MANAGEMENT AGREEMENTManagement Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • 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”).
OMNIBUS AGREEMENTOmnibus Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • 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”).
AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES, LLCOperating Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES LLC, dated as of December 18, 2006 is entered into by and among Atlas America, Inc. (“Atlas America”), together with any other Persons who hereafter become Members in Atlas Energy Resources, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT AND JOINDER TO OMNIBUS AGREEMENTOmnibus Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
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”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • 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.”
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
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”).
SERVICES AGREEMENTEscrow Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
The undersigned, Atlas Resources, Inc., which is referred to as the “Managing General Partner,” on behalf of Atlas America Public #16-2007 Program, which is referred to as the “Program,” is a series of up to two limited partnerships formed under the Delaware Revised Uniform Limited Partnership Act as described below. These limited partnerships are sometimes referred to in this Agreement in the singular as a “Partnership” or in the plural as “Partnerships.” The Managing General Partner on behalf of the Partnerships hereby confirms its agreement with you, as Dealer-Manager, as follows:
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, ATLAS...Security Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • 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,
AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS2002 Gathering Agreement • December 22nd, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
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
