THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLCLimited Liability Company Agreement • March 2nd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLC, dated as of February 27, 2015 is executed and agreed to by Atlas Energy, L.P., a Delaware limited partnership (the “Initial Member”), as the sole member of the Company as of the date hereof, together with any other Persons who become Members in the Company or parties hereto as provided herein.
FORM OF EMPLOYEE MATTERS AGREEMENT By and Among ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC and ATLAS ENERGY GROUP, LLC Dated as of [—]Employee Matters Agreement • November 5th, 2014 • Atlas Energy Group, LLC • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of [—], is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo” and, together with Parent and Parent GP, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC AND ATLAS ENERGY GROUP, LLC DATED AS OF [—]Separation and Distribution Agreement • November 5th, 2014 • Atlas Energy Group, LLC • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—] (this “Agreement”), is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FIRST AMENDMENT TO CREDIT AGREEMENTIntercreditor Agreement • October 12th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS SECOND LIEN CREDIT AGREEMENT, dated as of March 30, 2016, is among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the “Parent”); NEW ATLAS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and Riverstone Credit Partners, L.P. (in its individual capacity, “Riverstone”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WAIVER AND TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 9th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS WAIVER AND TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2018, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 4, 2015 (the “Effective Date”), is entered into by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Company”), Atlas Resource Partners, L.P., a Delaware limited partnership (“ARP”), and Mark Schumacher (the “Executive”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 26, 2018, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of January 20, 2016, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto and Riverstone Credit Partners, L.P., as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
ATLAS ENERGY GROUP, LLC OPTION GRANT AGREEMENTOption Grant Agreement • January 23rd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS OPTION GRANT AGREEMENT (this “Agreement”) is made as of [DATE] (the “Date of Grant”) by and between Atlas Energy Group, LLC, a Delaware limited liability company (the “Company”), and [PARTICIPANT] (the “Participant”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN NEW ATLAS HOLDINGS, LLC AS SELLER AND ARP PRODUCTION COMPANY, LLC AS BUYERPurchase and Sale Agreement • May 26th, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, this “Agreement”), dated May 18, 2015 (the “Execution Date”), is made by and between New Atlas Holdings, LLC, a Delaware limited liability company (“Seller”), and ARP Production Company, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 31, 2018, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLCAtlas Energy Group, LLC • April 29th, 2016 • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLC (this “Amendment”), dated as of April 27, 2016, is entered into and effectuated by the Board of Directors (the “Board of Directors”) of Atlas Energy Group, LLC (the “Company”) pursuant to authority granted to it in Sections 5.5 and 12.1 of the Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, LLC, dated as of February 27, 2015, as amended (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.
May 16, 2017Atlas Energy Group, LLC • August 14th, 2017 • Crude petroleum & natural gas
In recognition of your continuing key role at and services on behalf of Atlas Energy Group, LLC and/or its affiliates (collectively, “Atlas”), you are eligible to participate in a retention bonus upon the terms and conditions set forth in this letter agreement (“Agreement”). No amount paid pursuant to this Agreement shall impact the amount of your salary, bonus or benefits.
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P.Atlas Energy Group, LLC • January 23rd, 2015 • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 5 to AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of [—], 2015, is entered into and effectuated by Atlas Energy Group, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (as amended from time to time, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.
REGISTRATION RIGHTS AGREEMENT among ATLAS ENERGY GROUP, LLC and THE LENDERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • April 29th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of April 27, 2016 (this “Agreement”) is entered into by and among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the “Company”), and each of the Persons set forth on Schedule A hereto (the “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of February 27, 2015 (this “Agreement”), is entered into by and between ATLAS ENERGY GROUP, LLC a Delaware limited liability company (the “Company”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 12th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of August 10, 2015, is among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the “Parent”); NEW ATLAS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and Riverstone Credit Partners, L.P. (in its individual capacity, “Riverstone”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
ATLAS ENERGY GROUP, LLC PHANTOM UNIT GRANT AGREEMENT (NON-EMPLOYEE DIRECTOR)Grant Agreement • January 23rd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS PHANTOM UNIT GRANT AGREEMENT (this “Agreement”) is made as of [DATE] (the “Date of Grant”) by and between Atlas Energy Group, LLC, a Delaware limited liability company (the “Company”), and [PARTICIPANT] (the “Participant”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 28th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2018, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
April 12, 2016Atlas Energy Group, LLC • May 16th, 2016 • Crude petroleum & natural gas • New York
In recognition of your continuing key role at and services on behalf of Atlas Energy Group, LLC and its affiliates (collectively, “Atlas”), you shall be entitled to a retention bonus upon the terms and conditions set forth in this letter agreement (“Agreement”). This Agreement is between you and Atlas Energy Group, LLC (the “Company”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 28, 2017, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
Atlas Energy Group, LLC (the “Parent”) New Atlas Holdings, LLC (the “Borrower”)Atlas Energy Group, LLC • October 2nd, 2017 • Crude petroleum & natural gas • New York
SERIES A PREFERRED UNIT PURCHASE AGREEMENT BY AND AMONG ATLAS ENERGY GROUP, LLC AND THE PURCHASERS SIGNATORY HERETOSeries a Preferred Unit Purchase Agreement • March 2nd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
This SERIES A PREFERRED UNIT PURCHASE AGREEMENT, is entered into as of February 26, 2015 (this “Agreement”), by and among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (“Atlas”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement and First • March 30th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2016, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 20th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2018, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Atlas Lightfoot, LLC, a Delaware limited liability company (“Atlas Lightfoot”), Titan Energy Management, LLC, a Delaware limited liability company (“Titan Management”), the Lenders party hereto and Riverstone Credit Partners, L.P. (“Riverstone”), as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
FORM OF WARRANTAtlas Energy Group, LLC • April 29th, 2016 • Crude petroleum & natural gas • New York
This Warrant has been issued effective as of March 30, 2016 (the “Original Issue Date”) pursuant to that certain Second Lien Credit Agreement by and among the Company, New Atlas Holdings, LLC, Riverstone Credit Partners, L.P., as the administrative agent and collateral agent, and the other lender party thereto, dated as of March 30, 2016 (the “Second Lien Credit Agreement”).
Separation Agreement and Mutual ReleaseSeparation Agreement and Mutual Release • November 6th, 2018 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is made as of this 31st day of October, 2018, by and among Atlas Energy Group, LLC (the “Company”) and each entity directly or indirectly controlled by the Company (collectively, the “Atlas Subsidiaries”) and Daniel C. Herz (“Executive”). Executive, the Company, and the Atlas Subsidiaries are referred to herein individually as “Party” and collectively as “Parties”.
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2016 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of August 24, 2015, is by and among Atlas Energy Group, LLC, a Delaware limited liability company (the “Parent”), New Atlas Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto and Riverstone Credit Partners, L.P., as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”).
ATLAS ENERGY GROUP, LLC PHANTOM UNIT GRANT AGREEMENTPhantom Unit Grant Agreement • January 23rd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • Delaware
THIS PHANTOM UNIT GRANT AGREEMENT (this “Agreement”) is made as of [DATE] (the “Date of Grant”) by and between Atlas Energy Group, LLC, a Delaware limited liability company (the “Company”), and [PARTICIPANT] (the “Participant”).
CREDIT AGREEMENT dated as of August 10, 2015 among ATLAS ENERGY GROUP, LLC, as Parent, NEW ATLAS HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, and RIVERSTONE CREDIT PARTNERS, L.P., as Administrative AgentCredit Agreement • August 14th, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of August 10, 2015, is among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the “Parent”); NEW ATLAS HOLDINGS, LLC., a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and Riverstone Credit Partners, L.P. (in its individual capacity, “Riverstone”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
May 11, 2017Atlas Energy Group, LLC • August 14th, 2017 • Crude petroleum & natural gas
In recognition of your continuing key role at and services on behalf of Atlas Energy Group, LLC and/or its affiliates (collectively, “Atlas”), you are eligible to participate in a retention bonus upon the terms and conditions set forth in this letter agreement (“Agreement”).
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLCAtlas Energy Group, LLC • March 2nd, 2015 • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLC (this “Amendment”), dated as of February 27, 2015, is entered into and effectuated by the Board of Directors (the “Board of Directors”) of Atlas Energy Group, LLC (the “Company”) pursuant to authority granted to it in Sections 5.5 and 12.1 of the Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, LLC, dated as of February 27, 2015 (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.
CREDIT AGREEMENT dated as of February 27, 2015 among ATLAS ENERGY GROUP, LLC, as Parent, NEW ATLAS HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent DEUTSCHE BANK SECURITIES INC., and...Credit Agreement • March 2nd, 2015 • Atlas Energy Group, LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of February 27, 2015, is among ATLAS ENERGY GROUP, LLC (the “Parent”), a Delaware limited liability company; NEW ATLAS HOLDINGS, LLC (the “Borrower”), a Delaware limited liability company; each of the Lenders from time to time party hereto; and DEUTSCHE BANK AG NEW YORK BRANCH (in its individual capacity, “DBNY”), as administrative agent for the Lenders, and as collateral agent for the Secured Creditors (in such capacities, together with its successors in such capacities, the “Administrative Agent”).
