ATLAS RESOURCES PUBLIC #17-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P. • Pennsylvania
The undersigned, Atlas Resources, Inc., which is referred to as the “Managing General Partner,” on behalf of Atlas Resources Public #17-2007 Program, which is referred to as the “Program,” is a series of up to three 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:
ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #17-2008(B) L.P.Escrow Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P. • 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 #17-2008(B) L.P., a Delaware limited partnership (the “Partnership”) and National City Bank of Cleveland, Ohio, as escrow agent (the “Escrow Agent”).
FIRST AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GASBase Contract for Sale and Purchase of Natural Gas • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
DRILLING AND OPERATING AGREEMENT DATED SEPTEMBER 15, 2004 BY AND BETWEEN ATLAS AMERICA, INC. AND KNOX ENERGY, LLCDrilling and Operating Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
AMENDMENT AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, INC., VIKING RESOURCES CORPORATION, ATLAS NOBLE CORP., AND ATLAS RESOURCES, INC. TO THE MASTER NATURAL GAS GATHERING...Master Natural Gas Gathering Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
SECOND AMENDMENT TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GASBase Contract for Sale and Purchase of Natural Gas • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
GUARANTY DATED JUNE 1, 2004 BETWEEN UGI CORPORATION AND VIKING RESOURCES CORP.Guaranty • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
OMNIBUS AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATION, AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., AND ATLAS PIPELINE PARTNERS, L.P.Omnibus Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
NATURAL GAS GATHERING AGREEMENT DATED JANUARY 1, 2002 AMONG ATLAS PIPELINE PARTNERS, L.P., AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. AND ATLAS RESOURCES, INC., AND ATLAS ENERGY GROUP, INC. AND ATLAS NOBLE CORPORATION, AND RESOURCE ENERGY INC.,...Natural Gas Gathering Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
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 • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
THIRD AMENDMENT DATED JANUARY 5, 2007 TO BASE GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Base Gas Purchase Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
GUARANTY DATED JANUARY 1, 2005 BETWEEN UGI CORPORATION AND VIKING RESOURCES CORP.Guaranty • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS AMERICA, INC., ATLAS ENERGY RESOURCES, LLC, AND ATLAS ENERGY OPERATING COMPANY, LLCContribution, Conveyance and Assumption Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
GUARANTY AS OF DECEMBER 7, 2004 BETWEEN FIRSTENERGY CORP. AND ATLAS RESOURCES, INC.Guaranty • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
MASTER NATURAL GAS GATHERING AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATIONMaster Natural Gas Gathering Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
GUARANTY DATED AUGUST 12, 2003 BETWEEN FIRST ENERGY CORP. AND ATLAS RESOURCES, INC. TO GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Guaranty • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
SECOND AMENDMENT DATED JULY 16, 2003 TO BASE GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Base Gas Purchase Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Gas Purchase Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS DATED NOVEMBER 13, 2002 BETWEEN UGI ENERGY SERVICES, INC. AND VIKING RESOURCES CORP.Base Contract for Sale and Purchase of Natural Gas • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
MANAGEMENT AGREEMENT DATED DECEMBER 18, 2006 AMONG ATLAS ENERGY RESOURCES, LLC, ATLAS ENERGY OPERATING COMPANY, LLC, AND ATLAS ENERGY MANAGEMENT, INC.Management Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
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...Gas Gathering Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
CONTINUING GUARANTY AGREEMENT DATED DECEMBER 18, 2006 BY ATLAS ENERGY RESOURCES, LLC IN FAVOR OF WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE LENDERSContinuing Guaranty Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
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 • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
FIRST AMENDMENT DATED FEBRUARY 1, 2001 TO BASE GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC.Base Gas Purchase Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
OPERATING AGREEMENT OF ATLAS RESOURCES, LLCOperating Agreement • June 27th, 2007 • Atlas Resources Public #17-2007 (A) L.P.
