Common use of Exiting Lender Clause in Contracts

Exiting Lender. Guaranty Bank and Trust Company (the “Exiting Lender”) hereby (a) consents to this First Amendment as required under Section 12.02 of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 of this First Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 of this First Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL RESOURCE PRODUCTION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC GUARANTOR: ATLANTIC EXPLORATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC COMERICA BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC The undersigned is executing this First Amendment as of the date and year first above written for the sole purpose of Section 4.9 hereof. GUARANTY BANK AND TRUST COMPANY, as Exiting Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC ANNEX I ALLOCATION OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS Name of Lender Applicable Term Loan Percentage Principal Amount of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount JPMorgan Chase Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Comerica Bank 20.00000000 % $ 13,154,761.90 20.23809524 % $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 U.S. Bank National Association 13.09523809 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 TOTAL 100.00000000 % $ 65,000,000.00 100.00000000 % $ 500,000,000.00

Exiting Lender. Guaranty Barclays Bank and Trust Company PLC (the “Exiting Lender”) hereby (a) consents to this First Third Amendment as required under Section 12.02 of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 2.8 of this First Third Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 2.8 of this First Third Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.000, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s its Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Third Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Financial Officer SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ATLAS ENERGY HOLDINGS OPERATING COMPANY, LLC, a Delaware limited liability company ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company ATLAS ENERGY INDIANA, LLC, an Indiana limited liability company ATLAS ENERGY OHIO, LLC, an Ohio limited liability company ATLAS ENERGY TENNESSEE, LLC, a Pennsylvania limited liability company ATLAS NOBLE, LLC, a Delaware limited liability company ATLAS RESOURCES, LLC, a Pennsylvania limited liability company REI-NY, LLC, a Delaware limited liability company RESOURCE ENERGY, LLC, a Delaware limited liability company RESOURCE WELL SERVICES, LLC, a Delaware limited liability company VIKING RESOURCES, LLC, a Pennsylvania limited liability company ARP BARNETT, LLC, a Delaware limited liability company ARP OKLAHOMA, LLC, an Oklahoma limited liability company ARP BARNETT PIPELINE, LLC, a Delaware limited liability company ATLAS XXXXXXX, LLC, a Texas limited liability company ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Xxxx XxXxxxx Xxxx XxXxxxx Chief Financial Officer SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC GUARANTOR: ATLANTIC EXPLORATIONL.P. XXXXX FARGO BANK, LLCNATIONAL ASSOCIATION, as a Delaware limited liability company Lender, as Administrative Agent and an Issuing Bank By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer Assistant Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC L.P. CITIBANK, N.A., as a Lender and an Issuing Bank By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice-President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender and an Issuing Bank By: /s/ Jo Xxxxx Xxxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxx Xxxxxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC XXXXX FARGO L.P. BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. NATIXIS, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. SANTANDER BANK, N.A., formerly known as Sovereign Bank, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. COMERICA BANK, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. SUNTRUST BANK, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxxx, Jr. Name: Xxxxx Xxxxx, Jr. Title: Authorized Signatory SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. COMPASS BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. CADENCE BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC COMERICA BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC L.P. CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC U.S. L.P. ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. THE HUNTINGTON BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. WHITNEY BANK, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ONEWEST BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC L.P. The undersigned is executing this First Third Amendment as of the date and year first written above written for the sole purpose of Section 4.9 hereof5.9 thereof. GUARANTY BARCLAYS BANK AND TRUST COMPANYPLC, as Exiting Lender By: /s/ Xxxx X. Xxxxxxxxx Xxx Xxxxx Name: Xxxx X. Xxxxxxxxx Xxx Xxxxx Title: Senior Assistant Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC ANNEX I ALLOCATION OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS L.P. Name of Lender Applicable Term Loan Percentage Principal Amount Xxxxx Fargo Bank, National Association 12.12121212% $181,818,181.82 Deutsche Bank AG New York Branch 6.66666667% $100,000,000.00 Citibank, N.A. 6.00000000% $100,000,000.00 Bank of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount America, N.A. 6.00000000% $100,000,000.00 JPMorgan Chase Bank, N.A. 20.00000000 6.00000000% $100,000,000.00 Comerica Bank 4.00000000% $ 13,154,761.91 20.23809524 70,000,000.00 ABN AMRO Capital USA LLC 4.66666667% $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 70,000,000.00 Natixis 4.66666667% $ 13,154,761.91 20.23809524 70,000,000.00 SunTrust Bank 4.00000000% $ 101,190,476.22 Comerica 70,000,000.00 Royal Bank 20.00000000 of Canada 4.00000000% $ 13,154,761.90 20.23809524 70,000,000.00 Compass Bank 4.00000000% $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 70,000,000.00 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 Agency 4.00000000% $ 8,511,904.76 13.09523809 70,000,000.00 ING Capital LLC 4.66666667% $ 65,476,190.45 U.S. 70,000,000.00 Santander Bank, N.A. 3.00000000% $ 52,727,272.73 Cadence Bank, N.A. 2.00000000% $ 40,000,000.00 Huntington Bank 2.00000000% $ 40,000,000.00 Capital One, National Association 13.09523809 2.66666667% $ 8,511,904.76 13.09523809 40,000,000.00 Branch Banking and Trust Company 2.66666667% $ 65,476,190.45 TOTAL 100.00000000 40,000,000.00 The Bank of Nova Scotia 2.00000000% $ 65,000,000.00 100.00000000 40,000,000.00 Whitney Bank 2.00000000% $ 500,000,000.0040,000,000.00 Annex I-1 Name of Lender Applicable Percentage Maximum Credit Amount PNC Bank, National Association 2.18181818% $ 32,727,272.73 OneWest Bank, N.A. 2.00000000% $ 32,727,272.73 Total 100% $1,500,000,000.00

Exiting Lender. Guaranty Bank and Trust Company (the “The Exiting Lender”) Lender hereby (a) consents to this First Second Amendment as required under Section 12.02 12.02(b) of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 of this First Amendment2.9 hereof. Each of the parties hereto hereby agrees and confirms that immediately after giving effect to Section 2.3 of this First Amendment2.9 hereof, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Second Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION GUARANTORS: WILDHORSE RESOURCES II, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx NameWildHorse Resource Development Corporation, its sole member ESQUISTO RESOURCES II, LLC, a Texas limited liability company By: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONWildHorse Resource Development Corporation, LLC GUARANTOR: ATLANTIC EXPLORATIONits sole member WHE ACQCO., LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member WHR EAGLE FORD LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC, a Delaware limited liability company By: WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member OAKFIELD ENERGY LLC, a Delaware limited liability company By: WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION PETROMAX E&P XXXXXXXX, LLC JPMORGAN CHASE LLC, a Texas limited liability company By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXX WATER RESOURCES, LLC, a Texas limited liability company By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION ADMINISTRATIVE AGENT AND LENDERS: XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION BMO XXXXXX BANK N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION BANK OF AMERICA, N.A., as a Lender By: /s/ Raza Jaffen Name: Raza Jaffen Title: Vice President SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION BARCLAYS BANK PLC, as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Assistant Vice President SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION COMERICA BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Title: Authorized Officer Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION BOKF, LLC XXXXX FARGO N.A. DBA BANK OF TEXAS, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: SVP – Energy Lending SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION CAPITAL ONE NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Director SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Xxxxxxxx Title: Vice President Authorized Signatory SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTION, LLC COMERICA BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX DEVELOPMENT CORPORATION ASSOCIATED BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx X. Xxxx Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION COMPASS BANK, LLC as a Lender By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Vice President SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION FIFTH THIRD BANK, LLC as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WILDHORSE RESOURCE DEVELOPMENT CORPORATION U.S. BANK NATIONAL ASSOCIATIONBANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION XXXXXXX XXXXX BANK, LLC The undersigned is executing this First Amendment as of the date and year first above written for the sole purpose of Section 4.9 hereof. GUARANTY BANK AND TRUST COMPANYN.A., as the Exiting Lender By: /s/ Xxxx Xxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxx Xxxxxxx Title: Senior Vice President SIGNATURE PAGE TO FIRST SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL WILDHORSE RESOURCE PRODUCTION, LLC DEVELOPMENT CORPORATION ANNEX I ALLOCATION LIST OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS AND ELECTED COMMITMENTS Name of Lender Applicable Term Loan Percentage Principal Amount of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount Elected Commitment Xxxxx Fargo Bank, National Association 9.2308 % $ 92,308,000.00 $ 60,000,000.00 BMO Xxxxxx Bank N.A. 9.2308 % $ 92,308,000.00 $ 60,000,000.00 Bank of America, N.A. 7.6923 % $ 76,923,000.00 $ 50,000,000.00 Barclays Bank PLC 7.6923 % $ 76,923,000.00 $ 50,000,000.00 Citibank, N.A. 7.6923 % $ 76,923,000.00 $ 50,000,000.00 Comerica Bank 7.6923 % $ 76,923,000.00 $ 50,000,000.00 ING Capital LLC 7.6923 % $ 76,923,000.00 $ 50,000,000.00 BOKF, N. A. DBA Bank of Texas 6.3846 % $ 63,846,000.00 $ 41,500,000.00 Capital One National Association 6.3846 % $ 63,846,000.00 $ 41,500,000.00 JPMorgan Chase Bank, N.A. 20.00000000 6.3846 % $ 13,154,761.91 20.23809524 % 63,846,000.00 $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Comerica Bank 20.00000000 % $ 13,154,761.90 20.23809524 % $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 41,500,000.00 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 5.7692 % $ 8,511,904.76 13.09523809 57,692,000.00 $ 37,500,000.00 Compass Bank 5.7692 % $ 65,476,190.45 57,692,000.00 $ 37,500,000.00 Fifth Third Bank 5.7692 % $ 57,692,000.00 $ 37,500,000.00 Associated Bank, N.A. 3.3077 % $ 33,077,000.00 $ 21,500,000.00 U.S. Bank National Association 13.09523809 3.3077 % $ 8,511,904.76 13.09523809 % 33,077,000.00 $ 65,476,190.45 21,500,000.00 TOTAL 100.00000000 % $ 65,000,000.00 100.00000000 % 1,000,000,000.00 $ 500,000,000.00650,000,000.00

Exiting Lender. Guaranty Bank and Trust Company (the “The Exiting Lender”) Lender hereby (a) consents to this First Fifth Amendment as required under Section 12.02 12.02(b) of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 of this First Amendment2.11 hereof. Each of the parties hereto hereby agrees and confirms that immediately after giving effect to Section 2.3 of this First Amendment2.11 hereof, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Fifth Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL WILDHORSE RESOURCE PRODUCTIONDEVELOPMENT CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer WildHorse Resource Development Corporation GUARANTORS: WILDHORSE RESOURCES II, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx NameWildHorse Resource Development Corporation, its sole member ESQUISTO RESOURCES II, LLC, a Texas limited liability company By: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONWildHorse Resource Development Corporation, LLC GUARANTOR: ATLANTIC EXPLORATIONits sole member WHE ACQCO., LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member WHR EAGLE FORD LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member XXXXXXXX SAND LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member WHCC INFRASTRUCTURE LLC, a Delaware limited liability company By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED Signature Page to Fifth Amendment to Credit Agreement WildHorse Resource Development Corporation WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC, a Delaware limited liability company By: WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer PETROMAX E&P XXXXXXXX, LLC, a Texas limited liability company By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXX WATER RESOURCES, LLC, a Texas limited liability company By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer WildHorse Resource Development Corporation ADMINISTRATIVE AGENT AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC JPMORGAN CHASE LENDERS: XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ Xxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONVice President WildHorse Resource Development Corporation BMO XXXXXX BANK N.A., LLC XXXXX FARGO BANKas a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director WildHorse Resource Development Corporation BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director WildHorse Resource Development Corporation BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxxxx Xxxxx Title: Director WildHorse Resource Development Corporation CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC WildHorse Resource Development Corporation COMERICA BANK, as a Lender By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A.Senior Vice President WildHorse Resource Development Corporation ING CAPITAL LLC, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory Managing Director By: /s/ Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC The undersigned is executing this First Amendment as of the date and year first above written for the sole purpose of Section 4.9 hereof. GUARANTY BANK AND TRUST COMPANY, as Exiting Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC ANNEX I ALLOCATION OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS Name of Lender Applicable Term Loan Percentage Principal Amount of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount JPMorgan Chase Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Comerica Bank 20.00000000 % $ 13,154,761.90 20.23809524 % $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 U.S. Bank National Association 13.09523809 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 TOTAL 100.00000000 % $ 65,000,000.00 100.00000000 % $ 500,000,000.00Director WildHorse Resource Development Corporation

Exiting Lender. Guaranty Bank and Trust Company Fifth Third Bank, in its capacity as a Lender under the Credit Agreement (the “Exiting Lender”) hereby ), is signing this Agreement for the sole purposes of terminating its Commitment. As of the date hereof, (a) consents to this First Amendment as required under Section 12.02 the Commitment of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 of this First Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 of this First Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments reduced to lend and all obligations under the Credit Agreement shall be terminated, zero and the Exiting Lender shall cease to be have any rights or duties as a Lender for all purposes under the Credit Agreement and the other Loan DocumentsDocuments except for rights or duties in respect of expense reimbursement and indemnification provisions in the Credit Agreement in favor of the Exiting Lender which by their express terms would survive termination of the Credit Agreement, (b) the Borrower shall pay to the Exiting Lender all outstanding Obligations owing to it substantially contemporaneously with the effectiveness of this Agreement and thereafter shall have no obligations or liabilities to the Exiting Lender in its capacity as a Lender other than obligations in respect of indemnity and reimbursement which by their express terms would survive termination of the Credit Agreement and (c) each Lender (other than the Exiting Lender) agrees that, after giving effect to this Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to the Credit Agreement as set forth on Exhibit A attached hereto. The Exhibit 10.1 Each of the parties hereto have has caused a counterpart of this First Amendment Agreement to be duly executed and delivered as of the day and year date first above written. BORROWER: CENTENNIAL RESOURCE PRODUCTIONXXXXXXX XXXXX FINANCIAL, LLCINC., a Delaware limited liability company Florida corporation By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx X. Xxxxxxx Title: Executive Vice President – Finance, Chief Financial Officer SIGNATURE PAGE TO FIRST and Treasurer XXXXXXX XXXXX FINANCIAL, INC. SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC GUARANTORExhibit 10.1 ADMINISTRATIVE AGENT: ATLANTIC EXPLORATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent and a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONAssistant Vice President LENDERS: BANK OF AMERICA, LLC XXXXX FARGO N.A., as a Lender and a Swing Line Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director REGIONS BANK, as a Lender and a Swing Line Lender By: /s/ Xxxxx Wesemeier Name: Xxxxx Wesemeier Title: Managing Director CITIBANK, N.A., as a Lender and a Swing Line Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as a Lender and a Swing Line Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Victoria Teterceva Name: Xxxxxx X. Xxxxxxxxxxx Victoria Teterceva Title: Vice President SIGNATURE PAGE TO FIRST U.S. BANK, NATIONAL ASSOCIATION, as a Lender and a Swing Line Lender By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President XXXXXXX XXXXX FINANCIAL, INC. SECOND AMENDMENT TO AMENDED Exhibit 10.1 BRANCH BANKING AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC COMERICA BANKTRUST COMPANY, as a Lender By: /s/ Xxxxx X. Xxxx Xxxxx Name: Xxxxx X. Xxxx Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A.Senior Vice President THE BANK OF NEW YORK MELLON, as a Lender By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONSr. Associate PNC BANK, LLC CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC EXITING LENDER: The undersigned party below is executing this First Amendment as of the date and year first above written Agreement for the sole purpose of Section 4.9 hereofterminating its Commitment as set forth in paragraph 5 above. GUARANTY BANK AND TRUST COMPANYFIFTH THIRD BANK, as Exiting Lender By: /s/ Xxxx X. Xxxxxxxxx J. Xxxxx Xxxxx Name: Xxxx X. Xxxxxxxxx J. Xxxxx Xxxxx Title: Senior Vice President SIGNATURE PAGE TO FIRST XXXXXXX XXXXX FINANCIAL, INC. SECOND AMENDMENT TO AMENDED EXHIBIT A SCHEDULE 2.01 COMMITMENTS AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTIONAPPLICABLE PERCENTAGES Lender Revolving Commitment Applicable Percentage of Aggregate Revolving Commitments Bank of America, LLC ANNEX I ALLOCATION OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS Name of Lender Applicable Term Loan Percentage Principal Amount of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount N.A. $50,000,000.00 16.666666667% Regions Bank $50,000,000.00 16.666666667% Citibank, N.A. $40,000,000.00 13.333333333% JPMorgan Chase Bank, N.A. 20.00000000 $40,000,000.00 13.333333333% $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 % $ 13,154,761.91 20.23809524 % $ 101,190,476.22 Comerica Bank 20.00000000 % $ 13,154,761.90 20.23809524 % $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 U.S. Bank National Association 13.09523809 $40,000,000.00 13.333333333% $ 8,511,904.76 13.09523809 Branch Banking and Trust Company $26,666,666.67 8.8888888890% $ 65,476,190.45 TOTAL 100.00000000 PNC Bank, National Association $26,666,666.67 8.8888888890% $ 65,000,000.00 100.00000000 % $ 500,000,000.00The Bank of New York Mellon $26,666,666.66 8.8888888890%

Exiting Lender. Guaranty Barclays Bank and Trust Company PLC (the “Exiting Lender”) hereby (a) consents to this First Third Amendment as required under Section 12.02 of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 2.8 of this First Third Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 2.8 of this First Third Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.000, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s its Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Third Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Financial Officer SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ATLAS ENERGY HOLDINGS OPERATING COMPANY, LLC, a Delaware limited liability company ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company ATLAS ENERGY INDIANA, LLC, an Indiana limited liability company ATLAS ENERGY OHIO, LLC, an Ohio limited liability company ATLAS ENERGY TENNESSEE, LLC, a Pennsylvania limited liability company ATLAS NOBLE, LLC, a Delaware limited liability company ATLAS RESOURCES, LLC, a Pennsylvania limited liability company REI-NY, LLC, a Delaware limited liability company RESOURCE ENERGY, LLC, a Delaware limited liability company RESOURCE WELL SERVICES, LLC, a Delaware limited liability company VIKING RESOURCES, LLC, a Pennsylvania limited liability company ARP BARNETT, LLC, a Delaware limited liability company ARP OKLAHOMA, LLC, an Oklahoma limited liability company ARP BARNETT PIPELINE, LLC, a Delaware limited liability company ATLAS XXXXXXX, LLC, a Texas limited liability company ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Xxxx XxXxxxx Xxxx XxXxxxx Chief Financial Officer SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC GUARANTOR: ATLANTIC EXPLORATIONL.P. XXXXX FARGO BANK, LLCNATIONAL ASSOCIATION, as a Delaware limited liability company Lender, as Administrative Agent and an Issuing Bank By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer Assistant Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC L.P. CITIBANK, N.A., as a Lender and an Issuing Bank By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice-President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender and an Issuing Bank By: /s/ Jo Xxxxx Xxxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxx Xxxxxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC XXXXX FARGO L.P. BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. NATIXIS, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. SANTANDER BANK, N.A., formerly known as Sovereign Bank, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. COMERICA BANK, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. SUNTRUST BANK, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxxx, Jr. Name: Xxxxx Xxxxx, Jr. Title: Authorized Signatory SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. COMPASS BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. CADENCE BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC COMERICA BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC L.P. CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC U.S. L.P. ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. THE HUNTINGTON BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. WHITNEY BANK, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS RESOURCE PARTNERS, L.P. ONEWEST BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC L.P. The undersigned is executing this First Third Amendment as of the date and year first written above written for the sole purpose of Section 4.9 hereof5.9 thereof. GUARANTY BARCLAYS BANK AND TRUST COMPANYPLC, as Exiting Lender By: /s/ Xxxx X. Xxxxxxxxx Xxx Xxxxx Name: Xxxx X. Xxxxxxxxx Xxx Xxxxx Title: Senior Assistant Vice President SIGNATURE PAGE TO FIRST THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL ATLAS RESOURCE PRODUCTIONPARTNERS, LLC L.P. ANNEX I ALLOCATION LIST OF TERM LOANS AND MAXIMUM REVOLVING CREDIT AMOUNTS Name of Lender Applicable Term Loan Percentage Principal Amount of Term Loans as of the First Amendment Effective Date Applicable Revolving Credit Percentage Maximum Revolving Credit Amount Xxxxx Fargo Bank, National Association 12.12121212 % $ 181,818,181.82 Deutsche Bank AG New York Branch 6.66666667 % $ 100,000,000.00 Citibank, N.A. 6.00000000 % $ 100,000,000.00 Bank of America, N.A. 6.66666667 % $ 100,000,000.00 JPMorgan Chase Bank, N.A. 20.00000000 6.00000000 % $ 13,154,761.91 20.23809524 100,000,000.00 Comerica Bank 4.00000000 % $ 101,190,476.22 Xxxxx Fargo Bank, N.A. 20.00000000 70,000,000.00 ABN AMRO Capital USA LLC 4.66666667 % $ 13,154,761.91 20.23809524 70,000,000.00 Natixis 4.66666667 % $ 101,190,476.22 Comerica 70,000,000.00 SunTrust Bank 20.00000000 4.00000000 % $ 13,154,761.90 20.23809524 70,000,000.00 Royal Bank of Canada 4.00000000 % $ 101,190,476.21 BMO Xxxxxx Bank, N.A. 13.00000000 70,000,000.00 Compass Bank 4.00000000 % $ 8,511,904.76 13.09523809 % $ 65,476,190.45 70,000,000.00 Canadian Imperial Bank of Commerce, New York Branch 13.00000000 Agency 4.00000000 % $ 8,511,904.76 13.09523809 70,000,000.00 ING Capital LLC 4.66666667 % $ 65,476,190.45 U.S. 70,000,000.00 Santander Bank, N.A. 3.00000000 % $ 52,727,272.73 Cadence Bank, N.A. 2.00000000 % $ 40,000,000.00 Huntington Bank 2.00000000 % $ 40,000,000.00 Capital One, National Association 13.09523809 2.66666667 % $ 8,511,904.76 13.09523809 40,000,000.00 Branch Banking and Trust Company 2.66666667 % $ 65,476,190.45 TOTAL 100.00000000 40,000,000.00 The Bank of Nova Scotia 2.00000000 % $ 65,000,000.00 100.00000000 40,000,000.00 Whitney Bank 2.00000000 % $ 500,000,000.0040,000,000.00 Annex I-1 Name of Lender Applicable Percentage Maximum Credit Amount PNC Bank, National Association 2.18181818 % $ 32,727,272.73 OneWest Bank, N.A. 2.00000000 % $ 32,727,272.73 Total 100 % $ 1,500,000,000.00