Atlas Resources Public #16-2007 (B) L.P. Sample Contracts

ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas • Pennsylvania

The undersigned, Atlas Resources, Inc., which is referred to as the “Managing General Partner,” on behalf of Atlas Resources 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:

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MANAGEMENT AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS ENERGY RESOURCES, LLC, ATLAS ENERGY OPERATING COMPANY, LLC, AND ATLAS ENERGY MANAGEMENT, INC.
Management Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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”).

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ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #16-2007(A) L.P.
Escrow Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas • Pennsylvania

THIS AGREEMENT is made to be effective as of ________________, 2007, by and among Atlas Resources, LLC, a Pennsylvania limited liability company (the “Managing General Partner”), Anthem Securities, Inc., a Pennsylvania corporation (“Anthem”), the “Dealer-Manager,” Atlas Resources Public #16-2007(A) L.P., a Delaware limited partnership (the “Partnership”) and National City Bank of Pennsylvania, Pittsburgh, Pennsylvania, as escrow agent (the “Escrow Agent”).

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OMNIBUS AGREEMENT
Omnibus Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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”).

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FIRST AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Base Contract for Sale and Purchase of Natural Gas • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas
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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 Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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”).

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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,...
Revolving Credit Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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,

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SECOND AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Base Contract for Sale and Purchase of Natural Gas • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas
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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS AMERICA, INC., ATLAS ENERGY RESOURCES, LLC, AND ATLAS ENERGY OPERATING COMPANY, LLC
Contribution, Conveyance and Assumption Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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.”

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AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS DATED DECEMBER 18, 2006, AMONG ATLAS PIPELINE PARTNERS, AMERICA, INC., RESOURCE ENERGY, LLC, VIKING RESOURCES, LLC, ATLAS NOBLE, LLC, ATLAS RESOURCES, LLC, ATLAS AMERICA, LLC, ATLAS ENERGY RESOURCES,...
Gas Gathering Agreements • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • 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

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THIRD AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Gas Purchase Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas

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

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ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #16-2007(B) L.P.
Escrow Agreement • January 16th, 2007 • Atlas Resources Public #16-2007 (B) L.P. • Crude petroleum & natural gas • Pennsylvania

THIS AGREEMENT is made to be effective as of ________________, 2007, by and among Atlas Resources, LLC, a Pennsylvania limited liability company (the “Managing General Partner”), Anthem Securities, Inc., a Pennsylvania corporation (“Anthem”), the “Dealer-Manager,” Atlas Resources Public #16-2007(B) L.P., a Delaware limited partnership (the “Partnership”) and National City Bank of Pennsylvania, Pittsburgh, Pennsylvania, as escrow agent (the “Escrow Agent”).

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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 • January 16th, 2007 • Atlas Resources Public #16-2007 (B) 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”).

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