Atlas Energy Resources, LLC Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2008 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated May 9, 2008 (the “Agreement”) is entered into by and among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp. (the “Co-issuer” and together with the Company, the “Issuers”), a Delaware corporation, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”), and the other guarantors listed in Schedule 1 hereto (together with Holdings, the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), acting as representative of the initial purchasers listed on Schedule I to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

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LIMITED LIABILITY COMPANY AGREEMENT of ATLAS ENERGY OPERATING COMPANY, LLC
Limited Liability Company Agreement • October 4th, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT made as of June 29, 2006 by and between ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”) and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (the “Member”).

MANAGEMENT AGREEMENT
Management 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 AGREEMENT
Omnibus 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”).

GAS GATHERING AGREEMENT EXPANSION GATHERING SYSTEM
Gas Gathering Agreement • August 10th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS GAS GATHERING AGREEMENT (“Agreement”) is made and entered into by and between LAUREL MOUNTAIN MIDSTREAM, LLC, a Delaware limited liability company (“LMM”), and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company, ATLAS AMERICA, LLC, a Pennsylvania limited liability company, ATLAS NOBLE LLC, a Delaware limited liability company, RESOURCE ENERGY LLC, a Delaware limited liability company, and VIKING RESOURCES, LLC, a Pennsylvania limited liability company (each individually a “Shipper” or collectively, the “Shippers”), and only as to Section 7, below, ATLAS PIPELINE PARTNERS, L.P. and ATLAS PIPELINE OPERATING PARTNERSHIP, LP (hereinafter “APL” and “APL Operating,” respectively).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES, LLC DATED AS OF SEPTEMBER 29, 2009
Operating Agreement • September 30th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES LLC, dated as of September 29, 2009 is entered into by and among Atlas Energy, Inc. (“Atlas Energy”) and Atlas Energy Management, Inc. (“AEM”), 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:

VOTING AGREEMENT
Voting Agreement • June 29th, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS VOTING AGREEMENT (this “Agreement”) dated as of June 29, 2007 is by and among Atlas America, Inc., a Delaware corporation (“Atlas America”), and Atlas Energy Management, Inc., a Delaware corporation (“Atlas Management”).

AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT
Omnibus 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”).

CREDIT AGREEMENT DATED AS OF JUNE 29, 2007 AMONG ATLAS ENERGY RESOURCES, LLC, AS PARENT GUARANTOR, ATLAS ENERGY OPERATING COMPANY, LLC, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, WACHOVIA BANK, NATIONAL ASSOCIATION, AS...
Credit Agreement • June 29th, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT, dated as of June 29, 2007, is among: ATLAS ENERGY RESOURCES, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Parent Guarantor”); ATLAS ENERGY OPERATING COMPANY, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA AND UBS AG, STAMFORD BRANCH, as co-documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, the “Documentation

FORM OF 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 [ ], 2010
Participation and Development Agreement • April 13th, 2010 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April [ ], 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 AGREEMENT
Contribution, Conveyance and Assumption Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

This Contribution and Assumption Agreement, dated as of , 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 AGREEMENT
Atn Option Agreement • June 5th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

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”).

ATLAS ENERGY OPERATING COMPANY, LLC, ATLAS ENERGY FINANCE CORP., as Issuers, ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, and AER PIPELINE CONSTRUCTION, INC., AIC, LLC, ATLAS AMERICA, LLC, ATLAS GAS & OIL COMPANY, LLC, ATLAS NOBLE LLC, ATLAS...
Atlas Energy Resources, LLC • July 17th, 2009 • Crude petroleum & natural gas • New York

INDENTURE, dated as of July 16, among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), having their principal office at 1550 Coraopolis Heights Road, Moon Township, Pennsylvania 15108, Atlas Energy Resources, LLC (“Holdings” or the “Parent Guarantor”), Westside Pipeline Company, LLC, Atlas America, LLC, Atlas Noble, LLC, AER Pipeline Construction Inc., Viking Resources, LLC, AIC, LLC, Atlas Energy Indiana, LLC, Atlas Energy Ohio, LLC, Atlas Resources, LLC, Atlas Energy Michigan, LLC, Atlas Energy Tennessee, LLC, Resource Energy, LLC, Resource Well Services, LLC, REI-NY, LLC and Atlas Gas & Oil Company, LLC (together, the “Subsidiary Guarantors”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

REVOLVING CREDIT AGREEMENT Dated as of December [__], 2006 Among ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower AIC, LLC, ATLAS AMERICA, LLC, ATLAS ENERGY OHIO, LLC, ATLAS ENERGY RESOURCES, LLC, ATLAS NOBLE, LLC, ATLAS RESOURCES, LLC, REI-NY, LLC,...
Revolving Credit Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Texas

THIS REVOLVING CREDIT AGREEMENT dated as of December [__], 2006, among ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”); 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”) (AIC, Atlas PA, AER, Atlas Ohio, Atlas Noble, Atlas Resources, REI, Resource Energy, RWS, and Viking collecti

ATLAS ENERGY OPERATING COMPANY, LLC ATLAS ENERGY FINANCE CORP. Purchase Agreement
Atlas Energy Resources, LLC • May 9th, 2008 • Crude petroleum & natural gas • New York

Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), and Atlas Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $250,000,000 principal amount of their 10 3/4% Senior Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of January 23, 2008 (the “Indenture”) among the Issuers, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”) and the other guarantors listed in Schedule 2 hereto (together with Holdings, the “Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

PURCHASE AND SALE AGREEMENT between ATLAS ENERGY RESOURCES, LLC as Seller, and RELIANCE MARCELLUS, LLC as Buyer dated April 9, 2010
Purchase and Sale Agreement • April 13th, 2010 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • 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 AGREEMENT
Contribution, 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.”

OMNIBUS AGREEMENT
Omnibus Agreement • November 1st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

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”).

CONTINUING GUARANTY AGREEMENT
Continuing 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”).

REGISTRATION RIGHTS AGREEMENT by and among ATLAS ENERGY RESOURCES, LLC and THE PURCHASERS NAMED HEREIN
Registration Rights Agreement • June 29th, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2007 by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and each of the Purchasers set forth in Exhibit A (each, a “Purchaser” and, collectively, the “Purchasers”).

LETTERHEAD OF ATLAS AMERICA, INC. April 5, 2006
Atlas Energy Resources, LLC • October 4th, 2006 • 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 AGREEMENTS
2002 Agreement • November 1st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

THIS AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS (this “Amendment”) is made as of , 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”).

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AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT
Omnibus Agreement • November 1st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

THIS AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT (this “Amendment”) is made as of , 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”).

SERVICES AGREEMENT
Escrow 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:

ATLAS ENERGY OPERATING COMPANY, LLC, ATLAS ENERGY FINANCE CORP., as Issuers, ATLAS ENERGY RESOURCES, LLC, THE SUBSIDIARIES NAMED HEREIN, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 12.125% Senior Notes due 2017 FIRST SUPPLEMENTAL...
Supplemental Indenture • July 17th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE dated as of July 16, 2009 (the “Supplemental Indenture”) is among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), Atlas Energy Resources, LLC (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) to the indenture, dated as of July 16, 2009, among the Company, Finance Co, Holdings, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, and solely in respect of the Notes, the “Indenture”).

CLASS D AMENDMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES, LLC
Operating Agreement • June 29th, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES, LLC (this “Amendment”), dated as of June 29, 2007, is entered into and effectuated by the Board of Directors (the “Board”) of Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Amended and Restated Operating Agreement of the Company, dated as of December 18, 2006 (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

GAS PURCHASE AGREEMENT
Gas Purchase Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

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.

Common Units ATLAS ENERGY RESOURCES, LLC AMENDED & RESTATED UNDERWRITING AGREEMENT May 15, 2008
Underwriting Agreement • May 21st, 2008 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement and the other parties named therein, with respect to the public offering (the “Offering”) of common units representing limited liability company interests in the Company (the “Common Units”).

PURCHASE AGREEMENT by and among MCN ENERGY ENTERPRISES, INC. - Seller, DTE ENERGY COMPANY - Seller Parent, ATN MICHIGAN, LLC - Buyer, and ATLAS ENERGY RESOURCES, LLC – Buyer Parent
Purchase Agreement • May 21st, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Michigan

This PURCHASE AGREEMENT (this “Agreement”), dated as of this 18th day of May, 2007, is made by and among MCN ENERGY ENTERPRISES, INC., a Michigan corporation (“Seller”), DTE ENERGY COMPANY, a Michigan corporation (“Seller Parent”), ATN Michigan, LLC, a Delaware limited liability company (“Buyer”), and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (“Buyer Parent”).

ATLAS ENERGY RESOURCES LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR GRANT AGREEMENT
Non-Employee Director Grant Agreement • January 22nd, 2007 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware

THIS NON-EMPLOYEE DIRECTOR GRANT AGREEMENT (this "Grant") is made as of the day of , 200 (the "Date of Grant") by and between Atlas Energy Resources, LLC, a Delaware limited liability company (the "Company"), and , a non-employee director (the "Director") of the Board of Directors (the "Board") of the Company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 24th, 2008 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated January 23, 2008 (the “Agreement”) is entered into by and among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp. (the “Co-issuer” and together with the Company, the “Issuers”), a Delaware corporation, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”), and the other guarantors listed in Schedule 1 hereto (together with Holdings, the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), acting as representative of the initial purchasers listed on Schedule I to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

THIRD AMENDMENT TO CREDIT AGREEMENT dated as of July 10, 2009 among ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto...
Credit Agreement • July 24th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of July 10, 2009, is among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, as the Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto.

SECOND AMENDMENT TO CREDIT AGREEMENT dated as of April 9, 2009 among ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto...
Credit Agreement • April 17th, 2009 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of April 9, 2009, is among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, as the Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto.

MASTER NATURAL GAS GATHERING AGREEMENT
Gathering Agreement • November 1st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

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”).

AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS
2002 Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas

THIS AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS (this “Amendment”) is made as of , 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 Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”).

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