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Amendment And Joinder To Omnibus Agreement

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Sectors: Utilities
Effective Date: December 18, 2006
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Exhibit 10.3

AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT

THIS AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT (this " Amendment" ) is made as of December 18, 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" ).

RECITALS

A. The MLP, Atlas America, Resource Energy and Viking Resources are parties to the Omnibus Agreement dated February 2, 2000 (the " Omnibus Agreement" ) and desire to amend the same in accordance with the terms hereof.

B. Atlas America has formed Atlas Energy and Energy Operating for the purpose of facilitating the initial public offering of Atlas Energy and, pursuant to the Contribution and Assumption Agreement of even date herewith, is transferring all of the issued and outstanding member interests in Resource Energy and Viking Resources to Energy Operating, and the parties hereto wish to join Atlas Energy and Energy Operating to the Omnibus Agreement. NOW, THEREFORE , in consideration of the premises, and the mutual covenants and agreements herein set forth, and intending to be legally bound, the parties agree as follows:

1. Joinder in the Omnibus Agreement . Effective as of the date hereof, each of Atlas Energy and Energy Operating hereby joins the Omnibus Agreement and accepts and agrees to be bound as a " Resource Entity" thereunder with respect to all of the terms and conditions thereof, except Section 5.2 thereof, and the MLP hereby consents to such joinder.

2. Removal of Atlas America as Primary Obligor; Guaranty . Except to the extent that Atlas America purchases an asset that is first properly presented to Atlas Energy as a Business Opportunity (as defined and as permitted by the Omnibus Agreement of even date herewith, between Atlas America and Atlas Energy, as the same may be amended from time to time), effective as of the date hereof, Atlas America is hereby removed as a primary obligor of the Omnibus Agreement, and the MLP hereby consents to such removal. Atlas America hereby unconditionally and absolutely

guarantees the performance of the Resource Entities' obligations arising under the Omnibus Agreement (the " Guaranteed Obligations" ). If the Resource Entities fail or refuse to perform any Guaranteed Obligations, the MLP may make a demand upon Atlas America (a " Demand" ). A Demand shall be in writing and shall reasonably and briefly specify in what manner any of the Resource En
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