Prepared and Filed by St Ives Financial






Exhibit 10(q)


CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT 

DATED DECEMBER 18, 2006 AMONG ATLAS AMERICA, INC., ATLAS ENERGY 

RESOURCES, LLC, AND ATLAS ENERGY OPERATING COMPANY, LLC



 




















    CONTRIBUTION,
      CONVEYANCE AND ASSUMPTION AGREEMENT

     


This
  Contribution and Assumption Agreement, dated as of December 18, 2006 (this “Contribution
  Agreement”), is by and among Atlas America, Inc., a Delaware corporation
  (“Atlas America”), Atlas Energy Resources, LLC, a Delaware
  limited liability company (“Atlas Energy”), and Atlas Energy
  Operating Company, LLC, a Delaware limited liability company (“Energy
  Operating”). The above-named entities are sometimes referred to in
  this Contribution Agreement each as a “Party” and collectively
  as the “Parties.”

     

    WITNESSETH:

     


WHEREAS,
  Atlas America currently wholly owns the subsidiaries listed on Schedule 1
  hereto (collectively, the “Subsidiaries”) and the assets
  described on Schedule 2 hereto (collectively, the “Assets”)
  representing Atlas America’s natural gas and oil exploration, development,
  operation, maintenance and production business (the “Business”);
  

     

    WHEREAS,
      Atlas
      America has formed Atlas Energy pursuant to the Delaware LLC Act for the purpose
      of acquiring, owning and operating the Business;

     


 WHEREAS,
  in order to accomplish the objectives and purposes in the preceding recital,
  the following actions have been taken prior to the date hereof (the “Pre-Closing
  Actions”): 

     

    
      	 	
              1.

            	
              Atlas
                Resources, Inc., a Pennsylvania corporation, merged with and into
                Atlas
                Resources, LLC, a Pennsylvania limited liability company;
                

            


    

     

    
      	 	
              2.

            	
              Atlas
                Energy Corporation, an Ohio corporation, merged with and into Atlas
                Energy
                Ohio, LLC, an Ohio limited liability company;


            


    

     

    
      	 	
              3.

            	
              Viking
                Resources Corporation, a Pennsylvania corporation, merged with and
                into
                Viking Resources, LLC, a Pennsylvania limited liability company;
                

            


    

     

    
      	 	
              4.

            	
              REI-NY,
                Inc., a Delaware corporation, was converted into REI-NY, LLC, a Delaware
                limited liability company; 

            


    

     

    
      	 	
              5.

            	
              Resource
                Well Services, Inc., a Delaware corporation, was converted into Resource
                Well Services, LLC, a Delaware limited liability company;
                

            


    

     

    
      	 	
              6.

            	
              AIC,
                Inc., a Delaware corporation, was converted into AIC, LLC, a Delaware
                limited liability company; 

            


    

     

    
      	 	
              7.

            	
              Resource
                Energy, Inc., a Delaware corporation, was converted into and Resource
                Energy, LLC, a Delaware limited liability company;
                

            


    

    

1









    
      	 	
              8.

            	
              Atlas
                Noble Corp., a Delaware corporation, was converted into Atlas Noble,
                LLC,
                a Delaware limited liability company;


            


    

     

    
      	
            	9.	
              Atlas
                America, Inc., a Pennsylvania corporation, merged with and into Atlas
                America, LLC, a Pennsylvania limited liability company;
                and 

            


    

     

    
      	
            	10.	
              Energy Operating formed AER Pipeline
                Construction, Inc., a Delaware
                corporation;

            


    

     

    
  WHEREAS,
    Atlas America and certain of the Subsidiaries are parties to the Gathering
    Agreement (as defined in Article I) and Atlas America has agreed to assume
    certain obligations of those Subsidiaries thereunder;

  WHEREAS,
    concurrently with the consummation of the transactions contemplated hereby,
    each of the following shall occur: 



     

    
      	 	
              1.

            	
              Atlas
                America will contribute the Assets and its 100% interest in each
                of the
                Subsidiaries (the “Equity
                Interests”)
                to Energy Operating in exchange for (a) 30,361,746 common units
                (“Common
                Units”),
                (b) 748,456 Class A units (the “Class
                A  Units”),
                (c) the management incentive interests (the “Management
                Incentive Interests”),
                and (d) the right to receive $121,730,000, in part as a reimbursement
                of
                certain capital expenditures incurred with respect to the Assets
                and
                Subsidiaries; 

            


    

     

    
      	 	
              2.

            	

        Atlas
          America will transfer to Atlas Energy Management, Inc., a Delaware corporation
          (“Atlas Management”),
          all of the Class A Units and the Management Incentive Interests; 

            


    

     

    
      	 	
              3.

            	
              In
                connection with the Offering, the public, through the Underwriters,
                will
                contribute $132,825,000 in cash to Atlas Energy less the Underwriters’
                discounts and commissions of $8,298,400 (the “Spread”)
                and a structuring fee of $996,187 in exchange for 6,325,000 Common
                Units;
                

            


    

     

    
      	 	
              4.

            	
              Atlas
                Energy will pay transaction expenses pursuant to the transactions
                contemplated by this Contribution Agreement in the amount of approximately
                $1.8 million (exclusive of the Spread and the structuring fee), and
                distribute $121,730,000 to Atlas America; and


            


    

     

    
      	 	
              5.

            	
              In
                connection with the Underwriters exercise of their over-allotment
                option,
                the public, through the Underwriters, will contribute an additional
                $19,923,750 in cash to Atlas Energy less the Spread of $1,244,760
                and a
                structuring fee of $149,428 in exchange for 948,750 Common Units
                and the
                Company will use the net proceeds to redeem Common Units from Atlas
                America; 

            


    

     

    
      

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NOW,
      THEREFORE,
      in
      consideration of the mutual covenants, representations, warranties and
      agreements herein contained, the parties hereto agree as follows: 
	  




      ARTICLE
        I

    

    DEFINITIONS

     

    Section
      1.1 Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      them below: 

     

    “APL”
means
      Atlas Pipeline Partners, L.P., a Delaware limited partnership. 

     

    “Atlas
      America Entities”
means
      Atlas America and any Person controlled, directly or indirectly, by Atlas
      America, other than Atlas Energy, Energy Operating and any subsidiary of any
      such Person. 

     

    “Atlas
      Energy Group”
means
      Atlas Energy, Energy Operating and any subsidiary of any such Person, treated
      as
      a single consolidated entity, and each Investment Program. 

     

    “Atlas
      Energy Assets”
means
      the Transferred Assets and any assets and properties owned or leased by any
      member of the Atlas Energy Group. 

     

    “Authority”
means
      (i) the United States of America, (ii) any state, province, county, municipality
      or other governmental subdivision within the United States of America, (iii)
      any
      court or any governmental department, commission, board, bureau, agency or
      other
      instrumentality of the United States of America, or of any state, province,
      county, municipality or other governmental subdivision within the United States
      of America and (iv) the National Association of Securities Dealers.


     

    “Business
      Day”
means
      any day other than a Saturday, a Sunday or any other day when banks are not
      open
      for business generally in the State of Delaware. 

     

    
  “Closing”
    means the closing of the transactions contemplated pursuant to this Contribution
    Agreement. 

  “Closing
    Date” means the date of Closing. 



     

    “Delaware
      LLC Act”
means
      the Limited Liability Company Act of the State of Delaware, as amended and
      any
      successor to such act. 

     

    “Gathering
      Agreement”
means
      the Master Natural Gas Gathering Agreement dated as of February 2, 2000 among
      Atlas America, Resource Energy, LLC (formerly Resource Energy, Inc.), Viking
      Resources, LLC (formerly Viking Resources Corporation) and APL, as amended
      from
      time to time. 

     

    “Investment
      Program”
means
      a
      Person principally engaged in the drilling of natural gas and oil wells for
      which Atlas America or any of the Subsidiaries or any of their subsidiaries
      acts
      as a general partner, managing partner or manager and the securities of which
      have been offered and sold to investors. 

     

    “Offering”
means
      the initial public offering of the Common Units contemplated by the Registration
      Statement. 

    
      

  3









    

    “Operating
      Agreement”
means
      the Amended and Restated Operating Agreement of Atlas Energy dated of even
      date
      herewith by and among Atlas America, Inc. and the members party thereto, as
      amended from time to time. 

     

    “Person”
means
      an individual, corporation, partnership (limited or general), limited liability
      company, trust, joint stock company, unincorporated association or other legal
      entity. 

     

    “Registration
      Statement”
means
      the registration statement on Form S-1 filed with the U.S. Securities and
      Exchange Commission by Atlas Energy (File No. 333-136094). 

     

    “Toxic
      Tort”
means
      a
      claim or cause of action arising from personal injury or property damage
      incurred by the plaintiff that is alleged to have been caused by exposure to,
      or
      contamination by, Hazardous Substances that have been released into the
      environment by or as a result of the actions or omissions of the defendant.
      

     

    “Underwriters”
means
      those of the underwriting syndicate as referenced in the Underwriting Agreement
      between UBS Securities LLC, as representative of the Underwriters, and Atlas
      Energy, dated as of December 12, 2006. 

     

    ARTICLE
      II

    CONTRIBUTION
      AND DISTRIBUTION TRANSACTIONS

     

    Section
      2.1 Contribution
      by Atlas America to Energy Operating. 

     

    (a)
      Contribution.
      Atlas
      America hereby grants, contributes, conveys, bargains, assigns, transfers,
      sets
      over and delivers to Energy Operating, its successors and assigns, for its
      and
      their own use forever, all right, title and interest of Atlas America in and
      to
      all of the Assets and all of the Equity Interests (together with the Assets,
      the
“Transferred
      Assets”),
      subject to encumbrances that do not materially adversely affect the value of
      the
      Transferred Assets or the ability of the Atlas Energy Group to own and operate
      the Transferred Assets in substantially the same manner as they were operated
      immediately prior to the Closing Date, in exchange for (i) 30,301,746 Common
      Units, (ii) 748,456 Class A Units, (iii) the Management Incentive Interests
      and
      (iv) the right to receive $121,730,000, in part as a reimbursement of certain
      capital expenditures made with respect to the Transferred Assets. 

     

    TO
      HAVE
      AND TO HOLD all of such right, title and interest in the Transferred Assets
      unto
      Energy Operating, its successors and assigned, together with all and singular
      rights and appurtenances thereto in anywise belonging, subject, however, to
      the
      terms and conditions stated in this Contribution Agreement, and in such
      instruments of conveyance forever. 

     

    (b)
      Assumed
      Liabilities.
      Subject
      to Section 2.1(c), Energy Operating hereby irrevocably and absolutely assumes,
      agrees to perform, and when due, pay and discharge, only the obligations and
      liabilities relating to the Transferred Assets which accrue on or after the
      Closing Date and only to the extent such obligations and liabilities are not
      overdue or delinquent on the Closing Date without regard to any grace period
      and
      without the occurrence of any increase in amounts due (the “Assumed
      Liabilities”);provided,
  however, that said assumption and agreement to assume the Assumed Liabilities
  shall not (i) increase the obligation of Energy Operating with respect to the
  Assumed Liabilities beyond that of Atlas America, (ii) waive any valid defense
  that was available to Atlas America with respect to the Assumed Liabilities
  or (iii) enlarge any rights or remedies of any third party under any of the
  Assumed Liabilities. 

    
      

  4









    




     

    (c)
      Prorations.
      All
      obligations and liabilities assumed by Energy Operating under this Contribution
      Agreement that relate to both periods of time prior to the Closing Date and
      periods of time from and after the Closing Date shall be prorated as of the
      close of business on the Closing Date, whether or not such adjustment would
      normally be made as of such time. It is the intention of the Parties that Energy
      Operating should operate the Business and the Transferred Assets for its own
      account from and after the Closing Date. 

     

    Section
      2.2 Contribution
      by Atlas America to Atlas Management.
      Atlas
      America hereby grants, contributes, conveys, bargains, assigns, transfers,
      sets
      over and delivers to Atlas Management, its successors and assigns, for its
      and
      their own use forever, all right, title and interest of Atlas America in and
      to
      (i) 748,456 Class A Units and (ii) the Management Incentive Interests.


     

    Section
      2.3 General
      Provisions Relating to Assumption of Liabilities.
      Notwithstanding anything to the contrary contained in this Agreement including
      the terms and provisions of this Article II, none of the Parties shall be deemed
      to have assumed, and none of the Transferred Assets have been or are being
      contributed subject to, (a) any liens or security interests securing consensual
      indebtedness covering any of the Transferred Assets, except for encumbrances
      permitted by this Contribution Agreement, and all such liens and security
      interests shall be deemed to be excluded from the assumptions of liabilities
      made under this Article II or (b) any of the liabilities covered by the
      indemnities set forth in this Contribution Agreement to the extent such
      liabilities are covered by such indemnities, and all such liabilities shall
      be
      deemed to be excluded from the assumptions of liabilities made under this
      Article II to the extent that such liabilities are covered by such indemnities.
      

     

    Section
      2.4 Public
      Cash Contribution.
      The
      Parties acknowledge a capital contribution by the public through the
      Underwriters to Atlas Energy of $132,825,000 in cash ($123,530,413 after the
      Spread of $8,298,400 and the structuring fee of $996,187) in exchange for
      6,325,000 Common Units. 

     


Section
  2.5 Specific
  Conveyances.
  To further evidence the contributions and conveyances of the Transferred Assets,
  each party making such contribution and conveyances may have executed and delivered
  to the party receiving such contribution certain conveyance, assignment and
  bill of sale instruments (the “Specific Conveyances”). The
  Specific Conveyances shall evidence and perfect such sale and contribution made
  by this Contribution Agreement and shall not constitute a second conveyance
  of any assets or interests therein and shall be subject to the terms of this
  Contribution Agreement. 

     


Section
  2.6 Payment
  of Transaction Expenses by Atlas Energy.
  The Parties acknowledge (a) the payment by Atlas Energy, in connection with
  the transactions contemplated hereby, of estimated transaction expenses in the
  amount of $1.8 million (exclusive of the
  Spread and the structuring fee) and (b) the distribution by Atlas Energy of
  $121,730,000 to Atlas America, in part as a reimbursement of certain capital
  expenditures incurred with respect to the Transferred Assets.

     

	      

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    Section
      2.7 Issuance
      of New Certificates.
      At the
      Closing, Atlas Energy shall issue to each of Atlas America and Atlas Management
      a certificate or certificates, which may be held in book entry form,
      representing the number of Common Units and Class A Units to be issued to each
      of them pursuant to this Article II. Each such certificate shall be registered
      in the name of the Person or Persons specified by the recipient thereof to
      Atlas
      Energy in writing at least two Business Days prior to the Closing. 

     

    Section
      2.8 Certificate
      Legends.
      The
      certificates evidencing the Common Units and Class A Units shall bear a legend
      substantially in the form set forth below and containing such other information
      as Atlas Energy may deem necessary or appropriate: 

     

    
      
        
          THE
            SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
            ACT
            OF 1933,
            AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES
            NOR ANY
            INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
            DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
            SUCH
            ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE
            OPINION OF
            COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
            TO
            COUNSEL FOR THIS COMPANY, IS AVAILABLE.

        

      

       

    

    ARTICLE
      III

    GATHERING
      AGREEMENT

     

    Section
      3.1 Assumption
      of Obligations by Atlas America.
      Atlas
      America hereby expressly assumes, for itself and its successors and assigns,
      the
      obligations of each of the Atlas Energy, Energy Operating and the Subsidiaries,
      as they may appear, to timely pay gathering fees to APL under Article 7 and
      8 of
      the Gathering Agreement accruing from and after the Closing Date and agrees
      to
      keep, perform and observe all of the covenants and conditions contained therein
      on the part of any of them to be kept, performed and observed from and after
      the
      Closing Date. 

     

    Section
      3.2 Assignment
      by Atlas Energy.
      Each of
      Atlas Energy and Energy Operating, on their own behalf and on behalf of the
      Subsidiaries, hereby irrevocably assigns, sets over, transfers and conveys
      to
      Atlas America all of the right, title and interest of any of them in and to
      all
      of the gathering fees (i) accruing to any of them from the Investment Programs
      or (ii) attributable to the production interest of Atlas Energy, Energy
      Operating or any of the Subsidiaries for gas gathered from and after the Closing
      Date pursuant to the Gathering Agreement (the “Assigned
      Amounts”).
      Each
      of Atlas Energy and Energy Operating shall pay, and shall cause each of the
      Subsidiaries to pay, the Assigned Amounts to Atlas America within 15 Business
      Days after the end of the month in which received by them. 

     

    
      
        

    6








    
  

    

    ARTICLE
      IV

    ADDITIONAL
      TRANSACTIONS

     


Section
  4.1 Over-Allotment
  Option.
  The Parties acknowledge that the Underwriters exercised their option to purchase
  additional Common Units (the “Option”) in whole and that
  the public, through the Underwriters, contributed additional cash of $19,923,750
  in cash ($18,529,562 after the Spread of $1,244,760 and the structuring fee
  of $149,428) to Atlas Energy in exchange for an additional 948,750 Common Units.
  

     

    Section
      4.2 Redemption
      of Common Units by Atlas Energy.
      The
      Parties acknowledge that Atlas Energy will use the net proceeds from the
      issuance of the additional Common Units pursuant to the exercise of the Option
      to redeem 948,750 Common Units from Atlas America at a redemption price equal
      to
      the same net price received by Atlas Energy from the Underwriters. 

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      5.1 Representations
      and Warranties of Atlas America.
      Atlas
      America hereby represents and warrants to Atlas Energy and Energy Operating
      as
      follows as of the date of this Contribution Agreement: 

     

    (a)
      Status
      of Atlas America.
      Atlas
      America has been duly incorporated and is validly existing and in good standing
      under the laws of the State of Delaware, with all corporate power and authority
      necessary to own or hold its properties and conduct the businesses in which
      it
      is engaged and to execute and deliver this Contribution Agreement and to
      consummate the transactions contemplated hereby. 

     

    (b)
      Title
      to Subsidiaries.
      Atlas
      America owns 100% of the issued and outstanding equity interests in the
      Subsidiaries; the Subsidiaries own 100% of the issued and outstanding equity
      interests in their subsidiaries as set forth on Schedule
      1;
      and all
      such equity interests have been duly authorized and validly issued in accordance
      with the charter documents of the relevant entity, and Atlas America and the
      Subsidiaries own their respective equity interests free and clear of all liens,
      claims, options, charges, encumbrances or restrictions of any kind. There are
      no
      outstanding warrants, options, agreements, convertible or exchangeable
      securities, phantom stock or other commitments pursuant to which any Subsidiary
      or any of their subsidiaries is or may become obligated to issue, sell,
      purchase, return or redeem any shares of capital stock or other securities
      and
      no equity securities of any Subsidiary or any of their subsidiaries are reserved
      for issuance for any purpose. 

     


(c)
  Corporate
  Action/Enforceability.
  All corporate action required to be taken by Atlas America or any of its securityholders
  for the authorization, execution and delivery of this Contribution Agreement
  and the consummation of the transactions contemplated by this Contribution Agreement
  and the Pre-Closing Actions have been validly taken. This Contribution Agreement
  constitutes the valid and binding obligations of Atlas America, enforceable
  in accordance with its terms except as such enforceability may be limited by
  applicable bankruptcy or other similar laws affecting the rights and remedies
  of creditors generally as well as by general principles of equity (regardless
  of whether such enforceability is considered in a proceeding in equity or at
  law).

     

    
      
        

    7









      

    

    

    (d)
      Conflicts.
      None of
      the (i) the execution, delivery and performance of this Contribution Agreement
      by Atlas America, or (ii) consummation of the transactions contemplated hereby
      and the Pre-Closing Actions by Atlas America (A) conflicts or will conflict
      with
      or constitutes or will constitute a violation of Atlas America’s or any member
      of the Atlas Energy Group’s certificate of incorporation, bylaws or other
      organizational documents, (B) conflicts or will conflict with or constitutes
      or
      will constitute a breach or violation of, or a default (or an event that, with
      notice or lapse of time or both, would constitute such a default) under, any
      indenture, mortgage, deed of trust, loan agreement, lease or other agreement
      or
      instrument to which Atlas America or any member of the Atlas Energy Group is
      a
      party or by which Atlas America’s or any member of the Atlas Energy Group’s
      properties may be bound, (C) violates or will violate any statute, law or
      regulation or any order, judgment, decree or injunction of any Authority having
      jurisdiction over Atlas America or any member of the Atlas Energy Group or
      any
      of their respective properties or assets, or (D) results or will result in
      the
      creation or imposition of any lien, charge or encumbrance upon any property
      or
      assets of Atlas America or any member of the Atlas Energy Group, which
      conflicts, breaches, violations, defaults or liens, in the case of clauses
      (B)
      or (D), would, individually or in the aggregate, have a material adverse effect
      on (i) the transactions contemplated hereby or (ii) the ownership and use by
      Atlas Energy, Energy Operating and the Subsidiaries of the Atlas Energy Assets
      at or after the Closing Date (a “Material
      Adverse Effect”).
      

     

    (e)
      Consents.
      No
      permit, consent, approval, authorization, order, registration, filing or
      qualification of or with any Authority having jurisdiction over Atlas America,
      any member of the Atlas Energy Group or any of their respective properties
      or by
      any other third party is required in connection with (i) the execution, delivery
      and performance of this Contribution Agreement by Atlas America, or (ii) the
      consummation by Atlas America of the transactions contemplated by this
      Contribution Agreement and the Pre-Closing Actions, except for such consents
      that have been obtained or as to which the lack thereof is not reasonably likely
      to have a Material Adverse Effect. 

     

    (f)
      Title
      to Property.
      Upon
      Closing, one or more members of Atlas Energy Group will have: 

     

     


(i)(A)
  good and defensible title to the producing oil and gas property interests (including
  the wells and the working and net revenue interests attributable thereto) (the
  “Wells”)
  included in the Atlas America reserve report, dated March 31, 2006, included
  in Registration Statement (the “Reserve
  Report”),
  subject only to encumbrances that do not materially adversely affect the value
  of such oil and gas property interests or the ability of the Atlas Energy Group
  to operate such oil and gas property interests in substantially the same manner
  as they were operated immediately prior to the Closing Date and (B) good and
  defensible title to each oil and gas lease as to which proved undeveloped reserves
  were included in the Reserve Report (the “Leases”),
  subject only to encumbrances that do not materially adversely affect the value
  of any such Lease or, in the event that the Atlas Energy Group does not have
  good and defensible title to such Lease (each, a “Defective
  Lease”),
  then (1) the Atlas Energy Group has good and defensible title to an oil and
  gas lease as to which no reserves were indicated therefor in the Reserve Report
  (each, a “Substitute
  Lease”),
  (2) one or more drilling locations have been identified for such Substitute
  Lease as of the date hereof, (3) the Atlas Energy Group has a reasonable expectation
  that it will drill a well on one or more of such drilling locations on the Substitute
  Lease within the 24 months following the date hereof, (4) the Atlas Energy Group
  has a reasonable expectation that the wells expected to be drilled at such locations
  on the Substitute Lease within such 24-month period are generally comparable
  in reserve potential to the reserves assigned to such Defective Lease in the
  Reserve Report and in costs and (5) such Substitute Lease is not and has not
  been otherwise utilized for purposes of this clause (B) with respect to another
  Defective Lease;

    
       

      
        

    8








    
  

    




    (ii)
      good
      title to the general partner interests and the limited partner interests in
      the
      Investment Programs as set forth on Schedule
      5.1(f)(ii);

     

    (iii)
      good and marketable title in fee to all real property and interests in real
      property purported to be owned in fee by any of them other than the Leases
      and
      Wells (individually, a “Owned
      Property”)
      as set
      forth on Schedule
      5.1(f)(iii);
      

     

    (iv)
      good
      title to the leasehold estates in all real property, personal property and
      interests in such property purported to be leased by any of them other than
      the
      Leases and Wells (individually, a “Leased
      Property”)
      as set
      forth on Schedule
      5.1(f) (iv);

     

    (v)
      good
      title to all equipment, fixtures and other personal property purported to be
      owned by any of them other than the Wells; and

     

    (vi)
      valid and indefeasible easement rights or fee ownership interests in and to
      the
      lands on which any Atlas Energy Asset is located as of the Closing
      Date;

     

    (in
      each
      case) subject only [to matters contained in the instruments of conveyance
      covering the Transferred Assets to evidence such contribution and conveyance
      and] to encumbrances and defects that do not materially adversely affect the
      value of the Atlas Energy Assets or the ability of the Atlas Energy Group to
      own
      and operate the Atlas Energy Assets in substantially the same manner as they
      were operated immediately prior to the Closing Date. Except as would not
      reasonably be expected to have a Material Adverse Effect, the Leases and all
      of
      the leases for the Leased Property are valid and in full force and effect,
      and
      there does not exist any default or event that with notice or lapse of time,
      or
      both, would constitute a default by any of Atlas America, or any member of
      the
      Atlas Energy Group under any of them, and to the knowledge of Atlas America,
      there does not exist any default or event that with notice or lapse of time,
      or
      both, would constitute a default by any other party under any of them.


    
       

      
        

    9








    
  

    

    (g)
      Equipment
      and Improvements.
      The
      equipment and improvements located on the Leases (or lands pooled therewith),
      Owned Property and Leased Property are in compliance with all applicable laws
      and orders, and are in reasonable and serviceable condition and repair, normal
      wear and tear excepted, except for any such non-compliance which would not
      reasonably be expected to have a Material Adverse Effect. Neither the Owned
      Property or the Leased Property nor the use or occupancy thereof by Atlas
      America or any member of the Atlas Energy Group violates in any way any
      applicable laws, orders, permits, covenants, conditions and restrictions,
      whether federal, state, local or, to Atlas America’s knowledge, private, except
      for any such violation which would not reasonably be expected to have a Material
      Adverse Effect. 

     

    (h)
      Intellectual
      Property.
      Schedule
      5.1(h)
      contains
      a true and complete list and brief description of all patents, trademarks,
      service marks, trade names, and copyrights (whether or not such trademarks,
      trade names, service marks and copyrights are registered), and all pending
      applications therefor, if any, owned by any member of the Atlas Energy Group
      or
      in which any member of the Atlas Energy Group has any rights or licenses. No
      other patents, trademarks, trade names, service marks or copyrights are
      reasonably necessary for the conduct of the Business in substantially the same
      manner as presently operated. To Atlas America’s knowledge, there is no
      infringement or alleged infringement by any person of any such trademark,
      service mark, trade name, copyright or patent. Neither Atlas America nor any
      member of the Atlas Energy Group has received any notice from any person
      alleging any of them is infringing upon, and, to Atlas America’s knowledge, none
      of Atlas America or any member of the Atlas Energy Group has infringed and
      is
      not now infringing on, any trademark, service mark, trade name, copyright or
      patent belonging to any other person. 

     

    (i)
      Compliance
      with the Laws.
      Atlas
      America and the members of the Atlas Energy Group have complied with all, and
      are not in violation of any, applicable laws, permits and orders (including,
      any
      applicable building, zoning, environmental protection, water use or law,
      ordinance, or regulation) affecting the ownership or operation of the Business
      or the Transferred Assets, except for any such non-compliance or violation
      which
      would not reasonably be expected to have a Material Adverse Effect.


     

    (j)
      Environmental.
      

     

    (i)
      Definitions.
      For
      purposes of this Contribution Agreement, the following terms shall have the
      following meanings:

     


(A)
  The term “Environmental
  Law(s)”
  means each and every law, statute, rule, regulation, order, permit, or similar
  requirement of each and every Authority and common law now or hereinafter in
  effect, pertaining to protection of the environment, including (1) the protection
  of human health, safety, the environment, natural resources and wildlife or
  (2) the management, manufacture, possession, presence, use, generation, transportation,
  treatment, storage, disposal, Release, threatened Release, abatement, removal,
  remediation or handling of, or exposure to, any Hazardous Substance, including
  the Superfund Amendments Reauthorization Act and the Resource Conservation and
  Recovery Act or (3) pollution, including, as amended, CERCLA, the Solid Waste
  Disposal Act, 42 U.S.C. Section 6901 et
  seq.,
  the Clean Air Act, 42 U.S.C. Section 7401 et
  seq.,
  the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water
  Act, the Hazardous Materials Transportation Act and the Federal Water Pollution
  Control Act, 33 U.S.C. Section 1251, et
  seq. 

    
       

      
        

    10








    
  

    

    (B)
      The
      term “Hazardous
      Substance”
means
      any substance which is (1) designated, classified or defined as a hazardous
      substance, hazardous material, hazardous waste, pollutant or contaminant under
      any Environmental Laws, (2) a petroleum hydrocarbon, including crude oil or
      any
      fraction thereof, (3) hazardous, toxic, corrosive, flammable, explosive,
      infectious, radioactive or carcinogenic or (4) regulated pursuant to any
      Environmental Laws. 

     

    (C)
      The
      term “Release”
means
      any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, or disposing into the environment
      (including the abandonment or discarding of barrels, containers, and other
      receptacles containing any Hazardous Substance). 

     

    (ii)
      Compliance
      with Environmental Laws.
      Except
      as would not reasonably be expected to have a Material Adverse Effect, Atlas
      America, with respect to the Assets, and each member of the Atlas Energy Group
      have been and are in compliance with all applicable Environmental Laws, and
      there has been and is no liability against Atlas America or any member of the
      Atlas Energy Group under any applicable Environmental Laws. None of Atlas
      America or any member of the Atlas Energy Group has any knowledge of any facts
      or circumstances concerning any alleged violation or liability arising under
      any
      Environmental Law with respect to the Owned Property, the Leased Property,
      the
      Leases (or any lands pooled therewith), the Wells or the Business. 

     

    (iii)
      No
      Release of Hazardous Substances.
      Except
      in accordance with applicable Environmental Laws or as would not reasonably
      be
      expected to have a Material Adverse Effect, there has been no Release or
      threatened Release by any member of the Atlas Energy Group or, with respect
      to
      the Assets, Atlas America, or, to Atlas America’s knowledge, by any other person
      of any Hazardous Substance existing on, beneath or from the surface, subsurface,
      ground water, sediment, rivers or other bodies of water associated with the
      Owned Property, the Leased Property, the Leases (or any lands pooled therewith)
      or the Wells. 

     


(iv)
  Permits.
  Except as would not reasonably be expected to have a Material Adverse Effect,
  all permits required by or issued pursuant to any Environmental Law for the
  ownership, use or operation of the Owned Property, the Leased Property, the
  Leases or the Wells by any of Atlas America, or any member of the Atlas Energy
  Group have been obtained in a timely manner and are presently maintained in
  full force and effect. The operations of Atlas America, and any member of the
  Atlas Energy Group are in material compliance with all terms and conditions
  of such Permits. None of Atlas America or any member of the Atlas Energy Group
  has received any notice or other communication and has any knowledge of any
  facts or circumstances concerning any alleged violation of any such Permits.
  

    
       

      
        

    11








    
  



    (v)
      No
      Proceedings.
      There
      exists no Order, notice of violation, nor any suit, claim, proceeding, citation,
      directive, summons, investigation, information request or other notice pending
      or, to the knowledge of Atlas America, threatened pursuant to any Environmental
      Law relating to (A) any of Atlas America’s or any member of the Atlas Energy
      Group’s ownership, lease, occupation or use of the Owned Property, the Leased
      Property, the Leases (or any lands pooled therewith) or the Wells, (B) any
      alleged violation of, or liability under, any Environmental Law by any of Atlas
      America or any member of the Atlas Energy Group, or (C) to Atlas America’s
      knowledge, the suspected presence, Release or threatened Release of any
      Hazardous Substance on, under, in or from the surface, subsurface, groundwater,
      sediment, rivers or other bodies of water associated with the Owned Property,
      the Leased Property, the Leases (or lands pooled therewith) or the Wells, nor
      does there exist any valid basis for any such Order, suit, claim, proceeding,
      citation, directive, summons investigation, information request, notice of
      violation, or other notice. 

     

    (k)
      Material
      Contracts.
      Excluding any Leases and except as set forth in Schedule
      5.1(k),
      none of
      the Atlas Energy Group and, to the knowledge of Atlas America, no other party
      is
      in material breach or default of any material contract included within the
      Atlas
      Energy Assets, including any material contract of any of the Atlas Energy Group.
      

     

    (l)
      No
      Suspense.
      Except
      as set forth in Schedule
      5.1(l),
      to the
      knowledge of Atlas America, proceeds from the sale of all oil, condensate and
      gas produced from the Atlas Energy Assets are being received by a member of
      the
      Atlas Energy Group and are not being held in suspense by a third party for
      any
      reason. Schedule 5.1(l) also lists all the amounts held in suspense by Atlas
      America or any member of the Atlas Energy Group with respect to any oil and
      gas
      proceeds attributable to their respective properties and assets. 

     


(m)
  Imbalances.
  Except as set forth in Schedule
  5.1(m),
  there exists no imbalance regarding production taken or marketed from any Lease
  in which any member of the Atlas Energy Group has an interest or which is included
  in the Assets (or from lands pooled with any such Lease) which could result
  in (i) a portion of any member of the Atlas Energy Group’s interest in
  production therefrom (in the case of any Lease) to be taken or delivered from
  or after the Closing Date without such entity receiving payment therefor and
  at the price it would have received absent such imbalance; (ii) any such entity
  being obligated to make payment to any person or entity as a result of such
  imbalance; or (iii) production being shut-in or curtailed from or after the
  Closing Date due to non-compliance with allowables, production quotas, proration
  rules, or similar orders or regulations of Authorities; and no such entity will
  be obligated, by virtue of any prepayment arrangement, take-or-pay agreement,
  or similar arrangement, to deliver hydrocarbons produced from the Atlas Energy
  Assets at some future time without then receiving full payment therefor.

    
       

      
        

    12








    
  

    

    (n)
      Transfer
      Restrictions.
      Except
      as set forth in Schedule
      5.1(n),
      there
      are no preferential rights of purchase that are applicable to the transactions
      contemplated hereby. 

     

    (o)
      Seismic
      Data.
      No fees
      will be due and owing in connection with the transactions contemplated hereby
      under any agreement covering any seismic records, shot points, field notes,
      interpretations, and geological and geophysical information held by Atlas
      America or any member of the Atlas Energy Group. 

     

    (p)
      Plugging
      and Abandonment Obligations.
      Except
      as set forth in Schedule
      5.1(p),
      there
      are no Wells located any of the Leases (or lands pooled therewith) in which
      Atlas America or any member of the Atlas Energy Group has an interest where
      such
      entity is currently required by law or contract to plug and abandoned.


     

    (q)
      Royalties
      and Rentals.
      Except
      for revenues which are being suspended in accordance with applicable law and
      except to the extent not reasonably likely to have a Material Adverse Effect,
      all royalties, excess royalties, overriding royalty interests, net profit
      interests, production payments, and other interests burdening production from
      or
      attributable to the Atlas Energy Assets have been properly and timely paid.
      

     

    ARTICLE
      VI

    FURTHER
      ASSURANCES

     

    Section
      6.1 Further
      Assurances.
      (a) From
      time to time from and after the date of this Contribution Agreement, and without
      any further consideration, the Parties agree to execute, acknowledge and deliver
      all such additional deeds, assignments, bills of sale, conveyances, instruments,
      notices, releases, acquittances and other documents, and will do all such other
      acts and things, all in accordance with applicable law, as may be necessary
      or
      appropriate (i) more fully to assure that the applicable Parties own all of
      the
      properties, rights, titles, interests, estates, remedies, powers and privileges
      granted by this Contribution Agreement, or which are intended to be so granted,
      or (ii) more fully and effectively to vest in the applicable Parties and their
      respective successors and assigns beneficial and record title to the interests
      contributed and assigned by this Contribution Agreement or intended so to be,
      including the Assets and to more fully and effectively carry out the purposes
      and intent of this Contribution Agreement. 

     

    (b)
      Within a reasonable time after the date of this Contribution Agreement, and
      without any further consideration, Atlas America agrees to cause to be delivered
      to Atlas Energy true and complete executed copies of (i) all the agreements
      of
      limited partnership of the Investment Programs, (ii) all the drilling operating
      agreements of the Investment Programs and (iii) any other material agreements
      to
      which any of the Investment Programs is a party (collectively, the “Investment
      Program Documents”),
      in
      the case of each of clauses (i) through (iii), that were not executed or made
      available to Atlas Energy as of the date of this Contribution Agreement.


    
       

      
        

    13








    
  

    

    Section
      6.2 Other
      Assurances.
      From
      time
      to time after the date of this Contribution Agreement, and without any further
      consideration, each of the Parties shall execute, acknowledged and deliver
      all
      such additional instruments, notices and other documents, and will do all such
      other acts and things, all in accordance with applicable law, as may be
      necessary or appropriate to more fully and effectively carry out the purposes
      and intent of this Contribution Agreement. Without limiting the generality
      of
      the foregoing, the Parties acknowledge that the Parties have used their good
      faith efforts to identify all the assets being contributed to the Atlas Energy
      Group as required in connection with the Offering. However, due to the age
      of
      some of those assets or the difficulties in locating appropriate data with
      respect to some of the assets, it is possible that assets intended to be
      contributed to the Atlas Energy Group were not identified and therefore are
      not
      included in the Assets. It is the express intent of the Parties that the Atlas
      Energy Group will own all assets of the Business as of the Closing Date and
      as
      described in the Registration Statement. To the extent any assets were not
      identified but are necessary to the operation of assets that were identified,
      then the intent of the Parties is that all such unidentified assets are intended
      to be conveyed to the appropriate members of the Atlas Energy Group. To the
      extent such assets are identified at a later date, the Parties shall take the
      appropriate actions required in order to convey all such assets to the
      appropriate members of the Atlas Energy Group. Likewise, to the extent that
      assets are identified at a later date that were not intended by the Parties
      to
      be conveyed as reflected in the Registration Statement, the Parties shall take
      the appropriate actions required in order to convey all such assets to the
      appropriate party. 

     

    ARTICLE
      VII

    INDEMNIFICATION

     

    Section
      7.1 Survival
      of Representations and Warranties.
      The
      representations and warranties of Atlas America contained in Section 5.1 shall
      survive the Closing; provided that those contained in Section 5.1(f)(i) shall
      expire three years following the Closing Date; those contained in Section 5.1(b)
      shall survive indefinitely; and all others shall expire one year following
      the
      Closing Date. 

     

    Section
      7.2 Environmental
      Indemnification.
      Atlas
      America shall indemnify, defend and hold harmless the Atlas Energy Group for
      a
      period of one year after the Closing Date from and against environmental and
      Toxic Tort losses (including economic losses, diminution in value suffered
      by
      third parties, and lost profits), damages, injuries (including personal injury
      and death), liabilities, claims, demands, causes of action, judgments,
      settlements, fines, penalties, costs, and expenses (including court costs and
      reasonable attorney’s and expert’s fees) of any and every kind or character,
      known or unknown, fixed or contingent, suffered or incurred by the Atlas Energy
      Group or any third party by reason of or arising out of: 

     

    (a)
      any
      violation or correction of violation of Environmental Laws associated with
      the
      ownership or operation of the Atlas Energy Assets, or

     


(b)
  any event or condition associated with ownership or operation of the Transferred
  Assets (including the presence of Hazardous Substances on, under, about or migrating
  to or from the Atlas Energy Assets or the disposal or release of Hazardous Substances
  generated by operation of the Atlas Energy Assets at non-Atlas Energy Asset
  locations) including (i) the cost and expense of any investigation, assessment,
  evaluation, monitoring, containment, cleanup, repair, restoration, remediation,
  or other corrective action required or necessary under Environmental Laws, (ii)
  the cost or expense of the preparation and implementation of any closure, remedial,
  corrective action, or other plans required or necessary under Environmental
  Laws, and (iii) the cost and expense for any environmental or Toxic Tort pre-trial,
  trial, or appellate legal or litigation support work;

    
       

      
        

    14








    
  



    but
      only
      to the extent that such violation complained of under Section 7.2(a) or such
      events or conditions included under Section 7.2 (b) occurred or existed before
      the Closing Date (collectively, “Covered
      Environmental Losses”).
      

     

    Section
      7.3 Limitations
      Regarding Environmental Indemnification.
      The
      aggregate liability of Atlas America in respect of all Covered Environmental
      Losses under Section 7.2 shall not exceed $25,000,000 and Atlas America will
      not
      have any obligation under Section 7.2 until the Covered Environmental Losses
      of
      the Atlas Energy Group exceed $500,000. 

     

    Section
      7.4 Indemnification
      by Atlas America.
      In
      addition to and not in limitation of the indemnification provided under Sections
      7.2, Atlas America shall indemnify, defend and hold harmless each member of
      the
      Atlas Energy Group and such member’s directors, officers, members, employees and
      representatives from and against any losses, damages, liabilities, claims,
      demands, causes of action, judgments, settlements, fines, penalties, costs
      and
      expenses (including court costs and reasonable attorney’s fees and expert’s
      fees) of any and every kind and character, known or unknown, fixed or
      contingent, suffered or incurred by the Atlas Energy Group (“Losses”),
      insofar as such Losses arise out of or are based upon: 

     

    (a)
      a
      breach of the representations and warranties of Atlas America set forth in
      Section 5.1 hereof;

     

    (b)
      the
      failure of Atlas America to perform its obligations under Section 3.1 after
      the
      Closing Date; 

     

    (c)
      currently pending legal actions against the Atlas America and its
      subsidiaries;

     

    (d)
      all
      federal, state and local income tax liabilities attributable to the operation
      of
      the Transferred Assets prior to the Closing Date, including any such income
      tax
      liabilities of Atlas America and its subsidiaries that may result from the
      consummation of the formation transactions for the Atlas Energy Group and Atlas
      Management; or

     

    (e)
      the
      failure of Atlas America and its subsidiaries to execute, deliver and provide
      to
      Atlas Energy the Investment Program Documents. 

     

    Section
      7.6 Indemnification
      by Atlas Energy.
      Atlas
      Energy and Energy Operating, jointly and severally, shall indemnify, defend
      and
      hold harmless Atlas America and such entity’s directors, officers, members,
      employees and representatives from and against all Losses (including court
      costs
      and reasonable attorney’s and expert’s fees) of any and every kind or character,
      known or unknown, fixed or contingent, suffered or incurred by Atlas America
      insofar as such Losses arise out of or are based upon: 

     

    (a)
      the
      Assumed Liabilities, unless such indemnification would not be permitted under
      the Operating Agreement; or

    
       

      
    (b)
      the
      failure of Atlas Energy to perform its obligations under Section 3.2 after
      the
      Closing Date. 

        

    15








    
  

    

     

    Section
      7.7 Indemnification
      Procedure. 

     

    (a)
      The
      indemnified party agrees that within a reasonable period of time after it
      becomes aware of facts giving rise to a claim for indemnification under this
      Article VII, it will provide notice thereof in writing to the indemnifying
      party, specifying the nature of and specific basis for such claim. 

     

    (b)
      The
      indemnifying party shall have the right to control, at its sole cost and
      expense, all aspects of the defense of (and any counterclaims with respect
      to)
      any claims brought against the indemnified party that are covered by the
      indemnification under this Article VII, including the selection of counsel,
      determination of whether to appeal any decision of any Authority and the
      settling of any such matter or any issues relating thereto; provided, however,
      that no such settlement shall be entered into without the consent of the
      indemnified party (which consent shall not be unreasonably withheld), with
      the
      concurrence of the Conflicts Committee of Atlas Energy in the case of the Atlas
      Energy Group, unless it includes a full release of the indemnified party from
      such matter or issues, as the case may be. 

     

    (c)
      The
      indemnified party agrees to cooperate fully with the indemnifying party, with
      respect to (i) its pursuit of insurance coverage or recoveries with respect
      to
      the claims covered by the indemnification and (ii) all aspects of the defense
      of
      any claims covered by the indemnification, including the prompt furnishing
      to
      the indemnifying party of any correspondence or other notice relating thereto
      that the indemnified party may receive, permitting the name of the indemnified
      party to be utilized in connection with such defense, the making available
      to
      the indemnifying party of any files, records or other information of the
      indemnified party that the indemnifying party considers relevant to such defense
      and the making available to the indemnifying party of any employees,
      representatives or agents of the indemnified party; provided, however, that
      in
      connection therewith the indemnifying party agrees to use reasonable efforts
      to
      minimize the impact thereof on the operations of the indemnified party and
      further agrees to maintain the confidentiality of all files, records, and other
      information furnished by the indemnified party. In no event shall the obligation
      of the indemnified party to cooperate with the indemnifying party as set forth
      in the immediately preceding sentence be construed as imposing upon the
      indemnified party an obligation to hire and pay for counsel in connection with
      the defense of any claims covered by the indemnification; provided, however,
      that the indemnified party may, at its own option, cost and expense, hire and
      pay for counsel in connection with any such defense. The indemnifying party
      agrees to keep any such counsel hired by the indemnified party informed as
      to
      the status of any such defense, but the indemnifying party shall have the right
      to retain sole control over such defense. 

     

    (d)
      The
      date on which written notification of a claim for indemnification is received
      by
      the indemnifying party shall determine whether such claim is timely made.


    
       

      
        

16








    
  

    

    (e)
      In
      determining the amount of any loss, cost, damage or expense for which a Person
      is entitled to indemnification under this Contribution Agreement, the gross
      amount of any such indemnification will be reduced by (i) any insurance proceeds
      realized by the indemnified Person, and such correlative insurance benefit
      shall
      be net of any incremental insurance premiums that become due and payable by
      the
      indemnified Person as a result of such claim and (ii) all amounts recovered
      by
      the indemnified Person under contractual indemnities from third Persons.


     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.1 Costs.
      Atlas
      Energy and Energy Operating shall pay all expenses, fees and costs, including
      all sales, use and similar taxes arising out of the contributions, conveyances
      and deliveries to be made hereunder and shall pay all documentary, filing,
      recording, transfer, deed, and conveyance taxes and fees required in connection
      therewith. 

     

    Section
      8.2 Headings;
      References; Interpretation.
      All
      Article and Section headings in this Contribution Agreement are for convenience
      only and shall not be deemed to control or affect the meaning or construction
      of
      any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
      words of similar import, when used in this Contribution Agreement, shall refer
      to this Contribution Agreement as a whole, including all Schedules and Exhibits
      attached hereto, and not to any particular provision of this Contribution
      Agreement. All personal pronouns used in this Contribution Agreement, whether
      used in the masculine, feminine or neuter gender, shall include all other
      genders, and the singular shall include the plural and vice versa. The use
      herein of the word “including” following any general statement, term or matter
      shall not be construed to limit such statement, term or matter to the specific
      items or matters set forth immediately following such word or to similar items
      or matters, whether or not non-limiting language (such as “without limitation”,
“but not limited to”, or words of similar import) is used with reference
      thereto, but rather shall be deemed to refer to all other items or matters
      that
      could reasonably fall within the broadest possible scope of such general
      statement, term or matter. 

     

    Section
      8.3 Successors
      and Assigns.
      The
      Contribution Agreement shall be binding upon and inure to the benefit of the
      Parties and their respective successors and permitted assigns. 

     

    Section
      8.4 No
      Third Party Rights.
      The
      provisions of this Contribution Agreement are intended to bind the Parties
      as to
      each other and are not intended to and do not create rights in any other person
      or confer upon any other person any benefits, rights or remedies and no person
      is or is intended to be a third party beneficiary of any of the provisions
      of
      this Contribution Agreement. 

     

    Section
      8.5 Counterparts.
      This
      Contribution Agreement may be executed in any number of counterparts, all of
      which together shall constitute one agreement binding on the parties hereto.
      

     

    Section
      8.6 Governing
      Law.
      This
      Contribution Agreement shall be governed by, and construed in accordance with,
      the laws of the State of Delaware applicable to contracts made and to be
      performed wholly within such state without giving effect to conflict of law
      principles thereof. 

    
       

      
        

    17








    
  

    

    Section
      8.7 Severability.
      If any
      of the provisions of this Contribution Agreement are held by any court of
      competent jurisdiction to contravene, or to be invalid under, the laws of any
      political body having jurisdiction over the subject matter hereof, such
      contravention or invalidity shall not invalidate the entire Contribution
      Agreement. Instead, this Contribution Agreement shall be construed as if it
      did
      not contain the particular provision or provisions held to be invalid and an
      equitable adjustment shall be made and necessary provision added so as to give
      effect to the intention of the Parties as expressed in this Contribution
      Agreement at the time of execution of this Contribution Agreement. 

     

    Section
      8.8 Amendment
      or Modification.
      This
      Contribution Agreement may be amended or modified from time to time only by
      the
      written agreement of all the Parties; provided, however, that Atlas Energy
      may
      not, without the prior approval of the Atlas Energy conflicts committee, agree
      to any amendment or modification that, in the reasonable discretion of Atlas
      Energy, will adversely affect the holders of Atlas Energy common units. Each
      such instrument shall be reduced to writing and shall be designated on its
      face
      as an Amendment to this Contribution Agreement. 

     

    Section
      8.9 Integration.
      This
      Contribution Agreement and the instruments referenced herein supersede all
      previous understandings or agreements among the Parties, whether oral or
      written, with respect to their subject matter. This document and such
      instruments contain the entire understanding of the Parties with respect to
      the
      subject matter hereof and thereof. No understanding, representation, promise
      or
      agreement, whether oral or written, is intended to be or shall be included
      in or
      form part of this Contribution Agreement unless it is contained in a written
      amendment hereto executed by the parties hereto after the date of this
      Contribution Agreement. 

     

    Section
      8.10 Deed;
      Bill of Sale; Assignment.
      To the
      extent required and permitted by applicable law, this Contribution Agreement
      shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and
      interests referenced herein. 

     

    [signature
      page follows]

    
       

      
        

    18









      

    

    IN
      WITNESS WHEREOF, the parties to this Contribution Agreement have caused it
      to be
      duly executed as of the date first above written. 

    

      
        	 	 	 
	 	
                ATLAS
                  AMERICA, INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
          

          Name:

              
	 	Title:


      

       

      
        	 	 	 
	 	
                
                  ATLAS
                    ENERGY RESOURCES,
                    LLC

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
          

          Name:

              
	 	Title:


      

       

      
        	 	 	 
	 	
                
                  
                    ATLAS
                      ENERGY OPERATING COMPANY, LLC

                  

                

              
	 
 	 
By:
                	 
Atlas
                Energy Resources, LLC, its sole member
	 	 	 
	
              	By:  	
              
	 	
          

          Name:

              
	 	Title:


      

      
        
           

          
            

        19









          

        

        
          SCHEDULE
            1

           

          Subsidiaries
            Contributed

           

          Viking
            Resources, LLC, a Pennsylvania limited liability company 

           

          AIC,
            LLC,
            a Delaware limited liability company 

           

          Subsidiaries:

           

          Atlas
            Energy Ohio, LLC, an Ohio limited liability company 

          Atlas
            Resources, LLC, a Pennsylvania limited liability company 

          Anthem
            Securities, Inc., a Pennsylvania corporation 

           

          Resource
            Energy, LLC, a Delaware limited liability company 

           

          Subsidiaries:
            

           

          REI-NY,
            LLC, a Delaware limited liability company 

          Resource
            Well Services, LLC, a Delaware limited liability company 

           

          Atlas
            Noble, LLC, a Delaware limited liability company 

           

          Atlas
            America, LLC, a Pennsylvania limited liability company 

           

          AER
            Pipeline Construction, Inc., a Delaware corporation 

          
            
               

              
                











              

            

            
              SCHEDULE
                2

               

              Assets
                Contributed


                 

                  
                    	
                            Entity

                          	 	
                            State
                              of 

                            Formation

                          	 	
                            Equity
                              Interest

                          
	
                      

                    	 	
                      

                    	 	
                      

                    
	
                            AIC,
                              LLC

                          	 	
                            DE

                          	 	
                            Membership
                              interest

                          
	
                            Atlas
                              Noble, LLC

                          	 	
                            DE

                          	 	
                            Membership
                              interest

                          
	
                            Atlas
                              America, LLC

                          	 	
                            PA

                          	 	
                            Membership
                              interest

                          
	
                            AER
                              Pipeline Construction, Inc.

                          	 	
                            DE

                          	 	
                            1000
                              shares

                          
	
                            Viking
                              Resources, LLC

                          	 	
                            DE

                          	 	
                            Membership
                              interest

                          
	
                            Resource
                              Energy, LLC

                          	 	
                            DE

                          	 	
                            Membership
                              interest

                          


                  

                  
                    
                       

                      
                        











                      

                    

                    
                      
                        	
                                1.

                              	
                                Gas
                                  Purchase Agreement by and between Northeast Ohio
                                  Gas Marketing, Inc., and
                                  Atlas Energy Group, Inc., Atlas Resources, Inc.
                                  and Resource Energy, Inc.,
                                  dated March 31, 1999 (GS-226); as amended by Assignment
                                  and Novation of
                                  Transactions by FirstEnergy Solutions Corp. (Assignor)
                                  to Amerada Hess
                                  Corporation, effective April 1, 2005 (GS-226) 

                              
	 	 
	
                                2.

                              	
                                Base
                                  Contract for Sale and Purchase of Natural Gas entered
                                  into by and between
                                  Open Flow Gas Supply Corporation and Atlas America,
                                  Inc., dated June 5,
                                  2006 (GS-515) 

                              
	 	 
	
                                3.

                              	
                                Base
                                  Contract for Sale and Purchase of Natural Gas entered
                                  into by and between
                                  Atlas America, Inc. and South Jersey Resources
                                  Group, LLC, dated September
                                  12, 2006 (GS-518) 

                              
	 	 
	
                                4.

                              	
                                Base
                                  Contract for Sale and Purchase of Natural Gas entered
                                  into by and between
                                  Equitable Gas Company, a div. of Equitable Resources,
                                  Inc. and Atlas
                                  America, Inc., dated October 1, 2006 (GS-519) 

                              
	 	 
	
                                5.

                              	
                                Fifth
                                  Amendment to Gas Purchase Agreement by and between
                                  Atlas Energy Group Inc
                                  and WCI Steel dated July 6, 2004 

                              
	 	 
	
                                6.

                              	
                                Exhibit
                                  B dated November 1, 2003 to Gas Purchase Agreement
                                  dated October 1, 2001
                                  by and between Northeast Ohio Natural Gas Corporation
                                  and Atlas Energy
                                  Group (GS-223) 

                              
	 	 
	
                                7.

                              	
                                Agreement
                                  dated as of November 3, 1997 by and between Weinsz
                                  Oil & Gas, Inc.,
                                  and Atlas Energy Group, Inc. 

                              
	 	 
	
                                8.

                              	
                                Operating
                                  Agreement dated as of February 17, 1995 by and
                                  between Atlas Energy Group,
                                  Inc., and D&L Energy, Inc. 

                              
	 	 
	
                                9.

                              	
                                Operating
                                  Agreement dated as of February _____, 1999 by and
                                  between D&L Energy,
                                  Inc., and Atlas Energy Group, Inc.


                              


                      

                    

                  

                

              

            

          

        

      


     

    
      
        
          











        

      

      
        
          	
                  Unit
                    #

                	 	
                  Year

                	 	
                  Make

                	 	
                  Model

                	 	
                  Vin#

                	 	
                  Location

                	 	
                  Department

                
	
                  

                	 	
                  

                	 	
                  

                	 	
                  

                	 	
                  

                	 	
                  

                	 	
                  

                
	
                  346

                	 	
                  2003

                	 	
                  Chevrolet

                	 	
                  1500HD
                    4x4 W.T.

                	 	
                  1GCEK14VX3Z156915

                	 	
                  Deerfield

                	 	
                  Production

                
	
                  348

                	 	
                  2003

                	 	
                  Chevrolet

                	 	
                  1500HD
                    4x4 W.T.

                	 	
                  1GCEK14V03E155148

                	 	
                  Deerfield

                	 	
                  Production

                
	
                  350

                	 	
                  2003

                	 	
                  Chevrolet

                	 	
                  1500HD
                    4x4 W.T.

                	 	
                  1GCEK14V53Z144803

                	 	
                  Deerfield

                	 	
                  Production

                
	
                  356

                	 	
                  2003

                	 	
                  Chevrolet

                	 	
                  1500HD
                    4x4 W.T.

                	 	
                  1GCEK14V73Z261685

                	 	
                  Fayette

                	 	
                  Production

                
	
                  362

                	 	
                  2003

                	 	
                  Chevrolet

                	 	
                  2500HD
                    4x4 W.T.

                	 	
                  1GCHK24U63E312174

                	 	
                  Fayette

                	 	
                  Drilling

                
	
                  364

                	 	
                  2003

                	 	
                  Honda

                	 	
                  TRX-250-4x4
                    ATV

                	 	
                  478TE210334303384

                	 	
                  Deerfield

                	 	
                  Production