Exhibit 3.6
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CONTRIBUTION AND CONVEYANCE AGREEMENT
BY AND AMONG,
ATLAS AMERICA, INC.,
AIC, LLC,
VIKING RESOURCES LLC,
ATLAS PIPELINE HOLDINGS GP, LLC
AND
ATLAS PIPELINE HOLDINGS, L.P.
DATED AS OF JUNE ___, 2006
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONTRIBUTION AND DISTRIBUTION TRANSACTIONS
Section 2.1 Distribution of Interests in MLP GP...........................3
Section 2.2 Contribution of Interests in MLP GP by MLP GP Owners to
Atlas Holdings..............................................3
Section 2.3 Public Cash Contribution......................................3
Section 2.4 Payment of Transaction Expenses by Atlas Holdings.............3
Section 2.5 Issuance of New Certificates..................................3
Section 2.6 Certificate Legends...........................................3
ARTICLE III
ADDITIONAL TRANSACTIONS
Section 3.1 Over-Allotment Option.........................................4
Section 3.2 Redemption of Common Units by Atlas Holdings..................4
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of Atlas America...............4
ARTICLE V
FURTHER ASSURANCES
ARTICLE VI
EFFECTIVE TIME
ARTICLE VII
INDEMNIFICATION
Section 7.1 Indemnification by Atlas America..............................6
Section 7.2 Indemnification by Atlas Holdings.............................6
Section 7.3 Indemnification Procedure.....................................6
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Order of Completion of Transactions...........................8
Section 8.2 Costs.........................................................8
Section 8.3 Headings; References; Interpretation..........................8
Section 8.4 Successors and Assigns........................................8
Section 8.5 No Third Party Rights.........................................8
Section 8.6 Counterparts..................................................8
Section 8.7 Governing Law.................................................9
Section 8.8 Severability..................................................9
Section 8.9 Amendment or Modification.....................................9
Section 8.10 Integration...................................................9
Section 8.11 Deed; Xxxx of Sale; Assignment................................9
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CONTRIBUTION AND CONVEYANCE AGREEMENT
This Contribution and Conveyance Agreement, dated as of June ___, 2006
(this "Contribution Agreement"), is by and among Atlas Pipeline Holdings, L.P.,
a Delaware limited partnership ("Atlas Holdings"), Atlas Pipeline Holdings GP,
LLC, a Delaware limited liability company ("Holdings GP"), Atlas America, Inc.,
a Delaware corporation ("Atlas America"), AIC, LLC, a Delaware limited liability
company ("AIC") and Viking Resources LLC, a Delaware limited liability company
("Viking"). The above-named entities are sometimes referred to in this
Contribution Agreement each as a "Party" and collectively as the "Parties."
Capitalized terms used herein shall have the meanings assigned to such terms in
Section 1.1.
W I T N E S S E T H:
WHEREAS, AIC, Viking and Atlas America (each an "MLP GP Owner" and, the
owners together known as the "MLP GP Owners") currently own a 39.36%, 23.56% and
37.08% interest, respectively, in Atlas Pipeline Partners GP, LLC, a Delaware
limited liability company and the general partner of the MLP ("MLP GP");
WHEREAS, Holdings GP and Atlas America have formed Atlas Holdings
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware
LP Act") for the purpose of facilitating the Offering and, with respect to the
MLP GP Owners, transferring the economic benefits of their existing ownership
interests in the MLP GP to Atlas Holdings in order to promote the long-term
growth opportunities of the Parties;
WHEREAS, in order to accomplish the objectives and purposes in the
preceding recital, each of the following actions has been taken prior to the
date hereof:
1. Atlas America formed Holdings GP under the terms of the
Delaware Limited Liability Company Act (the "Delaware LLC
Act") and contributed $1,000 to Holdings GP in exchange for
all of the member interests in Holdings GP.
2. Holdings GP and Atlas America formed Atlas Holdings under the
terms of the Delaware LP Act and Holdings GP contributed $.01
for a .001% general partner interest and Atlas America
contributed $999.99 to Atlas Holdings in exchange for a
99.999% limited partner interest.
WHEREAS, concurrently with the consummation of the transactions
contemplated hereby, each of the following shall occur:
1. AIC and Viking will distribute their interests in the MLP GP
to Atlas America;
2. Atlas America will then contribute its 100% interest in the
MLP GP to Atlas Holdings in exchange for 17,500,000 units
("Common Units") representing limited partner interests
aggregating an 82.9% limited partner interest in Atlas
Holdings, and the right to receive the net proceeds of the
public offering, in part as a reimbursement of certain capital
expenditures incurred with respect to the MLP GP.
3. In connection with Atlas Holdings' Offering, the public,
through the Underwriters, will contribute $____________ in
cash to Atlas Holdings less the Underwriters' discounts and
commissions of $_____________ (the "Spread") and a structuring
fee of $___________ in exchange for 3,600,000 Common Units
representing a 17.1% limited partner interest in Atlas
Holdings.
4. Atlas Holdings will pay transaction expenses pursuant to the
transactions contemplated by this agreement in the amount of
approximately $______ (exclusive of the Underwriters' Spread
and the structuring fee), and will distribute the balance of
the proceeds from the Offering to Atlas America.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
The terms set forth below in this Article I shall have the meanings
ascribed to them below or in the part of this Contribution Agreement referred to
below:
"Business Day" means any day other than a Saturday, a Sunday or any
other day when banks are not open for business generally in the State of
Delaware.
"Commission" means the U.S. Securities and Exchange Commission.
"Common Units" means the common units of Atlas Holdings, representing
limited partner interests.
"Closing" means the closing of the transactions contemplated pursuant
to the Contribution Agreement.
"Delaware LLC Act" means the Limited Liability Company Act of the State
of Delaware, as amended and any successor to such act.
"Delaware LP Act" means the Delaware Revised Uniform Limited
Partnership Act, as amended and any successor to such act.
"Effective Time" means immediately prior to the closing under the
Underwriting Agreement.
"Offering" means the initial public offering of the Common Units
contemplated by the Registration Statement.
"Person" means an individual, corporation, partnership (limited or
general), limited liability company, trust, joint stock company, Governmental
Authority, unincorporated association or other legal entity.
"Securities Act" means the Securities Act of 1933, as amended.
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"Underwriters" means those of the underwriting syndicate as referenced
in the Underwriting Agreement between Xxxxxx Brothers Inc., as representative of
the Underwriters, Atlas Holdings and Holdings GP, dated as of June __, 2006.
ARTICLE II
CONTRIBUTION AND DISTRIBUTION TRANSACTIONS
SECTION 2.1 DISTRIBUTION OF INTERESTS IN MLP GP. AIC and Viking hereby
distribute, grant, bargain, assign, transfer, set over and deliver to Atlas
America, its successor and assigns, for its and their own use forever, a 39.36%
and 23.56% member interest in the MLP GP, respectively, and Atlas America hereby
accepts such member interest in the MLP GP.
SECTION 2.2 CONTRIBUTION OF INTERESTS IN MLP GP BY ATLAS AMERICA TO
ATLAS HOLDINGS. Atlas America hereby grants, contributes, bargains, assigns,
transfers, sets over and delivers to Atlas Holdings, its successor and assigns,
for its and their own use forever, a 100% member interest in the MLP GP (0.001%
on behalf of Holdings GP) (the "Transferred Assets") in exchange for (a)
17,500,000 units representing limited partner interests with an aggregate 82.9%
interest in Atlas Holdings and (b) the right to receive the net proceeds of the
Offering, in part as a reimbursement of certain capital expenditures made with
respect to MLP GP.
SECTION 2.3 PUBLIC CASH CONTRIBUTION. The Parties acknowledge a capital
contribution by the public through the Underwriters to Atlas Holdings of
$______________ in cash, ($_____________ after the Underwriters' Spread of
$_______________ and payment of the structuring fee of $____________) in
exchange for 3,600,000 Common Units representing a 17.1% interest in Atlas
Holdings.
SECTION 2.4 PAYMENT OF TRANSACTION EXPENSES BY ATLAS HOLDINGS. The
Parties acknowledge (a) the payment by Atlas Holdings, in connection with the
transactions contemplated hereby, of transaction expenses in the amount of
approximately $1,200,000 (exclusive of the Underwriters' Spread and the
structuring fee) and (b) the distribution by Atlas Holdings of its remaining
cash of approximately $_______________ to Atlas America, in part as a
reimbursement of certain capital expenditures incurred with respect to the MLP
GP.
SECTION 2.5 ISSUANCE OF NEW CERTIFICATES. At the Closing, Atlas
Holdings shall issue to Atlas America a certificate or certificates representing
the number of Common Units to be issued to Atlas America pursuant to Section
2.2. Each such certificate shall be registered in the name of the Person or
Persons specified by the recipient thereof to Atlas Holdings in writing at least
two Business Days prior to the Closing.
SECTION 2.6 CERTIFICATE LEGENDS. The certificates evidencing Common
Units delivered pursuant to Section 2.2 shall bear a legend substantially in the
form set forth below and containing such other information as Atlas Holdings may
deem necessary or appropriate:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR
PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF
COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS LIMITED
PARTNERSHIP, IS AVAILABLE.
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ARTICLE III
ADDITIONAL TRANSACTIONS
SECTION 3.1 OVER-ALLOTMENT OPTION. The Parties acknowledge that in the
event the option to purchase additional Common Units is exercised in whole or in
part by the Underwriters (the "Option"), the public, through the Underwriters,
will contribute additional cash to Atlas Holdings in exchange for up to an
additional 540,000 Common Units.
SECTION 3.2 REDEMPTION OF COMMON UNITS BY ATLAS HOLDINGS. The Parties
acknowledge, in the event that the Option is exercised in whole or in part by
the Underwriters, Atlas Holdings will use the net proceeds from the issuance of
such additional Common Units to redeem a number of Common Units from Atlas
America equal to the number of Common Units issued pursuant to the exercise of
the Option at a redemption price equal to the same net price received by Atlas
Holdings from the Underwriters.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF ATLAS AMERICA. Atlas
America hereby represents and warrants to Atlas Holdings as follows as of the
date of this Contribution Agreement:
(a) Atlas America has been duly incorporated and is
validly existing in good standing under the laws of the State of
Delaware, with all corporate power and authority necessary to own or
hold its properties and conduct the businesses in which it is engaged
and, to execute and deliver this Contribution Agreement and to
consummate the transactions contemplated hereby.
(b) As of the date of this Contribution Agreement,
following the consummation of the transaction described in Section 2.1,
Atlas America owns 100% of the issued and outstanding member interests
in the MLP GP; such member interests have been duly authorized and
validly issued in accordance with the limited liability company
agreement of the MLP GP, as amended and/or restated on or prior to the
date on which the Offering is consummated (the "Closing Date") or any
settlement date, and Atlas America owns such member interests free and
clear of all liens, encumbrances, security interests, equities, charges
or claims.
(c) All corporate action required to be taken by Atlas
America or any of its securityholders for the authorization, execution
and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement has been validly taken.
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(d) None of the (i) the execution, delivery and
performance of this Agreement by Atlas America, or (ii) consummation of
the transactions contemplated hereby (A) conflicts or will conflict
with or constitutes or will constitute a violation of its certificate
of incorporation or bylaws, (B) conflicts or will conflict with or
constitutes or will constitute a breach or violation of, or a default
(or an event that, with notice or lapse of time or both, would
constitute such a default) under, any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which
Atlas America is a party or by which Atlas America or any of its
properties may be bound, (C) violates or will violate any statute, law
or regulation or any order, judgment, decree or injunction of any
Governmental Authority or body having jurisdiction over Atlas America,
or any of its properties or assets, or (D) results or will result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of Atlas America, which conflicts, breaches,
violations, defaults or liens, in the case of clauses (B) or (D),
would, individually or in the aggregate, have a material adverse effect
on (i) the transactions contemplated by this Agreement or (ii) the
ownership and use by Atlas Holdings of the Transferred Assets at or
after the Effective Time (a "Material Adverse Effect"). "Governmental
Authority" means (i) the United States of America, (ii) any state,
province, county, municipality or other governmental subdivision within
the United States of America, and (iii) any court or any governmental
department, commission, board, bureau, agency or other instrumentality
of the United States of America, or of any state, province, county,
municipality or other governmental subdivision within the United States
of America.
(e) No permit, consent, approval, authorization, order,
registration, filing or qualification (a "consent") of or with any
Governmental Authority or body having jurisdiction over Atlas America
or any of its properties is required in connection with (i) the
execution, delivery and performance of this Agreement by Atlas America,
or (ii) the consummation by Atlas America of the transactions
contemplated by this Agreement, except for such consents that have been
obtained.
ARTICLE V
FURTHER ASSURANCES
From time to time after the Effective Time, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such
additional deeds, assignments, bills of sale, conveyances, instruments, notices,
releases, acquittances and other documents, and will do all such other acts and
things, all in accordance with applicable law, as may be necessary or
appropriate (a) more fully to assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges
granted by this Contribution Agreement, or which are intended to be so granted,
or (b) more fully and effectively to vest in the applicable Parties and their
respective successors and assigns beneficial and record title to the interests
contributed and assigned by this Contribution Agreement or intended so to be and
to more fully and effectively carry out the purposes and intent of this
Contribution Agreement.
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ARTICLE VI
EFFECTIVE TIME
Notwithstanding anything contained in this Contribution Agreement to
the contrary, none of the provisions of Article II or Article III of this
Contribution Agreement shall be operative or have any effect until the Effective
Time, at which time all the provisions of Article II and Article III of this
Contribution Agreement shall be effective and operative in accordance with
Article VIII, without further action by any party hereto.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1 INDEMNIFICATION BY ATLAS AMERICA. Subject to the other
provisions of this Article VII, Atlas America shall indemnify, defend and hold
harmless Atlas Holdings from and against any losses, damages, liabilities,
claims, demands, causes of action, judgments, settlements, fines, penalties,
costs and expenses (including, without limitation, court costs and reasonable
attorney's fees and expert fees) of any and every kind and character ("Losses"),
insofar as such Losses arise out of or are based upon:
(a) the failure of Atlas America to be the owner of the
Transferred Assets as is necessary for Atlas Holdings to continue to
own the Transferred Assets and to derive the benefits therefrom in
accordance with the terms of such equity interests;
(b) the failure of Atlas America to have at the Effective
Time on the Closing Date any consent or approval of a Governmental
Authority necessary to allow transfer by Atlas America of the
Transferred Assets; and
(c) all federal, state and local income tax liabilities
attributable to the Transferred Assets allocable prior to the Effective
Time on the Closing Date, including any such income tax liabilities of
Atlas America that may result from the consummation of the transactions
contemplated by this Contribution Agreement.
SECTION 7.2 INDEMNIFICATION BY ATLAS HOLDINGS. Atlas Holdings shall
indemnify, defend and hold harmless Atlas America from and against all Losses
suffered or incurred by Atlas America arising out of or relating to the
Transferred Assets, except with respect to matters for which Atlas Holdings is
entitled to indemnification therefor under Section 7.1
SECTION 7.3 INDEMNIFICATION PROCEDURE.
(a) As used in this Section 7.3, the term "Indemnifying
Party" refers to Atlas America, in the case of any indemnification
obligation arising under Section 7.1, and to Atlas Holdings, in the
case of any indemnification obligation arising under Section 7.2; and
the term "Indemnified Party" refers to Atlas Holdings, in the case of
any indemnification obligation arising under Section 7.1, and to Atlas
America, in the case of any indemnification obligation arising under
Section 7.2.
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(b) The Indemnified Party agrees that within a reasonable
period of time after it becomes aware of facts giving rise to a claim
for indemnification under this Article VII, it will provide notice
thereof in writing to the Indemnifying Party, specifying the nature of
and specific basis for such claim.
(c) The Indemnifying Party shall have the right to
control, at its sole cost and expense, all aspects of the defense of
(and any counterclaims with respect to) any claims brought against the
Indemnified Party that are covered by the indemnification under this
Article VII, including, without limitation, the selection of counsel,
determination of whether to appeal any decision of any Governmental
Authority and the settling of any such matter or any issues relating
thereto; provided, however, that no such settlement shall be entered
into without the consent of the Indemnified Party (which consent shall
not be unreasonably withheld) unless it includes a full release of the
Indemnified Party from such matter or issues, as the case may be.
(d) The Indemnified Party agrees to cooperate fully with
the Indemnifying Party, with respect to (i) its pursuit of insurance
coverage or recoveries with respect to the claims covered by the
indemnification under this Article VII and (ii) all aspects of the
defense of any claims covered by the indemnification under this Article
VII, including, without limitation, the prompt furnishing to the
Indemnifying Party of any correspondence or other notice relating
thereto that the Indemnified Party may receive, permitting the name of
the Indemnified Party to be utilized in connection with such defense,
the making available to the Indemnifying Party of any files, records or
other information of the Indemnified Party that the Indemnifying Party
considers relevant to such defense and the making available to the
Indemnifying Party of any employees of the Indemnified Party; provided,
however, that in connection therewith the Indemnifying Party agrees to
use reasonable efforts to minimize the impact thereof on the operations
of the Indemnified Party and further agrees to maintain the
confidentiality of all files, records, and other information furnished
by the Indemnified Party pursuant to this Section 7.3. In no event
shall the obligation of the Indemnified Party to cooperate with the
Indemnifying Party as set forth in the immediately preceding sentence
be construed as imposing upon the Indemnified Party an obligation to
hire and pay for counsel in connection with the defense of any claims
covered by the indemnification set forth in this Article VII provided,
however, that the Indemnified Party may, at its own option, cost and
expense, hire and pay for counsel in connection with any such defense.
The Indemnifying Party agrees to keep any such counsel hired by the
Indemnified Party informed as to the status of any such defense, but
the Indemnifying Party shall have the right to retain sole control over
such defense.
(e) In determining the amount of any Loss for which the
Indemnified Party is entitled to indemnification under this Agreement,
the gross amount of the indemnification will be reduced by (i) any
insurance proceeds realized or to be realized by the Indemnified Party,
and such correlative insurance benefit shall be net of any incremental
insurance premium that becomes due and payable by the Indemnified Party
as a result of such claim and (ii) all amounts recovered or recoverable
by the Indemnified Party under contractual indemnities from third
persons (together, the "Collateral Sources"). Each Indemnified Party
agrees to use its good faith, reasonable best efforts at all times to
seek recovery from Collateral Sources. If payment is not received by
the Indemnified Party from Collateral Sources within 365 days after the
commencement of the Indemnified Party's good faith, reasonable best
efforts to obtain such payment, then the Indemnified Party shall be
entitled to seek indemnification from the Indemnifying Party; provided,
the Indemnified Party shall be entitled to seek indemnification
hereunder at any time (i) to the extent any Loss is not reasonably
likely after due investigation to be covered by a Collateral Source
(whether due to a deductible, cap or otherwise) and (ii) if a
Collateral Source is not reasonably expected after due investigation to
have sufficient available net assets to cover such Losses. If, after
any advance or payment by an Indemnifying Party hereunder, the
Indemnified Party recovers any amounts from Collateral Sources with
respect to the claim for which an Indemnifying Party has made payment,
the Indemnified Party agrees to promptly refund and repay such amounts
to the Indemnified Party.
(f) The date on which written notification of a claim for
indemnification is received by the Indemnifying Party shall determine
whether such claim is timely made within the limitations specified in
Section 7.1. No claim for indemnification pursuant to Section 7.1(a)
shall be brought or made unless, prior to thirty (30) days after the
actual knowledge by the Indemnified Party of the Losses set forth in
Section 7.1(a), the Indemnified Party shall have delivered to the
Indemnifying Party a good faith written notice to the effect that the
Indemnified Party has incurred Losses entitled to be indemnified
against under Section 7.1(a), which notice specifies in reasonable
detail the amount of such Losses and the nature and basis of such
claim.
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 ORDER OF COMPLETION OF TRANSACTIONS. The transactions
provided for in Article II and Article III of this Contribution Agreement shall
be completed immediately following the Effective Time in the following order:
first, the transactions provided for in Article II shall be completed in the
order set forth therein; and second, following the completion of the
transactions as provided in Article II, the transactions, if they occur,
provided for in Article III shall be completed.
SECTION 8.2 COSTS. Atlas Holdings shall pay all expenses, fees and
costs, including but not limited to, all sales, use and similar taxes arising
out of the contributions, conveyances and deliveries to be made hereunder and
shall pay all documentary, filing, recording, transfer, deed, and conveyance
taxes and fees required in connection therewith. In addition, Atlas Holdings
shall be responsible for all costs, liabilities and expenses (including court
costs and reasonable attorneys' fees) incurred in connection with the
implementation of any conveyance or delivery pursuant to Article VI.
SECTION 8.3 HEADINGS; REFERENCES; INTERPRETATION. All Article and
Section headings in this Contribution Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of any of
the provisions hereof. The words "hereof," "herein" and "hereunder" and words of
similar import, when used in this Contribution Agreement, shall refer to this
Contribution Agreement as a whole, including, without limitation, all Schedules
and Exhibits attached hereto, and not to any particular provision of this
Contribution Agreement. All personal pronouns used in this Contribution
Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders, and the singular shall include the plural and vice
versa. The use herein of the word "including" following any general statement,
term or matter shall not be construed to limit such statement, term or matter to
the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as "without
limitation", "but not limited to", or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter.
SECTION 8.4 SUCCESSORS AND ASSIGNS. The Contribution Agreement shall be
binding upon and inure to the benefit of the Parties and their respective
successors and assigns.
SECTION 8.5 NO THIRD PARTY RIGHTS. The provisions of this Contribution
Agreement are intended to bind the Parties as to each other and are not intended
to and do not create rights in any other person or confer upon any other person
any benefits, rights or remedies and no person is or is intended to be a third
party beneficiary of any of the provisions of this Contribution Agreement.
SECTION 8.6 COUNTERPARTS. This Contribution Agreement may be executed
in any number of counterparts, all of which together shall constitute one
agreement binding on the parties hereto.
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SECTION 8.7 GOVERNING LAW. This Contribution Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts made and to be performed wholly within such state
without giving effect to conflict of law principles thereof.
SECTION 8.8 SEVERABILITY. If any of the provisions of this Contribution
Agreement are held by any court of competent jurisdiction to contravene, or to
be invalid under, the laws of any political body having jurisdiction over the
subject matter hereof, such contravention or invalidity shall not invalidate the
entire Contribution Agreement. Instead, this Contribution Agreement shall be
construed as if it did not contain the particular provision or provisions held
to be invalid and an equitable adjustment shall be made and necessary provision
added so as to give effect to the intention of the Parties as expressed in this
Contribution Agreement at the time of execution of this Contribution Agreement.
SECTION 8.9 AMENDMENT OR MODIFICATION. This Contribution Agreement may
be amended or modified from time to time only by the written agreement of all
the Parties. Each such instrument shall be reduced to writing and shall be
designated on its face as an Amendment to this Contribution Agreement.
SECTION 8.10 INTEGRATION. This Contribution Agreement and the
instruments referenced herein supersede all previous understandings or
agreements among the Parties, whether oral or written, with respect to their
subject matter. This document and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and
thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this
Contribution Agreement unless it is contained in a written amendment hereto
executed by the parties hereto after the date of this Contribution Agreement.
SECTION 8.11 DEED; XXXX OF SALE; ASSIGNMENT. To the extent required and
permitted by applicable law, this Contribution Agreement shall also constitute a
"deed," "xxxx of sale" or "assignment" of the assets and interests referenced
herein.
[signature pages follow]
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IN WITNESS WHEREOF, the parties to this Contribution Agreement have
caused it to be duly executed as of the date first above written.
ATLAS AMERICA, INC.
By:
--------------------------------
Name:
Title:
AIC, LLC
By:
--------------------------------
Name:
Title:
VIKING RESOURCES LLC
By:
--------------------------------
Name:
Title:
ATLAS PIPELINE HOLDINGS GP, LLC
By: Atlas America
its sole member
By:
--------------------------------
Name:
Title:
ATLAS PIPELINE HOLDINGS, L.P.
By: Atlas Pipeline Holdings GP, LLC
its general partner
By: Atlas America
its sole member
By:
--------------------------------
Name:
Title:
