Exhibit
10.34


    


    AGREEMENT
AND PLAN OF MERGER


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    AGREEMENT
AND PLAN OF MERGER

     

    by
and among

     

    Atlas
Energy Resources, LLC,

     

    Atlas
America, Inc.,

     

    Atlas
Energy Management, Inc.

     

    and

     

    Merger
Sub, as defined herein

     

    Dated
as of April 27, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS


     

    
      
        
          
            
              
                	
                        Article
      I

                      	
                        CERTAIN
      DEFINITIONS

                      	 	
                        2

                      
	 
      	 
      	 	 
      
	
                        Section
      1.1

                      	
                        Certain
      Definitions

                      	 	
                        2

                      
	 
      	 
      	 	 
      
	
                        Article
      II

                      	
                        THE
      MERGER; EFFECTS OF THE MERGER

                      	 	
                        7

                      
	 
      	 
      	 	 
      
	
                        Section
      2.1

                      	
                        Formation
      of Merger Sub; Accession

                      	 	
                        7

                      
	 
      	 
      	 	 
      
	
                        Section
      2.2

                      	
                        The
      Merger

                      	 	
                        7

                      
	 
      	 
      	 	 
      
	
                        Section
      2.3

                      	
                        Closing

                      	 	
                        8

                      
	 
      	 
      	 	 
      
	
                        Article
      III

                      	
                        MERGER
      CONSIDERATION; EXCHANGE PROCEDURES

                      	 	
                        9

                      
	 
      	 
      	 	 
      
	
                        Section
      3.1

                      	
                        Merger
      Consideration

                      	 	
                        9

                      
	 
      	 
      	 	 
      
	
                        Section
      3.2

                      	
                        Exchange
      of Certificates

                      	 	
                        9

                      
	 
      	 
      	 	 
      
	
                        Section
      3.3

                      	
                        Rights
      As Unitholders; Unit Transfers

                      	 	
                        12

                      
	 
      	 
      	 	 
      
	
                        Section
      3.4

                      	
                        Anti-Dilution
      Provisions

                      	 	
                        12

                      
	 
      	 
      	 	 
      
	
                        Section
      3.5

                      	
                        Options,
      Phantom Units and Restricted Units

                      	 	
                        12

                      
	 
      	 
      	 	 
      
	
                        Article
      IV

                      	
                        REPRESENTATIONS
      AND WARRANTIES OF ATN

                      	 	
                        14

                      
	 
      	 
      	 	 
      
	
                        Section
      4.1

                      	
                        Organization
      and Qualification

                      	 	
                        14

                      
	 
      	 
      	 	 
      
	
                        Section
      4.2

                      	
                        Subsidiaries

                      	 	
                        15

                      
	 
      	 
      	 	 
      
	
                        Section
      4.3

                      	
                        Capitalization

                      	 	
                        15

                      
	 
      	 
      	 	 
      
	
                        Section
      4.4

                      	
                        Authority;
      Due Authorization; Binding Agreement; Approval

                      	 	
                        16

                      
	 
      	 
      	 	 
      
	
                        Section
      4.5

                      	
                        ATN
      Board Recommendation; Opinion of ATN Financial Advisor

                      	 	
                        17

                      
	 
      	 
      	 	 
      
	
                        Section
      4.6

                      	
                        No
      Violation; Consents

                      	 	
                        17

                      
	 
      	 
      	 	 
      
	
                        Section
      4.7

                      	
                        Compliance

                      	 	
                        18

                      
	 
      	 
      	 	 
      
	
                        Section
      4.8

                      	
                        SEC
      Filings; Financial Statements

                      	 	
                        19

                      
	 
      	 
      	 	 
      
	
                        Section
      4.9

                      	
                        No
      Undisclosed Liabilities

                      	 	
                        19

                      
	 
      	 
      	 	 
      
	
                        Section
      4.10

                      	
                        Absence
      of Certain Changes or Events

                      	 	
                        19

                      
	 
      	 
      	 	 
      
	
                        Section
      4.11

                      	
                        Litigation

                      	 	
                        20

                      
	 
      	 
      	 	 
      
	
                        Section
      4.12

                      	
                        Proxy
      Statement

                      	 	
                        20

                      
	 
      	 
      	 	 
      
	
                        Section
      4.13

                      	
                        Taxes

                      	 	
                        20

                      
	 
      	 
      	 	 
      
	
                        Section
      4.14

                      	
                        Brokers;
      Transaction Fees

                      	 	
                        21

                      
	 
      	 
      	 	 
      
	
                        Section
      4.15

                      	
                        Quarterly
      Distribution

                      	 	
                        22

                      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    (continued)

     

    
      
        
          
            
              	 
      	 
      	 	
                      Page

                    
	 
      	 
      	 	 
      
	
                      Article
      V

                    	
                      REPRESENTATIONS
      AND WARRANTIES OF PARENT

                    	 	
                      22

                    
	 
      	 
      	 	 
      
	
                      Section
      5.1

                    	
                      Organization
      and Qualification

                    	 	
                      22

                    
	 
      	 
      	 	 
      
	
                      Section
      5.2

                    	
                      Subsidiaries

                    	 	
                      23

                    
	 
      	 
      	 	 
      
	
                      Section
      5.3

                    	
                      Capitalization

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      Section
      5.4

                    	
                      Authority;
      Due Authorization; Binding Agreement

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      Section
      5.5

                    	
                      Parent
      Board Recommendation; Opinion of Parent Financial Advisor

                    	 	
                      25

                    
	 
      	 
      	 	 
      
	
                      Section
      5.6

                    	
                      No
      Violation; Consents

                    	 	
                      25

                    
	 
      	 
      	 	 
      
	
                      Section
      5.7

                    	
                      Compliance

                    	 	
                      26

                    
	 
      	 
      	 	 
      
	
                      Section
      5.8

                    	
                      SEC
      Filings; Financial Statements

                    	 	
                      27

                    
	 
      	 
      	 	 
      
	
                      Section
      5.9

                    	
                      No
      Undisclosed Liabilities

                    	 	
                      27

                    
	 
      	 
      	 	 
      
	
                      Section
      5.10

                    	
                      Absence
      of Certain Changes or Events

                    	 	
                      27

                    
	 
      	 
      	 	 
      
	
                      Section
      5.11

                    	
                      Litigation

                    	 	
                      28

                    
	 
      	 
      	 	 
      
	
                      Section
      5.12

                    	
                      Proxy
      Statement

                    	 	
                      28

                    
	 
      	 
      	 	 
      
	
                      Section
      5.13

                    	
                      Taxes

                    	 	
                      28

                    
	 
      	 
      	 	 
      
	
                      Section
      5.14

                    	
                      Commitments

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Section
      5.15

                    	
                      Brokers

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Section
      5.16

                    	
                      Representations
      Regarding Merger Sub

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Section
      5.17

                    	
                      Representations
      of Atlas Energy Management

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Article
      VI

                    	
                      ACTIONS
      PENDING MERGER

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Section
      6.1

                    	
                      Conduct
      of ATN Business

                    	 	
                      29

                    
	 
      	 
      	 	 
      
	
                      Section
      6.2

                    	
                      Conduct
      of Parent Business

                    	 	
                      31

                    
	 
      	 
      	 	 
      
	
                      Article
      VII

                    	
                      COVENANTS

                    	 	
                      33

                    
	 
      	 
      	 	 
      
	
                      Section
      7.1

                    	
                      Reasonable
      Best Efforts

                    	 	
                      33

                    
	 
      	 
      	 	 
      
	
                      Section
      7.2

                    	
                      Equityholder
      Approvals

                    	 	
                      34

                    
	 
      	 
      	 	 
      
	
                      Section
      7.3

                    	
                      Registration
      Statement

                    	 	
                      35

                    
	 
      	 
      	 	 
      
	
                      Section
      7.4

                    	
                      Press
      Releases

                    	 	
                      36

                    
	 
      	 
      	 	 
      
	
                      Section
      7.5

                    	
                      Access;
      Information

                    	 	
                      36

                    
	 
      	 
      	 	 
      
	
                      Section
      7.6

                    	
                      Common
      Stock Listed

                    	 	
                      37

                    


            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    (continued)

     

    
      
        
          
            
              
                
                  	 
      	 
      	 	
                          Page

                        
	 
      	 
      	 	 
      
	
                          Section
      7.7

                        	
                          Third
      Party Approvals

                        	 	
                          37

                        
	 	 	 	 
	
                          Section
      7.8

                        	
                          Indemnification;
      Directors’ and Officers’ Insurance

                        	 	
                          38

                        
	 
      	 
      	 	 
      
	
                          Section
      7.9

                        	
                          Comfort
      Letters

                        	 	
                          40

                        
	 
      	 
      	 	 
      
	
                          Section
      7.10

                        	
                          Rule
      16b-3

                        	 	
                          41

                        
	 
      	 
      	 	 
      
	
                          Section
      7.11

                        	
                          Board
      Membership

                        	 	
                          41

                        
	 
      	 
      	 	 
      
	
                          Article
      VIII

                        	
                          CONDITIONS
      TO CONSUMMATION OF THE MERGER

                        	 	
                          41

                        
	 
      	 
      	 	 
      
	
                          Section
      8.1

                        	
                          Parent
      Stockholder Approval

                        	 	
                          41

                        
	 
      	 
      	 	 
      
	
                          Section
      8.2

                        	
                          ATN
      Equityholder Approval

                        	 	
                          42

                        
	 
      	 
      	 	 
      
	
                          Section
      8.3

                        	
                          Amendment
      of the ATN Credit Agreement

                        	 	
                          42

                        
	 
      	 
      	 	 
      
	
                          Section
      8.4

                        	
                          Governmental
      Approvals

                        	 	
                          42

                        
	 
      	 
      	 	 
      
	
                          Section
      8.5

                        	
                          No
      Injunction

                        	 	
                          42

                        
	 
      	 
      	 	 
      
	
                          Section
      8.6

                        	
                          Representations,
      Warranties and Covenants of Parent and Merger Sub

                        	 	
                          42

                        
	 
      	 
      	 	 
      
	
                          Section
      8.7

                        	
                          Representations,
      Warranties and Covenants of ATN

                        	 	
                          43

                        
	 
      	 
      	 	 
      
	
                          Section
      8.8

                        	
                          Effective
      Registration Statement

                        	 	
                          43

                        
	 
      	 
      	 	 
      
	
                          Section
      8.9

                        	
                          Amendment
      of Parent Certificate of Incorporation; NASDAQ Listing

                        	 	
                          43

                        
	 
      	 
      	 	 
      
	
                          Section
      8.10

                        	
                          Resignation
      of the ATN Board

                        	 	
                          43

                        
	 
      	 
      	 	 
      
	
                          Article
      IX

                        	
                          TERMINATION

                        	 	
                          43

                        
	 
      	 
      	 	 
      
	
                          Section
      9.1

                        	
                          Termination

                        	 	
                          44

                        
	 
      	 
      	 	 
      
	
                          Section
      9.2

                        	
                          Effect
      of Termination

                        	 	
                          45

                        
	 
      	 
      	 	 
      
	
                          Article
      X

                        	
                          MISCELLANEOUS

                        	 	
                          45

                        
	 
      	 
      	 	 
      
	
                          Section
      10.1

                        	
                          Fees
      and Expenses

                        	 	
                          45

                        
	 
      	 
      	 	 
      
	
                          Section
      10.2

                        	
                          Waiver;
      Amendment

                        	 	
                          45

                        
	 
      	 
      	 	 
      
	
                          Section
      10.3

                        	
                          Counterparts

                        	 	
                          45

                        
	 
      	 
      	 	 
      
	
                          Section
      10.4

                        	
                          Governing
      Law

                        	 	
                          46

                        
	 
      	 
      	 	 
      
	
                          Section
      10.5

                        	
                          Notices

                        	 	
                          46

                        
	 
      	 
      	 	 
      
	
                          Section
      10.6

                        	
                          Entire
      Understanding; No Third Party Beneficiaries

                        	 	
                          47

                        
	 
      	 
      	 	 
      
	
                          Section
      10.7

                        	
                          Severability

                        	 	
                          48

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    (continued)


     

    
      
        
          	 
      	 
      	 	
                  Page

                
	 
      	 
      	 	 
      
	
                  Section
      10.8

                	
                  Headings

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  Section
      10.9

                	
                  Jurisdiction

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  Section
      10.10

                	
                  Waiver
      of Jury Trial

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  Section
      10.11

                	
                  Specific
      Performance

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  Section
      10.12

                	
                  Scope
      of Representations and Warranties

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  Section
      10.13

                	
                  Survival

                	 	
                  49

                
	 
      	 
      	 	 
      
	
                  Section
      10.14

                	
                  Confidentiality

                	 	
                  49

                
	 
      	 
      	 	 
      
	
                  Section
      10.15

                	
                  Interpretation

                	 	
                  49

                


        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    AGREEMENT
AND PLAN OF MERGER

     

    This
AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2009 (this “Agreement”), is entered into
by and among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company
(“ATN”), ATLAS AMERICA,
INC., a Delaware corporation (“Parent”), ATLAS ENERGY
MANAGEMENT, INC., a Delaware corporation (“Atlas Energy Management”),
and, from and after its accession to this Agreement in accordance with Section 2.1(b),
the Delaware limited liability company to be formed as a wholly owned subsidiary
of Parent (“Merger
Sub”).

     

    WITNESSETH:

     

    WHEREAS,
the Board of Directors of Parent (the “Parent Board”), has
determined that this Agreement and the transactions contemplated hereby are
advisable and in the best interests of Parent and its stockholders, including
consummating the business combination provided for in this Agreement, pursuant
to which Merger Sub will, subject to the terms and conditions set forth herein,
merge with and into ATN (the “Merger”), with ATN surviving,
such that following the Merger, ATN will be a wholly owned subsidiary of Parent;
and

     

    WHEREAS,
the Parent Board has authorized Parent to consent to the adoption of this
Agreement by Merger Sub in accordance with Section 2.1(b);
and

     

    WHEREAS,
the ATN Special Committee (as defined herein), the members of which constitute a
majority of the members of the ATN Conflicts Committee, has considered the
transactions contemplated by this Agreement and, at a meeting duly called and
held, has, by unanimous vote of all of its members, determined that this
Agreement and the transactions contemplated hereby are advisable, fair and
reasonable to and in the best interests of the Unaffiliated Unitholders and ATN,
and resolved to recommend that the full ATN Board (as defined below) adopt this
Agreement, approve the transactions contemplated hereby, and recommend adoption
and approval by the ATN Unitholders; and

     

    WHEREAS,
the Board of Directors of ATN (the “ATN Board”) has considered
this Agreement and the transactions contemplated hereby and, at a meeting duly
called and held, has, upon the recommendation of the ATN Special Committee and
as more particularly described in Section 4.5(a), (i)
determined that this Agreement and the transactions contemplated hereby are
advisable, fair and reasonable to and in the best interests of the Unaffiliated
Unitholders and ATN and (ii) approved and adopted this Agreement and determined
to recommend its adoption and approval by the ATN Unitholders; and

     

    WHEREAS,
the parties desire to make certain representations, warranties and agreements in
connection with the Merger and also to set forth certain terms and conditions to
the Merger.

     

    NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I

     

    CERTAIN
DEFINITIONS

     

    Section 1.1    Certain
Definitions.  As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    “Affiliate” shall mean, with
respect to any Person, those other Persons that, directly or indirectly, control
or are controlled by, or are under common control with, such Person; provided,
however, that, for purposes of this Agreement, ATN and its Subsidiaries shall
not be considered Affiliates of Parent and Parent and its Subsidiaries shall not
be considered Affiliates of ATN, unless otherwise expressly stated
herein.

     

    “Agreement” shall have the
meaning set forth in the introductory paragraph to this Agreement.

     

    “Amended Operating Agreement”
shall have the meaning set forth in Section
2.2(c).

     

    “Atlas Energy Management”
shall have the meaning set forth in the introductory paragraph of this
Agreement.

     

    “ATN” shall have the meaning
set forth in the introductory paragraph of this Agreement.

     

    “ATN Board” shall have the
meaning set forth in the recitals to this Agreement.

     

    “ATN Change in Recommendation”
shall have the meaning set forth in Section
7.2(a).

     

    “ATN Common Units” shall mean
the common units representing membership interests of ATN having the rights and
obligations specified with respect to ATN Common Units in the Operating
Agreement.

     

    “ATN Conflicts Committee”
shall mean the “Conflicts Committee” as defined in the Operating
Agreement.

     

    “ATN Credit Agreement” shall
mean the Credit Agreement, dated as of June 29, 2007, and the Loan Documents (as
defined therein), as may be amended from time to time, among ATN, as Parent
Guarantor, Atlas Energy Operating Company, LLC, as Borrower, JPMorgan Chase
Bank, N.A., as Administrative Agent, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., BNP Paribas, Royal Bank of Canada,
and UBS AG, Stamford Branch, as Co-Documentation Agents, and the lenders party
thereto.

     

    “ATN Director Designees” shall
have the meaning set forth in Section
7.11.

     

    “ATN Disclosure Schedule”
shall mean the Disclosure Schedule delivered by ATN pursuant to Article
IV.

     

    “ATN Financial Advisor” shall
have the meaning set forth in Section
4.5(b).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “ATN Long-Term Incentive Plan”
shall mean the Amended and Restated Atlas Energy Resources Long-Term Incentive
Plan, amended and restated as of January 14, 2009.

     

    “ATN Material Adverse Effect”
shall have the meaning set forth in Section
4.1.

     

    “ATN Meeting” shall have the
meaning set forth in Section
7.2(a).

     

    “ATN Permits” shall have the
meaning set forth in Section
4.7(b).

     

    “ATN Phantom Units” shall mean
the phantom (notional) ATN Common Units granted under the ATN Long-Term
Incentive Plan.

     

    “ATN Recommendation” shall
have the meaning set forth in Section
7.2(a).

     

    “ATN Restricted Units” shall
mean ATN Common Units that have been granted to employees, directors and
consultants of ATN or its Subsidiaries under the ATN Long-Term Incentive Plan
and are subject to a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code.

     

    “ATN SEC Reports” shall have
the meaning set forth in Section
4.8(a).

     

    “ATN Special Committee” shall
mean the Special Committee of the ATN Board, consisting solely of independent
directors, which directors are also independent of Parent, formed to consider,
among other things, the transactions contemplated by this
Agreement.

     

    “ATN Unit Options” shall mean
all employee and director options to purchase ATN Common Units pursuant to
awards granted under the ATN Long-Term Incentive Plan.

     

    “ATN Unitholder Approval”
shall have the meaning set forth in Section
8.2.

     

    “ATN Unitholders” shall mean
the holders of ATN Common Units and the holders of the Class A Units, taken
together.

     

    “Business Day” shall mean any
day which is not a Saturday, Sunday or other day on which banks are authorized
or required to be closed in the City of New York.

     

    “Certificate” shall have the
meaning set forth in Section
3.1(e).

     

    “Certificate of Merger” shall
have the meaning set forth in Section
2.2(b).

     

    “Charter Amendment” shall have
the meaning set forth in Section
5.4(b).

     

    “Claim” shall have the meaning
set forth in Section
7.8(a).

     

    “Class A Units” shall mean the
Class A units representing membership interests of ATN having the rights and
obligations specified with respect to such Class A Units in the Operating
Agreement.

     

    “Closing” shall have the
meaning set forth in Section
2.3.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Closing Date” shall have the
meaning set forth in Section
2.3.

     

    “Code” shall mean the Internal
Revenue Code of 1986, as amended.

     

    “Consent” shall have the
meaning set forth in Section
7.7(b).

     

    “Delaware LLC Act” shall mean
the Delaware Limited Liability Company Act, as amended.

     

    “DGCL” shall mean the Delaware
General Corporation Law, as amended.

     

    “Effective Time” shall have
the meaning set forth in Section
2.2(b).

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

     

    “Exchange Agent” shall have
the meaning set forth in Section 3.2(a).
“Exchange Agent
Agreement” shall have the meaning set forth in Section
3.2(a).

     

    “Exchange Fund” shall have the
meaning set forth in Section
3.2(a).

     

    “Exchange Ratio” shall have
the meaning set forth in Section
3.1(a).

     

    “GAAP” shall have the meaning
set forth in Section
4.1.

     

    “Governmental Authority” shall
mean any national, state, local, county, parish or municipal government,
domestic or foreign, any agency, board, bureau, commission, court, tribunal,
subdivision, department or other governmental or regulatory authority or
instrumentality (including any self-regulatory organization), or any arbitrator
in any case that has jurisdiction over ATN, Parent or Merger Sub, as the case
may be, or any of their respective properties or assets.

     

    “HSR Act” shall mean the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations promulgated thereunder.

     

    “Indemnification Expenses”
shall have the meaning set forth in Section
7.8(a).

     

    “Indemnified Party” shall have
the meaning set forth in Section
7.8(a).

     

    “IRS” shall have the meaning
set forth in Section
4.13(c).

     

    “Joint Proxy Statement” shall
have the meaning set forth in Section
7.3(a).

     

    “Laws” shall mean federal,
state, local or foreign laws, statutes, ordinances, rules, regulations,
judgments, orders, injunctions, decrees, arbitration awards, agency
requirements, licenses and permits of all Governmental
Authorities.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Lien” shall mean any charge,
mortgage, pledge, security interest, restriction, claim, lien, or
encumbrance.

     

    “Meeting” shall have the
meaning set forth in Section
7.2(b).

     

    “Merger” shall have the
meaning set forth in the recitals to this Agreement.

     

    “Merger Consideration” shall
have the meaning set forth in Section
3.1(a).

     

    “Merger Sub” shall have the
meaning set forth in the introductory paragraph in this Agreement.

     

    “MIIs” shall mean the
Management Incentive Interests representing membership interests of ATN having
the rights and obligations specified with respect to the Management Incentive
Interests in the Operating Agreement.

     

    “NASDAQ” shall mean NASDAQ
Stock Market LLC.

     

    “NYSE” shall mean the New York
Stock Exchange.

     

    “Operating Agreement” shall
mean the Amended and Restated Operating Agreement of ATN, dated as of December
18, 2006, as amended.

     

    “Parent” shall have the
meaning set forth in the introductory paragraph to this Agreement.

     

    “Parent Board” shall have the
meaning set forth in the recitals to this Agreement.

     

    “Parent Change in
Recommendation” shall have the meaning set forth in Section
7.2(b).

     

    “Parent Common Stock” shall
mean the Common Stock, par value $0.01 per share, of Parent.

     

    “Parent Disclosure Schedule”
shall mean the Disclosure Schedule delivered by Parent pursuant to Article
V.

     

    “Parent Financial Advisor”
shall have the meaning set forth in Section
5.5(b).

     

    “Parent Material Adverse
Effect” shall have the meaning set forth in Section
5.1.

     

    “Parent Meeting” shall have
the meaning set forth in Section
7.2(b).

     

    “Parent Permits” shall have
the meaning set forth in Section
5.7(b).

     

    “Parent Preferred Stock” shall
have the meaning set forth in Section
5.3(a).

     

    “Parent Recommendation” shall
have the meaning set forth in Section
7.2(b).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Parent Restricted Stock”
shall mean shares of Parent Common Stock that have been granted to employees,
directors and consultants of Parent or its Subsidiaries under an employee
benefit plan and are subject to a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code.

     

    “Parent SEC Reports” shall
have the meaning set forth in Section
5.8(a).

     

    “Parent Stockholder Approval”
shall have the meaning set forth in Section
8.1.

     

    “Person” or “person” shall mean any
individual, bank, corporation, partnership, limited liability company,
association, joint-stock company, business trust or unincorporated
organization.

     

    “Registration Statement” shall
have the meaning set forth in Section
7.3(a).

     

    “Representatives” shall mean
with respect to a Person, its directors, officers, employees, agents and
representatives, including any investment banker, financial advisor, attorney,
accountant or other advisor, agent or representative.

     

    “Rights” shall mean, with
respect to any Person, securities or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for or acquire, or
any options, calls or commitments relating to, equity securities of such
Person.

     

    “SEC” shall mean the U.S.
Securities and Exchange Commission.

     

    “Section 6.2 Subsidiaries”
shall have the meaning set forth in Section
6.2.

     

    “Securities Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

     

    “Stock Issuance” shall mean
the issuance of shares of Parent Common Stock in the Merger pursuant to this
Agreement.

     

    “Subsidiary” shall have the
meaning ascribed to such term in Rule 1-02 of Regulation S-X under the
Securities Act; provided, however, that for purposes of this Agreement (other
than in the definition of Parent Material Adverse Effect), ATN and its
Subsidiaries shall not be deemed to be Subsidiaries of Parent.

     

    “Surviving Entity” shall have
the meaning set forth in Section
2.2(a).

     

    “Takeover Law” shall mean any
“fair price,” “moratorium,” “control share acquisition,”
“business combination”
or any other anti-takeover statute or similar statute enacted under state or
federal Law.

     

    “Taxes” shall mean all
federal, state, local or foreign taxes, charges, levies or other assessments,
including all net income, gross income, gross receipts, sales, use, ad valorem,
goods and services, capital, transfer, franchise, profits, license, withholding,
payroll, employment, employer health, excise, estimated, severance, stamp,
occupation, property, transfer, real property transfer or other taxes, custom
duties or other similar assessments of any kind whatsoever, together with any
interest and any penalties, additions to tax or additional amounts imposed by
any taxing authority.


    
      
         


      

      
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    “Tax Returns” shall have the
meaning set forth in Section
4.13(a).

     

    “Termination Date” shall have
the meaning set forth in Section
9.1(b)(i).

     

    “Treasury Units” shall mean
ATN Common Units owned by ATN or any of its Subsidiaries at the Effective
Time.

     

    “Unaffiliated Unitholders”
shall mean the holders of ATN Common Units, other than Parent and its
Affiliates, and the officers and directors of Parent and the officers and
directors of ATN.

     

    ARTICLE
II

     

    THE
MERGER; EFFECTS OF THE MERGER

     

    Section 2.1   Formation of
Merger Sub; Accession.

     

    (a)           Reasonably
promptly after the date hereof, and in any event within six (6) Business Days
after the date hereof, Parent shall form Merger Sub.  Parent shall own
100 percent of the outstanding equity interests of Merger Sub.

     

    (b)           Promptly
after forming Merger Sub, (x) Parent, as the sole member of Merger Sub, shall
approve and adopt this Agreement and (y) Parent shall cause Merger Sub to accede
to this Agreement by executing a signature page to this Agreement, after which
time Merger Sub shall be a party hereto for all purposes set forth herein.
Notwithstanding any provision herein to the contrary, the obligations of Merger
Sub to perform its covenants hereunder shall commence only at the time of its
formation. Prior to the Effective Time, Parent shall take such actions as are
reasonably necessary to cause the board of directors of Merger Sub to
unanimously approve this Agreement and declare it advisable for Merger Sub to
enter into this Agreement and consummate the transactions contemplated by this
Agreement.

     

    Section 2.2    The
Merger.

     

    (a)           The Surviving
Entity.  Subject to the terms and conditions of this Agreement,
at the Effective Time, Merger Sub shall merge with and into ATN, the separate
existence of Merger Sub shall cease and ATN shall survive and continue to exist
as a Delaware limited liability company (ATN, as the surviving limited liability
company in the Merger, sometimes being referred to herein as the “Surviving Entity”), such that
following the Merger, ATN will be a wholly owned subsidiary of
Parent.


    
      
         


      

      
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    (b)           Effectiveness and Effects of the
Merger.  Subject to the satisfaction or waiver of the
conditions set forth in Article VIII in
accordance with this Agreement, the Merger shall become effective upon the later
to occur of the filing in the office of the Secretary of State of the State of
Delaware of a properly executed certificate of merger (the “Certificate of Merger”) or
such later date and time as may be set forth in the Certificate of Merger (the
“Effective Time”), in
accordance with the Delaware LLC Act.  The Merger shall have the
effects prescribed in the Delaware LLC Act.

     

    (c)           Operating
Agreement.  At the Effective Time, the Operating Agreement will
be amended to be substantially in such form as determined by Parent (the “Amended Operating
Agreement”); provided that the provisions related to exculpation and
indemnification shall remain the same as in effect as of the date of this
Agreement in accordance with Section
7.8(c).

     

    (d)           Directors of the Surviving
Entity.  The individuals who are the directors of Merger Sub
immediately prior to the Effective Time shall be the directors of the Surviving
Entity as of the Effective Time, until their respective successors are duly
elected or appointed and qualified or their earlier death, resignation or
removal in accordance with the Amended Operating Agreement of the Surviving
Entity.

     

    (e)           Officers of the Surviving
Entity.  The officers of ATN immediately prior to the Effective
Time shall be the officers of the Surviving Entity as of the Effective Time,
until their respective successors are duly elected or appointed and qualified or
their earlier death, resignation or removal in accordance with the Amended
Operating Agreement of the Surviving Entity.

     

    (f)           Partnership
Status.  Immediately following the Effective Time, ATN will
continue to be a partnership for U.S. federal income tax purposes, and toward
that end Parent will continue to hold the ATN Common Units and Atlas Energy
Management will continue to hold the Class A Units and MIIs held by Parent and
Atlas Energy Management, as applicable, immediately prior to the Effective Time,
in each case subject to the terms and conditions of the Amended Operating
Agreement.

     

    Section 2.3    Closing.  Subject
to the satisfaction or waiver of the conditions as set forth in Article VIII in
accordance with this Agreement, the filing of the Certificate of Merger with the
Delaware Secretary of State and the closing of the Merger and the other
transactions contemplated hereby (the “Closing”) shall occur on (a)
the third Business Day after the day on which all of the conditions set forth in
Article VIII
(other than those that by their nature are to be satisfied by actions taken at
Closing, but subject to their satisfaction or waiver) shall have been satisfied
or waived in accordance with the terms of this Agreement or (b) such other date
to which the parties may agree in writing.  The date on which the
Closing occurs is referred to as the “Closing Date.”  The
Closing of the transactions contemplated by this Agreement shall take place at
the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street,
New York, New York 10019, at 10:00 a.m. local time on the Closing
Date.

     

    
      
        
        

      

      
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    ARTICLE
III

     

    MERGER
CONSIDERATION; EXCHANGE PROCEDURES

     

    Section 3.1    Merger
Consideration.  Subject
to the provisions of this Agreement:

     

    (a)           By
virtue of the Merger and without any action by Parent, at the Effective Time
each ATN Common Unit issued and outstanding immediately prior to the Effective
Time (other than Treasury Units and ATN Common Units held by Parent or its
Subsidiaries (including Atlas Energy Management)), including ATN Restricted
Units in accordance with Section 3.6(b), shall
be converted into the right to receive 1.16 shares of Parent Common Stock (the
“Exchange
Ratio”).  The number of shares of Parent Common Stock issued
pursuant to this Section 3.1(a) shall
be referred to herein as the “Merger
Consideration.”

     

    (b)           By
virtue of the Merger, all of the membership interests of Merger Sub outstanding
immediately prior to the Effective Time shall be cancelled.

     

    (c)           By
virtue of the Merger, each Treasury Unit outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be cancelled without
payment of any consideration therefor, and no shares of capital stock of Parent
or other consideration shall be delivered in exchange therefore.

     

    (d)           Each
Class A Unit and each MII held by Atlas Energy Management immediately prior to
the Effective Time, and each ATN Common Unit held by Parent or its Subsidiaries
immediately prior to the Effective Time will continue to be held by Atlas Energy
Management and Parent or its Subsidiaries, as applicable, after the Effective
Time.

     

    (e)           All
ATN Common Units (other than ATN Common Units held by Parent), when converted in
the Merger, shall cease to be outstanding and shall automatically be canceled
and cease to exist.  Each holder of a certificate (a “Certificate”) previously
representing any such ATN Common Units shall cease to have any rights with
respect thereto, except the right to receive (i) the Merger Consideration and
(ii) any cash to be paid in lieu of any fractional shares of Parent Common Stock
in accordance with Section 3.2(d),
in each case to be issued or paid in consideration therefor upon the surrender
of such Certificates in accordance with Section
3.2.

     

    Section 3.2    Exchange of
Certificates.

     

    (a)           Exchange Agent; Deposit of
Consideration.  Prior to the Effective Time, Parent shall
appoint a commercial bank or trust company reasonably acceptable to ATN,
pursuant to an agreement (the “Exchange Agent Agreement”) to
act as exchange agent (the “Exchange Agent”)
hereunder.  At or prior to the Effective Time, Parent shall deposit or
shall cause to be deposited the shares of Parent Common Stock to be issued as
Merger Consideration with the Exchange Agent, for the benefit of the holders of
ATN Common Units and which shall be used to make all deliveries of shares of
Parent Common Stock as required by and pursuant to this Article
III.  Parent agrees to make available to the Exchange Agent,
from time to time as needed, cash sufficient to make payments in lieu of any
fractional shares of Parent Common Stock pursuant to Section
3.2(d).  Any cash and shares of Parent Common Stock deposited
with the Exchange Agent (including as payment for any fractional shares of
Parent Common Stock in accordance with Section 3.2(d))
shall hereinafter be referred to as the “Exchange
Fund.”  The Exchange Agent shall, pursuant to irrevocable
instructions delivered by Parent at or prior to the Effective Time, deliver the
Merger Consideration contemplated to be paid for ATN Common Units pursuant to
this Agreement, through the Merger, out of the Exchange Fund.  Except
as contemplated by this Section 3.2, the
Exchange Fund shall not be used for any other purpose.


    
      
         


      

      
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    (b)           Exchange
Procedures.  Promptly after the Effective Time, Parent shall
instruct the Exchange Agent to mail to each record holder of Certificates (i) a
letter of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon proper delivery
of the Certificates to the Exchange Agent, and shall be in customary form and
agreed to by Parent and ATN prior to the Effective Time) and (ii) instructions
for use in effecting the surrender of the Certificates in exchange for the
Merger Consideration payable in respect of the ATN Common Units represented by
such Certificates.  Promptly after the Effective Time, upon surrender
of Certificates for cancellation to the Exchange Agent together with such
letters of transmittal, properly completed and duly executed, and such other
documents as may be required pursuant to such instructions, the holders of such
Certificates shall be entitled to receive in exchange therefor (A) at Parent’s
election either (i) certificate(s) evidencing shares of Parent Common Stock or
(ii) evidence of shares in book-entry form representing, in the aggregate, the
whole number of shares of Parent Common Stock that such holder has the right to
receive pursuant to this Article III (after
taking into account all ATN Common Units then held by such holder) and (B) a
check in the amount equal the cash payable in lieu of any fractional shares of
Parent Common Stock pursuant to Section
3.2(d).  No interest shall be paid or accrued on any Merger
Consideration, cash in lieu of fractional shares or on any unpaid dividends and
distributions payable to holders of Certificates.  In the event of a
transfer of ownership of ATN Common Units that is not registered in the transfer
records of ATN, the Merger Consideration payable in respect of such ATN Common
Units may be paid to a transferee if the Certificate representing such ATN
Common Units is presented to the Exchange Agent, accompanied by all documents
required to evidence and effect such transfer and the Person requesting such
exchange shall pay to the Exchange Agent in advance any transfer or other Taxes
required by reason of the delivery of the Merger Consideration in any name other
than that of the registered holder of the Certificate surrendered, or shall
establish to the satisfaction of the Exchange Agent that such Taxes have been
paid or are not payable.  Until surrendered as contemplated by this
Section 3.2,
each Certificate shall be deemed at any time after the Effective Time to
represent only the right to receive upon such surrender the Merger Consideration
without interest payable in respect of the ATN Common Units represented by such
Certificate and any distributions to which such holder is entitled pursuant to
Section
3.3.

     

    (c)           No Further Rights in ATN Common
Units.  The Merger Consideration delivered or issued, as the
case may be, in accordance with the terms hereof (including any cash paid
pursuant to Section
3.2(d) or Section 3.3) shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
ATN Common Units.


    
      
         


      

      
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    (d)           Fractional Shares of Parent Common
Stock.  No certificates or scrip of the shares of Parent Common
Stock representing fractional shares of Parent Common Stock or book entry credit
of the same (after aggregating all fractional shares of Parent Common Stock to
be received by such holder) shall be issued upon the surrender for exchange of
Certificates in the Merger, and such fractional interests will not entitle the
owner thereof to vote or to have any rights as a holder of any shares of Parent
Common Stock.  Notwithstanding any other provision of this Agreement,
each holder of ATN Common Units (including ATN Restricted Units) exchanged in
the Merger who would otherwise have been entitled to receive a fraction of a
share of Parent Common Stock (after taking into account all Certificates
delivered by such holder) shall receive, in lieu thereof, cash (without interest
and rounded up to the nearest whole cent) in an amount equal to the product of
(i) the closing sale price of the shares of Parent Common Stock on NASDAQ as
reported by The Wall Street Journal on the trading day immediately preceding the
date on which the Effective Time shall occur and (ii) the fraction of a share of
Parent Common Stock that such holder would otherwise be entitled to receive
pursuant to this Article
III.  As promptly as practicable after the determination of the
amount of cash, if any, to be paid to holders of fractional interests, the
Exchange Agent shall so notify Parent, and it shall, or shall cause the
Surviving Entity to, deposit such amount with the Exchange Agent and shall cause
the Exchange Agent to forward payments to such holders of fractional interests
subject to and in accordance with the terms hereof.  No dividend or
distribution with respect to Parent Common Stock shall be payable on or with
respect to any fractional share and such fractional share interests shall not
entitle the owner thereof to any rights of a shareholder of Parent.

     

    (e)           Termination of Exchange Fund with
Respect to Merger.  Any portion of the Exchange Fund
constituting shares of Parent Common Stock that remains undistributed to the
holders of ATN Common Units in the Merger after 180 days following the Effective
Time shall be delivered to Parent upon demand and, from and after such delivery,
any former holders of ATN Common Units who have not theretofore complied with
this Article
III shall thereafter look only to Parent for the Merger Consideration
payable in the Merger in respect of such ATN Common Units, and any cash in lieu
of fractional shares of Parent Common Stock to which they are entitled pursuant
to Section
3.2(d), without any interest thereon.  Any amounts remaining
unclaimed by holders of ATN Common Units immediately prior to such time as such
amounts would otherwise escheat to or become the property of any Governmental
Authority shall, to the extent permitted by applicable Law, become the property
of Parent or ATN, as the case may be, free and clear of any Liens, claims or
interest of any Person previously entitled thereto.

     

    (f)           No Liability.  None
of Parent, ATN or the Surviving Entity shall be liable to any holder of ATN
Common Units for any shares of Parent Common Stock (or distributions with
respect thereto) or cash from the Exchange Fund delivered to a public official
pursuant to any abandoned property, escheat or similar Law.


    
      
         


      

      
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    (g)           Lost
Certificates.  If any Certificate shall have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the Person
claiming such Certificate to be lost, stolen or destroyed and, if required by
ATN or Parent, the posting by such Person of a bond, in such reasonable amount
as ATN or Parent may direct, as indemnity against any claim that may be made
against it with respect to such Certificate, the Exchange Agent shall pay in
exchange for such lost, stolen or destroyed Certificate the Merger Consideration
payable in respect of the ATN Common Units represented by such lost, stolen or
destroyed Certificate and any distributions to which the holders thereof are
entitled pursuant to Section
3.3.

     

    (h)           Withholding.  Each
of ATN, Parent, the Surviving Entity and the Exchange Agent shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of ATN Common Units such amounts as ATN, Parent, the
Surviving Entity or the Exchange Agent is required to deduct and withhold under
the Code or any provision of state, local, or foreign Tax Law, with respect to
the making of such payment.  To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the holder of ATN Common Units in respect of
whom such deduction and withholding was made by ATN, Parent, the Surviving
Entity or the Exchange Agent, as the case may be.

     

    Section 3.3    Rights As
Unitholders; Unit Transfers.  From
and after the Effective Time, holders of ATN Common Units shall cease to be, and
shall have no rights as, members of ATN, and shall have no rights in respect of
ATN Common Units, other than the right to receive (a) any dividend or other
distribution with respect to such ATN Common Units with a record date occurring
prior to the Effective Time that may have been declared or made by ATN on such
ATN Common Units in accordance with the terms of this Agreement or prior to the
date hereof and which remain unpaid at the Effective Time and (b) the
consideration provided under this Article
III.  After the Effective Time, there shall be no transfers on
the unit transfer books of the ATN Common Units.

     

    Section 3.4    Anti-Dilution
Provisions.  In
the event of any subdivisions, reclassifications, recapitalizations, splits,
combinations or dividends in the form of equity interests with respect to the
Parent Common Stock or the ATN Common Units, the number of shares of Parent
Common Stock to be issued in the Merger, the average closing sales prices of the
shares of Parent Common Stock determined in accordance with Section 3.2(d) and
the Exchange Ratio will be correspondingly adjusted.

     

    Section 3.5    Options,
Phantom Units and Restricted Units.

     

    (a)           At
the Effective Time, automatically and without any action on the part of the
holder thereof, Parent will assume each outstanding ATN Unit Option, and such
ATN Unit Option will become an option (i) to purchase that number of shares of
Parent Common Stock (calculated on an aggregate basis and rounded down to the
nearest whole share of Parent Common Stock) obtained by multiplying the number
of ATN Common Units issuable upon the exercise of such ATN Unit Option by the
Exchange Ratio, (ii) at an exercise price per share (calculated on an aggregate
basis and rounded up to the nearest whole penny) equal to the per share exercise
price of such ATN Unit Option divided by the Exchange Ratio, and (iii) otherwise
upon the same terms and conditions as such outstanding ATN Unit Options;
provided, however, that the exercise price and the number of shares purchasable
pursuant to such ATN Unit Option and the terms and conditions of exercise of
such ATN Unit Option will not be treated by Parent or ATN as the grant of a new
stock right or a change in the form of payment within the meaning of Section
409A of the Code and the rules and regulations thereunder.


    
      
         


      

      
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    (b)           At
the Effective Time, each outstanding grant of ATN Phantom Units shall be assumed
by Parent and converted into a grant of phantom units denominated in that number
of shares of Parent Common Stock equal to the number of ATN Common Units to
which such grant of ATN Phantom Units was subject at the time of such assumption
multiplied by the Exchange Ratio.  At the Effective Time, all
outstanding ATN Restricted Units heretofore granted shall be converted pursuant
to Section
3.1(a), at the Exchange Ratio, into Parent Restricted
Stock.  Any fractional share of Parent Restricted Stock, and any
fractional Parent phantom unit, shall be rounded up to the nearest whole share
of Parent Common Stock.  Each share of Parent Common Stock and each
Parent phantom unit in respect of which an ATN Restricted Unit or ATN Phantom
Unit, respectively, was so assumed and converted shall be subject to, and shall
vest upon, the terms and conditions that are the same as those of the applicable
ATN Restricted Unit or ATN Phantom Unit.  Promptly after the Effective
Time, Parent will provide each holder of ATN Restricted Units and ATN Phantom
Units with a notice describing the assumption and conversion of such
awards.

     

    (c)           With
the exception of those Persons who hold ATN Unit Options, ATN Restricted Units
and ATN Phantom Units, no Person shall have any right under any plan, program,
agreement or arrangement with respect to ATN Common Units, or for the issuance
or grant of any right of any kind, contingent or accrued, to receive benefits or
compensation measured by the value of a number of ATN Common Units at and after
the Effective Time.

     

    (d)           Parent
will take all corporate actions necessary to reserve for issuance a sufficient
number of shares of Parent Common Stock for delivery upon exercise of Parent
Stock Options, and vesting of Parent phantom units, in respect of the ATN Unit
Options and ATN Phantom Units that Parent assumes under Sections 3.6(a) and
3.6(b).

     

    (e)           On
or prior to the 30th day following the Effective Time, Parent will file (or will
have filed) a registration statement on Form S-8 (or any successor or other
appropriate forms) with respect to the shares of Parent Common Stock subject to
ATN Unit Options and will use its reasonable efforts to maintain the
effectiveness of such registration statement (and maintain the current status of
the prospectus or prospectuses contained therein) for as long as such options
remain outstanding.

     

    (f)           Parent
will either, at its option, (i) provide for the grant of assumed and converted
equity compensation awards described above in this Section 3.6 under
equity compensation plans of Parent, or (ii) assume, as of the Effective Time,
the ATN Long-Term Incentive Plan, and provide for the grant or continuation of
such awards thereunder.  Upon assumption of such plans, such
amendments thereto as may be required to reflect the Merger and the requirements
of Section
3.6(a) will be deemed to have been made.


    
      
         


      

      
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    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF ATN

     

    ATN hereby represents and warrants to
Parent and Merger Sub that, except as otherwise set forth (i) in ATN’s
Disclosure Schedules to this Agreement (the “ATN Disclosure Schedule”) (it
being agreed that disclosure of any item in any section of the ATN Disclosure
Schedule shall also be deemed to be disclosed with respect to any other section
of this Article
IV to which the relevance of such item is reasonably apparent on its
face) or (ii) in the ATN SEC Reports (excluding any forward-looking statements
included therein or any statements of a cautionary nature that are not
historical facts in any risk factor section of such documents) filed with the
SEC prior to the date of this Agreement:

     

    Section 4.1    Organization
and Qualification.  ATN
is a limited liability company
duly organized and validly existing in good standing under the Laws of the State
of Delaware.  ATN has the requisite limited liability power and
authority to own or lease its properties and to carry on its business as it is
now being conducted and is duly licensed or qualified to do business in each
jurisdiction in which the nature of the business conducted by it or the
character of the properties owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, individually or in the aggregate, have an ATN Material Adverse Effect
(as defined below).  When used in connection with ATN or any of its
Subsidiaries, the term “ATN
Material Adverse Effect” shall mean any state of facts, circumstance,
change or effect that is materially adverse to the business, financial condition
or results of operations of ATN and its Subsidiaries, taken as a whole, except
that none of the following (or the effects thereof) will be deemed to
constitute, and none of the following will be taken into account in determining
whether there has been or if there is reasonably likely to be, an ATN Material
Adverse Effect:  (i) general economic conditions, changes in
securities markets (including any disruption thereof), regulatory or political
conditions, including any engagement in hostilities, whether or not pursuant to
the declaration of a national emergency or war, the occurrence of any military
or terrorist attack or a general economic recession, natural disasters or other
force majeure events, in each case in the United States or elsewhere, except to
the extent that such conditions, changes or events affect ATN in a materially
disproportionate and adverse manner when compared to companies of similar size
operating in the same industry or market as ATN; (ii) changes in or events
or conditions generally affecting the oil and gas exploration and development
industry (including changes in commodity prices and general market prices),
except to the extent that such conditions, changes or events affect ATN in a
materially disproportionate and adverse manner when compared to companies of
similar size operating in the same industry or market as ATN; (iii) changes in
Laws or U.S. generally accepted accounting principles (“GAAP”) or interpretations
thereof, except to the extent that such changes affect ATN in a materially
disproportionate and adverse manner when compared to companies of similar size
operating in the same industry or market as ATN; (iv) the announcement or
pendency of this Agreement, any actions taken in compliance with this Agreement
or the consummation of the Merger; (v) any failure by ATN to meet estimates of
revenues or earnings for any period ending after the date of this Agreement
(provided that the underlying causes of any such failure may be considered in
determining whether an ATN Material Adverse Effect has occurred); (vi) the
downgrade in rating of any debt securities of ATN by Standard & Poor’s
Rating Group, Moody’s Investor Services, Inc. or Fitch Ratings (provided that
the underlying causes of any such downgrade may be considered in determining
whether an ATN Material Adverse Effect has occurred); (vii) the taking of any
action (or omitting to take any action) required or contemplated by this
Agreement or the taking of any action (or omitting to take any action) that
Parent, in its capacity as a party to this Agreement and not in any other
capacity with respect to ATN or Atlas Energy Management, has requested or to
which Parent has consented; or (viii) changes in the price or trading volume of
the ATN Common Units (provided that the underlying causes of any such changes
may be considered in determining whether an ATN Material Adverse Effect has
occurred).

     

    
      
        
        

      

      
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    Section 4.2    Subsidiaries.  Each
Subsidiary of ATN (i) is duly organized and validly existing under the Laws of
its jurisdiction of organization, (ii) has the requisite corporate or other
business entity power and authority to own or lease its properties and to carry
on its business as it is now being conducted and (iii) is duly licensed or
qualified to do business in each jurisdiction in which the nature of the
business conducted by it or the character of the properties owned or leased by
it makes such licensing or qualification necessary, in each case, except as
would not, individually or in the aggregate, have an ATN Material Adverse
Effect.  Other than with respect to ATN’s Subsidiaries, ATN does not
directly or indirectly own any equity interest in, or any interest convertible
into or exchangeable or exercisable for, any equity interest in, any
corporation, partnership, joint venture or other business entity, other than
equity interests held for investment that are not, in the aggregate, material to
ATN.  All of ATN’s equity interests in its Subsidiaries, whether
directly or indirectly owned, are held free and clear of any Lien (other than in
favor of ATN or any of its Subsidiaries), no equity interests of any of ATN’s
Subsidiaries are or may become required to be issued by reason of any Rights,
there are no contracts, commitments, understandings or arrangements by which any
of ATN’s Subsidiaries is or may be bound to sell or otherwise transfer any
equity interests of any such Subsidiaries, there are no contracts, commitments,
understandings, or arrangements relating to ATN’s rights to vote or to dispose
of such equity interests, and all of the equity interests of each such
Subsidiary held by ATN or its Subsidiaries are fully paid and nonassessable and
are owned by ATN or its Subsidiaries free and clear of any Liens.

     

    Section 4.3    Capitalization.

     

    (a)           As
of March 31, 2009, there were 63,381,249 ATN Common Units issued and outstanding
(46,905 of which were ATN Restricted Units), and all of such ATN Common Units
and the member interests represented thereby were duly authorized and validly
issued in accordance with the Operating Agreement and are fully paid (to the
extent required under the Operating Agreement) and nonassessable (except as such
nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware
LLC Act).  As of March 31, 2009, Atlas Energy Management owned
1,293,496 Class A Units, representing all of the issued and outstanding Class A
Units and a 2% equity interest in ATN, and all of the MIIs, and such Class A
Units and MIIs were duly authorized and validly issued in accordance with the
Operating Agreement.


    
      
         


      

      
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    (b)           As
of the date hereof, there are no interests of ATN’s equity securities authorized
and reserved for issuance, ATN does not have any Rights issued or outstanding
with respect to its equity securities, and ATN does not have any commitment to
authorize, issue or sell any such equity securities or Rights, except pursuant
to this Agreement.  Since December 31, 2008, ATN has not issued any
interests of ATN’s equity securities or Rights in respect thereof or reserved
any interests of ATN’s equity securities for such purposes except pursuant to
plans or commitments set forth in Section 4.3(b)
of the ATN Disclosure Schedule.  There are no outstanding contractual
obligations of ATN or any of its Subsidiaries to repurchase, redeem or otherwise
acquire any equity interests of ATN or any of its Subsidiaries.

     

    (c)           The
number of ATN Common Units that are issuable and reserved for issuance upon
exercise of ATN Unit Options and the vesting of ATN Phantom Units as of the date
hereof are set forth in Section 4.3(c) of the
ATN Disclosure Schedule.

     

    (d)           Other
than with respect to the ATN Long-Term Incentive Plan, neither ATN nor any of
its Subsidiaries, (i) sponsors, maintains, directly contributes or is obligated
to directly contribute to, any Benefit Plan for the benefit of any employee,
former employee, director or former director of ATN or any of its Subsidiaries
or (ii) otherwise provides or is obligated to provide benefits to any current,
former or future employee, officer or director of ATN or any of its Subsidiaries
or to any beneficiary or dependent thereof under any Benefit
Plan.  For purposes of the foregoing, a “Benefit Plan” means any
material “employee benefit plan” as defined in Section 3(3) of ERISA, whether or
not subject to ERISA, material employment, consulting, bonus, incentive or
deferred compensation, vacation, stock option or other equity-based, severance,
termination, retention, change of control, profit-sharing, fringe benefit or
other similar material plan, program, agreement or commitment, whether written
or unwritten; provided, however, that “Benefit Plan” shall not include any
employee benefit plan that is sponsored by Parent.

     

    Section 4.4    Authority; Due
Authorization; Binding Agreement; Approval.

     

    (a)           ATN
has all requisite limited liability power and authority to enter into this
Agreement and to perform its obligations under this Agreement subject, with
respect to the Merger, to the adoption of this Agreement by the affirmative vote
of the ATN Unitholders and the Class A Units, to the extent required by the
Operating Agreement and applicable Law.

     

    (b)           The
execution, delivery and performance of this Agreement by ATN and the
consummation by ATN of the transactions contemplated hereby have been duly and
validly authorized by all requisite limited liability action on the part of ATN
(other than receipt of the ATN Unitholder Approval and the filing of appropriate
merger documents as required by the Delaware LLC Act).

     

    (c)           This
Agreement has been duly executed and delivered by ATN and, assuming the due
authorization, execution and delivery hereof by Parent, constitutes a valid and
binding obligation of ATN, enforceable against ATN in accordance with its terms,
except as limited by bankruptcy, insolvency, moratorium, fraudulent transfer,
reorganization and other Laws of general applicability relating to or affecting
the rights or remedies of creditors and by general equitable principles (whether
considered in a proceeding in equity or at Law).


    
      
         


      

      
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    Section 4.5    ATN Board
Recommendation; Opinion of ATN Financial Advisor.

     

    (a)           At
a meeting duly called and held, the ATN Special Committee, the members of which
constitute a majority of the members of the ATN Conflicts Committee, determined
by unanimous vote of all of its members that this Agreement and the transactions
contemplated hereby are advisable, fair and reasonable to and in the best
interests of the Unaffiliated Unitholders and ATN, and resolved to recommend
that the full ATN Board adopt this Agreement, approve the transactions
contemplated hereby, and recommend the adoption of this Agreement and approval
of the transactions contemplated hereby by the ATN Unitholders.  At a
meeting duly called and held, the ATN Board ((x) by unanimous vote of all of its
members, other than Edward Cohen, Jonathan Cohen, Bruce Wolf and Richard Weber,
who recused themselves, and (y) separately by the unanimous approval of all
of the independent members of the ATN Board, with Bruce Wolf and Richard Weber
present and abstaining from the vote), upon the recommendation of the ATN
Special Committee, (i) determined that this Agreement and the transactions
contemplated hereby are advisable, fair and reasonable to and in the best
interests of the Unaffiliated Unitholders and ATN and (ii) approved and adopted
this Agreement and determined to recommend its adoption and approval by the ATN
Unitholders.  The approval of the members of the Special Committee,
which members constitute a majority of the members of the ATN Conflicts
Committee, constitutes approval of a majority of the members of the ATN
Conflicts Committee.

     

    (b)           UBS
Securities LLC (the “ATN
Financial Advisor”) has orally delivered to the ATN Special Committee its
opinion, the written form of which, dated the same date, to be delivered
subsequently, to the effect that, as of the date of such opinion and based upon
and subject to the matters set forth therein, the Exchange Ratio is fair, from a
financial point of view, to the holders of ATN Common Units (other than as set
forth in such opinion).  A copy of such opinion shall be provided to
Parent, solely for informational purposes, promptly following its delivery in
written form to the ATN Special Committee.

     

    Section 4.6    No Violation;
Consents.

     

    (a)           The
execution and delivery of this Agreement by ATN does not, and the consummation
by ATN of the transactions contemplated hereby will not (i) violate the
Operating Agreement (assuming that the ATN Unitholder Approval is obtained),
(ii) constitute a breach or violation of, or a default (or an event which, 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 ATN or any of its Subsidiaries is a party or by which any of
them or any of their respective properties are bound, (iii) (assuming that the
consents and approvals referred to in Section 4.6(b) are
duly and timely made or obtained and that, to the extent required by applicable
Law, the adoption of this Agreement by the affirmative vote of ATN Unitholders
is obtained) violate any Law applicable to ATN or any of its Subsidiaries or any
of their properties, (iv) result in the creation or imposition of any Lien upon
any property of ATN or its Subsidiaries pursuant to the agreements and
instruments referred to in clause (ii) or (v) cause the transactions
contemplated by this Agreement to be subject to Takeover Laws, except, in the
case of clause (ii), (iii), (iv) or (v), for such conflicts, breaches,
violations, defaults, Liens or subjection, that would not, individually or in
the aggregate, have an ATN Material Adverse Effect.


    
      
         


      

      
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    (b)           Except
for (i) expiration or termination of any waiting period applicable to the
transactions contemplated by this Agreement under the HSR Act, (ii) compliance
with any applicable requirements of (A) the Securities Act, the Exchange Act and
any other applicable U.S. state or federal securities Laws and (B) the NYSE and
NASDAQ, (iii) filing or recordation of the Certificate of Merger or other
appropriate documents as required by the Delaware LLC Act or applicable Law of
other states in which ATN is qualified to do business, (iv) any governmental
authorizations, consents, approvals or filings necessary for transfers of
permits and licenses or made in connection with the transfer of interests in or
the change of control of ownership in oil and gas properties and (v) such other
authorizations, consents, approvals or filings the failure of which to obtain or
make would not, individually or in the aggregate, have an ATN Material Adverse
Effect, no authorization, consent or approval of or filing with any Governmental
Authority is required to be obtained or made by ATN for the execution and
delivery by ATN of this Agreement or the consummation by ATN of the transactions
contemplated hereby.

     

    Section 4.7    Compliance.

     

    (a)           Neither
ATN nor any of its Subsidiaries is in (i) violation of the Operating Agreement,
its certificate of formation or other equivalent governing documents, as
applicable; (ii) violation of any applicable Law, except that no representation
or warranty is made in this Section 4.7 with
respect to Laws relating to Tax, which are addressed exclusively in Sections 4.13; or
(iii) default in the performance of any obligation, agreement, covenant or
condition under any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which ATN or any of its Subsidiaries is a party
or by which any of them or any of their respective properties are bound; except,
in the case of clauses (ii) and (iii), for such violations or defaults that,
individually or in the aggregate, would not have an ATN Material Adverse
Effect.

     

    (b)           Except
as would not have, individually or in the aggregate, an ATN Material Adverse
Effect or with respect to properties or operations that have been sold or
otherwise disposed of or are reflected as having been sold or otherwise disposed
of in the ATN SEC Reports filed prior to the date hereof, as of the date hereof,
(i) ATN and its Subsidiaries are in possession of all franchises, tariffs,
grants, authorizations, licenses, permits, easements, variances, exceptions,
consents, certificates, approvals and orders of any Governmental Authority
necessary for ATN and its Subsidiaries to own, lease and operate their
properties and assets or to carry on their businesses as they are now being
conducted (the “ATN
Permits”), (ii) all ATN Permits are in full force and effect, (iii) no
suspension or cancellation of any of the ATN Permits is pending or, to the
knowledge of ATN, threatened, (iv) ATN and its Subsidiaries are not, and since
January 1, 2009 have not been, in violation or breach of, or default under, any
ATN Permit and (v) to the knowledge of ATN, no event or condition has occurred
which would reasonably be expected to result in a violation or breach of any ATN
Permit (in each case, with or without notice or lapse of time or
both).


    
      
         


      

      
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    Section 4.8    SEC Filings;
Financial Statements.

     

    (a)           ATN
has filed all reports, schedules, registration statements, definitive proxy
statements and exhibits to the foregoing documents required to be filed by it
with the SEC since January 1, 2007 (collectively, the “ATN SEC
Reports”).  As of their respective dates, (i) the ATN SEC
Reports complied in all material respects with the applicable requirements of
the Securities Act or the Exchange Act, as the case may be, and (ii) none of the
ATN SEC Reports, as finally amended prior to the date hereof, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.  No ATN
Subsidiary is currently required to file any form, report or other document with
the SEC under Section 13(a) or 15(d) of the Exchange Act.

     

    (b)           The
historical financial statements of ATN, together with the related schedules and
notes thereto, included in ATN SEC Reports present fairly, in all material
respects, the consolidated financial position of ATN and its consolidated
subsidiaries at the dates indicated, and the consolidated results of operations
and consolidated cash flows of ATN and its consolidated subsidiaries for the
periods specified; and such historical financial statements have been prepared
in conformity with GAAP applied on a consistent basis throughout the periods
involved, in all material respects, except as noted therein.

     

    Section 4.9    No Undisclosed
Liabilities.  Except
(i) as reflected or reserved against in ATN’s consolidated balance sheet (or
notes thereto) as of December 31, 2008 included in its Annual Report on Form
10-K for the year ended December 31, 2008, (ii) for liabilities and obligations
arising under this Agreement and transactions contemplated by this Agreement,
and (iii) for liabilities and obligations incurred since December 31, 2008 in
the ordinary course of business consistent with past practice, neither ATN nor
any Subsidiary of ATN has any liabilities or obligations of a nature required by
GAAP to be reflected in a consolidated balance sheet (or notes thereto) that
would have, individually or in the aggregate, an ATN Material Adverse
Effect.

     

    Section 4.10    Absence of
Certain Changes or Events.  Since
December 31, 2008, except as
contemplated by this Agreement or disclosed in the ATN SEC Reports filed prior
to the date hereof, ATN has conducted its businesses only in the ordinary course
and there has not been (i) any event having, individually or in the aggregate,
an ATN Material Adverse Effect, (ii) through the date of this Agreement,
any change by ATN in its accounting methods, principles or practices materially
affecting the consolidated assets, liabilities or results of operations of ATN
and its consolidated Subsidiaries, except insofar as may have been required by a
change in GAAP (iii) through the date of this Agreement, any change or
revocation or filing of any material Tax election or any settlement or
compromise of any material Tax liability; or (iv) through the date of this
Agreement, any declaration, setting aside or payment of any dividend or
distribution in respect of any equity interests of ATN or any redemption,
purchase or other acquisition for value of any of its equity interests, other
than regular quarterly cash distributions of Available Cash (as defined in the
Operating Agreement) on the ATN Common Units, the Class A Units and the MIIs of
ATN in the ordinary course of business.

     

    
      
        
        

      

      
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    Section 4.11   Litigation.  Except
with respect to Tax matters, which are addressed exclusively in Section 4.13, there
is no action, suit or proceeding before or by any Governmental Authority now
pending, or, to the knowledge of ATN, threatened, against ATN or any of its
Subsidiaries that would have an ATN Material Adverse Effect.

     

    Section 4.12   Proxy
Statement.  None
of the information to be supplied by ATN for inclusion in (a) the Joint Proxy
Statement to be filed by ATN and Parent with the SEC, and any amendments or
supplements thereto, or (b) the Registration Statement to be filed by Parent
with the SEC in connection with the Merger, and any amendments or supplements
thereto, will, at the respective times such documents are filed, and, in the
case of the Joint Proxy Statement, at the time the Joint Proxy Statement or any
amendment or supplement thereto is first mailed to ATN Unitholders and Parent
stockholders, at the time of the ATN Meeting and the Parent Meeting and at the
Effective Time, and, in the case of the Registration Statement, when it becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be made therein or necessary
in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.

     

    Section 4.13   Taxes.  Except
as would not have, individually or in the aggregate, an ATN Material Adverse
Effect:

     

    (a)           Each
of ATN, its Subsidiaries and any affiliated, combined or unitary group of which
any such entity is or was a member has timely (taking into account any
extensions) filed all federal, state, local and foreign returns, declarations,
reports, estimates, information returns and statements (“Tax Returns”) required to be
filed in respect of any Taxes, and has timely paid all Taxes whether or not
shown by such Tax Returns to be due and payable.

     

    (b)           Each
of ATN and its subsidiaries has established reserves that are adequate in the
aggregate for the payment of all Taxes that have accrued but that are not yet
due and payable through the date hereof, and complied in all respects with all
applicable Laws relating to the payment and withholding of Taxes.

     

    (c)           Section 4.13 of the
ATN Disclosure Schedule sets forth the last taxable period through which the
federal income Tax Returns of ATN and its Subsidiaries have been examined by the
Internal Revenue Service (the “IRS”) or otherwise
closed.  All deficiencies asserted as a result of such examinations
and any examination by any applicable state or local taxing authority have been
paid, fully settled or are being contested in good faith and are adequately
provided for in ATN’s most recent audited financial
statements.  Except as provided for in the ATN SEC Reports filed prior
to the date hereof, no audits or other administrative proceedings or court
proceedings are presently pending with regard to any Taxes for which ATN or any
of its Subsidiaries would be liable, and no deficiency which has not yet been
paid for any such Taxes has been proposed, asserted or assessed against ATN or
any of its Subsidiaries with respect to any period.


    
      
         


      

      
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    (d)           Neither
ATN nor any of its Subsidiaries has executed or entered into with the IRS or any
taxing authority (i) any agreement or other document extending or having the
effect of extending the period for assessment or collection of any Tax for which
ATN or any of its Subsidiaries would be liable or (ii) a closing agreement
pursuant to Section 7121 of the Code or any similar provision of state or local
income tax Law that relates to ATN or any of its Subsidiaries.

     

    (e)           Neither
ATN nor any of its Subsidiaries is a party to, is bound by or has any obligation
under any Tax sharing agreement or similar agreement or
arrangement.

     

    (f)           Neither
ATN nor any of its Subsidiaries has been a “controlled corporation” or a
“distributing corporation” in any distribution that was purported or intended to
be governed by Section 355 of the Code (or any similar provision of state, local
or foreign Law) (i) occurring during the two-year period ending on the date
hereof, or (ii) that otherwise constitutes part of a “plan” or “series of
related transactions” (within the meaning of Section 355(e) of the Code) that
includes the Merger.

     

    (g)           ATN
qualifies, and has since the date of its formation qualified, to be treated as a
partnership for federal, state and local income tax purposes, and ATN has not
taken a position inconsistent with such treatment with regard to any
Tax.

     

    (h)           Each
Subsidiary of ATN qualifies, and has since the date of its formation qualified,
to be treated either as an entity disregarded from its owner or as a partnership
for federal, state and local income tax purposes, and none of any such
Subsidiary or ATN has taken a position inconsistent with such treatment with
regard to any Tax.

     

    (i)           Neither
ATN nor any of its Subsidiaries has any liability in respect of Taxes arising by
reason of contract, assumption, transferee liability, operation of Law, Treasury
Regulation Section 1.1502-6 (or any similar provision of Law) or
otherwise.

     

    Section 4.14   Brokers;
Transaction Fees.  No
broker, finder or investment banker (other than the ATN Financial Advisor) is
entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of ATN.

     

    Section 4.15   Quarterly
Distribution.  With
respect to the quarter ended March 31, 2009, the ATN Board has, in accordance
with the Operating Agreement, made such determinations (including as to
Available Cash (as defined in the Operating Agreement) and cash reserves and
other deductions to Available Cash) such that ATN shall not, and shall not
permit any of its Subsidiaries (except for upstream distributions to ATN made by
such Subsidiaries or, with respect to any of ATN’s Subsidiaries that are not
wholly owned, distributions to any third party required pursuant to any
contractual or fiduciary duty or obligation) to, declare, set aside, make or pay
any dividend or other distribution, payable in cash, units, property or
otherwise, with respect to any of its equity interests.


    
      
         


      

      
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    ARTICLE
V

     

    REPRESENTATIONS
AND WARRANTIES OF PARENT

     

    Parent
hereby (and with respect to Section 5.17 only,
Atlas Energy Management) represents and warrants to ATN that, except as
otherwise set forth (i) in Parent’s Disclosure Schedule to this Agreement (the
“Parent Disclosure
Schedule”) (it being agreed that disclosure of any item in any section of
the Parent Disclosure Schedule shall also be deemed to be disclosed with respect
to any other section of this Article V to which
the relevance of such item is reasonably apparent on its face) or (ii) in the
Parent SEC Reports (excluding any forward-looking statements included therein or
any statements of a cautionary nature that are not historical facts in any risk
factor section of such documents) filed with the SEC prior to the date of this
Agreement:

     

    Section 5.1    Organization
and Qualification.  Parent
is a corporation duly incorporated
and validly existing in good standing under the Laws of the State of
Delaware.  Parent has the requisite corporate power and authority to
own or lease its properties and to carry on its business as it is now being
conducted and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character of the
properties owned or leased by it makes such licensing or qualification
necessary, except where the failure to be so licensed or qualified would not,
individually or in the aggregate, have a Parent Material Adverse Effect (as
defined below).  When used in connection with Parent or any of its
Subsidiaries, the term “Parent
Material Adverse Effect” shall mean any state of facts, circumstance,
change or effect that is materially adverse to the business, financial condition
or results of operations of Parent and its Subsidiaries (including ATN and its
Subsidiaries), taken as a whole, except that none of the following (or the
effects thereof) will be deemed to constitute, and none of the following will be
taken into account in determining whether there has been or if there is
reasonably likely to be, a Parent Material Adverse Effect:  (i)
general economic conditions, changes in securities markets (including any
disruption thereof), regulatory or political conditions, including any
engagement in hostilities, whether or not pursuant to the declaration of a
national emergency or war, the occurrence of any military or terrorist attack or
a general economic recession, natural disasters or other force majeure events,
in each case in the United States or elsewhere, except to the extent that such
conditions, changes or events affect Parent in a materially disproportionate and
adverse manner when compared to companies of similar size operating in the same
industry or market as Parent; (ii) changes in or events or conditions
generally affecting the oil and gas exploration and development industry
(including changes in commodity prices and general market prices), except to the
extent that such conditions, changes or events affect Parent in a materially
disproportionate and adverse manner when compared to companies of similar size
operating in the same industry or market as Parent; provided, however, that the
bankruptcy of Parent shall be considered to be a Parent Material Adverse Effect;
(iii) changes in Laws or GAAP or interpretations thereof, except to the extent
that such changes affect Parent in a materially disproportionate and adverse
manner when compared to companies of similar size operating in the same industry
or market as Parent; (iv) the announcement or pendency of this Agreement, any
actions taken in compliance with this Agreement or the consummation of the
Merger; (v) any failure by Parent to meet estimates of revenues or earnings for
any period ending after the date of this Agreement (provided that the underlying
causes of any such failure may be considered in determining whether a Parent
Material Adverse Effect has occurred); (vi) the downgrade in rating of any debt
securities of Parent by Standard & Poor’s Rating Group, Moody’s Investor
Services, Inc. or Fitch Ratings (provided that the underlying causes of any such
downgrade may be considered in determining whether a Parent Material Adverse
Effect has occurred); (vii) the taking of any action (or omitting to take any
action) required or contemplated by this Agreement or the taking of any action
(or omitting to take any action) that ATN has requested or to which ATN has
consented; or (viii) changes in the price or trading volume of Parent’s stock
(provided that the underlying causes of any such changes may be considered in
determining whether a Parent Material Adverse Effect has occurred).

     

    
      
        
        

      

      
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    Section 5.2    Subsidiaries.  Each
Subsidiary of Parent (i) is duly organized and validly existing under the Laws
of its jurisdiction of organization, (ii) has the requisite corporate or other
business entity power and authority to own or lease its properties and to carry
on its business as it is now being conducted and (iii) is duly licensed or
qualified to do business in each jurisdiction in which the nature of the
business conducted by it or the character of the properties owned or leased by
it makes such licensing or qualification necessary, in each case, except as
would not, individually or in the aggregate, have a Parent Material Adverse
Effect.  Other than with respect to Parent’s Subsidiaries, Parent does
not directly or indirectly own any equity interest in, or any interest
convertible into or exchangeable or exercisable for, any equity interest in, any
corporation, partnership, joint venture or other business entity, other than
equity interests held for investment that are not, in the aggregate, material to
Parent.  Except as set forth in Section 5.2 of the
Parent Disclosure Schedule, all of the equity interests Parent owns in each of
its Subsidiaries, whether directly or through Parent’s Subsidiaries, are held
free and clear of any Lien (other than in favor of Parent or any of its
Subsidiaries), no equity interests of any of Parent’s Subsidiaries are or may
become required to be issued by reason of any Rights, there are no contracts,
commitments, understandings or arrangements by which any of Parent’s
Subsidiaries is or may be bound to sell or otherwise transfer any equity
interests of any such Subsidiaries, there are no contracts, commitments,
understandings, or arrangements relating to Parent’s rights to vote or to
dispose of such equity interests, and all of the equity interests of each such
Subsidiary held by Parent or its Subsidiaries are fully paid and nonassessable
and are owned by Parent or its Subsidiaries free and clear of any
Liens.


    
      
         


      

      
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    Section 5.3    Capitalization.

     

    (a)           The
authorized capital stock of Parent consists of 49,000,000 shares of common
stock, par value $0.01 per share of Parent (“Parent Common Stock”) and
1,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred
Stock”).  As of April 20, 2009, (i) 39,412,758 shares of Parent
Common Stock were issued and outstanding (including, for the avoidance of doubt,
shares of Parent Common Stock in the form of restricted stock issued pursuant to
employee benefit plans of Parent), all of which were validly issued, fully paid
and nonassessable (except for any restricted stock), and none of which were
issued in violation of any preemptive or similar rights of any securityholder of
Parent, (ii) options to purchase an aggregate of 3,725,313 shares of Parent
Common Stock were issued and outstanding and (iii) no shares of Parent Preferred
Stock were issued and outstanding.

     

    (b)           As
of the date hereof, except as set forth in Section 5.3(b) of the
Parent Disclosure Schedule, there are no interests of Parent’s equity securities
authorized and reserved for issuance, Parent does not have any Rights issued or
outstanding with respect to its equity securities, and Parent does not have any
commitment to authorize, issue or sell any such equity securities or Rights,
except pursuant to this Agreement.  Since December 31, 2008, Parent
has not issued any interests of Parent’s equity securities or rights in respect
thereof or reserved any interests of Parent’s equity securities for such
purposes except pursuant to plans or commitments set forth in Section 5.3(b) of the
Parent Disclosure Schedule.  There are no outstanding contractual
obligations of Parent or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any equity interests of Parent or any of its
Subsidiaries.

     

    Section 5.4    Authority; Due
Authorization; Binding Agreement.

     

    (a)           Parent
has all requisite corporate power and authority to enter into this Agreement and
to perform its obligations under this Agreement.

     

    (b)           The
execution, delivery and performance of this Agreement by Parent and the
consummation of the transactions contemplated hereby by Parent has been duly and
validly authorized by all requisite corporate action on the part of Parent
(other than, with respect to the Stock Issuance, the approval of the Stock
Issuance by the affirmative vote of Parent Stockholders, to the extent required
by applicable Law, with respect to the adoption of the Amended and Restated
Certificate of Incorporation of Parent to increase the number of authorized
shares of Parent Common Stock (the “Charter Amendment”), the
adoption of the Charter Amendment by the affirmative vote of a majority of the
outstanding shares of Parent Common Stock and the subsequent filing of the
Charter Amendment with the Secretary of State of the State of Delaware, and the
filing of appropriate merger documents as required by the Delaware LLC
Act).

     

    (c)           This
Agreement has been duly executed and delivered Parent and, assuming the due
authorization, execution and delivery hereof by ATN, constitutes a valid and
binding obligation of Parent, enforceable against it in accordance with its
terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent
transfer, reorganization and other Laws of general applicability relating to or
affecting the rights or remedies of creditors and by general equitable
principles (whether considered in a proceeding in equity or at
Law).


    
      
         


      

      
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    Section 5.5    Parent Board
Recommendation; Opinion of Parent Financial Advisor.

     

    (a)           At
a meeting duly called and held, the Parent Board determined that this Agreement
and the transactions contemplated hereby, including the Stock Issuance and the
Charter Amendment, are advisable, fair to, and in the best interests of, Parent
and its stockholders, and recommended that the Parent Board approve this
Agreement and the transactions contemplated hereby and recommend to the
stockholders of Parent that they approve the Stock Issuance and adopt the
Charter Amendment; and

     

    (b)           J.P.
Morgan Securities Inc. (“Parent Financial Advisor”)
has delivered to the Parent Board its opinion, to be delivered subsequently in
writing, to the effect that, as of the date thereof and based upon and subject
to the matters set forth therein, the Exchange Ratio is fair to Parent from a
financial point of view.  A copy of such opinion shall be provided to
the ATN Special Committee, solely for informational purposes, promptly following
its delivery in written form to the Parent Board.

     

    Section 5.6    No Violation;
Consents.

     

    (a)           The
execution and delivery of this Agreement by Parent does not, and consummation by
Parent of the transactions contemplated hereby will not, (i) violate the
certificate of incorporation or bylaws or other comparable governing documents
of Parent, (ii) constitute a breach or violation of, or a default (or an event
which, 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 Parent or any of its Subsidiaries is a party or
by which any of them or any of their respective properties are bound, (iii)
(assuming that the consents and approvals referred to in Section 5.6(b) are
duly and timely made or obtained and that, to the extent required by applicable
Law, the adoption of Stock Issuance by the affirmative vote of the Parent
Stockholders is obtained) violate any Law applicable to Parent any of its
Subsidiaries or any of their properties, (iv) result in the creation or
imposition of any Lien upon any property of Parent or any of its Subsidiaries
pursuant to the agreements and instruments referred to in clause (ii) or (v)
cause the transactions contemplated by this Agreement to be subject to Takeover
Laws, except, in the case of clause (ii), (iii), (iv) or (v), for such
conflicts, breaches, violations, defaults, Liens, or subjection, that would not,
individually or in the aggregate, have a Parent Material Adverse
Effect.


    
      
         


      

      
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      (b)           Except
for (i) expiration or termination of any waiting period applicable to the
transactions contemplated by this Agreement under the HSR Act, (ii) compliance
with any applicable requirements of (A) the Securities Act, the Exchange Act and
any other applicable U.S.  state or federal securities Laws and (B)
the NYSE and NASDAQ, (iii) filing or recordation of merger or other appropriate
documents as required by the Delaware LLC Act or applicable Law of other states
in which Parent or Merger Sub is qualified to do business, (iv) any governmental
consents necessary for transfers of permits and licenses and (v) such other
authorizations, consents, approvals or filings the failure of which to obtain or
make would not, individually or in the aggregate, have a Parent Material Adverse
Effect, except as otherwise set forth on Section
5.6(b) of the Parent Disclosure Schedule, no authorization, consent or
approval of or filing with any Governmental Authority is required to be obtained
or made by Parent or any ultimate parent entity or controlling person of Parent
for the execution and delivery by either of them of this Agreement or the
consummation by either of them of the transactions contemplated
hereby.

       

      Section
5.7    Compliance.

       

      (a)           Neither
Parent nor any of its Subsidiaries is in (i) violation of its certificate of
incorporation, bylaws or other equivalent governing documents, as applicable,
(ii) violation of any applicable Law, except that no representation or warranty
is made in this Section
5.7 with respect to Laws relating to Tax, which are addressed exclusively
in Sections
5.13, or (iii) default in the performance of any obligation, agreement,
covenant or condition under any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which Parent or any of its
Subsidiaries is a party or by which any of them or any of their respective
properties are bound, except, in the case of clauses (ii) and (iii), for such
violations or defaults that, individually or in the aggregate, would not have a
Parent Material Adverse Effect.

       

      (b)           Except
as would not have, individually or in the aggregate, a Parent Material Adverse
Effect or with respect to properties or operations that have been sold or
otherwise disposed of or are reflected as having been sold or otherwise disposed
of in the Parent SEC Reports filed prior to the date hereof, as of the date
hereof, (i) Parent and its Subsidiaries are in possession of all franchises,
tariffs, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates, approvals and orders of any Governmental
Entity necessary for Parent and its Subsidiaries to own, lease and operate their
properties and assets or to carry on their businesses as they are now being
conducted (the “Parent
Permits”), (ii) all Parent Permits are in full force and effect, (iii) no
suspension or cancellation of any of the Parent Permits is pending or, to the
knowledge of Parent, threatened, (iv) Parent and its Subsidiaries are not, and
since January 1, 2009 have not been, in violation or breach of, or default
under, any Parent Permit and (v) to the knowledge of Parent, no event or
condition has occurred which would reasonably be expected to result in a
violation or breach of any Parent Permit (in each case, with or without notice
or lapse of time or both).

       

      Section
5.8     SEC
Filings; Financial Statements.

       

      (a)           Parent
has filed all reports, schedules, registration statements, definitive proxy
statements and exhibits to the foregoing documents required to be filed by it
with the SEC since January 1, 2007 (collectively, the “Parent
SEC Reports”).  As of their respective dates, (i) the Parent
SEC Reports complied in all material respects with the applicable requirements
of the Securities Act or the Exchange Act, as the case may be, and (ii) none of
the Parent SEC Reports, as finally amended prior to the date hereof, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  No Parent Subsidiary, other than Atlas Pipeline Partners,
L.P. and Atlas Pipeline Holdings, L.P., is currently required to file any form,
report or other document with the SEC under Section 13(a) or 15(d) of the
Exchange Act.

       

      
        
          
          

        

        
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    (b)           The
historical financial statements of Parent, together with the related schedules
and notes thereto, included in the Parent SEC Reports present fairly, in all
material respects, the consolidated financial position of Parent and its
consolidated subsidiaries at the dates indicated, and the consolidated results
of operations and consolidated cash flows of Parent and its consolidated
subsidiaries for the periods specified; and such historical financial statements
have been prepared in conformity with GAAP applied on a consistent basis
throughout the periods involved, in all material respects, except as noted
therein.

     

    Section
5.9     No
Undisclosed Liabilities.  Except
(i) as reflected or reserved against in Parent’s consolidated balance sheet (or
notes thereto) as of December 31, 2008 included in its Annual Report on Form
10-K for the year ended December 31, 2008, (ii) for liabilities and obligations
arising under this Agreement and transactions contemplated by this Agreement,
and (iii) for liabilities and obligations incurred since December 31, 2008 in
the ordinary course of business consistent with past practice, neither Parent
nor any Subsidiary of Parent has any liabilities or obligations of a nature
required by GAAP to be reflected in a consolidated balance sheet (or notes
thereto) that would have, individually or in the aggregate, a Parent Material
Adverse Effect.

     

    Section
5.10   Absence
of Certain Changes or Events.  Since
December 31, 2008, except as contemplated by this Agreement or disclosed in the
Parent SEC Reports filed prior to the date hereof, Parent has conducted its
businesses only in the ordinary course and there has not been (i) any event
having, individually or in the aggregate, a Parent Material Adverse Effect, (ii)
through the date of this Agreement, any change by Parent in its accounting
methods, principles or practices materially affecting the consolidated assets,
liabilities or results of operations of Parent and its consolidated
subsidiaries, except insofar as may have been required by a change in GAAP or
(iii) through the date of this Agreement, any declaration, setting aside or
payment of any dividend or distribution in respect of any capital stock of
Parent or any redemption, purchase or other acquisition for value of any of its
capital stock, other than regular dividends.

     

    Section
5.11   Litigation.
 Except
with respect to Tax matters, which are addressed exclusively in Section
5.13, there is no action, suit or proceeding before or by any
Governmental Authority now pending, or, to the knowledge of Parent, threatened,
against Parent or any of its subsidiaries that would have a Parent Material
Adverse Effect.

     

    Section
5.12   Proxy
Statement.  None
of the information to be supplied by Parent for inclusion in (a) the Joint Proxy
Statement to be filed by ATN and Parent with the SEC, and any amendments or
supplements thereto, or (b) the Registration Statement to be filed by Parent
with the SEC in connection with the Merger, and any amendments or supplements
thereto, will, at the respective times such documents are filed, and, in the
case of the Joint Proxy Statement, at the time the Joint Proxy Statement or any
amendment or supplement thereto is first mailed to ATN Unitholders and Parent
stockholders, at the time of the ATN Meeting and the Parent Meeting and at the
Effective Time, and, in the case of the Registration Statement, when it becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be made therein or necessary
in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.

     

    
      
        
        

      

      
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    Section
5.13   Taxes.  Except
as would not have, individually or in the aggregate, a Parent Material Adverse
Effect:

     

    (a)          Each
of Parent, its Subsidiaries and any affiliated, combined or unitary group of
which any such entity is or was a member has timely (taking into account any
extensions) filed all Tax Returns required to be filed in respect of any Taxes,
and has timely paid all Taxes whether or not shown by such Tax Returns to be due
and payable.

     

    (b)          Each
of Parent and its Subsidiaries has established reserves that are adequate in the
aggregate for the payment of all Taxes that have accrued but that are not yet
due and payable through the date hereof, and complied in all respects with all
applicable Laws relating to the payment and withholding of Taxes.

     

    (c)          Section
5.13 of the Parent Disclosure Schedule sets forth the last taxable period
through which the federal income Tax Returns of Parent and its Subsidiaries have
been examined by the IRS or otherwise closed. All deficiencies asserted as a
result of such examinations and any examination by any applicable state or local
taxing authority have been paid, fully settled or are being contested in good
faith and are adequately provided for in Parent’s most recent audited financial
statements.  Except as provided for in the Parent SEC Reports filed
prior to the date hereof, no audits or other administrative proceedings or court
proceedings are presently pending with regard to any Taxes for which Parent or
any of its Subsidiaries would be liable, and no deficiency which has not yet
been paid for any such Taxes has been proposed, asserted or assessed against
Parent or any of its Subsidiaries with respect to any period.

     

    (d)          Neither
Parent nor any of its Subsidiaries has executed or entered into with the IRS or
any taxing authority (i) any agreement or other document extending or having the
effect of extending the period for assessment or collection of any Tax for which
Parent or any of its Subsidiaries would be liable or (ii) a closing agreement
pursuant to Section 7121 of the Code or any similar provision of state or local
income tax Law that relates to Parent or any of its Subsidiaries.

     

    (e)          Neither
Parent nor any of its Subsidiaries is a party to, is bound by or has any
obligation under any Tax sharing agreement or similar agreement or
arrangement.

     

    (f)           Neither
Parent nor any of its Subsidiaries has been a “controlled corporation” or a
“distributing corporation” in any distribution that was purported or intended to
be governed by Section 355 of the Code (or any similar provision of state, local
or foreign Law) (i) occurring during the two-year period ending on the date
hereof, or (ii) that otherwise constitutes part of a “plan” or “series of
related transactions” (within the meaning of Section 355(e) of the Code) that
includes the Merger.

     

    
      
        
        

      

      
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    (g)           Neither
Parent nor any of its Subsidiaries has any liability in respect of Taxes arising
by reason of contract, assumption, transferee liability, operation of Law,
Treasury Regulation Section 1.1502-6 (or any similar provision of Law) or
otherwise.

     

    Section
5.14   Commitments. As
of April 23, 2009, Parent has at least $72 million of cash and cash
equivalents.  From April 23, 2009 to the date hereof, Parent has made
no exenditures of any portion of such $72 million other than expenditures that
would not be prohibited by Section 6.2 hereof.  Except as set forth in
Section
5.14 of the Parent Disclosure Schedule, as of the date hereof, or as
permitted to be committed or expended by Parent pursuant to Sections
6.2(b), (c)
and (d)
of this Agreement, none of Parent or any of its Subsidiaries has any plan or
commitment to expend such $72 million of cash or cash
equivalents.

     

    Section
5.15   Brokers.  No
broker, finder or investment banker (other than the Parent Financial Advisor) is
entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on
behalf of Parent for which ATN or any of its Subsidiaries or unitholders will be
liable.

     

    Section 5.16  
Representations
Regarding Merger Sub.

     

    (a)           Merger
Sub shall be formed solely for the purpose of engaging in the transactions
contemplated by this Agreement and, from its formation to the Effective Time,
shall have engaged in no business other than in connection with entering into
this Agreement and engaging in the transactions contemplated
hereby;

     

    (b)           Upon
Merger Sub becoming a party to this Agreement, Merger Sub will be deemed to have
made the same representations set forth in Sections
5.1, 5.4
and 5.6,
modified only to reflect that Merger Sub will be a limited liability company
organized under the laws of the State of Delaware; and

     

    (c)           Following
the formation of Merger Sub until the Effective Time, Parent shall own 100
percent of the outstanding equity interests of Merger Sub.

     

    Section
5.17   Representations
of Atlas Energy Management.  Atlas
Energy Management hereby makes the same representations set forth in Sections
5.1, 5.4
and 5.6,
modified only to reflect that Atlas Energy Management is a corporation organized
under the laws of the State of Delaware.

     

    ARTICLE
VI

     

    ACTIONS
PENDING MERGER

     

    Section
6.1     Conduct
of ATN Business.  ATN
covenants and agrees that, between the date of this Agreement and the earlier of
the Effective Time and the termination of this Agreement in accordance with its
terms, except (i) with the prior written consent of the Parent, which consent
may not be unreasonably withheld, delayed or conditioned, (ii) as contemplated
by this Agreement or by the Disclosure Schedules, (iii) for transactions between
or among ATN and its wholly-owned Subsidiaries or (iv) as may be required under
applicable Law:

     

    
      
        
        

      

      
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    (a)           the
respective businesses of ATN and its Subsidiaries shall be conducted in the
ordinary course and in a manner consistent with past practice, in each case in
all material respects;

     

    (b)           except
in the ordinary course of business and consistent with past practice and not in
excess of $50,000,000 in the aggregate per quarter, ATN shall not, and shall not
permit its Subsidiaries to, (i) acquire, by merging or consolidating with, or by
purchasing an equity interest in or the assets of or by any other manner, any
business or corporation, partnership or other business organization or division
thereof, or otherwise acquire any assets of any other entity (other than the
purchase of assets from suppliers, clients or vendors in the ordinary course of
business and consistent with past practice); or (ii) make any capital
contribution or incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an accommodation
become voluntarily responsible for, the obligations of any Person, or make any
loans or advances;

     

    (c)           ATN
shall not amend or otherwise change its certificate of formation or the
Operating Agreement;

     

    (d)           ATN
shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge,
dispose of, grant, encumber, or authorize the issuance, sale, pledge,
disposition, grant or encumbrance of, any equity interests of any class of ATN
or any of its Subsidiaries, or any options, warrants, convertible securities or
other rights of any kind to acquire any such equity interests, of ATN or any of
its Subsidiaries (except in accordance with the terms of securities or equity
compensation awards outstanding on the date hereof);

     

    (e)           ATN
shall not, and shall not permit any of its Subsidiaries to, (A) declare, set
aside, make or pay any dividend or other distribution, payable in cash, units,
property or otherwise, with respect to any of its equity interests or (B)
reclassify, combine, split or subdivide, or redeem, purchase or otherwise
acquire, directly or indirectly, any of its equity interests;

     

    (f)           ATN
shall not, and shall not permit any of its Subsidiaries to, adopt a plan of
complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization of such
entity;

     

    (g)           ATN
shall not, and shall not permit any of its Subsidiaries to, change its methods
of accounting (other than Tax accounting, which shall be governed by clause (h)
below), except in accordance with changes in GAAP as concurred to by ATN’s
independent auditors;

     

    (h)           ATN
shall not, and shall not permit any of its Subsidiaries to, enter into any
closing agreement with respect to material Taxes, settle or compromise any
material liability for Taxes, revoke, change or make any new material Tax
election, agree to any adjustment of any material Tax attribute, file or
surrender any claim for a material refund of Taxes, execute or consent to any
waivers extending the statutory period of limitations with respect to the
collection or assessment of material Taxes, file any material amended Tax Return
or obtain any material Tax ruling;

     

    
      
        
        

      

      
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    (i)           except
in the ordinary course of business and consistent with past practice, ATN shall
not (A) grant to any current or former director or officer of ATN any
increase in compensation, bonus or fringe or other benefits or grant any type of
compensation or benefit to any such Person not previously receiving or entitled
to receive such compensation, except to the extent required under any ATN
employee benefit plan as in effect as of the date hereof, (B) grant to any
Person any severance, retention, change in control or termination compensation
or benefits or any increase therein, except to the extent required under any ATN
employee benefit plan as in effect as of the date hereof, or (C) enter into
or adopt any material employee benefit plan or amend in any material respect any
employee benefit plan, except for any amendments in the ordinary course of
business consistent with past practice or in order to comply with applicable
Laws (including Section 409A of the Code); and

     

    (j)           ATN
shall not and shall not permit any of its Subsidiaries (as applicable) to agree
or formally commit to do any of the foregoing;

     

    provided,
however, that for purposes of this Section
6.1, ATN’s obligations with respect to any Subsidiaries that are not
wholly owned shall be subject to, and limited by, the contractual and fiduciary
duties and obligations of ATN or any of its Subsidiaries with respect to such
non-wholly owned Subsidiaries.

     

    Section
6.2    Conduct
of Parent Business.  Parent
covenants and agrees that, between the date of this Agreement and the earlier of
the Effective Time and the termination of this Agreement in accordance with its
terms, except (i) with the prior written consent of the ATN Special Committee,
which consent may not be unreasonably withheld, delayed or conditioned, (ii) as
contemplated by this Agreement or by the Disclosure Schedules, (iii) for
transactions between or among Parent and its wholly-owned Section 6.2
Subsidiaries, (iv) as set forth in Section 6.2 of the Parent Disclosure Schedule
or (v) as may be required under applicable Law:

     

    (a)           the
respective businesses of Parent and its Section 6.2 Subsidiaries shall be
conducted in the ordinary course and in a manner consistent with past practice,
in each case in all material respects;

     

    (b)           except
(i) as set forth on Section
6.2 of the Parent Disclosure Schedule, (ii) for normal operating expenses
incurred in the ordinary course of business consistent with past practice of not
more than $1 million per month or $9 million in the aggregate, (iii) for costs
and expenses associated with this Agreement and the consummation of the
transactions contemplated hereby or (iv) as permitted by any other provision of
this Section 6.2, Parent shall not make any expenditures;

     

    
      
        
        

      

      
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    (c)           except
as set forth on Section
6.2 of the Parent Disclosure Schedule, Parent shall not, and shall not
permit any of its Section 6.2 Subsidiaries to, acquire, by merging or
consolidating with, or by purchasing an equity interest in or the assets of or
by any other manner, any business or corporation, partnership or other business
organization or division thereof, or otherwise acquire any assets of any other
entity (other than the purchase of assets from suppliers, clients or vendors in
the ordinary course of business and consistent with past practice);

     

    (d)           except
as set forth on Section
6.2 of the Parent Disclosure Schedule, Parent shall not make any capital
contribution, acquire any securities of any of its Subsidiaries for cash or
incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse, or otherwise as an accommodation become
voluntarily responsible for, the obligations of any Person, or make any loans or
advances, other than intercompany payables owed to Parent relating to services
rendered or benefits provided by Parent for a Subsidiary in the ordinary course
consistent with past practice;

     

    (e)           Parent
shall not, and shall not permit its Section 6.2 Subsidiaries to, adopt or
propose to adopt any amendments to its charter documents;

     

    (f)           Parent
shall not issue (except in accordance with the terms of securities outstanding
on the date hereof or any existing employee ownership or benefit plan or other
contractual obligation), split, combine or reclassify any shares of its capital
stock, declare, set aside or pay any dividend or other distribution (whether in
cash, stock or property or any combination thereof) in respect of its capital
stock or otherwise make any payments to stockholders in their capacity as
such;

     

    (g)           Parent
shall not, and shall not permit any of its Section 6.2 Subsidiaries to, adopt a
plan of complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization of such
entity;

     

    (h)           Parent
shall not, and shall not permit any of its Section 6.2 Subsidiaries to, change
its methods of accounting (other than Tax accounting, which shall be governed by
clause (i) below), except in accordance with changes in GAAP as concurred to by
Parent’s independent auditors;

     

    (i)           Parent
shall not, and shall not permit any of its Section 6.2 Subsidiaries to, enter
into any closing agreement with respect to material Taxes, settle or compromise
any material liability for Taxes, revoke, change or make any new material Tax
election, agree to any adjustment of any material Tax attribute, file or
surrender any claim for a material refund of Taxes, execute or consent to any
waivers extending the statutory period of limitations with respect to the
collection or assessment of material Taxes, file any material amended Tax Return
or obtain any material Tax ruling; and

     

    (j)           Parent
shall not, and shall not permit its Section 6.2 Subsidiaries (as applicable) to,
agree or formally commit to do any of the foregoing;

     

    provided,
however, that for purposes of this Section
6.2, Parent’s obligations with respect to any Subsidiaries that are not
wholly owned shall be subject to, and limited by, the contractual and fiduciary
duties and obligations of Parent or any of its Subsidiaries with respect to such
non-wholly owned Subsidiaries.  “Section 6.2 Subsidiaries” means the
Subsidiaries of Parent other than Atlas Pipeline Holdings GP, LLC, Atlas
Pipeline Holdings, L.P., Atlas Pipeline Partners GP, LLC, Atlas Pipeline
Partners, L.P. or any of their respective Subsidiaries.

     

    
      
        
        

      

      
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    ARTICLE
VII

     

    COVENANTS

     

    ATN
hereby covenants to and agrees with Parent, and Parent hereby covenants to and
agrees with ATN, that:

     

    Section
7.1     Reasonable
Best Efforts.  Subject
to the terms and conditions of this Agreement, each of ATN and Parent shall use
its reasonable best efforts in good faith to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, desirable
or advisable under applicable Laws, so as to permit consummation of the Merger
as soon as reasonably practicable and otherwise to enable consummation of the
transactions contemplated hereby, including (a) obtaining Consent in respect of
the ATN Credit Agreement, (b) taking such actions as set forth in Section
7.7, (c) using reasonable best efforts to lift or rescind any injunction
or restraining order or other order adversely affecting the ability of the
parties to consummate the transactions contemplated hereby, and (d) using
reasonable best efforts to defend any litigation seeking to enjoin, prevent or
delay the consummation of the transactions contemplated hereby or seeking
material damages.    Each of ATN and Parent shall cooperate
fully with the other parties hereto to that end, and shall furnish to the other
party copies of all correspondence, filings and communications between it and
its Affiliates and any Governmental Authority with respect to the transactions
contemplated hereby.  In complying with the foregoing, none of ATN,
Parent or any of their respective Subsidiaries shall be required to take
measures that would have an ATN Material Adverse Effect or Parent Material
Adverse Effect, as applicable.

     

    Section
7.2     Equityholder
Approvals.

     

    (a)           Subject
to the terms and conditions of this Agreement, ATN shall take, in accordance
with applicable Law and the Operating Agreement, all action necessary to call,
convene and hold, as soon as reasonably practicable, an appropriate meeting of
members of ATN to consider and vote upon the adoption of this Agreement, the
approval of the Merger and any other matters required to be approved by the
holders of Class A Units and the holders of ATN Common Units for consummation of
the Merger (including any adjournment or postponement, the “ATN
Meeting”) promptly after the date that the Registration Statement is
declared effective by the SEC.  Subject to the last sentence of this
Section
7.2(a), the ATN Board and the ATN Special Committee shall recommend
adoption of this Agreement and approval of the transactions contemplated
hereunder, including the Merger, to its holders of Class A Units and holders of
ATN Common Units (the “ATN
Recommendation”), and each of Parent and ATN shall take all reasonable
lawful action to solicit such approval by ATN
Unitholders.  Notwithstanding the foregoing, at any time prior to
obtaining ATN Unitholder Approval, the ATN Board or the ATN Special Committee
may withdraw, modify or qualify in any manner adverse to Parent the ATN
Recommendation (any such action being referred to as an “ATN
Change in Recommendation”) if they have concluded in good faith, after
consultation with, and taking into account the advice of their outside legal
advisors, that the failure to make an ATN Change in Recommendation would be
inconsistent with its applicable fiduciary duties.

     

    
      
        
        

      

      
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    (b)           Subject
to the terms and conditions of this Agreement, Parent shall take, in accordance
with applicable Law and its certificate of incorporation and bylaws, all action
necessary to call, convene and hold, as soon as reasonably practicable, an
appropriate meeting of the holders of the Parent Common Stock to consider and
vote upon the approval of the Stock Issuance and the adoption of the Charter
Amendment and any other matters required to be approved or adopted by them for
consummation of the Merger (including any adjournment or postponement, the
“Parent
Meeting”; and each of the ATN Meeting and Parent Meeting, a “Meeting”),
promptly after the date that the Registration Statement is declared effective by
the SEC.  Subject to the last sentence of this Section
7.2(b), the Parent Board shall recommend approval of the Stock Issuance
and the Charter Amendment to the holders of Parent Common Stock (the “Parent
Recommendation”).  Notwithstanding the foregoing, at any time
prior to obtaining Parent Stockholder Approval, the Parent Board may withdraw,
modify or qualify in any manner adverse to ATN the Parent Recommendation (any
such action being referred to as a “Parent
Change in Recommendation”) if the Parent Board has concluded in good
faith, after consultation with, and taking into account the advice of their
outside legal advisors and financial consultants, that the failure to make a
Parent Change in Recommendation would be inconsistent with its fiduciary duties
under applicable Law.

     

    (c)           Nothing
contained in this Agreement shall prevent ATN or the ATN Board or Parent or the
Parent Board from taking and disclosing to its equityholders a position
contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act
(or any similar communication to equityholders) or from making any legally
required disclosure to its equityholders, it being understood that any
“stop-look-and-listen” communication by ATN, the ATN Board, Parent or the Parent
Board to its equityholders pursuant to Rule 14d-9(f) promulgated under the
Exchange Act (or any similar communication to the unitholders of ATN) shall not
be considered an ATN Change in Recommendation or Parent Change in
Recommendation, as the case may be.

     

    (d)           The
obligation of ATN to call, hold and convene the ATN Meeting shall not be
affected by an ATN Change in Recommendation, and the obligation of Parent to
call, hold and convene the Parent Meeting shall not be affected by a Parent
Change in Recommendation.

     

    (e)           So
long as the ATN Recommendation remains unchanged at the time of the Parent
Meeting, Parent and Atlas Energy Management shall vote all of their ATN Common
Units and Class A Units to approve the Merger, adopt this Agreement and approve
any other matters required to be approved by holders of Class A Units and the
holders of ATN Common Units for consummation of the Merger; provided, however,
that Parent and Atlas Energy Management may, but shall not be required, to vote
their ATN Common Units and Class A Units in such manner if there is an ATN
Change in Recommendation.

     

    
      
        
        

      

      
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    Section
7.3     Registration
Statement.

     

    (a)           As
promptly as is reasonably practicable following the date of this Agreement,
Parent and ATN shall cooperate in preparing, and prepare, (i) a joint proxy
statement (together with any amendments thereof or supplements thereto, the
“Joint
Proxy Statement”) in order to seek the Parent Stockholder Approval and
the ATN Unitholder Approval and (ii) a registration statement on Form S-4, which
Parent shall file with the SEC (together with all amendments thereto, the “Registration
Statement”), and in which the Joint Proxy Statement will be included as a
prospectus.  The Registration Statement and the Joint Proxy Statement
shall comply as to form in all material respects with the applicable provisions
of the Securities Act and the Exchange Act and the rules and regulations
thereunder and other applicable Law.  Each of Parent and ATN also
agrees to use reasonable best efforts to obtain all necessary state securities
Law or “Blue Sky” permits and approvals required to carry out the transactions
contemplated hereby. Each of Parent and ATN will use its reasonable best efforts
to have the Registration Statement become effective and the Joint Proxy
Statement cleared by the SEC as promptly as is practicable after such filing and
keep the Registration Statement effective for so long as necessary to consummate
the Merger, and each of Parent and ATN shall use its respective reasonable best
efforts to cause the Joint Proxy Statement to be mailed to the holders of Parent
Common Stock and the holders of ATN Common Stock as promptly as practicable
after the Registration Statement shall have become effective and the Joint Proxy
Statement shall have been cleared by the SEC.  No filing of the
Registration Statement will be made by Parent, and no filing of or amendment or
supplement to the Joint Proxy Statement will made by Parent or ATN, in each case
without providing the other party a reasonable opportunity to review and comment
thereon.

     

    (b)           Each
of ATN and Parent agrees that if it shall become aware prior to the Closing Date
of any information that would cause any of the statements in the Registration
Statement to be false or misleading with respect to any material fact, or omit
to state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not false or misleading, it will
promptly inform the other party thereof and take in conjunction with the other
party the necessary actions to correct such information in an amendment or
supplement to the Registration Statement.  No amendment or supplement
to, the Registration Statement will be made by Parent, and no filing of or
amendment or supplement to the Joint Proxy Statement will made by Parent or ATN,
in each case without providing the other party a reasonable opportunity to
review and comment thereon.

     

    (c)           Parent
will advise ATN, promptly after Parent receives notice thereof, of the time when
the Registration Statement has become effective or any supplement or amendment
has been filed, of the issuance of any stop order or the suspension of the
qualification of the shares of Parent Common Stock for offering or sale in any
jurisdiction, of the initiation or threat of any proceeding for any such
purpose, or of any request by the SEC for the amendment or supplement of the
Registration Statement or for additional information.

     

    
      
        
        

      

      
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    (d)           Each
of Parent and ATN will use its commercially reasonable efforts to cause the
Joint Proxy Statement to be mailed to its stockholders and members,
respectively, as soon as practicable after the effective date of the
Registration Statement.

     

    Section
7.4     Press
Releases.  Each
of ATN and Parent will not, without the prior approval of the ATN Special
Committee in the case of ATN and the Parent Board in the case of Parent, issue
any press release or written statement for general circulation relating to the
transactions contemplated hereby, except as otherwise required by applicable Law
or the rules of the NASDAQ or the NYSE, in which case it will consult with the
other party before issuing any such press release or written
statement.

     

    Section
7.5     Access;
Information.

     

    (a)           Upon
reasonable notice and subject to applicable Laws relating to the exchange of
information, each party shall, and shall cause its Subsidiaries to, afford the
other parties and their officers, employees, counsel, accountants and other
authorized representatives, access, during normal business hours throughout the
period prior to the Effective Time, to all of its properties, books, contracts,
commitments and records, and to its officers, employees, accountants, counsel or
other representatives, and, during such period, it shall, and shall cause its
Subsidiaries to, furnish promptly to such other parties and its representatives
(i) a copy of each material report, schedule and other document filed by it
pursuant to the requirements of federal or state securities Law (other than
reports or documents that ATN or Parent or their respective Subsidiaries, as the
case may be, are not permitted to disclose under applicable Law) and (ii) all
other information concerning the business, properties and personnel of it as the
other may reasonably request.  Neither ATN nor Parent nor any of their
respective Subsidiaries shall be required to provide access to or to disclose
information where such access or disclosure would violate or prejudice the
rights of its customers, jeopardize the attorney-client privilege of the
institution in possession or control of such information or contravene any Law
or binding agreement entered into prior to the date of this
Agreement.  The parties hereto will make appropriate substitute
disclosure arrangements under the circumstances in which the restrictions of the
preceding sentence apply.

     

    (b)           Parent
will not use any information obtained pursuant to this Section
7.5 for any purpose unrelated to the consummation of the transactions
contemplated by this Agreement and will hold all information and documents
obtained pursuant to this paragraph in confidence.  No investigation
by either party of the business and affairs of the other shall affect or be
deemed to modify or waive any representation, warranty, covenant or agreement in
this Agreement, or the conditions to either party’s obligation to consummate the
transactions contemplated by this Agreement.

     

    Section
7.6    Common
Stock Listed.  Parent
shall use its reasonable best efforts to cause the shares of Parent Common Stock
to be issued in the Merger to be listed, as of the Closing, on NASDAQ, subject
to official notice of issuance.

     

    
      
        
        

      

      
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    Section
7.7     Third
Party Approvals.

     

    (a)           Parent
and ATN and their respective Subsidiaries, shall cooperate and use their
respective reasonable best efforts to prepare all documentation, to effect all
filings, to obtain all permits, consents, approvals and authorizations of all
third parties and the expiration or termination of any waiting period under the
HSR Act necessary to consummate the transactions contemplated by this Agreement
and to comply with the terms and conditions of such permits, consents, approvals
and authorizations and to cause the Merger to be consummated as expeditiously as
practicable.  Without limiting the foregoing, each of Parent and ATN
and their respective Subsidiaries agrees to file an appropriate notification
under the HSR Act with respect to the Merger within ten (10) Business Days of
the date of this Agreement.

     

    (b)           With
regards to the ATN Credit Agreement, “Consent”
shall mean approval in a manner consistent with the terms and conditions set
forth in Schedule
7.7(b).

     

    (c)           Each
party hereto agrees that it will consult with the other parties hereto with
respect to the obtaining of all material permits, consents, approvals,
clearances and authorizations of all third parties and Governmental Authorities
necessary or advisable to consummate the transactions contemplated by this
Agreement, and each party will keep the other parties apprised of the status of
material matters relating to completion of the transactions contemplated
hereby.  To the extent practicable and in each case subject to
applicable Laws relating to the exchange of information, Parent and ATN agree to
(i) cooperate and consult with each other, (ii) furnish to the other such
necessary information and assistance as the other may reasonably request in
connection with its preparation of any notifications or filings, (iii) keep each
other apprised of the status of matters relating to the completion of the
transactions contemplated thereby, including promptly furnishing the other with
copies of notices or other communications received by such party from, or given
by such party to, any third party and/or any Governmental Authority with respect
to such transactions, (iv)  permit the other party to review and
incorporate the other party’s reasonable comments in any communication to be
given by it to any Governmental Authority with respect to obtaining the
necessary approvals for the Merger, and (v) not to participate in any meeting or
discussion related to the transactions contemplated hereby, either in person or
by telephone, with any Governmental Authority in connection with the proposed
transactions unless, to the extent not prohibited by such Governmental
Authority, it gives the other party the opportunity to attend and
observe.  In exercising the foregoing rights, each of the parties
hereto agrees to act reasonably and promptly.

     

    (d)           Each
party agrees, upon request, to furnish the other party with all information
concerning itself, its Subsidiaries, directors, officers and equityholders and
such other matters as may be reasonably necessary or advisable in connection
with the Registration Statement, the Joint Proxy Statement or any filing, notice
or application made by or on behalf of such other party or any of such
Subsidiaries to any Governmental Authority in connection with the transactions
contemplated hereby.

     

    
      
        
        

      

      
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    Section
7.8     Indemnification;
Directors’ and Officers’
Insurance.

     

    (a)           Without
limiting any additional rights that any director, officer, trustee, employee,
agent, or fiduciary may have under any employment or indemnification agreement
or under the Operating Agreement or this Agreement or, if applicable, similar
organizational documents or agreements of any of ATN’s Subsidiaries, from and
after the Effective Time, Parent and ATN, jointly and severally, shall: (i)
indemnify and hold harmless each person who is at the date hereof or during the
period from the date hereof through the date of the Effective Time serving as a
director or officer of ATN or any of its Subsidiaries or as a fiduciary under or
with respect to any employee benefit plan (within the meaning of Section 3(3) of
ERISA) (collectively, the “Indemnified
Parties”) to the fullest extent authorized or permitted by applicable
Law, as now or hereafter in effect, in connection with any Claim and any losses,
claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of any
thereof) resulting therefrom; and (ii) promptly pay on behalf of or, within ten
(10) days after any request for advancement, advance to each of the Indemnified
Parties, any Indemnification Expenses incurred in defending, serving as a
witness with respect to or otherwise participating with respect to any Claim in
advance of the final disposition of such Claim, including payment on behalf of
or advancement to the Indemnified Party of any Indemnification Expenses incurred
by such Indemnified Party in connection with enforcing any rights with respect
to such indemnification and/or advancement, in each case without the requirement
of any bond or other security).  The indemnification and advancement
obligations of Parent and ATN pursuant to this Section 7.8(a)
shall extend to acts or omissions occurring at or before the Effective Time and
any Claim relating thereto (including with respect to any acts or omissions
occurring in connection with the approval of this Agreement and the consummation
of the Merger and the transactions contemplated by this Agreement, including the
consideration and approval thereof and the process undertaken in connection
therewith and any Claim relating thereto), and all rights to indemnification and
advancement conferred hereunder shall continue as to a person who has ceased to
be a director or officer of ATN or any of its Subsidiaries after the date hereof
and shall inure to the benefit of such person’s heirs, executors and personal
and legal representatives.  As used in this Section
7.8(a): (x) the term “Claim”
shall mean any threatened, asserted, pending or completed action, whether
instituted by any party hereto, any Governmental Authority or any other person,
that any Indemnified Party in good faith believes might lead to the institution
of any Action, whether civil, criminal, administrative, investigative or other,
including any arbitration or other alternative dispute resolution mechanism,
arising out of or pertaining to matters that relate to such Indemnified Party’s
duties or service as a director or officer of ATN, any of its Subsidiaries, or
any employee benefit plan (within the meaning of Section 3(3) of ERISA)
maintained by any of the foregoing at or prior to the Effective Time; and (y)
the term “Indemnification
Expenses” shall mean reasonable attorneys’ fees and all other reasonable
costs, expenses and obligations (including experts’ fees, travel expenses, court
costs, retainers, transcript fees, duplicating, printing and binding costs, as
well as telecommunications, postage and courier charges) paid or incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to investigate, defend, be a witness in or
participate in, any Claim for which indemnification is authorized pursuant to
this Section
7.8(a), including any Claim relating to a claim for indemnification or
advancement brought by an Indemnified Party.  Neither Parent nor ATN
shall settle, compromise or consent to the entry of any judgment in any actual
or threatened Claim in respect of which indemnification has been or could be
sought by such Indemnified Party hereunder unless such settlement, compromise or
judgment includes an unconditional release of such Indemnified Party from all
liability arising out of such Claim without admission or finding of wrongdoing,
or such Indemnified Party otherwise consents thereto.

     

    
      
        
        

      

      
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    (b)           Without
limiting the foregoing, ATN, Parent and Merger Sub agree that all rights to
indemnification, advancement of expenses and exculpation from liabilities for
acts or omissions occurring at or prior to the Effective Time now existing in
favor of the current or former directors or officers of ATN or any of its
Subsidiaries as provided in the Operating Agreement (or, as applicable, the
charter, bylaws, partnership agreement, limited liability company agreement, or
other organizational documents of any of ATN’s Subsidiaries) and indemnification
agreements of ATN or any of its Subsidiaries shall be assumed by the Surviving
Entity in the Merger, without further action, at the Effective Time and shall
survive the Merger and shall continue in full force and effect in accordance
with their terms.

     

    (c)           For
a period of six (6) years from the Effective Time, the limited liability company
operating agreement or similar governing document of the Surviving Entity shall
contain provisions no less favorable with respect to indemnification,
advancement of expenses and limitations on liability of directors and officers
than are set forth in the Operating Agreement, which provisions shall not be
amended, repealed or otherwise modified for a period of six (6) years from the
Effective Time in any manner that would affect adversely the rights thereunder
of individuals who, at or prior to the Effective Time, were Indemnified Parties,
unless such modification shall be required by Law and then only to the minimum
extent required by Law.

     

    (d)           Parent
shall, or shall cause the Surviving Entity to, maintain for a period of at least
six (6) years following the Effective Time, the current policies of directors’
and officers’ liability insurance maintained by ATN and its Subsidiaries
(provided, that the Surviving Entity may substitute therefor policies of at
least the same coverage and amounts containing terms and conditions which are
not less advantageous to such directors and officers of ATN than the terms and
conditions of such existing policy from carriers with the same or better rating
as the carrier under the existing policy provided that such substitution shall
not result in gaps or lapses of coverage with respect to matters occurring
before the Effective Time) with respect to claims arising from facts or events
that occurred on or before the Effective Time, including in respect of the
Merger and the transactions contemplated by this Agreement; provided, however,
that Parent shall not be required to pay annual premiums in excess of 250% of
the last annual premium paid by ATN prior to the date hereof but in such case
shall purchase as much coverage as reasonably practicable for such
amount.

     

    
      
        
        

      

      
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    (e)           The
provisions of Section
7.8(d) shall be deemed to have been satisfied if prepaid “tail” policies
have been obtained by the Surviving Entity for purposes of this Section
7.8 from carriers with the same or better rating as the carrier of such
insurances as of the date of this Agreement, which policies provide such
directors and officers with the coverage described in Section
7.8(d) for an aggregate period of not less than six (6) years with
respect to Claims arising from facts or events that occurred on or before the
Effective Time, including, in respect of the Merger and the transactions
contemplated by this Agreement.

     

    (f)           If
the Surviving Entity or any of its respective successors or assigns (i)
consolidates with or merges with or into any other Person and shall not be the
continuing or surviving corporation, partnership or other entity of such
consolidation or merger or (ii) transfers or conveys all or substantially all of
its properties and assets to any Person, then, and in each such case, proper
provision shall be made so that the successors and assigns of the Surviving
Entity assume the obligations set forth in this Section
7.8.

     

    (g)           Parent
shall cause the Surviving Entity to perform all of the obligations of the
Surviving Entity under this Section
7.8.

     

    (h)           This
Section
7.8 shall survive the consummation of the Merger and is intended to be
for the benefit of, and shall be enforceable by, the Indemnified Parties and
their respective heirs and personal representatives, and shall be binding on the
Surviving Entity and its successors and assigns.

     

    Section
7.9     Comfort
Letters.

     

    (a)           ATN
shall use all commercially reasonable efforts to cause to be delivered to Parent
a “comfort” letter of Grant Thornton LLP, ATN’s independent public accountants,
dated and delivered the date on which the Registration Statement shall become
effective, in form and substance reasonably satisfactory to the Parent Board and
customary in scope and substance for letters delivered by independent public
accountants in connection with registration statements similar to the
Registration Statement.

     

    (b)           Parent
shall use all commercially reasonable efforts to cause to be delivered to ATN a
“comfort” letter of Grant Thornton LLP, Parent’s independent public accountants,
dated and delivered the date on which the Registration Statement shall become
effective, in form and substance reasonably satisfactory to the ATN Special
Committee and customary in scope and substance for letters delivered by
independent public accountants in connection with registration statements
similar to the Registration Statement.

     

    Section
7.10   Rule
16b-3.  Prior
to the Effective Time, ATN shall take all such actions as may be reasonably
requested by any party hereto to cause dispositions of ATN equity securities
(including derivative securities) pursuant to the transactions contemplated by
this Agreement by each individual who is a director or officer of ATN to be
exempt under Rule 16b-3 promulgated under the Exchange Act, including actions in
accordance with that certain No-Action Letter dated January 12, 1999 issued by
the SEC regarding such matters.

     

    
      
        
        

      

      
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    Section
7.11   Board
Membership.  Prior
to the mailing of the Joint Proxy Statement, ATN shall designate in its sole
discretion four (4) members from among the current members of the ATN Board, all
of whom must be independent within the meaning ascribed thereto by NASDAQ (the
“ATN
Director Designees”) to serve as members of the Parent Board following
the Effective Time.  Subject to the foregoing, the parties shall take
such action as is necessary to cause the ATN Director Designees to be appointed
to the Parent Board effective as of the Effective Time, to serve until the
earlier of such individual’s resignation or removal or until his successor is
duly elected and qualified.

     

    Section
7.12   Name
Change.  At the Effective Time, Parent shall cause its name to
be changed to “Atlas Energy, Inc.” or such other name as mutually agreed by
Parent and ATN.

     

    ARTICLE
VIII

     

    CONDITIONS
TO CONSUMMATION OF THE MERGER

     

    The
obligations of each of the parties to consummate the Merger are conditioned upon
the satisfaction (or, in the case of Sections
8.3, 8.4
or 8.5,
waiver by both Parent and ATN; or, in the case of Sections
8.6 or 8.9,
waiver by ATN; or, in the case of Sections
8.7 or 8.10,
waiver by Parent) at or prior to the Closing of each of the
following:

     

    Section
8.1     Parent
Stockholder Approval.  (a)
The Stock Issuance shall have been approved by the affirmative vote of the
holders of a majority of the shares of Parent Common Stock voted at the Parent
Meeting and (b) the Charter Amendment shall have been approved and adopted by
the affirmative vote of the holders of a majority of the shares of Parent Common
Stock outstanding and entitled to vote thereon at the Parent Meeting (clauses
(a) and (b), collectively, the “Parent
Stockholder Approval”), and

     

    Section
8.2     ATN
Equityholder Approval.  The
Merger and this Agreement and the other transactions contemplated hereby shall
have been approved and adopted by the affirmative vote of (a) a Class A Unit
Majority (as defined in the Operating Agreement) and (b) an ATN Common Unit
Majority (as defined in the Operating Agreement) (clauses (a) and (b),
collectively, the “ATN
Unitholder Approval”).

     

    Section
8.3     Amendment
of the ATN Credit Agreement.  The
parties shall have obtained Consent under the ATN Credit Agreement.

     

    Section
8.4     Governmental
Approvals.  Any
waiting period (including any extended waiting period arising as a result of a
request for additional information and documentary material by the Federal Trade
Commission or the U.S. Department of Justice) under the HSR Act shall have
expired or been terminated.  All other filings required to be made
prior to the Effective Time with, and all other consents, approvals, permits and
authorizations required to be obtained prior to the Effective Time from, any
Governmental Authority in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by the
parties hereto or their Affiliates shall have been made or obtained, except
where the failure to obtain such consents, approvals, permits and authorizations
would not be reasonably likely to result in an ATN Material Adverse Effect or
Parent Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
8.5     No
Injunction. (a) No
order, decree or injunction of any court or agency of competent jurisdiction
shall be in effect, and no Law shall have been enacted or adopted, that enjoins,
prohibits or makes illegal consummation of any of the transactions contemplated
hereby, and (b) no action, proceeding or investigation by any Governmental
Authority with respect to the Merger or the other transactions contemplated
hereby shall be pending that seeks to restrain, enjoin, prohibit or delay
consummation of the Merger or such other transaction or to impose any material
restrictions or requirements thereon or on Parent or ATN with respect thereto;
provided, however, that prior to invoking this condition, each party shall have
complied fully with its obligations under Section
7.1.

     

    Section
8.6     Representations,
Warranties and Covenants of Parent and Merger
Sub.  In
the case of ATN’s obligation to consummate the Merger, unless waived, in whole
or in part, by ATN:

     

    (a)           (i)
the representations and warranties contained in Section
5.14 of this Agreement shall be true and correct as of the date specified
therein in all material respects, (ii) the representations and warranties
contained in Section
5.3(a) of this Agreement shall be true and correct in all material
respects; and (iii) each of the other representations and warranties
contained herein of Parent and Merger Sub shall be true and correct, in each
case in the cases of clauses (ii) and (iii), as of the date of this Agreement
and as of the Closing Date with the same effect as though all such
representations and warranties had been made on the Closing Date, except for any
such representations and warranties made as of a specified date, which shall be
true and correct as of such date, except, in the case of clause (iii), where the
failure of any such representations and warranties to be so true and correct
(without giving effect to any qualification as to materiality or a Parent
Material Adverse Effect) would not, individually or in the aggregate, have a
Parent Material Adverse Effect;

     

    (b)           each
and all of the agreements and covenants of Parent and Merger Sub to be performed
and complied with pursuant to this Agreement on or prior to the Closing Date
shall have been duly performed and complied with in all material respects;
and

     

    (c)           ATN
shall have received a certificate signed by an executive officer of Parent,
dated the Closing Date, to the effect set forth in Section
8.5(a) and Section
8.5(b).

     

    Section
8.7     Representations,
Warranties and Covenants of ATN.  In
the case of Parent’s and Merger Sub’s obligations to consummate the
Merger:

     

    (a)           (i) the
representations and warranties contained in Section
4.3(a) of this Agreement shall be true and correct in all material
respects; and (ii) each of the other representations and warranties
contained herein of ATN shall be true and correct, in each case in the cases of
clauses (i) and (ii), as of the date of this Agreement and as of the Closing
Date with the same effect as though all such representations and warranties had
been made on the Closing Date, except for any such representations and
warranties made as of a specified date, which shall be true and correct as of
such date, except, in the case of clause (ii), where the failure of any such
representations and warranties to be so true and correct (without giving effect
to any qualification as to materiality or a ATN Material Adverse Effect) would
not, individually or in the aggregate, have a ATN Material Adverse
Effect;

     

    
      
        
        

      

      
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    (b)           each
and all of the agreements and covenants of ATN to be performed and complied with
pursuant to this Agreement on or prior to the Closing Date shall have been duly
performed and complied with in all material respects; and

     

    (c)           Parent
shall have received a certificate signed by an executive officer of ATN, dated
the Closing Date, to the effect set forth in Section
8.6(a) and Section
8.6(b).

     

    Section
8.8     Effective
Registration Statement.  The
Registration Statement shall have become effective under the Securities Act and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the SEC or any other Governmental Authority.

     

    Section
8.9     Amendment
of Parent Certificate of Incorporation; NASDAQ
Listing.  In
the case of ATN’s obligation to consummate the Merger, (a) Parent shall have
amended its certificate of incorporation to authorize the issuance of additional
shares of Parent Common Stock as necessary for the Stock Issuance and (b) the
shares of Parent Common Stock issuable pursuant to this Agreement shall have
been approved for listing on NASDAQ, subject to official notice of
issuance.

     

    Section
8.10   Resignation
of the ATN Board.  In
the case of Parent’s obligation to consummate the Merger, ATN shall have
received resignations for all of the directors on the ATN Board.

     

    ARTICLE
IX

     

    TERMINATION

     

    Section
9.1     Termination.  Notwithstanding
anything herein to the contrary, this Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time whether before or after
the ATN Unitholder Approval or Parent Stockholder approval:

     

    (a)           By
the mutual consent of Parent and ATN in a written instrument;

     

    (b)           By
either ATN or Parent upon written notice to the other, if:

     

    (i)           the
Merger has not been consummated on or before February 28, 2010 (the “Termination
Date”); provided, however, that the right to terminate this Agreement
pursuant to this Section
9.1(b)(i) shall not be available to a party whose failure to fulfill any
obligation under this Agreement or other breach of this Agreement has been a
cause of, or resulted in, the failure of the Merger to have been consummated on
or before such date;

     

    (ii)          any
Governmental Authority has issued a statute, rule, order, decree or regulation
or taken any other action permanently restraining, enjoining or otherwise
prohibiting the consummation of the Merger or making the Merger illegal and such
statute, rule, order, decree, regulation or other action shall have become final
and nonappealable (provided that the terminating party has complied with its
obligations hereunder);

     

    
      
        
        

      

      
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    (iii)         ATN
fails to obtain the ATN Unitholder Approval at the ATN Meeting;

     

    (iv)         there
has been a material breach of or any inaccuracy in any of the representations or
warranties set forth in this Agreement on the part of any of the other parties
(treating Parent and Merger Sub as one party for the purposes of this Section
9.1), which breach is not cured within 30 days following receipt by the
breaching party of written notice of such breach from the terminating party, or
which breach, by its nature, cannot be cured prior to the Termination Date
(provided in any such case that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement contained
herein); provided, however, that no party shall have the right to terminate this
Agreement pursuant to this Section
9.1(b)(iv) unless (x) the breach of representation or warranty, together
with all other such breaches, would entitle the party receiving such
representation not to consummate the transactions contemplated by this Agreement
under Section
8.5 (in the case of a breach of representation or warranty by Parent or
Merger Sub) or Section
8.6 (in the case of a breach of representation or warranty by ATN), and
(y) such terminating party is not in material breach of this
Agreement;

     

    (v)          if
there has been a material breach of any of the covenants or agreements set forth
in this Agreement on the part of any of the other parties, which breach has not
been cured within 30 days following receipt by the breaching party of written
notice of such breach from the terminating party, or which breach, by its
nature, cannot be cured prior to the Termination Date (provided in any such case
that the terminating party is not then in material breach of any representation,
warranty, covenant or other agreement contained herein); provided, however, that
no party shall have the right to terminate this Agreement pursuant to this Section
9.1(b)(v) unless (x) the breach of covenants or agreements, together with
all other such breaches, would entitle the party receiving the benefit of such
covenants or agreements not to consummate the transactions contemplated by this
Agreement under Section
8.5 (in the case of a breach of covenants or agreements by Parent or
Merger Sub) or Section
8.6.  (in the case of a breach of covenants or agreements by
ATN), and (y) such terminating party is not in material breach of this
Agreement; or

     

    (vi)         Parent
fails to obtain the Parent Stockholder Approval at the Parent
Meeting;

     

    (c)           By
ATN (with the prior approval of the ATN Special Committee), upon written notice
to Parent, in the event that a Parent Change in Recommendation has occurred;
or

     

    
      
        
        

      

      
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    (d)           By
Parent, upon written notice to ATN, in the event that an ATN Change in
Recommendation has occurred.

     

    Section
9.2     Effect
of Termination.  In
the event of the termination of this Agreement as provided in Section
9.1, written notice thereof shall forthwith be given by the terminating
party to the other parties specifying the provision of this Agreement pursuant
to which such termination is made, and except as provided in this Section
9.2, this Agreement (other than Article
X) shall forthwith become null and void after the expiration of any
applicable period following such notice.  In the event of such
termination, there shall be no liability on the part of Parent, Merger Sub or
ATN; provided, however, that nothing herein shall relieve any party from any
liability or obligation with respect to any fraud or intentional breach of this
Agreement.

     

    ARTICLE
X

     

    MISCELLANEOUS

     

    Section
10.1   Fees
and Expenses.

     

    (a)           Whether
or not the Merger is consummated, except as set forth in Section 10.1(b),
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
or expenses.

     

    (b)           (i)
If the Merger is consummated, the Surviving Entity shall pay, or cause to be
paid, any and all property or transfer Taxes imposed on Parent, Merger Sub or
the Surviving Entity in connection with the Merger, (ii) expenses incurred in
connection with filing, printing and mailing the Joint Proxy Statement and the
Registration Statement shall be shared equally by Parent and ATN and (iii)
filing fees payable pursuant to the HSR Act, regulatory Laws and other filing
fees incurred in connection with this Agreement shall be shared equally by
Parent and ATN.

     

    (c)           This
Section
10.1 shall survive any termination of this Agreement.

     

    Section
10.2   Waiver;
Amendment.  Subject
to compliance with applicable Law, prior to the Closing, any provision of this
Agreement may be (a) waived in writing by the party benefited by the provision
and approved by the ATN Special Committee in the case of ATN and by the Parent
and executed in the same manner as this Agreement, or (b) amended or modified at
any time, whether before or after the ATN Unitholder Approval, by an agreement
in writing between the parties hereto approved by the ATN Special Committee in
the case of ATN and by the Parent and executed in the same manner as this
Agreement; provided,
however, that after the ATN Unitholder Approval, no amendment shall be
made that requires further ATN Unitholder Approval without such further
approval.

     

    Section
10.3   Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to constitute an original.

     

    
      
        
        

      

      
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    Section
10.4  Governing
Law.  This
Agreement shall be governed by, and interpreted in accordance with, the Laws of
the State of Delaware, without regard to the conflict of Law principles thereof
(except to the extent that mandatory provisions of federal or Delaware Law
govern).

     

    Section
10.5   Notices.  All
notices, requests and other communications hereunder to a party shall be in
writing and shall be deemed given if personally delivered, telecopied (with
confirmation) or mailed by registered or certified mail (return receipt
requested) to such party at its address set forth below or such other address as
such party may specify by notice to the parties hereto.

     

    If to
Parent, to:

     

    Atlas
America, Inc.

    Attn:
General Counsel

    Westpointe
Corporate Center One

    1550
Coraopolis Heights Road

    Moon
Township, PA

    Fax:
(215) 761-0457

     

    With
copies to:

     

    Wachtell,
Lipton, Rosen & Katz

    Attn:
Mark Gordon

    
      
        	
                 

              	
                  David K.
      Lam

              


      

    

    51 West
52nd Street

    New York,
New York 10019

    Fax:
(212) 403-2000

     

    If to
ATN, to:

     

    Atlas
Energy Resources, LLC

    Attn:
General Counsel

    Westpointe
Corporate Center One

    1550
Coraopolis Heights Road

    Moon
Township, PA

    Fax: (215)
761-0457

     

    With
copies to:

     

    Chairman
of the ATN Special Committee

    Ellen F.
Warren

    OutSource
Communications

    1003
Wellington Road

    Jenkintown,
PA  19046

    Fax:
(215) 886-6926

     

    
      
        
        

      

      
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    K&L
Gates LLP

    Attn:
Michael C. McLean

    H. W.
Oliver Building

    535
Smithfield Street

    Pittsburgh,
PA  15222

    Fax:
(412) 355-6501

     

    Jones
Day

    Attn:
Jeff Schlegel

    717
Texas

    Suite
3300

    Houston,
Texas 77002

    Fax:
(832) 239-3600

     

    Section
10.6   Entire
Understanding; No Third Party
Beneficiaries.  This
Agreement represents the entire understanding of the parties hereto with
reference to the transactions contemplated hereby and supersedes any and all
other oral or written agreements heretofore made.  Except as
contemplated by Section
7.8, nothing in this Agreement, expressed or implied, is intended to
confer upon any person, other than the parties hereto or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

     

    Section
10.7   Severability.  Any
provision of this Agreement which is invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provision of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.

     

    Section
10.8   Headings.  The
headings contained in this Agreement are for reference purposes only and are not
part of this Agreement.

     

    Section
10.9   Jurisdiction.  The
parties hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought in any
federal court located in the State of Delaware or the Delaware Court of
Chancery, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by Law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.  Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court.  Without limiting the
foregoing, each party agrees that service of process on such party as provided
in Section
10.6 shall be deemed effective service of process on such
party.

     

    Section
10.10 Waiver
of Jury Trial.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
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    Section 10.11 Specific
Performance.  The
parties agree that irreparable damage would occur if any provision of this
Agreement were not performed in accordance with the terms hereof and,
accordingly, that the parties shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement or to enforce specifically the performance
of the terms and provisions hereof in any federal court located in the State of
Delaware or in the Delaware Court of Chancery, in addition to any other remedy
to which they are entitled at Law or in equity.

     

    Section
10.12 Scope
of Representations and
Warranties.

     

    (a)           Except
as and to the extent expressly set forth in this Agreement, ATN makes no, and
disclaims any, representations or warranties whatsoever, whether express or
implied.  ATN disclaims all liability or responsibility for any other
statement or information made or communicated (orally or in writing) to Merger
Sub, Parent, their Affiliates or any stockholder, officer, director, employee,
representative, consultant, attorney, agent, lender or other advisor of Merger
Sub, Parent or their Affiliates (including, but not limited to, any opinion,
information or advice which may have been provided to any such person by any
Representative of ATN or any other person or contained in the files or records
of ATN), wherever and however made.

     

    (b)           Except
as and to the extent expressly set forth in this Agreement Parent does not make
and disclaims, any representations or warranties whatsoever, whether express or
implied.  Each of Merger Sub and Parent disclaims all liability and
responsibility for any other statement or information made or communicated
(orally or in writing) to ATN, its Affiliates or any member, officer, director,
employee, representative, consultant, attorney, agent, lender or other advisor
of ATN or its Affiliates (including, but not limited to, any opinion,
information or advice which may have been provided to any such person by any
Representative Parent or any other person), wherever and however
made.

     

    (c)           Any
representation “to the knowledge” or “to the best knowledge” of a party or
phrases of similar wording shall be limited to matters within the actual
conscious awareness of the executive officers of such party and any manager or
managers of such party who have primary responsibility for the substantive area
or operations in question and who report directly to such executive officers
after reasonable inquiry.

     

    Section 10.13 Survival.  All
representations, warranties, agreements and covenants contained in this
Agreement shall not survive the Closing or the termination of this Agreement if
this Agreement is terminated prior to the Closing; provided, however, that if
the Closing occurs, the agreements of the parties in Sections
3.2, 3.6,
7.8
and Article
X shall survive the Closing, and if this Agreement is terminated prior to
the Closing, the agreements of the parties in Section
7.5(b), 9.2,
and Article
X shall survive such termination.

     

    
      
        
        

      

      
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    Section
10.14 Confidentiality.  Except
for disclosures (i) approved by (A) with respect to any disclosure by Parent or
any of its Subsidiaries, ATN, or (B) with respect to any disclosure by ATN or
any of its Subsidiaries, Parent, or (B) as otherwise contemplated by this
Agreement (including Section
7.2(c)) or required by applicable Law, none of the parties to this
Agreement shall, and shall cause their Affiliates and representatives not to,
publicly disclose any confidential information or materials of the other party
whether relating to the transactions contemplated by this Agreement or
otherwise.  Notwithstanding the foregoing, this Section
10.14 shall not prohibit a Person from making any disclosure which, in
the reasonable opinion of such Person’s outside legal counsel, is required to
avoid a violation of applicable Law by such Person, in which event the Person
required to make such disclosure shall do so only to the limited extent
necessary to comply with such Law and shall give advance notice thereof to the
other Parties and an opportunity to comment on any such disclosure and oppose
the need therefor.

     

    Section 10.15 Interpretation.

     

    (a)           When
a reference is made in this Agreement to Articles, Sections, Exhibits, Annexes
or Schedules, such reference shall be to an Article or Section of or Exhibit,
Annex or Schedule to this Agreement unless otherwise indicated.  The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.  Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation.”  The words “hereby,” “herein,”
“hereof” or “hereunder,” and similar terms are to be deemed to refer to this
Agreement as a whole and not to any specific section.  The inclusion
of any information in either the ATN Disclosure Schedule or the Parent
Disclosure Schedule to this Agreement (as the case may be) shall not be deemed
an admission or acknowledgment, solely by virtue of the inclusion of such
information therein, that such information is required to be included therein or
material to ATN or any of its Subsidiaries, or Parent or any of its
Subsidiaries, as the case may be.  The disclosure of information in
the ATN Disclosure Schedule or the Parent Disclosure Schedule as an exception
to, or for purposes of, a representation, warranty or covenant in this Agreement
shall be deemed adequately disclosed as an exception to, or for purposes of, all
other representations, warranties and covenants herein.  The
specification of any dollar amount in the representations and warranties or
otherwise in this Agreement or in the ATN Disclosure Schedule or Parent
Disclosure Schedule is not intended and shall not be deemed to be an admission
or acknowledgment of the materiality of such amounts or items, nor shall the
same be used in any dispute or controversy between the parties to determine
whether any obligation, item or matter (whether or not described herein or
included in any schedule) is or is not material for purposes of this
Agreement.

     

    (b)           The
parties have participated jointly in negotiating and drafting this
Agreement.  In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provision of this
Agreement.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
in counterparts by their duly authorized officers, all as of the day and year
first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      ATLAS
      ENERGY RESOURCES, LLC

                                    
	 
      
	
                                      By:

                                    	
                                      /s/ Richard D. Weber

                                    
	 	 
	
                                      Name:

                                    	
                                      Richard
      D. Weber

                                    
	 	 
	
                                      Title:

                                    	
                                      President
      and Chief Operating Officer

                                    
	 
      	 
      
	
                                      ATLAS
      AMERICA, INC.

                                    
	 
      
	
                                      By:

                                    	
                                      /s/ Edward E. Cohen

                                    
	 	 
	
                                      Name:

                                    	
                                      Edward
      E. Cohen

                                    
	 	 
	
                                      Title:

                                    	
                                      Chief
      Executive Officer and President

                                    
	 
      
	
                                      ATLAS
      ENERGY MANAGEMENT, INC.

                                    
	 
      	 
      
	
                                      By:

                                    	
                                      /s/ Edward E. Cohen

                                    
	 	 
	
                                      Name:

                                    	
                                      Edward
      E. Cohen

                                    
	 	 
	
                                      Title:

                                    	
                                      Chief
      Executive Officer and
President

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
7.7(b)

     

    With
regards to the ATN Credit Agreement, “Consent” shall mean approval by lenders
representing greater than 50% of the outstanding Loans (as defined in the ATN
Credit Agreement) of the Merger and this Agreement and the other transactions
contemplated hereby under the ATN Credit Agreement, with continued availability
of credit thereunder to ATN on substantially the same terms as now exist, and no
redetermination of the borrowing base except in accordance with existing terms
of the ATN Credit Agreement and subject only to customary fees.