0001193125-14-372716 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 15th, 2014 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York

This REGISTRATION RIGHTS AGREEMENT dated October 14, 2014 (this “Agreement”) is entered into by and among Atlas Energy Holdings Operating Company, LLC, a Delaware limited liability company (the “Company”) and Atlas Resource Finance Corporation, a Delaware corporation, (the “Co-Issuer” and, collectively with the Company, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and Wells Fargo Securities, LLC on behalf of itself and each of the initial purchasers listed in Schedule 1 to the Purchase Agreement (the “Initial Purchasers”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 15th, 2014 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of October 14, 2014, by and among Atlas Energy Holdings Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), Atlas Resource Partners, L.P., a Delaware limited partnership (“ARP”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” and, together with ARP, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

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