0001193125-06-202521 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT of ATLAS ENERGY OPERATING COMPANY, LLC
Limited Liability Company Agreement • October 4th, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT made as of June 29, 2006 by and between ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”) and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (the “Member”).

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LETTERHEAD OF ATLAS AMERICA, INC. April 5, 2006
Atlas Energy Resources, LLC • October 4th, 2006 • Crude petroleum & natural gas • Pennsylvania

We at Atlas America, Inc. (“AAI”) are delighted that you have agreed to join us and be employed as President, Chief Operating Officer and a manager of a new management company which will be a Delaware limited liability company (the ”Company”) formed by AAI. The Company will manage the entity established by AAI to conduct its exploration and production and direct placement businesses (“Atlas Energy LLC”). The terms and conditions under which you will be performing those services, intending to be legally bound, are as follows (the “Agreement”):

LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY RESOURCES, LLC
Limited Liability Company Agreement • October 4th, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY RESOURCES, LLC dated as of this 23rd day of June, 2006 (this “Agreement”), is made by Atlas America, Inc., a Delaware corporation (the “Member”), to establish and organize a limited liability company (the “Company”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

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