Management Agreement

Exhibit 10.9


MANAGEMENT AGREEMENT


THIS MANAGEMENT AGREEMENT is made and entered into as of December 18, 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").


WHEREAS, the Company desires to retain the Manager to provide management services to the Company and its subsidiaries on the terms and conditions hereinafter set forth, and the Manager wishes to be retained to provide such services;


NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:


SECTION 1. DEFINITIONS. The following terms have the meanings assigned them:


" Affiliate" means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.


" Agreement" means this Management Agreement, as amended from time to time.


" Board of Directors" means the Board of Directors of Atlas Energy.


" Class A Unit" means a Class A unit of member interest of Atlas Energy.


" Class C Unit" means a Class C unit of member interest in Atlas Energy.


" Common Unit" means a common unit of member interest of Atlas Energy.


" Company Account" has the meaning set forth in Section 5 hereof.


" Company Indemnified Party" has the meaning set forth in Section 11(b) hereof.


" Exchange Act" means the Securities Exchange Act at 1934, as amended.


" Expenses" has the meaning set forth in Section 9(a).


" Governing Instruments" means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.


" Indemnified Party" has the meaning set forth in Section 11(a) hereof.




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" Independent Committee" means the conflicts committee or the audit committee of the Board of Directors.


" Investment Company Act" means the Investment Company Act of 1940, as amended.


" Omnibus Agreement" means the Omnibus Agreement between Atlas Energy and Atlas America, Inc. of even date herewith, as the same may be amended from time to time.


" Person" means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.


" Subsidiary" means any subsidiary of the Company; any partnership, the general partner of which is the Company or any subsidiary of the Company; and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.


SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER.


(a) The Company hereby appoints the Manager to manage the business of the Company and its Subsidiaries subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. During the term of this Agreement, the Manager shall provide, or cause another Person or Persons to provide, the services as set forth in this Agreement to the Company, provided that, in the event the Manager causes another Person or Persons to provide any of the services required to be provided by the Manager hereunder, the Manager shall remain responsible for the provision of such services pursuant to the terms of this Agreement.


(b) The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation:


(i) providing executive and administrative personnel, office space and office services required in rendering services to the Company;


(ii) investigating, analyzing and proposing possible acquisition and investment opportunities;


(iii) evaluating and recommending to the Board of Directors and officers of the Company hedging strategies and engaging in hedging activities on behalf of the Company, consistent with such strategies, as so modified from time to time;


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(iv) negotiating agreements on the Company92s behalf;


(v) communicating on behalf of the Company with the holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;


(vi) counseling the Company in connection with policy decisions to be made by the Board of Directors;


(vii) furnishing reports and statistical and economic research to the Company regarding the Company92s activities and services performed for the Company by the Manager;


(viii) monitoring the operating performance of the Company and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results;


(ix) at the direction of audit committee of the Board of Directors, causing the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and to conduct quarterly compliance reviews with respect thereto;


(x) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


(xi) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act;


(xii) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company92s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors;


(xiii) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time;


(xiv) advising the Company with respect to obtaining financing for its operations;


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(xv) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances;


(xvi) obtain and maintain, for and on behalf of the Company, insurance coverages with respect to the Company and its business and operations, including errors and omissions insurance with respect to the services provided by the Manager pursuant to this Agreement, in each case in the types and minimum limits as the Manager determines to be appropriate and as is consistent with standard industry practice; and


(xvii) using commercially reasonable efforts to cause the Company to comply with all applicable laws.


(c) Subject to Section 2(a), the Manager may enter into agreements with other parties, including its Affiliates, for the purpose of engaging one or more parties for and on behalf, and at the sole cost and expense, of the Company to provide services to the Company pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to the assets of the Company; , that any such agreements entered into with Affiliates of the Manager shall be on terms no more favorable to such affiliate than would be obtained from a third party on an arm92s-length basis and shall include such customary warranties and guarantees as may be reasonably required with respect to the goods and services so furnished.


(d) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or Affiliates. The Company shall pay or reimburse the Manager or its Affiliates performing such services for the cost thereof; , that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm92s-length basis.


(e) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments, or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company92s books of account by a nationally recognized independent accounting firm.


(f) If the Manager uses or licenses intellectual property owned by Third Parties in the performance of services under this Agreement, the Manager shall obtain and maintain any such licenses and authorizations necessary to authorize its use of such intellectual property in connection with such services.


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(g) In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Manager at the Company92s sole cost and expense.


SECTION 3. ADDITIONAL ACTIVITIES OF THE MANAGER.


(a) Subject to the provisions of the Omnibus Agreement, nothing in this Agreement shall prevent the Manager or any of its Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the business activities of any such other Person or entity are similar to or compete with those of the Company.


(b) Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company92s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such Persons shall use their respective titles in the Company.


(c) The Company (including the Board of Directors) agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement. If the Manager is not able to provide a service, or in the reasonable judgment of the Manager it is not prudent to provide a service, without the approval of the Board of Directors or the Independent Committee, as applicable, then the Manager shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained.


SECTION 4. AGENCY. The Manager shall act as agent of the Company in performing its services hereunder.


SECTION 5. BANK ACCOUNTS. At the direction of the Board of Directors, the Manager may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary (any such account, a " Company Account"), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts, under such terms and conditions as the Board of Directors may approve; and the Manager shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and, upon request, to the auditors of the Company or any Subsidiary.


SECTION 6. RECORDS; CONFIDENTIALITY. The Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon one (1) business day92s advance written notice. The Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this


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Agreement) to nonaffiliated third parties except (i) with the prior written consent of the Board of Directors, (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of the Company92s business; (iv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to C ...