0000898822-14-000413 Sample Contracts

AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P.
Atlas Resource Partners, L.P. • November 5th, 2014 • Drilling oil & gas wells • Delaware

THIS AMENDMENT NO. 4 to AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of November 3, 2014, is entered into and effectuated by Atlas Energy Group, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (as amended from time to time, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS RESOURCE PARTNERS GP, LLC
Limited Liability Company Agreement • November 5th, 2014 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • Delaware

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS RESOURCE PARTNERS GP, LLC (this “Amendment”), dated as of November 3, 2014, is entered into and effectuated by Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), as the sole member of Atlas Resource Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Section 14.4 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 24, 2013 (as amended from time to time, the “LLC Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement, is adopted by .

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