ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #18-2008(A) L.P.
Exhibit
10.1
ATLAS RESOURCES
PUBLIC #18-2008(A) L.P.
ATLAS
RESOURCES PUBLIC #18-2008(A) L.P.
THIS
AGREEMENT
(the
“Agreement”) is effective as of October 15, 2008, 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 #18-2008(A) L.P., a Delaware limited
partnership (the “Partnership”) and Xxxxx Fargo Bank, N.A., as escrow agent (the
“Escrow Agent”).
WITNESSETH:
WHEREAS,
the
Managing General Partner intends to offer publicly for sale to qualified
investors (the “Investors”) up to 59,000 investor general partner interests and
up to 1,000 limited partner interests in the Partnership (the
“Units”).
WHEREAS,
each
Investor will be required to pay his subscription in full on subscribing by
check or wire (the “Subscription Proceeds”).
WHEREAS,
the
cost per Unit will be $10,000 subject to certain discounts of up to 10% ($1,000
per Unit) for sales to the Managing General Partner, its officers, directors
and
affiliates, registered investment advisors and their clients, Selling Agents
and
their registered representatives and principals, and investors who buy Units
through the officers and directors of the Managing General Partner. Larger
subscriptions are permitted in $1,000 increments.
WHEREAS,
the
Managing General Partner and Anthem have executed an agreement (“Anthem
Dealer-Manager Agreement”) under which Anthem will solicit subscriptions for
Units in all states on a “best efforts” “all or none” basis for Subscription
Proceeds of $2,000,000 and on a “best efforts” basis for the remaining Units on
behalf of the Managing General Partner and the Partnership and under which
Anthem has been authorized to select certain members in good standing of the
Financial Industry Regulatory Authority (“FINRA”), previously known as the
National Association of Securities Dealers, Inc., to participate in the offering
of the Units (“Selling Agents”).
WHEREAS,
the
Anthem Dealer-Manager Agreement, the “Dealer-Manager Agreement,” provides for
compensation to the Dealer-Manager to participate in the offering of the Units,
subject to the discounts set forth above for certain Investors, which
compensation includes, but is not limited to, for each Unit sold:
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a
2.5% Dealer-Manager fee;
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a
7% sales commission; and
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an
up to .5% reimbursement of the Selling Agents’ bona fide due diligence
expenses;
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all
or a
portion of which will be reallowed to the Selling Agents and
wholesalers.
WHEREAS,
under
the terms of the Dealer-Manager Agreement the Subscription Proceeds are required
to be held in escrow subject to the receipt and acceptance by the Managing
General Partner of the minimum Subscription Proceeds of $2,000,000, excluding
any optional subscription by the Managing General Partner, its officers,
directors, and Affiliates.
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WHEREAS,
the
Units may also be offered and sold by the officers and directors of the Managing
General Partner without receiving a sales commission or other compensation
on
their sales.
WHEREAS,
no
subscriptions to the Partnership will be accepted after the “Offering
Termination Date,” which is the first to occur of either:
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receipt
of the maximum Subscription Proceeds of $600,000,000; or
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December
31, 2008.
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WHEREAS,
to
facilitate compliance with the terms of the Dealer-Manager Agreement and Rule
15c2-4 adopted under the Securities Exchange Act of 1934, the Managing General
Partner and the Dealer-Manager desire to have the Subscription Proceeds
deposited with the Escrow Agent and the Escrow Agent agrees to hold the
Subscription Proceeds under the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants and conditions contained in this
Agreement, the parties to this Agreement, intending to be legally bound, agree
as follows:
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1.
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Appointment
of Escrow Agent.
The Managing General Partner, the Partnership, and the Dealer-Manager
appoint the Escrow Agent as the escrow agent to receive and to hold
the
Subscription Proceeds deposited with the Escrow Agent by the
Dealer-Manager and the Managing General Partner under this Agreement,
and
the Escrow Agent agrees to serve in this capacity during the term
and
based on the provisions of this
Agreement.
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2.
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Deposit
of Subscription Proceeds.
Pending receipt of the minimum Subscription Proceeds of $2,000,000,
the
Dealer-Manager and the Managing General Partner shall deposit the
Subscription Proceeds of each Investor to whom they sell Units with
the
Escrow Agent and shall deliver to the Escrow Agent a copy of the
“Subscription Agreement,” which is the execution and subscription
instrument signed by the Investor to evidence his agreement to purchase
Units in the Partnership. In this regard, the Selling Agents shall
promptly transmit any and all checks received by them from Investors
and
the original executed Subscription Agreement to the Dealer-Manager
by noon
of the next business day following receipt of the check by them.
By noon
of the next business day following the Dealer-Manager’s receipt of the
check and the original executed subscription documents, the Dealer-Manager
shall transmit the check and a copy of the executed Subscription
Agreement
to the Escrow Agent.
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Payment
for each subscription for Units shall be in the form of a check or wire made
payable to the Escrow Agent as follows: “Xxxxx Fargo Bank, N.A., Escrow Agent,
Atlas Resources Public #18-2008(A) L.P.,” pending receipt of the Partnership’s
minimum Subscription Proceeds of $2,000,000. The Escrow Agent shall hold the
Subscription Proceeds in a separate account (the “Escrow Account”).
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3.
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Investment
of Subscription Proceeds; Tax.
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(a)
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The
Subscription Proceeds shall be deposited in an interest bearing account
maintained by the Escrow Agent as directed in writing by the Managing
General Partner. This may be a savings account, bank money market
account,
short-term certificates of deposit issued by a bank, or short-term
certificates of deposit issued or guaranteed by the United States
government. In the absence of complete written instructions from
the
Managing General Partner, the Subscription Proceeds shall be deposited
and
invested in the Xxxxx Fargo Money Market Deposit Account, which is
further
described herein on Appendix I. The Managing General Partner confirms
that
it has read and understands Appendix I. The interest earned shall
be added
to the Subscription Proceeds and disbursed in accordance with the
provisions of Paragraph 4 or 5 of this Agreement, as the case may
be. The
Escrow Agent shall have no responsibility or liability for any loss
which
may result from any investment or sale of investment made pursuant
to
this Agreement. The parties hereto acknowledge that the Escrow Agent
is not providing investment supervision, recommendations, or
advice.
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(b)
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For
tax reporting purposes, all interest or other taxable income earned
on the
Investor Funds in any tax year shall be taxable to the
Partnership.
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(c)
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Upon
or before the execution of this Agreement, the parties hereto shall
provide the Escrow Agent with certified tax identification numbers
by
furnishing appropriate IRS forms W-9 or W-8 and other forms and documents
that the Escrow Agent may reasonably request. The parties hereto
understand that if such tax reporting documentation is not so certified
to
the Escrow Agent, the Escrow Agent may be required by the Internal
Revenue
Code of 1986, as amended, to withhold a portion of any interest or
other
income earned on the Subscription Proceeds pursuant to this Agreement.
The
Managing General Partner shall also provide tax reporting documentation
for the subscribers as the Escrow Agent may reasonably request, should
the
Escrow Agent be required to disburse Subscription Proceeds or income
on
Subscription Proceeds back to the
subscribers.
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4.
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Distribution
of Subscription Proceeds.
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(a)
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If
the Escrow Agent:
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(i)
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receives
proper written notice from an authorized officer of the Managing
General
Partner that at least the minimum Subscription Proceeds of $2,000,000
have
been received, deposited with the Escrow Agent and accepted by the
Managing General Partner; and
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(ii)
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determines
that Subscription Proceeds for at least $2,000,000 are Distributable
Subscription Proceeds (as defined below);
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the
Escrow Agent shall promptly release and distribute to the Managing General
Partner the Distributable Subscription Proceeds plus any interest paid and
investment income earned on the Subscription Proceeds while held by the Escrow
Agent in the Escrow Account. For purposes of the Agreement, “Distributable
Subscription Proceeds” are Subscription Proceeds which have been deposited in
the Escrow Account (1) by wire transfer; and (2) by check, but in the case
of
checks only at the time that enough time has passed to permit payments to have
returned unpaid by the bank on which the check was drawn.
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(b)
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Following
the distribution under Section 4(a), any remaining Subscription Proceeds,
plus any interest paid and investment income earned on the Subscription
Proceeds while held by the Escrow Agent in the Escrow Account, shall
be
released and distributed to the Managing General Partner by the Escrow
Agent promptly after the Subscription Proceeds become Distributable
Subscription Proceeds after a 1 business day period from the date of
deposit.
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(c)
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Escrow
Agent shall have no duty to make any disbursement, investment or
other use
of Subscription Proceeds until and unless it has good and collected
funds.
In the event that any checks deposited in the Escrow Account are
returned
or prove uncollectible after the funds represented thereby have been
released by the Escrow Agent, then the Managing General Partner shall
promptly reimburse the Escrow Agent for any and all costs incurred
for
such, upon request, and the Escrow Agent shall deliver the returned
checks
to the Managing General Partner. The Escrow Agent shall be under
no duty
or responsibility to enforce collection of any check delivered to
it
hereunder.
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5.
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Separate
Partnership Account.
During the continuation of the offering after the Partnership is
funded
with cleared Subscription Proceeds of at least $2,000,000 and the
Escrow
Agent receives the notice described in Paragraph 4 of this Agreement,
and
before the Offering Termination Date, any additional Subscription
Proceeds
may be deposited by the Dealer-Manager and the Managing General Partner
directly in a separate Partnership account which shall not be subject
to
the terms of this Agreement.
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6.
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Subscriptions of
Pennsylvania Investors. Notwithstanding
any other provision of this Agreement to the
contrary:
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(a)
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The
Escrow Agent shall deposit Subscription Proceeds from Pennsylvania
Investors into a separate fund (“Pennsylvania Escrow Fund”) within the
Escrow Account to be held in escrow pursuant to this Agreement for
up to
120 calendar days after the Subscription Proceeds of the first
Pennsylvania Investor are received by the Escrow Agent. The Pennsylvania
Escrow Fund shall be automatically renewed for additional 120 calendar
day
periods during the term of this Agreement. Funds shall be promptly
released from the Pennsylvania Escrow Fund and distributed to the
Managing
General Partner in the same manner as described in Paragraph 4 with
respect to the Escrow Fund when Escrow Agent receives a Distribution
of
Subscription Proceeds Notice from an authorized officer of the Managing
General Partner that the total of all Subscription Proceeds received
and
accepted by the Managing General Partner, including Subscription
Proceeds
from Pennsylvania Investors and all other Subscription Proceeds (including
the minimum Subscription Proceeds of $2,000,000), total $30,000,000
or
more, and directing the Escrow Agent to make such distributions to
the
Managing General Partner.
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The
parties agree that the Dealer-Manager and the Managing General Partner will
specifically identify subscriptions of Pennsylvania Investors to the Escrow
Agent by written notice(s) which shall be provided to Escrow Agent so that
such
notice is received by Escrow Agent prior to submission to Escrow Agent of
Pennsylvania Subscription Proceeds by way of either wire transfer or check.
Upon
receipt of each such written notice, the Escrow Agent will not commingle those
subscriptions with subscriptions of residents of other states but rather will
hold such Pennsylvania Subscription Proceeds in the Pennsylvania Escrow Fund
in
the Escrow Account. Any interest and investment income earned on such
Pennsylvania Subscription Proceeds shall also be held in the Pennsylvania Escrow
Fund.
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(b)
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If
total Subscription Proceeds, including Subscription Proceeds received
from
Pennsylvania Investors, of at least $30,000,000 have not been received
and
accepted by the Managing General Partner at the end of the first
120 day
escrow period, the Partnership must notify the Pennsylvania Investors
in
writing by certified mail or any other means whereby a receipt of
delivery
is obtained within ten (10) calendar days after the end of the escrow
period that they have a right to have their Subscription Proceeds
returned
to them, together with any interest earned thereon and without deduction
for any fees. If a Pennsylvania Investor requests the return of the
Investor’s Subscription Proceeds within ten (10) calendar days after
receipt of notification, the Managing General Partner must return
the
Pennsylvania Investor’s Subscription Proceeds within 15 days after the
Managing General Partner’s receipt of the Pennsylvania Investor’s request,
and the Managing General Partner will promptly direct the Escrow
Agent in
a signed writing to return the Pennsylvania Investor’s Subscription
Proceeds, plus any interest paid and investment income earned on
the
Pennsylvania Investor’s Subscription Proceeds while held by the Escrow
Agent in the Pennsylvania Escrow Fund, directly to the Pennsylvania
Investor. Upon receipt of such signed, written direction from the
Managing
General Partner, the Escrow Agent shall disburse such amount to the
Investor within three (3) Business Days after the Escrow Agent’s receipt
of such Managing General Partner’s written direction. If the Pennsylvania
Investor does not timely request the return of the Investor’s Subscription
Proceeds, then the Investor’s Subscription Proceeds will continue to be
held in the Pennsylvania Escrow Fund within the Escrow Account for
another
120 day period, as described in 6(a), under the terms and conditions
of
this Agreement and this Paragraph 6 shall again apply to the Pennsylvania
Investor’s Subscription Proceeds.
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7.
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Distributions
to Subscribers.
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(a)
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If
the Partnership is not funded as contemplated because less than the
minimum Subscription Proceeds of $2,000,000 have been received and
accepted by the Managing General Partner by twelve (12:00) p.m. (noon),
local time, Eastern Standard Time on the Offering Termination Date,
or for
any other reason, then the Managing General Partner shall notify
the
Escrow Agent that the minimum Subscription Proceeds of $2,000,000
has not
been met, and the Escrow Agent promptly shall distribute to each
Investor,
for which Escrow Agent has a copy of the subscription agreement,
a refund
check made payable to the Investor in an amount equal to the Subscription
Proceeds of the Investor, plus any interest paid or investment income
earned on the Investor’s Subscription Proceeds while held by the Escrow
Agent in the Escrow Account.
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(b)
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If
a subscription for Units submitted by an Investor is rejected by
the
Managing General Partner for any reason after the Subscription Proceeds
relating to the subscription have been deposited with the Escrow
Agent,
then the Managing General Partner promptly shall notify the Escrow
Agent
in writing of the rejection, and the Escrow Agent shall promptly
distribute to the Investor for which Escrow Agent has a copy of a
Subscription Agreement, a refund check made payable to the Investor
in an
amount equal to the Subscription Proceeds of the Investor, plus any
interest paid or investment income earned on the Investor’s Subscription
Proceeds while held by the Escrow Agent in the Escrow
Account.
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8.
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Compensation
and Expenses of Escrow Agent.
The Managing General Partner shall be solely responsible for and
shall pay
the compensation of the Escrow Agent for its services under this
Agreement, as provided in Appendix II to this Agreement and made
a part of
this Agreement, and the charges, expenses (including any reasonable
attorneys’ fees), and other out-of-pocket expenses incurred by the Escrow
Agent in connection with the administration of the provisions of
this
Agreement. The Escrow Agent shall have no lien on the Subscription
Proceeds deposited in the Escrow Account unless and until the Partnership
is funded with cleared Subscription Proceeds of at least $2,000,000
and
the Escrow Agent receives the proper written notice described in
Paragraph
4 of this Agreement, at which time the Escrow Agent shall have, and
is
granted, a prior lien on any property, cash, or assets held under
this
Agreement, with respect to its unpaid compensation and nonreimbursed
expenses, superior to the interests of any other persons or
entities.
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9.
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Duties
of Escrow Agent.
The Escrow Agent shall not be obligated to accept any notice, make
any
delivery, or take any other action under this Agreement unless the
notice
or request or demand for delivery or other action is in writing and
given
or made by the Managing General Partner or an authorized officer
of the
Managing General Partner. In no event shall the Escrow Agent be obligated
to accept any notice, request, or demand from anyone other than the
Managing General Partner. Upon or before the execution of this Agreement,
the Managing General Partner shall deliver to the Escrow Agent an
authorized signers list in the form of Appendix III to this
Agreement.
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10.
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Limitation
on Liability
of Escrow Agent.
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(a)
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The
Escrow Agent shall not be liable for any action taken or omitted
by it
except to the extent that a court of competent jurisdiction determines
that the Escrow Agent’s gross negligence or willful misconduct was the
primary cause of loss.
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(b)
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IN
NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY,
FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND
WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE
ESCROW
AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
AND
REGARDLESS OF THE FORM OF ACTION.
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(c)
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The
Escrow Agent’s duties and obligations under this Agreement shall be
entirely administrative and not discretionary. The Escrow Agent shall
not
be liable to any party to this Agreement or to any third-party as
a result
of any action or omission taken or made by the Escrow Agent in accordance
with this Agreement. The Escrow Agent is acting solely as escrow
agent
hereunder and owes no duties, covenants or obligations, fiduciary
or
otherwise, to any person by reason of this Escrow Agreement, except
as
otherwise explicitly set forth in this Agreement, and no implied
duties,
covenants or obligations, fiduciary or otherwise, shall be read into
this
Agreement against the Escrow Agent.
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(d)
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Managing
General Partner, Dealer-Manager and Partnership will jointly and
severally
indemnify the Escrow Agent, defend and hold the Escrow Agent harmless,
and
reimburse the Escrow Agent from, against and for, any and all liabilities,
costs, fees and expenses (including reasonable attorney’s fees) the Escrow
Agent may suffer or incur by reason of its execution and performance
of
this Agreement. If any legal questions arise concerning the Escrow
Agent’s
duties and obligations under this Agreement, then the Escrow Agent
may
consult with its counsel and rely without liability on written opinions
given to it by its counsel. The provisions of this paragraph shall
survive
the assignment or termination of this Agreement and the resignation
or
removal of the Escrow Agent.
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(e)
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The
Escrow Agent shall be protected in acting on any written notice,
request,
waiver, consent, authorization, or other paper or document which
the
Escrow Agent, in good faith, believes to be genuine and what it purports
to be.
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(f)
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If
there is any disagreement between any of the parties to this Agreement,
or
between them or any other person, resulting in adverse claims or
demands
being made in connection with this Agreement, or if the Escrow Agent,
in
good faith, is in doubt as to what action it should take under this
Agreement, then the Escrow Agent may, at its option, refuse to comply
with
any claims or demands on it or refuse to take any other action under
this
Agreement, until the Escrow Agent (i) receives a final non-appealable
order of a court of competent jurisdiction or a final non-appealable
arbitration decision directing delivery of the Subscription Proceeds,
(ii)
receives a written agreement executed by each of the parties involved
in
such disagreement or dispute directing delivery of the Subscription
Proceeds, in which event the Escrow Agent shall be authorized to
disburse
the Subscription Proceeds in accordance with such final court order,
arbitration decision, or agreement, or (iii) files an interpleader
action
in any court of competent jurisdiction, and upon the filing thereof,
the
Escrow Agent shall be relieved of all liability as to the Subscription
Proceeds and shall be entitled to recover attorneys’ fees, expenses and
other costs incurred in commencing and maintaining any such interpleader
action. The Escrow Agent shall be entitled to act on any such agreement,
court order, or arbitration decision without further question, inquiry,
or
consent.
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(g)
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No
provision of this Agreement shall require the Escrow Agent to risk
or
advance its own funds or otherwise incur any financial liability
or
potential financial liability in the performance of its duties or
the
exercise of its rights hereunder.
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(h)
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The
parties agree that the Escrow Agent had no role in the preparation
of the
Subscription Agreement, has not reviewed the Subscription Agreement,
and
makes no representations or warranties with respect to the information
contained therein or omitted therefrom. The Escrow Agent has not
reviewed
or approved any agreement or matter of background related to this
Agreement, other than this Agreement
itself.
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11.
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Resignation
or Removal of Escrow Agent.
The Escrow Agent may resign as such after giving thirty days’ prior
written notice to the other parties to this Agreement. Similarly,
the
Escrow Agent may be removed and replaced after receiving thirty days’
prior joint written notice from the other parties to this Agreement.
In
either event, the duties of the Escrow Agent shall terminate thirty
days
after the date of the notice (or as of an earlier date as may be
mutually
agreeable); and the Escrow Agent shall then deliver the balance of
the
Subscription Proceeds (and any interest paid or investment income
earned
thereon while held by the Escrow Agent in the escrow account) in
its
possession to a successor escrow agent appointed by the other parties
to
this Agreement as evidenced by a written notice filed with the Escrow
Agent.
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If
the
other parties to this Agreement are unable to agree on a successor escrow agent
or fail to appoint a successor escrow agent before the expiration of thirty
days
following the date of the notice of the Escrow Agent’s resignation or removal,
then the Escrow Agent may petition any court of competent jurisdiction for
the
appointment of a successor escrow agent or other appropriate relief. Any
resulting appointment shall be binding on all of the parties to this
Agreement.
On
acknowledgment by any successor escrow agent of the receipt of the then
remaining balance of the Subscription Proceeds (and any interest paid or
investment income earned thereon while held by the Escrow Agent in the escrow
account), the Escrow Agent shall be fully released and relieved of all duties,
responsibilities, and obligations under this Agreement.
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12.
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Termination.
This Agreement shall terminate and the Escrow Agent shall have no
further
obligation with respect to this Agreement after the distribution
of all
Subscription Proceeds (and any interest paid or investment income
earned
thereon while held by the Escrow Agent in the Escrow Account) as
contemplated by this Agreement or on the written consent of all the
parties to this Agreement.
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13.
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Notice.
Any notices or instructions to be given under this Agreement shall
be
validly given if set forth in writing and mailed by certified mail,
return
receipt requested, or by facsimile with written confirmation of receipt
(originals to be followed in the mail), or by a nationally recognized
overnight courier, as follows:
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If
to the
Escrow Agent:
Xxxxx
Fargo Bank, N.A.
Four
Gateway Center, Suite 1400
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000
Attention:
Xxxxxx Xxxxxx
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
If
to the
Managing General Partner:
Atlas
Resources, LLC
Westpointe
Corporate Center One
0000
Xxxxxxxxxx Xxxxxxx Xxxx, 0xx
Xxxxx
X.X.
Xxx
000
Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Attention:
Xxxxx X. Black
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
7
If
to
Anthem:
Anthem
Securities, Inc.
Westpointe
Corporate Center One
0000
Xxxxxxxxxx Xxxxxxx Xxxx, 0xx
Xxxxx
X.X.
Xxx
000
Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
Any
party
may designate any other address to which notices and instructions shall be
sent
by notice to all other parties hereto duly given in accordance with this
Agreement.
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Miscellaneous.
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(a)
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This
Agreement shall be governed by and construed in accordance with the
laws
of the Commonwealth of
Pennsylvania.
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(b)
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This
Agreement shall be binding on and shall inure to the benefit of the
undersigned and their respective successors and
assigns.
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(c)
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This
Agreement may be executed in counterparts, each of which shall be
deemed
an original, but all of which shall constitute the same
instrument.
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15.
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Acknowledgements.
The parties hereto acknowledge Escrow Agent has not reviewed and
is not
making any recommendations with respect to the Units offered. During
the
term of this Agreement, the Subscription Proceeds are not subject
to
claims by creditors, by the Partnership, the Partnership’s affiliates, the
Escrow Agent, or by the Selling Agents until the proceeds have been
released to the Partnership pursuant to the terms of this
Agreement.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement to be effective as of the day and
year first above written.
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XXXXX
FARGO BANK, N.A.
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As
Escrow Agent
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By:
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Xxxxxx
Xxxxxx, Vice President
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ATLAS
RESOURCES, LLC
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A
Pennsylvania limited liability company
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By:
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Xxxxx
X. Black, Vice President – Partnership
Administration
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Escrow
Agreement
8
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ANTHEM
SECURITIES, INC.
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A
Pennsylvania corporation
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By:
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Xxxxxx
X. Xxxxxxxx, President
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ATLAS
RESOURCES PUBLIC #18-2008(A) L.P.
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By:
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ATLAS
RESOURCES, LLC
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Managing
General Partner
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By:
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Xxxxx
X. Black, Vice President – Partnership
Administration
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Escrow
Agreement
9
APPENDIX
I TO ESCROW AGREEMENT
Agency
and Custody Account Direction
For
Cash Balances
Xxxxx
Fargo Money Market Deposit Accounts
Direction
to use the following Xxxxx Fargo Money Market Deposit Accounts for Cash Balances
for the escrow account or accounts (the “Account”) established under the Escrow
Agreement to which this Appendix I is attached.
You
are
hereby directed to deposit, as indicated below, or as I shall direct further
in
writing from time to time, all cash in the Account(s) in the following money
market deposit account of Xxxxx Fargo Bank, National Association
(Bank):
Xxxxx
Fargo Money Market Deposit Account (MMDA)
I
understand that amounts on deposit in the MMDA are insured, subject to the
applicable rules and regulations of the Federal Deposit Insurance Corporation
(FDIC), in the basic FDIC insurance up to a total of $250,000. I understand
that
deposits in the MMDA are not secured.
I
acknowledge that I have full power to direct investments of the
Account(s).
I
understand that I may change this direction at any time and that it shall
continue in effect until revoked or modified by me by written notice to
you.
Escrow
Agreement
10
APPENDIX
II TO ESCROW AGREEMENT
Compensation
for Services of Escrow Agent
| REVIEW AND ACCEPTANCE FEE: | $ waived |
For
providing initial review of the Escrow Agreement and all supporting documents
and for initial services associated with establishing the Escrow Account. This
is a one (1) time fee payable upon the opening of the account.
|
Annual
Administrative Fee Payable in Advance
|
$
|
|
|
(or
any portion thereof)
|
||
|
II.
|
Remittance
of checks returned to subscribers
|
|
|
(set
out in section 6 of the governing agreement)
|
||
|
Wire
transfers
|
n/a
|
|
|
IV.
|
Purchase
or Sale of Securities
|
V.
Investments (document limits investment to a checking or savings account, or
certificates of deposit) such products offered by any Xxxxx Fargo Bank, N.A.
retail branch)- fees are subject to the type of account the Managing General
Partner directs the Escrow Agent to open and to be governed by the Escrow
Agreement.
EXTRAORDINARY
SERVICES:
For
any
services other than those covered by the aforementioned, a special per hour
charge will be made commensurate with the character of the service, time
required and responsibility involved. Such services include but are not limited
to excessive administrative time, attendance at closings, specialized reports,
and record keeping, unusual certifications, etc.
Managing
General Partner agrees to report all funds in accordance with appropriate tax
treatment.
FEE
SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT THERETO.
Escrow
Agreement
11
APPENDIX
III TO ESCROW AGREEMENT
CERTIFICATE
AS TO AUTHORIZED SIGNATURES
The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as authorized representatives of Atlas Resources,
LLC
and are authorized to initiate and approve transactions of all types for the
escrow account or accounts established under the Escrow Agreement to which
this
Appendix III is attached, on behalf of Managing General Partner.
|
Name
/ Title
|
Specimen
Signature
|
|||
|
Name
|
Signature
|
|||
|
Title
|
||||
|
Name
|
Signature
|
|||
|
Title
|
||||
|
|
||||
|
Name
|
Signature
|
|||
|
Title
|
||||
|
Name
|
Signature
|
|||
|
Title
|
Escrow
Agreement
12
