OFLimited Partnership Agreement • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • Oklahoma
Exhibit 10.2 REVOLVING CREDIT AGREEMENT Dated as of _______, 2006Revolving Credit Agreement • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE PARTNERS GP, LLCLimited Liability Company Agreement • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • Delaware
R E C I T A L SRevolving Credit and Term Loan Agreement • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIPAgreement of Limited Partnership • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • Arkansas
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P.Limited Partnership Agreement • March 14th, 2012 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P., dated as of March 13, 2012, is entered into by and between ATLAS RESOURCE PARTNERS GP, LLC, a Delaware limited liability company, as the General Partner, and ATLAS ENERGY, L.P., a Delaware limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I DEFINITIONSOmnibus Agreement • June 19th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2013 among ATLAS ENERGY, L.P., as Borrower, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, DEUTSCHE BANK SECURITIES, INC., as Syndication Agent,...Credit Agreement • August 6th, 2013 • Atlas Energy, L.P. • Natural gas transmission • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31, 2013, is among ATLAS ENERGY, L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS RESOURCE PARTNERS GP, LLCLimited Liability Company Agreement • May 9th, 2012 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Atlas Resource Partners GP, LLC (the “Company”), dated as of February 13, 2012, is adopted, executed and agreed to by Atlas Energy, L.P., a Delaware limited partnership (“Atlas Energy”), as the sole member of the Company as of the date hereof.
EXHIBIT 10.5 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 • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P.Agreement of Limited Partnership • November 12th, 2010 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P., effective as of [—], 2011, is entered into by and among Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, as the General Partner and as lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
Deal CUSIP Number: 04930BAE2 Term Loan CUSIP Number: 04930BAF9 CREDIT AGREEMENT dated as of July 31, 2013 among ATLAS ENERGY, L.P., as Borrower, THE LENDERS PARTY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent DEUTSCHE BANK...Credit Agreement • August 6th, 2013 • Atlas Energy, L.P. • Natural gas transmission • New York
THIS CREDIT AGREEMENT, dated as of July 31, 2013, is among ATLAS ENERGY, L.P. (the “Borrower”), a Delaware limited partnership; each of the Lenders from time to time party hereto; and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders, and as collateral agent for the Secured Creditors (in such capacities, together with its successors in such capacities, the “Administrative Agent”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P.Limited Partnership Agreement • February 24th, 2011 • Atlas Energy, L.P. • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P., effective as of February 17, 2011, is entered into by and among Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, as the General Partner and as lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Targa Resources Partners LP, a Delaware limited partnership (“Parent”), and the individual executing this Agreement on the signature page hereto (the “Unitholder”).
EXHIBIT 10.6 NATURAL GAS GATHERING AGREEMENT THIS NATURAL GAS GATHERING AGREEMENT is made as of the 1st day of January 2002 among:Natural Gas Gathering Agreement • March 15th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Jonathan Z. Cohen (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TARGA RESOURCES PARTNERS LP TARGA RESOURCES GP LLC TRIDENT MLP MERGER SUB, LLC ATLAS ENERGY, L.P. ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE PARTNERS GP, LLC DATED AS OF OCTOBER 13,...Merger Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“TRGP”), Targa Resources Partners LP, a Delaware limited partnership (“Parent”), Targa Resources GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Trident MLP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Pipeline Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
EXHIBIT 10.8 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 • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
AMENDMENT AND JOINDER TO OMNIBUS AGREEMENTOmnibus Agreement • March 14th, 2007 • Atlas Pipeline Holdings, L.P. • 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”).
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 Pipeline Holdings, L.P. • 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”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TARGA ENERGY GP LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • March 5th, 2015 • Targa Energy LP • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TARGA ENERGY GP LLC (this “Agreement”), dated as of February 27, 2015, is adopted, executed and agreed to by Targa Resources Corp., a Delaware corporation (the “Sole Member”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), and the individual executing this Agreement on the signature page hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TRIDENT GP MERGER SUB LLC, ATLAS ENERGY, L.P. AND ATLAS ENERGY GP, LLC DATED AS OF OCTOBER 13, 2014Merger Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“Parent”), Trident GP Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub” and, with Parent, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
EMPLOYEE MATTERS AGREEMENT By and Among ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC and ATLAS ENERGY GROUP, LLC Dated as of February 26, 2015Employee Matters Agreement • March 4th, 2015 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of February 26, 2015, is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo” and, together with Parent and Parent GP, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SEPARATION AND DISTRIBUTION AGREEMENT by and among ATLAS RESOURCE PARTNERS, L.P., ATLAS RESOURCE PARTNERS GP, LLC, ATLAS ENERGY, L.P., and ATLAS ENERGY GP, LLC Dated as of February 23, 2012Separation and Distribution Agreement • February 24th, 2012 • Atlas Energy, L.P. • Natural gas transmission
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of February 23, 2012, is by and among Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), Atlas Resource Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Atlas Energy, L.P., a Delaware limited partnership (“Atlas Energy”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Atlas Energy (“Atlas Energy GP”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
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 Pipeline Holdings, L.P. • 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.”
AMENDMENT NO. 1 AND AGREEMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • August 10th, 2009 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • New York
This Amendment No. 1 and Agreement dated as of June 12, 2008 to the Revolving Credit and Term Loan Agreement (this “Amendment No. 1 and Agreement”), 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, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Guarantors named therein (collectively, the “Guarantors”), 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 otherwise d
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC AND ATLAS ENERGY GROUP, LLC DATED AS OF FEBRUARY 26, 2015Separation and Distribution Agreement • March 4th, 2015 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 26, 2015 (this “Agreement”), is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ATN OPTION AGREEMENTAtn Option Agreement • June 5th, 2009 • Atlas Pipeline Holdings, L.P. • 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 Pipeline Holdings, L.P. • 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
Exhibit 1.1 3,600,000 COMMON UNITS ATLAS PIPELINE HOLDINGS, L.P. REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT LEHMAN BROTHERS INC. As Representative of the several Underwriters c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New...Underwriting Agreement • April 11th, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • New York
ATLAS PIPELINE MID-CONTINENT, LLC ERIC KALAMARAS PHANTOM UNIT GRANT AGREEMENTPhantom Unit Grant Agreement • November 6th, 2009 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • Oklahoma
THIS PHANTOM UNIT GRANT AGREEMENT (this “Grant”) is made as of September 14, 2009 (the “Date of Grant”) by and between Atlas Pipeline Mid-Continent, LLC (the “Company”), and Eric Kalamaras (the “Participant”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 13th, 2013 • Atlas Energy, L.P. • Natural gas transmission • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into this 9th day of June, 2013 between Atlas Resource Partners, L.P., a Delaware limited partnership (“Assignor”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”) and, upon its formation, ATLS Production Company, LLC, a Delaware limited liability company (“APC”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2011 • Atlas Energy, L.P. • Natural gas transmission • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) executed on May 13, 2011 and effective as of the Effective Date (as later defined herein) is by Atlas Energy, LP, a Delaware limited partnership having a place of business at 1845 Walnut Street; Tenth Floor, Philadelphia, PA 19103 (the “Company”), and Edward E. Cohen (“Cohen”).
Mr. Robert R. Firth Tulsa, Oklahoma 74114 Mr. David D. Hall Tulsa, Oklahoma 74135Incentive Compensation Agreement • March 14th, 2007 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
This letter agreement (the “Letter Agreement”) will set forth the terms and conditions of incentive compensation which you will be eligible to receive as members of the Executive Group of Spectrum Field Services LLC or Atlas Pipeline Mid-Continent LLC (collectively, the “Company”) pursuant to your Employment Agreements with Atlas America, Inc. (the “Employment Agreements”).
