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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/15 Titan Energy, LLC 10-Q 9/30/15 93:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.12M 2: EX-2.4(B) Plan of Acquisition, Reorganization, Arrangement, HTML 110K Liquidation or Succession 3: EX-2.4(C) Plan of Acquisition, Reorganization, Arrangement, HTML 40K Liquidation or Succession 4: EX-2.4(D) Plan of Acquisition, Reorganization, Arrangement, HTML 79K Liquidation or Succession 5: EX-12.1 Statement re: Computation of Ratios HTML 43K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 34K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 9: EX-32.2 Certification -- §906 - SOA'02 HTML 29K 64: R1 Document and Entity Information HTML 48K 50: R2 Consolidated Balance Sheets (Unaudited) HTML 132K 62: R3 Consolidated Statements of Operations (Unaudited) HTML 106K 66: R4 Consolidated Statements of Comprehensive Income HTML 49K (Loss) (Unaudited) 85: R5 Consolidated Statement of Partners' Capital HTML 80K (Unaudited) 52: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 104K 61: R7 Basis of Presentation HTML 36K 45: R8 Summary of Significant Accounting Policies HTML 198K 36: R9 Acquisitions HTML 55K 86: R10 Property, Plant and Equipment HTML 78K 68: R11 Other Assets HTML 44K 67: R12 Asset Retirement Obligations HTML 59K 73: R13 Debt HTML 69K 74: R14 Derivative Instruments HTML 329K 71: R15 Fair Value of Financial Instruments HTML 177K 75: R16 Certain Relationships and Related Party HTML 33K Transactions 63: R17 Commitments and Contingencies HTML 40K 65: R18 Issuances of Units HTML 39K 70: R19 Cash Distributions HTML 153K 93: R20 Benefit Plan HTML 211K 81: R21 Operating Segment Information HTML 207K 57: R22 Subsequent Events HTML 32K 69: R23 Summary of Significant Accounting Policies HTML 245K (Policies) 59: R24 Summary of Significant Accounting Policies HTML 119K (Tables) 27: R25 Acquisitions (Tables) HTML 42K 82: R26 Property, Plant and Equipment (Tables) HTML 74K 89: R27 Other Assets (Tables) HTML 41K 40: R28 Asset Retirement Obligations (Tables) HTML 53K 39: R29 Debt (Tables) HTML 50K 43: R30 Derivative Instruments (Tables) HTML 318K 44: R31 Fair Value of Financial Instruments (Tables) HTML 167K 46: R32 Cash Distribution (Distributions Declared) HTML 149K (Tables) 23: R33 Benefit Plan (Tables) HTML 197K 79: R34 Operating Segment Information (Tables) HTML 202K 55: R35 Basis of Presentation (Narrative) (Details) HTML 40K 58: R36 Summary of Significant Accounting Policies HTML 175K (Narrative) (Details) 31: R37 Summary of Significant Accounting Policies HTML 37K (Schedule of the Components of Intangible Assets Being Amortized) (Details) 92: R38 Summary of Significant Accounting Policies HTML 47K (Schedule of Net Income (Loss) Reconciliation) (Details) 16: R39 Summary of Significant Accounting Policies HTML 37K (Reconciliation of Weighted Average Number Of Common Limited Partner Units) (Details) 47: R40 Acquisitions (Rangely Acquisition) (Narrative) HTML 57K (Details) 84: R41 Acquisitions (Rangely Acquisition Schedule of HTML 49K Assets Acquired and Liabilities Assumed) (Details) 29: R42 Acquisitions (Other Acquisition) (Narrative) HTML 75K (Details) 38: R43 Property, Plant and Equipment (Summary of HTML 65K Property, Plant and Equipment) (Details) 42: R44 Property, Plant and Equipment (Useful Life HTML 43K Narrative) (Details) 51: R45 Property, Plant and Equipment (Narrative) HTML 48K (Details) 22: R46 Other Assets (Summary of Other Assets) (Details) HTML 39K 35: R47 Other Assets (Narrative) (Details) HTML 49K 18: R48 Asset Retirement Obligations (Reconciliation of HTML 44K Liability For Well Plugging And Abandonment Costs) (Narrative) (Details) 83: R49 Asset Retirement Obligations (Reconciliation of HTML 39K Liability for Well Plugging and Abandonment Costs) (Details) 28: R50 Debt (Schedule of Total Debt Outstanding) HTML 49K (Details) 80: R51 Debt (Credit Facility) (Details) HTML 74K 32: R52 Debt (Term Loan Facility) (Details) HTML 69K 48: R53 Debt (Senior Notes) (Details) HTML 61K 17: R54 Derivative Instruments (Narrative) (Details) HTML 46K 21: R55 Derivative Instruments (Summary of Cash HTML 43K Settlements on Commodity Derivatives) (Details) 41: R56 Derivative Instruments (Fair Values of the HTML 65K Partnership's Derivative Instruments Table) (Details) 25: R57 Derivative Instruments (Commodity Derivative HTML 107K Instruments by Type Table) (Details) 87: R58 Fair Value of Financial Instruments (Schedule of HTML 54K Assets/Liabilities at Fair Value) (Details) 54: R59 Fair Value of Financial Instruments - Additional HTML 35K Information (Details) 72: R60 Fair Value of Financial Instruments (Schedule of HTML 37K Asset Retirement Obligations Measured on Non Recurring Basis) (Details) 34: R61 Commitments and Contingencies (General HTML 60K Commitments) (Details) 37: R62 Issuances of Units (Details) HTML 130K 78: R63 Cash Distributions - Additional Information HTML 127K (Details) 76: R64 Cash Distributions (Schedule of Distributions HTML 188K Declared by Partnership) (Details) 56: R65 Benefit Plan (2012 Long Term Incentive Plan HTML 41K Narrative) (Details) 77: R66 Benefit Plan (2012 LTIP Phantom Units Activity) HTML 108K (Details) 33: R67 Benefit Plan (2012 Unit Option Activity) (Details) HTML 89K 60: R68 Benefit Plan (Restricted Units Narrative) HTML 36K (Details) 88: R69 Operating Segment Information (Narrative) HTML 29K (Details) 20: R70 Operating Segment Information (Operating Segment HTML 52K Data) (Details) 26: R71 Operating Segment Information (Reconciliation of HTML 49K Segment Income (loss) to Net Income (Loss) (Details) 49: R72 Operating Segment Information (Reconciliation of HTML 39K Segment Revenues to Total Revenues) (Details) 24: R73 Operating Segment Information (Capital HTML 38K Expenditures) (Details) 91: R74 Operating Segment Information (Balance Sheet) HTML 42K (Details) 30: R75 Subsequent Events (Cash Distribution) (Details) HTML 102K 90: XML IDEA XML File -- Filing Summary XML 175K 19: EXCEL IDEA Workbook of Financial Reports XLSX 124K 10: EX-101.INS XBRL Instance -- arp-20150930 XML 4.18M 12: EX-101.CAL XBRL Calculations -- arp-20150930_cal XML 217K 13: EX-101.DEF XBRL Definitions -- arp-20150930_def XML 869K 14: EX-101.LAB XBRL Labels -- arp-20150930_lab XML 1.55M 15: EX-101.PRE XBRL Presentations -- arp-20150930_pre XML 1.24M 11: EX-101.SCH XBRL Schema -- arp-20150930 XSD 254K 53: ZIP XBRL Zipped Folder -- 0001564590-15-010209-xbrl Zip 264K
Exhibit 2.4(c)
TO
AMENDED AND RESTATED
SHARED ACQUISITION AND OPERATING AGREEMENT
This Addendum #2 to the Amended and Restated Shared Acquisition and Operating Agreement (this “Addendum”) by and among ARP Eagle Ford, LLC, a Texas limited liability company (“ARP Purchaser”), and Atlas Growth Eagle Ford, LLC, a Texas limited liability company (“AGP Purchaser”), is executed effective as of July 1, 2015. Capitalized terms used but not defined herein have the meanings given to them in that certain Amended and Restated Shared Acquisition and Operating Agreement, effective September 23, 2014, by and between ARP Purchaser and AGP Purchaser, as amended by that certain addendum dated March 31, 2015 (the “Agreement”).
WHEREAS, the Parties entered into a Purchase and Sale Agreement, dated September 24, 2014, as amended by those certain amendments dated October 27, 2014 and March 31, 2015 (the “PSA”), to acquire certain assets (as described in the PSA, the “Assets”) from Cima Resources, LLC and Cinco Resources, Inc;
WHEREAS, simultaneously with the execution of the PSA, the Parties entered into the Agreement to set forth the rights and obligations of each Party with respect to the acquisition and operation of the Assets; and
WHEREAS, the Parties desire to enter into this Addendum to supplement the Agreement and to set forth certain terms and conditions upon which AGP Purchaser agrees to sell to ARP Purchaser and ARP Purchaser agrees to acquire from AGP Purchaser some of the Wells owned by AGP Purchaser.
NOW THEREFORE, in consideration of the terms and conditions set forth in this Addendum and the Agreement, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1Consideration. Upon execution of this Addendum by both parties, ARP Purchaser shall pay AGP Purchaser $1,363,075.02 in immediately available funds and AGP Purchaser shall assign the a portion of its working interest in the Kasper Unit as set forth on Exhibit A hereto to ARP Purchaser pursuant to the Assignment, Bill of Sale and Conveyance attached hereto as Exhibit B, which shall be executed simultaneously with this Addendum.
(a)The Well list on Exhibit A is hereby amended and replaced in its entirety as set forth on the new Well list on Exhibit C attached hereto.
(b)Exhibit E is hereby amended by adding Exhibit E-19 and E-20 as set forth on Exhibit D-1 and D-2 attached hereto.
NAI-1500411607v3
1.3Agreement Remains in Effect. The Parties hereby ratify and approve the Agreement, as amended hereby, and acknowledge and agree that, except as hereby amended, the Agreement shall remain in full force and effect.
1.4Applicable Law; Jurisdiction. This Addendum shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any disputes arising out of or related to this Addendum (other than those expressly provided to be resolved otherwise) will be subject to the exclusive jurisdiction and venue of the state courts in Dallas County, Texas and in the United States District Court located in such county, and each of the Parties hereby consents and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such dispute and irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of the venue of any such dispute in any such court or that any such dispute has been brought in an inconvenient forum.
1.5Counterparts. This Addendum may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.
1.6Severability. Any term or provision of this Addendum that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Addendum or affecting the validity or enforceability of any of the terms or provisions of this Addendum in any other jurisdiction. If any provision of this Addendum is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
[signature page follows]
-2-
NAI-1500411607v3
IN WITNESS WHEREOF, this Addendum has been signed by each of the Parties to be effective for all purposes as of the date first written above.
“ARP Purchaser”
ARP Eagle Ford, LLC
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By: |
/s/ Brad Eubanks |
Name: |
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Title: |
Vice President of Land |
[Signature Page to Addendum to Amended and Restated Shared Acquisition and Operating Agreement]
NAI-1500411607v3
IN WITNESS WHEREOF, this Addendum has been signed by each of the Parties to be effective for all purposes as of the date first written above.
“AGP Purchaser”
Atlas Growth Eagle Ford, LLC
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By: |
/s/ Daniel C. Herz |
Name: |
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Title: |
President |
[Signature Page to Addendum to Amended and Restated Shared Acquisition and Operating Agreement]
NAI-1500411607v3
NAI-1500411607v3
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/9/15 | 8-K | ||
For Period end: | 9/30/15 | |||
7/1/15 | CORRESP | |||
3/31/15 | 10-Q, 10-Q/A, 8-K | |||
10/27/14 | ||||
9/24/14 | 4, 424B3, 8-K | |||
9/23/14 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/21 Atlas Growth Partners, L.P. 10-K 12/31/20 63:8.1M ActiveDisclosure/FA |