Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2014

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-35317

Delaware

45-3591625

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices, including zip code)

800-251-0171

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 24, 2014, Atlas Resource Partners, L.P. (the “Partnership”) entered into a Fifth Amendment to the Second Amended and Restated Credit Agreement (the “Fifth Amendment”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which amendment amends the Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated July 31, 2013 among the Partnership as borrower, the administrative agent and the lenders party thereto.

The Fifth Amendment was entered into in connection with the previously-announced restructuring of the Partnership’s general partner, Atlas Energy Group, LLC (the “General Partner”), and the sale of the General Partner’s parent, Atlas Energy, L.P. (NYSE: ATLS) and its midstream assets each to a third party (collectively, the “Transaction”). Among other things, the Fifth Amendment amended several definitions for the purpose of ensuring that the Transaction does not result in a Change of Control or Event of Default determination under the Credit Agreement (capitalized terms not otherwise defined herein are set forth in the Fifth Amendment or the Credit Agreement).

This summary of the Fifth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fifth Amendment filed as Exhibit 10.1, which is incorporated herein by this reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


10.1		Fifth Amendment dated as of November 24, 2014 to Second Amended and Restated Credit Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ATLAS RESOURCE PARTNERS, L.P.

	By: Atlas Energy Group, LLC, its general partner

Date: November 25, 2014	By:	/s/ Lisa Washington
	Name:	Lisa Washington
	Its:	Chief Legal Officer

Exhibit 10.1

FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

November 24, 2014

among

ATLAS RESOURCE PARTNERS, L.P.,

as Borrower,

THE LENDERS PARTY HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

JPMORGAN CHASE BANK, N.A., and

BANK OF AMERICA, N.A.,

as Co-Documentation Agents

WELLS FARGO SECURITIES, LLC,

DEUTSCHE BANK SECURITIES INC., and

CITIBANK GLOBAL MARKETS, INC.,

as Joint Lead Arrangers and Joint Bookrunners

FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”), dated as of November 24, 2014 (the “Fifth Amendment Effective Date”), is among ATLAS RESOURCE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Recitals

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of July 31, 2013 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The parties hereto desire to enter into this Fifth Amendment to amend the Credit Agreement in certain respects as set forth herein to be effective as of the Fifth Amendment Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fifth Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Fifth Amendment refer to the Credit Agreement.

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.

2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“Fifth Amendment” means that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 24, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Fifth Amendment Effective Date” means November 24, 2014.

“New Parent” means the Person that is identified by the Borrower to the Administrative Agent as New Parent pursuant to Section 8.01(t); provided that such Person shall either be (a) the General Partner or (b) any other Person that is organized under the laws of the United States of America or any state thereof that Controls the Borrower and is acceptable to the Majority Lenders in their sole discretion. For purposes of this definition, “Control” shall be deemed to be used without giving effect to the second sentence of the definition thereof.

“Predecessor Parent” means Atlas Energy, L.P., a Delaware limited partnership, whose organizational identification number with the Delaware Secretary of State is 4078283.

“Separation Agreement” has the meaning given to such term in the Targa Merger Agreement, which agreement shall be substantially in the form attached as Exhibit 2.1 to the Form 10 filed by the General Partner with the SEC on November 5, 2014 (with schedules thereto being substantially in the form of the draft schedules attached to the version of the Separation Agreement attached as Annex A to the Targa Merger Agreement as of October 13, 2014), without giving effect to any amendments or other modifications thereto other than any amendments or other modifications that could not reasonably be expected to be materially adverse to the interests of the Lenders in their capacities as such.

“Targa Merger Agreement” means that certain Agreement and Plan of Merger dated as of October 13, 2014 among Targa Resources Corp., Trident GP Merger Sub LLC, Predecessor Parent and Atlas Energy GP, LLC, without giving effect to any subsequent amendments or other modifications thereto, other than any amendments or other modifications that could not reasonably be expected to be materially adverse to the interests of the Lenders in their capacities as such; provided, that, any amendment or modification thereto to replace or otherwise amend the form of Separation Agreement attached thereto so that it is substantially in the form of the Separation Agreement that is attached as Exhibit 2.1 to the Form 10 filed by the General Partner with the SEC on November 5, 2014 shall be deemed not to be materially adverse to the interests of the Lenders in their capacities as such.

“Targa Transactions” means (a) the contribution by Predecessor Parent of all of its assets, businesses and liabilities other than those related to its “Atlas Pipeline Partners” segment (and other than any other assets, business or liabilities not required to be contributed pursuant to the terms of the Separation Agreement) to New Parent (and/or one or more subsidiaries thereof other than the Borrower and its Subsidiaries) pursuant to the Separation Agreement, (b) following the transactions described in the foregoing clause (a), the pro rata distribution, pursuant to the Separation Agreement, of the common units of the New Parent (which represent one hundred percent (100%) of the limited liability company interest in the New Parent) to the holders of record of the common units of the Predecessor Parent immediately prior to giving effect to the Targa Transactions, and (c) following the transactions described in the foregoing clause (a), the

acquisition of Predecessor Parent by Targa Resources Corp., whether consummated by merger of Predecessor Parent with Trident GP Merger Sub LLC (as a result of which 100% of the Equity Interests in Predecessor Parent will be directly or indirectly owned by Targa Resources Corp.), or otherwise consummated pursuant to the Targa Merger Agreement.

2.2 Restated Definitions. The definitions of “General Partner”, “Loan Documents” and “Parent” contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows:

“General Partner” means Atlas Energy Group, LLC, a Delaware limited liability company and successor-by-name-change to Atlas Resource Partners GP, LLC.

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Notes, if any, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Intercreditor Agreement, and any and all other material agreements or instruments now or hereafter executed and delivered by any Loan Party or any other Person (other than Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with the Indebtedness, this Agreement and the transactions contemplated hereby, as such agreements may be amended, modified, supplemented or restated from time to time.

“Parent” means (a) prior to the consummation of the Targa Transactions, Predecessor Parent, and (b) from and after the consummation of the Targa Transactions, New Parent.

2.3 Amendment to Definition. The definition of “Change of Control” contained in Section 1.02 of the Credit Agreement is hereby amended by amending and restating clause (e) thereof in its entirety to read in full as set forth below:

(e) except as permitted by clause (d) above and unless the Parent is the General Partner, the Parent, the Borrower, or one or more of each of their Affiliates, ceases to own at least 51% of the Equity Interests of the General Partner.

2.4 Amendment to Information Covenant. Section 8.01 of the Credit Agreement is hereby amended to add a new clause (t) to such Section immediately following clause (s) thereof, which shall read in its entirety as follows:

(t) Targa Transactions. Prompt written notice (and in any event within two Business Days) of the consummation of the Targa Transactions, which notice shall include (i) a certification of the Borrower that attached to such notice is a true, correct and complete copy of the final, executed Separation Agreement

and all material agreements executed in connection therewith and (ii) a designation by the Borrower of which entity shall constitute the “New Parent” and “Parent” hereunder from and after the consummation of the Targa Transactions.

2.5 Amendment to Section 9.02(h). Clause (iii) of Section 9.02(h) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

(iii) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control),

Section 3. Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof is subject to the following:

3.1 The Administrative Agent shall have received duly executed counterparts of this Fifth Amendment from the Loan Parties and the Majority Lenders.

3.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date, including the amendment fee referred to in Section 3.3 below.

3.3 The Administrative Agent shall have received an amendment fee for the benefit of the Lenders executing this Fifth Amendment on or prior to the Fifth Amendment Effective Date in an amount for each such Lender equal to 5 basis points (0.05%) of the amount of such Lender’s Applicable Percentage of the Borrowing Base as of the Fifth Amendment Effective Date.

3.4 The conditions set forth in Section 6.02(a)(i) and (ii) of the Credit Agreement shall be satisfied.

Section 4. Miscellaneous.

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fifth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fifth Amendment, and this Fifth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

4.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and

the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that immediately before and after giving effect to this Fifth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

4.3 Counterparts. This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifth Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

4.4 No Oral Agreement. THIS WRITTEN FIFTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.5 Governing Law. THIS FIFTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Fifth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

4.7 Severability. Any provision of this Fifth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8 Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature pages follow]

The parties hereto have caused this Fifth Amendment to be duly executed as of the day and year first above written.


BORROWER:	ATLAS RESOURCE PARTNERS, L.P.

	By:	Atlas Energy Group, LLC, its general partner

		By:	/s/ Sean McGrath
		Name:	Sean McGrath
		Title:	Chief Financial Officer