MANAGEMENT AGREEMENTManagement Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
THIS MANAGEMENT AGREEMENT is made and entered into as of , 2006 by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Operating Company” and, collectively with Atlas Energy, the “Company”), and Atlas Energy Management, Inc., a Delaware corporation (together with its permitted assignees, the “Manager”).
OMNIBUS AGREEMENTOmnibus Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
THIS OMNIBUS AGREEMENT (this “Omnibus Agreement”) is entered into on, and effective as of , 2006, by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas America, Inc., a Delaware corporation (“Atlas America”).
AMENDMENT AND JOINDER TO OMNIBUS AGREEMENTOmnibus Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
THIS AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT (this “Amendment”) is made as of , 2006, among Atlas Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (collectively, the “MLP”), 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 Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
This Contribution and Assumption Agreement, dated as of , 2006 (this “Contribution Agreement”), is by and among Atlas America, Inc., a Delaware corporation (“Atlas America”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.”
REVOLVING CREDIT AGREEMENT Dated as of December [__], 2006 Among ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower AIC, LLC, ATLAS AMERICA, LLC, ATLAS ENERGY OHIO, LLC, ATLAS ENERGY RESOURCES, LLC, ATLAS NOBLE, LLC, ATLAS RESOURCES, LLC, REI-NY, LLC,...Revolving Credit Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Texas
THIS REVOLVING CREDIT AGREEMENT dated as of December [__], 2006, among ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”); AIC, LLC, a Delaware limited liability company (“AIC”); ATLAS AMERICA, LLC, a Pennsylvania limited liability company (“Atlas PA”); ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (“AER”); ATLAS ENERGY OHIO, LLC, an Ohio limited liability company (“Atlas Ohio”); ATLAS NOBLE, LLC, a Delaware limited liability company (“Atlas Noble”); ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (“Atlas Resources”); REI-NY, LLC, a Delaware limited liability company (“REI”); RESOURCE ENERGY, LLC, a Delaware limited liability company (“Resource Energy”); RESOURCE WELL SERVICES, LLC, a Delaware limited liability company (“RWS”); and VIKING RESOURCES LLC, a Pennsylvania limited liability company (“Viking”) (AIC, Atlas PA, AER, Atlas Ohio, Atlas Noble, Atlas Resources, REI, Resource Energy, RWS, and Viking collecti
GAS PURCHASE AGREEMENTGas Purchase Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
This Agreement made and entered into as of this 31st day of March, 1999, by and between Northeast Ohio Gas Marketing, Inc., an Ohio corporation (“Buyer”) of P. O. Box 430, Lancaster, Ohio 43130-0430 and Atlas Energy Group, Inc., an Ohio corporation, Atlas Resources, Inc., a Pennsylvania corporation and Resource Energy, Inc., a Delaware corporation (collectively “Seller” of 311 Rouser Road, P.O. Box 611, Coraopolis, Pennsylvania 15108.
AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS2002 Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
THIS AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS (this “Amendment”) is made as of , 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 Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”).
SERVICES AGREEMENTServices Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • Delaware
The undersigned, , which is referred to as the “Managing General Partner,” on behalf of , which is referred to as the “Partnership,” is an offering of up to investor general partner interests and limited partner interests, which are referred to as “Units,” in the Partnership. The Managing General Partner on behalf of the Partnership hereby confirms its agreement with you, as Dealer-Manager, as follows:
SECOND AMENDMENT TO BASE GAS PURCHASE AGREEMENT Dated July 16, 2003 Between FirstEnergy Solutions Corp. and Atlas Energy Group, Inc., Atlas Resources, Inc. and Resource Energy, Inc. The criteria for the Amendment are as follows:Base Gas Purchase Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
WHEREAS, Atlas Energy Group, Inc., Atlas Resources, Inc. and Resource Energy, Inc. (Seller) and FirstEnergy Solutions Corp. (Buyer) have entered into a Gas Purchase Agreement dated March 31, 1999 (Agreement), and whereas the parties desire to implement certain amendments to the Base Agreement as set forth herein;
AMENDMENT TO GAS PURCHASE AGREEMENTGas Purchase Agreement • November 21st, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas
THIS AMENDMENT, dated as of February 1, 2001, by and between Atlas Resources, Inc., a Pennsylvania corporation, Atlas Energy Group, Inc., an Ohio corporation, and Resource Energy, Inc., a Delaware corporation (hereinafter collectively referred to as “Seller”), and FirstEnergy Services Corp., an assign of Northeast Ohio Gas Marketing, Inc. (“Buyer”).
