ROFR Election Notice Uses in Procedure Clause

Procedure from Option Agreement

This ATN OPTION AGREEMENT (this Agreement), dated as of this 1st day of June, 2009, is entered into by and among Atlas Energy Resources, LLC, a Delaware limited liability company (Optionholder), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (Optionee), and APL Laurel Mountain, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Optionee (APL Sub).

Procedure. If a APL Sub at any time desires to consummate a bona fide transaction that will result in the Transfer of all or a portion of its Interest in the Joint Venture Company (whether or not the proposed Transfer is to another Member of the Joint Venture Company), then APL Sub shall promptly give notice thereof (the ROFR Notice) to Optionholder. The ROFR Notice shall set forth all relevant information with respect to the proposed Transfer, including the name and address of the prospective acquirer, the precise Interest that is the subject of the Transfer (the Marketed Interest), the price to be paid for such Marketed Interest and any other terms and conditions of the proposed Transfer. Optionholder shall have the right of first refusal (Right of First Refusal) to acquire, for the same purchase price, as set forth in the ROFR Notice, and on terms and provisions that are not less favorable to Optionholder than the terms and provisions contained in the ROFR Notice, such Marketed Interest. If Optionholder wishes to exercise the Right of First Refusal, Optionholder must provide notice of its election (the ROFR Election Notice), to APL Sub within 5 business days of receipt by Optionholder of the ROFR Notice (the ROFR Election Period), or Optionholder shall be deemed to have waived its Right of First Refusal for the subject Transfer, but not any Right of First Refusal for future Transfers by APL Sub. Upon receipt of the ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of receipt of the ROFR Notice by Optionholder. (ii) Waiver of Right of First Refusal. If the Right of First Refusal is deemed waived pursuant to Section 2(a) of this Agreement, APL Sub shall have the right, subject to compliance with the provisions of the LLC Agreement, to market, offer, negotiate and consummate the Transfer of the Marketed Interest described in the ROFR Notice to a third party for a period of 120 days after the expiration of the ROFR Election Period. If, however, APL Sub is unable to consummate the Transfer of the Marketed Interest to a third party within the 120-day period following expiration of the ROFR Election Period, the proposed Transfer shall again become subject to the Right of First Refusal in Section 2(a).

Procedure from Option Agreement

This ATN OPTION AGREEMENT (this Agreement), dated as of this 1st day of June, 2009, is entered into by and among Atlas Energy Resources, LLC, a Delaware limited liability company (Optionholder), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (Optionee), and APL Laurel Mountain, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Optionee (APL Sub).

Procedure. If a APL Sub at any time desires to consummate a bona fide transaction that will result in the Transfer of all or a portion of its Interest in the Joint Venture Company (whether or not the proposed Transfer is to another Member of the Joint Venture Company), then APL Sub shall promptly give notice thereof (the ROFR Notice) to Optionholder. The ROFR Notice shall set forth all relevant information with respect to the proposed Transfer, including the name and address of the prospective acquirer, the precise Interest that is the subject of the Transfer (the Marketed Interest), the price to be paid for such Marketed Interest and any other terms and conditions of the proposed Transfer. Optionholder shall have the right of first refusal (Right of First Refusal) to acquire, for the same purchase price, as set forth in the ROFR Notice, and on terms and provisions that are not less favorable to Optionholder than the terms and provisions contained in the ROFR Notice, such Marketed Interest. If Optionholder wishes to exercise the Right of First Refusal, Optionholder must provide notice of its election (the ROFR Election Notice), to APL Sub within 5 business days of receipt by Optionholder of the ROFR Notice (the ROFR Election Period), or Optionholder shall be deemed to have waived its Right of First Refusal for the subject Transfer, but not any Right of First Refusal for future Transfers by APL Sub. Upon receipt of the ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of receipt of the ROFR Notice by Optionholder. (ii) Waiver of Right of First Refusal. If the Right of First Refusal is deemed waived pursuant to Section 2(a) of this Agreement, APL Sub shall have the right, subject to compliance with the provisions of the LLC Agreement, to market, offer, negotiate and consummate the Transfer of the Marketed Interest described in the ROFR Notice to a third party for a period of 120 days after the expiration of the ROFR Election Period. If, however, APL Sub is unable to consummate the Transfer of the Marketed Interest to a third party within the 120-day period following expiration of the ROFR Election Period, the proposed Transfer shall again become subject to the Right of First Refusal in Section 2(a).

Procedure from Option Agreement

This ATN OPTION AGREEMENT (this Agreement), dated as of this 1st day of June, 2009, is entered into by and among Atlas Energy Resources, LLC, a Delaware limited liability company (Optionholder), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (Optionee), and APL Laurel Mountain, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Optionee (APL Sub).

Procedure. If a APL Sub at any time desires to consummate a bona fide transaction that will result in the Transfer of all or a portion of its Interest in the Joint Venture Company (whether or not the proposed Transfer is to another Member of the Joint Venture Company), then APL Sub shall promptly give notice thereof (the ROFR Notice) to Optionholder. The ROFR Notice shall set forth all relevant information with respect to the proposed Transfer, including the name and address of the prospective acquirer, the precise Interest that is the subject of the Transfer (the Marketed Interest), the price to be paid for such Marketed Interest and any other terms and conditions of the proposed Transfer. Optionholder shall have the right of first refusal (Right of First Refusal) to acquire, for the same purchase price, as set forth in the ROFR Notice, and on terms and provisions that are not less favorable to Optionholder than the terms and provisions contained in the ROFR Notice, such Marketed Interest. If Optionholder wishes to exercise the Right of First Refusal, Optionholder must provide notice of its election (the ROFR Election Notice), to APL Sub within 5 business days of receipt by Optionholder of the ROFR Notice (the ROFR Election Period), or Optionholder shall be deemed to have waived its Right of First Refusal for the subject Transfer, but not any Right of First Refusal for future Transfers by APL Sub. Upon receipt of the ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of receipt of the ROFR Notice by Optionholder. (ii) Waiver of Right of First Refusal. If the Right of First Refusal is deemed waived pursuant to Section 2(a) of this Agreement, APL Sub shall have the right, subject to compliance with the provisions of the LLC Agreement, to market, offer, negotiate and consummate the Transfer of the Marketed Interest described in the ROFR Notice to a third party for a period of 120 days after the expiration of the ROFR Election Period. If, however, APL Sub is unable to consummate the Transfer of the Marketed Interest to a third party within the 120-day period following expiration of the ROFR Election Period, the proposed Transfer shall again become subject to the Right of First Refusal in Section 2(a).

Procedure from Option Agreement

This ATN OPTION AGREEMENT (this Agreement), dated as of this 1st day of June, 2009, is entered into by and among Atlas Energy Resources, LLC, a Delaware limited liability company (Optionholder), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (Optionee), and APL Laurel Mountain, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Optionee (APL Sub).

Procedure. If a APL Sub at any time desires to consummate a bona fide transaction that will result in the Transfer of all or a portion of its Interest in the Joint Venture Company (whether or not the proposed Transfer is to another Member of the Joint Venture Company), then APL Sub shall promptly give notice thereof (the ROFR Notice) to Optionholder. The ROFR Notice shall set forth all relevant information with respect to the proposed Transfer, including the name and address of the prospective acquirer, the precise Interest that is the subject of the Transfer (the Marketed Interest), the price to be paid for such Marketed Interest and any other terms and conditions of the proposed Transfer. Optionholder shall have the right of first refusal (Right of First Refusal) to acquire, for the same purchase price, as set forth in the ROFR Notice, and on terms and provisions that are not less favorable to Optionholder than the terms and provisions contained in the ROFR Notice, such Marketed Interest. If Optionholder wishes to exercise the Right of First Refusal, Optionholder must provide notice of its election (the ROFR Election Notice), to APL Sub within 5 business days of receipt by Optionholder of the ROFR Notice (the ROFR Election Period), or Optionholder shall be deemed to have waived its Right of First Refusal for the subject Transfer, but not any Right of First Refusal for future Transfers by APL Sub. Upon receipt of the ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of receipt of the ROFR Notice by Optionholder. (ii) Waiver of Right of First Refusal. If the Right of First Refusal is deemed waived pursuant to Section 2(a) of this Agreement, APL Sub shall have the right, subject to compliance with the provisions of the LLC Agreement, to market, offer, negotiate and consummate the Transfer of the Marketed Interest described in the ROFR Notice to a third party for a period of 120 days after the expiration of the ROFR Election Period. If, however, APL Sub is unable to consummate the Transfer of the Marketed Interest to a third party within the 120-day period following expiration of the ROFR Election Period, the proposed Transfer shall again become subject to the Right of First Refusal in Section 2(a).