FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS RESOURCE PARTNERS GP, LLCLimited Liability Company Agreement • December 30th, 2011 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Atlas Resource Partners GP, LLC (the “Company”), dated as of [—], 2011, is adopted, executed and agreed to by Atlas Energy, L.P., a Delaware limited partnership (“Atlas Energy”), as the sole member of the Company as of the date hereof.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among ATLAS RESOURCE PARTNERS, L.P., ATLAS RESOURCE PARTNERS GP, LLC, ATLAS ENERGY, L.P., and ATLAS ENERGY GP, LLC Dated as of [—], 2012Separation and Distribution Agreement • December 30th, 2011 • Atlas Resource Partners, L.P. • Drilling oil & gas wells
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 2012, is by and among Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), Atlas Resource Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Atlas Energy, L.P., a Delaware limited partnership (“Atlas Energy”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Atlas Energy (“Atlas Energy GP”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
