Prepared and Filed by St Ives Financial






Exhibit 10(r)


OMNIBUS AGREEMENT DATED DECEMBER 18, 2006 BETWEEN 

ATLAS ENERGY RESOURCES, LLC AND ATLAS AMERICA, INC.






















    OMNIBUS
      AGREEMENT


 

THIS
      OMNIBUS AGREEMENT (this “Omnibus
      Agreement”)
      is
      entered into on, and effective as of December 18, 2006, by and between Atlas
      Energy Resources, LLC, a Delaware limited liability company (“Atlas
      Energy”),
      and
      Atlas America, Inc., a Delaware corporation (“Atlas
      America”).  

     

    In
      consideration of the premises and the covenants, conditions, and agreements
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:  

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.1 Definitions.
      As used
      in this Omnibus Agreement, the following terms shall have the respective
      meanings set forth below or in the recitals above:  

     


“Atlas
  America Entities” means Atlas America and any of its Subsidiaries
  other than Atlas Energy and its Subsidiaries.  

     


“Atlas
  Energy Conflicts Committee” means the “conflicts committee”
  as defined in the LLC Agreement.  

     


“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
  Opportunity” means an opportunity to pursue, purchase or invest in
  a business opportunity with respect to a domestic natural gas or oil production
  or development business that meets at least one of the following criteria:  

     

    (a)
      it
      involves the acquisition of a Subsidiary or  

     

    (b)
      it
      involves an investment in natural gas or oil wells or other natural gas or
      oil
      rights.  

     


“Business
  Opportunity Information” has the meaning set forth in Section 2.1.  

     


“LLC
  Agreement” means the limited liability company agreement of Atlas
  Energy as then currently in effect.  

     


“Losses”
  has the meaning set forth in Section 3.3. 

     

    












     


“Management
  Agreement” means the management agreement of even date herewith between
  Atlas Energy and Atlas Energy Management, Inc., as the same may be amended from
  time to time.  

     


“Person”
  means an individual or a corporation, limited liability company, partnership,
  joint venture, trust, unincorporated organization, association, government agency
  or political subdivision thereof or other entity.  

     


“Subsidiary”
  means:  

     

    (a)
      in
      the case of a corporation, ownership, directly or indirectly, of at least a
      majority of the outstanding shares of stock having ordinary voting power to
      elect a majority of the board of directors of such corporation (irrespective
      of
      whether or not at the time stock of any other class or classes of such
      corporation shall have or might have voting power by reason of the happening
      of
      any contingency); and  

     

    (b)
      in
      the case of a joint venture, limited liability company or partnership, general
      or limited partnership or any other type of partnership or company other than
      a
      corporation, ownership, directly or indirectly, of at least a majority of the
      voting equity of such entity or control of such entity. For purposes of this
      definition, any Person which owns directly or indirectly an equity investment
      in
      another Person which allows the first Person to manage or elect managers who
      manage the normal activities of  such
      second Person will be deemed to “control”
such
      second Person (e.g.,
      a sole
      general partner controls a limited partnership).  

     

    ARTICLE
      II

    BUSINESS
      OPPORTUNITIES

     

    Section
      2.1 Restricted
      Businesses.
      Atlas
      America agrees that if an Atlas America Entity is presented with a Business
      Opportunity, Atlas America shall give, and shall cause any other Atlas America
      Entity to give, prompt written notice to Atlas Energy of the Business
      Opportunity. Such notice shall set forth all information available to the Atlas
      America Entity about the Business Opportunity, including the identity of the
      Business Opportunity and its seller, venture partner or other material party
      and
      the proposed price, and shall include all written information about the Business
      Opportunity provided to the Atlas America Entity by and on behalf of the seller,
      venture partner or other material party, as well as any information or analyses
      compiled by the Atlas America Entity from other sources (such information
      collectively, the “Business
      Opportunity Information”).
      The
      Atlas America Entities shall continue to provide promptly to Atlas Energy any
      and all Business Opportunity Information subsequently received. Within a time
      period specified by the Atlas America Entity’s notice to Atlas Energy, which
      shall be a reasonable time under the circumstances, Atlas Energy shall advise
      the Atlas America Entity in writing whether it wishes to acquire or invest
      in
      the Business Opportunity. If Atlas Energy advises the Atlas America Entity
      of
      its intent to acquire or invest in the Business Opportunity, the Atlas America
      Entities shall refrain from making an offer for the Business Opportunity except
      as permitted hereunder. If Atlas Energy (i) advises the Atlas America Entity
      that (with the approval of Atlas Energy Conflicts Committee) it does not intend
      to acquire or invest in the Business Opportunity, (ii) advises the Atlas America
      Entity of its intent to acquire or invest in the Business Opportunity but does
      not complete the acquisition or investment within a reasonable time after Atlas
      Energy’s notice of its intent to the Atlas America Entity or (iii) fails to
      timely advise the Atlas America Entity of its intent, any of the Atlas America
      Entities shall be free to acquire or invest in the Business
      Opportunity.  

     

    

2










     

    Section
      2.2 Scope
      of Restricted Business Prohibition.
      Except
      as provided in this Article
      II
      or the
      LLC Agreement, each Atlas America Entity shall be free to engage in any business
      activity whatsoever, including those that may be in direct competition with
      Atlas Energy.  

     

    Section
      2.3 Enforcement.
      Atlas
      America agrees and acknowledges that Atlas Energy does not have an adequate
      remedy at law for the breach by Atlas America of the covenants and agreements
      set forth in this Article
      II,
      and
      that any breach by Atlas America of such covenants and agreements would result
      in irreparable injury to Atlas Energy. Atlas America further agrees and
      acknowledges that Atlas Energy may, in addition to the other remedies which
      may
      be available to it hereunder or under applicable law, file a suit in equity
      to
      enjoin any of the Atlas America Entities from such breach, and Atlas America
      consents to the issuance of such injunctive relief.  

     

    ARTICLE
      III

    MISCELLANEOUS

     

    Section
      3.1 Governing
      Law.
      This
      Omnibus Agreement shall be governed by, and construed in accordance with, the
      laws of the State of Delaware, without giving effect to conflict of law
      principles thereof.  

     

    Section
      3.2 Notice.
      All
      notices or requests or consents provided for or permitted to be given pursuant
      to this Omnibus Agreement must be in writing and must be given by depositing
      same in the United States mail, addressed to the Person to be notified,
      postpaid, and registered or certified with return receipt requested or by
      delivering such notice in person or by telecopier to such party. Notice given
      by
      personal delivery or mail shall be effective upon actual receipt. Notice given
      by telecopier shall be effective upon actual receipt if received during the
      recipient’s normal business hours, or at the beginning of the recipient’s next
      business day after receipt if not received during the recipient’s normal
      business hours. All notices to be sent to a party pursuant to this Omnibus
      Agreement shall be sent to or made at the address set forth below such party’s
      signature to this Omnibus Agreement, or at such other address as such party
      may
      stipulate to the other parties in the manner provided in this
      Section.  

     

    Section
      3.3 Integration.
      This
      Omnibus Agreement supersedes all previous understandings or agreements among
      the
      parties, whether oral or written, with respect to their subject matter. This
      document contains 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 Omnibus Agreement unless it is contained in a written
      amendment hereto executed by the parties hereto after the date of this Omnibus
      Agreement.  

     

    

3










     

    Section
      3.4 Effect
      of Waiver or Consent.
      No
      waiver or consent, express or implied, by any party to or of any breach or
      default by any Person in the performance by such Person of its obligations
      hereunder shall be deemed or construed to be a consent or waiver to or of any
      other breach or default in the performance by such Person of the same or any
      other obligations of such Person hereunder. Failure on the part of a party
      to
      complain of any act of any Person or to declare any Person in default,
      irrespective of how long such failure continues, shall not constitute a waiver
      by such party of its rights hereunder until the applicable statute of
      limitations period has run.  

     

    Section
      3.5 Amendment
      or Modification.
      This
      Omnibus Agreement may be amended or modified from time to time only by the
      written agreement of all the parties hereto; 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 an “Amendment” or an “Addendum” to this Omnibus
      Agreement.  

     

    Section
      3.6 Assignment.
      No
      party shall have the right to assign its rights or obligations under this
      Omnibus Agreement without the consent of the other parties
      hereto.  

     

    Section
      3.7 Counterparts.
      This
      Omnibus Agreement may be executed in any number of counterparts with the same
      effect as if all parties had signed the same document. All counterparts shall
      be
      construed together and shall constitute one and the same
      instrument.  

     

    Section
      3.8 Severability.
      If any
      of the provisions of this Omnibus Agreement is 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 Omnibus Agreement. Instead, this
      Omnibus 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 Omnibus Agreement at the time of its execution.
       

     


    Section
  3.9 Headings;
  References; Interpretation.
  All Article and Section headings in this Omnibus 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 Omnibus
  Agreement, shall refer to this Omnibus Agreement as a whole, including all Schedules
  and Exhibits attached hereto, and not to any particular provision of this Omnibus
  Agreement. All personal pronouns used in this Omnibus 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.  

     

    

4










     

    Section
      3.10 Further
      Assurances.
      In
      connection with this Omnibus Agreement and all transactions contemplated by
      this
      Omnibus Agreement, each party hereto agrees to execute and deliver such
      additional documents and instruments and to perform such additional acts as
      may
      be necessary or appropriate to effectuate, carry out and perform all of the
      terms, provisions and conditions of this Omnibus Agreement and all such
      transactions.  

     

    Section
      3.11 Laws
      and Regulations.
      Notwithstanding any provision of this Omnibus Agreement to the contrary, no
      party hereto shall be required to take any act, or fail to take any act, under
      this Omnibus Agreement if the effect thereof would be to cause such party to
      be
      in violation of any applicable law, statute, rule or regulation.  

     

    Section
      3.12 Negation
      of Rights of Limited Partners, Assignees and Third Parties.
      The
      provisions of this Omnibus Agreement are enforceable solely by the parties
      to
      this Omnibus Agreement, and no unitholder, assignee or other Person shall have
      the right, separate and apart from Atlas Energy, to enforce any provision of
      this Omnibus Agreement or to compel any party to this Omnibus Agreement to
      comply with the terms of this Omnibus Agreement.  

     

    Section
      3.13 Term.
      This
      Omnibus Agreement shall remain in effect for so long as an Atlas America Entity
      controls Atlas Energy. For the purposes of this Section 3.13, “control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract, or otherwise.  

     

    [Signature
      page follows]


    
      

  5








  


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Omnibus Agreement on, and effective as of, the date
      first written above.  

    

  	 	 	 
	 	
        ATLAS
          ENERGY RESOURCES, LLC

      
	 

         	 

         	 

         
	 	By:  	 
	 	
        
          

        

        Name: 

        
          Title:

        

      
	 	 
	 	
        Address
          for Notice: 311
          Rouser Road

        
          Moon
            Township, PA 15108

        

      
	 	 
	 	
        Telecopy
          Number: (412)
          262-2820

      


    

    

  	 	 	 
	 	 	 
	 	
        
          ATLAS
            AMERICA, INC.

        

      
	 

         	 

         	 

         
	 	By:  	 
	 	
        
          

        

        Name: 

        
          Title:

        

      
	 	 
	 	
        Address
          for Notice: 311
          Rouser Road

        
          Moon
            Township, PA 15108

        

      
	 	 
	 	
        Telecopy
          Number: (412)
          262-2820