Form of Contribution And Assumption Agreement

Exhibit 10.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

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 ."

W I T N E S S E T H:

WHEREAS , Atlas America currently wholly owns the subsidiaries listed on Schedule 1 hereto (collectively, the " Subsidiaries" ) and the assets described on Schedule 2 hereto (collectively, the " Assets" ) representing Atlas America' s natural gas and oil exploration, development, operation, maintenance and production business (the " Business" );

WHEREAS , Atlas America has formed Atlas Energy pursuant to the Delaware LLC Act for the purpose of acquiring, owning and operating the Business;

WHEREAS , in order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof:

1. Atlas Resources, Inc., a Pennsylvania corporation, merged with and into Atlas Resources, LLC, a Pennsylvania limited liability company; 2. Atlas Energy Corporation, an Ohio corporation, merged with and into Atlas Energy Ohio, LLC, an Ohio limited liability company; 3. Viking Resources Corporation, a Pennsylvania corporation, merged with and into Viking Resources, LLC, a Pennsylvania limited liability company; 4. REI-NY, Inc., a Delaware corporation, was converted into REI-NY, LLC, a Delaware limited liability company; 5. Resource Well Services, Inc., a Delaware corporation, was converted into Resource Well Services, LLC, a Delaware limited liability company; 6. AIC, Inc., a Delaware corporation, was converted into AIC, LLC, a Delaware limited liability company; 7. Resource Energy, Inc., a Delaware corporation, was converted into and Resource Energy, LLC, a Delaware limited liability company; 8. Atlas Noble Corp., a Delaware corporation, was converted into Atlas Noble, LLC, a Delaware limited liability company; and 9. Atlas America, Inc., a Pennsylvania corporation, merged with and into Atlas America, LLC, a Pennsylvania limited liability company;

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WHEREAS , Atlas America and certain of the Subsidiaries are parties to the Gathering Agreement (as defined in Article I) and Atlas America has agreed to assume certain obligations of those Subsidiaries thereunder;

WHEREAS , concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur:

1. Atlas America will contribute the Assets and its 100% interest in each of the Subsidiaries (the " Equity Interests" ) to Energy Operating in exchange for (a) common units (" Common Units" ) representing a % member interest in Atlas Energy, (b) Class A units (the " Class A Units" ), representing a % member interest in Atlas Energy, (c) the management incentive interests (the " Management Incentive Interests" ), and (d) the right to receive $ , in part as a reimbursement of certain capital expenditures incurred with respect to the Assets and Subsidiaries. 2. Atlas America will transfer to Atlas Energy Management, Inc., a Delaware corporation (" Atlas Management" ), all of the Class A Units and the Management Incentive Interests.

3. In connection with the Offering, the public, through the Underwriters, will contribute $ in cash to Atlas Energy less the Underwriters' discounts and commissions of $ (the " Spread" ) and a structuring fee of $ in exchange for Common Units, representing a % member interest in Atlas Energy.

4. Atlas Energy will pay transaction expenses pursuant to the transactions contemplated by this Contribution Agreement in the amount of approximately $ (exclusive of the Spread and the structuring fee), retain $ and distribute the balance of the proceeds from the Offering to Atlas America. WHEREAS , to the extent the Underwriters exercise their over-allotment option to purchase up to Common Units, the Company will use the net proceeds to redeem Common Units from Atlas America; NOW , THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them below:

" APL" means Atlas Pipeline Partners, L.P., a Delaware limited partnership.


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" Atlas America Entities" means Atlas America and any Person controlled, directly or indirectly, by Atlas America, other than Atlas Energy, Energy Operating and any subsidiary of any such Person.

" Atlas Energy Group" means Atlas Energy, Energy Operating and any subsidiary of any such Person, treated as a single consolidated entity.

" Authority" means (i) the United States of America, (ii) any state, province, county, municipality or other governmental subdivision within the United States of America, (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America, or of any state, province, county, municipality or other governmental subdivision within the United States of America and (iv) the National Association of Securities Dealers. " Business Day" means any day other than a Saturday, a Sunday or any other day when banks are not open for business generally in the State of Delaware.

" Closing" means the closing of the transactions contemplated pursuant to this Contribution Agreement. " Closing Date" means the date of Closing.

" Delaware LLC Act" means the Limited Liability Company Act of the State of Delaware, as amended and any successor to such act.

" Gathering Agreement" means the Master Natural Gas Gathering Agreement dated as of February 2, 2000 among Atlas America, Resource Energy, LLC (formerly Resource Energy, Inc.), Viking Resources, LLC (formerly Viking Resources Corporation) and APL, as amended from time to time.

" Investment Program" means a Person principally engaged in the drilling of natural gas and oil wells for which Atlas America or any of the Subsidiaries or any of their subsidiaries acts as a general partner, managing partner or manager and the securities of which have been offered and sold to investors. " Offering" means the initial public offering of the Common Units contemplated by the Registration Statement. " Operating Agreement" means the Amended and Restated Operating Agreement of Atlas Energy dated of even date herewith by and among Atlas America, Inc. and the members party thereto, as amended from time to time.

" Person" means an individual, corporation, partnership (limited or general), limited liability company, trust, joint stock company, unincorporated association or other legal entity.

" Registration Statement" means the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission by Atlas Energy (File No. 333-136094).


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" Toxic Tort" means a claim or cause of action arising from personal injury or property damage incurred by the plaintiff that is alleged to have been caused by exposure to, or contamination by, Hazardous Substances that have been released into the environment by or as a result of the actions or omissions of the defendant. " Underwriters" means those of the underwriting syndicate as referenced in the Underwriting Agreement between UBS Securities LLC, as representative of the Underwriters, and Atlas Energy, dated as of , 2006.

ARTICLE II CONTRIBUTION AND DISTRIBUTION TRANSACTIONS

Section 2.1 Contribution by Atlas America to Energy Operating .

(a) Contribution . Atlas America hereby grants, contributes, conveys, bargains, assigns, transfers, sets over and delivers to Energy Operating, its successors and assigns, for its and their own use forever, all right, title and interest of Atlas America in and to all of the Assets and all of the Equity Interests (together with the Assets, the " Transferred Assets" ), subject to all matters contained in the instruments of conveyance covering the Transferred Assets to evidence such contribution and conveyance and to encumbrances that do not materially adversely affect the value of the Transferred Assets or the ability of the Atlas Energy Group to own and operate the Transferred Assets in substantially the same manner as they were operated immediately prior to the Closing Date, in exchange for (i) Common Units, (ii) Class A Units, (iii) the Management Incentive Interests and (iv) the right to receive $ , in part as a reimbursement of certain capital expenditures made with respect to the Transferred Assets.

TO HAVE AND TO HOLD all of such right, title and interest in the Transferred Assets unto Energy Operating, its successors and assigned, together with all and singular rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement, and in such instruments of conveyance forever.

(b) Assumed Liabilities . Subject to Section 2.1(c), Energy Operating hereby irrevocably and absolutely assumes, agrees to perform, and when due, pay and discharge, only the obligations and liabilities relating to the Transferred Assets which accrue on or after the Closing Date and only to the extent such obligations and liabilities are not overdue or delinquent on the Closing Date without regard to any grace period and without the occurrence of any increase in amounts due (the " Assumed Liabilities" ); provided , however , that said assumption and agreement to assume the Assumed Liabilities shall not (i) increase the obligation of Energy Operating with respect to the Assumed Liabilities beyond that of Atlas America, (ii) waive any valid defense that was available to Atlas America with respect to the Assumed Liabilities or (iii) enlarge any rights or remedies of any third party under any of the Assumed Liabilities.

(c) Prorations . All obligations and liabilities assumed by Energy Operating under this Contribution Agreement that relate to both periods of time prior to the Closing


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Date and periods of time from and after the Closing Date shall be prorated as of the close of business on the Closing Date, whether or not such adjustment would normally be made as of such time. It is the intention of the Parties that Energy Operating should operate the Business and the Transferred Assets for its own account from and after the Closing Date. Section 2.2 General Provisions Relating to Assumption of Liabilities . Notwithstanding anything to the contrary contained in this Agreement including, without limitation, the terms and provisions of this Article II, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or security interests securing consensual indebtedness covering any of the Transferred Assets, except for permitted encumbrances, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under this Article II or (b) any of the liabilities covered by the indemnities set forth in this Contribution Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the assumptions of liabilities made under this Article II to the extent that such liabilities are covered by such indemnities.

Section 2.3 Public Cash Contribution . The Parties acknowledge a capital contribution by the public through the Underwriters to Atlas Energy of $ in cash, ($ after the Spread of $ and $ after the payment of the structuring fee of $ ) in exchange for Common Units.

Section 2.4 Specific Conveyances. To further evidence the contributions and conveyances of the Transferred Assets, each party making such contribution and conveyances may have executed and delivered to the party receiving such contribution certain conveyance, assignment and bill of sale instruments (the " Specific Conveyances" ). The Specific Conveyances shall evidence and perfect such sale and contribution made by this Contribution Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Contribution Agreement.

Section 2.5 Payment of Transaction Expenses by Atlas Energy . The Parties acknowledge (a) the payment by Atlas Energy, in connection with the transactions contemplated hereby, of estimated transaction expenses in the amount of $ (exclusive of the Spread and the structuring fee) and (b) the distribution by Atlas Energy of $ to Atlas America, in part as a reimbursement of certain capital expenditures incurred with respect to the Transferred Assets.

Section 2.6 Issuance of New Certificates . At the Closing, Atlas Energy shall issue to each of Atlas America and Atlas Management a certificate or certificates, which may be held in book entry form, representing the number of Common Units and Class A Units to be issued to each of them pursuant to the recitals above. Each such certificate shall be registered in the name of the Person or Persons specified by the recipient thereof to Atlas Energy in writing at least two Business Days prior to the Closing.


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Section 2.7 Certificate Legends . The certificates evidencing the Common Units and Class A Units shall bear a legend substantially in the form set forth below and containing such other information as Atlas Energy may deem necessary or appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

ARTICLE III GATHERING AGREEMENT

Section 3.1 Assumption of Obligations by Atlas America . Atlas America hereby expressly assumes, for itself and its successors and assigns, the obligations of each member of the Atlas Energy Group, as they may appear, to timely pay gathering fees to APL under Article 7 and 8 of the Gathering Agreement accruing from and after the Closing Date and agrees to keep, perform and observe all of the covenants and conditions contained therein on the part of the Subsidiaries to be kept, performed and observed from and after the Closing Date. Section 3.2 Assignment by Atlas Energy . Each of Atlas Energy and Energy Operating, on their own behalf and on behalf of the other members of the Atlas Energy Group, hereby irrevocably assigns, sets over, transfers and conveys to Atlas America all of the right, title and interest of the members of the Atlas Energy Group in and to all of the gathering fees (i) accruing to any of them from the Investment Programs and (ii) attributable to the production interest of the members of the Atlas Energy Group for gas gathered from and after the Closing Date pursuant to the Gathering Agreement (the " Assigned Amounts" ). Each of Atlas Energy and Energy Operating shall pay, and shall cause each of the other members of the Atlas Energy Group to pay, the Assigned Amounts to Atlas America within Business Days from such entity' s receipt thereof.

ARTICLE IV ADDITIONAL TRANSACTIONS

Section 4.1 Over-Allotment Option . The Parties acknowledge that in the event the option to purchase additional Common Units is exercised in whole or in part by the Underwriters (the " Option" ), the public, through the Underwriters, will contribute additional cash to Atlas Energy in exchange for up to an additional Common Units.

Section 4.2 Redemption of Common Units by Atlas Energy . The Parties acknowledge, in the event that the Option is exercised in whole or in part by the Underwriters, Atlas Energy will use the net proceeds from the issuance of such additional Common Units to redeem a number of Common Units from Atlas America equal to the number of Common Units issued pursuant to the exercise of the Option at a redemption price equal to the same net price received by Atlas Energy from the Underwriters.

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ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of Atlas America . Atlas America hereby represents and warrants to Atlas Energy and Energy Operating as follows as of the date of this Contribution Agreement:

(a) Status of Atlas America . Atlas America has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with all corporate power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and to execute and deliver this Contribution Agreement and to consummate the transactions contemplated hereby.

(b) Title to Subsidiaries . Atlas America owns 100% of the issued and outstanding equity interests in the Subsidiaries; the Subsidiaries own 100% of the issued and outstanding equity interests in their subsidiaries as set forth on Schedule 1 ; and all such equity interests have been duly authorized and validly issued in accordance with the charter documents of the relevant entity, and Atlas America and the Subsidiaries own their respective equity interests free and clear of all liens, claims, options, charges, encumbrances o ...