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Atlas Resources Public #16-2007 Program, et al. – IPO: ‘S-1/A’ on 1/16/07 – ‘EX-10.(H)(2)’

On:  Tuesday, 1/16/07, at 5:16pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1125282-7-276   ·   File #s:  333-138068, -01, -02

Previous ‘S-1’:  ‘S-1’ on 10/18/06   ·   Next:  ‘S-1/A’ on 2/23/07   ·   Latest:  ‘S-1/A’ on 3/15/07   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 2/7/07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/16/07  Atlas Resources Public #… Program S-1/A¶                21:9.1M                                   Bowne & C… Smartedgar/FA
          Atlas Resources Public #16-2007 (A) L.P.
          Atlas Resources Public #16-2007 (B) L.P.

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 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 


‘EX-10.(H)(2)’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Prepared and Filed by St Ives Financial  
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Exhibit 10(h)(2)

SECOND AMENDMENT TO BASE CONTRACT FOR SALE AND

PURCHASE OF NATURAL GAS


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SECOND AMENDMENT TO

BASE CONTRACT FOR THE SALE AND PURCHASE OF NATURAL GAS

This Second Amendment To Base Contract For The Sale And Purchase Of Natural Gas (this “Amendment”) is made and entered into on December 18, 2006 (the “Effective Date”) by and among Atlas America, Inc. a Delaware corporation (“Atlas DE”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”) Atlas Noble, LLC, a Delaware limited liability company (“Atlas Noble”), Resource Energy, LLC, a Delaware limited liability company (“Resource Energy” and together with Viking, Atlas Resources and Atlas Noble, the “ATN Subsidiaries”), and UGI Energy Services, Inc. d/b/a/ GASMARK, a Pennsylvania corporation (“GASMARK”). This Amendment modifies, supplements, forms part of, and amends that certain Base Contract for the Sale and Purchase of Natural Gas entered into as of November 13, 2002 between GASMARK and Viking Resources Corporation and assigned by Viking Resources Corporation to Atlas PA by Assignment and Assumption Agreement dated October 1, 2004 (the “Base Contract”) and amended by First Amendment to Base Contract for the Sale and Purchase of Natural Gas dated November 22, 2005. Capitalized terms used in this Amendment that are not herein defined will have the meanings ascribed to them in the Base Contract. In the event of a conflict between the terms of this Amendment and the Base Contract, the terms of this Amendment shall apply.

WHEREAS, Atlas DE will transfer all of its natural gas and oil production and development assets to Atlas Energy Resources, LLC (“ATN”) and its subsidiaries in connection with the initial public offering of ATN and Atlas DE wishes to assign its rights, duties and interests as seller under the Base Contract to the ATN Subsidiaries which will supply gas under the Base Contract as of the Effective Date, and GASMARK has agreed to the assignment to and assumption by the ATN Subsidiaries;

NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby the Parties hereby agree as follows:

I.

ASSIGNMENT AND ASSUMPTION

            1.1     Assignment. Effective as of the Effective Date, Atlas DE does hereby sell, grant, convey, assign, transfer and set over to the ATN Subsidiaries, jointly and severally, all of its right, title and interest in and to the Base Contract and all transactions confirmed thereunder.

            1.2     Consent to Assignment. GASMARK hereby consents to the assignment of the Base Contract, and all transactions confirmed thereunder, from Atlas DE to the ATN Subsidiaries effective as of the Effective Date.

            1.3     Assumption. The ATN Subsidiaries, jointly and severally, hereby assume and agree to pay, discharge or perform, as appropriate, the Base Contract and all transactions confirmed thereunder, and such Base Contract is hereby declared to be the debts, liabilities and obligations of the ATN Subsidiaries from and after the Effective Date.


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            1.4     Release and Discharge. Upon execution of this Amendment by the ATN Subsidiaries, Atlas DE will be released from any liability or obligation under this Base Contract and any transaction confirmed thereunder, that arises or accrues after the Effective Date of assignment.

II.

MISCELLANEOUS

            2.1     Warranties. Each Party represents and warrants to the others that it has the corporate authority to execute, deliver and perform this Amendment and has taken all actions necessary to secure all necessary approvals required to be secured in connection therewith. The execution, delivery and performance of this Amendment and the Base Contract have been duly authorized by all necessary corporate action.

            2.2.    No Third Party Benefit. Nothing contained in this Amendment, express or implied, is intended to or shall be construed to confer upon or give any person, firm, or corporation, other than the Parties and their respective permitted successors and assigns, any remedy or claim under, or by reason of, this Amendment, or any term, covenant or condition hereof. All conditions, promises and agreements contained in this Amendment shall be for the sole and exclusive benefit of the Parties and their respective permitted successors and assigns.

            2.3     Entire Agreement. This Amendment and the Base Contract set forth the entire understanding and agreement between the Parties as to matters covered herein and therein and supersedes any other prior understanding, agreement or statement (written or oral) between the Parties as to matters covered herein and therein.

            2.4     Headings. The headings contained in this Amendment are for convenience of reference only and shall not affect, in any way, the meaning or interpretation of this Amendment.

            2.5     Amendments; Waivers. To be binding, any amendment of this Amendment must be effected by an instrument in writing signed by all of the Parties. Rights hereunder shall not be waived, except pursuant to a writing signed by the Party against which enforcement of the waiver is sought.

            2.6     Rights and Remedies. The rights and remedies granted under this Amendment shall not be exclusive but shall be in addition to all other rights and remedies available under the Base Contract, at law or in equity.

            2.7     Expenses of Negotiation. All costs and expenses incurred in connection with this Amendment are to be borne by the Party incurring such costs.

2


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            2.8     Severability. It is the intention of the Parties hereto that whenever possible, each provision of the Base Contract and this Amendment will be interpreted in such manner as to be effective and valid under applicable law, but that if any provision of the Base Contract or this Amendment, as the case may be, is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability will not affect any other provision, and the Base Contract and this Amendment, as the case may be, will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein and/or therein, as the case may be.

            2.9     Counterparts; and Facsimile Signatures. This Amendment may be executed, including by facsimile signature, in one or more counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument.

            2.10   Governing Law. The interpretation and performance of this Amendment shall be governed by the laws of the jurisdiction indicated in the Base Contract.

3


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IN WITNESS WHEREOF, the Parties hereto have duly executed this instrument or have caused this instrument to be duly executed on their behalf, on the Effective Date.

 

UGI ENERGY SERVICES, INC.

 

ATLAS AMERICA, INC.,

 

 

 

 

 

 By:


 

 By:


 

Name:

Bradley C. Hall

 

 

Name:

Matthew A. Jones

 

Title:

President

 

 

Title:

Chief Financial Officer

 

VIKING RESOURCES, LLC

 

ATLAS RESOURCES, LLC

 

 

 

 

 

 By:


 

 By:


 

Name:

Matthew A. Jones

 

 

Name:

Matthew A. Jones

 

Title:

Chief Financial Officer

 

 

Title:

Chief Financial Officer

 

ATLAS NOBLE, LLC

 

RESOURCE ENERGY, LLC

 

 

 

 

 

 By:


 

 By:


 

Name:

Matthew A. Jones

 

 

Name:

Matthew A. Jones

 

Title:

Chief Financial Officer

 

 

Title:

Chief Financial Officer

4



Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:1/16/07None on these Dates
12/18/063
11/22/053
10/1/043
11/13/023
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/07  SEC                               UPLOAD10/17/17    1:86K  Atlas Resources Public #… Program
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Filing Submission 0001125282-07-000276   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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