FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P.Atlas Pipeline Holdings, L.P. • November 12th, 2010 • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P., effective as of [—], 2011, is entered into by and among Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, as the General Partner and as lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
PURCHASE AND SALE AGREEMENT by and among ATLAS PIPELINE PARTNERS, L.P., APL LAUREL MOUNTAIN, LLC, ATLAS ENERGY, INC. and ATLAS ENERGY RESOURCES, LLC Dated as of November 8, 2010Purchase and Sale Agreement • November 12th, 2010 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 8, 2010, is by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (“APL”), APL Laurel Mountain, LLC, a Delaware limited liability company (“APL Sub”), Atlas Energy, Inc., a Delaware corporation (“Atlas”), and Atlas Energy Resources, LLC, a Delaware limited liability company (“ATN”). APL, APL Sub, Atlas and ATN are referred to individually as a “Party” and collectively, as the “Parties.”
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS PIPELINE HOLDINGS GP, LLCLimited Liability Company Agreement • November 12th, 2010 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE HOLDINGS GP, LLC (the “Company”), effective as of [—], 2011, is entered into by Atlas Pipeline Holdings, L.P., a Delaware limited partnership, as sole member of the Company (“AHD”).
TRANSACTION AGREEMENT by and among ATLAS ENERGY, INC., ATLAS ENERGY RESOURCES, LLC, ATLAS PIPELINE HOLDINGS, L.P. and ATLAS PIPELINE HOLDINGS GP, LLC Dated as of November 8, 2010Transaction Agreement • November 12th, 2010 • Atlas Pipeline Holdings, L.P. • Natural gas transmission • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 8, 2010, is by and among Atlas Energy, Inc., a Delaware corporation (“Atlas”), Atlas Energy Resources, LLC, a Delaware limited liability company (“ATN”), Atlas Pipeline Holdings, L.P., a Delaware limited partnership (“AHD”), and Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company and the general partner of AHD (“AHD GP”). Atlas, ATN, AHD and AHD GP are referred to individually as a “Party” and collectively, as the “Parties.”
Atlas Pipeline Holdings, L.P.Atlas Pipeline Holdings, L.P. • November 12th, 2010 • Natural gas transmission • Delaware
In connection with the Purchase and Sale Agreement (capitalized terms used but not defined herein shall have the meaning ascribed to them therein), dated as of November 8, 2010, by and among Atlas Pipeline Partners, L.P. (“APL”), APL Laurel Mountain, LLC, Atlas Energy, Inc. (“Atlas”), and Atlas Energy Resources, LLC, the parties hereto hereby agree as follows.
