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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(d)
ADDENDUM #3
TO
AMENDED AND RESTATED
SHARED ACQUISITION AND OPERATING AGREEMENT
This Addendum #3 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”), Atlas Growth Eagle Ford, LLC, a Texas limited liability company (“AGP Purchaser”), and Atlas Eagle Ford Operating Company, LLC, a Texas limited liability company (“Contract Operator”), is executed effective as of September 30, 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 24, 2014, by and between ARP Purchaser and AGP Purchaser, as amended by that certain addendum dated March 31, 2015 (“Addendum 1”), as further amended by that certain addendum dated July 1, 2015 (“Addendum 2” and, together with Addendum 1, the “Agreement”).
WHEREAS, ARP Purchaser and AGP Purchaser 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. (the “Sellers”);
WHEREAS, 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, pursuant to the Agreement, AGP Purchaser is obligated to make deferred purchase price payments to Sellers of $16.2 million (“Deferred Payment No. 1”) and $20.1 million (“Deferred Payment No. 2” and, together with Deferred Payment No. 1, the “Deferred Payments”) on September 30, 2015 and December 31, 2015, respectively (the “Payment Dates”);
WHEREAS, AGP Purchaser has determined that it will not make the Deferred Payments to Sellers;
WHEREAS, pursuant to Section 2.3 of the Operating Agreement, if AGP Purchaser fails to make any of the Deferred Payments, and ARP Purchaser makes such Deferred Payments on behalf of AGP Purchaser, AGP Purchaser shall assign to ARP Purchaser a portion of the Assets designated by ARP Purchaser with an allocated value equal to the amount paid by ARP Purchaser on behalf of AGP Purchaser;
WHEREAS, AGP Purchaser desires to have ARP Purchaser pay, and ARP Purchaser
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desires to pay, the Deferred Payments to Sellers, and to have AGP Purchaser assign to ARP Purchaser certain of the Assets (the “Assigned Assets”), which have an allocated value approximately equal to the amount paid by ARP Purchaser on behalf of AGP Purchaser, as contemplated by Section 2.3 of the Operating Agreement (the “Transaction”);
WHEREAS, the allocated value of the Assigned Assets exceeds the aggregate amount of the Deferred Payments by $856,912 (the “Excess Allocation Amount”), which shall be paid by ARP Purchaser to AGP Purchaser; and
WHEREAS, the Parties desire to enter into this Addendum to supplement the Agreement and to set the certain terms and conditions upon which the Parties shall effect the Transaction.
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:
1.1 Deferred Payments under PSA. ARP Purchaser hereby assumes the obligations of AGP Purchaser under the PSA to pay, and shall pay on behalf of AGP Purchaser, each of the Deferred Payments to Sellers on or prior to their respective Payment Dates in accordance with the terms and conditions of the PSA. Simultaneous with the execution of this Agreement, AGP Purchaser and ARP Purchaser shall execute the Assignment, Bill of Sale and Conveyance attached hereto as Exhibit A, pursuant to which AGP Purchaser shall assign to ARP Purchaser the Assigned Assets as set forth on Exhibit B hereto.
1.2Payment of Excess Allocation Amount. Upon assignment of the Assigned Assets from AGP Purchaser to ARP Purchaser in accordance with the terms hereof, ARP Purchaser shall pay in immediately available funds to AGP Purchaser an amount equal to the Excess Allocation Amount.
1.3Amendment. The Well list on Exhibit C to Addendum 2 is hereby amended and replaced in its entirety as set forth on Exhibit C attached hereto, which exhibit identifies the property owned by each of ARP Purchaser and AGP Purchaser and the proposed wells as currently configured.
1.4Agreement 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.
1.5 Applicable 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 Tarrant 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
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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.
1.6 Counterparts. 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.
1.7Severability. 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]
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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
By: /s/ Brad Eubanks_______________________
Name: Brad Eubanks
Title: Vice President of Land
[Signature Page to Addendum No. 3 to Amended and Restated Shared Acquisition and Operating Agreement]
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
By: /s/ William Ulrich__________
Name: William Ulrich
Title: Vice President of Corporate Development
[Signature Page to Addendum No. 3 to Amended and Restated Shared Acquisition and Operating Agreement]
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.
Contract Operator
Atlas Eagle Ford Operating Company, LLC
By: /s/ Mark Schumacher___________
Name: Mark Schumacher
Title: President
[Signature Page to Addendum No. 3 to Amended and Restated Shared Acquisition and Operating Agreement]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/15 | 10-K, 5 | |||
| 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 | |||
| 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 |