely basis their obligations under any of the Hedging Facility Documents that are material to the interests of the Secured Parties, or (c) the validity or enforceability of this Agreement, or any of the other Hedging Facility Documents or the rights or remedies of the Collateral Agent or the Hedge Providers hereunder or thereunder.

“Material Indebtedness” means Debt in an aggregate principal amount exceeding $15,000,000.

“Minimum Title Information” means title information in form and substance reasonably satisfactory to the Collateral Agent as to each Participating Partnership’s ownership (whether in fee or by leasehold) of at least 80% of the total value of all Oil and Gas Properties of such Participating Partnership’s Properties evaluated in any applicable Reserve Report.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgage” means a mortgage, deed of trust, or similar document substantially in the form attached hereto as Exhibit D with such modifications as are appropriate or necessary under the laws of the applicable jurisdiction, and as otherwise reasonably satisfactory to the Collateral Agent, granted by a Participating Partnership to create a Lien on the Property covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties.

“Mortgaged Property” means any Property directly owned (whether in fee or by leasehold) by any Participating Partnership which is subject to a Lien created by the Security Documents.

“Notice of Potential Event of Default” means a written notice delivered by a Hedge Provider to the Master General Partner, the Collateral Agent and each other Hedge Provider declaring that one or more Potential Event(s) of Default has occurred and is continuing under its Approved Master Agreement with the applicable Participating Partnership and providing a brief description of such Potential Event(s) of Default.

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“Notice of Triggering Event” means a written notice delivered by a Hedge Provider to the Master General Partner, the Collateral Agent and each other Hedge Provider declaring that one or more Triggering Events has occurred and is continuing under its Approved Master Agreement and providing a brief description of such Triggering Event(s). Each Notice of Triggering Event shall (a) specify whether an Early Termination Date (as defined in such Approved Master Agreement) has been designated as a result of the relevant Triggering Event(s), (b) specify the Early Termination Amount (as defined in such Approved Master Agreement), if any, then due as the result of the designation of such Early Termination Date and the amount of interest and any other amounts then due and payable by the applicable Participating Partnership to such Hedge Provider under such Approved Master Agreement, (c) state whether the amount set forth in clause (b) has been paid in full or otherwise discharged to the satisfaction of such Hedge Provider, (d) include as an attachment thereto any notices and statements delivered by such Hedge Provider to the applicable Participating Partnership in connection with such Triggering Event(s) pursuant to such Approved Master Agreement, (e) specify whether such Hedge Provider is instructing the Collateral Agent to commence remedies with respect to the applicable Participating Partnership and (f) include such other information related thereto as the Collateral Agent may reasonably request.

“Notifying Hedge Provider” means any Hedge Provider that instructs the Collateral Agent to commence remedies with respect to a Participating Partnership pursuant to a Notice of Triggering Event.

“Obligor” means the Master General Partner and each Participating Partnership.

“Officer’s Certificate” means a certificate of a Responsible Officer of the Master General Partner.

“Oil and Gas Properties” means each of the following: (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Operator” has the meaning set forth in Section 4.2(a).

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“Organizational Documents” shall mean (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documentation) of such Person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documentation) of such Person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (e) in any other case, the functional equivalent of the foregoing.

“Parent” has the meaning set forth in the recitals.

“Participating Partnership” means each Designated Partnership that (a) has been formed after the effective date of the Senior Credit Agreement, commencing with the Designated Partnerships designated as “Series 30”, and (b) becomes a party to this Agreement, from time to time, in accordance with Section 10.17.

“Participating Partnership Joinder Supplement” means an agreement substantially in the form of Exhibit C or otherwise in form and substance acceptable to the Collateral Agent.

“Participating Partnership Lien” means, with respect to each Participating Partnership, a Lien granted by such Participating Partnership pursuant to a Security Document to the Collateral Agent for the benefit of the Secured Parties, at any time, upon any Property of such Participating Partnership to secure its Participating Partnership Obligations.

“Participating Partnership Obligations” means, with respect to each Participating Partnership, its Hedge Obligations and any and all obligations, liabilities and indebtedness of such Participating Partnership, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) under this Agreement and any other Hedging Facility Document to which such Participating Partnership is a party.

“Permitted Commodity Hedge” means any Swap Agreement that is (a) entered into the ordinary course of business, (b) not speculative in nature, (c) intended to mitigate price and/or supply risk relating to the Hydrocarbon Interests of a Participating Partnership and (d) not physically settled.

“Person” means an individual, corporation (including a business trust), partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Potential Event of Default” has the meaning specified in the applicable Approved Master Agreement.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Purchase Money Debt” means Debt (a) consisting of the deferred purchase price of property, plant and equipment, conditional sale obligations, obligations under any title retention agreement and other obligations incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Debt does not exceed the greater of (i) the cost of the asset being financed and (ii) the fair market value of such asset, and (b) incurred to finance such acquisition, construction or improvement of such asset by any Obligor; provided however that such Debt is incurred within 180 days after such acquisition or the completion of such construction or improvement.

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“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

“Required Mortgage Value” means, as of any date of determination, an amount equal to 80% of the aggregate value attributed to all Oil and Gas Properties directly owned (whether in fee or by leasehold) by a Participating Partnership included in the most recent Reserve Report.

“Required Rating” means a long term senior unsecured debt rating of A-/A3 by S&P or Moody’s (or their equivalent).

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Collateral Agent, setting forth, as of each December 31 or June 30 (and, at the option of the Master General Partner pursuant to Section 6.9(a), as of any March 31 or September 30) the oil and gas reserves attributable to the Oil and Gas Properties of each Participating Partnership, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time, together with a supplement indicating future net income based upon the Collateral Agent’s usual and customary pricing assumptions for oil and gas loans then in effect and provided by the Collateral Agent to the Master General Partner, in each case with such information presented separately for each Participating Partnership and reflecting the Hedge Transactions in place with respect to such production. Each Reserve Report shall include a report on a well by well basis reflecting the working and revenue interests for each Participating Partnership, and the net working interest and net revenue interests for each Participating Partnership and such other information and in such form as may be reasonably requested by the Collateral Agent.

“Responsible Officer” means, as to any Person, the Chief Executive Officer, the Chief Operating Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Master General Partner.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in any Person (including any return of capital), or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“SEC” means the U.S. Securities and Exchange Commission or any successor Governmental Authority.

“Secured Obligations” means the Master General Partner Obligations and the Participating Partnership Obligations.

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“Secured Parties” means, collectively, the Collateral Agent and each Hedge Provider.

“Security Agreement” means each security agreement by and among a Participating Partnership and the Collateral Agent in the form attached hereto as Exhibit E pursuant to which a Lien on the Property covered thereby of such Participating Partnership is created in favor of the Collateral Agent for the benefit of the Secured Parties.

“Security Documents” means any Security Agreement, any Mortgage and other agreement, pledge, assignment, collateral agency agreement, control agreement, instrument, certificate or other grant or transfer executed and/or delivered by an Obligor as security for the Secured Obligations, or to perfect the grant of a Lien securing the Secured Obligations, in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 10.1. Security Documents shall include any documents of the type described above entered into after the date hereof.

“Senior Credit Agreement” has the meaning set forth in the recitals.

“Senior Credit Agreement Default” means an “Event of Default” as defined under the Senior Credit Agreement.

“Solvent” means when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.

“Subordinate Obligations” has the meaning set forth in Section 4.2(a).

“Swap Agreement” means any swap (including any basis differential swap on volumes already hedged pursuant to other swap agreements), forward, future or derivative transaction, option or similar arrangement, including any trades or confirmations entered into in connection with any of the foregoing, whether exchange traded, “over-the-counter” or otherwise, involving or settled by reference to one or more commodities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Triggering Event” means an “Event of Default”, a “Termination Event” or an “Additional Termination Event” (as each is defined in the applicable Approved Master Agreement with respect to “Party B” thereunder).

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“UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

Section 1.2 Rules of Interpretation. (a) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

(c) The use in this Agreement or any of the other Hedging Facility Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

(e) This Agreement and the other Hedging Facility Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Hedging Facility Documents.

Section 1.3 Accounting Terms. Unless otherwise specified herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Master General Partner notifies the Collateral Agent that the Master General Partner requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Collateral Agent notifies the Master General Partner that Hedge Providers representing a Hedge Provider Majority request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Article II

Hedging Program

Section 2.1 Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction, or waiver by the Collateral Agent and the Hedge Providers, of the following conditions precedent (the date upon which all such conditions precedent shall be satisfied or waived by the Collateral Agent and the Hedge Providers, the “Effective Date”).

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(a) Execution and Delivery of Agreements. The Collateral Agent shall have received (i) this Agreement executed and delivered by the Collateral Agent, each Hedge Provider electing to become a party hereto as of the Effective Date, the Master General Partner, and each Participating Partnership electing to become a party hereto as of the Effective Date and (ii) the Intercreditor Agreement, executed and delivered by the Collateral Agent, the Administrative Agent and the Master General Partner;

(b) Approvals. All governmental and third party approvals necessary in connection with the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated hereby and by the other Hedging Facility Documents, and the Collateral Agent shall have received a certificate from the Master General Partner to that effect;

(c) Fees. The Collateral Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date;

(d) Legal Opinions. The Collateral Agent shall have received (i) an opinion of counsel to the Master General Partner, in form and substance satisfactory to the Collateral Agent, regarding, among other matters, the formation and existence of the Master General Partner, its authority and power to enter into the Hedging Facility Documents and perform its obligations thereunder, compliance with law, the absence of conflicts and (ii) opinion(s) of counsel to each Participating Partnership electing to become a party hereto as of the Effective Date, in form and substance satisfactory to the Collateral Agent, regarding, among other matters, the formation and existence of each such Participating Partnership, its authority and power to enter into the Hedging Facility Documents and perform its obligations thereunder, compliance with law, the absence of conflicts, and the validity and perfection of the security interests and mortgages being granted by each such Participating Partnership pursuant to the Security Documents;

(e) Evidence of Authority of Signatures. The Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that each Person signing any Hedging Facility Document on behalf of the Master General Partner is authorized to sign such Hedging Facility Document;

(f) Representations and Warranties. The representations and warranties made by the Master General Partner in or pursuant to each of the Hedging Facility Documents shall be true and correct as of such date as if made on and as of such date in all material respects;

(g) Due Diligence. Due diligence on the legal, corporate and capital structure of the Master General Partner and the Designated Partnerships, including their Properties and organization documents, shall have been completed to the Collateral Agent’s satisfaction; and

(h) No Material Adverse Change. There has been no event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on the transactions contemplated by this Agreement and the business of the Master General Partner has been conducted only in the ordinary course of business.

Section 2.2 Procedures for Hedge Transactions. Any Participating Partnership and any Hedge Provider may elect, each in its sole discretion, to enter into one or more Hedge Transactions in accordance with the provisions of this Agreement and an Approved Master Agreement between such

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Participating Partnership and such Hedge Provider; provided that any such Hedge Transaction(s) satisfy all the Hedge Transaction conditions in Section 2.4. Neither any Participating Partnership nor any Hedge Provider shall have any obligation whatsoever to enter into any Hedge Transaction.

Section 2.3 Hedge Transaction Liability. (a) No Hedge Provider shall be responsible for the obligations of any other Hedge Provider or any Participating Partnership, nor have any liability, in respect of any Hedge Transactions entered into by such other Hedge Provider with any Participating Partnership.

(b) No Hedge Provider shall have any obligations hereunder at any time when such Hedge Provider is not party to any Approved Master Agreements with a Participating Partnership.

(c) No Participating Partnership shall be responsible for the obligations of any other Participating Partnership or any Hedge Provider, or have any liability, in respect of any Hedge Transactions entered into by such other Participating Partnership with any Hedge Provider.

Section 2.4 Conditions to Entering into Hedge Transactions. Each Participating Partnership agrees it will not enter into any Hedge Transaction with any Hedge Provider unless:

(a) Joinder. Such Participating Partnership has become a party to this Agreement in accordance with Section 10.17 and as of the date of such Hedge Transaction (i) qualifies as a Designated Partnership and (ii) has not elected to withdraw as a Participating Partnership pursuant to Section 10.18.

(b) Grant of Liens. Such Participating Partnership shall have executed and delivered to the Collateral Agent all relevant Security Documents, including, without limitation, a Security Agreement and all Mortgages pursuant to which the Collateral Agent has been granted, for the benefit of the Secured Parties, a first-priority perfected Lien in at least the Required Mortgage Value of Oil and Gas Properties and all other Property of such Participating Partnership purporting to be pledged as collateral pursuant to such Security Documents, subject only to Excepted Liens.

(c) Approved Master Agreement. Such Participating Partnership and such Hedge Provider have entered into an Approved Master Agreement.

(d) No Default or Event of Default. No Default or Event of Default has occurred and is continuing hereunder, no Senior Credit Agreement Default has occurred and is continuing under the Senior Credit Facility, and no Triggering Event or Potential Event of Default has occurred and is continuing under any Approved Master Agreement; and

(e) Representations. All representations and warranties of such Participating Partnership and of the Master General Partner set forth in the Hedging Facility Documents are true and correct in all material respects as of the date of such Hedge Transaction.

Section 2.5 Hedge Transaction Limitations. Each Swap Agreement of a Participating Partnership shall be subject to the following limitations:

(a) Permitted Commodity Hedge. Such Swap Agreement is a Permitted Commodity Hedge;

(b) Hedge Provider Limitations. The Hedge Provider party to such Swap Agreement is a Lender or an Affiliate of a Lender whose long term senior unsecured debt rating is equal to, or higher than, the Required Rating at the time of the execution of such Swap Agreements; and

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(c) Single Participating Partnership Incurrence Limitations. The notional volume of such Swap Agreement (when aggregated with other Swap Agreements of such Participating Partnership then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements of such Participating Partnership) with respect to which a settlement payment is calculated may not exceed as of the date such Swap Agreement is entered into: (i) for any month during the first two years following the date such Swap Agreement is executed (the “Applicable Initial Measurement Period”), seventy-five percent (75%), (ii) for any month during the period of three years immediately following the Applicable Initial Measurement Period (the “Applicable Second Measurement Period”), sixty-five percent (65%), and (iii) for any month during any period following the Applicable Second Measurement Period, twenty-five percent (25%), of the reasonably anticipated future projected production from proved, developed, producing Oil and Gas Properties of such Participating Partnership determined by reference to the most recently delivered Reserve Report after giving effect to (A) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report and (B) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report based on the actual production of Hydrocarbons of such Participating Partnership and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g); provided that, the limitations set forth in this Section 2.5(c) shall not apply to put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not offset by calls) for Hydrocarbons with respect to which such Participating Partnership is the buyer of such put options or price floors.

(d) Aggregate Participating Partnership Maintenance Limitations. The notional volumes of each Swap Agreement of all Participating Partnerships (when aggregated with all other Swap Agreements then in effect of all Participating Partnerships other than basis differential swaps on volumes already hedged) may not exceed for each month during the period during which any Swap Agreement is in effect: (i) for the first two years following the date of determination (the “Aggregate Initial Measurement Period”), seventy-five percent (75%), (ii) for the period of three years immediately following the Aggregate Initial Measurement Period (the “Aggregate Second Measurement Period”), sixty-five percent (65%) and (iii) for any period following the Aggregate Second Measurement Period, twenty-five percent (25%), of both the current production and the reasonably anticipated future projected production from proved, developed, producing Oil and Gas Properties of all Participating Partnerships determined by reference to the most recently delivered Reserve Report after giving effect to (A) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of all of the Participating Partnerships since the effective date of such Reserve Report and (B) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of all of the Participating Partnerships since the effective date of such Reserve Report based on the actual production of Hydrocarbons of the Participating Partnerships and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g); provided that, the limitations set forth in this Section 2.5(d) shall not apply put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not offset by calls) for Hydrocarbons with respect to which any Participating Partnership is the buyer of such put options or price floors.

(e) Single Participating Partnership Maintenance Limitations. In no event shall the aggregate notional volumes of the Swap Agreements of any single Participating Partnership exceed, for each month during the period during which any such Swap Agreement is in effect, one hundred percent (100%) of both the current production and the reasonably anticipated future projected production from proved, developed producing Oil and Gas Properties of such Participating Partnership determined by reference to the most recently delivered Reserve Report after giving effect to (i) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties of such

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Participating Partnership since the effective date of such Reserve Report and (ii) any adjustments for changes in the production from proved, developed, producing Oil and Gas Properties of such Participating Partnership since the effective date of such Reserve Report based on the actual production of Hydrocarbons of such Participating Partnership and set forth in the most recent quarterly production report delivered to the Collateral Agent pursuant to Section 6.1(g); provided that, the limitations set forth in this Section 2.5(e) shall not apply to put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not offset by calls) for Hydrocarbons with respect to which such Participating Partnership is the buyer of such put options or price floors.

(f) Single Participating Partnership Collateral Coverage Covenant. The ratio of PDP PV9 (as defined in the Intercreditor Agreement) of each Participating Partnership over the Mark-to-Market Exposure (as defined in the Intercreditor Agreement) of the Swap Agreements of such Participating Partnership shall not be less than 2.50 to 1.0 as of each Calculation Date (as defined in the Intercreditor Agreement).

Section 2.6 Certain Notices; Consent to Disclosure. (a) Each Hedge Provider agrees that it shall deliver to the Collateral Agent: (i) at the same time it makes delivery to the Master General Partner, a copy of any (x) Notice of Triggering Event and (y) Notice of Potential Event of Default, in each case, that it delivers to the Master General Partner, and (ii) at the same time it makes delivery to any other Person, a copy of any notice of the commencement of any judicial proceeding and a copy of any other notice with respect to the exercise of any rights with respect to any of the Hedge Obligations. No failure by a party hereto to furnish a copy under this Section 2.6(a) shall provide any rights or defenses to the relevant Participating Partnership or the Master General Partner with respect to any of the Hedge Obligations or the Secured Obligations, limit or affect any obligation of the relevant Participating Partnership or the Master General Partner with respect to any of the Approved Master Agreements or the Secured Obligations, or otherwise limit or affect the rights and obligations of the Hedge Providers under the Approved Master Agreements.

(b) Each Participating Partnership hereby agrees to provide the Collateral Agent, promptly upon the execution thereof, a copy of each Approved Master Agreement entered into by such Participating Partnership and a Hedge Provider and (excluding any confirmations) written notice of any amendment to any Approved Master Agreement (excluding amendments to any confirmations), including with such notice a copy of the amendment (provided that this Section 2.6(b) is not meant to permit any Hedge Provider or any Participating Partnership to enter into any such amendments in contravention of the terms of this Agreement).

(c) The Master General Partner and each Participating Partnership hereby consent to Hedge Providers’ disclosure to each other and to the Collateral Agent of any confidential information relating to the Master General Partner or any Participating Partnership that has been provided to any Hedge Provider by or for the benefit of any Participating Partnership in connection with any Hedging Facility Documents, notwithstanding any confidentiality agreement between the Master General Partner or any Participating Partnership and any Hedge Provider that might otherwise limit or prohibit such disclosure; provided that the recipient of such disclosure shall treat such disclosed information as confidential information subject to such recipient’s confidentiality obligations to the Master General Partner or any Participating Partnership, or if such recipient has no confidentiality obligations to the Master General Partner or any Participating Partnership, such recipient shall keep such information confidential to the same degree and in the same manner as it keeps its own confidential information.

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Article III

Collateral

Section 3.1 Acknowledgment of Participating Partnership Liens. The parties hereto acknowledge and agree that, pursuant to the Security Documents, each Participating Partnership has severally granted to the Collateral Agent, and the Collateral Agent has accepted and agreed to hold, for the benefit of the Secured Parties, all of each Participating Partnership’s right, title and interest in, to and under the Collateral, to secure the payment and performance of such Participating Partnerships Obligations. Subject to Section 10.18, the Participating Partnership Liens shall terminate on the Discharge Date. The parties hereto acknowledge and agree that the Collateral Agent will hold and distribute the Collateral as set forth herein.

Section 3.2 Separate Liens. The Security Documents create separate and distinct Liens over the Collateral of each Participating Partnership. Each Participating Partnership Lien shall only secure the payment and performance of the Participating Partnership Obligations of the Participating Partnership granting such Liens. The Collateral of one Participating Partnership shall not secure the Participating Partnership Obligations of another Participating Partnership.

Section 3.3 Additional Liens. Each Hedge Provider agrees that, without the prior written consent of the Collateral Agent, it will not seek or accept credit support for any Hedge Obligation (other than the benefit of the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents); provided, however, to the extent that any Hedge Provider hereafter obtains any Lien on any assets of any Participating Partnership (other than the Liens granted to Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents) to secure all or any portion of the Hedge Obligations, such Lien (i) shall be subject to this Agreement in the same manner as the Liens held by the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents, (ii) shall secure the Secured Obligations ratably in accordance with the terms of this Agreement, and (iii) as between the Collateral Agent and such Hedge Provider, shall be of equal priority with the Liens held by the Collateral Agent hereunder, notwithstanding (A) the date, manner or order of any grant, attachment or perfection of any such Lien, (B) any provision of the UCC, other applicable law or the Hedging Facility Documents or (C) any manner of enforcement of any Lien or other rights, and upon request by Collateral Agent, such Liens shall be assigned to Collateral Agent to be held for the ratable benefit of the Secured Parties.

Section 3.4 Proceeds Prior to Discharge Date. Each Hedge Provider hereby agrees that if it obtains possession of any Collateral, realizes any proceeds or payment in respect of any such Collateral, or obtains any payment, proceeds or recovery from any Obligor whether pursuant to any Security Documents, by the exercise of any rights available to it under applicable law, in any insolvency or liquidation proceeding, or through any other exercise of remedies (including any rights of setoff), at any time during the continuance of an Event of Default, then it shall hold such Collateral, proceeds or payment in trust for the other Secured Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 3.9.

Section 3.5 Separate and Independent Obligations; Enforcement. The amounts payable by the Master General Partner or any Participating Partnership to any Secured Party at any time under any of the Approved Master Agreements to which such Secured Party is a party shall be separate and independent obligations, and each Secured Party shall be entitled to enforce any right arising out of the applicable Approved Master Agreement to which it is a party, subject to the terms thereof and of this Agreement. Each Hedge Provider hereby agrees that, notwithstanding anything to the contrary that may be set forth in any Security Document, no Hedge Provider, other than the Collateral Agent, in its capacity

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as such and as the holder of the Liens for the benefit of the Secured Parties under the Security Documents, shall have any right individually to realize upon any Liens granted under the Security Documents or take action against the Collateral, it being understood and agreed that such remedies may be exercised only by the Collateral Agent under the Security Documents for the benefit of the Secured Parties.

Section 3.6 Contesting Liens. Each of the parties hereto agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by the Collateral Agent for the benefit of the Secured Parties in all or any part of the Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of Collateral Agent or any Hedge Provider to enforce this Agreement.

Section 3.7 Enforceability of Hedge Obligations. Each Hedge Provider agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any of the Secured Obligations or any Security Document or the validity, attachment, perfection or priority of any Lien under any Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral by the Collateral Agent in accordance with the provisions of this Agreement and the Security Documents, (iii) it will not institute any suit nor will it assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral, and the Collateral Agent shall not be liable for any action taken or omitted to be taken by the Collateral Agent with respect to any Collateral so long as such action is or was taken or omitted to be taken in accordance with the provisions of this Agreement and the Security Documents, (iv) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (v) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent or any Hedge Provider to enforce this Agreement.

Section 3.8 No Waiver. No failure on the part of the Collateral Agent or any Hedge Provider to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Hedging Facility Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Hedging Facility Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Secured Parties hereunder and under the other Hedging Facility Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Security Document or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by Section 10.1, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, entering into transactions under any Approved Master Agreement shall not be construed as a waiver of any Triggering Event or Potential Event of Default, regardless of whether Collateral Agent or any Hedge Provider may have had notice or knowledge of such Triggering Event or Potential Event of Default at the time.

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Section 3.9 Application of Proceeds. (a) The Collateral Agent will apply and any payment, proceeds or recovery from any Obligor, including the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, in the following order of application:

FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Collateral Agent in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the Secured Obligations, and to any other Collateral Agent obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder;

SECOND, (i) with respect to proceeds from Collateral of a Participating Partnership or a recovery from a Participating Partnership, ratably to the Hedge Providers that have Approved Master Agreements with such Participating Partnership, to pay all Hedge Obligations then owing to such Hedge Providers in respect of the Hedge Transactions pursuant to such Approved Master Agreements as determined pursuant to Section 3.9(b) and (ii) with respect to any recovery from the Master General Partner to the extent not constituting Collateral or the Property of any Participating Partnership, ratably to all Hedge Providers, to pay all Hedge Obligations then owing to the Hedge Providers as determined pursuant to Section 3.9(b); and

THIRD, any surplus then remaining shall be paid to the Master General Partner, the Participating Partnerships or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of this Section 3.9(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Agent’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Secured Obligations).

(b) Upon receipt of any proceeds from enforcement to be distributed pursuant to the preceding subsection (a), the Collateral Agent shall give Hedge Providers notice thereof, and each Hedge Provider shall within three (3) Business Days after receipt thereof notify the Collateral Agent of the amount of Hedge Obligations owing to it as of the date of such notice from the Collateral Agent. Such notification shall state the amount of its Hedge Obligations and how much is then due and owing. If requested by the Collateral Agent, each Hedge Provider shall demonstrate that the amounts set forth in its notice are actually owing to such Hedge Provider to the reasonable satisfaction of the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent may conclusively rely on information in such notices without investigation. Collateral Agent shall use such amounts to determine each Hedge Provider’s ratable share.

(c) Except as provided in Section 3.4, nothing in this Agreement shall impair the right of any Hedge Provider to exercise its rights of set-off, offset or netting, if any, under the Approved Master Agreements with respect to payment obligations owing to and by any Participating Partnership, provided that no Hedge Provider shall have any obligation to set-off, offset or net any payment obligations owing to and by any other Hedge Provider.

Article IV

Master General Partner

Section 4.1 Master General Partner Liability.

(a) The Master General Partner shall be responsible for all Participating Partnerships Obligations and shall be liable in respect of all Hedge Transactions entered into by any Participating Partnership with any Hedge Provider. The liability of the Master General Partner for each Hedge Transaction shall be, primary and not secondary, and joint and several with respect to each Participating Partnership that is a party to such Hedge Transaction.

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(b) The Master General Partner acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee for obligations of Persons other than the Master General Partner and that such guarantee is absolute, irrevocable and unconditional under any and all circumstances. In full recognition and furtherance of the foregoing, the Master General Partner understands and agrees, to the fullest extent permitted under applicable law, that it shall remain obligated hereunder and the enforceability and effectiveness of this Agreement and the liability of the Master General Partner, and the rights, remedies, powers and privileges of the Collateral Agent and the other Secured Parties under this Agreement and the other Hedging Facility Documents shall not be affected, limited, reduced, discharged or terminated in any way as a result of: (i) the Secured Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, being from time to time, in whole or in part, renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, the Collateral Agent or any other Secured Party; (ii) this Agreement and any other Hedging Facility Documents being amended, modified, supplemented or terminated, in whole or in part, (iii) any Obligor or any other Person from time to time accepting or entering into new or additional agreements, security documents, guarantees or other instruments in addition to, in exchange for or relative to, any Hedging Facility Document, all or any part of the Secured Obligations or any collateral now or in the future serving as security for the Secured Obligations, (iv) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations being sold, exchanged, waived, surrendered or released, or (v) any other event shall occur which constitutes a defense or release of sureties generally, except for indefeasible payment in full of the Secured Obligations.

(c) The Master General Partner hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of, (i) the illegality, invalidity or unenforceability of this Agreement, any other Hedging Facility Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Obligor or any other Person against the Collateral Agent or any other Secured Party, (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Obligor or any other Person at any time liable for the payment of all or part of the Secured Obligations or the failure of the Collateral Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; (iv) any sale, lease or transfer of any or all of the assets of any Obligor, (v) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Secured Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, (vi) any failure of the Collateral Agent or any other Secured Party to marshal assets in favor of any Obligor or any other Person, to exhaust any collateral for all or any part of the Secured Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Obligor or any other Person or to take any action whatsoever to mitigate or reduce the Master General Partner’s liability under this Agreement or any other Hedging Facility Agreement, (vii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, or which might be available to a surety or guarantor, in bankruptcy or in any other instance, (viii) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor, and (ix) any statute of limitations affecting the Master General Partner’s liability hereunder or the enforcement thereof.

(d) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Master General Partner, the Collateral Agent or any other Secured Party

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may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any other Obligor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from such Obligor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of such Obligor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Master General Partner of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any other Secured Party against the Master General Partner. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Section 4.2 Subordination of Operator’s Lien.

(a) Any and all Liens on any Collateral now existing or hereafter created or arising in favor of the Master General Partner in its capacity as operator of record of the Oil and Gas Properties and the Hydrocarbon Interests of the Participating Partnerships (the “Operator”) or otherwise (including, without limitation, any operator’s liens, mineral contractors liens, mechanics and materialmen’s liens or any other similar liens) securing any obligations of any Participating Partnership owing or to be owing to the Master General Partner, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (the “Subordinate Obligations”), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens on any Collateral now existing or hereafter created or arising in favor of the Collateral Agent, for the benefit of the Secured Parties, securing any of the Secured Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which the Master General Partner may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any mortgage or other security instrument or any other document or agreement pursuant to which a Lien is granted in favor of the Master General Partner or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of the Collateral Agent securing any of the Secured Obligations are (x) subordinated to any Lien securing any Subordinate Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(b) Until the Discharge Date has occurred, whether or not an insolvency proceeding has been commenced by or against the Master General Partner or any Participating Partnership, the Collateral Agent shall have the exclusive right to take and continue any enforcement action with respect to the Collateral (including, without limitation, the enforcement or foreclosure of any Lien on the Collateral), without any consultation with or consent of the Operator or any other Person.

(c) The Master General Partner shall not object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any insolvency proceeding), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral granted to the Collateral Agent to secure any of the Secured Obligations. Notwithstanding any failure by the Collateral Agent or any Secured Party to perfect its Liens in any Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in any Collateral granted to the Collateral Agent or any Secured Party, the priority and rights as between the Collateral Agent and the Master General Partner with respect to the Collateral shall be as set forth herein. In the event that the Master General Partner becomes a judgment lien creditor in respect of the Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes to the same extent as all other Liens securing the Subordinate Obligations are subject to the terms of this Agreement.

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(d) The Master General Partner acknowledges that a portion of the Secured Obligations represents Hedge Obligations and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced, and that the terms of the Secured Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Secured Obligations may be increased, or replaced, in each event, without notice to or consent by the Master General Partner and without affecting the provisions hereof. The lien priorities provided in this Section 4.2 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, increase, replacement, renewal, restatement of either the Secured Obligations or the Subordinate Obligations, or any portion thereof.

(e) Should the Master General Partner, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral, or fail to take any action required by this Agreement, the Collateral Agent (in its own name or otherwise) may obtain relief against the Master General Partner by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Master General Partner that (i) the Collateral Agent’s and the Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) the Master General Partner waives any defense that the Collateral Agent and or any Secured Party cannot demonstrate damage and/or be made whole by the awarding of damages. If the Master General Partner realizes any proceeds or payment in respect of any such Collateral, whether by the exercise of any rights available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies, at any time prior to the Discharge Date, then it shall hold such Collateral, proceeds or payment in trust for the Collateral Agent and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 3.9.

Section 4.3 Application of Collateral. Upon and during the continuance of an Event of Default, the Master General Partner shall, at the instruction of the Collateral Agent, promptly transfer to the Collateral Agent any Collateral (including proceeds thereof) in the possession or control of the Master General Partner to be applied and distributed by the Collateral Agent in accordance with the provisions of Section 3.9.

Section 4.4 Subrogation. The Master General Partner will be subrogated to all rights of the Collateral Agent or any other Secured Party against any Participating Partnership in respect of amounts paid by the Master General Partner, but it shall not enforce or be entitled to receive any payments arising out of or based upon such right of subrogation until the earlier to occur of (a) the Discharge Date or (b) the withdrawal of such Participating Partnership in accordance with Section 10.18. If any amount is paid to the Master General Partner by such Participating Partnership on account of subrogation rights prior to such date, the Master General Partner shall hold such amount in trust for the benefit of the Collateral Agent and other Secured Parties and shall promptly pay such amount to the Collateral Agent.

Article V

Representations and Warranties

Section 5.1 Representations and Warranties of each Obligor. To induce the Collateral Agent and the Hedge Providers to enter into this Agreement and to enter into Hedge Transactions, each Obligor represents and warrants to the Collateral Agent and each Hedge Provider that, as of the date hereof, the Effective Date, each date that a Hedge Transaction is executed by it, and each date Collateral is delivered or granted to the Collateral Agent:

(a) Organization; Powers. Such Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its Properties and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

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(b) Authority; Enforceability. The performance under the Hedging Facility Documents to which such Obligor is a party are within such Obligor’s corporate powers and have been duly authorized by all necessary partnership, corporate and, if required, member action. Each Hedging Facility Document to which such Obligor is a party has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law

(c) Approvals; No Conflicts. The execution, delivery and performance of any Hedging Facility Document by such Obligor (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Hedging Facility Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of any Security Documents, including any financing statements, contemplated thereunder, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Law or the Organizational Documents of any Obligor, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Obligor or its Properties, or give rise to a right thereunder to require any payment to be made by such Obligor and (d) will not result in the creation or imposition of any Lien on any Property of such Obligor (other than the Liens created by the Security Documents.

(d) Compliance with Laws; No Default.

(i) Such Obligor (A) is in compliance with all Laws, including all Environmental Laws, applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and (B) possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except in each case where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(ii) Such Obligor is not in default and no event or circumstance has occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require such Obligor to redeem or make any offer to redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which such Obligor or any of its Properties is bound.

Section 5.2 Representations and Warranties of each Participating Partnership. To induce the Collateral Agent and the Hedge Providers to enter into this Agreement and to enter into Hedge

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Transactions, each Participating Partnership represents and warrants to the Collateral Agent and each Hedge Provider that, as of the date hereof, the Effective Date, each date that a Hedge Transaction is executed by it, and each date Collateral is delivered or granted to the Collateral Agent:

(a) Properties; Titles, Etc.

(i) Subject to Immaterial Title Deficiencies, such Participating Partnership specified as an owner of Hydrocarbon Interests in the most recently delivered Reserve Report had, as of the date evaluated in such Reserve Report, direct, good and defensible title as such owner of a fee or leasehold interest to the Oil and Gas Properties evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Participating Partnership Obligations of such Participating Partnership. Such Participating Partnership has good title to all personal Properties owned, or purported to be owned, by it free and clear of all Liens except Liens permitted by Section 7.2. After giving full effect to the Excepted Liens, such Participating Partnership specified as an owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such Participating Partnership to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in such Participating Partnership’s net revenue interest in such Property other than as reflected in such Reserve Report. All information contained in the most recently delivered Reserve Report with respect to such Participating Partnership is true and correct in all material respects as of the date to which such Reserve Report relates.

(ii) All material leases and agreements necessary for the conduct of the business of the such Participating Partnership are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, except as in each case could not reasonably be expected to result in a Material Adverse Effect.

(iii) The rights and Properties presently owned, leased or licensed by such Participating Partnership including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit such Participating Partnership to conduct its business in all material respects in the same manner as its business has been conducted prior to the date hereof.

(iv) All of the Properties of such Participating Partnership which are reasonably necessary for the material operation of its business are in good working condition and are maintained in accordance with prudent business standards. Such Participating Partnership owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

(b) Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of such Participating Partnership have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Laws and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts

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and agreements forming a part of such Oil and Gas Properties. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (a) no Oil and Gas Property owned (whether in fee or by leasehold) by such Participating Partnership is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (b) none of the wells comprising a part of the Oil and Gas Properties owned (whether in fee or by leasehold) by such Participating Partnership (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by Law, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties). All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by such Participating Partnership that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by such Participating Partnership, in a manner consistent with such Participating Partnership’s past practices (other than those the failure of which to maintain in accordance with this Section 5.2(b) could not reasonably be expect to have a Material Adverse Effect).

(c) Gas Imbalances. As of the date hereof, on a net basis there are no gas imbalances or other prepayments made to such Participating Partnership with respect to the Oil and Gas Properties of such Participating Partnership evaluated in the Initial Reserve Report that would require such Participating Partnership to deliver and transfer ownership of at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons.

(d) Marketing of Production. Except as disclosed in writing to the Collateral Agent, no agreements exist which are not cancelable by such Participating Partnership on 60 days’ notice or less without penalty to such Participating Partnership or detriment for the sale of production from such Participating Partnership’s Hydrocarbons (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six months from the date hereof or the most recently delivered Reserve Report (in the case of each other such agreement).

(e) Valid Mortgage; Security Interest. Each of the Mortgages and the Security Agreement executed and delivered by such Participating Partnership is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Collateral described therein and proceeds thereof, and when such Mortgages are filed in the jurisdictions where the Collateral of such Participating Partnership is located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Participating Partnership in the Collateral and the proceeds thereof, as security for the Participating Partnership Obligations of such Participating Partnership, in each case prior and superior in right to any other Person and free and clear of all Liens and encumbrances except Liens permitted by Section 7.2.

(f) Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the actual knowledge of such Participating Partnership, threatened by or against such Participating Partnership or against any of its respective Properties or revenues (i) with respect to any of the Hedging Facility Documents or any of the transactions contemplated thereby or (ii) that could reasonably be expected to have a Material Adverse Effect.

(g) Taxes. Such Participating Partnership has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to

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have been paid by it, except (i) taxes that are being contested in good faith by appropriate proceedings and for which such Participating Partnership has set aside on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of such Participating Partnership in respect of taxes and other governmental charges are, in the reasonable opinion of such Participating Partnership. No tax Lien has been filed and no claim is being asserted with respect to any such tax or other such governmental charge.

(h) Solvency. Such Participating Partnership is Solvent.

Section 5.3 Representations and Warranties of the Master General Partner. To induce the Collateral Agent and the Hedge Providers to enter into this Agreement and to enter into Hedge Transactions, the Master General Partner represents and warrants to the Collateral Agent and each Hedge Provider that, as of the date hereof, the Effective Date, each date that a Hedge Transaction is executed, and each date Collateral is delivered or granted to the Collateral Agent:

(a) Limited Purpose. The business and operations of the Master General Partner is limited to holding Equity Interests in the Designated Partnerships and other Persons, serving as the operator of the Oil and Gas Properties of the Designated Properties and other Persons and matters incidental to the foregoing.

(b) Sole General Partner and Operator. The Master General Partner is a wholly-owned subsidiary of the Parent and is the sole general partner or sole managing member of each Participating Partnership. It is the sole Operator with respect to the Oil and Gas Properties of each Participating Partnership.

(c) Disclosure; No Material Misstatements. The Master General Partner has disclosed to the Collateral Agent all agreements, instruments and corporate or other restrictions to which it or any Participating Partnership is subject, and all other matters known to it, that in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of any Obligor to the Collateral Agent or any Hedge Provider or any of their Affiliates in connection with the negotiation of this Agreement or any other Hedging Facility Document or delivered hereunder or under any other Hedging Facility Document (as modified or supplemented by other information so furnished, collectively, the “Information”) contained, as of the date delivered, any material misstatement of fact or omitted to state, as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the Effective Date, the Information does not contain any misstatement of fact or omit to state any fact that would make the Information, taken as a whole and viewed in the light of the circumstances under which the Information was prepared, misleading in any material respect.

(d) Absence of Events of Default. No Event of Default or Senior Credit Agreement Default has occurred and is continuing.

Article VI

Affirmative Covenants

From the Effective Date until the occurrence of the Discharge Date:

Section 6.1 Financial Statements; Other Information. The Master General Partner will furnish to the Collateral Agent and each Hedge Provider:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 100 days after the end of each fiscal year of each Participating Partnership, such Participating Partnership’s audited balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (with an unqualified opinion as to “going concern” and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of such Participating Partnership on a in accordance with GAAP consistently applied.

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(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 55 days after the end of each of the first three fiscal quarters of each fiscal year of each Participating Partnership, such Participating Partnership’s balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of such Participating Partnership in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Documents required to be delivered pursuant to Sections 6.1(a) and 6.1(b) may be delivered electronically and shall be deemed to have been delivered on the date on which such Participating Partnership posts such documents to EDGAR (or such other free, publicly-accessible Internet database that may be established and maintained by the SEC as a substitute for or successor to EDGAR) so long as such Participating Partnership delivers to the Collateral Agent, promptly following any such posting, instructions regarding the Internet address of or link to each such filing.

(c) Certificate of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 6.1(a) or Section 6.1(b), a compliance certificate of a Financial Officer of the Master General Partner in substantially the form of Exhibit F hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto.

(d) Certificate of Financial Officer – Hedging Schedule. Concurrently with the delivery of financial statements under Section 6.1(a) or Section 6.1(b), a certificate of a Financial Officer, in form and substance reasonably satisfactory to the Collateral Agent, setting forth as of a recent date, a true and complete list of all Hedge Transactions of each Participating Partnership, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, and the Hedge Provider of each such Hedge Transaction. The Collateral Agent shall not disclose any individual Hedge Provider’s information described in such report to any of the other Hedge Providers; provided that Collateral Agent may disclose to all Hedge Providers the aggregate marked-to-market position of all Hedge Providers so long as such disclosure excludes data identifying any individual Hedge Provider.

(e) Certificate of Insurer – Insurance Coverage. Within 30 days following the reasonable request by the Collateral Agent, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 6.5, in form and substance reasonably satisfactory to the Collateral Agent, and, if also reasonably requested by the Collateral Agent all copies of the applicable policies.

(f) Notice of Casualty Events. With respect to any Participating Partnership, prompt written notice, and in any event within three Business Days, after the Master General Partner obtains knowledge thereof, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

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(g) Production Reports and Lease Operating Statements. Within 60 days after the end of each quarter, a report setting forth, for such quarter, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) from the Oil and Gas Properties of each Participating Partnership. With the delivery of each Reserve Report, the Master General Partner shall deliver a report setting forth the lease operating expenses attributable to the Oil and Gas Properties and incurred for the applicable period since the last such report, based on the actual lease operating statements for such Oil and Gas Properties of each Participating Partnership.

(h) Notice of Amendments to Organizational Documents. In the event any Obligor intends to amend or otherwise modify its Organizational Documents in a manner that could reasonably be expected to be materially adverse to the Collateral Agent or any other Secured Party, the Master General Partner shall deliver to the Collateral Agent reasonable prior written notice of (and a final, unexecuted copy of) such amendment or other modification and any other details thereof reasonably requested by the Collateral Agent.

(i) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Master General Partner or any Participating Partnership or compliance with the terms of this Agreement or any other Hedging Facility Document, as the Collateral Agent may reasonably request.

Section 6.2 Notices of Material Events. The Master General Partner will furnish to the Collateral Agent prompt written notice of the following:

(a) the occurrence of any Event of Default, Triggering Event or Senior Credit Agreement Default.

(b) any Hedge Provider becoming a “Defaulting Party” (as defined in an Approved Master Agreement).

(c) the termination of any Approved Master Agreement, such notice to be accompanied by a calculation in reasonable detail of the Termination Amount in respect thereof or, if such calculation is not available promptly, the Master General Partner shall give notice of such give notice of such calculation when it becomes available.

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Section 6.3 Existence; Conduct of Business. Each Obligor will, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which the nature of the business conducted by it requires such qualification, except where the failure to do any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

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Section 6.4 Operation and Maintenance of Properties. Each Obligor will, except to the extent any failure to do so could not reasonably be expected to result in a Material Adverse Effect:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Laws including those from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom.

(b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities, except to the extent a portion of such Property is no longer capable of producing Hydrocarbons in economically reasonable amounts; provided that the foregoing shall not prohibit any sale of any assets permitted by Section 7.6.

(c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, and expenses accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.

(d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties.

Section 6.5 Insurance. Each Participating Partnership shall maintain in (or shall cause the Master General Partner to maintain on behalf of such Participating Partnership) (a) all insurance policies sufficient for the compliance by it with all Laws and all material agreements, (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of such Participating Partnership, and (c) all appropriate insurance policies to the extent contemplated or required under its Organizational Documents. With respect to such insurance policies of such Participating Partnership (or of the Master General Partner on behalf of such Participating Partnership), the Collateral Agent and the Hedge Providers shall be named as additional insureds in respect of such liability insurance policies and, (i) with respect to insurance policies of any such Participating Partnership, the Collateral Agent shall be named as loss payee with respect to Property loss insurance and (ii) with respect to insurance policies of the Master General Partner on behalf of any such Participating Partnership, and subject to the Intercreditor Agreement, the Administrative Agent shall be named as loss payee with respect to Property loss insurance.

Section 6.6 Books and Records; Inspection Rights. Each Obligor will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Obligor will permit any representatives designated by the Collateral Agent, upon reasonable prior notice, to visit and inspect its Properties (accompanied by a representative of the Master General Partner), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Master General Partner shall be given the opportunity to participate in such discussions), all at such reasonable times during normal business hours and as often as reasonably requested.

Section 6.7 Compliance with Laws. Each Obligor will, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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Section 6.8 Further Assurances.

(a) Each Obligor will, promptly execute and deliver to the Collateral Agent all such other documents, agreements and instruments reasonably requested by the Collateral Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Obligor, in the Hedging Facility Documents, or to further evidence and more fully describe the Collateral, or to correct any omissions in this Agreement or the Security Documents, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to any of the Security Documents or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the reasonable discretion of the Collateral Agent, in connection therewith.

(b) Each Obligor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Property of each Participating Partnership without the signature of any Obligor where permitted by law. A carbon, photographic or other reproduction of the Security Document or any financing statement covering the Property of each Participating Partnership or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 6.9 Reserve Reports.

(a) On or before April 1 and October 1 of each year, commencing April 1, 2012, the Master General Partner shall furnish to the Collateral Agent a Reserve Report (which Reserve Report shall be made available to the Hedge Providers by the Collateral Agent). The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. The Master General Partner may, but shall not be obligated to, furnish to the Collateral Agent interim Reserve Reports prepared as of March 31 (to be delivered on or before July 1 of such year) and September 30 of each year (to be delivered on or before January 1 of the next year). The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. All other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Master General Partner and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Master General Partner shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31. Each Reserve Report shall identify which of the Oil and Gas Properties included in such Reserve Report are owned by each Participating Partnership, and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned by a Participating Partnership.

(b) With the delivery of each Reserve Report, the Master General Partner shall provide to the Collateral Agent and the Hedge Providers a certificate substantially in the form of Exhibit G from a Responsible Officer certifying that in all material respects, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 5.2(a) remain true and correct as of the date of such certificate, (iii) except as set forth on an exhibit to the

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certificate, on a net basis there are no gas imbalances or other prepayments made to any Participating Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require such Participating Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of any Participating Partnership have been sold since the date of the last determination except as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Collateral Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which are not cancelable by a Participating Partnership on 60 days’ notice or less without penalty to such Participating Partnership or detriment for the sale of production from such Participating Partnership’s Hydrocarbons (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (A) pertain to the sale of production at a fixed price and (B) have a maturity or expiry date of longer than six months from the most recently delivered Reserve Report and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Section 6.10 Title Information.

(a) The Master General Partner shall, at all times during the term of this Agreement, make available for review by the Collateral Agent and the Hedge Providers at the chief executive office of the Master General Partner (or such other location as the Master General Partner may reasonably select) during normal business hours upon reasonable advance notice to the Master General Partner, title information reasonably requested by the Collateral Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.

(b) In connection with the delivery of each Reserve Report under Section 6.9(a), the Master General Partner shall take all commercially reasonable efforts to ensure that the Collateral Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 6.9(a), title information (reasonably satisfactory to the Collateral Agent) as the Collateral Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Collateral Agent shall have received, together with title information previously reviewed by the Collateral Agent, the Minimum Title Information with respect to each Participating Partnership.

(c) If the Master General Partner has provided or made reasonably available title information for Properties under Section 6.10(a) or Section 6.10(b), the Master General Partner shall, within 90 days of notice from the Collateral Agent that the Collateral Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties of a Participating Partnership, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 7.2, or (ii) deliver title information in form and substance reasonably satisfactory to the Collateral Agent with respect to other Oil and Gas Properties of such Participating Partnership so that the Collateral Agent shall have received, together with title information previously delivered to the Collateral Agent with respect to such Participating Partnership, the Minimum Title Information with respect to Oil and Gas Properties of such Participating Partnership evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies).

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Section 6.11 Additional Collateral.

(a) The Master General Partner shall review each Reserve Report prepared pursuant to Section 6.9(a) and the Oil and Gas Properties of each Participating Partnership subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties of any Participating Partnership that are subject to a Mortgage is less than the Required Mortgage Value, then such Participating Partnership shall grant within 45 days of the delivery of the certificate referred to in Section 6.9(b) to the Collateral Agent as security for the Participating Partnership Obligations of such Participating Partnership a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such additional Oil and Gas Properties of such Participating Partnership to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of the Mortgages or other Security Documents, all in form and substance reasonably satisfactory to the Collateral Agent.

(b) In the event that any Participating Partnership acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, such Participating Partnership shall, execute and deliver any Security Documents reasonably required by the Collateral Agent in order to create a first-priority security interest and Lien in such Property.

(c) In connection with any execution and delivery of any Mortgages or other Security Documents pursuant to this Section 6.11, such Participating Partnership shall deliver such opinions of counsel covering such matters as reasonably requested by the Collateral Agent.

Article VII

Negative Covenants

From the Effective Date until the occurrence of the Discharge Date:

Section 7.1 Debt. Each Participating Partnership will not, incur, create, assume or suffer to exist any Debt, except:

(a) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.

(b) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000.00 in the aggregate at any time outstanding.

(c) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business.

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(d) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by such Obligor in the ordinary course of business against insufficient funds.

(e) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default.

Section 7.2 Liens. Each Participating Partnership will not create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens granted pursuant to the Security Documents to secure any Secured Obligation.

(b) Excepted Liens and Immaterial Title Deficiencies.

(c) Liens securing Capital Leases and Purchase Money Debt permitted by Section 7.1(b) but only on the Property that is the subject of such Capital Lease or Purchase Money Debt and on other Property reasonably related thereto.

(d) Liens on Property (and proceeds thereof) securing (i) such Participating Partnership’s obligations in respect of bankers’ acceptances issued or created for the account of such Participating Partnership, to facilitate the purchase, shipment or storage of Property or (ii) reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for Property; provided that the aggregate amount of obligations secured by Liens permitted under this Section 7.2(d) shall not exceed $1,000,000.00 at any time outstanding.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 7.2 (other than Liens securing Participating Partnership Obligations, Excepted Liens, and Immaterial Title Deficiencies) may at any time attach to any Oil and Gas Properties directly owned by such Participating Partnership and evaluated in the most recently delivered Reserve Report.

Section 7.3 Restricted Payments.

Each Participating Partnership will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except each Participating Partnership may make Restricted Payments (including, without limitation, the declaration and payment of cash distributions to its Equity Interest holders) if no Default or Event of Default has occurred and is continuing or would result therefrom.

Section 7.4 Investments, Loans and Advances. Each Participating Partnership will not make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) accounts receivable and extensions of trade credit arising in the ordinary course of business.

(b) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.

(c) commercial paper maturing within one year from the date of creation thereof rated no lower than A-2 or P-2 by S&P or Moody’s, respectively.

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(d) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Hedge Provider or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports), and has a short term deposit rating of no lower than A-2 or P-2, as such rating is set forth from time to time, by S&P or Moody’s, respectively.

(e) purchases of the securities of money market funds investing exclusively in Investments described in Section 7.4(b), (c) or (d).

(f) loans or advances to employees, consultants, officers or directors of such Obligor or any of the Participating Partnerships, in each case in the ordinary course of business and consistent with past practices, so long as such Investments do not exceed $500,000.00 at any time outstanding.

(g) Investments in stock, obligations or securities received upon the enforcement of any Lien in favor of such Obligor.

(h) Investments permitted by Section 7.3.

(i) capital stock, promissory notes and other similar non-cash consideration received by any Participating Partnership in connection with any transaction permitted by Section 7.6.

(j) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to such Obligor.

Section 7.5 Nature of Business; International Operations; Subsidiaries. No Participating Partnership will allow any material change to be made in the character of its business as an independent oil and gas exploration, production and transportation company. From and after the date hereof, no Participating Partnership will acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States and Canada. No Participating Partnership will create or acquire any subsidiary.

Section 7.6 Sale of Properties. Each Participating Partnership, so long as a Hedge Transaction is then in effect with respect to such Participating Partnership, will not sell, assign, farm-out, convey or otherwise transfer any Property except for:

(a) the sale or other transfer of Hydrocarbons and other Property in the ordinary course of business and consistent with past practices.

(b) farmouts of undeveloped acreage, zone or depths and assignments in connection with such farmouts.

(c) the sale or transfer of equipment that is no longer necessary for the business of such Participating Partnership or is replaced by equipment of similar value and use.

(d) dispositions of Investments made pursuant to Sections 7.4(b), 7.4(c), 7.4(d) and 7.4(e).

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(e) dispositions of Property in connection with a sale-leaseback transaction as long as the Debt incurred in connection therewith is permitted by Section 7.1.

Section 7.7 Negative Pledge Agreements; Dividend Restrictions. Each Participating Partnership will not create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Collateral Agent and the Secured Parties or restricts such Participating Partnership from paying dividends or making distributions, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Documents, (b) any leases or licenses or similar contracts as they affect any Property or Lien, and (c) any agreements governing Debt permitted by Section 7.1 incurred by such Participating Partnership.

Section 7.8 Gas Imbalances. Each Participating Partnership will not allow on a net basis, gas imbalances or other prepayments or other prepayments made to such Participating Partnership with respect to the Oil and Gas Properties of such Participating Partnership that would require such Participating Partnership to deliver and transfer ownership at some future time volumes of their respective Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $1,000,000 without receiving full payment therefore at the time of delivery of those Hydrocarbons.

Section 7.9 Tax Status as Partnership; Organizational Documents. Each Participating Partnership will not alter its status as a partnership for purposes of United States Federal Income taxes. Each Participating Partnership will not, amend or modify any provision of its Organizational Documents, if such amendment or modification could reasonably be expected to have a Material Adverse Effect.

Section 7.10 Change in Name, Location or Fiscal Year. Each Participating Partnership will not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which any Mortgaged Property is held or stored (other than locations where such Participating Partnership is a lessee with respect to any oil and gas lease), or the location of its records concerning the Mortgaged Property as set forth in the Security Agreement to which it is a party, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Collateral Agent shall have received at least five Business Days prior written notice of such change and any reasonable action requested by the Collateral Agent in connection therewith has been, or will be contemporaneously therewith, completed or taken (including any action to continue the perfection of any Liens in favor of the Collateral Agent, on behalf of such Participating Partnership), provided that, any new location shall be in the United States. Each Obligor will not change its fiscal year which currently ends on December 31.

Section 7.11 Mergers, Etc. No Participating Partnership will merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”).

Section 7.12 Transactions with Affiliates. No Participating Partnership will enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Master General Partner and Anthem Securities, Inc.) unless such transactions are otherwise permitted under the Hedging Facility Documents and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

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Section 7.13 Margin. In no event shall any Approved Master Agreement contain any requirement, agreement or covenant for any Participating Partnership to post collateral (other than in accordance with this Agreement) or margin to secure its obligations under such Approved Master Agreement or to cover market exposure.

Article VIII

Events of Default; Remedies

Section 8.1 Events of Default. One or more of the following events shall constitute an “Event of Default”:

(a) a Triggering Event shall have occurred and be continuing.

(b) any representation or warranty made or deemed made by or on behalf of an Obligor in or in connection with any Hedging Facility Document shall prove to have been incorrect when made or deemed made in any material respect.

(c) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Section 6.2(a) or Article VII.

(d) the Master General Partner shall fail to observe or perform any covenant, condition or agreement contained in Section 2.1 of the Intercreditor Agreement, and such failure shall continue unremedied for a period of 10 Business Days after the earlier to occur of (i) written notice thereof from the Collateral Agent to the Master General Partner or (ii) a Responsible Officer of the Master General Partner otherwise becoming aware of such default.

(e) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Sections 8.1(a), (b), (c) or (d)), or any other Hedging Facility Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) written notice thereof from the Collateral Agent to the Master General Partner or (ii) a Responsible Officer of an Obligor otherwise becoming aware of such default.

(f) the obligations under the Senior Credit Agreement have been accelerated and declared immediately due and payable in accordance with its terms or a Senior Credit Agreement Event of Default under Sections 10.01(a), 10.01(b), 10.01(g), 10.01(h), or (solely as a result of a breach Section 9.01 of the Senior Credit Agreement) 10.01(d) of the Senior Credit Agreement in effect as of the Effective Date (or any analogous or successor provision) has occurred and is continuing.

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Obligor or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered.

(h) any Obligor shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy,

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insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(g), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing.

(i) any Obligor shall become unable, admit in writing its inability, or fail generally to pay its debts as they become due.

(j) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Obligor, or any combination thereof, and all such judgments shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof.

(k) any provision of the Hedging Facility Documents material to the rights and interests of the Secured Parties shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against any Obligor or any provision of the Hedging Facility Documents shall be repudiated, or cease to create a valid and perfected Lien of the priority required thereby on any portion of the collateral purported to be covered thereby that is material to the rights and interests of the Secured Parties, or any Obligor shall so state in writing.

(l) a Change of Control shall occur.

Section 8.2 Remedies. In the case of an Event of Default at any time thereafter during the continuance of such Event of Default, the Collateral Agent may, or at the direction of any Notifying Hedge Provider under a Notice of Triggering Event shall, by notice to the Master General Partner and each Hedge Provider, enforce all rights and commence any or all remedies available to it under this Agreement, any other Hedging Facility Document, or at law and in equity with respect to the Master General Partner and any applicable Participating Partnership for which a Triggering Event has occurred.

Article IX

Collateral Agent

Section 9.1 Appointment and Authorization of Collateral Agent. Each Hedge Provider hereby irrevocably (subject to Section 9.9) appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Hedging Facility Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Hedging Facility Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Hedging Facility Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Hedge Provider, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Hedging Facility Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Hedging Facility Document with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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Section 9.2 Delegation of Duties. The Collateral Agent may execute any of its duties under this Agreement or any other Hedging Facility Document by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects in the absence of gross negligence or willful misconduct.

Section 9.3 Default; Collateral.

(a) Upon the occurrence and continuance of a Default or Event of Default, the Collateral Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Collateral Agent shall have received instructions from a Notifying Hedge Provider pursuant to Section 8.2. All rights of action under the Hedging Facility Documents and all right to the Mortgaged Properties hereunder may be enforced by the Collateral Agent and any suit or proceeding instituted by the Collateral Agent in furtherance of such enforcement shall be brought in its name as the Collateral Agent without the necessity of joining as plaintiffs or defendants any Hedge Provider, and the recovery of any judgment shall be for the benefit of the Hedge Providers subject to the expenses of the Collateral Agent. In actions with respect to any Property of any Obligor, the Collateral Agent is acting for the ratable benefit of each Hedge Provider.

(b) Each Hedge Provider authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement on behalf of and for the benefit of the Hedge Providers (or if previously entered into, hereby ratifies the Collateral Agent’s previously entering into such agreements and Security Documents).

(c) Except to the extent unanimity is required hereunder, each Hedge Provider agrees that any action taken by a Hedge Provider Majority in accordance with the provisions of the Hedging Facility Documents, and the exercise by a Hedge Provider Majority of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Hedge Providers.

(d) The Collateral Agent is hereby authorized on behalf of the Hedge Providers, without the necessity of any notice to or further consent from any Hedge Provider, from time to time to take any action with respect to any Mortgaged Property or Security Document which may be necessary to perfect and maintain perfected the Liens upon the Mortgaged Properties granted pursuant to the Security Document.

(e) The Collateral Agent shall not have any obligation whatsoever to any Hedge Provider or to any other Person to assure that the Mortgaged Property exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Collateral Agent (or any predecessor collateral agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights granted or available to the Collateral Agent in this Section 9.3 or in any Security Document; IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTIES, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, THE COLLATERAL AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN THE COLLATERAL AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTIES AS ONE OF THE HEDGE PROVIDERS AND THAT THE COLLATERAL AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY HEDGE PROVIDER, OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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(f) The Hedge Providers hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Mortgaged Property: (i) constituting property in which no Participating Partnership owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to a Participating Partnership under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Participating Partnership to be, renewed; or (iii) consisting of an instrument or other possessory collateral evidencing Debt or other obligations pledged to the Collateral Agent (for the benefit of the Secured Parties), if the Debt or obligations evidenced thereby has been paid in full or otherwise superseded. In addition, Hedge Providers irrevocably authorize the Collateral Agent to release Liens upon Mortgaged Property as contemplated herein, in the Intercreditor Agreement and in the other Hedging Facility Documents, or if approved, authorized, or ratified in writing by a Hedge Provider Majority. Upon request by the Collateral Agent at any time, the Hedge Providers will confirm in writing the Collateral Agent’s authority to release particular types or items of Mortgaged Property pursuant to this Section 9.3.

(g) In furtherance of the authorizations set forth in this Section 9.3, each Hedge Provider hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Hedge Provider (i) to enter into Security Documents (including, without limitation, any appointments of substitute trustees under any Security Documents), (ii) to take action with respect to the Mortgaged Properties and Security Documents to perfect, maintain, and preserve the Hedge Providers’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Mortgaged Property to the extent authorized herein or in the other Hedging Facility Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Collateral Agent’s power, as attorney, relative to the Mortgaged Property matters described in this Section 9.3. The powers and authorities herein conferred on the Collateral Agent may be exercised by the Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Collateral Agent (or any Person acting on behalf of the Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.3(g) to the Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Secured Obligations, or any part thereof, shall remain unpaid.

Section 9.4 Limitation of Liability. The Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Hedging Facility Document, except for its own gross negligence, bad faith or willful misconduct, in each case as determined by a final, non-appealable order by a court of competent jurisdiction.

Section 9.5 Entitled to Rely. The Collateral Agent may seek and rely upon, and shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by an Obligor in compliance with the provisions of this Agreement or delivered to it by any Hedge Provider for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Agent may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Hedging Facility Documents has been duly authorized to do so. To the extent an Officer’s Certificate or opinion of counsel is required or permitted under this

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Agreement to be delivered to the Collateral Agent in respect of any matter, the Collateral Agent may rely conclusively on Officer’s Certificate or opinion of counsel as to such matter and such Officer’s Certificate or opinion of counsel shall be full warranty and protection to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Hedging Facility Documents, in each case absent manifest error.

Section 9.6 Default; Triggering Event. The Collateral Agent will not be required to inquire as to the occurrence or absence of any Default, Event of Default, Senior Credit Agreement Default or Triggering Event and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any such event unless and until it is directed by a Notifying Hedge Provider pursuant to Section 8.2.

Section 9.7 Indemnity in favor of the Collateral Agent. Each Hedge Provider shall reimburse the Collateral Agent upon demand for its Applicable Hedge Provider Percentage share of any costs or out-of-pocket expenses (including counsel fees) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Hedging Facility Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Obligors. The undertaking in this Section 9.7 shall survive the termination of this Agreement and the resignation or replacement of the Collateral Agent.

Section 9.8 Limitations on Duty of Collateral Agent in Respect of Collateral. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Obligor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct (in each case as determined by a final, non-appealable order by a court of competent jurisdiction).

Section 9.9 Successor Collateral Agent. The Collateral Agent may resign at any time upon 30 days’ notice to the Hedge Providers with a copy of such notice to the Master General Partner. If the Collateral Agent resigns under this Agreement, a Hedge Provider Majority shall appoint from among the Hedge Providers a successor collateral agent for the Hedge Providers which successor collateral agent shall be consented to by the Master General Partner at all times other than during the existence of an Event of Default (which consent of the Master General Partner shall not be unreasonably withheld, delayed or conditioned). If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Hedge Providers and, so long as no Event of Default has occurred which is continuing, upon written approval of

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the Master General Partner (which approval of the Master General Partner shall not be unreasonably withheld, delayed or conditioned), a successor collateral agent from among the Hedge Providers. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article IX and Section 10.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Hedge Providers shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as a Hedge Provider Majority appoint a successor agent as provided for above.

Section 9.10 Collateral Agent May File Proof of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Obligor, the Collateral Agent (irrespective of whether the Collateral Agent shall have made any demand on such Obligor) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Hedge Providers and the Collateral Agent and their respective agents and counsel and all other amounts due the Hedge Providers and the Collateral Agent under Section 10.6) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Hedge Provider to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Hedge Providers, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its agents and counsel, and any other amounts due the Collateral Agent under Section 10.6.

Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Hedge Provider any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Hedge Provider or to authorize the Collateral Agent to vote in respect of the claim of any Hedge Provider in any such proceeding.

Section 9.11 Collateral Agent in its Individual Capacity. The Collateral Agent and its Affiliates may make loans to, engage in hedging transactions with, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Obligors as though it were not the Collateral Agent hereunder and without notice to or consent of the Hedge Providers. The Hedge Providers acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding the Obligors or their Affiliates (including information that may be subject to confidentiality obligations in favor of such Obligor or Affiliate) and acknowledge that the Collateral Agent shall be under no obligation to provide such

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information to them. With respect to the Hedge Transaction to which it may be a party, the Collateral Agent shall have the same rights and powers under this Agreement as any other Hedge Provider and may exercise such rights and powers as though it were not the Collateral Agent, and the terms “Hedge Provider” and “Hedge Providers” include the Collateral Agent in its individual capacity.

Article X

Miscellaneous Provisions

Section 10.1 Amendment. Neither this Agreement nor any provision hereof nor any other Hedging Facility Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Master General Partner, the Collateral Agent and Hedge Providers constituting a Hedge Provider Majority; provided, however, (a) any amendment, modification, consent or waiver that affects disproportionately the rights, obligations or duties of a Hedge Provider under this Agreement or any other Hedge Facility document shall require the approval of such Hedge Provider and (b) any amendment or modification to (i) the definition of “Hedge Provider Majority” contained in Section 1.1 hereof or (ii) Section 3.9 hereof shall require the approval of all Hedge Providers. Notwithstanding the foregoing, amendments, consents and waivers with respect to any Approved Master Agreement are permitted in accordance with the terms thereof to the extent not in conflict with the terms of this Agreement or any Security Document.

Section 10.2 Hedge Provider Majority. To the extent the approval of Hedge Providers is required under any Hedging Facility Document, each Hedge Provider will provide a written confirmation to the Collateral Agent at the time each such approval is required certifying as to such Hedge Provider’s notional volume of Hydrocarbons under all outstanding Approved Master Agreements, as more particularly described in the definition of “Hedge Provider Majority”. In making all determinations of approvals hereunder, the Collateral Agent shall be entitled to rely upon the notional volume of Hydrocarbons, as determined and reported to it by each Hedge Provider, and shall have no duty to independently ascertain such volumes.

Section 10.3 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby except that (i) other than in connection with a novation occurring under Section 3.2 of the Intercreditor Agreement, no Obligor may assign or otherwise transfer any of its rights or obligations hereunder or with respect to any Hedge Transaction without the prior written consent of the Collateral Agent, a Hedge Provider Majority, and with respect to any Participating Partnership, each Hedge Provider party to a Hedge Transaction with such Participating Partnership (and any attempted assignment or transfer by an Obligor without such consent shall be null and void) and (ii) no Hedge Provider may assign or otherwise transfer its rights or obligations hereunder or with respect to any Hedge Transaction except in accordance with Section 10.3(b). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) A Hedge Provider may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the Hedge Transactions to which it is a party; provided (i) the assignee is a Lender or an Affiliate of a Lender whose long term senior unsecured debt rating is equal to, or higher than, the Required Rating, (ii) the assignment of any Hedge Transaction is permitted under the Approved Master Agreement governing such Hedge Transaction, and (iii) the assignee, if not currently a Hedge Provider, shall become a Hedge Provider in accordance with Section 10.16. Any such assignment shall be effected by means of an assignment and assumption agreement acceptable to the

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Collateral Agent, and conforming to the requirements of any Approved Master Agreement. The assignment shall become effective as of the date specified in the assignment and assumption agreement upon its due execution by the parties thereto and delivery to the Collateral Agent.

Section 10.4 Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

If to the Collateral Agent:	Wells Fargo Bank, National Association 1525 W WT Harris Boulevard, 1st Floor
	MAC D1109-019
	Charlotte, North Carolina 28262-8522
	Fax: (704) 590-2706
	Attention: Agency Services
	with a copy to:
	Wells Fargo Bank, N.A. 1445 Ross Avenue, Suite 4500, T9216-451
	Dallas, Texas 75202 Fax: (214) 721-8215 Attention: Jason M. Hicks
If to the Master General Partner:	Atlas Resources, LLC 1845 Walnut Street, 10th Floor
	Philadelphia, Pennsylvania 19118
	Fax: (215) 405-3882 Attention: Sean McGrath
	Email: SMcGrath@atlasenergy.com
If to a Participating Partnership:	Atlas Resources, LLC 1845 Walnut Street, 10th Floor
	Philadelphia, Pennsylvania 19118
	Fax: (215) 405-3882 Attention: Sean McGrath
	Email: SMcGrath@atlasenergy.com

If to a Hedge Provider, to the address (or fax number) of such Hedge Provider provided in the applicable Approved Master Agreement.

Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 10.5 Entire Agreement. This Agreement the other Hedging Facility Documents and any separate letter agreements with respect to the fees payable to the Collateral Agent constitute the entire agreement of the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Agreement and the other Hedging Facility Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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Section 10.6 Expenses, Indemnity; Damage Waiver.

(a) Each Obligor shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Collateral Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Collateral Agent as to the rights and duties of the Collateral Agent and the Hedge Providers with respect thereto) of this Agreement and the other Hedging Facility Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Collateral Agent or any Hedge Provider in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Collateral Agent Hedge Provider, including the fees, charges and disbursements of any counsel for the Collateral Agent or any Hedge Provider, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Hedging Facility Document, including its rights under this Section 10.6

(b) Each Obligor shall indemnify the Collateral Agent, each Hedge Provider, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, defend and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Hedging Facility Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or the parties to any other Hedging Facility Document of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or by any other Hedging Facility Document, (ii) the failure of any Obligor to comply with the terms of any Hedging Facility Document, including this Agreement, or with any law, (iii) any inaccuracy of any representation or any breach of any warranty or covenant of any Obligor set forth in any of the Hedging Facility or any instruments, documents or certifications delivered in connection therewith, (iv) the operations of the business of the Obligors, (v) any assertion that the Secured Parties were not entitled to receive the proceeds received pursuant to the Security Documents, (vi) any Environmental Law applicable to any Obligor or any of their Properties, including without limitation, the presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or hazardous substances on any of their Properties, (vii) the breach or non-compliance by any Obligor with any Environmental Law applicable to any Obligor, (viii) the past ownership by any Obligor of any of their Properties or past activity on any of their Properties which, though lawful and fully permissible at the time, could result in present liability, (ix) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the Properties owned or operated by any Obligor or alleged presence or release of Hazardous Materials on or from any Property owned or operated by any Obligor, (x) any environmental liability related in any way to any Obligor, or (xi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, and such indemnity shall extend to each Indemnitee notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or

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an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnitees or by reason of strict liability imposed without fault on any one or more of the Indemnitees; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a final, nonappealable judgment of a court of competent jurisdiction.

(c) To the extent that the Obligors fail to pay any amount required to be paid by it to the Collateral Agent under Section 10.6(a) or Section 10.6(b), each Hedge Provider severally agrees to pay to the Collateral Agent such Hedge Provider’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent in its capacity as such.

(d) To the extent permitted by applicable law, each Obligor shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Hedging Facility Document or any agreement or instrument contemplated hereby or thereby.

(e) All amounts due under this Section 10.6 shall be payable promptly after written demand therefor.

(f) Notwithstanding anything to the contrary contained in this Agreement or any other Hedging Facility Document, no Participating Partnership shall be obligated to make any indemnification or expense reimbursement payment if such indemnification or expense reimbursement obligation arises from an underlying event or occurrence that (i) is directly traceable and attributable solely to Participating Partnership(s) other than such Participating Partnership and (ii) does not directly or indirectly involve, benefit, burden or relate in any way to such Participating Partnership (any such obligation, a “Traceable Obligation”, and any such Participating Partnership or group of Participating Partnerships to which such Traceable Obligation is attributable, the “Responsible Partnerships”). The Master General Partner and the Responsible Partnerships shall be, and any other Participating Partnerships shall not be, jointly and severally liable for Traceable Obligations. Any determination as to whether a Participating Partnership is obligated to make any indemnification or expense reimbursement payment pursuant to this Section 10.6(f) shall be made by the Collateral Agent in its sole discretion and any such determination shall be conclusive and binding upon the Participating Partnerships absent manifest error.

Section 10.7 Right of Setoff. If an Event of Default shall have occurred and be continuing each Secured Party and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Secured Party or Affiliate to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor owed to such Secured Party now or hereafter existing under this Agreement or any other Hedging Facility Agreement, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Hedging Facility Document and although such obligations may be unmatured. Such Secured Party shall promptly notify the Master General Partner and the Collateral Agent after any such set off and application made by such Secured Party, but the failure to give such notice will not affect the validity of such set off and application. The rights of each Secured Party under this Section 10.7 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party or its Affiliates may have.

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Section 10.8 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by any Obligor in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Hedging Facility Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Collateral Agent, any Hedge Provider may have had notice or knowledge of any Default or incorrect representation or warranty at the time any Hedge Transaction is entered into hereunder, and shall continue in full force and effect until the Discharge Date. The provisions of Article IX and Section 10.6 shall survive and remain in full force and effect regardless of the consummation of the Hedge Transactions contemplated hereby, the occurrence of the Discharge Date, the termination of this Agreement, any other Hedging Facility Document or any provision hereof or thereof.

(b) To the extent any payment by or on behalf of any Obligor is made to the Collateral Agent or any Hedge Provider, and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Collateral Agent or any Hedge Provider in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy or other laws for the relief of debtors or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made.

Section 10.9 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

Section 10.10 Headings. Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

Section 10.11 Obligations Secured. All obligations of the Master General Partner and the Participating Partnerships set forth in or arising under this Agreement will be Secured Obligations to the extent and in the manner provided for in this Agreement and the Security Documents.

Section 10.12 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 10.13 Consent to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Hedging Facility Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

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(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 10.4 or at such other address or as specified in Section 10.4;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.13 any special, exemplary, punitive or consequential damages.

Section 10.14 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER HEDGING FACILITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 10.15 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

Section 10.16 Additional Hedge Providers. If any Person that satisfies the definition of “Hedge Provider” desires to become a Hedge Provider for the purposes of this Agreement and the other Hedging Facility Documents, then it shall (a) execute a Hedge Provider Joinder Supplement in the form of Exhibit B hereto and (b) enter into with the applicable Participating Partnership a 1992 ISDA Master Agreement that satisfies the definition of an “Approved Master Agreement.” In each case, upon due execution and delivery of (i) such Hedge Provider Joinder Supplement by such Person, the Master General Partner, and the Collateral Agent and (ii) such Approved Master Agreement by such Person and the applicable Participating Partnership, such Person shall be deemed a Hedge Provider hereunder as if an original signatory. The Collateral Agent shall execute and deliver any Hedge Provider Joinder Supplement that is executed by the Hedge Provider and the Master General Partner. Hedge Provider Joinder Supplements executed pursuant to this Section 10.16 do not require the signatures or consents of all Hedge Providers party to this Agreement. Promptly after execution of any such Hedge Provider Joinder Supplement, the Collateral Agent will send a copy thereof to each other Hedge Provider, but failure or delay in doing so will not make such Hedge Provider Joinder Supplement void or voidable or otherwise affect the rights and duties of the parties hereto.

Section 10.17 Additional Participating Partnerships. If a Designated Partnership desires to become a Participating Partnership for the purposes of this Agreement and the other Hedging Facility Documents, then it shall (a) execute a Participating Partnership Joinder Supplement in the form of Exhibit C hereto, (b) enter into with the applicable Hedge Provider a 1992 ISDA Master Agreement that satisfies the definition of an “Approved Master Agreement”, (c) deliver such opinions of counsel covering such matters as described in Section 2.1(d)(ii) and (d) furnish an Initial Reserve Report with respect to the Oil and Gas Properties of such Participating Partnership to the Collateral Agent. In each case, upon the delivery of such Initial Reserve Report to the Collateral Agent and upon due execution and delivery of (i) such Participating Partnership Joinder Supplement by such Designated Partnership, the Master General Partner, and the Collateral Agent and (ii) such Approved Master Agreement by such Designated Partnership and the applicable Hedge Provider, such Designated Partnership shall be deemed a

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Participating Partnership hereunder as if an original signatory hereto. The Collateral Agent shall execute and deliver any Participating Partnership Joinder Supplement that is executed by the Participating Partnership and the relevant Hedge Provider. Participating Partnership Joinder Supplements executed pursuant to this Section 10.17 do not require the signatures or consents of all Hedge Providers party to this Agreement. Promptly after execution of any such Participating Partnership Joinder Supplement, the Collateral Agent will send a copy thereof to each other Hedge Provider, but failure or delay in doing so will not make such Participating Partnership Joinder Supplement void or voidable or otherwise affect the rights and duties of the parties hereto.

Section 10.18 Withdrawal of Participating Partnerships. Any Participating Partnership may at any time withdraw from this Agreement and cease to be a party hereunder; provided that (a) such Participating Partnership has notified the Collateral Agent of its election to withdraw from this Agreement as a Participating Partnership, (b) such Participating Partnership has, at the time of such election, no outstanding obligations to the Collateral Agent or to any Hedge Provider under this Agreement, any Approved Master Agreement and any other Hedge Facility Document, and no Hedge Transaction or an Approved Master Agreement is then in effect with respect to such Participating Partnership, (c) no Event or Default has occurred and is continuing under this Agreement. Upon a withdrawal of a Participating Partnership pursuant to this Section 10.18, it shall cease to have any rights or obligations hereunder, and the Liens granted by such Participating Partnership over its Collateral in favor of the Collateral Agent for the benefit of the Secured Parties shall be released, subject in all respects to Sections 9.7, 10.6 and 10.8.

Section 10.19 Intercreditor Agreement. Each Hedge Provider (a) hereby agrees that it will be bound by and take no actions contrary to the Intercreditor Agreement and (b) hereby irrevocably authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement on its behalf. Each Participating Partnership (a) hereby agrees that it will be bound by and take no actions contrary to the Intercreditor Agreement and (b) hereby irrevocably authorizes and instructs the Master General Partner to enter into the Intercreditor Agreement on its behalf.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or representatives as of the day and year first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

By:

Name:

Title:

[SIGNATURE PAGE TO SECURED HEDGING FACILITY AGREEMENT – ATLAS RESOURCES, LLC]

ATLAS RESOURCES, LLC

By:

Name:

Title:

[SIGNATURE PAGE TO SECURED HEDGING FACILITY AGREEMENT – ATLAS RESOURCES, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Hedge Provider
By:
	Jason M. Hicks, Managing Director

[SIGNATURE PAGE TO SECURED HEDGING FACILITY AGREEMENT – ATLAS RESOURCES, LLC]

JPMORGAN CHASE BANK, N.A., as Hedge Provider

By:

Name:

Title:

[SIGNATURE PAGE TO SECURED HEDGING FACILITY AGREEMENT – ATLAS RESOURCES, LLC]

MERRILL LYNCH COMMODITIES, INC., as Hedge Provider

By:

Name:

Title:

[SIGNATURE PAGE TO SECURED HEDGING FACILITY AGREEMENT – ATLAS RESOURCES, LLC]

EXHIBIT A

to Secured Hedging Facility Agreement

FORM OF ISDA SCHEDULE

FORM OF

SCHEDULE

to the

1992 ISDA MASTER AGREEMENT

(MULTICURRENCY - CROSS BORDER)

dated as of [—]

between

[HEDGE PROVIDER] (“Party A”) and             [PARTICIPATING PARTNERSHIP] (“Party B”)

PART 1

TERMINATION PROVISIONS

(a) “Specified Entity” means in relation to Party A for the purpose of:-

Section 5(a)(v) (Default under Specified Transaction)	:	Not Applicable
Section 5(a)(vi) (Cross Default)	:	Not Applicable
Section 5(a)(vii) (Bankruptcy)	:	Not Applicable
Section 5(b)(iv) (Credit Event upon Merger)	:	Not Applicable
and in relation to Party B for the purpose of:-
Section 5(a)(v) (Default under Specified Transaction)	:	Not Applicable
Section 5(a)(vi) (Cross Default)	:	Not Applicable
Section 5(a)(vii) (Bankruptcy)	:	Not Applicable
Section 5(b)(iv) (Credit Event upon Merger)	:	Not Applicable

(b) “Specified Transaction” will have the meaning specified in Section 14.

(c) The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and Party B; provided that an Event of Default shall not occur with respect to a party under Section 5(a)(vi) when the failure to pay or deliver, or the default, event of default or other similar condition or event, as the case may be, arises solely (i) out of a wire transfer problem or an operational or administrative error or omission (so long as the required funds or property required to make that payment or delivery were otherwise available to that party), or (ii) from the general unavailability of the relevant currency due to exchange controls or other similar governmental action, but in either case only if the payment or delivery is made within three Local Business Days after the problem has been corrected, the error or omission has been discovered or the currency becomes generally available.

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“Specified Indebtedness” means any obligation (whether present, future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money or relating to the payment or delivery of funds, securities or other property (including, without limitation, collateral), other than indebtedness in respect of any bank deposits received in the ordinary course of business by any foreign branch of a party the repayment of which is prevented, hindered or delayed by any governmental or regulatory action or law unrelated to the financial condition or solvency of such party or that foreign branch.

“Threshold Amount” means,

(i) with respect to Party A, an amount equal to three percent (3%) of its shareholders’ equity value, and

(ii) with respect to Party B, $15,000,000.00 (including its equivalent in another currency).

(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Party A and Party B.

(e) The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A or to Party B.

(f) Payments on Early Termination. For purposes of Section 6(e):

(i) Market Quotation will apply.

(ii) The Second Method will apply.

(g) “Termination Currency” means United States Dollars.

(h) Additional Termination Event will apply. Each of the following shall constitute an Additional Termination Event, with Party B as the sole Affected Party and all Transactions then outstanding as Affected Transactions.

(i) An “Event of Default” occurs under the Hedging Facility Agreement; provided that no “Event of Default” that occurs under Section 8.1(a) of the Hedging Facility Agreement that arises solely as a result of a Triggering Event (as defined in the Hedging Facility Agreement) under an Approved Master Agreement (as defined in the Hedging Facility Agreement) other than this Agreement shall constitute an Additional Termination Event unless the aggregate amount of Hedge Obligations (as defined in the Hedging Facility Agreement) of all Participating Partnerships (as defined in the Hedging Facility Agreement) then due and owing (beyond all applicable notice and grace periods) to all Hedge Providers (as used herein, “Hedge Providers” shall have the meaning assigned to such term in the Hedging Facility Agreement) under the Hedging Facility Agreement is greater than or equal to $1,000,000.

(ii) The obligations of Party B to Party A hereunder cease to be secured by a first-priority lien on the Collateral (as defined in the Hedging Facility Agreement) pledged by Party B.

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(iii) The obligations of Party B hereunder cease to rank at least pari passu in right of payment and upon liquidation with the obligations of Party B under the other Approved Master Agreements (as defined in the Hedging Facility Agreement).

(iv) The obligations of Party B to Party A hereunder cease to be at least equally and ratably secured by the same Collateral as the obligations of Party B to any of the other Hedge Providers.

(v) All or substantially all of the Collateral pledged by Party B is released for any reason whatsoever.

(vi) The Hedging Facility Agreement or any Security Document (as defined in the Hedging Facility Agreement) expires, terminates, is cancelled, or ceases, for any reason, to be in full force and effect.

(vii) The Collateral Agent (as defined in the Hedging Facility Agreement) commences any remedies under the Hedging Facility Documents (as defined in the Hedging Facility Agreement) with respect to any of the Collateral pledged by Party B, whether upon the instruction of Party A, the instruction of another Hedge Provider, or otherwise.

“Hedging Facility Agreement” means that certain Secured Hedging Facility Agreement, dated as of March 5, 2012, by and among Wells Fargo Bank, National Association, as Collateral Agent, Party A, Party B and the other parties thereto, as amended, restated, supplemented, replaced or otherwise modified from time to time.

PART 2

TAX REPRESENTATIONS

(a) Payer Tax Representations. For the purposes of Section 3(e), each party makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction, to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:

(i) the accuracy of any representation made by the other party pursuant to Section 3(f) of this Agreement;

(ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement,

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provided, that it shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f), each party makes the representations specified below:

(A) Party A represents:

[It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.] [TO BE CONFIRMED OR MODIFIED FOR NON-U.S. PERSONS.]

(B) Party B represents:

It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.

PART 3

DOCUMENTS TO BE DELIVERED

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered
Party A and Party B	A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto) that eliminates U.S. federal backup withholding tax on payments to Party B under this Agreement.	(A) Before the first Payment Date under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

(b) Other documents to be delivered are:

PARTY REQUIRED TO DELIVER DOCUMENT	FORM/DOCUMENT/ CERTIFICATE	DATE BY WHICH TO BE DELIVERED	COVERED BY SECTION 3(d) REPRESENTATION
Party A and Party B	Evidence of authority and true signatures of each official or representative signing this Agreement.	On or before execution of this Agreement.	Yes

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PARTY REQUIRED TO DELIVER DOCUMENT	FORM/DOCUMENT/ CERTIFICATE	DATE BY WHICH TO BE DELIVERED	COVERED BY SECTION 3(d) REPRESENTATION
Party B	A copy of its (or its Credit Support Provider’s, if any) most recent annual report containing audited consolidated financial statements, certified by independent public accountants and prepared in accordance with generally accepted accounting principles.	Within 100 days of the last business day of a party’s fiscal year end; provided, however, that such party shall be deemed to have satisfied such delivery requirement by making such report available to the general public by publication thereof on its website or on the U.S. Securities and Exchange Commission EDGAR information retrieval system or by delivering it to the Collateral Agent (as defined in the Hedging Facility Agreement) within such time period.	Yes
Party A	Annual audited financial statements of Party A’s Credit Support Provider prepared in accordance with generally accepted accounting principles in the country in which Party A’s Credit Support Provider is organized.	Promptly upon request.	Yes
Party B	A copy of its (or its Credit Support Provider’s, if any) most recent consolidated quarterly financial statements.	Within 55 days of the last business day of the first three fiscal quarters of Party B’s fiscal year; provided, however, that Party B shall be deemed to have satisfied such delivery requirement by making such report available to the general public by publication thereof on its website or on the U.S. Securities and Exchange Commission EDGAR information retrieval system or by delivering it to the Collateral Agent within such time period.	Yes

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PARTY REQUIRED TO DELIVER DOCUMENT	FORM/DOCUMENT/ CERTIFICATE	DATE BY WHICH TO BE DELIVERED	COVERED BY SECTION 3(d) REPRESENTATION
Party A	Credit Support Document(s), if any, specified in Part 4 of the Schedule, such Credit Support Document(s) being duly executed if required	Upon execution and delivery of this Agreement	Yes
Party B	A copy of all relevant formation documents (such as certificate of formation, articles of incorporation, partnership agreement, trust agreement and/or central register of charities), disclosure documents (such as offering memorandum, prospectus, memorandum and articles of association and/or audited financial statement), a list of all principals (such as directors/trustees/general partners) (in each case as may be amended from time to time), the government-issued or taxpayer identification number (as applicable), and any other documentation required to meet customer identification program requirements.	Upon execution and delivery of this Agreement and as deemed necessary for any further documentation.	Yes
Party B	A copy of the most recent available Reserve Report (as defined in the Hedging Facility Agreement).	Upon request.	Yes

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PART 4

MISCELLANEOUS

(a) Address for Notices. For the purpose of Section 12(a):

Address for notices or communications (other than with respect to payments) to Party A:

Address:
Attention:
Facsimile No:	(            )
Telephone No:	(            )

Address for notices or communications (other than with respect to payments) to Party B:

Address:
Attention:
Facsimile No:	(            )
Telephone No:	(            )

(b) Process Agent. For purposes of Section 13(c) of this Agreement:

Party A appoints as its Process Agent: [Not applicable].

Party B appoints as its Process Agent: Not Applicable.

(c) Offices. The provisions of Section 10(a) will apply to this Agreement.

(d) Multibranch Party. For the purpose of Section 10(a):

Party A [is not] [is] a Multibranch Party [and may act through the following offices: [        ] / through any office specified in a Confirmation].

Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A; provided, however, if Party A is a Defaulting Party, the Calculation Agent shall be any designated third party mutually agreed to by the parties until such time as Party A is no longer a Defaulting Party.

(f) Credit Support Document. Details of any Credit Support Document:

Party A:	[—].
Party B:	(i) Each of the Hedging Facility Documents (as defined in the Hedging Facility Agreement), subject to the terms and conditions set forth therein; and
	(ii) Each document (whether now existing or hereafter executed) which by its terms secures, guarantees or otherwise supports Party B’s obligations under this Agreement from time to time, whether or not this Agreement, any Transaction, or any type of Transaction entered into hereunder is specifically referenced or described in any such document.

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(g) Credit Support Provider.

In relation to Party A:	[—].
In relation to Party B:	(i) The Master General Partner (as defined in the Hedging Facility Agreement); and
	(ii) Each party to a Credit Support Document that provides or is obligated to provide security, a guaranty or other credit support for Party B’s obligations under this Agreement.

(h) Governing Law and Jurisdiction. This Agreement and each Confirmation will be governed by and construed in accordance with the laws of the State of New York, other than any principles therein of conflicts of laws (other than Sections 5-1401 and 5-1402 of the General Obligations Law of New York, which shall apply hereto and thereto). Section 13(b) is hereby amended by: (1) deleting “non-” from the second line of clause (i); and (2) deleting the final paragraph; provided, however, that any judgment received in a Proceeding shall be enforceable in any court of competent jurisdiction.

(i) WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGS TO WHICH THEY ARE BOTH PARTIES INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT.

(j) Netting of Payments. Section 2(c)(ii) of this Agreement will not apply to any Transaction unless otherwise specified in the relevant Confirmation; provided, however, that energy commodity Transactions shall be netted as a group. The Calculation Agent shall notify the parties of the amounts of any such netted. Notwithstanding the foregoing provisions of this paragraph and the netting of payments pursuant hereto, each party shall provide the other party with separate invoices and documentation covering each Transaction sufficient to permit the other party to comply with its internal accounting and record keeping procedures concerning individual Transactions.

(k) “Affiliate” will have the meaning specified in Section 14 of this Agreement.

(l) Basic Representations. Section 3(a) is hereby amended to add the following new subsections:

“(vi) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Relevant Agreement that:

(1) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Relevant Agreement and as to whether the Relevant Agreement is appropriate or proper for it based solely upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party or any of its affiliates (or its respective representatives) as investment advice or as a recommendation to enter into the Relevant Agreement, it being understood that information and explanations related to the terms and conditions of any Relevant Agreement will not be considered investment advice or a recommendation to enter into the Relevant Agreement. No communication (written or oral) received from the other party or any of its affiliates (or its respective representatives) will be deemed to be an assurance or guarantee as to the expected results of the Relevant Agreement.

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(2) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Relevant Agreement based solely upon its own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable of assuming, and assumes, the risks of the Relevant Agreement. It also understands that the terms under which any Transaction may be terminated early are set forth in this Agreement (or in the relevant Confirmation), and any early termination of a Transaction other than pursuant to such terms is subject to mutual agreement of the parties confirmed in writing, the terms of which may require one party to pay an early termination fee to the other party based upon market conditions prevailing at the time of early termination.

(3) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Relevant Agreement, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Relevant Agreement.

“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any Credit Support Document, or any agreement (including any amendment, modification, transfer or early termination) between the parties relating to this Agreement or to any Transaction, Confirmation or Credit Support Document.

(vii) Eligibility. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act as amended.

(viii) ERISA. Each party represents to the other party at all times hereunder that it is not (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), subject to Title I of ERISA or Section 4975 of the Code, or a plan as so defined but which is not subject to Title I of ERISA or Section 4975 of the Code but is subject to another law materially similar to Title I of ERISA or Section 4975 of the Code (each of which, an “ERISA Plan”), (ii) a person or entity acting on behalf of an ERISA Plan, or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.

(m) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties or any of their Affiliates in connection with this Agreement or any Transaction or potential Transaction and (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and those of its Affiliates.

PART 5

OTHER PROVISIONS

(a) Definitions. This Agreement and each Transaction are subject to the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (the “2006 ISDA

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Definitions”) and will be governed by the provisions of the 2006 ISDA Definitions. The provisions of the 2006 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. Any reference to a “Swap Transaction” in the 2006 ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement or any Confirmation, and any reference to a “Transaction” in this Agreement or any Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the 2006 ISDA Definitions.

(b) Inconsistency. In the event of any inconsistency between any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation; (ii) the Schedule; (iii) Commodity Definitions (as defined below), (iv) the 2006 ISDA Definitions; and (v) the printed form of ISDA Master Agreement. In the event of any inconsistency between provisions contained in the 2006 Definitions and the Commodity Definitions, the Commodity Definitions shall prevail.

(c) Scope of Agreement. Any transaction (other than a repurchase transaction, reverse repurchase transaction, buy/sellback transaction or securities lending transaction) now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) which may otherwise constitute a “Specified Transaction” (without regard to the phrase “which is not a Transaction under this Agreement but” in the definition of Specified Transaction) shall constitute a “Transaction” under this Agreement and shall be subject to, governed by, and construed in accordance with the terms of this Agreement, unless the confirming document(s) exchanged or otherwise effective between the parties for that transaction expressly provide(s) otherwise. For any Transaction not evidenced by a Confirmation, Section 2(a)(i) of this Agreement is amended to read as follows: “(i) Each party will make each payment or delivery to be made by it under each Transaction, as specified in each Confirmation (or otherwise in accordance with the terms of that Transaction if not evidenced by a Confirmation), subject to the other provisions of this Agreement.”

(d) Change of Account. Any account designated by a party pursuant to Section 2(b) shall be in the same legal and tax jurisdiction as the original account.

(e) Set-off. For purposes of this Agreement, Section 6 is hereby amended to insert the following Section 6(f):

“(f) Set-off. Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) issued or executed by one party to or in favour of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.

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If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(f) Confirmation Procedures. The parties hereby amend Section 9(e)(ii) of the Agreement with respect to all commodity Transactions where an energy commodity is the relevant Commodity by adding the following sentences at the end thereof: “On or promptly following the Trade Date of a Transaction conducted over the telephone, Party A will send to Party B a Confirmation. Party B will promptly thereafter in writing confirm the accuracy of, or request the correction of, such Confirmation. If any dispute shall arise as to whether an error exists in a Confirmation, the parties shall in good faith make reasonable efforts to resolve the dispute. If Party B fails to accept or dispute the Confirmation in the manner set forth above within three Local Business Days after it was effectively sent to Party B, the Confirmation shall be deemed to correctly reflect the parties’ agreement on the terms of the Transaction referred to therein, absent manifest error. The requirement of this Section and elsewhere in this Agreement that the parties exchange Confirmations shall for all purposes be deemed satisfied by a Confirmation sent and an acknowledgment deemed given as provided herein.”

(g) Application of Hedging Facility Agreement. For the purpose of this Agreement, the parties acknowledge the existence of the Hedging Facility Agreement and the Intercreditor Agreement and further acknowledge that (i) their respective rights and obligations under this Agreement are subject to the terms and conditions of the Hedging Facility Agreement and the Intercreditor Agreement, (ii) Party A is a Hedge Provider and (iii) this Agreement constitutes an Approved Master Agreement. In case of conflict between the provisions of this Agreement and the provisions of the Hedging Facility Agreement or the Intercreditor Agreement, the provisions of the Hedging Facility Agreement or the Intercreditor Agreement will prevail.

(h) Accounts. If a Confirmation does not state the account to which United States Dollars payments are to be made, they shall be made as follows, unless otherwise notified:

Party A:

Pay:

Party B:

Pay:

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(i) Additional Covenants. Party B covenants and agrees, for the benefit of Party A, not to enter into, or otherwise agree to, any amendment, waiver, supplement or other modification of this Agreement, including the Schedule thereto, unless such amendment, waiver, supplement or modification is permitted by the terms of the Hedging Facility Agreement.

(j) Hedging Facility Agreement.

(i) Party B hereby acknowledges that Party A is a secured party under the Hedging Facility Agreement and the Security Documents with respect to this Agreement and a direct or third-party beneficiary, as applicable, under the Security Documents, and Party B agrees for the benefit of Party A that neither it nor any other Person will take any action (whether in the form of an amendment, a modification, supplement, waiver, approval, consent or otherwise) which could have a disproportionately adverse effect on the rights, interest or benefits granted to Party A under the Hedging Facility Agreement and other related documents with respect to this Agreement (relative to the other Hedge Providers), whether or not this Agreement is specifically referred to or identified therein.

(ii) On the date Party B executes and delivers this Agreement and on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: the Hedging Facility Agreement is in full force and effect; that Party B is not party to any separate agreement with any of the parties to the Hedging Facility Agreement that would have the effect of diminishing or impairing the rights, interests or benefits that have been granted to Party A under, and which are expressly set forth in, the Hedging Facility Agreement; that this Agreement constitutes an “Approved Master Agreement” under the Hedging Facility Agreement; and that Party A constitutes a “Hedge Provider” under the Hedging Facility Agreement. In addition, on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A: that the Transaction meets all of the requirements of the Hedging Facility Agreement as a “Hedge Transaction”; Party B’s obligations under this Agreement are secured under the Hedging Facility Agreement; and that under the terms of the Hedging Facility Agreement, neither the consent of Collateral Agent nor any of the Hedge Providers (other than Party A) under the Hedging Facility Agreement is required for Party B to enter into that Transaction or for Party A to be entitled with respect to that Transaction to the rights, interests and benefits granted to Party A under the Hedging Facility Agreement.

(k) Consent to Notice and Communications. Party B hereby consents to Party A at any time providing the Collateral Agent (who may disclose to the other Hedge Providers) with copies of this Agreement, excluding Confirmations, but including information contained in such Confirmations but only to the extent required to be disclosed under the Hedging Facility Agreement. Party A hereby consents to Party B providing the Collateral Agent (who may disclose to the other Hedge Providers) with copies of this Agreement, excluding Confirmations, but including information contained in such Confirmations but only to the extent required to be disclosed under the Hedging Facility Agreement. In addition, Party A shall not be precluded from communicating with the Collateral Agent or any party to, or any third party beneficiary under, the Hedging Facility Agreement for the purpose of exercising, enforcing or protecting any of Party A’s rights or remedies under this Agreement or any rights, interests or benefits granted to Party A under the Hedging Facility Agreement.

(l) 2005 ISDA Commodity Definitions. The 2005 ISDA Commodity Definitions (as published by the International Swap and Derivatives Association, Inc.) as in effect as of the date of the

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Hedging Facility Agreement (the “Commodity Definitions”), are incorporated by reference in this Agreement and the relevant Confirmations with respect to “Transactions,” as defined by the Commodity Definitions, except as otherwise specifically provided in the relevant Confirmation.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Schedule as set forth below with effect from the date specified on the first page of this Schedule.

[HEDGE PROVIDER]	[PARTICIPATING PARTNERSHIP]
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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EXHIBIT B

to Secured Hedging Facility Agreement

JOINDER SUPPLEMENT

This Joinder Supplement (this “Supplement”), dated as of                     , is executed by                                          (“New Hedge Provider”), ATLAS RESOURCES, LLC, as the Master General Partner (the “Master General Partner”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent (the “Collateral Agent”).

All capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Master General Partner, the Participating Partnerships, the Collateral Agent and the Hedge Providers are parties to that certain Secured Hedging Facility Agreement dated as of March 5, 2012 (as from time to time amended, modified, supplemented or restated, the “Agreement”);

WHEREAS, the Agreement provides that one or more additional Persons may become Hedge Providers thereunder if each such Person desires to become a Hedge Provider for the purposes of the Agreement and the other Hedging Facility Documents and executes and delivers a Joinder Supplement as provided in the Agreement and otherwise satisfies the definition of “Hedge Provider” set forth in the Agreement;

WHEREAS, New Hedge Provider desires to become a Hedge Provider under the Agreement;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, New Hedge Provider, the Collateral Agent and the Master General Partner hereby agree as follows:

1. Recognition; Approved Master Agreement. In reliance on Section 5 of this Supplement, Collateral Agent hereby (a) recognizes New Hedge Provider as a “Hedge Provider” and (b) confirms the 1992 ISDA Master Agreement between the New Hedge Provider and the Participating Partnership party thereto as an “Approved Master Agreement” under the Agreement.

2. Agreement to be Bound. The New Hedge Provider hereby agrees to be bound by all of the terms and provisions of the Agreement as a Hedge Provider thereunder. The New Hedge Provider acknowledges and agrees that the terms of the Agreement shall control over the terms of the Hedging Facility Documents to which the New Hedge Provider is a party, to the extent any conflict exists between the Agreement and such Hedging Facility Documents.

3. Ratification of Agreement; Joinder Supplement Part of Agreement. This Supplement shall form a part of the Agreement for all purposes. Except as expressly supplemented hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

4. Collateral Agent Makes No Representation. The Collateral Agent makes no representation as to the validity or sufficiency of the Security Documents, and the New Hedge Provider acknowledges, consents to, and accepts the disclaimers by, and limitations on the liability of, the Collateral Agent that are provided in the Agreement.

B-1

5. Representations and Warranties of New Hedge Provider. The New Hedge Provider represents and warrants to the other Hedge Providers that:

(a) neither the execution and delivery of this Supplement or the Agreement nor its performance of or compliance with the terms and provisions hereof or thereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any other agreement to which it is now subject;

(b) it has all requisite authority to execute, deliver and perform its obligations under this Supplement and the Agreement;

(c) each of this Supplement and the Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency or similar laws and general principles of equity; and

(d) it satisfies all of the requirements of a Hedge Provider under the Agreement.

6. Counterparts. The parties may sign any number of copies of this Supplement, and different parties may sign on different signature pages. Each signed copy shall be an original, but all of them together shall represent the same supplemental agreement.

7. Address for Notices. All notices and other communications given to the New Hedge Provider under the Agreement may be given at its address or facsimile number as follows:

[New Hedge Provider]

[Address]

Attention:

Facsimile No.:

[remainder of page left blank]

B-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed as of the date first above written.

NEW HEDGE PROVIDER:	[                                         ]
	By:
		Name:
		Title:
MASTER GENERAL PARTNER:	ATLAS RESOURCES, LLC
	By:
		Name:
		Title:
COLLATERAL AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:
		Name:
		Title:

B-3

EXHIBIT C

to Secured Hedging Facility Agreement

JOINDER SUPPLEMENT

This Joinder Supplement (this “Supplement”), dated as of                     , is executed by                                          (“New Participating Partnership”), ATLAS RESOURCES, LLC, as the Master General Partner (the “Master General Partner”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent (the “Collateral Agent”).

All capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Master General Partner, the Participating Partnerships, the Collateral Agent and the Hedge Providers are parties to that certain Secured Hedging Facility Agreement dated as of March 5, 2012 (as from time to time amended, modified, supplemented or restated, the “Agreement”);

WHEREAS, the Agreement provides that one or more additional Designated Partnerships may become Participating Partnerships thereunder if each such Designated Partnership desires to become a Participating Partnership for the purposes of the Agreement and the other Hedging Facility Documents and executes and delivers a Joinder Supplement as provided in the Agreement;

WHEREAS, New Participating Partnership desires to become a Participating Partnership under the Agreement;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, New Participating Partnership, the Collateral Agent and the Master General Partner hereby agree as follows:

1. Recognition; Approved Master Agreement. In reliance on Section 5 of this Supplement, Collateral Agent hereby (a) recognizes New Participating Partnership as an “Participating Partnership” and (b) confirms the 1992 ISDA Master Agreement between the New Participating Partnership and the New Hedge Provider Party thereto as an “Approved Master Agreement” under the Agreement.

2. Agreement to be Bound. The New Participating Partnership hereby agrees to be bound by all of the terms and provisions of the Agreement as a Participating Partnership thereunder. The New Participating Partnership acknowledges and agrees that the terms of the Agreement shall control over the terms of the Hedging Facility Documents to which the New Participating Partnership is a party, to the extent any conflict exists between the Agreement and such Hedging Facility Documents.

3. Ratification of Agreement; Joinder Supplement Part of Agreement. This Supplement shall form a part of the Agreement for all purposes. Except as expressly supplemented hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

4. Collateral Agent Makes No Representation. The Collateral Agent makes no representation as to the validity or sufficiency of the Security Documents, and the New Participating Partnership acknowledges, consents to, and accepts the disclaimers by, and limitations on the liability of, the Collateral Agent that are provided in the Agreement.

C-1

5. Representations and Warranties of New Participating Partnership. The New Participating Partnership represents and warrants that:

(a) neither the execution and delivery of this Supplement or the Agreement nor its performance of or compliance with the terms and provisions hereof or thereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any other agreement to which it is now subject;

(b) it has all requisite authority to execute, deliver and perform its obligations under this Supplement and the Agreement;

(c) each of this Supplement and the Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency or similar laws and general principles of equity;

(d) the representations and warranties set forth in Section 5.2 of the Agreement are true and correct in all material respects with respect to the New Participating Partnership as of the date hereof; and

(e) it satisfies all of the requirements of a Participating Partnership under the Agreement.

6. Counterparts. The parties may sign any number of copies of this Supplement, and different parties may sign on different signature pages. Each signed copy shall be an original, but all of them together shall represent the same supplemental agreement.

7. Address for Notices. All notices and other communications given to the New Participating Partnership under the Agreement may be given at its address or facsimile number as follows:

[New Participating Partnership]

[Address]

Attention:

Facsimile No.:

[remainder of page left blank]

C-2

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Supplement to be duly executed as of the date first above written.

NEW PARTICIPATING:	[                                                     ]
	By:
		Name:
		Title:
MASTER GENERAL PARTNER:	ATLAS RESOURCES, LLC
	By:
		Name:
		Title:
COLLATERAL AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:
		Name:
		Title:

C-3

EXHIBIT D

to Secured Hedging Facility Agreement

FORM OF MORTGAGE

[to be attached]

D-1

OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING

STATEMENT, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED

COLLATERAL AND ASSIGNMENT OF PRODUCTION

MAXIMUM PRINCIPAL AMOUNT NOT TO EXCEED $[        ]

FROM

[INSERT NAME OF MORTGAGOR]

[insert address of Mortgagor – line 1]

[insert address of Mortgagor – line 2]

(Mortgagor)

TO

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS COLLATERAL AGENT

(Taxpayer ID No. 13-5266470)

1445 Ross Avenue, Suite 4500, T9216-451

Dallas, Texas 75202

(Mortgagee)

Effective as of [                    ], 201[    ]

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.

THIS INSTRUMENT SECURES PAYMENT OF FUTURE OBLIGATIONS.

EXHIBIT A CONTAINS A LEGAL DESCRIPTION OF THE REAL ESTATE CONCERNED.

MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE. SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE COLLATERAL IS OR IS TO BECOME FIXTURES RELATED TO THE REAL ESTATE.

THE OIL AND GAS INTERESTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELL HEADS OF THE WELLS LOCATED ON THE MORTGAGED PROPERTIES DESCRIBED ON EXHIBIT A HERETO AND THIS FINANCING STATEMENT IS TO BE FILED, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS.

THIS INSTRUMENT IS A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY AND IS, AMONG OTHER THINGS, A SECURITY AGREEMENT AND FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE.

THIS INSTRUMENT CREATES A LIEN ON RIGHTS IN OR RELATING TO LANDS OF MORTGAGOR WHICH ARE DESCRIBED IN EXHIBIT A HERETO.

THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED AND/OR FILED RETURN TO:

Susan Hamilton

Vinson & Elkins LLP

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED COLLATERAL AND ASSIGNMENT OF PRODUCTION (herein called the “Mortgage”), is dated [                    ], 201[    ], effective as of 7:00 a.m. local time, [                    ], 201[    ] (the “Effective Date”), from [                    ] (“Mortgagor”) whose address is [                                        ], in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (“Mortgagee”), whose address is 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202 for its benefit and the benefit of the other Secured Parties (as used herein “Secured Parties” means, collectively, the Collateral Agent and each Hedge Provider that is from time to time a counterparty to a Hedge Transaction with Mortgagor).

WITNESSETH:

A. Mortgagor has entered into a Secured Hedging Facility Agreement dated as of March 5, 2012 by and among the Atlas Resources, LLC, a Pennsylvania limited liability company (the “Master General Partner”), Mortgagor, each other Participating Partnership from time to time party thereto, each Hedge Provider party thereto and Mortgagee (as amended or otherwise modified from time to time, the “Secured Hedging Facility Agreement”).

B. The Mortgagor and one or more Hedge Providers are entering into or may enter into certain Approved Master Agreements and Hedge Transactions thereunder.

C. The Secured Parties have required the execution and delivery by Mortgagor of this Mortgage as a condition to entering into Approved Master Agreements and Hedge Transactions and Mortgagor has agreed to enter into this Mortgage to secure all Secured Obligations (hereinafter defined).

THEREFORE, in order to comply with the terms and conditions of the Hedging Facility Documents (which, for the purposes hereof, shall mean only Hedging Facility Documents to which the Mortgagor is a party) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby agrees with Mortgagee as follows (all capitalized terms herein not otherwise defined are defined in the Secured Hedging Facility Agreement and incorporated herein by reference):

Mortgagor, for a sufficient consideration received, does hereby MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, TRANSFER and CONVEY unto Mortgagee and to Mortgagee’s successors and assigns, the following described real and personal property, rights, titles, interests and estates (herein collectively called the “Mortgaged Properties”):

(a) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to the oil and gas leases, oil, gas and mineral, or other liquid or gaseous hydrocarbon leases, fee interests, surface interests, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature, in each case, which are described on Exhibit A, which is attached hereto and made a part hereof for all purposes (herein sometimes called the “Leases”), together with operating rights, forced pooling

orders, farm-out agreements, farm-in agreements, participation agreements and other contractual or other rights relating to oil, gas and mineral rights described on Exhibit A, or which Leases are otherwise mentioned or referred to herein and specifically, but without limitation, Mortgagor’s undivided interests in the Leases as specified on Exhibit A;

(b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Leases; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction) which may affect all or any portion of the Leases including, without limitation, those units which may be described or referred to on Exhibit A; (iii) to the extent assignable or mortgageable without otherwise violating the terms of such agreement, all area of mutual interest agreements, development agreements, geologic and geophysical survey agreements, operating agreements, contracts and other agreements which relate to any of the Leases or interests in the Leases including, without limitation, such agreements described or referred to herein or on Exhibit A, to the production, sale, purchase, exchange or processing of the “Hydrocarbons” (hereinafter defined) from or attributable to such Leases or interests or all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbons or any other item of property which are in the possession of the Mortgagor and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (iv) the Leases even though Mortgagor’s interests therein be incorrectly described or a description of a part or all of such Leases or Mortgagor’s interests therein be omitted;

(c) All of Mortgagor’s rights, titles and interests in and to all surface fees and fee estates described in Exhibit A, compressor sites, settling ponds, equipment or pipe yards, office sites, office buildings and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or pipe yards, office sites and office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Mortgagor under or in connection with such interest;

(d) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals of whatever kind or character and in whatever form or phase, including, without limitation, gases produced from coal-bearing formation and strata such as so-called “coal-bed gas”, “coal-seam gas” and “coal-bed methane” (herein collectively called the “Hydrocarbons”) in and under and which may be produced and saved from or attributable to the Leases, the lands covered thereby or pooled or unitized therewith and Mortgagor’s interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Leases, the lands covered thereby and Mortgagor’s interests therein which are subjected or required to be subjected to the Liens and security interests of this Mortgage;

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(e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Leases, properties, rights, titles, interests and estates described or referred to in subparagraphs (a), (b), (c) and (d) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Leases or properties (excluding drilling rigs, automotive equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells including without limitation those described on Exhibit A hereto, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties;

(f) Any property that may from time to time hereafter by delivery or by writing of any kind be subjected to the Lien or security interests hereof by Mortgagor or by anyone on Mortgagor’s behalf; and Mortgagee is hereby authorized to receive the same at any time as additional security hereunder;

(g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Leases, properties, rights, titles, interests and estates and every part and parcel thereof, including, without limitation, said Leases, properties, rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Excepted Liens to which any of said Leases, properties, rights, titles, interests or estates are subject, or otherwise; together with any and all renewals and extensions of any of said Leases, properties, rights, titles, interests or estates: and all contracts and agreements supplemental to or amendatory of or in substitution for the Leases, the contracts and agreements described or mentioned above and any and all additional interests of any kind hereafter acquired by Mortgagor in and to said Leases, properties, rights, titles, interests or estates; in trust, however, for the purposes, uses and benefits hereinafter set out; and

(h) Any and all Liens and security interests held by Mortgagor in the Hydrocarbons securing payment of proceeds from the sale of the Hydrocarbons.

TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee, and Mortgagee’s successors and assigns for the benefit of the Secured Parties, forever, in accordance with the terms and provisions hereof; and Mortgagor hereby covenants that Mortgagor is the lawful owner and holder of the Mortgaged Properties, that Mortgagor has good right to transfer, assign and mortgage the Mortgaged Properties, and that Mortgagor will warrant and forever defend the same against the claims of all persons whomsoever lawfully claiming or to claim the same or any part thereof.

3

Notwithstanding any provision in this Mortgage to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage; provided, that Mortgagor’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home is included in the definition of “Mortgaged Properties” and is encumbered by this Mortgage. As used herein, “Flood Insurance Regulations” means (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.

ARTICLE I.

OBLIGATIONS SECURED

1.1. The foregoing conveyance is made in trust to secure and enforce payment and performance of each of the following (herein collectively called the “Secured Obligations”):

(a) Any and all present or future indebtedness, obligations and liabilities of (i) Mortgagor incurred under, arising out of or in connection with the Hedging Facility Documents and (ii) the Master General Partner, solely to the extent of Mortgagor’s Participating Partnership Obligations as a result of the Master General Partner being liable therefor under Section 4.1(a) of the Secured Hedging Facility Agreement, as the same may be modified, renewed and extended from time to time, including, without limitation, the “Secured Obligations” as defined in the Secured Hedging Facility Agreement (other than Participating Partnership Obligations of a Participating Partnership other than Mortgagor) and all obligations incurred as a result of increased interest after maturity or default and acceleration and reasonable attorneys’ fees in the event of a default under the terms thereof;

(b) Any and all renewals and extensions, in whole or in part, amendments, modifications (including increases, if any) and rearrangements of the obligations described in the foregoing clause (a); and

(c) Any and all other present or future indebtedness, obligations and liabilities of Mortgagor incurred under, arising out of or in connection with the Hedging Facility Documents (including, without limitation, all amounts payable in respect of a liquidation of, or an early termination of, any Hedge Transaction, and any unpaid amounts owing in respect thereof) or other obligations by Mortgagor to Mortgagee or any other Secured Party, whether direct or indirect, primary or secondary, fixed or contingent, arising under any Hedging Facility Document it being expressly contemplated that Mortgagor may from time to time hereafter otherwise become further obligated or indebted to Mortgagee or any other Secured Party.

4

1.2. The amount of future liabilities or total obligations that may be outstanding at any time and subject to mortgage protection shall be [                    ] Dollars ($[        ]). This Mortgage is intended to be an “Open-End Mortgage” as defined in 42Pa. C.S. § 8143 and Mortgagor and Mortgagee intend and agree that this Mortgage shall secure, to the extent set forth in Section 1.1, unpaid balances of any obligations or other amounts owing under the Hedging Facility Documents to any Secured Party, and made before and after this Mortgage is delivered to the recorder or other public officer for recordation among the official public records of the county or counties wherein the Mortgaged Properties are located to the extent that the total unpaid Secured Obligations so secured, exclusive of interest thereon and advances for taxes, assessments, maintenance charges, insurance premiums, costs incurred for the protection of the Mortgaged Properties or the encumbrance of this Mortgage and the expenses incurred by Mortgagee by reason of default by Mortgagor under this Mortgage which may be outstanding at any one time does not exceed [                    ] DOLLARS ($[        ]). A reduction in the amount of Secured Obligations to zero shall not affect the existence of the Lien of this Mortgage.

1.3. Mortgagor specifically waives presentment, protest, notices of dishonor, intention to accelerate and acceleration.

ARTICLE II.

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1. Mortgagor represents and warrants to, and covenants and agrees with, Mortgagee, the other Secured Parties, and with each of them, so long as the Secured Obligations or any part thereof remain unpaid, as follows:

(a) Mortgagor has properly and timely performed whatever may be required by the provisions of each of the Leases (or by any contract, assignment or conveyance under which Mortgagor holds title to any of the Mortgaged Properties) to perpetuate the Leases and to perfect or maintain Mortgagor’s title, including, without limitation, Mortgagor has duly paid or provided for all rentals and royalties due and payable in accordance with the terms of any leases or subleases comprising a part of the Mortgages Properties;

(b) Mortgagor has good and defensible title to and is possessed of the Mortgaged Properties, free of any and all adverse claims, rights of others, Liens, encumbrances, security interests, contracts, agreements, preferential purchase rights or other restrictions or limitations of any nature or kind except Excepted Liens, Immaterial Title Deficiencies and Liens created pursuant to the Security Documents. The Mortgaged Properties consist of all of the Leases and the indicated oil and gas wells located (or to be located) within the boundaries of the applicable Leases. The description of the Leases set forth on Exhibit A is complete and legally sufficient for all purposes relevant to the filing of, and perfection of Liens and security interests in the Mortgaged Properties to secure

5

payment of the Secured Obligations pursuant to, this Mortgage. Mortgagor owns an undivided working interest and a net revenue interest as those terms are defined in Exhibit A, of not less than the amount set forth in the applicable subparts of Exhibit A for the indicated Leases. No operating agreement, contract or other agreement affecting any part of the Mortgaged Properties to which Mortgagor is a party or to which Mortgagor is bound requires Mortgagor to bear any of the costs relating to the Mortgaged Properties greater than the working interest of Mortgagor in any such portion of the Mortgaged Properties, except (i) in the event that Mortgagor is obligated under an operating agreement to assume a portion of a non-consenting party’s share of costs and expenses and, as a result thereof shall own and be entitled to receive an equivalent portion of such non-consenting party’s interests in the well and share of Hydrocarbons produced therefrom or (ii) as reflected in the most recently delivered Reserve Report. All proceeds from the sale of Mortgagor’s share of the Hydrocarbons being produced from the Mortgaged Properties are currently being paid in full to Mortgagor by the purchasers thereof on a timely basis and none of such proceeds are currently being held in suspense by such purchaser or any other party. Mortgagor will at all times use its commercially reasonable efforts to protect and defend the title to all of the Mortgaged Properties, paying all expenses incurred or to be incurred in defending the title to the same against all claims or charges other than Excepted Liens, Immaterial Title Deficiencies and Liens created pursuant to the Security Documents, and will indemnify and hold the Secured Parties, and each of them, harmless against any such claim or charge.

(c) Mortgagor shall promptly, upon knowledge thereof, notify Mortgagee in the event of institution of any suit for the cancellation of or in any manner materially and adversely affecting any of the Leases or any land covered or purported to be covered thereby or the land or the title of Mortgagor thereto.

(d) Mortgagor shall promptly cure any defects in the execution and delivery of this instrument. Mortgagor at Mortgagor’s expense will promptly execute and deliver to Mortgagee upon reasonable request by Mortgagee all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of Mortgagor herein or to further evidence and describe more fully the Mortgaged Properties, or to correct any material omissions in this instrument, or to state more fully the security obligations set out herein, or to perfect, protect and/or preserve any Lien or security interest created hereby, or to make any recordings, or to file any notices, or obtain any consents, all as may be necessary or appropriate in connection with any thereof. Mortgagor shall pay for all reasonable costs of preparing, recording and releasing any of the above.

(e) Mortgagor hereby assigns to Mortgagee, in their entirety, all judgments, decrees, and awards for injury or damage to the Mortgaged Properties which have named Mortgagor as a party or to which Mortgagor is entitled. Upon an Event of Default and for so long as same is continuing, Mortgagor authorizes Mortgagee, at its reasonable election, to apply any such judgment, decree and/or award, or the proceeds thereof, to the Secured Obligations hereby secured as Mortgagee may elect, and Mortgagor hereby authorizes Mortgagee, in the name of Mortgagor, to execute and deliver valid acquittance for, and to appeal from, any such judgment, decree or award.

6

(f) Mortgagor has full power and lawful authority to grant, bargain, sell, assign, transfer, mortgage and convey a security interest in all of the Mortgaged Properties in the manner and form herein provided. No authorization, approval, consent or waiver of any lessor, sublessor, Governmental Authority or other party or parties whomsoever is required in connection with the execution and delivery by Mortgagor of this Mortgage other than (i) the recording and filing of the Mortgage and (ii) those third party approvals or consent which, if not made or obtained, would not cause a Default under the Secured Hedging Facility Agreement, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Mortgage.

2.2. All or portions of the Mortgaged Properties may be comprised of interests in the Leases or Mortgaged Properties which are other than working interests or which may be operated by a party other than Mortgagor and with respect to all or any thereof, the warranties, representations, covenants and agreements made in Section 2.1 with respect to operations of the Mortgaged Properties are modified to require Mortgagor to use its commercially reasonable efforts to obtain compliance with such warranties, representations, covenants and agreements by the working interest owners or the operator or operators of such Leases or Mortgaged Properties.

2.3. If Mortgagor fails to perform any act which hereunder it is required to perform or to pay any money which hereunder it is required to pay, Mortgagee, following an occurrence and during the continuance of an Event of Default, may perform or cause to be performed such act or to pay such money. Mortgagor will, upon request by Mortgagee, promptly reimburse Mortgagee for all amounts reasonably expended, advanced or incurred by Mortgagee to satisfy any obligation of Mortgagor under this instrument or to protect the Mortgaged Properties or to enforce the rights of Mortgagee under this instrument, which amounts will include all court costs, reasonable attorneys’ fees, fees of auditors and accountants, and investigation expenses reasonably incurred by Mortgagee in connection with any such matters, together with interest on each such amount from the date that the same is expended, advanced or incurred by Mortgagee until the date of written demand or request by Mortgagee for the reimbursement of same, at the Post-Default Rate (as defined in Section 3.6).

ARTICLE III.

ASSIGNMENT OF RUNS; ASSIGNMENT OF AS-EXTRACTED COLLATERAL

3.1. For the purpose of additionally securing the payment of the Secured Obligations and to facilitate the discharge of any of the Secured Obligations and as cumulative of any and all rights and remedies herein provided for, effective as of the Effective Date, Mortgagor hereby bargains, sells, transfers, assigns, sets over and conveys unto Mortgagee, for the benefit of the Secured Parties, in and to:

(a) all of its As-Extracted Collateral as defined in the Uniform Commercial Code presently in effect in the jurisdiction in which the Mortgaged Properties is situated or which otherwise is applicable to the creation or perfection of the Liens described herein or the rights and remedies of Mortgagee under this Mortgage (the “Applicable UCC”) located in or deriving from the Mortgaged Properties located in the county where this Mortgage is filed, including without limitation, the Hydrocarbons and all products obtained or processed therefrom; and

7

(b) its interest in the Hydrocarbons, together with its share of the proceeds derived from the sale thereof (such proceeds being hereinafter called “proceeds of runs”).

3.2. Mortgagor directs and instructs each purchaser of the Hydrocarbons to pay to Mortgagee all of the proceeds of runs until such time as such purchaser has been furnished evidence that all Secured Obligations have been paid and that the Lien evidenced hereby has been released. Mortgagor authorizes Mortgagee to receive and collect all sums of money derived from the proceeds of runs, and no purchaser of the Hydrocarbons shall have the responsibility for the application of any funds paid to Mortgagee.

3.3. Independent of the foregoing provisions and authorities herein granted, Mortgagor agrees to execute and deliver any and all transfer orders, division orders and other instruments that may be reasonably requested by Mortgagee or that may be required by the purchaser of the Hydrocarbons for the purpose of effectuating payment for the proceeds of runs to Mortgagee.

3.4. The monthly proceeds of runs received by Mortgagee may be held by Mortgagee and applied to the payment of any Secured Obligations owing by Mortgagor to Mortgagee in accordance with Section 3.9 of the Secured Hedging Facility Agreement. In its sole discretion, Mortgagee may elect to return any part of said funds to Mortgagor or to deposit the same to Mortgagor’s account without applying it to the Secured Obligations.

3.5. The receipt by Mortgagee of any monies, including but not limited to money received as proceeds of the As-Extracted Collateral or the proceeds of runs, shall not in any manner change or alter in any respect the obligations of Mortgagor upon the Secured Obligations, and nothing herein contained shall be construed as limiting Mortgagee to the collection of any of the Secured Obligations out of the proceeds of the As-Extracted Collateral or the proceeds of runs. The Secured Obligations shall continue as the absolute and unconditional obligation of Mortgagor to pay, as provided in the instruments evidencing the Secured Obligations, the amounts therein specified at their respective maturity dates, whether by acceleration or otherwise. Nothing in this Article III is intended to be an acceptance of collateral in satisfaction of the Secured Obligations.

3.6. Mortgagee is hereby absolved from all liability for failure to enforce collection of the proceeds of runs and from all other responsibility in connection therewith except the responsibility to account to Mortgagor for funds actually received. Mortgagor agrees to indemnify and hold Mortgagee harmless against any and all liabilities, actions, claims, judgments, costs, charges and reasonable attorneys’ fees by reason of the assertion that Mortgagee has received, either before or after the payment in full of the Secured Obligations, funds from the sale of Hydrocarbons claimed by third persons, except for third parties who have valid claims, Mortgagee shall have the right to defend against any such claims or actions, employing attorneys of its own selection. If not furnished with indemnity satisfactory to Mortgagee, Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and, in addition to the rights to be indemnified as herein provided, all reasonable

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amounts paid by Mortgagee in compromise, satisfaction or discharge of any such claim, action or judgment and all court costs, reasonable attorneys’ fees and other expenses of every character incurred by Mortgagee shall be a demand obligation owing by Mortgagor, shall be secured by the Lien and security interest evidenced by this instrument and shall bear interest on each such amount from the date that the same is expended, advanced or incurred by Mortgagee until the date of written demand or request by Mortgagee for the reimbursement of same, at a rate of interest equal to the lesser of (a) the maximum lawful rate (the “Maximum Rate”) or (b) any rate of interest that may accrue after an Event of Default pursuant to the Secured Hedging Facility Agreement or any other Hedging Facility Document (“Post-Default Rate”). Any provision to the contrary herein contained notwithstanding, the rate of interest contracted for, charged or received by Mortgagee hereunder shall never exceed the Maximum Rate.

3.7. Each of the provisions of this Article III shall be deemed a covenant running with the land and shall be binding upon Mortgagor, its successors and assigns, and inure to the benefit of Mortgagee, its successors and assigns.

3.8. For purposes of more fully effecting the assignment made under this Article III and continuing the rights of Mortgagee thereunder, upon the occurrence and during the continuance of an Event of Default, Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact for it, with full authority in the place and stead of Mortgagor and in the name of Mortgagor from time to time in the discretion of Mortgagee, to pursue any and all rights, remedies and payments (including reasonable attorneys’ fees and interest). In addition to the other rights granted to Mortgagee in this Mortgage, Mortgagor hereby further transfers and assigns to Mortgagee any and all such Liens, security interests, financing statements or similar interests of Mortgagor attributable to its interests in the Hydrocarbons and proceeds of runs therefrom arising under or created by said statutory provision, judicial decision or otherwise. The power of attorney granted to Mortgagee in this Section 3.8, being coupled with an interest, shall be irrevocable (until such Event of Default has been cured, remedied or waived) so long as the Secured Obligations or any part thereof remain unpaid.

3.9. In addition to the rights, titles and interests hereby conveyed pursuant to this Mortgage, Mortgagor hereby grants, to the extent permitted by applicable law, to Mortgagee those Liens, if any, granted to the Mortgagor by law under the Applicable UCC to secure the sale of Hydrocarbons at the wellhead.

ARTICLE IV.

DEFEASANCE

4.1. Upon the Discharge Date or date of the withdrawal of the Mortgagor pursuant to Section 10.18 of the Secured Hedging Facility Agreement (the “Withdrawal Date”), then and in that case only, this document shall have no force and effect, this conveyance shall become null and void, the Mortgaged Properties hereby conveyed shall become wholly clear of the Liens, conveyances, assignments and security interests evidenced hereby, and all such Liens, conveyances, assignments and security interests shall be automatically released at Mortgagor’s cost.

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ARTICLE V.

REMEDIES IN EVENT OF DEFAULT

5.1. The term “Event of Default” as used in this instrument shall mean the occurrence of an Event of Default under the Secured Hedging Facility Agreement.

5.2. This Mortgage shall also constitute and may be enforced from time to time as a mortgage, assignment, chattel mortgage, contract, mortgage, financing statement and security agreement, and from time to time as any one or more thereof as appropriate under applicable law. Mortgagee shall be entitled to all of the rights, remedies and benefits of a secured party, mortgagee and a beneficiary granted under applicable law; and, to the fullest extent of such law, shall be entitled to enforce such rights, remedies and benefits. Mortgagor intends and hereby grants to Mortgagee all rights, powers and remedies accorded a secured party, mortgagee, and a beneficiary under applicable law whether or not such rights, powers and remedies are expressly granted or reserved herein.

Upon the occurrence and during the continuance of any Event of Default, Mortgagee may, without notice, demand or declaration of default, which are hereby waived by Mortgagor, proceed by one or more actions in equity or at law for the seizure and sale of the Mortgaged Properties or any portion thereof, for the foreclosure or sale of the Mortgaged Properties or any portion thereof by judicial foreclosure by appropriate proceedings in any court of competent jurisdiction, by a trustee’s sale, or in any other manner then permitted by law, for the specific performance of any covenant or agreement of Mortgagor herein contained or in aid of the execution of any right, power or remedy herein granted, or for the enforcement of any other appropriate equitable or legal remedy and to recover judgment against Mortgagor. In the event a sale of the Mortgaged Properties under the power of sale shall be commenced by Mortgagee, Mortgagee may at any time before the sale of the Mortgaged Properties elect to abandon the sale, and Mortgagee may then institute a suit for the collection of the Secured Obligations and for the foreclosure of this Mortgage by judicial action. It is agreed that if Mortgagee should institute a suit for the foreclosure of this Mortgage by judicial action, Mortgagee may at any time before the entry of a final judgment dismiss such suit and then cause the Mortgaged Properties to be sold under the power of sale herein granted in accordance with the provisions of this Mortgage.

Any sale of the Mortgaged Properties under this Article V shall take place at such place or places and otherwise in such manner and upon such notice as may be required by law, or, in the absence of any such requirement, as Mortgagee may reasonably deem appropriate. Mortgagor expressly agrees that, except as required by applicable law, Mortgagee may offer the Mortgaged Properties as a whole or in such parcels or lots as Mortgagee elects, regardless of the manner in which the Mortgaged Properties may be described. Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Mortgagee, including the posting of notices and the conduct of sale, but in the name and on behalf of Mortgagee. If Mortgagee shall have given notice of sale hereunder, any successor or substitute mortgagee agent thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute mortgagee agent conducting the sale.

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Any sale of the Mortgaged Properties conducted under this Article V may be postponed from time to time as provided by applicable law; or, in the absence of any such provisions, Mortgagee may postpone the sale of the Mortgaged Properties or any part thereof by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a part of the Mortgaged Properties will not exhaust the power of sale, and sales may be made from time to time until all Mortgaged Properties are sold or the Secured Obligations are paid in full.

Mortgagee shall have the right to bid or to become the purchaser at any sale made pursuant to the provisions of this Article V, and shall have the right to credit upon the amount of the bid made therefor the amount payable to it out of the net proceeds of such sale.

Any deed, bill of sale or other conveyance executed by or on behalf of Mortgagee, the sheriff or other official or party responsible for conducting the sale shall be prima facie evidence of the compliance with all statutory requirements for the sale and execution of such deed, bill of sale or other conveyance and will conclusively establish the truth and accuracy of the recitals and other matters stated therein, including, without limitation, nonpayment or nonperformance of the Secured Obligations, violation of the terms and covenants contained herein, and the advertisement and conduct of such sale in the manner provided herein or as provided by applicable law. Mortgagor does hereby ratify and confirm all legal acts that Mortgagee may reasonably do in carrying out the provisions of this Mortgage. Any sale of the Mortgaged Properties or any portion thereof pursuant to the provisions of this Article V will operate to divest all right, title, interest, claim and demand of Mortgagor in and to the property sold and will be a perpetual bar against Mortgagor and shall, subject to applicable law, vest title in the purchaser free and clear of all Liens, security interests and encumbrances, including without limitation, Liens, security interests and encumbrances junior or subordinate to the Liens, security interests and encumbrances created by this Mortgage. Upon any sale of the Mortgaged Properties or any portion thereof pursuant to the provisions of this Article V, the receipt by Mortgagee, the sheriff or other official or party responsible for conducting the sale, shall be sufficient discharge to the purchaser or purchasers at any sale for the purchase money, and such purchaser or purchasers and the heirs, devisees, personal representatives, successors and assigns thereof shall not, after paying such purchase money and receiving such receipt of Mortgagee, the sheriff or such other official or party, be obliged to see to the application thereof or be in any way answerable for any loss, misapplication or nonapplication thereof. Any purchaser at a sale will, subject to mandatory redemption periods, if any, receive immediate possession of the Mortgaged Properties purchased, and Mortgagor agrees that if Mortgagor retains possession of the Mortgaged Properties or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law and all damages to Mortgagor by reason thereof are hereby expressly waived by Mortgagor.

Upon a sale conducted pursuant to this Article V of all or any portion of the Mortgaged Properties consisting of interests in leases, easements, rights-of-way, agreements or other documents and instruments covering, affecting or otherwise relating to federal or tribal lands (the “Federal Interests”) (including, without limitation, leases, easements and rights-of-way issued

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by the Bureau of Land Management), Mortgagor agrees to take all action and execute all instruments necessary or advisable to transfer the Federal Interests to the purchaser at such sale, including without limitation, to execute, acknowledge and deliver assignments of the Federal Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements, to seek and request approval thereof and to take all other action necessary or advisable in connection therewith. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor’s attorney-in-fact and proxy, with full power and authority in the place and stead of Mortgagor, in the name of Mortgagor or otherwise, to take any such action and to execute any such instruments on behalf of Mortgagor that Mortgagee may deem necessary or advisable to so transfer the Federal Interests, including without limitation, the power and authority to execute, acknowledge and deliver such assignments, to seek and request approval thereof and to take all other action deemed necessary or advisable by Mortgagee in connection therewith; and Mortgagor hereby adopts, ratifies and confirms all such actions and instruments. Such power of attorney and proxy is coupled with an interest, shall survive the dissolution, termination, reorganization or other incapacity of Mortgagor and shall be irrevocable. No such action by Mortgagee shall constitute acknowledgment of, or assumption of liabilities relating to, the Federal Interests, and neither Mortgagor nor any other party may claim that Mortgagee is bound, directly or indirectly, by any such action.

Mortgagor understands and agrees that the obligations secured by this Mortgage also are secured by security interests in personal property. Mortgagor agrees that upon the occurrence and during the continuance of an Event of Default which would allow Mortgagee to proceed against real or personal property security, or both, it shall not be necessary for Mortgagee first to proceed against real property under any “one Form of Action” statute or legal theory. Upon the occurrence and during the continuance of an Event of Default, Mortgagor agrees that Mortgagee need not proceed against all properties, or against real or personal property in any particular order, and need not reduce any claim against any property to judgment, sale or conclusion before proceeding against other properties. Mortgagee or any Secured Party may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to such Mortgagee in its sole and uncontrolled discretion. Any such action shall not in any way be considered as a waiver of any of the rights, benefits or Liens evidenced by this instrument.

5.3. Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights, powers and remedies herein conferred or conferred by operation of law, Mortgagee shall have all of the rights and remedies of an assignee and secured party granted by applicable law, including without limitation, the Applicable UCC as then in effect, and shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to take possession of the personal property included in the Mortgaged Properties and any proceeds thereof wherever located, and for that purpose Mortgagee may enter upon any premises on which any or all of such personal property is located and take possession of and operate such personal property or remove the same therefrom. Mortgagee may require Mortgagor to assemble such personal property and make it available to Mortgagee at a place to be designated by Mortgagee that is reasonably convenient to both parties. The following presumptions shall exist and shall be deemed conclusive with regard to the exercise by Mortgagee of any of its remedies with respect to personal property:

(a) If notice is required by applicable law, Mortgagor agrees that ten (10) days prior written notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition thereof is to be made shall be deemed reasonable notice to Mortgagor. No such notice is necessary if such property is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market.

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(b) If Mortgagee in good faith believes that the Securities Act of 1933 or any other state or federal law prohibits or restricts the customary manner of sale or distribution of any of such property, Mortgagee may sell such property privately or in any other manner deemed advisable by Mortgagee at such price or prices as Mortgagee determines in its reasonable discretion. Mortgagor recognizes that such prohibition or restriction may cause such property to have less value than it otherwise would have and that, consequently, such sale or disposition by Mortgagee may result in a lower sales price than if the sale were otherwise held.

5.4. Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights, powers and remedies herein conferred or conferred by operation of law, Mortgagee shall, to the extent not prohibited by applicable law, have the right and power, but not the obligation, to enter upon and take immediate possession of the Mortgaged Properties or any portion thereof to exclude Mortgagor therefrom, to hold, use, operate, manage, enjoy and control such Mortgaged Properties, to make all such repairs, replacements, alterations, additions and improvements to the same as Mortgagee may reasonably deem proper or expedient, to sell all of the As-Extracted Collateral included in the same subject to the provisions of Article III hereof, to demand, collect and retain all other earnings, rents, issues, profits, proceeds and other sums due or to become due with respect to such Mortgaged Properties accounting for and applying to the payment of the Secured Obligations only the net earnings arising therefrom after charging against the receipts therefrom all fees, costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at the Post-Default Rate without any liability to Mortgagor in connection therewith. Such possession shall at once be delivered to Mortgagee upon request, and on refusal or failure to so deliver possession, the delivery of such possession may be enforced by Mortgagee by any appropriate civil suit or proceeding.

5.5. Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights, powers and remedies herein conferred or conferred by operation of law, Mortgagee shall be entitled to the appointment of a receiver of the Mortgaged Properties without the necessity of the posting of a bond or notice; and shall, to the extent not prohibited by applicable law, be entitled to such receiver as a matter of right, without regard to the solvency or insolvency of Mortgagor, the value or adequacy of the Mortgaged Properties or the Mortgaged Properties being in danger of being materially injured or reduced in value as security by removal, destruction, deterioration, accumulation of prior Liens or otherwise; and such receiver may be appointed by any court of competent jurisdiction upon ex parte application, and without notice, notice being expressly waived. Mortgagor hereby consents to the appointment of such receiver or receivers in the circumstances described in the immediately preceding sentence, waives any and all defenses to such appointment, agrees not to oppose any application therefor by Mortgagee, and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Mortgagee under this Article V. Nothing herein is to be construed to deprive

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Mortgagee of any other right, remedy or privilege it may now or hereafter have under law to have a receiver appointed. Any money advanced by Mortgagee in connection with any such receivership shall be a demand obligation owing by Mortgagor to Mortgagee and shall bear interest, from the date of making such advancement until paid, at the Post-Default Rate. Any such receiver shall have all powers conferred by the court appointing such receiver, which powers shall, to the extent not prohibited by applicable law include, without limitation, the right to enter upon and take immediate possession of the Mortgaged Properties or any part thereof, to exclude Mortgagor therefrom, to hold, use, operate, manage and control such Mortgaged Properties, to make all such repairs, replacements, alterations, additions and improvements to the same as such receiver or Mortgagee may reasonably deem proper or expedient, to sell all of the As-Extracted Collateral included in the same subject to the provisions of Article III hereof to demand and collect all of the other earnings, rents, issues, profits, proceeds and other sums due or to become due with respect to such Mortgaged Properties, accounting for only the net earnings arising therefrom after charging against the receipts therefrom all fees, costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at the Post-Default Rate without any liability to Mortgagor in connection therewith which net earnings shall be turned over by such receiver to Mortgagee to be applied by Mortgagee to the payment of the Secured Obligations in the order set forth in Section 5.10.

5.6. To the extent not prohibited by applicable law, Mortgagor agrees that Mortgagor shall not at any time have, invoke, utilize or assert any right under any laws pertaining to the marshaling of assets or Liens, the sale of property in the inverse order of alienation, the exemption of homesteads, the administration of estates of decedents, appraisement, moratorium, valuation, stay, extension or redemption now or hereafter in force, and Mortgagor hereby waives the benefit of all such laws to the fullest extent not prohibited by applicable law.

5.7. Upon the occurrence and during the continuance of any Event of Default, Mortgagee shall also have the option to proceed with foreclosure in satisfaction of any installments of the Secured Obligations which have not been paid when due either through the courts or by proceeding with foreclosure in satisfaction of the matured but unpaid portion of the Secured Obligations as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest and other Secured Obligations then due; such sale may be made subject to the unmatured portion of the Secured Obligations, and any such sale shall not in any manner affect the unmatured portion of the Secured Obligations, but as to such unmatured portion of the Secured Obligations this Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Secured Obligations, it being the purpose hereof to provide for a foreclosure and sale of the security for any matured portion of the Secured Obligations without exhausting the power to foreclose and sell the Mortgaged Properties for any subsequently maturing portion of the Secured Obligations.

5.8. All rights, powers and remedies herein conferred are cumulative, and not exclusive, of (a) any and all other rights and remedies herein conferred, (b) any and all rights, powers and remedies existing at law or in equity, and (c) any and all other rights, powers and remedies provided for in any other documents or instruments evidencing, securing or relating to the Secured Obligations, and Mortgagee shall, in addition to the rights, powers and remedies

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herein conferred, be entitled after the occurrence and during the continuance of an Event of Default to avail itself of all such other rights, powers and remedies as may now or hereafter exist at law or in equity for the collection of and enforcement of the Secured Obligations and the enforcement of the warranties, representations, covenants, indemnities and other agreements contained in this Mortgage and the other documents and instruments evidencing, securing or relating to the Secured Obligations and the foreclosure of the Liens and security interests created by this Mortgage. Each and every such right, power and remedy may be exercised from time to time after the occurrence and during the continuance of an Event of Default and as often and in such order as may be deemed expedient by Mortgagee and the exercise of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by Mortgagee, the sheriff or other official or person in the exercise of any right, power or remedy will impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing.

5.9. All fees, costs and expenses (including without limitation, reasonable attorneys’ fees and legal expenses, court costs, filing fees, and mortgage, transfer, stamp and other excise taxes, inspection fees, appraisers’ fees, outlays for documentary and expert evidence, stenographers’ charges, publication, notice and advertising costs, postage, photocopies, telephone charges and costs of procuring all abstracts of title, title searches and examinations, title opinions, title insurance policies and similar title data and assurances as Mortgagee may reasonably deem appropriate either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceeding the condition of the title to or the value of the Mortgaged Properties, trustee’s fees and expenses, sheriff’s fees and expenses, receiver’s fees and expenses, and fees and expenses of agents of Mortgagee, reasonable costs and expenses of defending, protecting and maintaining the Mortgaged Properties and Mortgagee’s interest therein including reasonable repair and maintenance costs and expenses and reasonable costs and expenses of protecting and securing the Mortgaged Properties including insurance costs and all other fees, costs and expenses provided for or authorized by applicable law), incurred by or on behalf of Mortgagee in protecting and enforcing its rights hereunder or incident to the enforcement of this Mortgage and the Liens and security interests created thereby, shall be an obligation owing by Mortgagor to Mortgagee payable upon demand by Mortgagee and shall bear interest at the Post-Default Rate until paid, and shall constitute a part of the Secured Obligations and be obligations secured and evidenced by this Mortgage.

5.10. The proceeds of any sale of the Mortgaged Properties or any part thereof made pursuant to this Article V shall be applied as may be required by applicable law, or in the absence of any such requirements, as follows:

(a) First, to the payment of all fees, costs and expenses incident to the enforcement of this Mortgage and the Liens and security interests created hereby, as permitted by the terms of this Mortgage, including without limitation, the fees, costs and expenses described in Section 5.9 hereof;

(b) Second, to the payment or prepayment of the Secured Obligations as set forth in Section 3.9 of the Secured Hedging Facility Agreement; and

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(c) Third, the remainder, if any, shall be paid to Mortgagor or such other person or persons as may be legally entitled thereto.

5.11. Neither Mortgagor, the Master General Partner, nor any other person hereafter obligated for payment of all or any part of the Secured Obligations shall be relieved of such obligation by reason of: (a) the failure of Mortgagee to comply with any request of Mortgagor, the Master General Partner or any other Person so obligated to foreclose the Lien of this Mortgage or to enforce any provision hereunder or under the Secured Hedging Facility Agreement; (b) the release, regardless of consideration, of the Mortgaged Properties or any portion thereof or interest therein or the addition of any other property to the Mortgaged Properties; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Properties and Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to Mortgagor, the Master General Partner or such other Person, and in such event Mortgagor, the Master General Partner and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Mortgagee; or (d) by any other act or occurrence prior to the Discharge Date or the Withdrawal Date.

5.12. Mortgagee may release, regardless of consideration, any part of the Mortgaged Properties without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien created in or evidenced by this Mortgage or its stature as a first and prior Lien in and to the Mortgaged Properties, and without in any way releasing or diminishing the liability of any Person liable for the repayment of the Secured Obligations. For payment of the Secured Obligations, Mortgagee may resort to any other security therefor held by Mortgagee in such order and manner as Mortgagee may elect and in accordance with the provisions of the Hedging Facility Documents.

5.13. In addition to all rights and remedies under this Mortgage, at law and in equity, if any Event of Default shall occur and be continuing and Mortgagee shall exercise any remedies under this Mortgage with respect to any portion of the Mortgaged Properties (or Mortgagor shall transfer any Mortgaged Property “in lieu of” foreclosure) whereupon Mortgagor is divested of its title to any of the Mortgaged Properties, Mortgagee shall have the right to request that any operator of any Mortgaged Property which is either Mortgagor or any Affiliate of Mortgagor to resign as operator under the joint operating agreement applicable thereto, and no later than 60 days after receipt by Mortgagor of any such request, Mortgagor shall resign (or cause such other Person to resign) as operator of such Mortgaged Property.

5.14. THE INDEMNITEES SHALL NOT BE LIABLE, IN CONNECTION WITH ANY ACTION TAKEN, FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM AN ASSERTION THAT MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY THIRD PERSONS OR ANY ACT OR OMISSION OF ANY INDEMNITEE IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTIES INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNITEE UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNITEE SEEKING INDEMNITY (AS DETERMINED BY A FINAL, NON APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION), A MATERIAL BREACH OF THE

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MATERIAL OBLIGATIONS OF SUCH INDEMNITEE UNDER THIS MORTGAGE OR ANY PROCEEDING THAT IS SOLELY AMONG INDEMNITEES. NO INDEMNITEE SHALL BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF MORTGAGOR. MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY EACH INDEMNITEE FOR, AND TO HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY ANY INDEMNITEE BY REASON OF THIS MORTGAGE OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER UNLESS SUCH LIABILITY, LOSS OR DAMAGE RESULTED FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNITEE SEEKING INDEMNITY (AS DETERMINED BY A FINAL, NON APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION), A MATERIAL BREACH OF THE MATERIAL OBLIGATIONS OF SUCH INDEMNITEE UNDER THIS MORTGAGE OR ANY PROCEEDING THAT IS SOLELY AMONG INDEMNITEES. IF ANY INDEMNITEE SHALL MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION MORTGAGOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY MORTGAGOR TO SUCH INDEMNITEE AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE POST-DEFAULT RATE. MORTGAGOR HEREBY ASSENTS TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF EACH INDEMNITEE WITH RESPECT TO THE MORTGAGED PROPERTIES TAKEN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS MORTGAGE. THE LIABILITIES OF MORTGAGOR AS SET FORTH IN THIS SECTION 5.14 SHALL SURVIVE THE TERMINATION OF THIS MORTGAGE.

5.15. All rights, powers and remedies herein conferred shall be exercisable by Mortgagee to the extent not prohibited by applicable law, and all waivers and relinquishments of rights and similar matters shall only be effective to the extent such waivers or relinquishments are not prohibited by applicable law.

5.16. Mortgagee will provide notice to Mortgagor of its exercise of remedies under Law or under the Hedging Facility Documents to the extent, and at the times, required by Law. In any case, Mortgagee will provide prompt written notice to Mortgagor of its exercise of remedies; provided that the failure to provide such notice will not constitute a breach by Mortgagee of any of the Hedging Facility Documents and shall not in any way impair or affect the validity or availability of the remedy being exercised.

ARTICLE VI.

MATTER OF CONTRACT ONLY

6.1. Mortgagee and Mortgagor agree that this Mortgage and the other Hedging Facility Documents, prepared in connection with the Secured Obligations have been entered into by both parties with the justifiable expectation that only matters of contract are involved between them, arrived at after arm’s length negotiations between parties of equal bargaining power and each of whom has been represented by counsel of its own choosing. Mortgagee and Mortgagor agree that their dealings and matters relating to this Mortgage and the other Hedging Facility Documents will remain matters of contract only, and that any claim that either may have against the other arising out of such dealings, this Mortgage or the other Hedging Facility Documents shall be a contract claim only for those damages allowed for breach of contract, such as possible deficiency after foreclosure, and not including any claim of breach of any so-called covenant of

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good faith and fair dealing. Mortgagee and Mortgagor agree that their dealings and matters arising out of this Mortgage and the other Hedging Facility Documents shall not give rise to any tort claim of “bad faith”, whether under statute, decision or as an alleged common law tort, and shall not give rise to any other tort claim of fiduciary obligation, or mental or emotional distress, and shall not give rise to any claim for punitive damages.

ARTICLE VII.

FIXTURE FILING

7.1. Portions of the Mortgaged Properties consist of (a) As-Extracted Collateral, including oil, gas and other minerals produced or to be produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the wellhead, or (b) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Properties, and Mortgagor (in this Article VII and otherwise herein, “Debtor”) hereby agrees that this instrument shall be filed in the real property records of the counties in which the Mortgaged Properties are located as a fixture filing and a financing statement to perfect the security interest of Mortgagee (in this Article VII and otherwise herein, “Secured Party”) in said portions of the Mortgaged Properties. The oil, gas and other minerals and accounts will be financed at the wellhead of the oil and gas wells located on the lands described in the Leases. The name of the record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness of this document as a security agreement or financing statement for other purposes.

7.2. Any copy of this instrument may also serve as a financing statement under the Applicable UCC between Debtor and Secured Party:

(i) Name and address of Debtor:

[                                         ]

[                                         ]

[                                         ]

(ii) Tax ID Number of Debtor: [                    ]

Organizational ID Number of Debtor: [                    ]

(iii) State of Debtor’s incorporation/formation:

[                    ]

(iv) Name and address of Secured Party:

Wells Fargo Bank, National Association, as Collateral Agent

1445 Ross Avenue, Suite 4500

T9216-451

Dallas, Texas 75202

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(v) Description of types (or items) of property covered by this Financing Statement:

All of Debtor’s rights, titles and interests in and to the goods, equipment, inventory, accounts, contract rights, general intangibles, As-Extracted Collateral, Hydrocarbons, and any and all other personal property of any kind or character, now owned or hereafter acquired, including the proceeds and products from any and all of such personal property, all as such personal property is more fully described in this Mortgage.

(vi) Fixtures and real property descriptions:

Some or all of the above-described goods are or are to become fixtures upon the property located in the County(ies) and State(s) more particularly described in Exhibit A attached to this Mortgage, and by this reference made a part hereof. This fixture Financing Statement is to be filed for record in the real estate records of the Office of the County Clerk and Recorder for the County(ies) in which said real property is located. The Debtor is the record owner of said real property.

7.3. So long as any amount remains unpaid on any of the Secured Obligations, Debtor will not execute and there will not be filed in any public office any financing statement or statements affecting the Collateral (as defined in the Security Agreement) other than financing statements in favor of Secured Party hereunder and financing statements pertaining to Liens permitted by Section 7.2 of the Secured Hedging Facility Agreement.

7.4. On behalf of Debtor, Secured Party is authorized to file, in any jurisdiction where Secured Party deems it necessary, a financing statement or statements covering the Collateral and, to the extent deemed necessary by Secured Party, Debtor will join Secured Party in executing one or more such financing statements. Debtor will pay the cost of filing or recording this instrument, as a financing statement, in all public offices at any time and from time to time whenever filing or recording of any financing statement or of this instrument is reasonably deemed by Secured Party to be necessary or desirable.

7.5. The office where Debtor keeps Debtor’s accounting records concerning the Mortgaged Properties is Mortgagor’s address as set forth on the first page of this Mortgage.

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

8.1. All options and rights of election herein provided for the benefit of Mortgagee are continuing, and the failure to exercise any such option or right of election upon a particular Event of Default or upon any subsequent Event of Default shall not be construed as waiving the right to exercise such option or election at any later date. By the acceptance of payment of any sum secured hereby after its due date, Mortgagee shall not be deemed to have waived the right either to require prompt payment when due of all other sums so secured or to regard as an Event of Default the failure to pay any other sums due which are secured hereby. No exercise of the

19

rights and powers herein granted and no delay or omission in the exercise of such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power may be exercised at any time and from time to time.

8.2. All Secured Obligations shall be payable as provided in the Hedging Facility Documents.

8.3. The terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor and Mortgagor’s successors, legal representatives, and assigns, and shall inure to the benefit of Mortgagee, its successors and assigns, and for the benefit of all other Secured Parties of the Secured Obligations, or any part thereof, and their respective successors and assigns, subject to the restrictions on assignment set forth in the Secured Hedging Facility Agreement.

8.4. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed in favor of Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

8.5. It is the intention of the parties hereto that each Hedge Provider that is party from time to time to any Hedge Transaction with Mortgagor shall conform strictly to usury laws applicable to it. Notwithstanding anything herein to the contrary, if at any time any interest rate in connection with any Hedge Transaction, together with all fees, charges and other amounts which are treated as interest in connection with such Hedge Transaction under applicable law (collectively the “Charges”), shall exceed the Maximum Rate which may be contracted for, charged, taken, received or reserved by the Hedge Provider entering into such Hedge Transaction in accordance with applicable law, the rate of interest payable in respect of such Hedge Transaction, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Hedge Transaction but were not payable as a result of the operation of this Section 8.5 shall be cumulated and the interest and Charges payable to such Hedge Provider in respect of other Hedge Transactions or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Hedge Provider.

8.6. This Mortgage may be executed in several counterparts, all of which are identical, except that to facilitate recordation, certain counterparts hereof may include only that part of Exhibit A which contains descriptions of the properties located in (or otherwise subject to the requirements and/or protection of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded, and other Parts of Exhibit A shall be included in such counterparts by reference only. All such counterparts together shall constitute one and the same instrument. Complete counterparts of this Mortgage containing the entire Exhibit A have been retained by Mortgagor and Mortgagee and filed with the Secretary of State of the State of Pennsylvania. For convenience of recorders, it is noted that the pagination of Exhibit A, even with a particular recording counterpart, may not be consecutive.

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8.7. THIS INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND STATE OF PENNSYLVANIA.

NOTICE: THIS DOCUMENT AND ALL OTHER HEDGING FACILITY DOCUMENTS TOGETHER CONSTITUTE A WRITTEN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION.

[Signature Page Follows]

21

Certificate of Residence of Mortgagee

I do hereby certify that the precise address and principal place of business of the within named Mortgagee is 1445 Ross Avenue, Suite 4500, Dallas, Texas 75202.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

[Signature Page]

CERTIFICATE OF RESIDENCE OF MORTGAGEE

IN WITNESS WHEREOF, this instrument is executed in multiple counterparts, each of which shall be deemed an original for all purposes.

ATTEST [ ]            

Name:	[Name:	]
Title:	[Title:	]

COMMONWEALTH OF PENNSYLVANIA	§
COUNTY OF PHILADELPHIA	§

BE IT REMEMBERED that I,                         , a Notary public duly qualified, commissioned, sworn and acting in and for the County and state aforesaid, hereby certify that, on this      day of [            ], 201[    ], there appeared before me [                    ], the [                    ] of [                    ].

Witness my hand and official seal.

Notary Public

Residing at

My commission expires:                     

SIGNATURE PAGE TO PENNSYLVANIA

OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING,

ASSIGNMENT OF AS-EXTRACTED COLLATERAL AND ASSIGNMENT OF PRODUCTION – SECURED HEDGING FACILITY

EXHIBIT A

(Attached to and made a part of the Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production (“Mortgage”) executed by [                        ] (“Mortgagor”), to Wells Fargo Bank, National Association, as Collateral Agent (“Mortgagee”))

DEFINITIONS:

1. The terms used in Exhibit A have the same meaning as defined in the Mortgage.

2. The term “working interest” as used herein means (a) when applied to individual Leases, the undivided interest owned by Mortgagor in the leasehold estate, out of which are paid Mortgagor’s share of (i) all costs of drilling, completing, equipping and operating a well or wells, and (ii) all royalties, overriding royalties, production payments and other interests in or measured by production, and (b) when applied to Leases described as unitized or pooled, the undivided interest owned by Mortgagor and out of which is paid all costs of drilling, completing, equipping and operating a well or wells producing oil and gas, or either of them, from the portions of the Leases so unitized or pooled. The term “net revenue interest” as used herein means that portion of oil and gas (or oil only, or gas only, where so limited herein) produced from the respective properties herein described to which Mortgagor is entitled after deduction of all royalties, overriding royalties, production payments and other interests in or measured by production which are borne by Mortgagor.

3. The “Well” as used herein means (i) any existing well identified in Exhibit A, including any replacement well drilled in lieu thereof from which gas is now or hereafter produced and (ii) any well at any time producing or capable of producing gas attributable to the Hydrocarbons as defined above, including any well which has been shut-in, has temporarily ceased production or on which workover, reworking, plugging and abandonment or other operations are being conducted or planned.

4. All references contained in this Exhibit A to the Mortgaged Properties are intended to include references to (i) the volume or book and page, file, entry or instrument number of the appropriate records of the particular county in the State or Commonwealth where each such lease or other instrument is recorded and (ii) all valid and existing amendments to such lease or other instrument of record in such county records regardless of whether such amendments are expressly described herein. A special reference is herein made to each such lease or other instrument and the record thereof for a more particular description of the property and interests sought to be affected by the Mortgage and for all other purposes.

5. For recording purposes, in regards to each county or parish portion to this Exhibit A, this Introduction may be attached to an original executed copy of the Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production to be separately filed of record in each county or parish.

A-1

6. With respect to the descriptions of each of the Mortgaged Properties, if the description requires, such description may continue on several successive pages of Exhibit A. Certain property descriptions are in abbreviated form as to Sections, Townships and Ranges. In such descriptions the following terms may be abbreviated as follows:

SYMBOLS AND ABBREVIATIONS:

7. The abbreviation “BPO” or the term “before payout” as used herein means that the figure next to which this abbreviation appears represents Mortgagor’s net revenue interest until such time as Mortgagor or third party has recovered from production from that well or those wells all costs as specified in underlying, farmout assignments or other documents in the chain of title, usually including costs of drilling, completing and equipping a well or wells plus costs of operating the well or wells during the recoupment period.

8. The abbreviation “APO” or the term “after payout” as used herein means that the figure next to which this abbreviation appears represents Mortgagor’s net revenue interest after the point in time when Mortgagor or third party has recovered from production from that well or those wells all costs as specified in underlying farmout assignments or other documents in the chain of title, usually including costs of drilling, completing and equipping a well or wells plus costs of operating the well or wells during the recoupment period.

DESCRIPTION OF MORTGAGED PROPERTIES:

[Description follows on the next page]

A-2

EXHIBIT A

A-3

EXHIBIT E

to Secured Hedging Facility Agreement

FORM OF SECURITY AGREEMENT

[to be attached]

E-1

[FORM OF]

SECURITY AGREEMENT

dated as of

[            ], 201[    ]

among

[            ],

and

Wells Fargo Bank, National Association

as Collateral Agent

Table of Contents

		Page
ARTICLE I	DEFINITIONS AND INTERPRETATION		1
1.1	Definitions		1
1.2	Interpretation		4
ARTICLE II	COLLATERAL		4
2.1	Grant of Security Interest		4
2.2	Termination of Security Interests		5
2.3	Partial Release of Collateral; Release of Grantor.		6
2.4	Security Interest Absolute		6
2.5	Retention in Satisfaction		6
ARTICLE III	PERFECTION OF SECURITY INTEREST		7
3.1	Perfection		7
3.2	Delivery and Other Perfection		7
3.3	Further Assurances		8
ARTICLE IV	REPRESENTATIONS AND WARRANTIES		9
4.1	Representations in Secured Hedging Facility Agreement		9
4.2	[Reserved.].		9
4.3	Legal Names; Type of Organization; Jurisdiction of Organization; Etc		9
4.4	Changes in Circumstances		9
4.5	Trade Names; Etc		9
4.6	Perfected First Priority Liens		9
4.7	No Other Financing Statements		9
4.8	Location of Inventory, Equipment and Records regarding Accounts		10
4.9	Certain Significant Transactions		10
4.10	Timber-to-be-Cut		10
4.11	Deposit Accounts, Commodities Accounts and Securities Accounts		10
4.12	Commercial Tort Claims		10
4.13	Equity Interests		10
4.14	Instruments and Chattel Paper		11
4.15	Patents and Trademarks		11
4.16	Governmental Obligors		11
ARTICLE V	COVENANTS		11
5.1	Covenants in the Secured Hedging Facility Agreement		11
5.2	Maintenance of Perfected Security Interest; Further Documentation.		11
5.3	Pledged Interests.		12
5.4	Special Provisions Relating to Certain Collateral.		13
5.5	Prohibition of Certain Changes		14
5.6	Collateral in Possession of Bailee		14
5.7	[Reserved.].		14
5.8	Notice of Governmental Obligors		14
ARTICLE VI	VOTING RIGHTS AND DIVIDENDS		14
6.1	Voting Rights.		14
6.2	Dividends.		16

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ARTICLE VII	REMEDIES	16
7.1	Events of Default, Etc	16
7.2	Collections on Accounts, Etc	19
7.3	Proceeds	19
7.4	Deficiency	20
7.5	Private Sale	20
7.6	Application of Proceeds	20
7.7	Collateral Agent’s Right to Perform on the Grantor’s Behalf	20
7.8	Preservation of Rights	21
7.9	Rights of Secured Parties	21
7.10	Registration of Equity Interests	21
7.11	Notice of Remedies	21
ARTICLE VIII	THE COLLATERAL AGENT	22
8.1	Collateral Agent’s Appointment as Attorney-in-Fact, Etc.	22
8.2	Duty of Collateral Agent	23
8.3	Authority of Collateral Agent	24
ARTICLE IX	MISCELLANEOUS	24
9.1	Waivers of Rights Inhibiting Enforcement	24
9.2	No Waiver; Remedies Cumulative	25
9.3	Notices	26
9.4	Payment of Expenses, Indemnities, Etc	26
9.5	Amendments, Etc	27
9.6	Successors and Assigns	27
9.7	Survival, Etc	27
9.8	Limitation of Liability	27
9.9	[Reserved.].	27
9.10	Severability	27
9.11	Counterparts; Effectiveness	27
9.12	Governing Law; Submission to Jurisdiction.	28
9.13	Set-Off	29
9.14	Final Agreement of the Parties	29

SCHEDULES

Schedule 4.3	Legal Names, Type of Organization, Jurisdiction of Organization, Chief Executive Office
Schedule 4.4	Changes in Circumstances
Schedule 4.5	Trade Names
Schedule 4.6	Perfection Actions
Schedule 4.7	Other Financing Statements
Schedule 4.8	Location of Inventory and Equipment
Schedule 4.9	Certain Significant Transactions
Schedule 4.11	Deposit Accounts

ii

Schedule 4.12	Commercial Tort Claims
Schedule 4.13	Equity Interests
Schedule 4.15	Patents and Trademarks

ANNEXES

Annex 1 Form of Security Agreement Supplement

iii

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of [            ], 201[    ] (the “Effective Date”), is between [            ], a [            ] limited partnership (the “Grantor”), and Wells Fargo Bank, National Association, as Collateral Agent, for its benefit and the benefit of the other Secured Parties (as used herein “Secured Parties” means, collectively, the Collateral Agent and each Hedge Provider that is from time to time a counterparty to a Hedge Transaction with Grantor)

RECITALS

A. The Grantor has entered into a Secured Hedging Facility Agreement dated as of March 5, 2012 by and among the Atlas Resources, LLC, a Pennsylvania limited liability company (the “Master General Partner”), the Grantor, each other Participating Partnership from time to time party thereto, each Hedge Provider party thereto and Collateral Agent (as amended or otherwise modified from time to time, the “Secured Hedging Facility Agreement”).

B. The Grantor and one or more Hedge Providers are entering into or may enter into certain Approved Master Agreements and Hedge Transactions thereunder.

C. The Secured Parties have required the execution and delivery by the Grantor of this Agreement as a condition to entering into Approved Master Agreements and Hedge Transactions and the Grantor has agreed to enter into this Agreement to secure all Secured Obligations (hereinafter defined).

THEREFORE, in order to comply with the terms and conditions of the Hedging Facility Documents (which for the purposes hereof, shall mean only Hedging Facility Documents to which the Grantor is a party) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agrees with Collateral Agent as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Definitions. Capitalized terms not otherwise defined in this Agreement have the respective meanings assigned to those terms in the Secured Hedging Facility Agreement. All terms used but not defined in this Agreement or the Secured Hedging Facility Agreement that are defined in Article 8 or 9 of the UCC have the meanings therein stated. In addition, the following terms have the following meanings under this Agreement:

“Account Debtor” means a Person (other than the Grantor) obligated on an Account, Chattel Paper, or General Intangible.

“Collateral” has the meaning assigned to that term in Section 2.1.

“Contracts” means all contracts and other agreements of the Grantor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights,

1

warranties, claims and benefits of the Grantor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Grantor, including any rights, warranties, claims or benefits against any Person storing or transporting any Inventory or Equipment or issuing any Documents.

“Excluded Deposit Account” means, at any time, any Deposit Account that is used by the Grantor for the sole purpose of (i) funding the payroll, payroll taxes and other compensation and benefits to employees of the Grantor or (ii) holding subscriber funds in escrow pursuant to Grantor’s partnership agreement in the ordinary course of business.

“Excluded Property” means (a) any Equipment subject to a purchase money security interest or equipment lease (“Encumbered Equipment”) if and to the extent that the creation of a security interest in the right, title or interest of the Grantor in the Encumbered Equipment would cause or result in a default under any contractual provision or other restriction, (b) any Property of the Grantor the creation of a security interest in which would be prohibited by or not be effective under applicable Law or would violate or result in a default under any agreement or instrument in effect on the date hereof between the Grantor and any Person other than the Grantor without the waiver of such default or violation by any Person other than the Grantor; provided that upon the ineffectiveness, lapse, or termination of such law or terms or the obtainment of such consents or waivers, such Property shall cease to constitute Excluded Property, (c) the Equity Interests of any Foreign Subsidiary directly held by the Grantor in excess of 65% of the Equity Interests in such Foreign Subsidiary if the grant of a security interest therein would cause adverse tax consequences for the Grantor, and (d) the Excluded Deposit Accounts, but the exclusions in the foregoing clauses (a) through (d) in no way will be construed (i) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or any successor provision or provisions (as same may be limited by other applicable Law) or other applicable Law, or (ii) to limit, impair or otherwise affect the continuing security interests of the Secured Parties in and liens upon any rights or interests of the Grantor in or to (A) monies due or to become due under or with respect to any such Property or rights (including any Accounts), or (B) any proceeds from the sale, license, lease, or other dispositions of any such Property or rights.

“Foreign Subsidiary” means any subsidiary of the Grantor that is not organized under the laws of (i) the United States of America or any state thereof or (ii) the District of Columbia.

“Intellectual Property” means, collectively, (a) all copyrights, all patents and all trademarks, (b) all applications for copyrights, patents and trademarks (other than “intent to use” applications until a verified statement of use or allegation of use is filed and accepted by the U.S. Patent and Trademark Office with respect to such applications), (c) all inventions, processes, production methods, proprietary information, know how and trade secrets; (d) all licenses granted to the Grantor with respect to any of the foregoing pursuant to any agreement, in each case whether now or hereafter owned or used, and all income, royalties, damages and payments now or hereafter due and/or payable thereon or in respect thereof; and (e) all causes of action, claims and warranties now or hereafter owned or acquired by the Grantor in respect of any of the items listed above.

2

“Investment Account” means a Deposit Account, a Commodities Account, or a Securities Account.

“Issuer” means an issuer of any Pledged Interests.

“Permitted Liens” means Liens permitted by Section 7.2 of the Secured Hedging Facility Agreement (after giving effect, to the extent applicable, to the last paragraph of Section 7.2 immediately following clause (d) thereof).

“Pledged Companies” means each Person listed on Schedule 4.13 hereto, together with each other Person for which all or a portion of the Equity Interests issued by such Person are acquired or otherwise owned by the Grantor after the Effective Date, in each case to the extent such Equity Interests are Collateral.

“Pledged Interests” means the Grantor’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by the Grantor, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor, replacements thereof and additions thereto, all proceeds, interest, profits and other income thereof and all rights relating thereto, including any certificates or instruments representing the Equity Interests, the right to receive any certificates or instruments representing any of the Equity Interests, and the right to receive all dividends (cash, stock or otherwise), distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, rights to subscribe, purchase or sell, all other rights and property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, and all books and records relating to any of the foregoing. “Pledged Interests” does not include any Equity Interests that constitute Excluded Property.

“Proceeds” has the meaning assigned to that term in the UCC, including all proceeds of insurance and all condemnation awards and all other compensation for any casualty event with respect to all or any part of the Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the Collateral.

“Records” means books and records of the Grantor concerning the Collateral.

“Secured Hedging Facility Agreement” has the meaning assigned to that term in the recitals to this Agreement.

“Secured Obligations” has the meaning given the term “Secured Obligations” in the Secured Hedging Facility Agreement (other than (a) Participating Partnership Obligations of a Participating Partnership other than the Grantor and (b) any Master General Partner Obligations arising from or in respect of Participating Partnership Obligations of a Participating Partnership other than the Grantor).

“Secured Parties” has the meaning assigned to that term in the recitals to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

3

“Security Interest” means the security interest in the Collateral granted by the Grantor under this Agreement.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York, but if, by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of any Security Interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in the other jurisdiction for purposes of the provisions of this Agreement relating to perfection or the effect of perfection or non-perfection.

1.2 Interpretation. The principles of interpretation set out in Section 1.2 of the Secured Hedging Facility Agreement apply equally to this Agreement mutatis mutandis.

ARTICLE II

COLLATERAL

2.1 Grant of Security Interest. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Grantor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in all the Grantor’s right, title and interest in, to and under the following property, whether now owned or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (collectively, the “Collateral”):

(a) all Accounts;

(b) Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper);

(c) Commercial Tort Claims described in Schedule 4.12 or in any supplement to that schedule;

(d) all Deposit Accounts and other Investment Accounts;

(e) all Documents;

(f) all Equipment;

(g) all Farm Products;

(h) all General Intangibles (including, without limitation, rights in and under any contracts, including Swap Agreements) and Intellectual Property;

(i) all Goods;

(j) all Instruments;

(k) all Inventory;

4

(l) all Investment Property (including the Pledged Interests);

(m) all Letters of Credit and Letter of Credit Rights;

(n) all rights, claims and benefits against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Grantor, including any rights, claims or benefits against any Person storing or transporting any Inventory or Equipment;

(o) all other tangible and intangible personal property and fixtures, including all cash, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, as-extracted collateral, Supporting Obligations, additions, substitutions and replacements of and to any and all of the foregoing, including all proceeds of and to any of the property described in the preceding clauses of this Section 2.1 (including any proceeds of insurance on that property (whether or not the Collateral Agent is loss payee thereof), and any indemnity, warranty or guarantee, payable by any reason of loss or damage to or otherwise with respect to any of the foregoing, and all causes of action, claims and warranties now or hereafter held by the Grantor in respect of any of the items listed above);

(p) all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Grantor or any computer bureau or service company from time to time acting for the Grantor, to the extent each of the foregoing pertains to the Collateral; and

(q) all Proceeds of the Collateral described in the foregoing clauses (a) through (p).

Notwithstanding anything to the contrary contained in clauses (a) through (q) above, the Collateral will not include any Excluded Property.

2.2 Termination of Security Interests. This Agreement, the Security Interests, the other Security Documents delivered under this Agreement and all obligations (other than those expressly stated to survive such termination in accordance with Section 9.7) of the Collateral Agent and the Grantor under this Agreement and such other Security Documents will automatically terminate and all rights to the Collateral will automatically revert to the Grantor on the Discharge Date or the date or withdrawal of the Grantor pursuant to Section 10.18 of the Secured Hedging Facility Agreement (the “Withdrawal Date”), all without the delivery of any instrument or performance of any act by any Person. Upon termination of this Agreement, the Collateral Agent shall (at the written request and expense of the Grantor) promptly cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Grantor. The Collateral Agent shall also (at the written request and expense of the Grantor) promptly deliver to the Grantor upon such termination any UCC termination statements and other documentation that is reasonably requested by the Grantor to evidence the termination and release of the Security Interests.

5

2.3 Partial Release of Collateral; Release of the Grantor.

(a) Upon the disposition by the Grantor of any Collateral permitted by the Secured Hedging Facility Agreement, the Security Interest in such Collateral and the Proceeds thereof shall automatically terminate without delivery of any instrument or performance of any act by any Person.

(b) In connection with any event or transaction described in clause (a) of this Section 2.3, the Collateral Agent shall (at the Grantor’s sole cost and expense), upon the written request of the Grantor, which written request shall include a certification by the Grantor stating that such event or transaction is in compliance with the Secured Hedging Facility Agreement and the other Hedging Facility Documents, promptly deliver to the Grantor any UCC termination statements and other documentation as the Grantor may reasonably request to evidence the termination and release of the Lien on such Collateral. If the Collateral Agent receives any Proceeds from a disposition of Collateral described in clause (a) of this Section 2.3, the Collateral Agent shall promptly deliver such Proceeds to the Grantor unless an Event of Default has occurred and is continuing.

2.4 Security Interest Absolute. The pledges and security interests created by this Agreement shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Secured Hedging Facility Agreement, any other Hedging Facility Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Secured Hedging Facility Agreement, any other Hedging Facility Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Grantor in respect of the Secured Obligations or this Agreement.

2.5 Retention in Satisfaction. Unless deemed otherwise under applicable Law (including, without limitation, Section 9-620 of the UCC), no action taken or omission to act by the Collateral Agent or the other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Collateral Agent and the other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the full amount then outstanding or until such time as is provided in Section 2.2.

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ARTICLE III

PERFECTION OF SECURITY INTEREST

3.1 Perfection. Grantor shall:

(a) deliver to the Collateral Agent all Instruments and Chattel Paper included in the Collateral having a value in excess of $100,000 and other Instruments and Chattel Paper included in the Collateral to the extent that the aggregate value of all such Instruments and Chattel Paper that have not been delivered to the Collateral Agent exceeds $500,000, which must be endorsed or accompanied by such instruments of assignment and transfer in form and substance reasonably requested by the Collateral Agent; and

(b) deliver to the Collateral Agent certificates evidencing the certificated Pledged Interests together with undated stock powers (or the equivalent documents for Issuers that are not corporations) executed in blank in form reasonably satisfactory to the Collateral Agent.

Additionally, the Grantor hereby authorizes the Collateral Agent, its counsel or its representative to execute, deliver, file and/or record any financing statement, continuation statement or other document necessary or desirable (in the reasonable judgment of the Collateral Agent) (i) to create, preserve, perfect, or maintain the priority of the Security Interests; or (ii) to enable the Collateral Agent to exercise and enforce its rights under this Agreement or any other Hedging Facility Document with respect to the Security Interests. The Grantor shall pay the costs of, and reasonable costs incidental to, any recording or filing of any such financing or continuation statement or other document.

3.2 Delivery and Other Perfection. Grantor shall:

(a) promptly after its acquisition of any Instrument or Chattel Paper having a value in excess of $100,000, deliver to the Collateral Agent that Instrument or Chattel Paper endorsed and/or accompanied by instruments of assignment and transfer in form and substance reasonably requested by the Collateral Agent;

(b) if the aggregate value of all Instruments and Chattel Paper held by the Grantor that have not been delivered to the Collateral Agent exceeds $500,000, promptly deliver to the Collateral Agent additional Instruments or Chattel Paper endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Collateral Agent may reasonably request and having a sufficient value so that the aggregate value of any undelivered Instruments and Chattel Paper does not exceed $500,000;

(c) if requested by the Collateral Agent, deliver to the Collateral Agent any certificate of title, application for title or similar evidence of ownership of any titled Equipment with an aggregate fair market value in excess of $100,000 and shall cause the Collateral Agent to be named as lienholder on that certificate of title, application for title or other evidence of ownership;

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(d) if necessary or desirable in the reasonable judgment of the Collateral Agent to perfect or establish the priority of the Security Interests, stamp or otherwise mark the Records as the Collateral Agent may reasonably require in order to reflect the Security Interests;

(e) for each Investment Account that (i) in the case of any Deposit Account (other than any Excluded Deposit Account) has a closing balance as of any date on or after the Effective Date exceeding $250,000 or (ii) in the case of any other Investment Account, has a closing market value as of any date on or after the Effective Date exceeding $250,000, the Grantor shall cause the institution with which the Investment Account is maintained to execute and deliver to the Collateral Agent within 30 days of the date on which the closing balance or closing market value, as applicable, of the respective Investment Account first exceeds $250,000, a “control agreement” in form and substance reasonably satisfactory to the Collateral Agent, except that in no event shall the Grantor permit the sum of (x) the closing balance of all Deposit Accounts of the Grantor (other than Excluded Deposit Accounts) not covered by such a “control agreement” and (y) the closing market value of all other Investment Accounts of the Grantor not covered by such a “control agreement” to exceed $1,000,000 in the aggregate as of any date. If any institution with which an Investment Account is maintained refuses to, or does not, enter into such a “control agreement” for an Investment Account for which a “control agreement” is required by the terms of the preceding sentence of this Section 3.2(e), then the Grantor shall promptly (and in any event within 30 days of the date on which the closing balance or closing market value, as applicable, of the respective Investment Account first exceeds $250,000) close such Investment Account and transfer all balances therein to another Investment Account meeting the requirements of this Section 3.2(e); and

(f) furnish to the Collateral Agent within 30 Business Days after the Grantor becomes aware of any Commercial Tort Claim of the Grantor not previously described on Schedule 4.12, a description in form and substance reasonably satisfactory to the Collateral Agent of that Commercial Tort Claim (other than Commercial Tort Claims the aggregate amount of which for the Grantor does not exceed $500,000) and upon the delivery of that description to the Collateral Agent, Schedule 4.12 will be deemed amended to include that Commercial Tort Claim.

3.3 Further Assurances. The Grantor shall, from time to time, at its sole expense, promptly execute, deliver, file and record all further agreements, assignments, instruments, documents and certificates, obtain any and all governmental approvals and consents that it can obtain using commercially reasonable efforts, and take all further action that may be necessary, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm, maintain the priority of or validate the Security Interests or to enable the Collateral Agent to obtain the full benefits of the Security Documents, or to enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies thereunder with respect to any of such Collateral.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent and the Hedge Providers to enter into the Secured Hedging Facility Agreement, and to induce the Hedge Providers to enter into Approved Master Agreements and Hedge Transactions with the Grantor, the Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

4.1 Representations in Secured Hedging Facility Agreement. The representations and warranties set forth in Section 5.1 and Section 5.2 of the Secured Hedging Facility Agreement as they relate to the Grantor or to the Hedging Facility Documents to which the Grantor is a party are true and correct in all material respects.

4.2 [Reserved.].

4.3 Legal Names; Type of Organization; Jurisdiction of Organization; Etc. Schedule 4.3 sets forth the Grantor’s (i) exact legal name, (ii) type of organization, (iii) jurisdiction of organization, (iv) organizational identification number (if any), (v) taxpayer identification number, (vi) chief executive office or sole place of business, and (vii) each jurisdiction (other than its jurisdiction of organization) in which the nature of the business conducted by it requires it to maintain its qualification to do business in such jurisdiction, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect, in each case as of the Effective Date.

4.4 Changes in Circumstances. Except as set forth in Schedule 4.4, the Grantor has not, within the four-month period ending on the date of this Agreement: (a) changed its location (as defined in Section 9-307 of the UCC); (b) changed its name; or (c) become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a security agreement previously entered into by any other Person.

4.5 Trade Names; Etc. Schedule 4.5 lists each trade name, fictitious name and other name that the Grantor has or operates under on the Effective Date or had or operated under during the preceding five years.

4.6 Perfected First Priority Liens. The Security Interests (a) upon completion of the filings and other actions specified on Schedule 4.6 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral, to the extent required in this Agreement, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and any Persons purporting to purchase any Collateral from the Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Excepted Liens that have priority over the Liens on the Collateral by operation of law.

4.7 No Other Financing Statements. As of the Effective Date, no financing statement or similar document that names the Grantor as debtor or covers all or any part of the Collateral is

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on file or of record in any recording or public office except for (i) any financing statements filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties in connection with this Agreement and the other Security Documents and (ii) financing statements set forth on Schedule 4.7.

4.8 Location of Inventory, Equipment and Records regarding Accounts. Schedule 4.8 lists, as of the Effective Date, all locations where the Grantor holds Inventory and Equipment and all locations where the Grantor keeps its records concerning its Accounts.

4.9 Certain Significant Transactions. During the one year period preceding the Effective Date, no Person has merged or consolidated with or into the Grantor, and no Person has liquidated into, or transferred all or substantially all of its assets to, the Grantor, in each case except for the transactions described in Schedule 4.9.

4.10 Timber-to-be-Cut. On the Effective Date, the Grantor does not own nor does it expect to acquire, any property that constitutes, or would constitute, Timber-to-be-Cut.

4.11 Deposit Accounts, Commodities Accounts and Securities Accounts. Schedule 4.11 accurately sets forth, as of the Effective Date, each Investment Account maintained by the Grantor (including the account number and a description of the purpose of the account), the name of the respective institution at which that Investment Account is maintained, and whether or not such Investment Account has had a closing balance or closing market value, as applicable, in excess of $250,000 on any day during the 12-month period preceding the Effective Date. The Grantor is the sole account holder of each such Investment Account and has not consented to, and is not otherwise aware of, any Person (other than a Secured Party) having “control” (within the meaning of Sections 9-104 or 9-106 of the UCC, as applicable) over, or any other interest in or claim against, any such Investment Account.

4.12 Commercial Tort Claims. Schedule 4.12 lists and describes all Commercial Tort Claims (with specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the UCC) of the Grantor in existence on the Effective Date. Failure to list a Commercial Tort Claim on Schedule 4.12 is not intended to and will not (i) impair the rights of the Grantor with respect to any third Person or (ii) limit the rights of the Collateral Agent with respect to that claim.

4.13 Equity Interests. Schedule 4.13 sets forth, as of the Effective Date, with respect to each Person that is an Issuer, (i) the name of that Person, (ii) the type of entity of that Person, (iii) its jurisdiction of organization, (iv) a description of the Pledged Interests issued by such Person, including the number issued, (v) if such Pledged Interests are represented by certificates, the number(s) of such certificates issued to the owner thereof, and (vi) the percentage of those Pledged Interests that are owned by the Grantor. All of the Pledged Interests identified on Schedule 4.13 have been duly and validly issued and are fully paid and nonassessable; and the Grantor is the beneficial and, except as set forth in Schedule 4.13, record owner of, and has good title to, such Pledged Interests that are pledged by it hereunder, free of any and all Liens except the Security Interests and Permitted Liens. Schedule 4.13 also sets forth the information in clauses (i) through (vi) of this Section 4.13 with respect to all Equity Interests held by the Grantor that constitutes Excluded Property.

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4.14 Instruments and Chattel Paper. The Grantor has delivered to the Collateral Agent all Collateral constituting Instruments and Chattel Paper to the extent required by Sections 3.1 and 3.2. No Collateral constituting Chattel Paper or Instruments contains any statement therein to the effect that such Collateral has been assigned to an identified party other than the Collateral Agent, and the grant of a security interest in such Collateral in favor of the Collateral Agent hereunder does not violate the rights of any other Person as a secured party.

4.15 Patents and Trademarks. Schedule 4.15 sets forth, as of the Effective Date, (a) each patent and trademark owned by the Grantor that is registered with the United States Patent and Trademark Office, (b) each application filed by the Grantor for registration with the United States Patent and Trademark Office of any patent or trademark that has not been so registered, and (c) each patent license and trademark license owned by the Grantor.

4.16 Governmental Obligors. As of the Effective Date, none of the Account Debtors on the Grantor’s Accounts, Chattel Paper or Payment Intangibles is a Governmental Authority.

ARTICLE V

COVENANTS

In furtherance of the grant of the Security Interest pursuant to Article II, the Grantor agrees with the Collateral Agent that, from and after the Effective Date until the Discharge Date or the Withdrawal Date:

5.1 Covenants in the Secured Hedging Facility Agreement. The Grantor shall take, or shall refrain from taking, as the case may be, each action that is required to be taken or not taken by the Grantor, as the case may be, pursuant to the covenants in the Secured Hedging Facility Agreement and giving effect to the applicable grace periods and cure periods provided for in the Secured Hedging Facility Agreement.

5.2 Maintenance of Perfected Security Interest; Further Documentation.

(a) Without the prior written consent of the Collateral Agent, the Grantor shall not file (or authorize or permit the filing of or suffer to be on file) in any jurisdiction any financing statement or similar document with respect to the Collateral in which the Collateral Agent is not named as the sole secured party except for financing statements evidencing Permitted Liens.

(b) The Grantor shall maintain the Security Interest created by this Agreement (subject to any limitations with respect to perfection as set forth in the Hedging Facility Documents) as a perfected security interest, subject to the qualifications, and, as applicable, having at least the priority described in Section 4.6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever except for Permitted Liens and subject to the rights of the Grantor under the Hedging Facility Documents to dispose of Collateral.

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5.3 Pledged Interests.

(a) If the Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the Pledged Interests of any Issuer which would constitute Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Grantor to the Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by the Grantor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.

(b) In the event the Grantor acquires any Equity Interests not constituting Excluded Property, the Grantor shall deliver to the Collateral Agent a duly executed amendment to this Agreement, in the form of Annex 1 hereto (a “Security Agreement Supplement”) pursuant to which the Grantor will pledge such additional Equity Interests as Collateral. The Grantor hereby authorizes the Collateral Agent to attach each Security Agreement Supplement delivered hereunder to this Agreement and agrees that all additional Equity Interests owned by it set forth in such Security Agreement Supplements shall be considered to be part of the Collateral.

(c) Without the prior written consent of the Collateral Agent, the Grantor will not, except as expressly permitted by the Hedging Facility Documents, (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except as could not reasonably be expected to materially and adversely affect the rights and remedies of the Collateral Agent and the other Secured Parties under the Hedging Facility Documents, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Interests or Proceeds thereof, (iii) create, incur or permit to exist any Lien except for Permitted Liens or option in favor of, or any claim of any Person with respect to, any of the Pledged Interests or Proceeds thereof, or any interest therein, except for the Security Interests or (iv) enter into any agreement or undertaking restricting the right or ability of the Grantor or the Collateral Agent to sell, assign or transfer any of the Pledged Interests or Proceeds thereof.

(d) Except as expressly permitted in the Hedging Facility Documents, (i) the Pledged Interests will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by the Grantor and (ii) the Grantor will not permit any Issuer of any of the Pledged Interests to issue any new shares (or other interests) of any class of Equity Interests of such Issuer without the prior written consent of the Collateral Agent unless such additional Equity Interests become Pledged Equity Interests in accordance with this Agreement.

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5.4 Special Provisions Relating to Certain Collateral.

(a) Assigned Agreements. The Grantor acknowledges that the Secured Parties have no responsibility to perform obligations under any contract or other agreement constituting part of the Collateral. The exercise by the Collateral Agent or any other Secured Party of any of the rights and remedies under this Agreement or any of the Hedging Facility Documents will not release The Grantor from any of its duties or obligations under those agreements. Neither the Collateral Agent nor any other Secured Party has any duty, obligation or liability under those agreements, any Governmental Approvals included in the Collateral or otherwise in respect of the Collateral by reason of this Agreement or is obligated to perform any of the obligations or duties of The Grantor under agreements or otherwise in respect of the Collateral or to take any action to collect or enforce any claim for payment or any other right assigned hereunder.

(b) Intellectual Property.

(i) Solely to the extent necessary to enable the Collateral Agent to exercise rights and remedies under Section 7.1 at any time the Collateral Agent is lawfully entitled to do so and is permitted to do so under Section 7.1, and for no other purpose, pursuant to the terms and subject to the conditions hereof, the Grantor hereby grants to the Collateral Agent, to the extent the Grantor has the right to do so, an irrevocable (until the Discharge Date or the Withdrawal Date), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by that the Grantor, wherever located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof, but this grant will not apply to the extent it would cause the termination, invalidation, voiding, cancellation, degradation or abandonment of the Grantor’s rights in such Intellectual Property.

(ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 7.6 of the Secured Hedging Facility Agreement that limit the rights of the Grantor to dispose of their property, if no Event of Default has occurred and is continuing, the Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property. In furtherance of the foregoing, unless an Event of Default has occurred and is continuing, the Collateral Agent shall from time to time, upon the request of the Grantor and at the Grantor’s expense, execute and deliver any instruments, certificates or other documents, in the form reasonably requested by the Grantor, to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Intellectual Property). Further, upon the Discharge Date or the Withdrawal Date and the Grantor’s request, the Collateral Agent shall grant back to the Grantor the license granted pursuant to clause (i) immediately above and such license, and all sublicenses granted by or on behalf of the Collateral Agent pursuant thereto, shall be terminated as of the Discharge Date or the Withdrawal Date. The exercise of rights and remedies under Section 6.1 by the Collateral Agent will not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Grantor in accordance with the first sentence of this clause (ii).

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5.5 Prohibition of Certain Changes. The Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or stored (other than locations where the Grantor is a lessee with respect to any oil and gas lease), or the location of its records concerning the Collateral as set forth herein, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Collateral Agent shall have received at least five Business Days prior written notice of such change and any reasonable action requested by the Collateral Agent in connection therewith has been, or will be contemporaneously therewith, completed or taken (including any action to continue the perfection of any Liens in favor of the Collateral Agent, on behalf of the Secured Parties, in any Collateral), provided that, any new location shall be in the United States or Canada. The Grantor shall not change its fiscal year. Grantor shall not change the location of any Collateral with an aggregate value in excess of $100,000 for such change in location if such change would cause the Security Interest in that Collateral to lapse or cease to be perfected.

5.6 Collateral in Possession of Bailee. If any Collateral of the Grantor with an aggregate value greater than $100,000 is in the possession or control of any single warehouseman, bailee or agent, the Grantor shall notify the Collateral Agent of that circumstance and, if requested by the Collateral Agent, shall use commercially reasonable efforts to promptly obtain an acknowledgment from that warehouseman, bailee or agent, in form and substance reasonably satisfactory to the Collateral Agent, that the warehouseman, bailee or agent holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent without the further consent of the Grantor.

5.7 [Reserved.].

5.8 Notice of Governmental Obligors. In the event any Account Debtor on the Grantor’s Accounts, Chattel Paper or Payment Intangibles is a Governmental Authority, the Grantor will deliver prompt written notice thereof to the Collateral Agent.

ARTICLE VI

VOTING RIGHTS AND DIVIDENDS

6.1 Voting Rights.

(a) So long as no Event of Default has occurred and is continuing, and until notice is provided pursuant to Section 6.1(b), the Grantor may vote any and all of the Equity Interests owned by it and give consents, waivers or ratifications in respect of those Equity Interests, but the Grantor shall not vote or give any consent, waiver or ratification or take any other action that would violate any of the terms of any Hedging Facility Document, or materially impair the rights of the Collateral Agent in respect of such Equity Interests.

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(b) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) delivery of written notice by the Collateral Agent to the Grantor of its intent to exercise any rights pertaining to the Pledged Interests, all rights of the Grantor in its capacity as the holder of such Equity Interests to vote and to give consents, waivers and ratifications will cease in favor of, and be exercisable by, the Collateral Agent. The Collateral Agent may thereafter exercise any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof, all without liability except to account for Property actually received by it, but the Collateral Agent shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to effect this transfer of rights to the Collateral Agent, the Grantor shall execute and deliver to the Collateral Agent a proxy in a form reasonably approved by the Collateral Agent, and the Collateral Agent may, upon the occurrence and during the continuance of the circumstances described in clauses (i) and (ii) of the immediately preceding sentence, date and present the proxy to the issuer of such Equity Interests. Without limiting the effect of the previous sentence, the Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Interests owned by the Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Interests would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Interests on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default. Such proxy shall automatically terminate if such Event of Default has been cured, remedied, or waived by the Hedge Providers or on the Discharge Date or the Withdrawal Date, whichever occurs first.

(c) The Grantor hereby authorizes and instructs each Issuer of any Pledged Interests (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Interests directly to the Collateral Agent. Such instruction shall automatically terminate if such Event of Default has been cured, remedied, or waived by the Hedge Providers or on the Discharge Date or the Withdrawal Date, whichever occurs first.

(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Interests is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then, until such Event of Default has been cured, remedied, or waived by the Hedge Providers or on the Discharge Date or the Withdrawal Date, whichever occurs first, all rights of the Grantor in respect thereof to exercise the voting and other consensual rights that the Grantor would otherwise be entitled to exercise with respect to the Pledged Interests issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

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6.2 Dividends.

(a) So long as no Event of Default has occurred and is continuing, until the Collateral Agent elects to exercise its rights under Section 6.2(b), (i) the Grantor may retain any cash dividends and other cash distributions paid to it and (ii) the Grantor shall hold in trust for the benefit of the Collateral Agent, segregated from the other property or funds of the Grantor, to the extent each is Collateral, any Instruments, securities, Chattel Paper, property or proceeds and products received, receivable or otherwise distributed to it in respect of, or in exchange for, any Collateral and shall promptly deliver the property received by it (except electronic chattel paper, documents or letters of credit and subject to the limitations set forth in Section 3.2(a)) in the same form as received (with any necessary endorsement) to the Collateral Agent to be held as Collateral.

(b) Upon the occurrence and during the continuance of an Event of Default (that has not been waived by the Hedge Provider Majority), the Collateral Agent may elect to receive and hold as Collateral cash dividends, payments, distributions or other proceeds with respect to any of the Collateral (and upon that election the right of the Grantor to receive and hold cash dividends and distributions will terminate) and shall thereupon have the sole right to receive any cash dividends, payments, distributions and other proceeds (and may apply them to payment of the Secured Obligations in accordance with the provisions of this Agreement and Section 3.9 of the Secured Hedging Facility Agreement) until all Events of Default have been cured, remedied, or waived by the Hedge Providers. If Grantor receives any dividends or distributions in violation of the provisions of this Section 6.2(b), it shall hold those dividends and distributions, to the extent allowable under applicable Law, in trust for the benefit of the Secured Parties, segregated from other funds of the Grantor, and shall forthwith pay them over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement).

ARTICLE VII

REMEDIES

7.1 Events of Default, Etc. If any Event of Default occurs and is continuing:

(a) the Collateral Agent may exercise the rights and remedies with respect to this Agreement as more particularly provided herein or in the other Hedging Facility Documents;

(b) The Grantor shall, upon the reasonable request of the Collateral Agent, assemble Collateral owned by it (and not otherwise in the possession of the Collateral Agent) at such place or places, reasonably convenient to the Collateral Agent and the Grantor, designated in such request, including the premises of the Grantor;

(c) the Collateral Agent may (but will not be obligated to), without notice to the Grantor and at such times as the Collateral Agent in its sole discretion may determine, exercise any or all of the rights of the Grantor in, to and under, or in any way connected to the Collateral;

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(d) the Collateral Agent may (but will not be obligated to) make any reasonable compromise or settlement it deems desirable with respect to any of the Collateral and may (but will not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify the terms, of all or any part of the Collateral;

(e) the Collateral Agent may (but will not be obligated to), in its name or in the name of the Grantor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral;

(f) the Collateral Agent may (but will not be obligated to), upon 10 Business Days’ prior written notice to the Grantor of the time and place, sell, lease, assign or otherwise dispose of all or any part of the Collateral owned by that the Grantor, at such place or places as the Collateral Agent deems best, and for cash or for credit or for credit bid of Secured Obligations (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable Law and cannot be waived). If Collateral Agent is directed to credit bid the Secured Obligations at any such sale or other disposition as set forth in Section 8.2 of the Secured Hedging Facility Agreement, then all Hedge Providers will be bound by that direction. If the Collateral Agent is not so directed to credit bid the Secured Obligations, then any Secured Party may credit bid the Secured Obligations owing to it at that sale or other disposition. The Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the maximum extent permitted by applicable Law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Grantor, any such demand, notice and right or equity being hereby expressly waived and released to the maximum extent permitted by applicable Law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Collateral Agent, at the Collateral Agent’s place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Collateral Agent deems appropriate. The Collateral Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Law. Upon any public or private sale the Collateral Agent may deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Collateral Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, but neither the Collateral Agent nor any Secured Party will incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof; provided that if the Event of Default has been cured, remedied or waived during that time period such Collateral will not be sold. All cash proceeds of any such sale, and any other realization upon all or any part of the Collateral may, in the discretion of the Collateral

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Agent, be held by the Collateral Agent as collateral for or applied then or at any time thereafter, in whole or in part, by the Collateral Agent for the benefit of the Secured Parties to the payment and satisfaction of the Secured Obligations in accordance with Section 7.6;

(g) upon request of the Collateral Agent, the Grantor shall promptly notify (and the Grantor hereby authorizes the Collateral Agent to so notify) each Account Debtor in respect of any Accounts or Instruments of that the Grantor that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent;

(h) the Collateral Agent may, but will not be obligated to, render unusable any of the Collateral;

(i) the Collateral Agent may (but will not be obligated to) deliver a notice of exclusive control to a Bank, Commodity Intermediary or Securities Intermediary pursuant to any control agreement then in effect; and

(j) the Collateral Agent will have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured creditor under the UCC (whether or not the UCC is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured creditor is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers or privileges under this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by Law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner of the Collateral (and the Grantor shall take all such action as reasonably requested by the Collateral Agent to give effect to that right).

The Collateral Agent shall apply the proceeds of each collection, sale or other disposition under this Section 7.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, in accordance with Section 7.6, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of Law, including, without limitation, Section 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to the Grantor. To the extent permitted by applicable Law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. The Collateral Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act, as amended, and applicable state securities Laws, the Collateral Agent may be compelled, subject to the notice provision as provided in paragraph (f) of this Section 7.1, with respect to any sale of all or any part of the Collateral constituting a security (as such term is defined in the

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Securities Act), to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale will not be deemed to have been made in a commercially unreasonable manner by reason of such less favorable terms and that the Collateral Agent will have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the Grantor or the Issuer thereof to register it for public sale under the Securities Act, or under applicable state securities Laws, even if such grantor or issuer would agree to do so. The Grantor agrees to use its best efforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this Section 7.1 valid and binding and in compliance with any and all other applicable Laws. The Grantor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.1 shall be specifically enforceable against the Grantor, and the Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

7.2 Collections on Accounts, Etc. Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the Grantor shall notify the Account Debtors that the applicable Accounts, Chattel Paper and Payment Intangibles have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its own name or in the name of others communicate with the Account Debtors to verify with them to its satisfaction the existence, amount and terms of any Accounts, Chattel Paper or Payment Intangibles.

7.3 Proceeds. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by the Grantor, and any other cash or non-cash Proceeds received by the Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the Collateral Agent if required, in a special collateral account maintained by the Collateral Agent, subject to withdrawal by the Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Collateral Agent (or by the Grantor in trust for the Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in this Article VII. At such intervals as may

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be agreed upon by the Grantor and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Collateral Agent may elect, and any part of such funds that the Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Collateral Agent to the Grantor or to whomsoever may be lawfully entitled to receive the same.

7.4 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral by virtue of the exercise of remedies under this Article VII are insufficient to cover the costs and expenses of such exercise and the payment in full of the Secured Obligations, the Collateral Agent will retain all rights and remedies under the Hedging Facility Documents and the Grantor will remain liable with respect to any deficiency and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

7.5 Private Sale. The Collateral Agent and the other Secured Parties will not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 7.1 conducted in a commercially reasonable manner. Subject to and without limitation of the preceding sentence, the Grantor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. The Grantor further acknowledges that any offer to sell any Collateral consisting of Equity Interests that has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than 15 bona fide offerees will be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent or one or more of the other Secured Parties may, in such event, bid for the purchase of such Equity Interests.

7.6 Application of Proceeds. Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant to this Article VII, and any other cash at the time held by the Collateral Agent under this Article VII, shall be applied by the Collateral Agent as provided in Section 3.9 of the Secured Hedging Facility Agreement.

7.7 Collateral Agent’s Right to Perform on the Grantor’s Behalf. If the Grantor fails to perform any of its obligations under this Agreement, the Collateral Agent may (but will not be obligated to), upon reasonable notice to that Grantor, unless the Grantor is diligently pursuing a cure for such failure that cannot reasonably be obtained more quickly by the Collateral Agent’s performance as specified herein, itself reasonably perform or cause to be reasonably performed such obligations at the expense of the Grantor, either in its name or in the name and on behalf of the Grantor.

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7.8 Preservation of Rights. Neither the Collateral Agent nor any Secured Party is required to take any steps to preserve any rights against prior parties to any of the Collateral.

7.9 Rights of Secured Parties. The Collateral Agent or any other Secured Party may (but is not obligated to) pay or secure payment of any overdue tax or other overdue claim (except for taxes or claims (a) being contested in good faith by the Grantor and with respect to which any reserves required by GAAP are established by the Grantor on its books and (b) of which the failure to pay or perform could not reasonably be expected to result in a Material Adverse Effect) that may be secured by or result in a Lien on any Collateral. The Collateral Agent or any other Secured Party may (but is not obligated to) do any other thing that it reasonably believes is necessary or desirable (i) to preserve, protect or maintain the Collateral if the Grantor is failing to do so in breach of this or any other Hedging Facility Document or (ii) upon the occurrence and during the continuance of an Event of Default, to enhance the value of the Collateral. The Grantor shall promptly reimburse the Collateral Agent or any other Secured Party for any reasonable payment or documented expense (including reasonable attorneys’ fees and documented expenses) that the Collateral Agent or such other Secured Party incurs pursuant to this Section 7.9.

7.10 Registration of Equity Interests. If the Collateral Agent shall determine to exercise the right to sell any or all of the Pledged Interests under this Article VII, and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, as amended, the Grantor will (a) use its commercially reasonable efforts to cause the relevant Issuer to execute and deliver, and to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Interests, or that portion thereof to be sold, under the provisions of the Securities Act, and (b) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Interests, or that portion thereof to be sold, and make all amendments thereto and/or to the related prospectus that, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto. The Grantor shall use its commercially reasonable efforts to cause the relevant Issuer to comply with the provisions of the securities or “Blue Sky” Laws of any and all jurisdictions that the Collateral Agent designates and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act.

7.11 Notice of Remedies. The Collateral Agent will provide notice to the Grantor of its exercise of remedies under Law or under the Hedging Facility Documents to the extent, and at the times, required by Law. In any case, the Collateral Agent will provide prompt written notice to the Grantor of its exercise of remedies; provided that the failure to provide such notice will not constitute a breach by the Collateral Agent of any of the Hedging Facility Documents and shall not in any way impair or affect the validity or availability of the remedy being exercised.

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ARTICLE VIII

THE COLLATERAL AGENT

8.1 Collateral Agent’s Appointment as Attorney-in-Fact, Etc.

(a) The Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do any or all of the following:

(i) unless being contested in good faith by appropriate proceedings, pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(ii) execute, in connection with any sale provided for in Article VII, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (B) take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any all such moneys due under any Account, Instrument or General Intangible or with respect to any other Collateral whenever payable; (C) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (D) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (E) receive, change the address for delivery, open and dispose of mail addressed to Grantor, and to execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (G) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral; (H) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or

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releases as the Collateral Agent may deem appropriate; (I) assign any patent or trademark (along with the goodwill of the business to which any such trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (J) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do.

Anything in this Section 8.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 8.1(a) unless an Event of Default shall have occurred and be continuing.

(b) After the occurrence and during the continuation of an Event of Default, if Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.1, together with interest thereon at a rate of interest equal to the lesser of (i) the maximum lawful rate or (ii) any rate of interest that may accrue after an Event of Default pursuant to the Secured Hedging Facility Agreement or any other Hedging Facility Document.

(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

8.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof (except as provided herein). The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be

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accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. To the fullest extent permitted by applicable Law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Secured Obligations, or to take any steps necessary to preserve any rights against the Grantor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Grantor, to the extent permitted by applicable Law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Party to proceed against the Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party now has or may hereafter have against the Grantor or other Person.

8.3 Authority of Collateral Agent. The Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Secured Hedging Facility Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and the Grantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

ARTICLE IX

MISCELLANEOUS

9.1 Waivers of Rights Inhibiting Enforcement. The Grantor waives, to the maximum extent permitted by applicable Law:

(a) any rights or privileges that it may acquire under the UCC or any other applicable law (and further agrees not to assert any such rights);

(b) any claim that, as to any part of the Collateral, a public sale, should the Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral;

(c) except as otherwise provided in this Agreement or the other Hedging Facility Documents, ALL LEGAL RIGHTS THAT MIGHT OTHERWISE REQUIRE THE COLLATERAL AGENT TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS OR JUDICIAL HEARING, NOTICE OF JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT GRANTOR

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WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE COLLATERAL AGENT’S RIGHTS HEREUNDER;

(d) all rights of redemption, appraisement, valuation, stay, extension and moratorium;

(e) all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable Law;

(f) all rights and defenses arising out of an election of remedies by any Secured Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Grantor’s rights of subrogation and reimbursement;

(g) all rights and defenses that the Grantor may have because the Secured Obligations are secured by real property. This means, among other things:

(i) The Secured Parties may collect from the Grantor without first foreclosing on any real or personal property collateral pledged by the Grantor; and

(ii) If any Collateral Agent forecloses on any real property collateral pledged by the Grantor, the amount of the Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and

This is an unconditional and irrevocable waiver of any rights and defenses the Grantor may have because the Secured Obligations are secured by real property.

9.2 No Waiver; Remedies Cumulative. No failure on the part of any Secured Party or any of its agents to exercise, no delay in exercising and no course of dealing with respect to, any right, power or remedy hereunder will operate as a waiver thereof. No single or partial exercise by any Secured Party or any of its agents of any right, power or remedy hereunder will preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies in this Agreement or in any other Hedging Facility Document expressly provided are cumulative and not exclusive of any rights, powers or remedies that any Secured Party would otherwise have, including, without limitation, any rights of set-off. No notice to or demand on the Grantor in any case will entitle the Grantor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Party to any other or further action in any circumstances without notice or demand, except as required by this Agreement.

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9.3 Notices. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto must be sent or delivered by mail, e-mail, telecopy or courier service and all such notices and communications will be effective when received. All notices and other communications must be in writing and addressed to such party as follows:

(a) in the case of the Grantor or the Collateral Agent, the address provided in the Secured Hedging Facility Agreement; and

(b) in the case of any other Secured Party, the address specified by such Secured Party in writing to the Collateral Agent and the Grantor;

or in any case at such other address as any of the Persons listed above may hereafter notify the others in writing.

9.4 Payment of Expenses, Indemnities, Etc. To the extent and at such times the Grantor would be required to do so pursuant to Section 10.6 of the Secured Hedging Facility Agreement:

(a) The Grantor agrees to pay or promptly reimburse the Collateral Agent and each other Secured Party for all advances, charges, costs and expenses (including, without limitation, all costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all reasonable attorneys’ fees, documented legal expenses and court costs) incurred by any Secured Party in connection with the exercise of its respective rights and remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of the Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Collateral Agent or any other Secured Party under this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) enforcing or preserving any rights under this Agreement.

(b) Without duplication of Section 9.4(a), the Grantor agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, court costs and reasonable attorneys’ fees, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement) incurred because of, incident to, or with respect to, the Collateral (including, without limitation, any exercise of rights or remedies in connection therewith) or the execution, delivery, enforcement, performance and administration of this Agreement; provided that the foregoing shall not apply to the extent such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements have resulted from (i) the gross negligence or willful misconduct of the Collateral Agent or any other Secured Party (as determined by a final, nonappealable judgment of a court of competent jurisdiction), (ii) a material breach of the material obligations of the Collateral Agent or any other Secured Party under this Agreement or (iii) any proceeding that is solely among Secured Parties.

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9.5 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Grantor therefrom, will in any event be effective unless the same is in writing and signed by the Grantor and the Collateral Agent acting with the written consent of a Hedge Provider Majority (or such other percentage of Hedge Providers as required by Section 10.1 of the Secured Hedging Facility Agreement). Any such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

9.6 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the respective successors and permitted assigns of the Grantor and the Collateral Agent, the Secured Parties, and each holder of any of the Secured Obligations, but the Grantor shall not assign or transfer its rights under this Agreement without the prior written consent of the Collateral Agent.

9.7 Survival, Etc. The obligations of the parties under Section 9.4 shall survive the Discharge Date or the Withdrawal Date. The representations and warranties of the Grantor set out in this Agreement or contained in any documents delivered to any Secured Party pursuant to this Agreement will survive the execution and delivery of this Agreement.

9.8 Limitation of Liability. NO SECURED PARTY WILL HAVE LIABILITY WITH RESPECT TO, AND THE GRANTOR HEREBY WAIVES TO THE EXTENT PERMITTED BY LAW, RELEASES AND AGREES NOT TO SUE FOR:

(a) ANY LOSS OR DAMAGE SUSTAINED BY THE GRANTOR, OR ANY LOSS, DAMAGE, DEPRECIATION OR OTHER DIMINUTION IN THE VALUE OF ANY COLLATERAL, THAT MAY OCCUR AS A RESULT OF, IN CONNECTION WITH, OR THAT IS IN ANY WAY RELATED TO, ANY LAWFUL EXERCISE OF ANY LAWFUL RIGHT OR REMEDY UNDER THIS AGREEMENT EXCEPT FOR ANY SUCH LOSS, DAMAGE, DEPRECIATION OR DIMINUTION TO THE EXTENT RESULTING FROM ACTS OR OMISSIONS ON THE PART OF SUCH SECURED PARTY CONSTITUTING WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BAD FAITH OR MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION); OR

(b) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY THE GRANTOR IN CONNECTION WITH ANY CLAIM RELATED TO THIS AGREEMENT.

9.9 [Reserved.].

9.10 Severability. If one or more provisions of this Agreement is invalid, illegal or unenforceable in any respect under any applicable Law, the validity, legality, and enforceability of the remaining provisions contained herein will not be affected or impaired thereby.

9.11 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of which taken together are deemed one and the same agreement. This Agreement will become effective at such time as the Collateral Agent receives counterparts hereof signed by all of the intended parties hereto.

27

9.12 Governing Law; Submission to Jurisdiction.

(a) THIS AGREEMENT IS GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER HEDGING FACILITY DOCUMENT MUST BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THOSE COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 10.4 OF THE SECURED HEDGING FACILITY AGREEMENT (OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 10.4 OF THE SECURED HEDGING FACILITY AGREEMENT) OR SECTION 9.3 OF THIS AGREEMENT HERETO, AS APPLICABLE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

(d) EACH PARTY HEREBY (1) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER HEDGING FACILITY DOCUMENTS AND FOR ANY COUNTERCLAIM THEREIN; (2) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE, AGENT OR COUNSEL OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (3) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER HEDGING FACILITY DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.12.

28

9.13 Set-Off. The provisions of Section 10.7 of the Secured Hedging Facility Agreement are incorporated herein by reference.

9.14 Final Agreement of the Parties. THIS AGREEMENT AND THE OTHER HEDGING FACILITY DOCUMENTS CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN NEGOTIATIONS AND AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF. THE PROVISIONS OF THIS AGREEMENT MAY NOT BE EXPLAINED, SUPPLEMENTED OR QUALIFIED THROUGH EVIDENCE OR TRADE USAGE OR A PRIOR COURSE OF DEALING. IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE HEDGING FACILITY DOCUMENTS. THERE ARE NO CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.

[Signatures on following pages]

29

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

[                                         ],
a [                    ] limited partnership
By:	Atlas Resources, LLC,
	a Pennsylvania limited liability company,
	its general partner
	By:
	Name:
	Title:

[Signature Page]

SECURITY AGREEMENT

PARTICIPATING PARTNERSHIP—SECURED HEDGING FACILITY

WELLS FARGO BANK, NATIONAL, ASSOCIATION, as the Collateral Agent
By:
	Jason M. Hicks, Managing Director

[Signature Page]

SECURITY AGREEMENT

PARTICIPATING PARTNERSHIP—SECURED HEDGING FACILITY

[SCHEDULES TO BE ADDED]

32

ANNEX 1

SECURITY AGREEMENT SUPPLEMENT

This Security Agreement Supplement, dated                     , 20     is delivered pursuant to Section 5.3(b) of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article IV of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Security Agreement Supplement may be attached to that certain Security Agreement, dated [                    ], 201[    ], between the undersigned, as the Grantor, and Wells Fargo Bank, National Association, as the Collateral Agent, (the “Security Agreement”) and that the Equity Interests listed on Schedule I to this Amendment shall be considered Pledged Interests and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in said Security Agreement.

[                                         ]

By:

Name:

Title:

33

SCHEDULE I TO SECURITY AGREEMENT SUPPLEMENT

EQUITY INTERESTS

Name of Grantor Issuer Certificate
Number(s) Number of
Shares Class of
Stock Percentage of
Outstanding
Shares

EXHIBIT F

to Secured Hedging Facility Agreement

FORM OF COMPLIANCE CERTIFICATE

[to be attached]

F-1

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

The undersigned, a Financial Officer of the Master General Partner, hereby certifies that he/she is the [            ] of Atlas Resources, LLC, a Pennsylvania limited liability company (the “Master General Partner”), and that as such he/she is authorized to execute this certificate on behalf of the Master General Partner. With reference to the Secured Hedging Facility Agreement dated as of March [    ], 2012 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”), among the Master General Partner, each Participating Partnership from time to time party thereto, each Hedge Provider from time to time party thereto, and Wells Fargo Bank, National Association, as Collateral Agent, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):

1. This certificate is being delivered on behalf of [insert name of applicable Participating Partnership] (the “Participating Partnership”).

[Use following paragraph 2 for fiscal year-end financial statements]

2. Attached hereto as Schedule 1 are the year-end audited financial statements (the “Financial Statements”) required by Section 6.1(a) of the Agreement for the fiscal year of the Participating Partnership ended as of December 31, 201[    ] (the “Reporting Date”), together with the report and opinion of an independent certified public accountant required by such section, including to the effect that such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Participating Partnership on a consolidated basis in accordance with GAAP consistently applied.

[Use following paragraph 2 for fiscal quarter-end financial statements]

2. Attached hereto as Schedule 1 are the unaudited financial statements (the “Financial Statements”) required by Section 6.1(b) of the Agreement for the fiscal quarter of the Participating Partnership ended as of             , 201[    ] (the “Reporting Date”). Such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Participating Partnership on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

3. No Default has occurred as the date hereof and the Participating Partnership is in compliance with the Agreement including, without limitation, Section 2.5 thereof.¹

4. The representations and warranties of the Master General Partner and the Participating Partnership set forth in the Agreement and in the other Hedging Facility Documents are true and correct on and as of the date hereof except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties are true and correct as of such specified earlier date [other than                                         ].

¹  If a Default has occurred, the Master General Partner shall specify the details thereof and any action taken or proposed to be taken with respect thereto.

[remainder of page intentionally left blank]

EXECUTED AND DELIVERED this              day of [            ], 20[    ].

ATLAS RESOURCES, LLC

By:

Name:

Title:

EXHIBIT G

to Secured Hedging Facility Agreement

FORM OF RESERVE REPORT CERTIFICATE

[to be attached]

G-1

EXHIBIT G

FORM OF RESERVE REPORT CERTIFICATE

[            ] [    ], 201[    ]

This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant to Section 6.9(b) of that certain Secured Hedging Facility Agreement, dated as of March [    ], 2012 (as amended, restated, supplemented or otherwise modified from time to time (the “Agreement”) among Atlas Resources, LLC (the “Master General Partner”), each Participating Partnership from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent (the “Collateral Agent”) and the Hedge Providers from time to time party thereto. Unless otherwise defined herein, all capitalized terms have the meanings set forth in the Agreement.

The undersigned, a Responsible Officer of the Master General Partner, hereby certifies to the Collateral Agent and Lenders that in all material respects, to the best of the Responsible Officer’s knowledge:

(i) the information contained in the Reserve Report attached hereto as Attachment 1 to this Certificate (“Reserve Report”) and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, the Responsible Officer only represents that such projections were prepared in accordance with SEC regulations;

(ii) the representations and warranties contained in Section 5.2(a) of the Agreement remain true and correct as of the date hereof;

(iii) except as set forth in Attachment 2 to this Certificate, on a net basis there are no gas imbalances or other prepayments made to any Participating Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require such Participating Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons;

(iv) except as listed in Attachment 3 to this Certificate, none of the Oil and Gas Properties of any Participating Partnership have been sold since the date of the last certificate delivered by the Master General Partner pursuant to Section 6.9(a) of the Agreement;

(v) attached hereto as Attachment 4 to this Certificate is a list of all marketing agreements entered into subsequent to the later of the Effective Date or the most recently delivered Reserve Report which are not cancelable by a Participating Partnership on 60 days’ notice or less without penalty to such Participating Partnership or detriment for the sale of production from such Participating Partnership’s Hydrocarbons (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (A) pertain to the sale of production at a fixed price and (B) have a maturity or expiry date of longer than six months from the most recently delivered Reserve Report; and

(vi) attached hereto as Attachment 5 to this Certificate is a schedule of the Oil and Gas Properties evaluated by the Reserve Report that are Mortgaged Properties demonstrating the percentage of the value of all Oil and Gas Properties evaluated in the Reserve Report as of the date hereof that the value of such Mortgaged Properties represents.

IN WITNESS WHEREOF, I have hereunto signed this Certificate as of the              day of [Month], 201[    ].

ATLAS RESOURCES, LLC

By:

Name:

Title:

ATTACHMENT 1

RESERVE REPORT

A-1

ATTACHMENT 2

GAS IMBALANCES, TAKE OR PAY, OR OTHER PREPAYMENTS

A-2

ATTACHMENT 3

OIL & GAS PROPERTIES SOLD

A-3

ATTACHMENT 4

MARKETING AGREEMENTS ENTERED INTO SUBSEQUENT TO [date]

A-4

ATTACHMENT 5

OIL & GAS PROPERTIES THAT ARE MORTGAGED PROPERTIES

Mortgaged Property Name Percentage of the Borrowing Base that the
value of Mortgaged Property represents

A-5