0001193125-15-348507 Sample Contracts

CREDIT AGREEMENT dated as of May 1, 2015 among ATLAS GROWTH PARTNERS, L.P., as Borrower, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner
Credit Agreement • October 21st, 2015 • Atlas Growth Partners, L.P. • New York

THIS CREDIT AGREEMENT, dated as of May 1, 2015, is among ATLAS GROWTH PARTNERS, L.P. (the “Borrower”), 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”).

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FIRST AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF ATLAS GROWTH PARTNERS, L.P.
Partnership Agreement • October 21st, 2015 • Atlas Growth Partners, L.P. • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the date set forth below, by and among Atlas Growth Partners GP, LLC, referred to as “Atlas” or the “General Partner,” the limited partner, and the remaining parties from time to time signing a Subscription Agreement for Limited Partner Interests, these parties, sometimes referred to as “Limited Partners.”

PARTNERSHIP AGREEMENT OF ATLAS GROWTH PARTNERS, L.P.
Partnership Agreement • October 21st, 2015 • Atlas Growth Partners, L.P. • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the date set forth below, by and among Atlas Growth Partners GP, LLC, referred to as “Atlas” or the “Managing General Partner,” Atlas Energy, LP, as organizational limited partner, and the remaining parties from time to time signing a Subscription Agreement for Limited Partner Units, these parties, together with the organizational limited partner, sometimes referred to as “Limited Partners.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS GROWTH PARTNERS GP, LLC
Limited Liability Company Agreement • October 21st, 2015 • Atlas Growth Partners, L.P. • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Atlas Growth Partners GP, LLC (the “Company”), dated as of November 26, 2013, is adopted, executed and agreed to by and among the Persons whose names appear on Exhibit A hereto, such Persons being all of the Members of the Company.

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