0001193125-16-615372 Sample Contracts

Contract
Resignation, Appointment and Acceptance • June 7th, 2016 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of June 6, 2016 (“Effective Date”), is by and among Atlas Resource Partners Holdings, LLC, a Delaware limited liability company (the “Company”), Atlas Resource Finance Corporation, a Delaware corporation (together with the Company, the “Issuers”), Atlas Resource Partners, L.P. (the “Parent Guarantor”), the Subsidiary Guarantors named herein (the Parent Guarantor and Subsidiary Guarantors hereinafter known as the “Guarantors”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Resigning Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).

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