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Exhibit 10.10

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

        This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of May 12, 2010, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation ("Antero"), ANTERO RESOURCES MIDSTREAM CORPORATION, a Delaware corporation ("Antero Midstream"), ANTERO RESOURCES PICEANCE CORPORATION, a Delaware corporation ("Antero Piceance"), ANTERO RESOURCES PIPELINE CORPORATION, a Delaware corporation ("Antero Pipeline"), and ANTERO RESOURCES APPALACHIAN CORPORATION, a Delaware corporation ("Antero Appalachian" and, together with Antero, Antero Midstream, Antero Piceance and Antero Pipeline, each, a "Borrower" and collectively, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).


WITNESSETH:

        WHEREAS, the Borrowers, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Third Amended and Restated Credit Agreement, dated as of January 14, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and

        WHEREAS, the Administrative Agent, the Lenders, the Borrowers and the Guarantors have agreed to amend the Credit Agreement (a) to increase the Aggregate Commitment and Borrowing Base and (b) for certain other purposes as provided herein, in each case, subject to the terms and conditions set forth herein.

        NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrowers, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:

        SECTION 1.    Amendments to Credit Agreement.    Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

        1.1    Amended Definitions.    The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows:

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        1.2    Additional Definitions.    The following definitions shall be and they hereby are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

        1.3    Scheduled Redeterminations of the Borrowing Base; Procedures and Standards.    The first sentence of Section 3.03 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

        1.4    Special Redeterminations.    Section 3.04 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

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        1.5    Financial Statements; Other Information.    Clause (k) of Section 6.01 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

        1.6    Financial Statements; Other Information.    Clause (l) of Section 6.01 of the Credit Agreement shall be and it hereby is amended and restated to read as follows:

        1.7    Limitations on Indebtedness.    Clause (f) of Section 7.01 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

        1.8    Limitations on Investments.    Clause (c) of Section 7.07 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

        1.9    Sale of Antero Midstream.    Article VII of the Credit Agreement shall be and it hereby is amended by adding a new Section 7.16 to the end thereof to read as follows:

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        1.10    Administrative Agent.    Article X of the Credit Agreement shall be and it hereby is amended by adding a new paragraph to the end thereof to read as follows:

        1.11    Amendment to Schedule 1.01.    Schedule 1.01 to the Credit Agreement shall be and it hereby is amended in its entirety and replaced with Schedule 1.01 attached hereto.

        SECTION 2.    Redetermined Borrowing Base.    This Amendment shall constitute notice of the Redetermination of the Borrowing Base pursuant to Section 3.05 of the Credit Agreement, and the Administrative Agent, the Lenders, the Borrowers and the Guarantors hereby acknowledge that effective as of the Sixth Amendment Effective Date, the Borrowing Base is $400,000,000, and such redetermined Borrowing Base shall remain in effect until the earlier of (i) the next Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is otherwise reduced pursuant to the terms of this Agreement. For the avoidance of doubt, the parties hereto hereby acknowledge and agree that (i) such redetermined Borrowing Base was established by the Administrative Agent and the Lenders without giving effect to any Midstream Assets included in the Midstream Report most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(l) and (ii) the consummation of the Antero Midstream Sale shall not result in any adjustment to the Borrowing Base under the asset sale provisions of Section 7.05 of the Credit Agreement.

        SECTION 3.    Increase of Commitments.    One or more of the Lenders has agreed to increase its respective Commitment under the Credit Agreement to the amount set forth opposite its name on Schedule 1.01 to this Amendment. On the Sixth Amendment Effective Date and after giving effect to the increase in the Borrowing Base, the Commitment and Applicable Percentage of each Lender shall be as set forth on Schedule 1.01 to this Amendment. Each Lender hereby consents to the Applicable Percentages and Commitments set forth on Schedule 1.01 to this Amendment.

        SECTION 4.    Conditions.    The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base contained in Section 2 of this Amendment, and the increase of the Commitments contained in Section 3 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 4.

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        4.1    Execution and Delivery.    Each Credit Party, the Lenders, and the Administrative Agent shall have executed and delivered this Amendment.

        4.2    No Default.    No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.

        4.3    Other Documents.    The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the date hereof, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

        SECTION 5.    Representations and Warranties of Credit Parties.    To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

        5.1    Reaffirmation of Representations and Warranties/Further Assurances.    After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

        5.2    Corporate Authority; No Conflicts.    The execution, delivery and performance by each Credit Party of this Amendment are within such Credit Party's corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted Liens and otherwise as permitted in the Credit Agreement.

        5.3    Enforceability.    This Amendment constitutes the valid and binding obligation of the Borrowers and each other Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor's rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

        5.4    No Default.    As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing.

        SECTION 6.    Miscellaneous.    

        6.1    Reaffirmation of Loan Documents and Liens.    Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Borrower and each Guarantor hereby agree that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

        6.2    Parties in Interest.    All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

        6.3    Legal Expenses.    Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

        6.4    Counterparts.    This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same

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instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

        6.5    Complete Agreement.    THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

        6.6    Headings.    The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

        6.7    Governing Law.    This Amendment shall be construed in accordance with and governed by the laws of the State of Texas.

        6.8    Loan Document.    This Amendment shall constitute a Loan Document for all purposes and in all respects.

[Remainder of page intentionally blank.
Signature pages follow.]

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        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers to be effective as of the date first above written.

    BORROWERS:

 

 

ANTERO RESOURCES CORPORATION

 

 

ANTERO RESOURCES MIDSTREAM CORPORATION

 

 

ANTERO RESOURCES PICEANCE CORPORATION

 

 

ANTERO RESOURCES PIPELINE CORPORATION

 

 

ANTERO RESOURCES APPALACHIAN CORPORATION

 

 

By:

 

/s/ Alvyn A. Schopp

        Name:   Alvyn A. Schopp
        Title:   Treasurer and Vice President,
Administration and Accounting

 

 

RESTRICTED SUBSIDIARIES:

 

 

ANTERO RESOURCES FINANCE CORPORATION

 

 

By:

 

/s/ Alvyn A. Schopp

        Name:   Alvyn A. Schopp
        Title:   Treasurer and Vice President,
Administration and Accounting

SIGNATURE PAGE


    JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank and a Lender

 

 

By:

 

/s/ Ryan Fuessel

        Name:   Ryan Fuessel
        Title:   Senior Vice President

SIGNATURE PAGE


    BANK OF SCOTLAND plc,
as Co-Syndication Agent and a Lender

 

 

By:

 

/s/ Julia R. Franklin

        Name:   Julia R. Franklin
        Title:   Assistant Vice President

SIGNATURE PAGE


    BNP PARIBAS,
as Co-Syndication Agent and a Lender

 

 

By:

 

/s/ Andrew Ostrov

        Name:   Andrew Ostrov
        Title:   Director

 

 

By:

 

/s/ Matthew A. Turner

        Name:   Matthew A. Turner
        Title:   Vice President

SIGNATURE PAGE



        
   
   
   

  UNION BANK, N.A. (f/k/a UNION BANK OF CALIFORNIA, N.A.),
as Documentation Agent and a Lender

 

By:

 

/s/ Brian Caddell


      Name:   Brian Caddell

      Title:   Assistant Vice President

SIGNATURE PAGE



        
   
   
   

  WELLS FARGO BANK, N.A.,
as a Lender

 

By:

 

/s/ Oleg Kogan


      Name:   Oleg Kogan

      Title:   Vice President

SIGNATURE PAGE



        
   
   
   

  BARCLAYS BANK PLC,
as a Lender

 

By:

 

/s/ Sam Yoo


      Name:   Sam Yoo

      Title:   Assistant Vice President

SIGNATURE PAGE



        
   
   
   

  U.S. BANK NATIONAL ASSOCIATION,
as a Lender

 

By:

 

/s/ Daria Mahoney


      Name:   Daria Mahoney

      Title:   Vice President

SIGNATURE PAGE



        
   
   
   

  CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON NEW YORK BRANCH),
as a Lender

 

By:

 

/s/ Sharada Manne


      Name:   Sharada Manne

      Title:   Director

 

By:

 

/s/ Dixon Schultz


      Name:   Dixon Schultz

      Title:   Director

SIGNATURE PAGE


    COMERICA BANK,
as a Lender

 

 

By:

 

/s/ Paul J. Edmonds

        Name:   Paul J. Edmonds
        Title:   Vice President

SIGNATURE PAGE


    KEYBANK, NATIONAL ASSOCIATION,
as a Lender

 

 

By:

 

/s/ Todd Coker

        Name:   Todd Coker
        Title:   Vice President

SIGNATURE PAGE


    CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender

 

 

By:

 

/s/ Nupur Kumar

        Name:   Nupur Kumar
        Title:   Vice President

 

 

By:

 

/s/ Lynne-Marie Paquette

        Name:   Lynne-Marie Paquette
        Title:   Associate

SIGNATURE PAGE


    DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender

 

 

By:

 

/s/ Carin Keegan

        Name:   Carin Keegan
        Title:   Director

 

 

By:

 

/s/ Enrique Landaeta

        Name:   Enrique Landaeta
        Title:   Vice President

SIGNATURE PAGE


    GUARANTY BANK AND TRUST COMPANY,
as a Lender

 

 

By:

 

/s/ Gail J. Nofsinger

        Name:   Gail J. Nofsinger
        Title:   Senior Vice President

SIGNATURE PAGE




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SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
WITNESSETH
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