FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
This First Amendment (this "Amendment") to the Contribution Agreement
dated January 18, 2002 (the "Agreement") among Vulcan Intermediary, L.L.C.
("Intermediary"), New Vulcan Coal Holdings, L.L.C. (together with Intermediary,
the "Contributors"), Atlas Pipeline Partners, L.P. (the "MLP"), Atlas Pipeline
Partners GP, LLC (the "General Partner") and Resource America, Inc. ("Resource
America") is made between the parties as of May 9, 2002.
WHEREAS, pursuant to Section 10.7 of the Agreement, the parties wish to
amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth herein and intending to be legally
bound hereby, the parties hereto hereby agrees as follows:
1) Definitions. Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Agreement.
2) Amendment of Section 9.1(b). Section 9.1(b) of the Agreement is
hereby amended and restated as follows:
by either the General Partner or the Contributors in writing
on or after June 15, 2002, if the Closing has not occurred by
such date, provided that as of such date the terminating party
is not in material default under this Agreement and provided,
further, that if (x) the Bank Financing cannot be consummated
by June 15, 2002 and (y) the Proxy Statement has already been
mailed at such time to the unitholders of the MLP, either the
General Partner or the Contributors may, by written notice to
the other party, extend the date of termination pursuant to
this subsection until July 31, 2002;
3) Effect on the Agreement. Except as set forth herein, all terms and
provisions of the Agreement shall remain in full force and effect in accordance
with the terms thereof.
4) Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
5) Governing Law. All questions concerning the construction,
interpretation and validity of this Amendment shall be governed by and construed
and enforced in accordance with the internal law of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
(whether in the State of Delaware or any other jurisdiction) that would cause
the application of the law of any jurisdiction other than the State of Delaware.
In furtherance of the foregoing, the internal law of the State of Delaware will
control the interpretation and construction of this Amendment, even if under
such jurisdiction's choice of law or conflict of law analysis, the internal law
of some other jurisdiction would ordinarily or necessarily apply.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized representatives as of the date
first written above.
ATLAS PIPELINE PARTNERS, L.P.
By Atlas Pipeline Partners GP, LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx
President and Chief Operating Officer
ATLAS PIPELINE PARTNERS GP, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx
President and Chief Operating Officer
RESOURCE AMERICA, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
VULCAN INTERMEDIARY, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
NEW VULCAN COAL HOLDINGS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
