Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1/A Pre-Effective Amendment to Registration Statement HTML 3.40M
(General Form)
21: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 118K
2: EX-1.(A) Underwriting Agreement HTML 301K
3: EX-4.(D) Instrument Defining the Rights of Security Holders HTML 15K
4: EX-4.(E) Instrument Defining the Rights of Security Holders HTML 15K
5: EX-5 Opinion re: Legality HTML 19K
6: EX-8 Opinion re: Tax Matters HTML 80K
7: EX-10 Material Contract HTML 54K
8: EX-10.(H)(1) Material Contract HTML 30K
9: EX-10.(H)(2) Material Contract HTML 26K
10: EX-10.(H)(3) Material Contract HTML 48K
11: EX-10.(O) Material Contract HTML 52K
12: EX-10.(Q) Material Contract HTML 121K
13: EX-10.(R) Material Contract HTML 37K
14: EX-10.(S) Material Contract HTML 76K
15: EX-10.(T) Material Contract HTML 33K
16: EX-10.(U) Material Contract HTML 35K
17: EX-10.(W) Material Contract HTML 1.05M
18: EX-10.(X) Material Contract HTML 55K
19: EX-23.(A) Consent of Experts or Counsel HTML 12K
20: EX-24 Power of Attorney HTML 16K
LLC, ATLAS ENERGY RESOURCES, LLC, AND ATLAS ENERGY
OPERATING COMPANY, LLC
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 Entities has failed to perform under a Guaranteed
Obligation, with a specific statement that the MLP is calling upon Atlas America
to perform pursuant to this section. Atlas America agrees that except as
expressly set forth herein, it will remain bound under this section
notwithstanding any defenses which, pursuant to the laws of suretyship, would
otherwise relieve a guarantor of its obligations under a guarantee. Atlas
America reserves the right to assert defenses which any of the Resource Entities
may have to performance of any Guaranteed Obligation other than defenses arising
from the bankruptcy or insolvency of such Resource Entity and other defenses
expressly waived hereby.
3.
Definitions.
The
following definitions set forth in the Omnibus Agreement are hereby amended
and
restated in their entirety as follows:
“Investment
Program”
means a
Person principally engaged in the drilling of natural gas and oil wells for
which a Resource Entity or a subsidiary of a Resource Entity acts as a general
partner, managing partner or manager and the securities of which have been
offered and sold to investors.
“Master
Natural
Gas
Gathering Agreement”
means
the Master Natural Gas Gathering Agreement among the Resource Entities and
the
MLP dated as of February 2, 2000, as amended from time to
time.
4.
Consulting
Services.
Section
2.5 of the Omnibus Agreement is hereby amended and restated as follows:
Consulting
Services in Connection with Acquisitions.
The
Resource Entities agree to assist the MLP in seeking to identify for possible
acquisition Third Party Gathering Systems and to provide consulting services
to
MLP in evaluating and acquiring any such identified gathering system. Further,
the Resource Entities agree to give the MLP prompt written notice of the
identification by any of them of any Third Party Gathering System for possible
acquisition by such Resource Entity or any Affiliate (each, an “Identified
Third Party Gathering System”).
Such
notice shall set forth all information available to the Resource Entities about
the Identified Third Party Gathering System, including the identity the
gathering system and its seller and the proposed sales price, and shall include
all written information about the Identified Third Party Gathering System
provided to the Resource Entities by or on behalf of the seller as well as
any
information or analyses compiled by the Resource Entities from other sources
(collectively, the “Business
Opportunity Information”).
The
Resource Entities shall continue to provide promptly to the MLP any and all
Business Opportunity Information subsequently received. Within a time
period specified
by the Resource Entity’s notice to the MLP, which shall be a reasonable time
under the circumstances, the MLP shall advise the Resource Entity in writing
whether it wishes to acquire the Identified Third Party Gathering System. If
the
MLP advises the Resource Entity of its intent to acquire the Identified Third
Party Gathering System, the Resource Entities shall refrain from making an
offer
for the Identified
Third
Party Gathering System except as permitted hereunder. If the MLP (i) advises
the
Resource Entity that (with the approval of the conflicts committee of the
General Partner) it does not intend to acquire the Identified Third Party
Gathering System, (ii) advises the Resource Entity of its intent to acquire
the
Identified Third Party Gathering System but does not complete the acquisition
or
investment within a reasonable time after the MLP’s notice of its intent to the
Resource Entity or (iii) fails to timely advise the Resource Entity of its
intent, any of the Resource Entities shall be free to acquire the Identified
Third Party Gathering System.
5.
Construction
Management Services.Article
3 of the Omnibus Agreement is hereby amended and restated as
follows:
In
the
event the MLP expands the Gathering System or constructs a new addition to
the
Gathering System, whether pursuant to Article 2 or otherwise, the Resource
Entities agree to cause a wholly-owned corporate subsidiary of Atlas Operating
to provide to the MLP oversight of construction management in connection with
any such expansion as requested by the MLP. The MLP shall pay all third party
construction costs related to any such expansion directly to the service
provider for the construction services related thereto.
6.
Other
Terms of the Omnibus Agreement.
Except
as otherwise expressly provided herein, the Omnibus Agreement is not amended,
modified or affected by this Amendment.
7.
Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this Amendment by facsimile shall be equally as effective as delivery of
a
manually executed counterpart of this Amendment.
