CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS AMERICA, INC., ATLAS ENERGY RESOURCES, LLC, AND ATLAS ENERGY OPERATING COMPANY, LLCContribution, Conveyance and Assumption Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Delaware
This Contribution and Assumption Agreement, dated as of December 18, 2006 (this “Contribution Agreement”), is by and among Atlas America, Inc., a Delaware corporation (“Atlas America”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.”
OMNIBUS AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATION, AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., AND ATLAS PIPELINE PARTNERS, L.P.Omnibus Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
THIS OMNIBUS AGREEMENT is made as of February 2, 2000 among ATLAS AMERICA, INC., a Delaware corporation (“Atlas America”), RESOURCE ENERGY, INC., a Delaware corporation (“Resource Energy”), and VIKING RESOURCES CORPORATION, a Pennsylvania corporation (collectively with Atlas America and Resource Energy, the “Resource Entities”), and ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (collectively, the “MLP”).
EXHIBIT (A) AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP FOR ATLAS AMERICA SERIES 27-2006 L.P.Certificate and Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Delaware
THIS AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (“AGREEMENT”), amending and restating the original Certificate of Limited Partnership, is made and entered into as of the date set forth below, by and among Atlas Resources, LLC, referred to as “Atlas” or the “Managing General Partner,” and the remaining parties from time to time signing a Subscription Agreement for Limited Partner Units, these parties sometimes referred to as “Limited Partners,” or for Investor General Partner Units, these parties sometimes referred to as “Investor General Partners.”
REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 18, 2006 AMONG ATLAS ENERGY OPERATING COMPANY, LLC, AS BORROWER; AER PIPELINE CONSTRUCTION, INC., AIC, LLC, ATLAS AMERICA, LLC, ATLAS ENERGY OHIO, LLC, ATLAS ENERGY RESOURCES, LLC, ATLAS NOBLE, LLC,...Security Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Texas
THIS REVOLVING CREDIT AGREEMENT dated as of December 18, 2006, among ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”); AER PIPELINE CONSTRUCTION, INC., a Delaware corporation (“AER Construction”); AIC, LLC, a Delaware limited liability company (“AIC”); ATLAS AMERICA, LLC, a Pennsylvania limited liability company (“Atlas PA”); ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (“AER”); ATLAS ENERGY OHIO, LLC, an Ohio limited liability company (“Atlas Ohio”); ATLAS NOBLE, LLC, a Delaware limited liability company (“Atlas Noble”); ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (“Atlas Resources”); REI-NY, LLC, a Delaware limited liability company (“REI”); RESOURCE ENERGY, LLC, a Delaware limited liability company (“Resource Energy”); RESOURCE WELL SERVICES, LLC, a Delaware limited liability company (“RWS”); and VIKING RESOURCES LLC, a Pennsylvania limited liability company (“Viking”) (AER Construction, AIC, Atlas PA,
CONTINUING GUARANTY AGREEMENT DATED DECEMBER 18, 2006 BY ATLAS ENERGY RESOURCES, LLC IN FAVOR OF WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE LENDERS CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of December 18, 2006, is made by ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (the “Guarantor”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”).
GUARANTY DATED JUNE 1, 2004 BETWEEN UGI CORPORATION AND VIKING RESOURCES CORP.Guaranty • April 30th, 2007 • Atlas America Series 27-2006 LP • Pennsylvania
This Guaranty (the “Guaranty”) is made by UGI Corporation (“Guarantor”), a Pennsylvania corporation, effective as of June 1, 2004 (the “Effective Date”), in favor of Viking Resources Corp. (“Creditor”), a Pennsylvania corporation.
FIRST AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GASAtlas America Series 27-2006 LP • April 30th, 2007
This First Amendment To Base Contract For The Sale And Purchase Of Natural Gas (this “Amendment”) is made and entered into on November ___, 2005 (the “Effective Date”) by and between Atlas America, Inc., a Pennsylvania corporation (“Atlas PA”), Atlas America, Inc. a Delaware corporation (“Atlas DE”), and UGI Energy Services, Inc. d/b/a/ GASMARK, a Pennsylvania corporation (“GASMARK”). This Amendment modifies, supplements, forms part of, and amends that certain Base Contract for the Sale and Purchase of Natural Gas entered into as of November 13, 2002 between GASMARK and Viking Resources Corporation and assigned by Viking Resources Corporation to Atlas PA by Assignment and Assumption Agreement dated October 1, 2004 (the “Base Contract”). Capitalized terms used in this Amendment that are not herein defined will have the meanings ascribed to them in the Base Contract. In the event of a conflict between the terms of this Amendment and the Base Contract, the terms of this Amendment shall ap
DRILLING AND OPERATING AGREEMENT DATED SEPTEMBER 15, 2004 BY AND BETWEEN ATLAS AMERICA, INC. AND KNOX ENERGY, LLCDrilling and Operating Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Tennessee
This Drilling and Operating Agreement (this “Agreement”) is made and entered into, effective as of the 15th day of September, 2004, by and between ATLAS AMERICA, INC., a Pennsylvania corporation (and not any other entity having the name Atlas America, Inc. or any derivative thereof), whose address is 311 Rouser Road, Moon Township, Coraopolis, PA 15108 (hereinafter referred to as “Operator”) and KNOX ENERGY, LLC, a Tennessee limited liability company, whose address is 132 Mitchell Road, Oak Ridge, TN 37830 (hereinafter referred to as “Non-Operator”).
GUARANTY DATED AUGUST 12, 2003 BETWEEN FIRST ENERGY CORP. AND ATLAS RESOURCES, INC. TO GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Gas Purchase Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Ohio
Guaranty dated as of August 12, 2003 by and between FirstEnergy Corp., an Ohio corporation, with its principal place of business at 76 South Main Street, Akron, OH 44308 (“Guarantor”) and Atlas Resources Inc., a Pennsylvania corporation, with its principal place of business at 311 Rouser Rd., Coraopolis, PA 15108 (“Seller”). Seller, together with its affiliates Atlas Energy Group, Inc., an Ohio Corporation, Resource Energy, Inc., a Delaware corporation, and Viking Resources Corporation, an Ohio Corporation, entered into a Gas Purchase Agreement for the purchase and sale of natural gas (“Sales Agreement”) to FirstEnergy Solutions Corp.,(“Customer”), a subsidiary of the Guarantor.
MANAGEMENT AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS ENERGY RESOURCES, LLC, ATLAS ENERGY OPERATING COMPANY, LLC, AND ATLAS ENERGY MANAGEMENT, INC.Management Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Delaware
THIS MANAGEMENT AGREEMENT is made and entered into as of December 18, 2006 by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Operating Company” and, collectively with Atlas Energy, the “Company”), and Atlas Energy Management, Inc., a Delaware corporation (together with its permitted assignees, the “Manager”).
AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS2002 Gathering Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
THIS AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS (this “Amendment”) is made as of December 18, 2006, among Atlas Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (collectively, “Gatherer”), Atlas America, Inc., a Delaware corporation (“Atlas America”), Resource Energy, LLC, a Delaware limited liability company (formerly Resource Energy, Inc., “Resource Energy”), Viking Resources, LLC, a Pennsylvania limited liability company (formerly Viking Resources Corporation, “Viking Resources”), Atlas Noble, LLC, a Delaware limited liability company (formerly Atlas Noble Corporation, “Atlas Noble”), Atlas Resources, LLC, a Pennsylvania limited liability company (formerly Atlas Resources, Inc., “Atlas Resources”), Atlas America, LLC, a Pennsylvania limited liability company (formerly Atlas America, Inc., “Atlas PA”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and At
NATURAL GAS GATHERING AGREEMENT DATED JANUARY 1, 2002 AMONG ATLAS PIPELINE PARTNERS, L.P., AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. AND ATLAS RESOURCES, INC., AND ATLAS ENERGY GROUP, INC. AND ATLAS NOBLE CORPORATION, AND RESOURCE ENERGY INC.,...Gas Gathering Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership, and ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
MASTER NATURAL GAS GATHERING AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATIONGas Gathering Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
THIS MASTER NATURAL GAS GATHERING AGREEMENT is made as of February 2, 2000, among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership, and ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (collectively, “Gatherer”), ATLAS AMERICA, INC., a Delaware corporation (“Atlas America”), RESOURCE ENERGY, INC., a Delaware corporation (“Resource Energy”), and VIKING RESOURCES CORPORATION, a Pennsylvania corporation ( “Viking Resources,” and collectively with Atlas America and Resource Energy, “Shipper”).
GUARANTY AS OF DECEMBER 7, 2004 BETWEEN FIRSTENERGY CORP. AND ATLAS RESOURCES, INC.Atlas America Series 27-2006 LP • April 30th, 2007 • Ohio
Guaranty dated as of December 7, 2004 by and between FirstEnergy Corp., an Ohio corporation, with its principal place of business at 76 South Main Street, Akron, OH 44308 (“Guarantor”) and Atlas Resources Inc., a Pennsylvania corporation, with its principal place of business at 311 Rousar Rd., Coranpolls, PA 15108 (“Seller”). Seller, together with its affiliates Atlas Energy Group, Inc., an Ohio Corporation, Resource Energy, Inc., a Delaware corporation, and Viking Resources Corporation, an Ohio Corporation, entered into a Gas Purchase Agreement for the purchase and sale of natural gas (“Sales Agreement”) to FirstEnergy Solutions Corp., (“Customer”), a subsidiary of the Guarantor.
SECOND AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GASAtlas America Series 27-2006 LP • April 30th, 2007
This Second Amendment To Base Contract For The Sale And Purchase Of Natural Gas (this “Amendment”) is made and entered into on December 18, 2006 (the “Effective Date”) by and among Atlas America, Inc. a Delaware corporation (“Atlas DE”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”) Atlas Noble, LLC, a Delaware limited liability company (“Atlas Noble”), Resource Energy, LLC, a Delaware limited liability company (“Resource Energy” and together with Viking, Atlas Resources and Atlas Noble, the “ATN Subsidiaries”), and UGI Energy Services, Inc. d/b/a/ GASMARK, a Pennsylvania corporation (“GASMARK”). This Amendment modifies, supplements, forms part of, and amends that certain Base Contract for the Sale and Purchase of Natural Gas entered into as of November 13, 2002 between GASMARK and Viking Resources Corporation and assigned by Viking Resources Corporation to Atlas PA by Assig
EXHIBIT (II) FORM OF DRILLING AND OPERATING AGREEMENT FOR ATLAS AMERICA SERIES 27-2006 L.P.Drilling and Operating Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Pennsylvania
THIRD AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GASBase Gas Purchase Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
This Third Amendment to the Gas Purchase Agreement (this “Amendment”) is made and entered into on January 5, 2007 to be effective as of December 18, 2006 (the “Effective Date”) by and among Atlas America, Inc. (into which Atlas Energy Group, Inc. was previously merged) (“Atlas DE”), Viking Resources, LLC (f/k/a Viking Resources Corporation) (“Viking”). Atlas Resources, LLC (f/k/a Atlas Resources, Inc.) (“Atlas Resources”), Resource Energy, LLC (f/k/a Resource Energy, Inc.) (“Resource Energy” and together with Viking and Atlas Resources, the “ATN Subsidiaries”), and Hess Corporation (“Hess”). This Amendment modifies, supplements, forms part of, and amends that certain Gas Purchase Agreement with FirstEnergy Solutions Corp. dated as of March 31, 1999 (the “1999 Agreement”), as amended on February 1, 2001 (the “2001 Amendment”) and on July 16, 2003 (the “2003 Amendment”), and assigned to Hess by that Assignment of Transactions dated April 1, 2005 (the “2005 Assignment”) (collectively, the
OMNIBUS AGREEMENT DATED DECEMBER 18, 2006 BETWEEN ATLAS ENERGY RESOURCES, LLC AND ATLAS AMERICA, INC.Omnibus Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP • Delaware
THIS OMNIBUS AGREEMENT (this “Omnibus Agreement”) is entered into on, and effective as of December 18, 2006, by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas America, Inc., a Delaware corporation (“Atlas America”).
AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT DATED DECEMBER 18, 2006, AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, LLC, VIKING RESOURCES, LLC, ATLAS ENERGY RESOURCES, LLC, AND...Omnibus Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
THIS AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT (this “Amendment”) is made as of December 18, 2006, among Atlas Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (collectively, the “MLP”), Atlas America, Inc., a Delaware corporation (“Atlas America”), Resource Energy, LLC, a Delaware limited liability company (formerly Resource Energy, Inc., “Resource Energy”), Viking Resources, LLC, a Pennsylvania limited liability company (formerly Viking Resources Corporation, “Viking Resources”),
GUARANTY DATED JANUARY 1, 2005 BETWEEN UGI CORPORATION AND VIKING RESOURCES CORP.Guaranty • April 30th, 2007 • Atlas America Series 27-2006 LP • Pennsylvania
This Guaranty (the “Guaranty”) is made by UGI Corporation (“Guarantor”), a Pennsylvania corporation, effective as of June 1, 2004 (the “Effective Date”), in favor of Viking Resources Corp. (“Creditor”), a Pennsylvania corporation.
AMENDMENT AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, INC., VIKING RESOURCES CORPORATION, ATLAS NOBLE CORP., AND ATLAS RESOURCES, INC. TO THE MASTER NATURAL GAS GATHERING...Atlas America Series 27-2006 LP • April 30th, 2007 • Pennsylvania
THIS AMENDMENT (this “AMENDMENT”) is made as of October 25, 2005, among Atlas Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (collectively, “GATHERER”), Atlas America, Inc., a Delaware corporation (“ATLAS AMERICA”), Resource Energy, Inc., a Delaware corporation (“RESOURCE ENERGY”), Viking Resources Corporation, a Pennsylvania corporation (“VIKING RESOURCES”), Atlas Noble Corp., a Delaware corporation (“ATLAS NOBLE”) and Atlas Resources, Inc., a Pennsylvania corporation (“ATLAS RESOURCES” and collectively with Atlas America, Resource Energy, Viking Resources and Atlas Noble, “SHIPPER”).
GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Gas Purchase Agreement • April 30th, 2007 • Atlas America Series 27-2006 LP
This Agreement made and entered into as of this 31st day of March, 1999, by and between Northeast Ohio Gas Marketing, Inc., an Ohio corporation (“Buyer”) of P. O. Box 430, Lancaster, Ohio 43130-0430 and Atlas Energy Group, Inc., an Ohio corporation, Atlas Resources, Inc., a Pennsylvania corporation and Resource Energy, Inc., a Delaware corporation (collectively “Seller” of 311 Rouser Road, P.O. Box 611, Coraopolis, Pennsylvania 15108.
