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Atlas Energy Resources, LLC – IPO: ‘S-1/A’ on 11/1/06 – ‘EX-10.4.(C)’

On:  Wednesday, 11/1/06, at 2:44pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-6-220473   ·   File #:  333-136094

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

11/01/06  Atlas Energy Resources, LLC       S-1/A¶                16:4.1M                                   Donnelley … Solutions/FA

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       Amendment No. 2 to Form S-1 Registration Statement  HTML   2.87M 
16: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     19K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    236K 
 3: EX-8.1      Opinion of Ledgewood, P.C.                          HTML     12K 
 4: EX-10.1     Form of Contribution and Assumption Agreement       HTML     67K 
 5: EX-10.2     Form of Omnibus Agreement                           HTML     28K 
 6: EX-10.3     Form of Management Agreement                        HTML     77K 
 7: EX-10.4.(A)  Master Natural Gas Gathering Agreement             HTML     61K 
 8: EX-10.4.(B)  Natural Gas Gathering Agreement                    HTML     55K 
 9: EX-10.4.(C)  Amendment to Mater Natural Gas Gathering           HTML     18K 
                          Agreement                                              
10: EX-10.4.(D)  Form of Amendment and Joinder to Gas Gathering     HTML     27K 
                          Agreement                                              
11: EX-10.5.(A)  Ominbus Agreement, Dated February 2, 2000          HTML     41K 
12: EX-10.5.(B)  Form of Amendment and Joinder to Omnibus           HTML     24K 
                          Agreement                                              
13: EX-10.8     Form of Long-Term Incentive Plan                    HTML     43K 
14: EX-10.9     Drilling and Operating Agreement                    HTML    152K 
15: EX-23.1     Consent of Grant Thornton LLP                       HTML      8K 


‘EX-10.4.(C)’   —   Amendment to Mater Natural Gas Gathering Agreement


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



  Amendment to Mater Natural Gas Gathering Agreement  

Exhibit 10.4(c)

THIS AMENDMENT (this “Amendment”) is made as of October 25, 2005, among Atlas Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (collectively, “Gatherer”), Atlas America, Inc., a Delaware corporation (“Atlas America”), Resource Energy, Inc., a Delaware corporation (“Resource Energy”), Viking Resources Corporation, a Pennsylvania corporation ( “Viking Resources”), Atlas Noble Corp., a Delaware corporation (“Atlas Noble”) and Atlas Resources, Inc., a Pennsylvania corporation (“Atlas Resources” and collectively with Atlas America, Resource Energy, Viking Resources and Atlas Noble, “Shipper”).

RECITALS

A. Gatherer and Atlas America, Resource Energy and Viking Resources are parties to the Master Natural Gas Gathering Agreement dated February 2, 2000 (the “February 2000 Agreement”) and desire to amend the same in accordance with the terms hereof.

B. Gatherer and Atlas Resources, Atlas Noble, Resource Energy and Viking Resources are parties to the Natural Gas Gathering Agreement dated January 1, 2002 (the “January 2002 Agreement”) and desire to amend the same in accordance with the terms hereof.

C. Shipper intends to enter into financial hedging arrangements with respect to some or all of the Shipper’s Gas (as defined in the February 2000 Agreement and the January 2002 Agreement) and Gatherer desires to have the right to participate in such arrangements.

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. The definition of “Gross Sale Price” set forth in the February 2000 Agreement and the January 2002 Agreement is hereby amended and restated in its entirety as follows:

Gross Sale Price” means the price, per mcf, actually received by Shipper for Shipper’s Gas including, or as adjusted to take into account, proceeds received or payments made pursuant to financial hedging arrangements entered into by Shipper with Gatherer’s consent.

2. Except as otherwise expressly provided herein, the February 2000 Agreement and the January 2002 Agreement are not amended, modified or affected by this Amendment.

3. 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.

4. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

2


IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

 

Shipper:
ATLAS AMERICA, INC.
By:  

 

Name:   Michael L. Staines
Its:   Executive Vice President
RESOURCE ENERGY, INC.
By:  

 

Name:   Michael L. Staines
Its:   President and Secretary
VIKING RESOURCES CORPORATION
By:  

 

Name:   Michael L. Staines
Its:   President and Secretary
ATLAS NOBLE CORP.
By:  

 

Name:   Michael L. Staines
Its:   President and Secretary
ATLAS RESOURCES, INC.
By:  

 

Name:   Michael L. Staines
Its:   Senior Vice President and Secretary

 

3


Gatherer:
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:   Atlas Pipeline Partners GP, LLC, its general partner
By:  

 

Name:   Michael L. Staines
Its:   President and Chief Operating Officer
ATLAS PIPELINE PARTNERS, L.P.
By:   Atlas Pipeline Partners GP, LLC,
  its general partner
By:  

 

Name:   Michael L. Staines
Its:   President and Chief Operating Officer

 

4


Dates Referenced Herein

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:11/1/06None on these Dates
10/25/05
1/1/02
2/2/00
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Filing Submission 0001193125-06-220473   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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