THIRD AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (this "Amendment") is made as of the 15th day of September, 2003, by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the "Borrower"); ATLAS PIPELINE...Credit Agreement • February 10th, 2004 • Atlas America Inc • Texas
Among ATLAS PIPELINE PARTNERS, L.P. as Borrower ATLAS PIPELINE PARTNERS GP, LLC ATLAS PIPELINE NEW YORK, LLC ATLAS PIPELINE OHIO, LLC ATLAS PIPELINE PENNSYLVANIA, LLC ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. as GuarantorsCredit Agreement • February 10th, 2004 • Atlas America Inc • Texas
AMONGSecurities Purchase Agreement • August 2nd, 2004 • Atlas America Inc • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on May 14, 2004 and effective as of the Effective Date (as later defined herein) is by and between ATLAS AMERICA, INC., a Delaware corporation having its principal place of...Employment Agreement • August 11th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Delaware
Among ATLAS AMERICA, INC., as Borrower AIC, INC. ATLAS AMERICA, INC. (PA), ATLAS ENERGY CORPORATION, ATLAS ENERGY GROUP, INC., ATLAS ENERGY HOLDINGS, INC. ATLAS NOBLE CORP., ATLAS PIPELINE PARTNERS GP, LLC ATLAS RESOURCES INC., REI- NY, INC., RESOURCE...Credit Agreement • March 17th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on _________, 2004 and effective as of the Effective Date (as later defined herein) is by and between Atlas America, Inc., a Delaware corporation having its principal place of...Employment Agreement • April 8th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Delaware
R E C I T A L S: ----------------Credit Agreement • February 10th, 2004 • Atlas America Inc • Texas
FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • February 9th, 2005 • Atlas America Inc • Crude petroleum & natural gas • New York
RECITALSTransition Services Agreement • August 11th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Delaware
SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this "Amendment") is made as of the 28th day of March, 2003, by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the "Borrower"); ATLAS PIPELINE...Credit Agreement • February 10th, 2004 • Atlas America Inc • Texas
RECITALSRegistration Rights Agreement • August 11th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Delaware
RECITALSGas Purchase Agreement • February 10th, 2004 • Atlas America Inc
ATLAS PIPELINE PARTNERS, L.P., ATLAS PIPELINE FINANCE CORP., as Issuers, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors AND WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee 8-1/8% Senior Notes due 2015 INDENTURE Dated as of December 20, 2005Indenture • February 9th, 2006 • Atlas America Inc • Crude petroleum & natural gas • New York
THIS INDENTURE dated as of December 20, 2005 is among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”).
Exhibit 10.2 MASTER NATURAL GAS GATHERING AGREEMENT 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...Master Natural Gas Gathering Agreement • March 17th, 2004 • Atlas America Inc • Crude petroleum & natural gas
ATLAS AMERICA, INC. 2,645,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2004 • Atlas America Inc • Crude petroleum & natural gas • New York
MANAGEMENT AGREEMENTManagement Agreement • April 10th, 2007 • Atlas America Inc • 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”).
BY AND BETWEENGas Gathering Agreement • January 28th, 2005 • Atlas America Inc • Crude petroleum & natural gas • Tennessee
OMNIBUS AGREEMENTOmnibus Agreement • March 2nd, 2007 • Atlas America Inc • 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”).
DRILLING AND OPERATING AGREEMENT DATED SEPTEMBER 15, 2004 BY AND BETWEEN ATLAS AMERICA, INC.Drilling and Operating Agreement • January 28th, 2005 • Atlas America Inc • Crude petroleum & natural gas • Tennessee
EXHIBIT 10.3 OMNIBUS AGREEMENT 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...Omnibus Agreement • March 17th, 2004 • Atlas America Inc • Crude petroleum & natural gas
SECURITIES PURCHASE AGREEMENT By and Among ATLAS PIPELINE MID-CONTINENT LLC, ATLAS PIPELINE PARTNERS, L.P., SPECTRA ENERGY PARTNERS OLP, LP, AND SPECTRA ENERGY PARTNERS, LP dated as of April 7, 2009Securities Purchase Agreement • August 10th, 2009 • Atlas America Inc • Natural gas transmission • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 7th day of April, 2009, by and among Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (“Seller”), and Spectra Energy Partners OLP, LP, a Delaware limited partnership (“Buyer”), and, solely for the purposes of Section 8.19, Atlas Pipeline Partners, L.P., a Delaware limited partnership (“Seller Parent”), and, solely for the purposes of Section 8.19, Spectra Energy Partners, LP, a Delaware limited partnership (“Buyer Parent”).
PURCHASE AND SALE AGREEMENT by and among ATLAS PIPELINE PARTNERS, L.P., APL LAUREL MOUNTAIN, LLC, ATLAS ENERGY, INC. and ATLAS ENERGY RESOURCES, LLC Dated as of November 8, 2010Purchase and Sale Agreement • November 12th, 2010 • Atlas Energy, Inc. • Natural gas transmission • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 8, 2010, is by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (“APL”), APL Laurel Mountain, LLC, a Delaware limited liability company (“APL Sub”), Atlas Energy, Inc., a Delaware corporation (“Atlas”), and Atlas Energy Resources, LLC, a Delaware limited liability company (“ATN”). APL, APL Sub, Atlas and ATN are referred to individually as a “Party” and collectively, as the “Parties.”
PARTICIPATION AND DEVELOPMENT AGREEMENT By and among Atlas Energy Resources, LLC, Atlas America, LLC, Viking Resources, LLC, Atlas Resources, LLC and Reliance Marcellus, LLC Dated April 20, 2010Participation and Development Agreement • April 21st, 2010 • Atlas Energy, Inc. • Natural gas transmission • New York
This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April 20, 2010 (the “Effective Date”) is by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas America, LLC, a Pennsylvania limited liability company (“Atlas America”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”, and together with Atlas Energy, Atlas America and Viking, each individually and collectively, “Atlas”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Reliance”). Atlas and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • March 2nd, 2007 • Atlas America Inc • 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.”
ATN OPTION AGREEMENTAtn Option Agreement • June 5th, 2009 • Atlas America Inc • Natural gas transmission
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”).
AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • June 1st, 2009 • Atlas America Inc • Natural gas transmission • New York
This Amendment No. 2 dated as of May 29, 2009 to the Revolving Credit and Term Loan Agreement (this “Amendment No. 2”), is entered into among Atlas Pipeline Partners, L.P., a Delaware limited partnership (“Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the Lenders signatory hereto and Wachovia Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Revolving Credit and Term Loan Agreement dated as of July 27, 2007 (as amended by Amendment No. 1 and Agreement dated as of June 12, 2008 and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Guarantors named therein, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not
ATLAS PIPELINE PARTNERS REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2006 • Atlas America Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of December 20, 2005 (the “Agreement”), by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and ATLAS PIPELINE PARTNERS FINANCE CORPORATION, a Delaware corporation (the “Finance Co” and, together with the Partnership, the “Issuers”), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several purchasers named in Schedule II hereto (the “Initial Purchasers”), for whom Wachovia Capital Markets, LLC and Bank of America Securities LLC are acting as Representatives (in such capacity, the “Representatives”).
REVOLVING CREDIT AGREEMENT Dated as of July 26, 2006 among ATLAS PIPELINE HOLDINGS, L.P., as Borrower ATLAS PIPELINE PARTNERS GP, LLC, as Guarantor WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank and THE LENDERS SIGNATORY...Revolving Credit Agreement • August 10th, 2009 • Atlas America Inc • Natural gas transmission • New York
THIS REVOLVING CREDIT AGREEMENT dated as of July 26, 2006, among ATLAS PIPELINE HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”); ATLAS PIPELINE PARTNERS GP, LLC, a Delaware limited liability company (“APL General Partner”; the Borrower and the APL General Partner are collectively referred to herein as the “Initial Obligors”); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a “Lender,” and collectively, the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, together with its successors in such capacity, the “Issuing Bank”); and WACHOVIA CAPITAL MARKETS, LLC, as sole lead arranger (in such capacity, together with its successors in such capacity, the “S
PURCHASE AND SALE AGREEMENT between ATLAS ENERGY RESOURCES, LLC as Seller, and RELIANCE MARCELLUS, LLC as Buyer dated April 9, 2010Purchase and Sale Agreement • April 13th, 2010 • Atlas Energy, Inc. • Natural gas transmission • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 9th day of April 2010 (the “Execution Date”), by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Seller”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties,” or individually as a “Party.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • April 10th, 2007 • Atlas America Inc • 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.”
LETTERHEAD OF ATLAS AMERICA, INC. April 5, 2006Agreement for Services • August 8th, 2006 • Atlas America Inc • 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”):
AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTSGas Gathering Agreement • March 2nd, 2007 • Atlas America Inc • 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 (“Atlas Noble”), Atlas Resources, LLC, a Pennsylvania limited liability company (formerly Atlas Resources, Inc., “Atlas 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2009 • Atlas America Inc • Natural gas transmission • Pennsylvania
This Employment Agreement (“Agreement”) is made and effective as of July 1, 2009, by and between Atlas America, Inc., a Delaware Corporation having its principal office in Moon Township, Pennsylvania (“Employer”) and Matthew A. Jones, an individual residing in Haverford, Pennsylvania (“Executive”).
RECITALSMaster Separation and Distribution Agreement • August 11th, 2004 • Atlas America Inc • Crude petroleum & natural gas • Delaware
GUARANTY NOTE Dated as of June 1, 2009 By Atlas Pipeline Holdings, L.P., the Issuer, Issued to Atlas America, Inc., the HolderGuaranty Note • June 2nd, 2009 • Atlas America Inc • Natural gas transmission • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.
