OMNIBUS AGREEMENTOmnibus Agreement • September 1st, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date, by and among Atlas Pipeline Holdings, L.P. (“Holdings”), a Delaware limited partnership, Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company (the “Holdings GP”), and Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “MLP”).
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 July 26, 2006Contribution and Conveyance Agreement • September 1st, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • Delaware
This Contribution and Conveyance Agreement, dated as of July 26, 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P.Atlas Pipeline Holdings, L.P. • September 1st, 2006 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P. dated as of July 26, 2006 is entered into by and among Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REVOLVING CREDIT AGREEMENT Dated as of July 26, 2006 among ATLAS PIPELINE HOLDINGS, L.P., as Borrower ATLAS PIPELINE PARTNERS GP, LLC, as Guarantor WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank and THE LENDERS SIGNATORY...Credit Agreement • September 1st, 2006 • Atlas Pipeline Holdings, L.P. • Crude petroleum & natural gas • New York
THIS REVOLVING CREDIT AGREEMENT dated as of July 26, 2006, among ATLAS PIPELINE HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”); ATLAS PIPELINE PARTNERS GP, LLC, a Delaware limited liability company (“APL General Partner”; the Borrower and the APL General Partner are collectively referred to herein as the “Initial Obligors”); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a “Lender,” and collectively, the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, together with its successors in such capacity, the “Issuing Bank”); and WACHOVIA CAPITAL MARKETS, LLC, as sole lead arranger (in such capacity, together with its successors in such capacity, the “S
