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,...
Exhibit 10(u)
AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS
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 NOBLE, LLC, ATLAS RESOURCES, LLC, ATLAS
AMERICA, LLC, ATLAS ENERGY RESOURCES, LLC, AND ATLAS
ENERGY OPERATING COMPANY, LLC
AMENDMENT
AND JOINDER TO GAS GATHERING AGREEMENTS
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
Atlas Energy Operating Company, LLC, a Delaware limited liability company
(“Energy
Operating”).
RECITALS
A.
Gatherer and Atlas America, Resource Energy and Viking Resources are parties
to
the Master Natural Gas Gathering Agreement dated February 2, 2000 (as amended
as
of October 25, 2005, the “2000
Gathering Agreement”)
and
desire to amend the same in accordance with the terms hereof.
B.
Gatherer and Atlas America (as successor to Atlas Energy Group, Inc.), Atlas
Resources, Atlas Noble, Resource Energy and Viking Resources are parties
to the
Natural Gas Gathering Agreement dated January 1, 2002 (as amended as of October
25, 2005, the “2002
Gathering Agreement”
and
with the 2000 Gathering Agreement, the “Gathering
Agreements”)
and
desire to amend the same in accordance with the terms hereof.
C.
Atlas
America has formed Atlas Energy and Energy Operating for the purpose of
facilitating the initial public offering of Atlas Energy and, pursuant to
the
Contribution and Assumption Agreement of even date herewith, is transferring
all
of the issued and outstanding member interests in Resource Energy, Viking
Resources, Atlas Noble, Atlas Resources and Atlas PA to Energy Operating,
and
the parties hereto wish to join Atlas Energy and Energy Operating to the
Gathering Agreements.
NOW,
THEREFORE,
in
consideration of the premises, and the mutual covenants and agreements herein
set forth, and intending to be legally bound, the parties agree as follows:
1.
Joinder
in the Gathering Agreements.
Effective as of the date hereof, each of Atlas Energy and Energy Operating
hereby joins each of the Gathering Agreements and accepts and agrees to be
bound
as a “Shipper” thereunder with respect to all of the terms and conditions
thereof, and Gatherer hereby consents to such joinder and agrees that Atlas
Energy and Energy Operating are parties to the Gathering Agreements as the
Shipper thereunder.
2.
Removal
of Atlas America from and Joinder of Atlas PA to the 2002 Gathering
Agreement.
Effective as of the date hereof, Atlas America is hereby removed as a party
to
the 2002 Gathering Agreement and shall have no further rights or obligations
thereunder. Atlas PA hereby joins the 2002 Gathering Agreement and agrees
to be
bound as a “Shipper” thereunder with respect to all of the terms and conditions
thereof, and Gatherer hereby consents to such joinder and agrees that Atlas
PA
is party to the 2002 Gathering Agreement as the Shipper thereunder.
3.
Definition
of “Investment Program.”
The
definition of “Investment Program” set forth in the 2000 Gathering Agreement is
hereby amended and restated in its entirety as follows:
“Investment
Program”
means
a
Person principally engaged in the drilling of natural gas and oil xxxxx for
which Shipper or direct or indirect subsidiary of Shipper acts as a general
partner, managing partner or manager and the securities of which have been
offered and sold to investors.
4.
Other
Terms of Gathering Agreements.
Except
as otherwise expressly provided herein, the Gathering Agreements are not
amended, modified or affected by this Amendment.
5.
Counterparts.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this Amendment by facsimile shall be equally as effective as delivery
of a
manually executed counterpart of this Amendment.
[Signatures
appear on following pages]
2
IN
WITNESS WHEREOF,
the
parties have executed this Amendment to be effective as of the date first
written above.
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Shipper:
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ATLAS
AMERICA, INC.
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By:
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Name:
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Its:
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ATLAS
ENERGY RESOURCES, LLC
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By:
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Name:
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Its:
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ATLAS
ENERGY OPERATING COMPANY, LLC
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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RESOURCE
ENERGY, LLC
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By:
Atlas Energy Operating Company, LLC, its sole
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member
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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VIKING
RESOURCES, LLC
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By:
Atlas Energy Operating Company, LLC, its sole
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member
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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ATLAS
NOBLE, LLC
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By:
Atlas Energy Operating Company, LLC, its sole
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member
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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ATLAS
RESOURCES, LLC
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By:
AIC, LLC, its sole member
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By:
Atlas Energy Operating Company, LLC, its sole
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member
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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ATLAS
AMERICA, LLC
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By:
Atlas Energy Operating Company, LLC, its sole
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member
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By:
Atlas Energy Resources, LLC, its sole member
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By:
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Name:
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Its:
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Gatherer:
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ATLAS
PIPELINE OPERATING PARTNERSHIP,
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L.P.
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By:
Atlas Pipeline Partners GP, LLC, its general
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partner
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By:
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Name:
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Its:
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ATLAS
PIPELINE PARTNERS, L.P.
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By:
Atlas Pipeline Partners GP, LLC,
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its
general partner
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By:
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Name:
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Its:
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