Prepared and Filed by St Ives Financial






Exhibit 10(t)


AMENDMENT AND JOINDER TO OMNIBUS AGREEMENT DATED


DECEMBER 18, 2006, AMONG ATLAS PIPELINE PARTNERS, L.P. AND


ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS


AMERICA, INC., RESOURCE ENERGY, LLC, VIKING RESOURCES,


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.  

     


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    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.  

     


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    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:

              
                Its:

              

            


    

    
      	 	 	 
	 	
              
                ATLAS
                  ENERGY RESOURCES, LLC

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            



      	 	 	 
	 	
              
                
                  ATLAS
                    ENERGY OPERATING COMPANY, LLC

                   

                  
                    By:
                      Atlas Energy Resources, LLC, its sole
                      member

                  

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            


    

     

    
      	 	 	 
	 	
              
                
                  
                    RESOURCE
                      ENERGY, LLC

                     

                  

                  
                    By:
                      Atlas
                      Energy Operating Company, LLC, its sole member

                    
                       

                      By:
                        Atlas
                        Energy Resources, LLC, its sole
                        member

                    

                  

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            


    



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                      VIKING
                        RESOURCES, LLC

                       

                    

                  

                  
                    By:
                      Atlas
                      Energy Operating Company, LLC, its sole member

                    
                       

                      By:
                        Atlas
                        Energy Resources, LLC, its sole
                        member

                    

                  

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            


    

     

      	 	 	 
	 	
              
                
                  
                    
                      
                        Gatherer:

                         

                      

                    

                  

                  
                    
                      ATLAS
                        PIPELINE OPERATING PARTNERSHIP, L.P.

                       


                    
                      By:
                        Atlas
                        Pipeline Partners GP, LLC, its general
                        partner

                    

                  

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            


    

    
      	 	 	 
	 	 	 
	 	
              
                
                  
                    
                      
                        
                          ATLAS
                            PIPELINE PARTNERS, L.P.

                        

                      

                    

                  

                  
                    
                       

                      By:
                        Atlas
                        Pipeline Partners GP, LLC, its
                        general
                        partner

                    

                  

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              
                Its:

              

            


    

     


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