Exhibit
10.33

    


    FORMATION
AND EXCHANGE AGREEMENT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORMATION
AND EXCHANGE AGREEMENT

     

    BY AND
AMONG

     

    WILLIAMS
FIELD SERVICES GROUP, LLC,

     

    WILLIAMS
LAUREL MOUNTAIN, LLC

     

    ATLAS
PIPELINE PARTNERS, L.P.

     

    ATLAS
PIPELINE OPERATING PARTNERSHIP, L.P.

     

    and

     

    APL
LAUREL MOUNTAIN, LLC

     

    March 31,
2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              	 
      	 	 
      	
                      Page

                    
	 
      	 	 
      	 
      
	
                      Article
      1

                    	 	
                      Definitions

                    	
                      3

                    
	 
      	 	 
      	 
      
	
                      1.1

                    	 	
                      Definitions

                    	
                      3

                    
	 
      	 	 
      	 
      
	
                      1.2

                    	 	
                      Construction

                    	
                      15

                    
	 
      	 	 
      	 
      
	
                      Article
      2

                    	 	
                      Formation;
      Contribution; exchange

                    	
                      16

                    
	 
      	 	 
      	 
      
	
                      2.1

                    	 	
                      Formation
      of Newco and Merger Sub

                    	
                      16

                    
	 
      	 	 
      	 
      
	
                      2.2

                    	 	
                      Merger
      of Subject Entities and Merger Sub; Contribution of APL Ohio
      Interest

                    	
                      16

                    
	 
      	 	 
      	 
      
	
                      2.3

                    	 	
                      Capitalization
      of Newco

                    	
                      17

                    
	 
      	 	 
      	 
      
	
                      2.4

                    	 	
                      Purchase
      of ATN Assets

                    	
                      17

                    
	 
      	 	 
      	 
      
	
                      2.5

                    	 	
                      Exchange

                    	
                      17

                    
	 
      	 	 
      	 
      
	
                      2.6

                    	 	
                      Capital
      Contribution

                    	
                      17

                    
	 
      	 	 
      	 
      
	
                      2.7

                    	 	
                      Purchase
      Price

                    	
                      17

                    
	 
      	 	 
      	 
      
	
                      2.8

                    	 	
                      Post-Closing
      Purchase Price Adjustment

                    	
                      18

                    
	 
      	 	 
      	 
      
	
                      2.9

                    	 	
                      Adoption
      of LLC Agreement

                    	
                      19

                    
	 
      	 	 
      	 
      
	
                      Article
      3

                    	 	
                      Closing

                    	
                      19

                    
	 
      	 	 
      	 
      
	
                      3.1

                    	 	
                      Closing

                    	
                      19

                    
	 
      	 	 
      	 
      
	
                      3.2

                    	 	
                      Deliveries
      of the APL Parties at Closing

                    	
                      20

                    
	 
      	 	 
      	 
      
	
                      3.3

                    	 	
                      Deliveries
      of the WFSG Parties at Closing

                    	
                      21

                    
	 
      	 	 
      	 
      
	
                      3.4

                    	 	
                      Deliveries
      of Newco at Closing

                    	
                      21

                    
	 
      	 	 
      	 
      
	
                      Article
      4

                    	 	
                      Representations
      and Warranties of the APL Parties

                    	
                      22

                    
	 
      	 	 
      	 
      
	
                      4.1

                    	 	
                      Organization

                    	
                      22

                    
	 
      	 	 
      	 
      
	
                      4.2

                    	 	
                      Capitalization

                    	
                      23

                    
	 
      	 	 
      	 
      
	
                      4.3

                    	 	
                      Title
      to Equity Interests

                    	
                      24

                    
	 
      	 	 
      	 
      
	
                      4.4

                    	 	
                      Authority
      and Approval; Enforceability

                    	
                      25

                    
	 
      	 	 
      	 
      
	
                      4.5

                    	 	
                      No
      Conflict; Consents

                    	
                      25

                    
	 
      	 	 
      	 
      
	
                      4.6

                    	 	
                      Assets;
      Title

                    	
                      26

                    
	 
      	 	 
      	 
      
	
                      4.7

                    	 	
                      No
      Adverse Changes

                    	
                      27

                    
	 
      	 	 
      	 
      
	
                      4.8

                    	 	
                      Taxes

                    	
                      27

                    
	 
      	 	 
      	 
      
	
                      4.9

                    	 	
                      Environmental
      Matters

                    	
                      29

                    
	 
      	 	 
      	 
      
	
                      4.10

                    	 	
                      Sufficiency
      and Condition of Assets; Conduct of Appalachian Business

                    	
                      29

                    


            

          

        

      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              	 
      	 	 
      	
                      Page

                    
	 
      	 	 
      	 
      
	
                      4.11

                    	 	
                      Permits

                    	
                      30

                    
	 
      	 	 
      	 
      
	
                      4.12

                    	 	
                      Contracts

                    	
                      30

                    
	 
      	 	 
      	 
      
	
                      4.13

                    	 	
                      Litigation;
      Compliance with Law

                    	
                      32

                    
	 
      	 	 
      	 
      
	
                      4.14

                    	 	
                      Employees
      and Employee Benefits

                    	
                      33

                    
	 
      	 	 
      	 
      
	
                      4.15

                    	 	
                      Insurance

                    	
                      34

                    
	 
      	 	 
      	 
      
	
                      4.16

                    	 	
                      Intellectual
      Property

                    	
                      34

                    
	 
      	 	 
      	 
      
	
                      4.17

                    	 	
                      Bonds;
      Financial Requirements

                    	
                      35

                    
	 
      	 	 
      	 
      
	
                      4.18

                    	 	
                      Books
      and Records; Accounts

                    	
                      35

                    
	 
      	 	 
      	 
      
	
                      4.19

                    	 	
                      Regulation

                    	
                      35

                    
	 
      	 	 
      	 
      
	
                      4.20

                    	 	
                      Solvency

                    	
                      35

                    
	 
      	 	 
      	 
      
	
                      4.21

                    	 	
                      Brokerage
      Arrangements

                    	
                      36

                    
	 
      	 	 
      	 
      
	
                      4.22

                    	 	
                      Liabilities
      Associated with Natural Gas Contracts

                    	
                      36

                    
	 
      	 	 
      	 
      
	
                      4.23

                    	 	
                      Unaudited  Statement
      of Assets and Liabilities; No Undisclosed Liabilities

                    	
                      36

                    
	 
      	 	 
      	 
      
	
                      4.24

                    	 	
                      Investment
      Intent

                    	
                      36

                    
	 
      	 	 
      	 
      
	
                      4.25

                    	 	
                      Disclosure

                    	
                      37

                    
	 
      	 	 
      	 
      
	
                      4.26

                    	 	
                      Disclaimer

                    	
                      37

                    
	 
      	 	 
      	 
      
	
                      Article
      5

                    	 	
                      Representations
      and Warranties of the WFSG Parties

                    	
                      38

                    
	 
      	 	 
      	 
      
	
                      5.1

                    	 	
                      Organization

                    	
                      38

                    
	 
      	 	 
      	 
      
	
                      5.2

                    	 	
                      Capitalization

                    	
                      38

                    
	 
      	 	 
      	 
      
	
                      5.3

                    	 	
                      Title
      to Equity Interests

                    	
                      38

                    
	 
      	 	 
      	 
      
	
                      5.4

                    	 	
                      Authority
      and Approval; Enforceability

                    	
                      39

                    
	 
      	 	 
      	 
      
	
                      5.5

                    	 	
                      No
      Conflict; Consents

                    	
                      40

                    
	 
      	 	 
      	 
      
	
                      5.6

                    	 	
                      Taxes

                    	
                      40

                    
	 
      	 	 
      	 
      
	
                      5.7

                    	 	
                      Financing

                    	
                      40

                    
	 
      	 	 
      	 
      
	
                      5.8

                    	 	
                      Brokerage
      Arrangements

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      5.9

                    	 	
                      Litigation

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      5.10

                    	 	
                      Investment
      Intent

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      5.11

                    	 	
                      Solvency

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      5.12

                    	 	
                      Independent
      Investigation

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      5.13

                    	 	
                      Employment

                    	
                      41

                    


            

          

        

      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      
        (continued)

      

       

      
        
          
            
              	 
      	 	 
      	
                      Page

                    
	 
      	 	 
      	 
      
	
                      Article
      6

                    	 	
                      Additional
      Agreements, Covenants, Rights and Obligations

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      6.1

                    	 	
                      Operation
      of the Appalachian Assets and Appalachian Business

                    	
                      41

                    
	 
      	 	 
      	 
      
	
                      6.2

                    	 	
                      Access
      to Records; Confidentiality

                    	
                      44

                    
	 
      	 	 
      	 
      
	
                      6.3

                    	 	
                      Regulatory
      Filings; Consents

                    	
                      45

                    
	 
      	 	 
      	 
      
	
                      6.4

                    	 	
                      Further
      Assurances

                    	
                      45

                    
	 
      	 	 
      	 
      
	
                      6.5

                    	 	
                      Publicity

                    	
                      46

                    
	 
      	 	 
      	 
      
	
                      6.6

                    	 	
                      Notice
      of Breach; Amendment of Schedules

                    	
                      46

                    
	 
      	 	 
      	 
      
	
                      6.7

                    	 	
                      Preparation
      of Audited Statement of Assets and Liabilities

                    	
                      46

                    
	 
      	 	 
      	 
      
	
                      6.8

                    	 	
                      Intercompany
      Accounts

                    	
                      46

                    
	 
      	 	 
      	 
      
	
                      6.9

                    	 	
                      Certain
      Capital Expenditures

                    	
                      47

                    
	 
      	 	 
      	 
      
	
                      6.10

                    	 	
                      Transfer
      of  Certain Required Permits and Material
    Contracts

                    	
                      47

                    
	 
      	 	 
      	 
      
	
                      6.11

                    	 	
                      Employee
      Matters.

                    	
                      47

                    
	 
      	 	 
      	 
      
	
                      6.12

                    	 	
                      Atlas
      Marks

                    	
                      48

                    
	 
      	 	 
      	 
      
	
                      6.13

                    	 	
                      Excluded
      Assets and Excluded Liabilities

                    	
                      49

                    
	 
      	 	 
      	 
      
	
                      Article
      7

                    	 	
                      Conditions
      to Closing

                    	
                      49

                    
	 
      	 	 
      	 
      
	
                      7.1

                    	 	
                      Conditions
      to the Obligation of the WFSG Parties

                    	
                      49

                    
	 
      	 	 
      	 
      
	
                      7.2

                    	 	
                      Conditions
      to the Obligation of the APL Parties

                    	
                      52

                    
	 
      	 	 
      	 
      
	
                      Article
      8

                    	 	
                      Tax
      Matters

                    	
                      53

                    
	 
      	 	 
      	 
      
	
                      8.1

                    	 	
                      Liability
      for Taxes

                    	
                      53

                    
	 
      	 	 
      	 
      
	
                      8.2

                    	 	
                      Tax
      Returns

                    	
                      54

                    
	 
      	 	 
      	 
      
	
                      8.3

                    	 	
                      Transfer
      Taxes

                    	
                      55

                    
	 
      	 	 
      	 
      
	
                      8.4

                    	 	
                      Allocation
      of Purchase Price

                    	
                      55

                    
	 
      	 	 
      	 
      
	
                      8.5

                    	 	
                      Survival

                    	
                      56

                    
	 
      	 	 
      	 
      
	
                      8.6

                    	 	
                      Conflict

                    	
                      56

                    
	 
      	 	 
      	 
      
	
                      Article
      9

                    	 	
                      Termination

                    	
                      56

                    
	 
      	 	 
      	 
      
	
                      9.1

                    	 	
                      Events
      of Termination

                    	
                      56

                    
	 
      	 	 
      	 
      
	
                      9.2

                    	 	
                      Effects
      of Certain Termination

                    	
                      57

                    
	 
      	 	 
      	 
      
	
                      Article
      10

                    	 	
                      Indemnification
      Upon Closing

                    	
                      57

                    
	 
      	 	 
      	 
      
	
                      10.1

                    	 	
                      Indemnification
      of the WFSG Parties

                    	
                      57

                    
	 
      	 	 
      	 
      
	
                      10.2

                    	 	
                      Indemnification
      of the APL Parties

                    	
                      57

                    


            

          

        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      
        (continued)

      

       

      
        
          
            
              	 
      	 	 
      	
                      Page

                    
	 
      	 	 
      	 
      
	
                      10.3

                    	 	
                      Tax
      Indemnification; Indemnification of Title Defects

                    	
                      57

                    
	 
      	 	 
      	 
      
	
                      10.4

                    	 	
                      Survival

                    	
                      58

                    
	 
      	 	 
      	 
      
	
                      10.5

                    	 	
                      Demands

                    	
                      58

                    
	 
      	 	 
      	 
      
	
                      10.6

                    	 	
                      Right
      to Contest and Defend

                    	
                      59

                    
	 
      	 	 
      	 
      
	
                      10.7

                    	 	
                      Cooperation

                    	
                      59

                    
	 
      	 	 
      	 
      
	
                      10.8

                    	 	
                      Right
      to Participate

                    	
                      60

                    
	 
      	 	 
      	 
      
	
                      10.9

                    	 	
                      Limitations
      on Indemnification

                    	
                      60

                    
	 
      	 	 
      	 
      
	
                      10.10

                    	 	
                      Sole
      Remedy

                    	
                      60

                    
	 
      	 	 
      	 
      
	
                      Article
      11

                    	 	 
      	
                      61

                    
	 
      	 	 
      	 
      
	
                      11.1

                    	 	
                      Title
      Defect Notices

                    	
                      61

                    
	 
      	 	 
      	 
      
	
                      11.2

                    	 	
                      Right
      to Cure

                    	
                      61

                    
	 
      	 	 
      	 
      
	
                      11.3

                    	 	
                      Remedies
      for Title Defects

                    	
                      61

                    
	 
      	 	 
      	 
      
	
                      11.4

                    	 	
                      Exclusive
      Remedy

                    	
                      61

                    
	 
      	 	 
      	 
      
	
                      11.5

                    	 	
                      Title
      Defect Amount

                    	
                      62

                    
	 
      	 	 
      	 
      
	
                      11.6

                    	 	
                      Title
      Deductibles

                    	
                      62

                    
	 
      	 	 
      	 
      
	
                      11.7

                    	 	
                      Title
      Dispute Resolution

                    	
                      62

                    
	 
      	 	 
      	 
      
	
                      Article
      12

                    	 	
                      Miscellaneous

                    	
                      63

                    
	 
      	 	 
      	 
      
	
                      12.1

                    	 	
                      Expenses

                    	
                      63

                    
	 
      	 	 
      	 
      
	
                      12.2

                    	 	
                      Notices

                    	
                      63

                    
	 
      	 	 
      	 
      
	
                      12.3

                    	 	
                      Entire
      Agreement; Amendments and Waivers

                    	
                      64

                    
	 
      	 	 
      	 
      
	
                      12.4

                    	 	
                      Conflicting
      Provisions

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.5

                    	 	
                      Binding
      Effect and Assignment

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.6

                    	 	
                      Governing
      Law

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.7

                    	 	
                      Jurisdiction
      and Venue

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.8

                    	 	
                      Severability

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.9

                    	 	
                      Interpretation

                    	
                      65

                    
	 
      	 	 
      	 
      
	
                      12.10

                    	 	
                      Headings
      and Schedules

                    	
                      66

                    
	 
      	 	 
      	 
      
	
                      12.11

                    	 	
                      Multiple
      Counterparts

                    	
                      66

                    


            

          

        

      

    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    Exhibits

     

    
      	
              Exhibit
      A

            	
              Form
      of Plan of Merger

            


    

    
      	
              Exhibit
      B

            	
              Form
      of WFSG Sub Note

            


    

    
      	
              Exhibit
      C

            	
              Form
      of Legacy System Gathering
Agreement

            


    

    
      	
              Exhibit
      D

            	
              Form
      of Expansion System Gathering
Agreement

            


    

    
      	
              Exhibit
      E

            	
              Form
      of Transition Services Agreement

            


    

    
      	
              Exhibit
      F

            	
              Form
      of Initial Newco LLC Agreement

            


    

    
      	
              Exhibit
      G

            	
              Form
      of Newco Certificate of Formation

            


    

    
      	
              Exhibit
      H

            	
              Form
      of Merger Sub LLC Agreement

            


    

    
      	
              Exhibit
      I

            	
              Form
      of Merger Sub Certificate of
Formation

            


    

    
      	
              Exhibit
      J

            	
              Form
      of DE Certificate of Merger

            


    

    
      	
              Exhibit
      K

            	
              Form
      of PA Certificate of Merger

            


    

    
      	
              Exhibit
      L

            	
              Form
      of APL Ohio Contribution Agreement

            


    

    
      	
              Exhibit
      M

            	
              Form
      of Note Guaranty Agreement

            


    

    
      	
              Exhibit
      N

            	
              Form
      of LLC Agreement

            


    

    
      	
              Exhibit
      O

            	
              Form
      of Assignment of Membership
Interest

            


    

    
      	
              Exhibit
      P

            	
              Form
      of ATN Asset Purchase Agreement

            


    

     

    Schedules

     

    
      	
              Schedule
      1.1(a)

            	
              Affiliates

            


    

    
      	
              Schedule
      1.1(b)

            	
              Knowledge
      of APL Parties

            


    

    
      	
              Schedule
      1.1(c)

            	
              Knowledge
      of WFSG Parties

            


    

    
      	
              Schedule
      1.1(d)

            	
              Counties
      in which Memoranda of Agreement are to be
filed

            


    

    
      	
              Schedule
      1.1(e)

            	
              Permitted
      Liens

            


    

    
      	
              Schedule
      4.1(c)

            	
              Foreign
      Qualifications

            


    

    
      	
              Schedule
      4.5(a)

            	
              Conflicts

            


    

    
      	
              Schedule
      4.5(b)

            	
              Consents

            


    

    
      	
              Schedule
      4.6(a)

            	
              Appalachian
      System

            


    

    
      	
              Schedule
      4.6(b)

            	
              Owned
      Real Property

            


    

    
      	
              Schedule
      4.6(c)

            	
              Leased
      Real Property

            


    

    
      	
              Schedule
      4.6(d)

            	
              Easements

            


    

    
      	
              Schedule
      4.6(e)

            	
              Vehicles,
      Equipment and Personal Property

            


    

    
      	
              Schedule
      4.6(f)

            	
              ATN
      Assets

            


    

    
      	
              Schedule
      4.7

            	
              Adverse
      Changes since December 31, 2008

            


    

    
      	
              Schedule
      4.9

            	
              Environmental
      Matters

            


    

    
      	
              Schedule
      4.10

            	
              Sufficiency
      of Assets

            


    

    
      	
              Schedule
      4.11(a)

            	
              Required
      Permits

            


    

    
      	
              Schedule
      4.12(a)

            	
              Material
      Contracts

            


    

    
      	
              Schedule
      4.12(c)

            	
              Exceptions
      to Material Contracts

            


    

    
      	
              Schedule
      4.13

            	
              Litigation

            


    

    
      	
              Schedule
      4.14(b)

            	
              Other
      Employees

            


    

    
      	
              Schedule
      4.14(c)

            	
              Subject
      Employees

            


    


    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    

    


    
      	
              Schedule
      4.14(e)

            	
              Employee
      Plans

            


    

    
      	
              Schedule
      4.15

            	
              Insurance
      Policies

            


    

    
      	
              Schedule
      4.16

            	
              Intellectual
      Properties

            


    

    
      	
              Schedule
      4.17

            	
              Bonds
      or Financial Requirements

            


    

    
      	
              Schedule
      4.18(c)

            	
              Accounts

            


    

    
      	
              Schedule
      4.21

            	
              APL
      Parties’ Brokerage Agreements

            


    

    
      	
              Schedule
      4.23(a)

            	
              Unaudited
      Statement of Assets and Liabilities

            


    

    
      	
              Schedule
      5.8

            	
              WFSG
      Parties’ Brokerage Agreements

            


    

    
      	
              Schedule
      6.1(b)

            	
              Permitted
      Actions

            


    

    
      	
              Schedule
      6.9

            	
              Certain
      Growth Capital Expenditures

            


    

    
      	
              Schedule
      6.10

            	
              Required
      Permits and Material Contracts (Not Held by the Subject
      Entities)

            


    

     

    
      
         


      

      
        -vi-

        
          

        

      

      
         


      

    


    FORMATION
AND EXCHANGE AGREEMENT

     

    This
Formation and Exchange Agreement (the “Agreement”) is made and
entered into as of March 31, 2009, by and between Williams Field Services Group,
LLC, a Delaware limited liability company (“WFSG”), Williams Laurel
Mountain, LLC, a Delaware limited liability company (“WFSG Sub,” and with WFSG, the
“WFSG Parties”), Atlas
Pipeline Partners, L.P., a Delaware limited partnership (“APL”), Atlas Pipeline
Operating Partnership, L.P., a Delaware limited partnership (“APL Operating”) and APL Laurel
Mountain, LLC, a Delaware limited liability company (“APL Sub,” and with APL and APL
Operating, the “APL
Parties”).

     

    WITNESSETH:

     

    WHEREAS,
APL Operating owns 100% of the limited liability company membership interest of
each of Atlas Pipeline New York, LLC, a Pennsylvania limited liability company
(“APL New York”), Atlas
Pipeline Ohio, LLC, a Pennsylvania limited liability company (“APL Ohio”), and Atlas Pipeline
Pennsylvania, LLC, a Pennsylvania limited liability company (“APL Pennsylvania”); and APL
Pennsylvania owns 100% of the limited liability company membership interests of
Atlas Pipeline McKean, LLC, a Pennsylvania limited liability company (“APL McKean,” and collectively
with APL New York, APL Ohio and APL Pennsylvania, the “Subject
Entities”);

     

    WHEREAS,
the Subject Entities and Atlas America, LLC, a Pennsylvania limited liability
company (“Atlas LLC”),
collectively own the assets used or held for use in the conduct of the
Appalachian Business;

     

    WHEREAS,
WFSG is in the business of owning and operating midstream natural gas
assets;

     

    WHEREAS,
WFSG and APL desire to form a joint venture to acquire and own the Subject
Entities and conduct the Appalachian Business;

     

    WHEREAS,
on the Closing Date, the following transactions will occur in sequential
order:

     

    (i)           prior
to the Closing, WFSG will cause WFSG Sub to form Laurel Mountain Midstream, LLC,
a Delaware limited liability company (“Newco”), as a wholly-owned
subsidiary of WFSG Sub; and immediately thereafter,

     

    (ii)           prior
to the Closing, APL Operating will cause APL Sub to form Laurel Mountain
Midstream Operating LLC, a Delaware limited liability company (“Merger Sub”), as a
wholly-owned subsidiary of APL Sub; and immediately thereafter,

     

    (iii)           prior
to the Closing, APL Operating, APL Pennsylvania and APL Sub will cause each of
APL New York, APL Pennsylvania and APL McKean (the “Merged Subject
Entities”)  to merge with and into Merger Sub, pursuant to, and
subject to the terms and conditions of, that certain Agreement and Plan of
Merger and Reorganization, the form of which is attached hereto as Exhibit A (the “Plan of Merger”), and as a
result of such merger (the “Merger”), all of the rights,
privileges, powers and franchises the Merged Subject Entities, as well as all of
the debts, liabilities and obligations of the Merged Subject Entities, will be
vested by operation of Law in the Surviving Company (as defined
herein);


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (iv)           prior
to the Closing, APL Operating will contribute its 100% limited liability company
membership interest in APL Ohio (the “APL Ohio Interest”) to APL
Sub;

     

    (v)           prior
to the Closing, WFSG will cause WFSG Sub to contribute $102 million in cash to
Newco and issue to Newco a three-year note from WFSG Sub with a principal amount
of $25.5 million, which note will be in the form attached hereto as Exhibit B (the “WFSG Sub Note”);

     

    (vi)           prior
to the Closing, WFSG and WFSG Sub will cause Newco to purchase from Atlas LLC
certain assets described in the ATN Asset Purchase Agreement that are used, held
for use or intended to be used in the Appalachian Business (the “ATN Assets”); and immediately
thereafter;

     

    (vii)           at
the Closing, APL Sub will exchange 100% of the limited liability company
membership interests in the Surviving Company (the “Surviving Company Interest”)
and the APL Ohio Interest  (collectively, with the Surviving Company
Interest, the “Exchanged
Interests”) with Newco for $87.795 million in cash and the issuance of a
49% limited liability company membership interest in Newco and the Preferred
Distribution Rights (such limited liability company membership interest
collectively with the Preferred Distribution Rights, the “Subject
Interest”);

     

    WHEREAS,
concurrently with the Closing, WFSG Sub will contribute $2.295 million in cash
to Newco as a capital contribution, while APL Sub has agreed to reduce the
amount of cash otherwise payable to it by $2.205 million and instead allow such
money to remain in Newco, resulting in a collective provision of $4.5 million of
capital to Newco as initial working capital;

     

    WHEREAS,
following the Closing of the transactions contemplated under this Agreement,
WFSG Sub will own a 51% limited liability company membership interest in Newco,
and APL Sub will own a 49% limited liability company membership interest in
Newco;

     

    WHEREAS,
on the Closing Date, Newco, APL, APL Operating, Atlas LLC, Resource Energy, LLC,
a Delaware limited liability company (“Resource Energy”), Viking
Resources, LLC, a Pennsylvania limited liability company (“Viking Resources”), Atlas
Energy Resources, LLC, a Delaware limited liability company (“ATN”), Atlas Energy Operating
Company, LLC, a Delaware limited liability company (“ATN Operating”), and Atlas
Noble, LLC, a Delaware limited liability company (“Atlas Noble”) will enter into
the Legacy System Gathering Agreement in the form attached hereto as Exhibit C (the “Legacy System Gathering
Agreement”) and the Expansion System Gathering Agreement in the form
attached hereto as Exhibit D (the “Expansion System Gathering
Agreement,” and with the Legacy System Gathering Agreement, the “Master Gathering
Agreements”);


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    WHEREAS,
on the Closing Date, Atlas America, Inc., a Delaware corporation (“Atlas America”), Newco will
enter into a Transition Services Agreement in the form attached hereto as Exhibit E (the “Transition Services
Agreement”) pursuant to which Atlas America will provide certain services
necessary to operate, manage, maintain and report the operating results of the
Appalachian Assets and the Appalachian Business; and

     

    NOW,
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants, agreements and conditions contained herein, the Parties
hereto agree as follows:

     

    ARTICLE
1

    DEFINITIONS

     

    1.1           Definitions.  The
respective terms defined in this Section ‎1.1 shall, when used
in this Agreement, have the respective meanings specified herein, with each such
definition equally applicable to both singular and plural forms of the terms so
defined:

     

    “Accounting Arbitrator” has the
meaning ascribed to such term in Section ‎2.8(b).

     

    “Adjustment Period” means the
period from (and including) April 1, 2009 to (but not including) the Closing
Date.

     

    “Affiliate” when used with
respect to a Person, means any other Person that directly or indirectly
controls, is controlled by or is under common control with such first
Person.  As of the date of this Agreement, the respective Affiliates
of the parties hereto include those identified on Schedule
1.1(a).

     

    “Aggregate Title Cap” has the
meaning ascribed to such term in Section ‎11.6.

     

    “Aggregate Title Deductible”
has the meaning ascribed to such term in Section ‎11.6.

     

    “Aggregate Title Defect
Threshold” has the meaning ascribed to such term in Section ‎11.6.

     

    “Agreement” has the meaning
ascribed to such term in the preamble.

     

    “APL” has the meaning ascribed
to such term in the preamble.

     

    “APL Board” means the board of
directors of the APL General Partner.

     

    “APL Closing Certificate” has
the meaning ascribed to such term in Section ‎7.1(a).

     

     “APL Conflicts Committee” means
the conflicts committee of the APL Board.

     

    “APL Credit Facility” means the
Revolving Credit and Term Loan Agreement and the Loan Documents (as defined
therein), by and among, APL, APL Operating, the Subject Entities and Wachovia
Bank, National Association, and the lenders named therein, dated as of July 27,
2007.

     

    “APL Fundamental Representations”
has the meaning ascribed to such term in Section ‎10.4.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “APL General Partner” means
Atlas Pipeline Partners GP, LLC, a Delaware limited liability company and the
general partner of APL and APL Operating.

     

    “APL Indemnified Parties” has
the meaning ascribed to such term in Section ‎10.2.

     

    “APL Material Adverse Effect” means
any effect or change that is materially adverse to (a) the business, assets,
liabilities, properties, financial condition or results of operations of the
Subject Entities, taken as a whole, (b) the Appalachian Business or the
Appalachian Assets, taken as a whole, or (c) the ability of any of the APL
Parties to perform its obligations under this Agreement or to consummate the
transactions contemplated hereby or (d) the ability of any member of the
Appalachia Group to perform its obligations under any Transaction Document to
which it is a party; provided,
however, that an APL Material Adverse Effect shall not include any such
adverse effect or change arising from or relating to (i) changes in state of the
natural gas gathering industry generally (including any change in the price of
natural gas, natural gas liquids or other hydrocarbons), (ii) changes in United
States or global economic conditions or financial, banking, or securities
markets (including any disruption thereof) in general, (iii) changes in national
or international political or social conditions, including any engagement in
hostilities, whether or not pursuant to the declaration of a national emergency
or war, or the occurrence of any military or terrorist attack, (iv) changes in
GAAP or in applicable Law, (v) the taking of any action expressly consented to
by the WFSG Parties pursuant to Section ‎6.1(b), (vi) the
announcement of the execution of this Agreement or the Transaction Documents or
the proposed or actual consummation of  the transactions contemplated
hereby and thereby, unless the execution, delivery and performance of this
Agreement or the Transaction Documents would otherwise result in a breach of any
Material Contract; provided, further, that in the case of
clauses (i),
(ii) and (iii) the impact of
such change is not materially disproportionate to the impact on similarly
situated parties, including parties engaged in the gathering of natural gas
anywhere within the United States.

     

    “APL McKean” has the meaning
ascribed to such term in the recitals.

     

    “APL New York” has the meaning
ascribed to such term in the recitals.

     

    “APL Ohio” has the meaning
ascribed to such term in the recitals.

     

    “APL Ohio Contribution
Agreement” has the meaning ascribed to such term in Section
2.2(c).

     

    “APL Ohio Interest” has the
meaning ascribed to such term in the recitals.

     

    “APL Operating” has the meaning
ascribed to such term in the preamble.

     

    “APL Parties” has the meaning
ascribed to such term in the preamble.

     

    “APL Pennsylvania” has the
meaning ascribed to such term in the recitals.

     

    “APL Sub” has the meaning
ascribed to such term in the preamble.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Appalachian Assets” means (i)
all of the assets and properties owned, used or held for use by any of the
Subject Entities, including all those assets and properties listed on Schedules 4.6(b)
through (e) and
(ii) the ATN Assets. For the avoidance of doubt, the Appalachian Assets do not
include any assets permitted to be owned, developed or operated by a shipper
pursuant to the terms of a gathering services agreement to which any of the
Subject Entities is a party.

     

    “Appalachian Business” means the natural gas
gathering and transportation business and the natural gas liquids extraction
business conducted utilizing the Appalachian System by APL and its Affiliates in
western New York, eastern Ohio, western Pennsylvania and northern West
Virginia.  For the avoidance of doubt, the Appalachian Business does
not include (i) the business of exploring or producing oil, gas or other
hydrocarbons or (ii) the natural gas gathering business or natural gas liquids
extraction business conducted by APL and its Affiliates outside of western New
York, eastern Ohio, western Pennsylvania and northern West
Virginia.

     

    “Appalachian Group” means,
collectively, the APL Parties, the Subject Entities and, at the Closing, the
Merger Sub.

     

    “Appalachian Real Property”
means (i) the real property owned by the Subject Entities, and, in the case of
the ATN Assets, the real property to be owned by Newco at the Closing, (ii) the
leases and subleases under which any of the Subject Entities is lessee and, in
the case of the ATN Assets, the leases and subleases under which Newco will be
lessee at the Closing and (iii) the Easements used or held for use by the
Subject Entities and, in the case of the ATN Assets, the Easements will be used
or held for use by Newco at the Closing.

     

    “Appalachian System” has the
meaning ascribed to such term in Section ‎4.6(a).

     

    “Atlas America” has the meaning
ascribed to such term in the recitals.

     

    “Atlas LLC” has the meaning
ascribed to such term in the recitals.

     

    “Atlas Marks” has the meaning
ascribed to such term in Section ‎6.12(a).

     

    “Atlas Noble” has the meaning
ascribed to such term in the recitals.

     

    “ATN” has the meaning ascribed
to such term in the recitals.

     

    “ATN Asset Purchase Agreement”
means the Asset Purchase Agreement, to be dated as of the Closing Date, by and
between Newco and Atlas LLC, in substantially the form attached hereto as Exhibit
P.

     

    “ATN Assets” has the meaning
ascribed to such term in the recitals.

     

    “ATN Board” means the board of
directors of ATN.

     

    “ATN Conflicts Committee” means
the conflicts committee of the ATN Board.

     

    “ATN Operating” has the meaning
ascribed to such term in the recitals.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Audited Liabilities” has the
meaning ascribed to such term in Section
2.7(b).

     

    “Audited Statement of Assets and
Liabilities” has the meaning ascribed to such term in Section ‎6.7.

     

    “Business Day” means any day on
which commercial banks are generally open for business in New York, New York and
not a Saturday, a Sunday or a day observed as a holiday in New York, New York
under the applicable Law of the State of New York or the United States of
America.

     

    “Capital Account” has the
meaning ascribed to such term in the LLC Agreement.

     

    “Cash Purchase Price” has the
meaning ascribed to such term in Section ‎2.7(a).

     

    “Ceiling Amount” has the
meaning ascribed to such term in Section ‎10.9(a).

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability
Act.

     

    “Closing” has the meaning
ascribed to such term in Section ‎3.1.

     

    “Closing Date” has the meaning
ascribed to such term in Section ‎3.1.

     

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

     

    “Confidentiality Agreement” has
the meaning ascribed to such term in Section ‎6.2(b).

     

    “Contract” means any agreement,
contract, lease, sublease, indenture, mortgage, license, concession, commitment,
consensual obligation, promise or undertaking (whether written or oral and
whether express or implied).

     

    “control” and its derivatives,
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person.

     

    “CPR” has the meaning ascribed
to such term in Section ‎11.7.

     

    “Cure Period” has the meaning
ascribed to such term in Section ‎11.2.

     

    “DE Certificate of Merger” has
the meaning ascribed to such term in Section ‎2.2(b).

     

    “Deductible Amount” has the
meaning ascribed to such term in Section ‎10.9(a).

     

    “Defensible Title” shall mean
such title that, subject to Permitted Liens (except as qualified in the
definition of Title Defect):

     

    (i)           with
respect to the real property owned by the Subject Entities and, in the case of
the ATN Assets, the real property to be owned by Newco at the Closing, is good
title, free and clear of any Liens;


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (ii)           with
respect to the leases and subleases under which any of the Subject Entities is
lessee and, in the case of the ATN Assets, the leases and subleases under which
Newco will be lessee at the Closing is valid and subsisting, in full force and
effect, and free and clear of all Liens; or

     

    (iii)           with
respect to the Easements used or held for use by the Subject
Entities  and in the case of the ATN Assets, the Easements that will
be used or held for use by Newco at the Closing, is defensible, and free and
clear of all Liens.

     

    “Delaware Act” means the
Limited Liability Company Act of the State of Delaware, as amended.

     

    “Derivative Transaction” means
any futures, derivative, swap, collar, put, call, cap, warrant, option or other
Contract that is intended to benefit from, relate to, or reduce or eliminate the
risk of increases or decreases in interest rates, basis risk, or the price of
commodities (including hydrocarbons), currencies, indexes, equity securities,
bonds or loans, or any other similar transaction, to which a party or such
party’s assets is bound.

     

    “Direct Costs” means the direct
transportation and compression expenses (including direct payroll and benefits
costs of the Subject Employees, consistent with current levels), of the Subject
Entities, on a consolidated basis, for the Adjustment Period.  For the
avoidance of doubt, the Direct Costs shall not include (A) allocations of any
general and administrative costs and expenses or other overhead allocations and
(B) non-cash expenses, such as depreciation.

     

    “Easements” means any
easements, rights of way, surface use agreements, servitudes, other real
property rights and similar instruments with respect to the use or occupation of
real property.

     

    “Effective Time” has the
meaning ascribed to such term in Section ‎2.2(b).

     

    “Employee Plans” has the
meaning ascribed to such term in Section ‎4.14(a).

     

    “Environmental Laws” means,
without limitation, any federal, state or local statutes, laws, ordinances,
rules, regulations, orders, codes, decisions, injunctions or decrees that
regulate or otherwise pertain to the protection of human health and safety, the
environment or pollutants, contaminants, wastes or chemicals or any toxic,
radioactive, ignitable, corrosive, reactive or otherwise hazardous or regulated
substances, wastes, or materials, including the management, control, discharge,
emission, treatment, containment, handling, removal, use, generation,
permitting, migration, storage, release, transportation, disposal, remediation,
manufacture, processing or distribution of Hazardous Materials that are or may
present a threat to the environment including, but in no way limited to, the
following laws, in effect as of the Closing Date or at any previous time, as in
place or amended:  (i) the Resource Conservation and Recovery Act;
(ii) the Clean Air Act; (iii) CERCLA; (iv) the Federal Water Pollution Control
Act; (v) the Safe Drinking Water Act; (vi) the Toxic Substances Control Act;
(vii) the Emergency Planning and Community Right-to Know Act; (viii) the
National Environmental Policy Act; (ix) the Pollution Prevention Act of 1990;
(x) the Oil Pollution Act of 1990; (xi) the Hazardous Materials Transportation
Act and (xii) all rules, regulations, orders, judgments, publications, or
decrees promulgated or issued with respect to the foregoing by Governmental
Authorities with appropriate jurisdiction.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

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

     

    “Exchanged Interests” has the
meaning ascribed to such term in the recitals.

     

    “Excluded Assets” has the
meaning ascribed to such term in Section ‎6.13.

     

    “Excluded Liabilities” has the
meaning ascribed to such term in Section ‎6.13.

     

    “Expansion System Gathering
Agreement” has the meaning ascribed to such term in the
recitals.

     

    “FERC” means the U.S. Federal
Energy Regulatory Commission.

     

    “GAAP” means generally accepted
accounting principles in the United States of America.

     

    “Governing Documents” means,
(i) with respect to a limited partnership, its certificate of limited
partnership and its limited partnership agreement, or equivalent governing
documents, and (ii) with respect to a limited liability company, its certificate
of formation and its operating agreement, or equivalent governing
documents.

     

    “Governmental Authority” means
any (a) national, state, county, municipal, or local government (whether
domestic or foreign) and any political subdivision thereof, (b) any court or
administrative tribunal, (c) any other governmental, quasi-governmental,
judicial, public or statutory instrumentality, authority, body, agency, bureau
or entity of competent jurisdiction (including any zoning authority, state
public utility commission, FERC, or any comparable authority), (d) any
non-governmental agency, tribunal or entity that is properly vested by a
governmental authority with applicable jurisdiction, or (e) any arbitrator with
authority to bind a party at law.

     

    “Hazardous Materials” means any
pollutant, contaminant, waste, or chemical, or any toxic, radioactive,
ignitable, corrosive, reactive, or otherwise hazardous substance, waste or
material, or any substance, waste or material having any constituent elements
displaying any of the foregoing characteristics and regulated under any
Environmental Law and any substance, whether solid, liquid, or
gaseous:  (i) which is listed, defined, or regulated as a “hazardous
material,” “hazardous waste,” “solid waste,” “hazardous substance,” “toxic
substance,” “pollutant,” or “contaminant,” or otherwise classified as hazardous
or toxic, in or pursuant to any Environmental Law; or (ii) which is or contains
asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam insulation,
explosives, or radioactive materials; or (iii) any petroleum, petroleum
hydrocarbons, petroleum products, crude oil and any components, fractions, or
derivatives thereof, any oil or gas exploration or production waste, and any
natural gas, synthetic gas and any mixtures thereof; or (iv) which causes or
poses a threat to cause contamination or nuisance on any properties, or any
adjacent property or a hazard to the environment or to the health or safety of
persons on or about any properties.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Hired Employees” shall have
the meaning ascribed to such term in Section ‎6.11(a).

     

    “HSR Act” shall have the
meaning ascribed to such term in Section ‎4.5(b).

     

    “Indemnified Party” means an
APL Indemnified Party or a WFSG Indemnified Party.

     

    “Indemnifying Party” has the
meaning ascribed to such in term in Section ‎10.5.

     

    “Indemnity Claim” has the
meaning ascribed to such term in Section ‎10.5.

     

    “Individual Title Defect
Threshold” has the meaning ascribed to such term in Section ‎11.6.

     

    “Initial Newco LLC Agreement”
has the meaning ascribed to such term in Section ‎2.1(a).

     

    “Insurance Policies” has the
meaning ascribed to such term in Section ‎4.15.

     

    “Intellectual Property” means
all intellectual property rights, statutory or common law, worldwide, including
(i) trademarks, service marks, trade dress, slogans, logos and all goodwill
associated therewith, and any applications or registrations for any of the
foregoing; (ii) copyrights and any applications or registrations for any of the
foregoing; and (iii) patents, all confidential know-how, trade secrets and
similar proprietary rights in confidential inventions, discoveries,
improvements, processes, techniques, devices, methods, patterns, formulae,
specifications, and lists of suppliers, vendors, customers, and
distributors.

     

    “Knowledge” means, (a) with
respect to the APL Parties, the actual knowledge after reasonable inquiry of
each person listed on Schedule 1.1(b), and
(b) with respect to the WFSG Parties, the actual knowledge after reasonable
inquiry of each person listed on Schedule
1.1(c).

     

    “Law” means all applicable
statutes, law, rules, regulations, orders, ordinances, judgments and decrees of
any Governmental Authority, including the common or civil law of any
Governmental Authority.

     

    “Legacy System Gathering
Agreement” has the meaning ascribed to such term in the
recitals.

     

    “Liabilities” means liabilities
and obligations, whether accrued, contingent, absolute, determined, determinable
or otherwise, including all losses, deficiencies, costs, expenses, fines,
interest, expenditures, claims, suits, proceedings, judgments, damages, and
reasonable attorneys’ fees and reasonable expenses of investigating, defending
and prosecuting litigation.

     

    “Lien” means, with respect to
any property or asset, any mortgage, deed of trust, lien, security interest,
pledge, conditional sales contract, charge or encumbrance in respect of such
property or asset.

     

    “LLC Agreement” has the meaning
ascribed to such term in Section ‎2.9.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Master Gathering Agreements”
has the meaning ascribed to such term in the recitals.

     

    “Material Contract” has the
meaning ascribed to such term in Section ‎4.12(a).

     

    “Memoranda of Agreement” means
the memoranda of agreement relating to the Master Gathering Agreements entered
into by and among APL, APL Operating, Atlas LLC, ATN, ATN Operating, Resource
Energy, Viking Resources, Atlas Noble and Newco to be filed in each of the
counties in the Commonwealth of Pennsylvania listed on Schedule
1.1(d).

     

    “Merged Subject Entities” has
the meaning ascribed to such term in the recitals.

     

    “Merger” has the meaning
ascribed to such term in the recitals.

     

    “Merger Sub” has the meaning
ascribed to such term in the recitals.

     

    “Merger Sub Certificate of
Formation” has the meaning ascribed to such term in Section ‎2.1(b).

     

    “Merger Sub LLC Agreement” has
the meaning ascribed to such term in Section ‎2.1(b).

     

    “Month” means, for purposes of
Section 2.8, a
calendar month, so that a period of less than a full calendar month shall be
represented by a fraction, the numerator of which is the number of days in such
period and the denominator of which is the number of days in such calendar
month.

     

    “Natural Gas Act” means the
Natural Gas Act of 1938, as amended.

     

    “Natural Gas Policy Act” means
the Natural Gas Policy Act of 1978, as amended.

     

    “Net Accumulated Cash Flow”
means, for the Adjustment Period, an amount (whether positive or negative) equal
to the remainder of (A) the Net Revenues of the Subject Entities minus (B) the sum of (x) the
Direct Costs of the Subject Entities, (y) Permitted Capital Expenditures of the
Subject Entities, and (z) the Pro-Rata Allocation.

     

    “Net Revenues” means the revenues
of the Subject Entities, on a consolidated basis, for the Adjustment Period less
related product costs.

     

    “Newco” has the meaning
ascribed to such term in the recitals.

     

    “Newco Certificate of
Formation” has the meaning ascribed to such term in Section ‎2.1(a).

     

    “Note Guaranty Agreement” has
the meaning ascribed to such term in Section ‎2.3.

     

    “Notice” has the meaning
ascribed to such term in Section ‎12.2.

     

    “Notice of Disagreement” has
the meaning ascribed to such term in Section ‎2.8(b).

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “PA Certificate of Merger” has
the meaning ascribed to such term in Section ‎2.2(b).

     

    “Parties” means the parties to
this agreement, the APL Parties and the WFSG Parties, collectively, and “Party” refers to any of them,
individually; provided,
where appropriate, Party refers to the APL Parties (collectively), on the one
hand, and the WFSG Parties (collectively), on the other hand.

     

    “Pennsylvania Code” means the
Pennsylvania Consolidated Statutes, as amended.

     

    “Permits” means all permits,
licenses, certificates, orders, approvals, authorizations, registrations,
grants, consents, concessions, warrants, franchises and similar rights and
privileges granted by a Governmental Authority.

     

    “Permitted Capital
Expenditures” means the lesser of (A) the actual capital expenditures of
the Subject Entities, on a consolidated basis, for the Adjustment Period or (B)
$3.74 million times the number of Months in the Adjustment Period.

     

    “Permitted Liens”
means:  (i) any mechanics’, materialmen’s, carriers’, workmen’s,
repairmen’s, vendors’, operators’ or other like Liens, if any, arising in the
ordinary course of business which accounts secured thereby are not past due or
are being contested in good faith by appropriate proceedings and as to which
adequate reserves have been established and that do not materially detract from
the value of or materially interfere with the conduct of the Appalachian
Business as currently conducted; (ii) any Liens arising under original purchase
price conditional sales contracts and equipment leases with other Persons
entered into in the ordinary course of business; (iii) any title defects or
Liens that, individually or in the aggregate, do not or would not materially
detract from the value, use or occupancy of the Appalachian Assets, taken as a
whole, or materially interfere with the conduct of the Appalachian Business as
currently conducted, except in each case for Liens securing the payment of
indebtedness; (iv) any Liens for Taxes that are not due and payable or that may
thereafter be paid without penalty or that are being contested in good faith by
appropriate proceedings and as to which adequate reserves have been established;
(v) liens supporting surety bonds, performance bonds and similar obligations
issued in connection with the Appalachian Business in the ordinary course of
such business; (vi) current zoning and subdivision Laws applicable to the
Appalachian Assets; (vii) any covenants, conditions, restrictions or Liens
contained in or otherwise created by the conveyance document filed of record
creating any interest in the Appalachian Real Property; provided, that the Subject
Entity that is bound by such covenant, condition, restriction or Lien, or with
respect to the Appalachian Real Property that constitutes ATN Assets, ATN, or at
the Closing, the Surviving Company or Newco, is not in violation or breach of
such covenant, condition, restriction or Lien; (viii) the express terms and
conditions of any Material Contract; (ix) any Lien that will be released on or
prior to Closing; and (ix) any Lien listed on Schedule
1.1(e).

     

    “Person” means an individual or
entity, including any partnership, corporation, association, trust, limited
liability company, joint venture, unincorporated organization or Governmental
Authority.

     

    “Personal Property” has the
meaning ascribed to such term in Section ‎4.6(e).

     

    “Plan of Merger” has the
meaning ascribed to such term in the recitals.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Post-Closing Adjustment
Statement” has the meaning ascribed to such term in Section‎ 2.8(a).

     

    “Preferred Distribution Rights”
has the meaning ascribed to such term in the LLC Agreement.

     

    “Prime Rate” means, as of a
particular date, the prime rate reported for such date in the Money Rates
section of the Eastern Edition of The Wall Street Journal or,
if such rate is not available, a comparable interest rate index that is readily
available and verifiable, but is beyond the control of any party bound by the
provisions of this Agreement.

     

    “Pro-Rata Allocation” means
$133,000 per month, pro-rated on a daily basis for each day of the Adjustment
Period.

     

    “Proceeding” means any action,
suit, litigation, arbitration, proceeding (including any bankruptcy, civil,
criminal, administrative, environmental, investigative or appellate proceeding
and any informal proceeding), prosecution, contest, hearing, inquiry, inquest,
audit, examination or investigation commenced, brought, conducted or heard by or
before, or otherwise involving, any Governmental Authority.

     

    “Records” has the meaning
ascribed to such term in Section ‎4.18(b).

     

    “Release” means any depositing,
spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning,
emptying, discharging, migrating, injecting, escaping, leaching, dumping or
disposing into the environment.

     

    “Required Permits” has the
meaning ascribed to such term in Section ‎4.11(a).

     

    “Resolution Period” has the
meaning ascribed to such term in Section ‎2.8(b).

     

    “Resource Energy” has the
meaning ascribed to such term in the recitals.

     

    “Review Period” has the meaning
ascribed to such term in Section ‎2.8(b).

     

    “SCADA” means supervisory
control and data acquisition.

     

    “Schedules” means the Schedules
to this Agreement.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Solvent” has the meaning
ascribed to such term in Section ‎4.20.

     

    “Subject Employees” has the
meaning ascribed to such term in Section ‎4.14(c).

     

    “Subject Entities” has the
meaning ascribed to such term in the recitals.

     

    “Subject Interest” has the
meaning ascribed to such term in the recitals.

     

    “Submission Deadline Date” has
the meaning ascribed to such term in Section ‎2.8(b).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Surviving Company” has the
meaning ascribed to such term in Section ‎2.2(a).

     

    “Surviving Company Interest”
has the meaning ascribed to such term in the recitals.

     

    “Tax” or “Taxes” means (i) any federal,
state, local or foreign income, gross receipts, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental, custom
duties, capital stock, franchise, profits, withholding, social security,
unemployment, disability, real property, personal property, sale, use, transfer,
registration, value added, escheat, unclaimed property, alternative or add on
minimum, estimated or other tax of any kind whatsoever, (ii) any interest,
penalty, fine, additions to Tax or additional amounts imposed by any Taxing
Authority in connection with any item described in clause (i), whether
disputed or not, and (iii) any liability in respect of any item described in
clauses (i) or
(ii) payable by
reason of contract, assumption, transferee liability, operation of law, Treasury
Regulation Section 1.1502-6 or otherwise.

     

    “Taxing Authority” means, with
respect to any Tax, the governmental body, entity or political subdivision
thereof that imposes such Tax, and the agency (if any) charged with the
collection of such Tax for such entity or subdivision, including any
governmental or quasi-governmental entity or agency that imposes, or is charged
with collecting, social security or similar charges or premiums.

     

    “Tax Losses” has the meaning
ascribed to such term in Section ‎8.1(a).

     

    “Tax Return” means all reports,
estimates, declarations of estimated Tax, information statements and returns
relating to, or required to be filed in connection with, any Taxes, including
information returns or reports with respect to backup withholding and other
payments to other Persons.

     

    “Termination Date” has the
meaning ascribed to such term in Section ‎9.1(b).

     

    “Title Arbitrator” has the
meaning ascribed to such term in Section ‎11.7.

     

    “Title Claim Date” has the
meaning ascribed to such term in Section ‎11.1.

     

    “Title Defect” means any Lien,
defect, or other matter that causes the Subject Entities, or in the case of the
ATN Assets, Newco, not to have Defensible Title (provided, for purposes of this
definition, the term Defensible Title shall not be qualified by clause (iii) of
the definition of the term Permitted Liens) in and to the Appalachian Real
Property as of the Closing Date; provided that the following
shall not be considered Title Defects:

     

    (a)           defects
in the chain of title consisting of the failure to recite marital status in a
document or omissions of successions of heirship or estate proceedings, unless
the WFSG Parties provide affirmative evidence that such failure or omission has
resulted in another Person’s superior claim of title to the relevant Appalachian
Real Property;

     

    (b)           defects
arising out of lack of corporate or other entity authorization
unless  the WFSG Parties provide affirmative evidence that such
corporate or other entity action was not authorized and results in another
Person’s superior claim of title to the relevant Appalachian Real
Property;


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (c)           defects
that are factually shown to be legally cured by applicable Laws of limitations
or prescription;

     

    (d)           any
Lien, defect or other matter affecting title to property that does not, in the
jurisdiction where the property is located, constitute an exception or defect in
title; and

     

    (e)           any
Lien or loss of title resulting from Surviving Company’s conduct of business
after the Closing Date.

     

    “Title Defect Amount” has the
meaning ascribed to such term in Section ‎11.3(a).

     

    “Title Defect Notices” has the
meaning ascribed to such term in Section ‎11.1.

     

    “Title Defect Property” has the
meaning ascribed to such term in Section ‎11.1.

     

    “Title Indemnity Agreement” has
the meaning ascribed to such term in Section ‎11.3(b).

     

    “Transaction Documents” means
the Plan of Merger, the LLC Agreement, the Transition Services Agreement, the
Master Gathering Agreements, the WFSG Sub Note, the Note Guaranty Agreement, the
Confidentiality Agreement, the APL Ohio Contribution Agreement, the ATN Asset
Purchase Agreement, and the Assignment of Membership Interests.

     

    “Transition Services Agreement”
has the meaning ascribed to such term in the recitals.

     

    “Transfer Taxes” has the
meaning ascribed to such term in Section ‎8.3.

     

    “Unaudited Liabilities” has the
meaning ascribed to such term in Section
2.7(b).

     

    “Unaudited Statement of Assets and
Liabilities” has the meaning ascribed to such term in Section ‎4.23(a).

     

    “Viking Resources” has the
meaning ascribed to such term in the recitals.

     

    “WARN Act” has the meaning
ascribed to such term in Section ‎6.11(a).

     

    “WFSG” has the meaning ascribed
to such term in the preamble.

     

    “WFSG Board” means the board of
directors of WFSG.

     

    “WFSG Closing Certificate”
shall have the meaning ascribed to such term in Section ‎7.2(a).

     

    “WFSG Fundamental
Representations” has the meaning ascribed to such term in Section ‎10.4.

     

    “WFSG Indemnified Parties” has
the meaning ascribed to such term in Section ‎10.1.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    “WFSG Material Adverse Effect”
means any effect or change that would be materially adverse to (a) the ability
of the WFSG Parties to perform their obligations under this Agreement or to
consummate the transactions contemplated hereby or (d) the ability of the WFSG
Parties or any of their Affiliates to perform its obligations under any
Transaction Document to which it is a party; provided, however, that a WFSG Material
Adverse Effect shall not include, any such adverse effect or change arising from
or relating to (i) changes in state of the natural gas gathering industry
generally (including any change in the price of natural gas, natural gas liquids
or other hydrocarbons), (ii) changes in United States or global economic
conditions or financial, banking, or securities markets (including any
disruption thereof) in general, (iii) changes in national or international
political or social conditions, including any engagement in hostilities, whether
or not pursuant to the declaration of a national emergency or war, or the
occurrence of any military or terrorist attack, (iv) changes in GAAP or in
applicable Law, (v) the announcement of the execution of this Agreement and the
Transaction Documents or the proposed or actual consummation of  the
transactions contemplated hereby and thereby; provided, further, that in the
case of clauses
(i), (ii) and (iii) the impact of
such change is not materially disproportionate to the impact on similarly
situated parties, including parties engaged in the gathering of natural gas
anywhere within the United States.

     

    “WFSG Parties” has the meaning
ascribed to such term in the preamble.

     

    “WFSG Sub” has the meaning
ascribed to such term in the preamble.

     

    “WFSG Sub Interest” has the
meaning ascribed to such term in Section ‎2.7(b).

     

    “WFSG Sub Note” has the meaning
ascribed to such term in the recitals.  The Parties agree that, solely
for income tax purposes and the related purpose of maintaining Capital Accounts
in accordance with Section 704(b) of the Code, the WFSG Sub Note shall not be
treated as part of the Company (or any subsidiary of the Company) but shall be
treated as beneficially owned for such purposes by the holder of the Preferred
Distribution Rights, with the result that the Company will have no items of
income, gain, loss, deduction or credit with respect to such WFSG Sub Note, and
that such items will not increase or decrease the Capital Accounts of the APL
Sub or WFSG Sub.

     

    “Williams” has the meaning
ascribed to such term in Section ‎3.3(b).

     

    1.2           Construction.  In
constructing this Agreement:  (a) the word “includes” and its
derivatives means “includes, without limitation” and corresponding derivative
expressions; (b) the currency amounts referred to herein, unless otherwise
specified, are in United States dollars; (c) whenever this Agreement refers to a
number of days, such number shall refer to calendar days unless Business Days
are specified; (d) unless otherwise specified, all references in this Agreement
to “Article,” “Section,” “Schedule,” “Exhibit,” “preamble” or “recitals” shall
be references to an Article, Section, Schedule, Exhibit, preamble or recitals
hereto; (e) whenever the context requires, the words used in this Agreement
shall include the masculine, feminine and neuter and singular and the plural;
(f) all words used as accounting terms and not otherwise defined in this
Agreement has the meaning commonly applied to such term under GAAP; (g) the
words “herein,” “hereby,” “hereof,” and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular Section or
Article or other subdivision; (h) the terms “ordinary course” or “ordinary
course of business” shall be deemed to refer to the conduct of the Appalachian
Business in the ordinary course consistent with past practice; and (i) following
the Effective Time, all references in this Agreement to the Subject Entities or
Merger Sub shall be deemed to be, mutatis mutandis, references
to the Surviving Company.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    ARTICLE
2

    FORMATION;
CONTRIBUTION; EXCHANGE

     

    2.1           Formation of Newco and
Merger Sub.

     

    (a)           On
the Closing Date, immediately prior to the transaction described in Section ‎2.1(b), WFSG shall
cause WFSG Sub to form Newco, by executing and delivering the limited liability
company operating agreement in the form attached hereto as Exhibit F (the “Initial Newco LLC Agreement”)
and filing a Certificate of Formation in the form attached hereto as Exhibit G (the “Newco Certificate of
Formation”) with the Secretary of State of the State of
Delaware.  Upon such formation, WFSG Sub shall hold a 100% limited
liability company membership interest in Newco.

     

    (b)           On
the Closing Date, immediately following the transaction described in Section ‎2.1(a) and
immediately prior to the transaction described in Section ‎2.2(a), APL Operating
shall cause APL Sub to form Merger Sub, by executing and delivering the limited
liability company operating agreement in the form attached hereto as Exhibit H (the “Merger Sub LLC Agreement”) and
filing a Certificate of Formation in the form attached hereto as Exhibit I (the “Merger Sub Certificate of
Formation”) with the Secretary of State of the State of
Delaware.  Upon such formation, APL Sub shall hold a 100% limited
liability company membership interest in Merger Sub.

     

    2.2           Merger of Subject Entities
and Merger Sub; Contribution of APL Ohio Interest.

     

    (a)           On
the Closing Date, immediately following the transaction described in Section ‎2.1(b) and
immediately prior to the transaction described in Section ‎2.5, APL Operating,
APL Pennsylvania and APL Sub shall cause the Merged Subject Entities to be
merged with and into Merger Sub, with effect as of the Effective Time, and at
such Effective Time the separate existence of the Merged Subject Entities shall
cease, and Merger Sub shall be the surviving limited liability company of the
Merger (the “Surviving
Company”), in accordance with the terms and conditions of the Plan of
Merger.

     

    (b)           Subject
to the provisions of this Agreement, on the Closing Date, the Parties will (i)
file with the Delaware Secretary of State a certificate of merger with respect
to the Merger in substantially the form attached hereto as Exhibit J (the “DE Certificate of Merger”), duly
executed and completed in accordance with the relevant provisions of the
Delaware Act, and will make all other filings or recordings required under the
Delaware Act to effect the Merger, and (ii) file with the Pennsylvania Secretary
of the Commonwealth a certificate of merger with respect to the Merger in
substantially the form attached hereto as Exhibit K (the “PA Certificate of Merger”),
duly executed and completed in accordance with the relevant provisions of the
Pennsylvania Code, and will make all other filings or recordings required under
the Pennsylvania Code to effect the Merger.  The Merger will become
effective at such time as the DE Certificate of Merger and the PA Certificate of
Merger have been duly filed with the Delaware Secretary of State and
Pennsylvania Secretary of the Commonwealth, respectively, or at such other date
or time as APL and WFSG may agree, which shall be specified in the DE
Certificate of Merger and PA Certificate of Merger (the time at which the Merger
becomes effective, the “Effective
Time”).


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    (c)           On
the Closing Date, concurrently with the transaction described in Section 2.2(a) and
immediately prior to the transaction described in Section ‎2.5, (i) APL
Operating and APL Sub shall enter into a contribution agreement in substantially
the form attached hereto as Exhibit L (the
“APL Ohio Contribution Agreement”)
pursuant to which APL Operating shall contribute the APL Ohio Interest to APL
Sub, and the transactions contemplated under such APL Ohio Contribution
Agreement shall be consummated.

     

    2.3           Capitalization of
Newco.  On the Closing Date, immediately following the
transactions described in Section ‎2.2 and immediately
prior to the transaction described in Section ‎2.4, WFSG shall cause
WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco
the WFSG Sub Note, and Williams shall guaranty WFSG Sub’s obligations to Newco
under the WFSG Sub Note by executing and delivering the note guaranty agreement,
attached hereto as Exhibit M (the “Note Guaranty
Agreement”).

     

    2.4           Purchase of ATN
Assets.  On the Closing
Date, immediately following the transactions described in Section ‎2.3 and immediately
prior to the transactions described in Section ‎2.5, WFSG and WFSG
Sub shall cause Newco to purchase from Atlas LLC the ATN Assets pursuant to the
ATN Asset Purchase Agreement for $12.0 million, and the transactions
contemplated under such ATN Asset Purchase Agreement shall be
consummated.

     

    2.5           Exchange.  On
the Closing Date, immediately following the transactions described in Section ‎2.4, upon the terms
and subject to the conditions set forth in this Agreement, APL Sub shall sell,
assign, transfer and convey the Exchanged Interests to Newco, and WFSG and WFSG
Sub shall cause Newco to purchase and acquire from APL Sub the Exchanged
Interests in exchange for the issuance of the Subject Interest and payment of
the Cash Purchase Price.

     

    2.6           Capital
Contribution.  On the Closing Date, WFSG Sub will contribute
$2.295 million in cash to Newco as a capital contribution to fund initial
working capital.

     

    2.7           Purchase
Price.

     

    (a)           The
aggregate consideration payable by Newco for the Exchanged Interests shall be
(i) an amount in cash equal to $87,795,000 (the “Cash Purchase Price”); (ii)
the issuance of the Subject Interest; and (iii) $2,205,000 as a deemed initial
capital contribution to Newco by APL Sub; provided, however, that the
amount of the Cash Purchase Price shall be subject to adjustment as provided in
Section
2.7(b).


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (b)           If
the total amount of liabilities (excluding Excluded Liabilities and those
liabilities with a related asset of a similar value) of the Subject Entities, on
a consolidated basis, as set forth in the Audited Statement of Assets and
Liabilities (the “Audited
Liabilities”) allocable to WFSG Sub’s 51% limited liability company
interest in Newco (the “WFSG
Sub Interest”) exceeds the amount of liabilities (excluding Excluded
Liabilities those liabilities with a related asset of a similar value) of the
Subject Entities, on a consolidated basis, as set forth in the Unaudited
Statement of Assets and Liabilities (the “Unaudited Liabilities”)
allocable to the WFSG Sub Interest by more than $1,000,000, the amount of the
Cash Purchase Price shall be decreased by an amount equal to (i) the excess
of the amount of the Audited Liabilities allocable to the WFSG Sub Interest over
the amount of the Unaudited Liabilities allocable to the WFSG Sub Interest,
less (ii)
$1,000,000.

     

    2.8           Post-Closing Purchase Price
Adjustment.

     

    (a)           As
promptly as practicable after the Closing Date, and in any event not later than
30 days after the Closing Date, the APL Parties shall prepare and deliver to the
WFSG Parties a statement (the “Post-Closing Adjustment
Statement”) that sets forth its calculation, in reasonable detail, of the
Net Accumulated Cash Flow.  The WFSG Parties agree to provide the APL
Parties and their authorized representatives reasonable access to such
employees, offices, and other facilities and such books and records of Newco,
the Surviving Company and APL Ohio as are reasonably necessary to allow the APL
Parties and their authorized representatives to prepare the Post-Closing
Adjustment Statement in accordance with this Section 2.8(a).

     

    (b)           After
receipt of the Post-Closing Adjustment Statement, the WFSG
Parties  shall have 30 days from receipt of the Post-Closing
Adjustment Statement (the “Review Period”) to review such
Post-Closing Adjustment Statement.  In connection with the WFSG
Parties’ review of, and in the case of any dispute with respect to, the
Post-Closing Adjustment Statement, the APL Parties shall (i) provide the WFSG
Parties and their authorized representatives access to the relevant books and
records of the APL Parties and their Affiliates and authorized representatives,
including the work papers of such authorized representatives, and (ii) furnish
to the WFSG Parties any other information that relates to the Post-Closing
Adjustment Statement, is reasonably requested and is relevant to the calculation
of Net Accumulated Cash Flow.  Unless the WFSG Parties provide written
notice to the APL Parties of their disagreement as to one or more items included
in the Post-Closing Adjustment Statement (“Notice of
Disagreement”)  prior to the expiration of the Review Period,
the Post-Closing Adjustment Statement shall become final and binding on the APL
Parties and WFSG Parties.  A Notice of Disagreement shall set forth
all of the WFSG Parties’ disputed items in the calculation of Net Accumulated
Cash Flow, together with the WFSG Parties’ proposed changes
thereto.  If the WFSG Parties have delivered a timely Notice of
Disagreement, then the APL Parties and the WFSG Parties shall use their good
faith efforts to reach written agreement on the disputed items to determine the
Net Accumulated Cash Flow, which in no event shall be more favorable to the APL
Parties than reflected on the Post-Closing Adjustment Statement prepared by the
APL Parties nor more favorable to the WFSG Parties than shown in the proposed
changes delivered by the WFSG Parties pursuant to their Notice of
Disagreement.  If all of the WFSG Parties’ disputed items have not
been resolved by the 30th day following the APL Parties’ receipt of the Notice
of Disagreement (the “Resolution Period”), then the
remaining disputed items shall be submitted to binding arbitration by an
independent nationally recognized accounting firm (the “Accounting Arbitrator”)
without any existing professional relationship with the APL Parties, the WFSG
Parties or their respective Affiliates (or that had any such professional
relationship within the past three years), as mutually selected by the APL
Parties and the WFSG Parties (or in the absence of such agreement, by the CPR),
within ten Business Days after the expiration of the Resolution
Period.  The Accounting Arbitrator shall act as an arbitrator to
determine only those items in dispute.  All fees and expenses relating
to the work, to be performed by the Accounting Arbitrator shall be paid fifty
percent (50%) by the APL Parties and fifty percent (50%) by the WFSG
Parties.   The
APL Parties and the WFSG Parties shall provide information regarding the
disputed items, and such supporting material as they deem reasonably
appropriate, to the Accounting Arbitrator within five Business Days of the
appointment of such Accounting Arbitrator (the “Submission Deadline Date”),
and each Party shall provide a contemporaneous copy to the other Party of the
disputed items (and supporting material, if any) submitted to the Accounting
Arbitrator.  The Accounting Arbitrator shall then prepare and deliver
to the APL Parties or the WFSG Parties a written determination (such
determination to include a work sheet setting forth all material calculations
used in arriving at such determination and to be based solely on information
provided to the Accounting Arbitrator by the Parties) of the Net Accumulated
Cash Flow, including the disputed items, within 30 days following the Submission
Deadline Date, which determination will be final, binding and conclusive on the
Parties as to such disputed items.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    (c)           If
the Net Accumulated Cash Flow, as finally determined, is a positive number, the
APL Parties shall pay to the account designated by the WFSG Parties an amount
equal to 51% of the Net Accumulated Cash Flow, plus interest on such
amount  (calculated on an annualized basis) from (and including) the
Closing Date to (but excluding) the date of payment at the Prime Rate plus 2.0%.
If the Net Accumulated Cash Flow, as finally determined, is a negative number,
the WFSG Parties shall pay to the account designated by the APL Parties an
amount equal to 51% of the Net Accumulated Cash Flow, plus interest on such
amount (calculated on an annualized basis) from (and including) the Closing Date
to (but excluding) the date of payment at the Prime Rate plus
2.0%.  Any payment owing pursuant to this Section 2.8(c) shall
be made by wire transfer of immediately available funds within two Business Days
of the date the amount of the Net Accumulated Cash Flow is agreed or finally
determined under Section
2.8(c).

     

    2.9           Adoption of LLC
Agreement.  On the Closing Date, immediately upon completion of
the exchange described in Section ‎2.5, WFSG and APL
shall cause WFSG Sub and APL Sub, respectively, to execute and deliver the
Amended and Restated Limited Liability Company Agreement of Newco, in the form
attached hereto as Exhibit N (the “LLC Agreement”).

     

    ARTICLE
3

    CLOSING

     

    3.1           Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall be held at the
offices of Jones Day, 222 East 41st Street, New York, New York 10017-6702 on the
third Business Day following the date on which all of the conditions to closing
set forth in Article
7 have been satisfied or waived, commencing at 10:00 a.m., New York time,
or such other place, date and time as may be mutually agreed to in writing by
the parties.  The “Closing Date,” as referred to
herein, shall mean the date of the Closing.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    3.2           Deliveries of the APL
Parties at Closing.  At the Closing, upon the terms and subject
to the conditions of this Agreement, the APL Parties shall deliver or cause to
be delivered the following:

     

    (a)           a
duly executed assignment of membership interest, in substantially the form
attached hereto as Exhibit O,
transferring the Exchanged Interests to Newco;

     

    (b)           a
certificate duly executed by an authorized officer of the APL General Partner,
dated as of the Closing, (i) certifying on behalf of the each of the APL Parties
that the conditions set forth in Section ‎7.1(a) have been
fulfilled, (ii) setting forth the resolutions of the APL Board authorizing the
execution and delivery of this Agreement, the Transaction Documents to which any
of the APL Parties or their subsidiaries is a party and certifying that such
resolutions were duly adopted and have not been rescinded or
amended;

     

    (c)           a
long-form certificate of good standing issued by the Secretary of the
Commonwealth of the Commonwealth of Pennsylvania, as of a recent date prior to
the Effective Time, of each of the Subject Entities;

     

    (d)           a
certified copy from the Office of the Secretary of State of the State of
Delaware of the Merger Sub Certificate of Formation, which shall be in full
force and effect as of the Closing Date and shall not have been amended or
modified, except as provided in the Plan of Merger;

     

    (e)           a
certificate duly executed by the chairman of the APL Conflicts Committee
certifying that such committee has approved the transactions contemplated by
this Agreement and the Transaction Documents;

     

    (f)           a
counterpart of the LLC Agreement, duly executed by APL Sub;

     

    (g)           counterparts
of each of the Master Gathering Agreements, duly executed by each of APL, APL
Operating, Atlas LLC, ATN, ATN Operating, Resource Energy, Viking Resources and
Atlas Noble, respectively;

     

    (h)           counterparts
of each of the Memoranda of Agreement, duly executed by  memoranda of
agreement by each of APL, APL Operating, Atlas LLC, ATN, ATN Operating, Resource
Energy, Viking Resources and Atlas Noble, respectively;

     

    (i)           a
counterpart of the Transition Services Agreement, duly executed by Atlas
America;

     

    (j)           a
counterpart of the ATN Asset Purchase Agreement and such bills of sale, deeds,
assignments, certificates and other instruments in form acceptable for, and in
sufficient duplicate originals to, allow recording in all appropriate
jurisdictions and offices, in each case, duly executed by Atlas
LLC;

     

    (k)           a
counterpart of the APL Ohio Contribution Agreement, duly executed by APL
Operating and APL Sub;


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (l)           a
certified copy from the Office of the Secretary of State of the State of
Delaware of the DE Certificate of Merger, which shall be effective as of the
Effective Time, as contemplated in Section ‎2.2;

     

    (m)           a
certified copy from the Office of the Secretary of the Commonwealth of the
Commonwealth of Pennsylvania of the PA Certificate of Merger, which shall be
effective as of the Effective Time, as contemplated in Section  ‎2.2;

     

    (n)           a
copy of the Plan of Merger, duly executed by the parties thereto;

     

    (o)           a
long-form certificate of good standing issued by the Secretary of State of the
State of Delaware of the Surviving Company; and

     

    (p)           such
other bills of sale, deeds, assignments, affidavits, certificates, cross
receipts, instruments and documents as the WFSG Parties may reasonably request
in order to consummate the transactions contemplated by this Agreement and the
Transaction Documents.

     

    3.3           Deliveries of the WFSG
Parties at Closing.  At the Closing, upon the terms and subject
to the conditions of this Agreement, the WFSG Parties shall deliver or cause to
be delivered the following:

     

    (a)           a
copy of the WFSG Sub Note, duly executed on behalf of WFSG Sub;

     

    (b)           a
counterpart of the Note Guaranty Agreement, pursuant to which The Williams
Companies, Inc., a Delaware corporation (“Williams”), will guarantee
WFSG Sub’s obligations under the WFSG Sub Note, duly executed on behalf of
Williams;

     

    (c)           a
certificate duly executed by an authorized officer of WFSG, dated as of the
Closing, (i) certifying on behalf of the WFSG Parties that the conditions set
forth in Section
 7.2(a) have been fulfilled and (ii) setting forth the resolutions
of the WFSG Board authorizing the execution and delivery of this Agreement, the
Transaction Documents to which the WFSG Parties or any of their subsidiaries is
a party and certifying that such resolutions were duly adopted and have not been
rescinded or amended;

     

    (d)           a
counterpart of the LLC Agreement, duly executed by WFSG Sub;

     

    (e)           a
certified copy from the Office of the Secretary of State of the State of
Delaware of the Newco Certificate of Formation, which shall be in full force and
effect and shall not have been amended or modified; and

     

    (f)           a
long-form certificate of good standing issued by the Secretary of State of the
State of Delaware of Newco.

     

    3.4           Deliveries of Newco at
Closing.  At the Closing, upon the terms and subject to the
conditions of this Agreement, the WFSG Parties shall cause Newco to deliver the
following:

     

    (a)           a
counterpart of each of the Master Gathering Agreements, duly executed on behalf
of Newco;


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (b)           a
counterpart of each of the Memoranda of Agreement, duly executed on behalf of
Newco;

     

    (c)           a
counterpart of the Transition Services Agreement, duly executed on behalf of
Newco;

     

    (d)           a
counterpart of the ATN Asset Purchase Agreement, duly executed on behalf of
Newco;

     

    (e)           a
wire transfer to APL Sub, in an amount equal to the Cash Purchase Price, of
immediately available funds to an account designated in writing by APL; provided, APL shall designate
such account at least two Business Days prior to Closing; and

     

    (f)           a
copy of member resolutions of Newco, in form and substance reasonably acceptable
to APL Sub, authorizing the issuance of membership interests in Newco, duly
executed on behalf of WFSG Sub, the sole member.

     

    ARTICLE
4

    REPRESENTATIONS
AND WARRANTIES OF THE APL PARTIES

     

    Except as
set forth in the Schedules delivered to the WFSG Parties by the APL Parties, the
APL Parties jointly and severally represent and warrant to the WFSG Parties as
follows:

     

    4.1           Organization.

     

    (a)           Each
of APL and APL Operating is a limited partnership duly organized, validly
existing and in good standing under the Laws of the State of Delaware and has
all requisite limited partnership power and authority to own, operate and lease
its properties and assets and to carry on its business.

     

    (b)           APL
Sub is a limited liability company duly organized, validly existing and in good
standing under the Laws of the State of Delaware and has all requisite limited
liability company power and authority to own, operate and lease its properties
and assets and to carry on its business.

     

    (c)           Each
of the Subject Entities is a limited liability company duly organized, validly
existing and in good standing under the Laws of the Commonwealth of Pennsylvania
and has all requisite limited liability company power and authority to own,
operate and lease its properties and assets and to carry on its business as now
conducted.  Each of the Subject Entities is duly licensed or qualified
to do business and is in good standing in the states in which the character of
the properties and assets owned or held by it or the nature of the business
conducted by it requires it to be so licensed or qualified, and each of such
states is set forth on Schedule 4.1(c)
hereto.

     

    (d)           The
APL Parties have made available to the WFSG Parties complete and correct copies
of the Governing Documents of each of the Subject Entities.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (e)           Merger
Sub will be formed on the Closing Date immediately prior to Closing solely for
the purpose of engaging in the transactions contemplated by this Agreement and
the Transaction Documents.  Prior to the Closing, Merger Sub will have
engaged in no other business activities and will have incurred no liabilities or
obligations other than as contemplated herein or in the Transaction
Documents.  Upon such formation, Merger Sub will be a limited
liability company duly organized, validly existing and in good standing under
the Laws of the State of Delaware and will have all requisite limited liability
company power and authority to own, operate and lease its properties and assets
and to carry on its business, including ownership of the assets of the Subject
Entities and the conduct of their respective businesses.

     

    4.2           Capitalization.

     

    (a)           APL
General Partner is the sole owner of all of the outstanding general partnership
interests of APL Operating and all of such general partnership interests have
been duly authorized and validly issued in accordance with applicable Laws and
the Governing Documents of APL Operating; and APL is the sole owner of all of
the outstanding limited partnership interests of APL Operating and all of such
limited partnership interests have been duly authorized and validly issued in
accordance with applicable Laws and the Governing Documents of APL Operating and
are fully paid and nonassessable.  Other than such general partnership
interests and limited partnership interests owned by APL General Partner and
APL, respectively, there are no other outstanding equity interests in APL
Operating.

     

    (b)           APL
Operating is the sole owner of 100% of the outstanding limited liability company
membership interests of each of APL New York, APL Ohio and APL Pennsylvania, and
all of such membership interests have been duly authorized and validly issued in
accordance with applicable Laws and the respective Governing Documents of each
such Subject Entity and are fully paid and nonassessable.  Other than
such limited liability company membership interests owned by APL Operating,
there are no other outstanding equity interests in any of APL New York, APL Ohio
or APL Pennsylvania.

     

    (c)           APL
Pennsylvania is the sole owner of 100% of the outstanding limited liability
company membership interests of APL McKean, and all of such membership interests
have been duly authorized and validly issued in accordance with applicable Laws
and the Governing Documents of APL McKean and are fully paid and
nonassessable.  Other than such limited liability company membership
interests owned by APL Pennsylvania, there are no other outstanding equity
interests in APL McKean.

     

    (d)           APL
Operating is the sole owner of 100% of the outstanding limited liability company
membership interests of APL Sub, and all of such membership interests have been
duly authorized and validly issued in accordance with applicable Laws and the
Governing Documents of APL Sub and are fully paid and
nonassessable.  Other than such limited liability company membership
interests owned by APL Operating, there are no other outstanding equity
interests in APL Sub.

     

    (e)           Upon
its formation on the Closing Date, Merger Sub will issue 100% of its outstanding
limited liability company membership interests to APL Sub; such limited
liability company membership interests will have been duly authorized and
validly issued in accordance with applicable Laws and the Merger Sub LLC
Agreement; and other than such limited liability company membership interests
owned by  APL Sub, there will be no other outstanding equity interests
in Merger Sub.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    (f)           None
of the Subject Entities has any subsidiaries, and none of the Subject Entities
owns any equity interests in or indebtedness (other than accounts receivable
arising in the ordinary course of business) of any Person, except in the case of
APL Pennsylvania as described in clause ‎(c)
above.  Upon its formation on the Closing Date and the consummation of
the Merger, APL Sub will not have any subsidiaries other than the Surviving
Company, nor will it own any equity interests in or indebtedness (other than
accounts receivable arising in the ordinary course of business) of any
Person.

     

    4.3           Title to Equity
Interests.

     

    (a)           Upon
the formation of Merger Sub on the Closing Date, APL Sub will have good and
valid record and beneficial title to 100% of the outstanding limited liability
company membership interests in Merger Sub, free and clear of any Liens, except
for Permitted Liens; and upon consummation of the Merger, APL Sub will have
valid record and beneficial title to 100% of the outstanding limited liability
company membership interest in the Surviving Company, free and clear of any
Liens, except for Permitted Liens.

     

    (b)           APL
Operating has good and valid record and beneficial title to 100% of the limited
liability company membership interests of each of APL New York, APL Ohio and APL
Pennsylvania, free and clear of any Liens, except for Permitted
Liens.

     

    (c)           APL
Pennsylvania has good and valid record and beneficial title to 100% of the
limited liability company membership interests of APL McKean, free and clear of
any Liens, except for Permitted Liens.

     

    (d)           Except
for the Plan of Merger, there are no outstanding (i) options, warrants,
subscriptions, put or call rights, preemptive rights or other rights to
subscribe for or purchase, or any agreements, arrangements or commitments that
would obligate any of the Subject Entities to offer, issue, sell, redeem,
repurchase, transfer, pledge or encumber any equity interest in any of the
Subject Entities, (ii) securities or obligations of any kind that are
convertible into or exercisable or exchangeable for any equity interest in any
of the Subject Entities, (iii) bonds, debentures or other evidence of
indebtedness of any of the Subject Entities and (iv) voting trusts, proxies or
other agreement or understanding with respect to the voting, registration or
disposition of any equity interest in any of the Subject Entities.

     

    (e)           Except
for the Plan of Merger, upon the formation of Merger Sub on the Closing Date,
there will be no outstanding (i) options, warrants, subscriptions, put or call
rights, preemptive rights or other rights to subscribe for or purchase, or any
agreements, arrangements or commitments that would obligate Merger Sub to offer,
issue, sell, redeem, repurchase, transfer, pledge or encumber any equity
interest in Merger Sub, (ii) securities or obligations that are convertible into
or exercisable or exchangeable for any equity interest in Merger Sub, (iii)
bonds, debentures or other evidence of indebtedness of Merger Sub and (iv)
voting trusts, proxies or other agreement or understanding with respect to the
voting, registration or disposition of any equity interest in Merger
Sub.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    4.4           Authority and Approval;
Enforceability.

     

    (a)           Each
member of the Appalachian Group has full limited partnership power and authority
or limited liability company power and authority, as the case may be, to execute
and deliver this Agreement and the Transaction Documents to which each of them
is a party and to consummate the transactions contemplated hereby and thereby
and to perform all of the terms and conditions hereof and thereof to be
performed by each of them.  The execution and delivery by any member
of the Appalachian Group of this Agreement and the Transaction Documents to
which such member is a party, the consummation of the transactions contemplated
hereby and thereby and the performance of all of the terms and conditions hereof
and thereof to be performed by each such member have been duly authorized and
approved by all requisite limited partnership action or limited liability
company action, as the case may be, on the part of each such
member.  This Agreement and each of the Transaction Documents to which
any member of the Appalachian Group is a party have been, or when executed will
be, duly executed and delivered by each such member and constitute the valid and
legally binding obligation of each such member, enforceable against each such
member in accordance with their terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of creditors’ rights
and remedies generally and by general principles of equity (whether applied in a
proceeding at law or in equity).

     

    (b)           Upon
its formation on the Closing Date, Merger Sub will have full limited liability
company power and authority to execute and deliver each Transaction Document to
which it is a party, to consummate the transactions contemplated thereby and to
perform all of the terms and conditions thereof to be performed by
it.  The execution and delivery by Merger Sub of each of the
Transaction Documents to which it is a party, the consummation of the
transactions contemplated thereby and the performance of all of the terms and
conditions thereof to be performed by it will have been duly authorized and
approved by all requisite limited liability company action on the part of Merger
Sub.  When executed and delivered by Merger Sub, each Transaction
Agreement to which it is a party will constitute a valid and legally binding
obligation of Merger Sub enforceable against Merger Sub in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws affecting the enforcement of creditors’ rights and remedies generally and
by general principles of equity (whether applied in a proceeding at law or in
equity).


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    4.5           No Conflict;
Consents.

     

    (a)           The
execution, delivery and performance of this Agreement by each of the APL Parties
does not, and the execution, delivery and performance of each of the Transaction
Documents by each member of the Appalachian Group party thereto will not, and
the fulfillment and compliance with the terms and conditions hereof and thereof
and the consummation of the transactions contemplated hereby and thereby will
not, (i) violate, conflict with any of, result in any breach of, or require the
consent of any Person under, the terms, conditions or provisions of the
Governing Documents of any of member of the Appalachian Group, (ii) violate any
provision of any Law applicable to any member of the Appalachian
Group,  the Appalachian Assets or the Appalachian Business or, with
respect to the execution, delivery and performance of this Agreement, the Plan
of Merger, the ATN Asset Purchase Agreement and the Transition Services
Agreement, violate any provision of any Law applicable to any Affiliate of APL
(other than members of the Appalachian Group); (iii) conflict with, result in a
breach of, constitute a default under (whether with notice or the lapse of time
or both), or accelerate or permit the acceleration of the performance required
by, or require any consent, authorization or approval under, or result in the
suspension, termination or cancellation of, or in a right of suspension,
termination or cancellation of, any Contract or other instrument to which any
member of the Appalachian Group or any of the Appalachian Assets are bound or,
with respect to the execution, delivery and performance of this Agreement, the
Plan of Merger, the ATN Asset Purchase Agreement and the Transition Services
Agreement, any Contract or other instrument to which any Affiliate of APL (other
than members of the Appalachian Group) that is party to such Contract, except in
each case as set forth on Schedule 4.5(a); or
(iv) result in the creation of any Lien (other than Permitted Liens) on any of
the Appalachian Assets under any Contract or other instrument, except in the
case of clauses
(ii), (iii) and (iv) for those items
which, individually or in the aggregate, would not reasonably be expected to
have an APL Material Adverse Effect.

     

    (b)           Except
as set forth on Schedule 4.5(b), no
consent, approval, license, permit, order or authorization of any Governmental
Authority or other Person is required to be obtained or made by (i) any member
of the Appalachian Group in connection with the execution, delivery, and
performance of this Agreement and the Transaction Documents or the consummation
of the transactions contemplated hereby or thereby or, (ii) with respect to the
execution, delivery and performance of this Agreement, the Plan of Merger, the
ATN Asset Purchase Agreement and the Transition Services Agreement, any
Affiliate of APL (other than members of the Appalachian Group), except (x) as
have been waived or obtained or with respect to which the time for asserting
such right has expired or (y) pursuant to the applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

     

    4.6           Assets;
Title.

     

    (a)           Schedule 4.6(a) sets
forth maps that describe in reasonable detail the natural gas gathering system
located in eastern Ohio, western New York, northern West Virginia and western
Pennsylvania and the liquids extraction facility located in McKean County,
Pennsylvania owned, used or held for use by APL, the Subject Entities or any of
their Affiliates (the “Appalachian
System”).

     

    (b)           Schedule 4.6(b) sets
forth a list and description (including property name, grantor, grantee, deed
date, recording date, recording volume page number) of all of the real property
owned in fee by any of the Subject Entities (excluding any ATN
Assets).

     

    (c)           Schedule 4.6(c) sets
forth a list and description (including property location, parties and annual
rental payments) of all leases and subleases under which any of the Subject
Entities is lessee of real property (excluding any ATN Assets).


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    (d)           Schedule 4.6(d) sets
forth a list and summary description (including location by state, county and
township, date, grantor, grantee, recording volume number and recording volume
page number) of all material Easements used or held for use by the Subject
Entities (excluding any ATN Assets).

     

    (e)           Schedule 4.6(e) sets
forth a list and description of all vehicles and other material equipment and
other material personal property used or held for use by the Subject Entities
(excluding any ATN Assets).

     

    (f)           Schedule 4.6(f) sets
forth all of the material ATN Assets.

     

    (g)           Each
of the Subject Entities holds, or in the case of the ATN Assets at Closing Newco
will hold, Defensible Title to all the Appalachian Real Property.

     

    (h)           Each
of the Subject Entities holds, or in the case of the ATN Assets at Closing Newco
will hold, good and marketable title to all of the personal property used or
held for use by the Subject Entities or included in the ATN Assets free and
clear of any Liens, except for Permitted Liens.

     

    4.7           No Adverse
Changes.  Except as set forth on Schedule 4.7, since
December 31, 2008:

     

    (a)           there
has not been a APL Material Adverse Effect;

     

    (b)           the
Appalachian Assets have been operated and maintained in the ordinary course of
business consistent with past practices;

     

    (c)           there
has not been any material damage, destruction or loss to any of the Appalachian
Assets, whether or not covered by insurance;

     

    (d)           there
has been no delay in, or postponement of, the payment of any liabilities related
to the Appalachian Assets or the Appalachian Business in excess of
$50,000;

     

    (e)           none
of the items described in clauses (v), (vi), (vii), (x) (other than sales
and dispositions to the extent such assets are replaced or sales or dispositions
of obsolete or surplus assets) or (xiii) of Section ‎6.1(b) has occurred;
and

     

    (f)           there
is no Contract or other commitment do any of the foregoing.

     

    4.8           Taxes.

     

    (a)           (i)
Each of the APL Parties has filed or caused to be filed all Tax Returns required
to be filed by or with respect to Merger Sub, the Subject Entities, the
Appalachian Business or the Appalachian Assets on a timely basis (taking into
account all extensions of due dates) and has timely paid or caused to be paid in
full all Taxes due and payable; (ii) all such Tax Returns are true, correct and
complete in all material respects; and (iii) there are no Liens for Taxes (other
than Taxes not yet due and payable) upon any of the Appalachian Assets or the
assets of Merger Sub or the Subject Entities.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    (b)           There
are no Proceedings for the assessment or collection of Taxes pending or, to APL
Parties’ Knowledge, threatened with respect to the Subject Entities, the
Appalachian Business or the Appalachian Assets.  The Tax Returns
required to be filed by or with respect to the Subject Entities, the Appalachian
Business or the Appalachian Assets have not been audited by any Taxing Authority
and are not in the process of being audited, and there is no basis upon which
any Tax deficiency or adjustment would reasonably be expected to be assessed
with respect to the Subject Entities, the Appalachian Business or the
Appalachian Assets.  There is no Tax deficiency outstanding, proposed,
or assessed with respect to the Subject Entities, the Appalachian Business or
the Appalachian Assets.

     

    (c)           None
of the APL Parties has, with respect to the Subject Entities, the Appalachian
Business or the Appalachian Assets, received any written ruling of a Taxing
Authority relating to Taxes.

     

    (d)           Each
of the Subject Entities has withheld and paid to the proper Taxing Authority in
a timely manner all Taxes required to have been withheld and paid in connection
with any amounts paid or owing to any employee, independent contractor, creditor
or third party.

     

    (e)           The
Subject Entities have collected from each receipt from any of the past and
present customers (or other Persons paying amounts to the Subject Entities) the
amount of all material Taxes (including sales, use, excise and other Taxes)
required to be collected and have paid and remitted such Taxes when due to the
proper Taxing Authorities. The amount of Tax collected but not remitted by the
Subject Entities will be retained in the appropriate accounts and remitted to
the appropriate Taxing Authority when due.

     

    (f)           There
are no outstanding waivers of any limitation periods or agreements providing for
an extension of time for the filing of any Tax Return or the payment of any Tax
by the Subject Entities.

     

    (g)           No
claim has been received from any Taxing Authority located in any jurisdiction
where the Subject Entities do not file Tax Returns claiming that any of the
Subject Entities is or may be subject to taxation in such jurisdiction, and no
such assertion of noncompliance has been threatened.

     

    (h)           None
of Merger Sub or the Subject Entities (i) has been a member of a group that
files a single, consolidated U.S. federal income Tax Return or (ii) has any
material liability for the Taxes of any Person (other than the Subject Entities)
under Treasury Regulations Section 1.1502-6 (or any similar provision of state,
local or foreign Law) as a transferee or successor, by contract, or
otherwise.

     

    (i)           Each
of Merger Sub and the Subject Entities has, at all times since its inception,
been treated as a partnership or as an entity disregarded as separate from its
owner for U.S. federal income tax purposes.

     

    (j)           None
of the Merger Sub or the Subject Entities is a party to or bound by any Tax
allocation or sharing agreement.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    (k)           None
of the Surviving Company or the Subject Entities will be required to include any
item of income in, or exclude, any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date as a
result of any:  (i) change in method of accounting for a taxable
period ending on or prior to the Closing Date; (ii) “closing agreement” as
described in Code Sec 7121 (or any correspondence or similar provision of state,
local or foreign income tax law) executed on or prior to the Closing Date; (iii)
intercompany transaction or excess loss account described in Treasury
Regulations under Code Sec 1502 (or any corresponding or similar provisions of
state and local or foreign income tax law); (iv) installment sale or open
transaction disposition made on or prior to the Closing Date; or (v) prepaid
amount received on or prior to the Closing Date.

     

    4.9           Environmental
Matters.  Except as set forth on Schedule 4.9, (i) the
Subject Entities, the Appalachian Business, the Appalachian Assets and the
operations of the APL Parties relating thereto are in compliance with applicable
Environmental Laws in all material respects; (ii) no circumstances exist with
respect to the Subject Entities, the Appalachian Business, the Appalachian
Business or the operations of the APL Parties relating thereto that give rise to
an obligation by the Subject Entities or any APL Party to investigate, remediate
or otherwise clean up, on-site or offsite, Hazardous Materials under any
applicable Environmental Laws; (iii) none of the Subject Entities, the
Appalachian Business, the Appalachian Assets nor the operations of the APL
Parties relating thereto are subject to any pending or, to APL Parties’
Knowledge, threatened, claim, action, suit, investigation, inquiry or proceeding
under any Environmental Law (including designation as a potentially responsible
party under CERCLA or any similar local or state law); (iv) all Permits, if any,
required to be obtained or filed by the Subject Entities or, with respect to the
Appalachian Business or the Appalachian Assets, by the APL Parties under any
Environmental Law in connection with the Appalachian Business, the Appalachian
Assets or the APL Parties’ operations relating thereto have been duly obtained
or filed and are valid and currently in effect and will be legally usable by the
Subject Entities at the time of the Closing; (v) there has been no reportable
release of any Hazardous Material into the environment by the Appalachian
Business, the Appalachian Assets or the APL Parties’ operations relating
thereto, except in compliance with applicable Environmental Law; and (vi) there
has been no unlawful exposure of any person or property to any Hazardous
Material in connection with the Appalachian Business, the Appalachian Assets or
the APL Parties’ operations relating thereto.

     

    4.10           Sufficiency and Condition of
Assets; Conduct of Appalachian Business.

     

    (a)           Except
as set forth on Schedule 4.10, the
Appalachian Assets constitute all of the material assets and properties
reasonably necessary to conduct the Appalachian Business in the same manner as
currently conducted.  The Appalachian Assets that constitute fixtures
or tangible personal property have been constructed and maintained in accordance
with standard industry practice.

     

    (b)           Since
their respective dates of formation, none of the Subject Entities have conducted
or engaged in any business other than the Appalachian Business.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    4.11           Permits.

     

    (a)           Except
as set forth on Schedule 6.10, as of
the date of this Agreement, the Subject Entities validly hold all of the Permits
necessary or required to own the Appalachian Assets and to operate the
Appalachian Business in the locations and in the manner currently owned and
operated, and all of such Permits are in full force and effect and are set forth
on Schedule
4.11(a) (the “Required
Permits”), which schedule shall specify the member of the Appalachian
Group that holds each such Permit.  The Subject Entities have complied
with all terms and conditions of the Required Permits.  Except as set
forth on Schedule
4.11(a), the Required Permits will not be subject to suspension,
modification, revocation or non-renewal as a result of the execution and
delivery of this Agreement and the Transaction Documents or the consummation of
the transactions contemplated hereby or thereby.

     

    (b)           No
member of the Appalachian Group has received any written notification concerning
violations with respect to any of the Required Permits.  No proceeding
is pending or, to APL Parties’ Knowledge, threatened with respect to any alleged
failure by any member of the Appalachian Group to have any Permit necessary or
required to own the Appalachian Assets and to operate the Appalachian Business
in the locations and in the manner currently owned and operated or to be in
compliance with a Required Permit.

     

    4.12           Contracts.

     

    (a)           Schedule 4.12(a)
contains a true and complete listing of the following Contracts relating to the
Appalachian Assets or the Appalachian Business (in each case, excluding the ATN
Assets), to which APL or any member of the Appalachian Group is a party or, with
respect to the ATN Assets, to which ATN or any of its subsidiaries is a party
(each such Contract being referred to herein as a “Material Contract”); provided, however, that “Material
Contracts” shall also include the following Contracts to which any Affiliate of
APL is a party that are reasonably necessary to the conduct of the Appalachian
Business:

     

    (i)           each
Contract (or group of related Contracts with the same Person) for the
transportation, gathering, treating, processing, purchase, sale, marketing,
supply or hedging of natural gas or other hydrocarbons that individually
involves aggregate annual revenues or payments in excess of
$100,000;

     

    (ii)           each
Contract concerning a Derivative Transaction;

     

    (iii)           each
Contract (or group of related Contracts with the same Person) for the lease,
sublease or other use of or right to real property to or from any Person that
individually involves aggregate annual payments in excess of
$50,000;

     

    (iv)           each
Contract (or group of related Contracts with the same Person) for the lease,
sublease or other use of personal property to or from any Person that provides
for annual payments in excess of $50,000;

     

    (v)           any
Contract concerning a partnership or joint venture;


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    (vi)          any
Contract (or group of related agreements with the same Person) with respect to
the creation, incurrence, assumption, or guaranteeing of any indebtedness for
borrowed money, or any capitalized lease obligation;

     

    (vii)         any
Contract imposing confidentiality or noncompetition obligations;

     

    (viii)        any
Contract between Affiliates;

     

    (ix)          any
collective bargaining agreement;

     

    (x)           any
Contract under which the consequences of a default or termination would
reasonably be expected to have an APL Material Adverse Effect;

     

    (xi)          any
Contract related in any way to control, integration, collection or transmission
of data related to SCADA, measurement and field offices, including agreements
with network, voice, date and SCADA providers;

     

    (xii)         any
Contract related in any way to benefits, compensation, severance or equity
awards with respect to any Subject Employee or employee, officer or director of
any of the Subject Entities or Merger Sub; and

     

    (xiii)        any
other Contract (or group of related Contracts with the same Person) not
otherwise enumerated in this Section ‎4.12, the performance
of which involves consideration in excess of $150,000.

     

    (b)           The
APL Parties have made available to the WFSG Parties a correct and complete copy
of each written agreement listed in Schedule
4.12(a).

     

    (c)           With
respect to each member of the Appalachian Group that is party thereto or, if
applicable with respect to the ATN Assets, ATN or any of its subsidiaries that
is party thereto:  (A) each Material Contract is in full force and
effect and is valid, binding and enforceable against such party and, to the APL
Parties’ Knowledge, the other party to such Material Contract, in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar Laws now or hereinafter
in effect relating to creditors’ rights generally, general equity principles
(whether considered in a proceeding in equity or at Law) and consideration of
public policy; (B) such party to each Material Contract is not in breach or
default, and no event has occurred which with notice or lapse of time would
constitute a breach or default by any such party, or permit termination,
modification, or acceleration, under the Material Contract, except for such
nonperformance as would not adversely affect the Appalachian Assets or the
Appalachian Business in a material manner; (C) to the APL Parties’ Knowledge, no
other party to any Material Contract is in breach or default, and no event has
occurred which with notice or lapse of time would constitute a breach or default
by such other party, or permit termination, modification or acceleration under
any Material Contract other than in accordance with its terms nor has any other
party repudiated any provision of the Material Contract; and (D) except as set
forth on Schedule
4.12(c), each Material Contract will continue to be valid, binding,
enforceable, and in full force and effect on identical terms following the
consummation of the transactions contemplated by this Agreement, and the
Transaction Documents (including, in the case of those Material Contracts to
which none of the Subject Entities is a party, upon the transfer or assignment
of such Material Contract to any of the Subject Entities if such Material
Contract is to be transferred or assigned pursuant to Section ‎6.10).


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    (d)           Nothing
in this Section
‎4.12 shall be deemed
to be a representation or warranty with respect to any Easement, which matters
are addressed only in Section ‎4.6.

     

    4.13           Litigation; Compliance with
Law.  Except as set forth on Schedule ‎4.13:

     

    (a)           There
is no Proceeding pending or, to the APL Parties’ Knowledge, threatened (i)
against or affecting any of the Subject Entities, the Appalachian Assets, the
Appalachian Business or any of the operations of the APL Parties’ related
thereto or (ii) that (A) questions or involves the validity or enforceability of
any obligations of APL or any of its Affiliates under this Agreement or any of
the Transaction Documents to which any such entity is a party or (B) seeks (or
reasonably might be expected to seek) (x) to prevent or delay the consummation
by the APL or any of its Affiliates of the transactions contemplated by this
Agreement or any of the Transaction Documents to which APL or any of its
Affiliates is  party or (y) Liabilities in connection with any such
consummation.

     

    (b)           There
are no judgments, orders, decrees or injunctions of any Governmental Authority,
whether at law or in equity, against or affecting any of the Subject Entities,
the Appalachian Assets, the Appalachian Business or any of the operations of the
APL or any of its Affiliates related thereto.

     

    (c)           None
of the Subjects Entities nor, in connection with operations relating to the
Appalachian Assets or the Appalachian Business, any of the APL or any of its
Affiliates is in violation of or in default under any applicable Law, except for
such violations or defaults as would not adversely affect the Appalachian Assets
or the Appalachian Business in a material manner.  None of the Subject
Entities nor,  in connection with operations relating to the
Appalachian Assets or the Appalachian Business, the APL Parties, nor to the APL
Parties’ Knowledge any of APL’s Affiliates, have received any written
communication from any Governmental Authority or any other Person that alleges
that any of the Subject Entities or the Appalachian Assets or the Appalachian
Business, as the case may be, may not be in compliance with, or may be subject
to liability under, applicable Law.  There are no investigations,
proceedings, or reviews pending or, to the APL Parties’ Knowledge, threatened by
any Governmental Authority or other Person relating to any alleged violation of
applicable Law by any of the Subject Entities or arising out of or related to
the Appalachian Assets or the Appalachian Business.

     

    (d)           Nothing
in this Section
‎4.13 shall be deemed
to be a representation or warranty with respect to (i) any Environmental Law,
which matters are addressed only in Section ‎4.9 of this
Agreement, or (ii) compliance with either the Natural Gas Act or the Natural Gas
Policy Act, which matters are addressed only in Section ‎4.19 of this
Agreement.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    4.14           Employees and Employee
Benefits.

     

    (a)           None
of the Subject Entities has (nor will Merger Sub have) any current or former
employees and has never sponsored or maintained any “employee benefit plan,” as
defined in Section 3(3) of ERISA, employment, severance or similar contract,
plan arrangement or policy and any other plan or arrangement (written or oral)
providing for compensation, bonuses, profit-sharing, stock option or other
stock-related rights or other forms of incentive or deferred compensation,
vacation benefits, insurance (including any self-insured arrangements), health
or medical benefits, employee assistance program, disability or sick leave
benefits, workers’ compensation, supplemental unemployment benefits, severance
benefits and post-employment or retirement benefits (including compensation,
pension, health, medical or life insurance benefits) (collectively, “Employee Plans”).

     

    (b)           Schedule 4.14(b) sets
forth the names and titles of the active employees of APL or any of its
Affiliates who spend twenty-five percent (25%) or more, but less than all or
substantially all, of their business time engaged in, or in activities primarily
related to, the operation of the Subject Entities, the Appalachian Assets and/or
the Appalachian Business.

     

    (c)           Schedule 4.14(c) sets
forth the names, titles, annual salaries, other compensation and date of hire of
the active employees of APL or any of its Affiliates who spend all or
substantially all of their business time engaged in, or in activities primarily
related to, the operation of the Subject Entities, the Appalachian Assets and/or
the Appalachian Business (the “Subject
Employees”).  None of the Subject Employees is obligated under
any Contract with APL or any of its Affiliates, nor to the APL Parties’
Knowledge, subject to any judgment, decree or order of any court or
administrative agency, that would prevent such Subject Employee from performing
services for WFSG or any of its Affiliates or Newco, the Subject Entities or
Merger Sub.  Neither APL nor any of its Affiliates has received notice
from any Subject Employee or group of Subject Employees, that such person or
group intends to terminate their employment.  Except as set forth on
Schedule
4.14(c), there are no Contracts covering any Subject Employee with
“change of control,” severance or similar provisions that would be triggered as
a result of the consummation of any of the transactions contemplated by this
Agreement or the Transaction Documents.

     

    (d)           None
of the Subject Employees is covered by any collective bargaining agreement and,
to the APL Parties’ Knowledge, there are not any union organizing efforts
underway with respect to any such employees.

     

    (e)           Schedule 4.14(e) sets
forth a true and complete list of each material Employee Plan applicable to the
Subject Employees. The APL Parties have provided a summary of the material terms
of each such Employee Plan to WFSG.

     

    (f)           As
a result of this Agreement and/or the consummation of transactions contemplated
hereby, none of Newco, WFSG or any WFSG Affiliate shall have any liability,
before or after Closing, with respect to any Employee Plan, multiemployer plan
(as defined under Section 4001(a)(3) of ERISA), pension plan (as defined under
Section 3(2) of ERISA) or any other program, plan, policy and/or arrangement
sponsored, maintained or contributed to by APL or any of its Affiliates,
including but not limited to any liabilities for pension, retirement, retiree
medical, any post retirement benefits,  termination, severance
benefits, COBRA, health, medical, dental, disability and workers’ compensation
benefits, life insurance, accrued unpaid bonus, any retention awards, accrued
vacation and sick pay, stock-based, equity, option and other incentive
compensation.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    (g)          This
Section ‎4.14 is expressly not
intended to provide any Subject Employees or any current or former employee of
APL or any of its Affiliates a separate cause of action against Newco, WFSG or
its Affiliates, and the duties and obligations of parties in this Agreement to
each other are intended to be enforceable only among them, and do not grant any
benefits, duties or obligations to any third party, including but not limited to
the Subject Employees or any current or former employees of APL or any of its
Affiliates.

     

    (h)          There
is no claim, action, suit, investigation, audit or proceeding pending against or
involving or, to the APL Parties’ Knowledge, threatened against or involving,
APL or any of its Affiliates alleging violation of any state or federal
employment laws, including, without limitation, claims, actions, suits,
investigations, audits or proceedings alleging employment discrimination,
harassment, wrongful discharge, wage and hour violations, or any other unfair
employment practices under state or federal law.

     

    (i)           APL
and its Affiliates shall retain, and shall pay and discharge, all liabilities
related to or arising from allegations of unfair employment practices asserted
by any person or entity arising from incidents occurring prior to Closing,
including, without limitation, liability arising from claims, actions, suits,
investigations, audits or proceedings alleging employment discrimination,
harassment, wrongful discharge, wage and hour violations, or any other unfair
employment practices under state or federal law.

     

    4.15       Insurance.  Schedule 4.15 sets
forth all insurance policies of APL or any of its Affiliates that provides
coverage with respect to the Subject Entities, the Appalachian Assets or the
Appalachian Business  (including amounts and types of coverage) (the
“Insurance
Policies”).  All premiums due and payable under the Insurance
Policies have been paid, and to the APL Parties’ Knowledge, the policyholder is
otherwise in compliance with the terms of such policies.  All of the
Insurance Policies are in full force and effect.  There is no claim
pending under any of the Insurance Policies as to which coverage with respect to
the policyholder or insured party has been denied or disputed by the
underwriters or issuers of such Insurance Policies.  No such
policyholder has received any written notice of cancellation of any of the
Insurance Policies, that any Insurance Policy will not be renewed or that any
underwriter or issuer of any of the Insurance Policies is unable or unwilling to
perform its obligations thereunder.

     

    4.16       Intellectual
Property.  Except for the Atlas Marks or as otherwise set forth
on Schedule
4.16, none of the Subject Entities or, in connection with the operations
relating to the Appalachian Assets or the Appalachian Business, neither APL nor
any of its Affiliates own any Intellectual Property or possesses any material
licenses or other rights to use any Intellectual Property reasonably necessary
to conduct the Appalachian Business (other than customary software licenses
relating to “off-the-shelf” software used in the Appalachian
Business).  To the APL Parties’ Knowledge,  the use of the
Appalachian Assets and the conduct of the Appalachian Business, as currently
conducted, does not materially conflict with any patents, patent rights,
licenses, trademarks, trademark rights, trade names, trade name rights or
copyrights of any third parties.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    4.17       Bonds; Financial
Requirements.  Except as reflected on Schedule 4.17, there
are currently no effective surety bonds, deposits or financial assurance
requirements required to be submitted to Governmental Authorities or any other
Person by the Subject Entities or relating to the Appalachian Assets or the
Appalachian Business.

     

    4.18       Books and Records;
Accounts.

     

    (a)           To
the APL Parties’ Knowledge, the minute books of each of the Subject Entities
contain true and correct copies of all actions taken at all meetings of the
boards of directors, managers or members, as the case may be, of each of the
Subject Entities, as applicable, and all written consents executed in lieu of
such meetings, in each case within the past five years, except with respect to
APL McKean, for which this representation is made with respect to such materials
since APL McKean’s formation.  Complete copies of such minute books
have been made available to representatives of the WFSG Parties.

     

    (b)           All
of the material contract, land, title, engineering, environmental, operating,
accounting, business, marketing and other data, files, databases, documents,
instruments, notes, papers, correspondence, schedules, ledgers, journals,
reports, abstracts, deeds, surveys, maps and similar information, books
(including minute books), records and studies that related to the Subject
Entities, the Appalachian Assets or the Appalachian Business or which are used,
useful or held for use in connection with the ownership, use, operation or
maintenance of the Appalachian Assets or the Appalachian Business (collectively,
the “Records”) are, or
will be at Closing, in the possession of the Subject Entities.

     

    (c)           Schedule 4.18(c)
lists all bank, money market, savings and similar accounts and safe deposit
boxes of each of the Subject Entities, specifying account numbers and the
authorized signatories or Persons having access to such accounts or safe deposit
boxes.

     

    4.19       Regulation.  To
APL Parties’ Knowledge, neither APL nor any of its Affiliates has received any
communication from any Governmental Authority indicating, suggesting or implying
that any of the Subject Entities, the Appalachian Assets nor the Appalachian
Business is subject to regulation under the Natural Gas Act or the Natural Gas
Policy Act.

     

    4.20       Solvency.  Each
of the APL Parties is, and immediately after giving effect to the transactions
contemplated by this Agreement and the Transaction Documents will be,
Solvent.  For purposes of this Section ‎4.20 and Section ‎5.11, “Solvent” means, with respect
to the a Person on any date of determination, that on such date (a) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities of such
Person that would constitute liabilities under GAAP, (b) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay its debts as they become absolute and matured, taking
into account the possibility of refinancing such obligations and selling assets,
(c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts as they
mature taking into account the possibility of refinancing such obligations and
selling assets and (d) such Person is not engaged in business or a transaction,
and does not intend to engage in business or a transaction, for which such
Person’s property remaining after such transaction would constitute unreasonably
small capital.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    4.21       Brokerage
Arrangements.  Except as set forth on Schedule 4.21, none
of the APL Parties has entered (directly or indirectly) into any Contract with
any Person that would require the payment of a commission, brokerage or
“finder’s fee” or other fee in connection with this Agreement, the Transaction
Documents or the transactions contemplated hereby or thereby.  The APL
Parties or, with respect to the ATN Assets, ATN, as the case may be, are solely
responsible for the payment of any such commission, brokerage or “finder’s fee”
or other fee to any Person listed on Schedule
4.21.  The fee to be paid by the APL Parties in connection with
the opinion required to be delivered pursuant to Sections ‎7.1(f) and ‎7.2(f) is a fixed
amount and is not contingent on the Closing of the transactions contemplated by
this Agreement or variable based on the value of consideration received by the
APL Parties or otherwise.

     

    4.22       Liabilities Associated with
Natural Gas Contracts.  There have been no misallocations,
calculation errors, measurement problems or similar events relating to the
performance by any member of the Appalachian Group under any of the natural gas
gathering, processing or treating Contracts to which any such members are
parties that would give rise to a correcting adjustment under any such Contracts
that would reasonably be expected, in the aggregate, to result in a liability to
any of the Subject Entities, the Surviving Company or Newco at the Closing in an
amount in excess of $25,000.

     

    4.23       Unaudited  Statement
of Assets and Liabilities; No Undisclosed Liabilities.

     

    (a)           Attached
as Schedule
4.23(a) is an unaudited combined statement of assets acquired and
liabilities assumed as of December 31, 2008 for the Subject Entities (the “Unaudited Statement of Assets and
Liabilities”).  The accounts reflected on such Unaudited
Statement of Assets and Liabilities are in accordance with GAAP and such
Unaudited Statement of Assets and Liabilities presents fairly the consolidated
assets and liabilities of the Subject Entities as of such date.

     

    (b)           None
of the Subject Entities has any outstanding indebtedness or other Liability,
absolute or contingent, which is of a nature required to be reflected in
Unaudited Statement of Assets and Liabilities, other than (i) liabilities
disclosed on such Unaudited Statement of Assets and Liabilities or (ii)
liabilities (excluding Excluded Liabilities and those liabilities with a related
asset of a similar value) that do not exceed in the aggregate
$1,000,000.

     

    4.24       Investment
Intent.  The APL Parties have substantial experience in
analyzing and investing in entities such as Newco and are capable of evaluating
the merits and risks of their investment in Newco.  APL Sub will
acquire the Subject Interest solely for the purpose of investment and not with a
view to, or for offer or sale in connection with, any distribution thereof in
violation of the Securities Act or state securities laws.  The APL
Parties acknowledge that the Subject Interest will not be registered under the
Securities Act or any applicable state securities law, and that the Subject
Interest may not be transferred or sold except pursuant to the registration
provisions of the Securities Act or pursuant to an applicable exemption
therefrom and pursuant to state securities laws and regulations as
applicable.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    4.25        Disclosure.  To
the APL Parties’ Knowledge, the representations and warranties of the APL
Parties contained in this Agreement and the related Schedules, taken as whole,
do not contain any untrue statement or omit to state a material fact necessary
to prevent the statements made herein and therein, in light of the circumstances
in which such statements were made, from being materially
misleading.

     

    4.26        Disclaimer.

     

    (a)           EXCEPT
AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT OR CONFIRMED IN THE APL CLOSING CERTIFICATE (i) THE APL PARTIES MAKE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) THE APL
PARTIES EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY
REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY
OR IN WRITING) TO THE WFSG PARTIES OR ANY OF THEIR AFFILIATES, EMPLOYEES,
AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY
OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO WFSG
BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR
OF THE APL PARTIES OR ANY OF THEIR AFFILIATES).

     

    (b)           EXCEPT
AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT OR CONFIRMED IN THE APL CLOSING CERTIFICATE, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE APL PARTIES EXPRESSLY DISCLAIM ANY
REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE
CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES,
CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES; (ii) ANY ESTIMATES OF THE VALUE
OF THE APPALACHIAN ASSETS OR FUTURE REVENUES GENERATED BY THE APPALACHIAN ASSETS
OR THE APPALACHIAN BUSINESS; (iii) THE TRANSPORTATION, PROCESSING OR GATHERING
OF HYDROCARBONS FROM THE APPALACHIAN ASSETS; (iv) THE CONDITION, QUALITY,
SUITABILITY OR DESIGN OF THE APPALACHIAN ASSETS OR (v) ANY OTHER MATERIALS OR
INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE WFSG
PARTIES OR THEIR AFFILIATES, OR THEIR EMPLOYEES, AGENTS, CONSULTANTS,
REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER
DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF
MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A
PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY
EQUIPMENT.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF THE WFSG PARTIES

     

    Except as
set forth in the Schedules delivered to the APL Parties by the WFSG Parties, the
WFSG Parties represent and warrant to the APL Parties as follows:

     

    5.1         Organization

     

    (a)           WFSG
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware.  WFSG Sub is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite limited liability
company power and authority to own, operate and lease its properties and assets
and to carry on its business.

     

    (b)           Newco
will be formed on the Closing Date immediately prior to Closing solely for the
purpose of engaging in the transactions contemplated by this Agreement and the
Transaction Documents.  Prior to the Closing, Newco will have engaged
in no other business activities and will have incurred no liabilities or
obligations other than as contemplated herein or in the Transaction
Documents.  Upon such formation, Newco will be a limited liability
company duly organized, validly existing and in good standing under the Laws of
the State of Delaware and will have all requisite limited liability company
power and authority to own, operate and lease its properties and assets and to
carry on its business, including ownership of the assets of the Subject Entities
and the conduct of their respective businesses.

     

    5.2         Capitalization.

     

    (a)           WFSG
is the sole owner of all of the outstanding limited liability company interests
of WFSG Sub and all of such limited liability company interests have been duly
authorized and validly issued in accordance with applicable Laws and the
Governing Documents of WFSG Sub.  Other than such limited liability
company interests owned by WFSG, there are no other outstanding equity interests
in WFSG Sub.

     

    (b)           Upon
its formation on the Closing Date, Newco will issue 100% of its outstanding
limited liability company membership interests to WFSG Sub; such limited
liability company membership interests will have been duly authorized and
validly issued in accordance with applicable Laws and the Initial Newco LLC
Agreement; and other than such limited liability company membership interests
owned by WFSG Sub, there will be no other outstanding equity interests in
Newco.

     

    (c)           Upon
its formation on the Closing Date, Newco will not have any subsidiaries, nor
will it own any equity interests in or indebtedness of any Person.

     

    5.3         Title to Equity
Interests.

     

    (a)           Upon
the formation of Newco on the Closing Date, WFSG Sub will have good and valid
record and beneficial title to 100% of the outstanding limited liability company
membership interests in Newco, free and clear of any Liens, except for Permitted
Liens.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    (b)           Except
for this Agreement, upon the formation of Newco on the Closing Date, there will
be no outstanding (i) options, warrants, subscriptions, put or call rights,
preemptive rights or other rights to subscribe for or purchase, or any
agreements, arrangements or commitments that would obligate Newco to offer,
issue, sell, redeem, repurchase, transfer, pledge or encumber any equity
interest in Newco, (ii) securities or obligations that are convertible into or
exercisable or exchangeable for any equity interest in Newco, (iii) bonds,
debentures or other evidence of indebtedness of Newco and (iv) voting trusts,
proxies or other agreement or understanding with respect to the voting,
registration or disposition of any equity interest in Newco.

     

    (c)           Upon
issuance by Newco to APL Sub, the Subject Interests will have been duly
authorized and validly issued in accordance with applicable Laws and the LLC
Agreement, and be free and clear of all Liens, other than Permitted
Liens.

     

    5.4         Authority and Approval;
Enforceability.

     

    (a)           Each
of the WFSG Parties has full limited liability company power and authority to
execute and deliver this Agreement and the Transaction Documents to which it is
a party and to consummate the transactions contemplated hereby and thereby and
to perform all of the terms and conditions hereof and thereof to be performed by
it.  The execution and delivery by each of the WFSG Parties of this
Agreement and the Transaction Documents to which it is a party, the consummation
of the transactions contemplated hereby and thereby and the performance of all
of the terms and conditions hereof and thereof to be performed by such WFSG
Party have been duly authorized and approved by all requisite limited liability
company action on the part of such WFSG Party.  This Agreement and
each of the Transaction Documents to which any of the WFSG Parties is a party
have been, or when executed will be, duly executed and delivered by such WFSG
Party and constitute the valid and legally binding obligation of such WFSG
Party, enforceable against such WFSG Party in accordance with their terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting the enforcement of creditors’ rights and remedies generally and by
general principles of equity (whether applied in a proceeding at law or in
equity).

     

    (b)           Upon
its formation on the Closing Date, Newco will have full limited liability
company power and authority to execute and deliver each Transaction Document to
which it is a party, to consummate the transactions contemplated thereby and to
perform all of the terms and conditions thereof to be performed by
it.  The execution and delivery by Newco of each of the Transaction
Documents to which it is a party, the consummation of the transactions
contemplated thereby and the performance of all of the terms and conditions
thereof to be performed by it will have been duly authorized and approved by all
requisite limited liability company action on the part of Newco.  When
executed and delivered by Newco, each Transaction Agreement to which it is a
party will constitute a valid and legally binding obligation of Newco
enforceable against Newco in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the
enforcement of creditors’ rights and remedies generally and by general
principles of equity (whether applied in a proceeding at law or in
equity).


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    5.5         No Conflict;
Consents.

     

    (a)           This
Agreement and the execution, delivery and performance hereof by each of the WFSG
Parties does not, and the fulfillment and compliance with the terms and
conditions hereof and the consummation of the transactions contemplated hereby
will not, (i) violate, conflict with any of, result in any breach of, or require
the consent of any Person under, the terms, conditions or provisions of the
charter documents or equivalent governing instruments of either of the WFSG
Parties; (ii) conflict with or violate any provision of any law or
administrative rule or regulation or any judicial, administrative or arbitration
order, award, judgment, writ, injunction or decree applicable to the WFSG
Parties or any of their subsidiaries; (iii) conflict with, result in a breach
of, constitute a default under (whether with notice or the lapse of time or
both), or accelerate or permit the acceleration of the performance required by,
or require any consent, authorization or approval under, any Contract or other
instrument to which any of the WFSG Parties or any of their subsidiaries is a
party or by which any of them is bound or to which any of their property is
subject, except in the case of clauses (ii) or (iii), for those
items which individually or in the aggregate would not reasonably be expected to
have a WFSG Material Adverse Effect; and

     

    (b)           no
consent, approval, license, permit, order or authorization of any Governmental
Authority or other Person is required to be obtained or made by or with respect
to the WFSG Parties or any of their subsidiaries in connection with the
execution, delivery, and performance of this Agreement and the Transaction
Documents to which it is party or the consummation of the transactions
contemplated hereby and thereby, except (i) as have been waived or obtained or
with respect to which the time for asserting such right has expired or (ii)
pursuant to the applicable requirements of the HSR Act.

     

    5.6         Taxes.

     

    (a)           (i)
Each of the WFSG Parties has filed or caused to be filed all Tax Returns
required to be filed by or with respect to Newco on a timely basis (taking into
account all extensions of due dates) and has timely paid or caused to be paid in
full all Taxes due and payable; (ii) all such Tax Returns are true, correct and
complete in all material respects; and (iii) there are no Liens for Taxes (other
than Taxes not yet due and payable) upon any of the assets of
Newco.

     

    (b)           Newco
(i) has not been a member of a group that files a single, consolidated U.S.
federal income Tax Return nor (ii) has any material liability for the Taxes of
any Person (other than the Subject Entities) under Treasury Regulations Section
1.1502-6 (or any similar provision of state, local or foreign Law) as a
transferee or successor, by contract, or otherwise.

     

    (c)           Newco
has, at all times since its inception, been treated as a partnership or as an
entity disregarded as separate from its owner for U.S. federal income tax
purposes.

     

    5.7         Financing.  WFSG
has, or will have at Closing, sufficient cash, available lines of credit or
other sources of immediately available funds to enable WFSG Sub to capitalize
Newco in accordance with Section ‎2.3, and Newco have,
or will have to Closing, sufficient cash, to enable Newco to pay the Cash
Purchase Price.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    5.8           Brokerage
Arrangements.  Except as set forth on Schedule 5.8, WFSG
has not entered (directly or indirectly) into any Contract with any Person that
would require the payment of a commission, brokerage or “finder’s fee” or other
fee in connection with this Agreement, the Transaction Documents or the
transactions contemplated hereby or thereby.  WFSG is solely
responsible for the payment of any such commission, brokerage or “finder’s fee”
or other fee to any Person listed on Schedule
5.8.

     

    5.9           Litigation.  There
is no Proceeding pending or, to the WFSG Parties’ Knowledge, threatened that (a)
questions or involves the validity or enforceability of any of the WFSG Parties’
obligations under this Agreement or any of the Transaction Documents to which
they are a party or (b) seeks (or reasonably might be expected to seek) (i) to
prevent or delay the consummation by the WFSG Parties of the transactions
contemplated by this Agreement or any of the Transaction Documents to which any
WFSG Party is a party or (ii) to impose Liabilities in connection with the
consummation of the transactions contemplated by this Agreement or any of the
Transaction Documents.

     

    5.10           Investment
Intent.  The WFSG Parties have substantial experience in
analyzing and investing in entities such as the Surviving Company and the
Subject Entities and is capable of evaluating the merits and risks of its
investment in the Surviving Company.  Newco will acquire the Exchanged
Interests solely for the purpose of investment and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act or state securities laws.  The WFSG Parties acknowledge
that the Exchanged Interests will not be registered under the Securities Act or
any applicable state securities law, and that the Exchanged  Interests
may not be transferred or sold except pursuant to the registration provisions of
the Securities Act or pursuant to an applicable exemption therefrom and pursuant
to state securities laws and regulations as applicable.

     

    5.11           Solvency.  Each
of the WFSG Parties is, and immediately after giving effect to the transactions
contemplated by this Agreement and the Transaction Documents, each of the WFSG
Parties will be, Solvent.

     

    5.12           Independent
Investigation.  The WFSG Parties have conducted their own
independent investigation, review and analysis of the Appalachian Assets, the
Appalachian Business and the Subject Entities, which investigation, review and
analysis was done by the WFSG Parties and, to the extent the WFSG Parties deemed
necessary or appropriate, by their representatives.

     

    5.13           Employment.  Upon
its formation on the Closing Date, Newco will not have any current or former
employees and will not have sponsored or maintained any Employee
Plans.

     

    ARTICLE
6

    ADDITIONAL
AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS

     

    6.1           Operation of the Appalachian
Assets and Appalachian Business.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    (a)           Except
as provided in this Agreement (including the transactions described in ‎Article 2 or required
under Section
‎6.13) or the
Transaction Documents or as consented to by the WFSG Parties, during the period
from the date of this Agreement through the Closing Date, the APL Parties shall,
and shall cause the Subject Entities to:

     

    (i)           conduct
the Appalachian Business, or cause it to be conducted, in the usual and ordinary
course of business;

     

    (ii)           preserve,
maintain and protect the Appalachian Assets in customary repair, order and
condition; and

     

    (iii)      
   communicate regularly with the WFSG Parties and keep the WFSG
Parties closely advised of any material developments relating to the Subject
Entities, the Appalachian Business or the Appalachian Assets.

     

    (b)           Except
as set forth on Schedule 6.1(b), as
provided in this Agreement (including the transactions described in ‎Article 2 or required
under Section
‎6.13) or the
Transaction Documents or as consented to by the WFSG Parties, during the period
from the date of this Agreement through the Closing Date, APL shall not permit
Merger Sub or any of the Subject Entities to, nor shall any of the APL Parties
or any of their Affiliates (other than the Subject Entities), to the extent such
action would adversely affect the Appalachian Assets or the Appalachian Business
in a material manner:

     

    (i)           amend
its organizational documents;

     

    (ii)           liquidate,
dissolve, recapitalize or otherwise wind up its business;

     

    (iii)           (A)
issue any limited liability company membership interest or other equity
security, or effect any change in its capitalization as it exists on the date of
this Agreement, (B)  redeem, purchase or otherwise acquire any of its
limited liability company interests or other equity securities or (C) grant,
confer or award any option, warrant, conversion right or other right to acquire
or otherwise with respect to any limited liability company membership interest
or other equity security, or grant or issue any restricted
securities;

     

    (iv)         declare,
set aside or pay any dividend or make any other distribution or payment with
respect to any of its limited liability company interests or other equity
interests;

     

    (v)           incur,
assume or guarantee any indebtedness for borrowed money, issue any notes, bonds,
debentures or other debt securities or grant any option, warrant or right to
purchase any thereof or issue any securities convertible or exchangeable for
debt securities;

     

    (vi)         make
any material change in any method of accounting or accounting principles,
practices or policies, other than those required by GAAP or applicable
Law;


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    (vii)         make,
amend or revoke any material Tax election or Tax accounting method, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Subject Entities, surrender any right to claim a
refund of Taxes, consent to any extension or waiver of the limitation period
applicable to any Tax claim or assessment relating to the Subject Entities, or
take any other similar action relating to the filing of any Tax Return or the
payment of any Tax, if such election, adoption, change, amendment, agreement,
settlement, surrender, consent or other action would have the affect of
increasing the Tax liability of the Subject Entities for any period ending after
the Closing Date or decreasing any Tax attribute of the Subject Entities
existing on the Closing Date.

     

    (viii)     
  enter into any Material Contract, or terminate any Material Contract
or amend any Material Contract in any material respect;

     

    (ix)           purchase
or otherwise acquire (including by lease) any asset or business of, or any
equity interest in, any Person for consideration in excess of $500,000 to the
extent such asset, business or equity interest would be owned by any of the
Subject Entities, Surviving Company, or Newco following Closing;

     

    (x)           sell,
lease or otherwise dispose of any Appalachian Asset owned that individually has
a fair market value of in excess of $100,000 (other than sales and dispositions
to the extent such assets are replaced);

     

    (xi)          take
any action, refrain from taking any action, or enter into any agreement or
contract that would result in the imposition of any Lien (other than Permitted
Liens) on any of the Appalachian Assets;

     

    (xii)         file
any material lawsuit with respect to which any of the Subject Entities or
Surviving Company would be party or otherwise relating to the Appalachian Assets
or the Appalachian Business;

     

    (xiii)        cancel,
compromise, waive, release or settle any right, claim or lawsuit with respect to
which any of the Subject Entities or Merger Sub is a party or otherwise relating
to the Appalachian Assets or the Appalachian Business other than immaterial
rights and claims in the ordinary course of business;

     

    (xiv)        undertake
any capital project with respect to the Appalachian Assets or the Appalachian
Business in excess of $1,000,000 or make any expenditure outside the ordinary
course of business consistent with past practice in excess of such amount,
except as required by applicable Law or the terms of any Material Contract and
with prior written notice to WFSG;

     

    (xv)        permit
any Affiliate (including Atlas America and its Affiliates) to hire any new
employees or recall any former employees who, upon such hiring, would become
Subject Employees;


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    (xvi)        increase
any compensation or benefits, award or pay any bonuses, establish any bonus plan
or arrangement or enter into, amend or extend (or permit the extension of) any
employment or consulting agreement with respect to any of the Subject Employees,
or any officers, directors or employees of any of the Subject Entities or Merger
Sub, except in the ordinary course of business consistent with past practices or
as may be required by applicable Law;

     

    (xvii)    
   make any loan to any Person (other than extensions of credit
to customers in the ordinary course of business consistent with past
practice);

     

    (xviii)    
 materially delay payment of any account payable or other material
liability of any of the Subject Entities or Merger Sub or, to the extent
relating to (A) the Appalachian Assets (other than the ATN Assets) or the
Appalachian Business, of APL or any of its subsidiaries or (B) the ATN Assets,
of ATN or any of its subsidiaries, beyond its due date;

     

    (xix)        enter
into any transactions with Affiliates, except as contemplated by this
Agreement;

     

    (xx)         fail
to maintain in full force and effect the Insurance Policies;

     

    (xxi)        acquire,
commence or conduct any activity or business that may generate income for
federal income tax purposes that may not be “qualifying income” (as such term is
defined pursuant to Section 7704 of the Code), except to the extent such
activity or business is being conducted on the date of this
Agreement;

     

    (xxii)       take
any action that would reasonably be expected to result in any representation and
warranty of the APL Parties set forth in this Agreement becoming untrue in any
material respect; or

     

    (xxiii)      agree,
whether in writing or otherwise, to do any of the foregoing.

     

    6.2   
     Access to Records;
Confidentiality.

     

    (a)           Between
the date hereof and the Closing, the APL Parties shall, and shall cause their
Affiliates to, give the WFSG Parties and their authorized representatives
reasonable access, during regular business hours and upon reasonable advance
notice, to the financial, title, tax, corporate and legal materials and
operating data, records and information relating to the Subject Entities, the
Appalachian Assets, the Appalachian Business and the businesses and operations
of the APL Parties and their Affiliates related thereto, including the work
papers used or created by the APL Parties or their representatives in connection
with the preparation of the Audited Statement of Assets and Liabilities, and
shall furnish to the WFSG Parties such other information as they may reasonably
request; provided that,
with respect to any such data, records and information that is in electronic
form, the APL Parties shall use commercially reasonable efforts to make such
data, records and information (including the Records) available to the WFSG
Parties in formats that are acceptable to them; and, provided, further, that the
WFSG Parties shall not contact clients, customers, suppliers or lenders of the
APL Parties or their Affiliates without the prior consent of the APL Parties
(which consent shall not be unreasonably withheld or delayed).  The
WFSG Parties shall, and shall cause their representatives to, comply fully with
all rules, regulations, policies and instructions reasonably issued by the APL
Parties or their Affiliates and provided to the WFSG Parties regarding such
Person’s actions while upon, entering or leaving any property.  The
WFSG Parties shall not, and shall cause their representatives not to,
unreasonably interfere with the day-to-day operations of the businesses of the
APL Parties and their Affiliates in conducting any due diligence
activities.  The APL Parties shall have the right to have a
representative present at all times of any inspections, interviews, and
examinations conducted at or on the offices or other facilities or properties of
the APL Parties or their Affiliates.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    (b)           The
WFSG Parties shall hold in confidence all such information on the terms and
subject to the conditions contained in the Confidentiality Agreement, dated
October 23, 2008, by and among Atlas Holdings of Delaware LP, APL and Williams
Partners GP LLC, a Delaware limited liability company, as amended (the “Confidentiality
Agreement”).

     

    6.3    
    Regulatory Filings;
Consents.  The WFSG Parties and the APL Parties shall each use,
and shall cause their respective Affiliates to use, all commercially reasonable
efforts to obtain all necessary consents, waivers, authorizations and approvals
and to give all notices to and make all filings with, all Governmental
Authorities and other Persons that may be or become necessary for its execution
and delivery of, and the performance of its obligations under this Agreement and
the Transaction Documents to which it is a party and will cooperate fully with
the other Party in promptly seeking to obtain all such authorizations, consents,
orders, and approvals, giving such notices, and making such filings, including
any filings required under the HSR Act, with respect to the transactions
contemplated by this Agreement.  To the extent required by the HSR
Act, the WFSG Parties and the APL Parties shall each (i) file or cause to be
filed, as promptly as practicable but in no event later than the 10th Business
Day after the execution and delivery of this Agreement, with the Federal Trade
Commission and the United States Department of Justice, all reports and other
documents required to be filed by any such Party under the HSR Act concerning
the transactions contemplated hereby and (ii) promptly comply with or cause to
be complied with any requests by the Federal Trade Commission or the United
States Department of Justice for additional information concerning such
transactions, in each case so that the waiting period applicable to this
Agreement and the transactions contemplated hereby under the HSR Act shall
expire as soon as practicable after the execution and delivery of this
Agreement.  The WFSG Parties and the APL Parties each agree to
request, and to cooperate with the other Parties in requesting, early
termination of any applicable waiting period under the HSR Act.  The
costs of any filing fees required in connection with any HSR filing shall be
borne equally between WFSG and APL.  Notwithstanding the foregoing or
any other provision of this Agreement, nothing in this Agreement shall require
the WFSG Parties, the APL Parties or any of their respective Affiliates to enter
into or offer to enter into any divestiture, hold-separate, business limitation
or similar agreement or undertaking whether prior to or after the Closing Date,
or to commit or agree to any of the foregoing, to obtain any consents,
approvals, permits or authorizations.

     

    6.4     
   Further
Assurances.  Upon the request of any of the WFSG Parties or the
APL Parties at any time on or after the Closing Date, the other Parties shall,
or if requested shall cause its Affiliate to, promptly execute and deliver such
further instruments of assignment, transfer, conveyance, endorsement, direction
or authorization and other documents as the requesting Party or its counsel may
reasonably request in order in order to effectuate the purposes of this
Agreement or any of the Transaction Documents or to vest in any of the Subject
Entities all right, title and interest in and to the Appalachian Assets, free an
clear of all Liens (except Permitted Liens).


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    6.5         Publicity.  None
of the WFSG Parties nor the APL Parties shall issue any press release or similar
public announcement pertaining to this Agreement or the Transaction Documents
the transactions contemplated hereby or thereby without the prior consent of the
other Party (which consent shall not be unreasonably withheld, delayed or
conditioned), except as may be required by applicable Law or by obligations
pursuant to any listing agreement with any national securities exchange, as
reasonably determined by the Party issuing such press release or making such
public announcement, in which case such issuing or announcing party shall
provide contemporaneous notice of such press release or public announcement to
the other Party;
provided, in the case of any press release or public announcement to be
issued or made in connection with Closing, the Parties agree to reasonably
cooperate in advance of such issuance or announcement.

     

    6.6         Notice of Breach; Amendment
of Schedules.  The WFSG Parties and the APL Parties shall each
promptly give to the other Parties written notice with particularity upon having
Knowledge of any matter that would constitute a breach by such Party of any
representation, warranty, agreement or covenant of such Party contained in this
Agreement.  The WFSG Parties and the APL Parties each agree that, with
respect to the representations and warranties of such Party contained in this
Agreement, such Party shall have the continuing obligation until the Closing to
modify, supplement or amend promptly such Party’s Schedules with respect to any
matter hereafter arising or discovered which, if existing or known at the date
of this Agreement, would have been required to be set forth or described in such
Party’s Schedules.  For all purposes of this Agreement, including for
purposes of determining whether the conditions set forth in ‎Article 7 have been
fulfilled, a Party’s Schedules shall be deemed to include only that information
contained therein on the date of this Agreement and shall be deemed to exclude
all information contained in any modification, supplement or amendment thereto,
but if the Closing shall occur, then all matters disclosed pursuant to any such
modification, supplement or amendment at or prior to the Closing shall be waived
and no Party shall be entitled to make a claim thereon under the terms of this
Agreement.

     

    6.7         Preparation of Audited
Statement of Assets and Liabilities.  APL, at its sole cost and
expense, shall cause to be prepared and delivered to WFSG not fewer than seven
days prior to the Closing Date, a combined statement of assets acquired and
liabilities assumed as of December 31, 2008 for the Subject Entities (the “Audited Statement of Assets and
Liabilities”), which Audited Statement of Assets and Liabilities
(including notes thereto) (a) shall be prepared in accordance with GAAP and
present fairly the consolidated assets and liabilities of the Subject Entities
as of such date and (b) shall be audited by the independent registered public
accounting firm that audits APL’s financial statements.

     

    6.8         Intercompany
Accounts.  At Closing the balances with respect to all
intercompany accounts between Merger Sub and each of the Subject Entities, on
the one hand, and the APL Parties and their Affiliates (other than Newco, Merger
Sub and the Subject Entities), on the other hand, shall be as of the Closing
Date zeroed or otherwise extinguished (irrespective of the terms of payment or
balances of such intercompany accounts), with obligation on the part of any
party to make any payment with respect to any such intercompany
accounts.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    6.9  
      Certain Capital
Expenditures.  All of the growth capital expenditures relating
to the Appalachian Assets set forth on Schedule 6.9 shall
have been made by or on behalf of the Subject Entities.

     

    6.10  
    Transfer
of  Certain Required Permits and Material
Contracts.  Schedule 6.10 sets
forth all of the Required Permits that are not held by the Subject Entities and
all of the Material Contracts to which none of the Subject Entities is a
party.  Except as set forth on Schedule 6.10, the
APL Parties shall cause such Required Permits and such Material Contracts to be
transferred or assigned to one or more of the Subject Entities; provided, however, that each
of the Parties shall furnish to the other Party such necessary information and
provide such reasonable assistance as the other Parties may reasonably request
to complete any such transfer or assignment.  If any such Required
Permit or Material Contract that is scheduled to be transferred on Schedule 6.10 cannot
be so transferred or assigned by the Closing Date, the APL Parties will promptly
notify the WFSG Parties.  In such case, the APL Parties shall use
commercially reasonable efforts to obtain on behalf of the Subject Entities a
reasonably adequate replacement for any such Required Permit or Material
Contract that could not be transferred or assigned; provided, however, that the
APL Parties shall cooperate in good faith with the WFSG Parties in connection
therewith and allow the WFSG Parties to participate in such
efforts.  The cost of any filing fees or other costs and expenses
owing to any third parties or Governmental Authorities in connection with the
transfer or assignment of such Required Permits or Material Contracts or in
connection with obtaining replacements thereof unable to so transfer or assign
shall be borne by the APL Parties.  The WFSG Parties agree that the
condition in Section
‎7.1(j) shall not
apply to any such Required Permit or Material Contract that is not transferred
or assigned so long as the APL Parties comply with their obligation under this
Section ‎6.10; provided, however, that such
exception shall only apply with respect to the Required Permits or Material
Contracts listed on Schedule ‎6.10 as of the date
hereof and shall not apply to any modification, supplement or amendment to such
Required Permits or Material Contracts or any additional Required Permits or
Material Contracts included in any modification, supplement or amendment of such
schedule after the date hereof.

     

    6.11   
   Employee
Matters.

     

    (a)           Effective
as of the Closing, WFSG may, in its sole discretion without any obligation to do
so, offer, or cause an Affiliate to offer, employment to any of the Subject
Employees on terms and conditions of employment that would apply to similarly
situated employees of WFSG or such Affiliate that may choose to offer employment
to any of the Subject Employees; provided, however, that the
terms and conditions of each such offer of employment shall include, (i) an
annual salary or hourly wage rate that is not less than the annual salary or
hourly wage rate that the Subject Employee was receiving as of March 19, 2009
and, (ii) for two years following the Closing Date, severance benefits for any
Subject Employee who is involuntarily terminated from employment without cause
as determined under the terms of the severance plan or policy of Williams in
effect at the time of such termination of employment (or as if determined under
such severance plan or policy in effect at the time of such termination of
employment, if such employee is not eligible under such severance plan or
policy) and crediting years of service with the APL Parties (as determined from
the date of hire under Schedule 4.14(c) hereof) for purposes of determining such
severance benefits.  APL and its Affiliates shall not discourage any
Subject Employee to whom an offer of employment is made by WFSG or an Affiliate
thereof from accepting such offer.  For each Subject Employee who is
offered and accepts employment by WFSG or its Affiliate (the “Hired Employees”), except with
respect to long-term disability insurance coverage, WFSG shall, or shall cause
such Affiliate to, waive (or cause to be waived) any pre-existing condition
limitation and eligibility waiting period under any health and welfare plans in
which any such Hired Employees are eligible to participate following
Closing.  The APL Parties shall bear the full and sole responsibility
and liability for providing proper notifications to the Subject Employees and
any state or municipal agency or authority as may be required pursuant to the
federal Workers' Adjustment and Retraining Notification Act of 1988 ("WARN Act") or any similar
state or municipal law that may apply to any employment loss or the closure of
work sites that may occur in connection with this transaction.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    (b)           Except
as otherwise provide by this Agreement, for a period of one year beginning on
the Closing Date, WFSG agrees that neither WFSG nor any of its Affiliates will,
without the prior written consent of APL, solicit to hire or hire (or cause or
seek to cause to leave the employ of APL or any of its Affiliates) any person
who is an employee of APL or any of its Affiliates immediately following the
Closing Date; provided,
however, that (i) the
foregoing provision will not prevent WFSG or any of its Affiliates from hiring
any such person (x) who has been terminated by APL or any of its Affiliates, (y)
who has not been employed by APL or any of its Affiliates during the prior
calendar month, or (z) who seeks employment with WFSG or any of its Affiliates
as a result of activities described in clause (ii) of this paragraph, or who
otherwise seeks such employment without solicitation by WFSG or any of its
Affiliates, and (ii) a bona fide public advertisement or general solicitation
for employment placed by WFSG or any of its Affiliates and not specifically
targeted at employees of APL or any of its Affiliates shall not constitute a
solicitation under this Agreement.

     

    (c)           For
a period of one year beginning on the Closing Date, APL agrees that neither APL
nor any of its Affiliates will, without the prior written consent of WFSG,
solicit to hire or hire (or cause or seek to cause to leave the employ of WFSG
or any of its Affiliates) any person who is an employee of WFSG, any of its
Affiliates or Newco immediately following the Closing Date; provided, however, that (i) the
foregoing provision will not prevent APL or any of its Affiliates from hiring
any such person (x) who has been terminated by WFSG or any of its Affiliates,
(y) who has not been employed by WFSG or any of its Affiliates during the prior
calendar month, or (z) who seeks employment with APL or any of its Affiliates as
a result of activities described in clause (ii) of this paragraph, or who
otherwise seeks such employment without solicitation by APL or any of its
Affiliates, and (ii) a bona fide public advertisement or general solicitation
for employment placed by APL or any of its Affiliates and not specifically
targeted at employees of WFSG, any of its Affiliates or Newco shall not
constitute a solicitation under this Agreement.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    6.12   
   Atlas
Marks.


    (a)           The
trademarks, trade names and trade dress of APL, APL Operating, Atlas America,
and ATN, the words “Atlas,” “Atlas Pipeline,” and “Atlas Energy,” and
derivatives and variations thereof (collectively, the “Atlas Marks”) appear on some
of the Appalachian Assets and are used in connection with the Appalachian
Business, including on signs at the offices of the members of the Appalachian
Group, and on supplies, materials, stationary, brochures, advertising materials,
manuals and similar consumable items of the Appalachian Business and owned or
used by the members of the Appalachian Group. The WFSG Parties acknowledge and
agree that neither they nor Newco have, nor upon consummation of the
transactions contemplated by this Agreement or any of the Transaction Documents,
will the WFSG Parties, Newco or the Surviving Company have, any right, title,
interest, or license to use the Atlas Marks, any trademarks containing or
comprising the foregoing, or any trademark confusingly similar thereto or
dilutive thereof; provided, Newco and the
Surviving Company may continue to use the Atlas Marks as permitted pursuant to
Section ‎6.12(b).

     

    (b)           From
and after the Closing, the WFSG Parties agree that WFSG Sub, as the operating
member of Newco, will cause Newco and the Surviving Company to (i) cease to use
the name “Atlas Pipeline New York, LLC” or any other name used by APL New York
or any derivative or abbreviation thereof in any manner, or any name similar to
any of the foregoing names; (ii) cease to use the name “Atlas Pipeline Ohio,
LLC” or any other name used by APL Ohio or any derivative or abbreviation
thereof in any manner, or any name similar to any of the foregoing names; (iii)
cease to use the name “Atlas Pipeline Pennsylvania, LLC” or any other name used
by APL Pennsylvania or any derivative or abbreviation thereof in any manner, or
any name similar to any of the foregoing names; (iv) cease to use the name
“Atlas Pipeline McKean, LLC” or any other name used by APL McKean or any
derivative or abbreviation thereof in any manner, or any name similar to any of
the foregoing names; (v) cause the Surviving Company to cease using the Atlas
Marks in any manner, directly or indirectly; (vi) remove, strike over or
otherwise obliterate all Atlas Marks from all assets and all other materials
owned, possessed or used by Surviving Company; and (vii) submit notifications of
change of name with respect to any permits or licenses of Surviving Company to
the extent they use the Atlas Marks, except in each case, for such uses that are
not practicable to terminate promptly, in which case WFSG Sub will cause Newco
and the Surviving Company to cease such continuing usage as promptly as possible
after Closing and in any event within nine months following the Closing
Date.  The Parties agree, because damages would be an inadequate
remedy, that a Party seeking to enforce this Section ‎6.12 shall be
entitled to seek specific performance and injunctive relief as remedies for any
breach thereof in addition to other remedies available at law or in
equity.  This covenant shall survive indefinitely without limitation
as to time.

     

    6.13       Excluded Assets and Excluded
Liabilities.  As of or prior to the Closing Date, APL Operating
will cause the Subject Entities to transfer, distribute or otherwise dispose of
to APL or any of its Affiliates (other than the Subject Entities or Merger Sub)
all of the current assets of the Subject Entities (including all accounts
receivable) included on the Audited Statement of Assets and Liabilities that
relate to or originated in periods prior to the Closing Date (the “Excluded Assets”) and all of
the current liabilities (including all accounts payable) of the Subject Entities
included on the Audited Statement of Assets and Liabilities that relate to or
originated in periods prior to the Closing Date (the “Excluded
Liabilities”).

     

    ARTICLE
7

    CONDITIONS
TO CLOSING

     

    7.1         Conditions to the Obligation
of the WFSG Parties.  The obligations of the WFSG Parties to
proceed with the Closing contemplated hereby are subject to the satisfaction on
or prior to the Closing Date of all of the following conditions, any one or more
of which may be waived, in whole or in part, by the WFSG
Parties:


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    (a)           The
representations and warranties of the APL Parties set forth in this Agreement
shall be true and correct (without giving effect to any materiality standard or
APL Material Adverse Effect qualification) as of the date of this Agreement and
on the Closing Date as if made on such date, except to the extent that failure
of such representations and warranties to be true and correct would not,
individually or in the aggregate, result in an APL Material Adverse
Effect.  The APL Parties shall have performed or complied in all
material respects with all obligations and covenants required by this Agreement
to be performed or complied with by them by the time of the
Closing.  The APL Parties shall have delivered to the WFSG Parties a
certificate, dated as of the Closing Date and signed by an authorized officer of
the APL General Partner, confirming the foregoing matters set forth in this
Section ‎7.1(a) (the “APL Closing
Certificate”).

     

    (b)           The
APL Parties shall have delivered to the WFSG Parties all of the documents,
certificates and other instruments required to be delivered under, and otherwise
complied with the provisions of, Sections ‎3.2, and each such
document, certificate or other instrument to which a Person other than an APL
Party is a party shall have also delivered a duly executed counterpart of such
document, certificate or other instrument.

     

    (c)           All
necessary filings with and consents, approvals, licenses, permits, orders and
authorizations of any Governmental Authority required for the consummation of
the transactions contemplated in this Agreement (including any required by the
HSR Act) shall have been made and obtained, and all waiting periods with respect
to filings made with Governmental Authorities in contemplation of the
consummation of the transactions described herein shall have expired or been
terminated.

     

    (d)           All
necessary consents of any Person, other than any Governmental Authority,
required for the consummation of the transactions contemplated in this Agreement
shall have been made and obtained, including any consents set forth on Schedule
4.5(b).  Without limitation of the foregoing, the APL Parties
shall have received (i) a fully executed counterpart of the amendment to the APL
Credit Facility, which amendment will include all consents required under the
APL Credit Facility, (ii) the full release of the Appalachian Assets from any
and all Liens under the APL Credit Facility and (iii) the full release of each
of the Subject Entities, Merger Sub, and the Surviving Company from all
liabilities, obligations and commitments under the APL Credit Facility or any
related agreement, in each case, in form and substance reasonably satisfactory
to the WFSG Parties, and the APL Parties shall have delivered all documents in
connection therewith as the WFSG Parties may reasonably request.

     

    (e)           No
statute, rule, regulation, executive order, decree, temporary restraining order,
preliminary or permanent injunction, judgment or other order shall have been
enacted, entered, promulgated, enforced or issued by any Governmental Authority,
or other legal restraint or prohibition preventing the consummation of the
transactions contemplated hereby shall be in effect, and no investigation,
action or proceeding before a Governmental Authority shall have been instituted
or threatened challenging or seeking to restrain or prohibit the consummation of
the transactions contemplated by this Agreement or to recover Liabilities in
connection therewith.


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    (f)           The
board of directors of APL General Partner shall have received an opinion (a copy
of which shall have been furnished to the WFSG Parties) from a nationally
recognized investment bank, dated as of a date reasonably proximate to the date
of this Agreement, and subject to the assumptions, qualifications and matters
set forth therein, to the effect that the consideration to be received by APL
Sub in exchange for the sale of the Exchanged Interests pursuant to this
Agreement constitutes reasonably equivalent value for such Exchanged
Interests.

     

    (g)           Each
of the Transaction Documents to which neither of the WFSG Parties is a party,
each with such terms and provisions as are reasonably acceptable to the WFSG
Parties, shall have been duly executed and delivered by each of the parties
thereto.

     

    (h)           Each
of the transactions contemplated in Sections ‎2.1(b), ‎2.2 and ‎2.4 shall have been
consummated.

     

    (i)           The
WFSG Parties shall have received a certificate duly executed by the chairman of
the ATN Conflicts Committee certifying that such committee has approved the
Transaction Documents to which ATN or any subsidiary thereof is a
party.

     

    (j)           All
of the Required Permits and Material Contracts to be transferred or assigned to
the Subject Entities pursuant to Section ‎6.10 shall have been
so transferred or assigned and evidence of each such transfer shall have been
provided to the WFSG Parties; provided, this condition
shall not apply in the case of any such Required Permit or Material Contract
that is not transferred or assigned so long as the APL Parties comply with their
obligation under Section ‎6.10; provided, further, that the
exception in the immediately preceding proviso shall only apply with respect to
the Required Permits or Material Contracts as listed on Schedule ‎6.10 as of the date
hereof and shall not apply to any modification, supplement or amendment to such
Required Permits or Material Contracts or any additional Required Permits or
Material Contracts included in any modification, supplement or amendment of such
schedule after the date hereof.

     

    (k)           The
amount of the Audited Liabilities of the Subject Entities, as set forth Audited
Statement of Assets and Liabilities delivered pursuant to Section ‎6.7, does not exceed
the amount of the Unaudited Liabilities of the Subject Entities, as set forth on
the Unaudited Statement of Assets and Liabilities, by an amount greater that
$5,000,000.

     

    (l)           The
Excluded Assets and the Excluded Liabilities have been transferred, distributed
or otherwise disposed of by the Subject Entities pursuant to Section ‎6.13 pursuant to such
agreements or other instruments in forms reasonably acceptable to the WFSG
Parties.

     

    (m)           Exhibit
“F” of each of the Master Gathering Agreements, in the form included with the
forms of such Master Gathering Agreements attached as Exhibits C and D hereto, shall have
been amended as provided for on each such Exhibit “F” and not otherwise amended,
modified or supplemented.


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    (n)           Since
the date of this Agreement, there shall not have occurred an APL Material
Adverse Effect.

     

    7.2         Conditions to the Obligation
of the APL Parties.  The obligation of the APL Parties to
proceed with the Closing contemplated hereby is subject to the satisfaction on
or prior to the Closing Date of all of the following conditions, any one or more
of which may be waived in writing, in whole or in part, by the APL
Parties:

     

    (a)           The
representations and warranties of the WFSG Parties set forth in this Agreement
shall be true and correct (without giving effect to any materiality standard or
WFSG Material Adverse Effect qualification) as of the date of this Agreement and
on the Closing Date as if made on such date, except (i) to the extent that
failure of such representations and warranties to be true and correct would not,
individually or in the aggregate, result in a WFSG Material Adverse Effect and
(ii) for representations and warranties that are made as of a specific date or
time, which shall be true and correct in all material respects only as of such
specific date or time.  The WFSG Parties shall have performed or
complied in all material respects with all obligations and covenants required by
this Agreement to be performed or complied with by them by the time of the
Closing.  The WFSG Parties shall have delivered to the APL Parties a
certificate, dated as of the Closing Date and signed by an authorized officer of
the WFSG, confirming the foregoing matters set forth in this Section ‎7.2(a) (the “WFSG Closing
Certificate”).

     

    (b)           The
WFSG Parties shall have delivered to the APL Parties all of the documents,
certificates and other instruments required to be delivered under, and otherwise
complied with the provisions of, Sections ‎3.2 and ‎3.4 (including
causing Newco to pay the Cash Purchase Price and issue the Subject Interest to
APL Sub), and each such document, certificate or other instrument to which a
Person other than a WFSG Party is a party shall have also delivered a duly
executed counterpart of such document, certificate or other
instrument.

     

    (c)           All
necessary filings with and consents, approvals, licenses, permits, orders and
authorizations of any Governmental Authority required for the consummation of
the transactions contemplated in this Agreement (including any required by the
HSR Act) shall have been made and obtained, and all waiting periods with respect
to filings made with Governmental Authorities in contemplation of the
consummation of the transactions described herein shall have expired or been
terminated.

     

    (d)           All
necessary consents of any Person not a party hereto, other than any Governmental
Authority, required for the consummation of the transactions contemplated in
this Agreement shall have been made and obtained.  Without limitation
of the foregoing, the APL Parties shall have received (i) a fully executed
counterpart of the amendment to the APL Credit Facility, which amendment will
include all consents required under the APL Credit Facility, (ii) the full
release of the Appalachian Assets from any and all Liens under the APL Credit
Facility and (iii) the full release of each of the Subject Entities, Merger Sub
and the Surviving Company from all liabilities, obligations and commitments
under the APL Credit Facility or any related agreement, in each case, in form
and substance reasonably satisfactory to the APL Parties.


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    (e)           No
statute, rule, regulation, executive order, decree, temporary restraining order,
preliminary or permanent injunction, judgment or other order shall have been
enacted, entered, promulgated, enforced or issued by any Governmental Authority,
or other legal restraint or prohibition preventing the consummation of the
transactions contemplated hereby shall be in effect, and no investigation,
action or proceeding before a Governmental Authority shall have been instituted
or threatened challenging or seeking to restrain or prohibit the consummation of
the transactions contemplated by this Agreement or to recover Liabilities in
connection therewith.

     

    (f)           The
board of directors of APL General Partner shall have received an opinion from a
nationally recognized investment bank, dated as of a date reasonably proximate
to the date of this Agreement, and subject to the assumptions, qualifications
and matters set forth therein, to the effect that the consideration to be
received by APL Sub in exchange for the sale of the Exchanged Interests pursuant
to this Agreement constitutes reasonably equivalent value for such Exchanged
Interests.

     

    (g)           Each
of the Transaction Documents to which none of the APL Parties is a party, each
with such terms and provisions as are reasonably acceptable to the APL Parties,
shall have been duly executed and delivered by each of the parties
thereto.

     

    (h)           WFSG
Sub shall have made a Capital Contribution to Newco of $2.295 million, as
required pursuant to Section 3.2(a) of the
LLC Agreement.

     

    (i)           Each
of the transactions contemplated in Sections ‎2.1(a) and ‎2.3 shall have been
consummated.

     

    (j)           Since
the date of this Agreement, there shall not have occurred a WFSG Material
Adverse Effect.

     

    ARTICLE
8

    TAX
MATTERS

     

    8.1     
   Liability for
Taxes.

     

    (a)           The
APL Parties jointly and severally shall be liable for, and shall indemnify and
hold Newco, the Surviving Company, the Subject Entities, the WFSG Parties and
their Affiliates harmless from any Taxes, together with any Liabilities,
including reasonable expenses of investigation and attorneys’ and accountants’
fees and expenses, arising out of or incident to the determination, assessment
or collection of such Taxes (“Tax Losses”), (i) imposed on
or incurred by or with respect to the Subject Entities, the Appalachian Business
or the Appalachian Assets by reason of Treasury Regulations Section 1.1502-6 or
any analogous state, local or foreign law or regulation which is attributable to
having been a member of any consolidated, combined or unitary group on or prior
to the Closing Date, (ii) any Tax Losses (other than Taxes described in clause (i) above)
imposed on or incurred by or with respect to the Subject Entities, the
Appalachian Business or the Appalachian Assets with respect to periods (or
portions thereof) ending on or before the Closing Date, or (iii) attributable to
a breach by the APL Parties of any representation, warranty or covenant with
respect to Taxes in this Agreement (including Section ‎4.8).


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    (b)           Whenever
it is necessary for purposes of this ‎Article 8 to
determine the amount of any Taxes imposed on or incurred by or with respect to
the Subject Entities, the Appalachian Business or the Appalachian Assets for a
taxable period beginning before and ending after the Closing Date which is
allocable to the period prior to and including the Closing Date, the
determination shall be made, in the case of property or ad valorem taxes or franchise
taxes (which are measured by, or based solely upon capital, debt or a
combination of capital and debt), on a per diem basis and, in the
case of other Taxes, by assuming that such pre-Closing Date period constitutes a
separate taxable period with respect to the Subject Entities, the Appalachian
Business or the Appalachian Assets and by taking into account the actual taxable
events occurring during such period (except that exemptions, allowances and
deductions for a taxable period beginning before and ending after the Closing
Date that are calculated on an annual or periodic basis, such as the deduction
for depreciation, shall be apportioned to the period prior to and including the
Closing Date ratably on a per
diem basis).

     

    (c)           If
any of the WFSG Parties or any of their Affiliates receives a refund of any
Taxes that any of the APL Parties or their Affiliates is responsible for
hereunder, or if any of the APL Parties or their Affiliates receives a refund of
any Taxes that WFSG or any of its Affiliates is responsible for hereunder, the
party receiving such refund shall, within ninety (90) days after receipt of such
refund, remit it to the party who has responsibility for such Taxes hereunder.
The WFSG Parties and the APL Parties shall, and shall cause their Affiliates to,
cooperate in order to take all necessary steps to claim any such
refund.

     

    (d)           APL
Sub shall control the conduct of any audit of the Subject Entities and any
controversy resulting therefrom, while Newco shall control the conduct of any
audit of Surviving Company or Newco and any controversy resulting
therefrom.  If APL Sub controls the conduct of any audit or
controversy, (i) APL Sub shall keep the WFSG Parties reasonably informed of the
conduct of such audit or controversy, and consider their suggestions or comments
in good faith; (ii) APL Sub shall provide the WFSG Parties with copies of any
correspondence with any taxing authority related to such audit or controversy;
(iii) the Parties will cooperate with APL Sub as reasonably requested to
facilitate such audit or controversy; (iv) APL Sub shall pay all expenses
relating to such controversy including accounting, attorney and any other
professional fees and (v)  APL Sub shall also pay any Tax or
assessment that is a condition precedent to defending or pursuing any Tax
controversy.

     

    8.2     
   Tax
Returns.

     

    (a)           With
respect to any Tax Return covering a taxable period ending on or before the
Closing Date with respect to the Subject Entities, the Appalachian Business or
the Appalachian Assets, the APL Parties shall cause such Tax Return to be
prepared and to be filed timely with the appropriate Taxing Authority, and shall
be responsible for the timely payment (and entitled to any refund) of all Taxes
due with respect to the period covered by such Tax Return.


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    (b)           Any
Tax Return not yet filed for any taxable period that begins before the Closing
Date with respect to the Subject Entities, the Appalachian Business or the
Appalachian Assets shall be prepared in accordance with past Tax accounting
practices used with respect to the Tax Returns in question (unless such past
practices are no longer permissible under the applicable law), and to the extent
any items are not covered by past practices (or in the event such past practices
are no longer permissible under the applicable tax law), in accordance with
reasonable tax accounting practices selected by the filing Party with respect to
such Tax Return under this Agreement with the consent (not to be unreasonably
withheld or delayed) of the non-filing Party.

     

    (c)           In
the event that Newco is required to join in a combined report for state income
or franchise tax purposes in a given jurisdiction with WFSG or any of its
Affiliates, (i) Newco will pay to WFSG (or such Affiliate as WFSG may designate)
an amount equal to the standalone liability which Newco would have been required
to pay in such jurisdiction if it had filed a separate return in such
jurisdiction and not been permitted or required to join in a combined return;
(ii) WFSG will not, and will not permit its Affiliates to, assert that Newco is
required to make any larger payment by virtue of such tax; (iii) WFSG will
indemnify and hold harmless Newco, APL and its Affiliates against any liability
that such jurisdiction may claim is owing by Newco arising out of such combined
return; and (iv) the Parties will cause Newco and any Affiliates of WFSG
required to join in such return to enter into a tax sharing agreement, in form
and substance reasonably acceptable to WFSG and APL, incorporating the foregoing
provisions and providing rules for the conduct of audits, responsibilities for
deficiencies and rights to refund, and providing for APL to be kept reasonably
informed of the conduct of any audit or controversy which could affect Newco’s
liability for such taxes.

     

    8.3   
     Transfer
Taxes.  The APL Parties shall file, or cause to be filed, all
necessary Tax Returns and other documentation with respect to all transfer,
documentary, sales, use, stamp, registration and other similar Taxes and fees
arising out of or in connection with the transactions effected pursuant to this
Agreement (the “Transfer
Taxes”), which Transfer Taxes shall borne on a 50/50 basis by the APL
Parties, on the one hand, and the WFSG Parties, on the other hand, except for
any Transfer Taxes imposed on the transfer of the ATN Assets from ATN to Newco
which shall be borne 100% by the APL Parties.  If required by
applicable Law, the WFSG Parties shall, and shall cause their Affiliates to,
join in the execution of any such Tax Returns and other
documentation.  The Parties shall, upon request, use reasonable
efforts to obtain any certificate or other document from any Governmental
Authority or any other Person as may be necessary to mitigate, reduce or
eliminate any Tax that could be imposed (including without limitation with
respect to the transactions contemplated by this Agreement).

     

    8.4      
  Allocation
of Purchase Price.  The Parties agree that for federal income
Tax purposes, because Newco and the Surviving Company initially will be
disregarded entities, the exchange of the Exchanged Interests for the issuance
of the Subject Interests and payment of the Cash Purchase Price will be treated
as a purchase by WFSG Sub from APL Sub of an undivided interest in the assets of
the Surviving Company and an undivided interest in the assets of APL Ohio in
exchange for payment to APL Sub of the Cash Purchase Price and the WFSG Sub
Note, followed by contributions to Newco of the ATN Assets and Newco working
capital by WFSG Sub and all of the assets of the Surviving Company and all of
the assets of APL Ohio by WFSG Sub and APL Sub as part of the formation of a new
partnership under Section 721 of the Code, and the Parties shall cause all
income Tax Returns to be prepared in a manner consistent with such
treatment.  Within 30 days of the Closing, WFSG Sub will provide APL
Sub with a draft allocation of the purchase price (as computed for federal
income Tax purposes) among the assets owned (directly and indirectly) by the
Surviving Company, prepared in accordance with Section 1060 of the
Code.  The Parties will discuss such allocation in good faith to
address any comments APL Sub may have regarding such allocation and to resolve
any differences.  If the Parties cannot agree on such allocation
within 30 days of the provision of such draft allocation to APL Sub, the matter
will be referred to an independent appraiser reasonably acceptable to both
Parties, with any costs required in connection with such appraisal borne by
Newco.


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    8.5    
    Survival.  Anything
to the contrary in this Agreement notwithstanding, the indemnification provided
in this ‎Article 8 shall not
be subject to any monetary limitation and representations, warranties,
covenants, agreements, rights and obligations of the parties with respect to any
Tax matter covered by this Agreement shall survive the Closing and shall not
terminate until 30 days after the expiration of the applicable statutes of
limitations (including all periods of extension and tolling) applicable to such
Tax matter.

     

    8.6    
    Conflict.  In
the event of a conflict between the provisions of this ‎Article 8 and any
other provisions of this Agreement, the provisions of this ‎Article 8 shall
control.

     

    ARTICLE
9

    TERMINATION

     

    9.1    
    Events of
Termination.  This Agreement may be terminated at any time
prior to the Closing Date:

     

    (a)           by
mutual written consent of the Parties;

     

    (b)           by
WFSG or APL, in writing delivered to other Party after September 30, 2009 (the
“Termination Date”), if
the Closing has not occurred by such date, provided that as of such date
the terminating Party is not in default under this Agreement;

     

    (c)           by
WFSG or APL, in writing delivered to the other Party, without prejudice to other
rights and remedies that the terminating Party or its Affiliates may have
(provided the terminating Party and its Affiliates are not otherwise in material
default or breach of this Agreement, or have not failed or refused to close
without justification hereunder), if the other Party (i) has materially failed
to perform its covenants or agreements contained herein required to be performed
on or prior to the Closing Date, or (ii) has materially breached any of its
representations or warranties contained herein; provided, however, that in the case of
clause (i) or
(ii), the
defaulting Party shall have a period of 20 days following written notice from
the non-defaulting Party to cure any breach of this Agreement, if such breach is
curable;

     

    (d)           by
WFSG or APL, in writing delivered to the other Party, without liability, if
there shall be any order, writ, injunction or decree of any Governmental
Authority binding on any of the Parties, which prohibits or restrains them from
consummating the transactions contemplated hereby, provided that the parties
shall have used their reasonable best efforts to have any such order, writ,
injunction or decree lifted and the same shall not have been lifted within 30
days after entry by any such Governmental Authority;

     

    (e)           by
WFSG, in writing delivered to APL, if any of the conditions set forth in Section ‎7.1 have become
incapable of fulfillment prior to the Termination Date, and have not been waived
in writing by the WFSG Parties;  or


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

    (f)           by
APL, in writing delivered to WFSG, if any of the conditions set forth in Section ‎7.2 have become
incapable of fulfillment prior to the Termination Date, and have not been waived
in writing by the APL Parties.

     

    9.2       
 Effects of
Certain Termination.  If either WFSG or APL terminate this
Agreement as provided in Section ‎9.1 above, such
termination shall be without liability and none of the provisions of this
Agreement shall remain effective or enforceable, except for those contained in
Section ‎6.2(b), Section ‎6.5, ‎Article 8, this Section ‎9.2, ‎
Article 10 and Article
12.  Notwithstanding and in addition to the foregoing, in the
event that this Agreement is terminated pursuant to Section ‎9.1(c) or if any
Party is otherwise in breach of this Agreement, (i) such breaching Party shall
remain liable for its or their obligations under ‎Article 8 and/or
‎Article 10 and (ii)
such termination shall not relieve such breaching Party of any liability for
fraud or for a willful breach of any covenant or agreement under this Agreement
or be deemed a waiver of any available remedy (including specific performance,
if available) for any such breach.

     

    ARTICLE
10

    INDEMNIFICATION
UPON CLOSING

     

    10.1       Indemnification of the WFSG
Parties.  Subject to the limitations set forth in this
Agreement, the APL Parties, from and after the Closing Date, shall indemnify,
defend and hold the WFSG Parties and their Affiliates and their respective
securityholders, directors, officers, and employees, and the officers, directors
and employees of the WFSG and its Affiliates (the “WFSG Indemnified Parties”)
harmless from and against any and all Liabilities suffered or incurred by any
WFSG Indemnified Party, Newco or the Surviving Company as a result of or arising
out of (i) any breach of a representation or warranty of the APL Parties in this
Agreement, (ii) any breach of any agreement or covenant on the part of the APL
Parties made under this Agreement or in connection with the transactions
contemplated hereby or (iii) the Excluded Assets, the Excluded Liabilities or
the Atlas Marks; provided,
that with respect to the indemnification of any WFSG Indemnified Party
relating to any Liabilities that are suffered or incurred by Newco or the
Surviving Company, the APL Parties shall be obligated to indemnify such WFSG
Indemnified Party in proportion to the aggregate ownership interest of WFSG Sub
and its Affiliates in Newco at the time such claim for indemnification is
made.

     

    10.2       Indemnification of the APL
Parties.  Subject to the limitations set forth in this
Agreement, the WFSG Parties shall indemnify, defend and hold the APL Parties and
their Affiliates and their respective securityholders, directors, officers, and
employees (the “APL Indemnified
Parties”) harmless from and against any and all Liabilities suffered or
incurred by the APL Indemnified Parties as a result of or arising out of (i) any
breach of a representation or warranty of the WFSG Parties in this Agreement or
(ii) any breach of any agreement or covenant on the part of the WFSG Parties
made under this Agreement or in connection with the transactions contemplated
hereby.

     

    10.3       Tax Indemnification;
Indemnification of Title Defects.  Except as provided in the
last proviso in Section ‎10.1 regarding the
indemnification of any WFSG Indemnified Party relating to any Liabilities that
are suffered or incurred by Newco or the Surviving Company, nothing in this
‎Article 10 shall
apply to Liabilities with respect to (a) Taxes (including the representations
and warranties of the APL Parties under Section ‎4.8), the Liabilities
with respect to which shall be as set forth in ‎Article 8 or (b) the
Appalachian Real Property or any Title Defects related thereto (including the
representations and warranties of the APL Parties regarding the Appalachian Real
Property under Section
‎4.6(b), ‎4.6(c), ‎4.6(d), and as of the
Closing, Section
‎4.6(f), the
Liabilities with respect which shall be as set forth in ‎Article
11.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    10.4       Survival.  All
the provisions of this Agreement shall survive the Closing, notwithstanding any
investigation at any time made by or on behalf of any Party; provided that the
representations and warranties set forth in ‎Article 4 and ‎Article 5 and in any
certificate delivered in connection herewith with respect to any of those
representations and warranties shall survive until 5:00 pm New York time on the
day that is the 15-month anniversary of the Closing Date, at which time such
representations and warranties shall terminate and expire, except (a) the
representations and warranties that terminate expire pursuant to Section ‎11.1, the survival
period for which shall be governed exclusively by Section ‎11.1, (b) the
representations and warranties of the APL Parties set forth in Section ‎4.14 shall survive
until 30 days after the expiration of the applicable statutes of limitations
(including all periods of extension and tolling), (c) the representations and
warranties of the APL Parties set forth in Sections ‎4.1, ‎4.2, ‎4.21 (the “APL Fundamental
Representations”) and the indemnification obligations of the APL Parties
under clause
(iii) of Section ‎10.1 shall survive
indefinitely, (d) the representation and warranties of the APL Parties set forth
in Section
‎4.9 shall survive
until the third anniversary of the Closing Date and (e) the representations and
warranties of the WFSG Parties set forth in Sections ‎5.1, ‎5.2 and ‎5.8  (the
“WFSG Fundamental
Representations”) shall survive indefinitely.  After a
representation and warranty has terminated and expired, no indemnification shall
or may be sought pursuant to this ‎Article 10 on the
basis of that representation and warranty by any Person who would have been
entitled pursuant to this Article 10 to
indemnification on the basis of that representation and warranty prior to its
termination and expiration, provided that in the case of
each representation and warranty that shall terminate and expire as provided in
this Section
‎10.4, no claim
presented in writing for indemnification pursuant to this ‎Article 10 on the
basis of that representation and warranty prior to its termination and
expiration shall be affected in any way by that termination and
expiration.  The indemnification obligations under this ‎Article 10 or
elsewhere in this Agreement shall apply regardless of whether any suit or action
results solely or in part from the active, passive or concurrent negligence or
strict liability of the Indemnified Party.  The covenants and
agreements entered into pursuant to this Agreement shall terminate and expire as
of Closing, unless such covenants and agreements are to be performed after the
Closing, in which case such post-Closing covenants and agreements shall survive
the Closing until performed.

     

    10.5       Demands.  The
Parties agree that upon the discovery by an Indemnified Party hereunder of facts
giving rise to a claim for indemnity under the provisions of this Agreement,
including receipt by it of notice of any demand, assertion, claim, action or
proceeding, judicial or otherwise, by any Person (such claims for indemnity
involving third party claims being collectively referred to herein as the “Indemnity Claim”), with
respect to any matter as to which it claims to be entitled to indemnity under
the provisions of this Agreement, such Indemnified Party will give prompt notice
thereof in writing to the indemnifying Party (the “Indemnifying Party”), together
with a statement of such information respecting any of the foregoing as it shall
have.  Such notice shall include a formal demand for indemnification
under this Agreement.  If the Indemnified Party knowingly failed to
notify the Indemnifying Party thereof in accordance with the provisions of this
Agreement in sufficient time to permit the Indemnifying Party or its counsel to
defend against an Indemnity Claim and to make a timely response thereto, the
Indemnifying Party’s indemnity obligation relating to such Indemnity Claim shall
be limited to the extent that such failure has actually prejudiced or damaged
the Indemnifying Party with respect to that Indemnity Claim.


    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    10.6       Right to Contest and
Defend.  The Indemnifying Party shall be entitled, at its cost
and expense, to contest and defend by all appropriate legal proceedings any
Indemnity Claim for which it is called upon to indemnify the Indemnified Party
under the provisions of this Agreement; provided, that notice of the
intention to so contest shall be delivered by the Indemnifying Party to the
Indemnified Party within 20 days from the date of receipt by the Indemnifying
Party of notice by the Indemnified Party of the assertion of the Indemnity
Claim.  Any such contest may be conducted in the name and on behalf of
the Indemnifying Party or the Indemnified Party as may be
appropriate.  Such contest shall be conducted by reputable counsel
employed by the Indemnifying Party and not reasonably objected to by the
Indemnified Party, but the Indemnified Party shall have the right but not the
obligation to participate in such proceedings and to be represented by counsel
of its own choosing at its sole cost and expense.  The Indemnifying
Party shall have full authority to determine all action to be taken with respect
thereto; provided,
however, that the
Indemnifying Party will not have the authority to subject the Indemnified Party
to any obligation whatsoever, other than the performance of purely ministerial
tasks or obligations not involving material expense or injunctive
relief.  If the Indemnifying Party does not elect to contest any such
Indemnity Claim, the Indemnifying Party shall be bound by the result obtained
with respect thereto by the Indemnified Party.  If the Indemnifying
Party assumes the defense of an Indemnity Claim, the Indemnifying Party shall
not enter into any settlement or discharge of an Indemnity Claim without the
consent of the Indemnified Party (which consent shall not be unreasonably
withheld) unless such settlement or discharge by its terms obligates the
Indemnifying Party to pay the full amount of the liability in connection with
such Indemnity Claim, releases the Indemnified Party completely in connection
with such Indemnity Claim and does not otherwise adversely affect the
Indemnified Party as determined by the Indemnified Party in its sole
discretion.  Notwithstanding the foregoing, the Indemnifying Party
shall not be entitled to assume the defense of any Indemnity Claim (and shall be
liable for the reasonable fees and expenses of counsel incurred by the
Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim
seeks an order, injunction or other equitable relief or relief for other than
money damages against the Indemnified Party which the Indemnified Party
reasonably determines, after conferring with its outside counsel, cannot be
separated from any related claim for money damages; provided, that if such
equitable relief or other relief portion of the Indemnity Claim can be so
separated from that for money damages, the Indemnifying Party shall be entitled
to assume the defense of the portion relating to money damages.

     

    10.7       Cooperation.  If
requested by the Indemnifying Party, the Indemnified Party agrees to cooperate
with the Indemnifying Party and its counsel in contesting any Indemnity Claim
that the Indemnifying Party elects to contest or, if appropriate, in making any
counterclaim against the person asserting the Indemnity Claim, or any
cross-complaint against any person, and the Indemnifying Party will reimburse
the Indemnified Party for any expenses incurred by it in so
cooperating.  At no cost or expense to the Indemnified Party, the
Indemnifying Party shall cooperate with the Indemnified Party and its counsel in
contesting any Indemnity Claim.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    10.8    
  Right to
Participate.  The Indemnified Party agrees to afford the
Indemnifying Party and its counsel the opportunity to be present at, and to
participate in, conferences with all Persons, including Governmental
Authorities, asserting any Indemnity Claim against the Indemnified Party or
conferences with representatives of or counsel for such Persons.

     

    10.9   
   Limitations on
Indemnification.

     

    (a)           To
the extent that the WFSG Indemnified Parties are entitled to indemnification for
Liabilities pursuant to Section ‎10.1, the APL Parties
shall be liable only for those Liabilities which exceed, in the aggregate,
$956,250 (the “Deductible
Amount”), and then only to the extent of any such excess; provided that any materiality
qualifier to any representation, warranty or covenant subject to indemnification
shall be disregarded for purposes of determining whether the Deductible Amount
shall have been exceeded.  In no event shall the APL Parties’
aggregate liability to the WFSG Indemnified Parties, Newco and the Surviving
Company under Section
‎10.1 exceed
$27,500,000 (the “Ceiling
Amount”).  Notwithstanding the foregoing, neither the
Deductible Amount nor the Ceiling Amount shall apply to breaches of the APL
Fundamental Representations or the APL Parties’ indemnification obligations
under clause
(iii) of Section ‎10.1.

     

    (b)           To
the extent the APL Indemnified Parties are entitled to indemnification for
Liabilities pursuant to Section ‎10.2, the WFSG
Parties shall be liable only for those Liabilities which exceed, in the
aggregate, the Deductible Amount, and then only to the extent of any such
excess; provided that
any materiality qualifier to any representation, warranty or covenant subject to
indemnification shall be disregarded for purposes of determining whether the
Deductible Amount shall have been exceeded.  In no event shall the
WFSG Parties’ aggregate liability to the APL Indemnified Parties under Section ‎10.2 exceed the
Ceiling Amount.  Notwithstanding the foregoing, neither the Deductible
Amount nor the Ceiling Amount shall apply to breaches of the WFSG Fundamental
Representations.

     

    (c)           In
calculating any amount to be paid by an Indemnifying Party by reason of the
provisions of this Agreement, the amount shall be reduced by (x) all insurance
proceeds and any indemnification reimbursement proceeds received from third
parties credited to or received by the Indemnified Party related to the
Liabilities, and (y) with respect to indemnification for a breach of the
representation in Section 4.23(b) only,
the amount of any reduction in the Cash Purchase Price pursuant to Section
2.7(b).

     

    (d)           Additionally,
none of the APL Parties or the WFSG Parties will be liable as an indemnitor
under this Agreement for any special, punitive, indirect or exemplary damages
suffered or incurred by the Indemnified Party or Parties, except to the extent
such damages result pursuant to Indemnity Claims.

     

    10.10     Sole
Remedy.  Following the Closing, subject to Section ‎10.10(b), no Party
shall have liability under this Agreement, any of the Transaction Documents or
the transactions contemplated hereby or thereby except as is provided (a) in
‎Article 8, this ‎Article 10 or ‎Article 11
(other than claims or causes of action arising from fraud or willful
misconduct), (b) Section 9.2(c)(iii),
Section
9.2(c)(iv) or Section 9.2(c)(v) of
the LLC Agreement, (c) the WFSG Sub Note, or (d) in the Transaction
Documents.


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    ARTICLE
11

    TITLE
DEFECTS

     

    11.1   
   Title Defect
Notices.  On or before the date that is nine months following
the Closing Date (the “Title
Claim Date”), WFSG must deliver claim notices to APL meeting the
requirements of this Section ‎11.1 (collectively,
the “Title Defect
Notices,” and individually, a “Title Defect Notice”) setting
forth any matters which, in WFSG’s reasonable opinion, constitute Title Defects
and which WFSG intends to assert as a Title Defect pursuant to this ‎Article
11.  For all purposes of this Agreement and notwithstanding
anything herein to the contrary, WFSG shall be deemed to have waived, and none
of the APL Parties shall have liability for, any Title Defect that WFSG fails to
assert as a Title Defect by a Title Defect Notice received by APL on or before
the Title Claim Date.  The representations and warranties regarding
the Appalachian Real Property shall terminate and expire on the Title Claim
Date, and following such termination, no claim may be brought against any of the
APL Parties with respect to such representations and warranties unless a claim
for a Title Defect has been properly brought pursuant to this ‎Article 11 prior to
such termination.  To be effective, each Title Defect Notice shall be
in writing, and shall include (a) a description of the alleged Title Defect(s),
(b) the relevant Appalachian Real Property affected by the Title Defect (each a
“Title Defect
Property”), (c) the estimated value of each Title Defect Property, (d)
supporting documents reasonably necessary for APL to verify the existence of the
alleged Title Defect(s), and (e) the amount by which WFSG reasonably believes
the estimated value of each Title Defect Property is reduced by the alleged
Title Defect(s) and the computations upon which WFSG’s belief is
based

     

    11.2   
   Right to
Cure.  The APL Parties shall have the right, but not the
obligation, to attempt, at their sole cost, to cure at any time prior to 180
days following the Title Claim Date (the “Cure Period”), any Title
Defects of which the APL Parties have been advised by WFSG.

     

    11.3    
  Remedies
for Title Defects.  Subject to APL’s continuing right to
dispute the existence of a Title Defect or the Title Defect Amount asserted with
respect thereto, if any Title Defect timely asserted by WFSG in accordance with
Section ‎11.1 is not waived in
writing by WFSG or cured on or before 180 days following the Title Claim Date,
the APL Parties shall, at their sole option, elect to:

     

    (a)           subject
to the Individual Title Defect Threshold, the Aggregate Title Deductible and the
Aggregate Title Cap, promptly reimburse the WFSG Parties in an amount determined
pursuant to Section
‎11.5 as being the
value of such Title Defect (the “Title Defect Amount”);
or

     

    (b)           indemnify
the WFSG Parties against all Liabilities resulting from such Title Defect
pursuant to an indemnity agreement (the “Title Indemnity Agreement”),
in a form mutually acceptable to WFSG and APL.

     

    11.4  
    Exclusive
Remedy.  This ‎Article 11 shall be
the sole and exclusive right and remedy of the WFSG Parties with respect to
Newco’s and Surviving Company’s failure to have Defensible Title with respect to
any of the Appalachian Real Property or the breach of any representation or
warranty with respect to the Appalachian Real Property.


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

     

    11.5 
     Title Defect
Amount.  The Title Defect Amount resulting from a Title Defect
shall be the amount by which the value of the affected Title Defect Property is
reasonably reduced as a result of the existence of such Title Defect and shall
be determined in accordance with the following terms and
conditions:

     

    (a)           if
WFSG and APL agree on the Title Defect Amount, then that amount shall be the
Title Defect Amount;

     

    (b)           if
the Title Defect is a Lien that is undisputed and liquidated in amount, then the
Title Defect Amount shall be the amount necessary to be paid to remove the Title
Defect from the Title Defect Property;

     

    (c)           if
the Title Defect represents an obligation or Lien upon or other defect in title
to the Title Defect Property of a type not described above, the Title Defect
Amount shall be determined by taking into account the portion of the Title
Defect Property affected by the Title Defect, the legal effect of the Title
Defect, the reasonably estimated potential economic effect of the Title Defect
over the life of the Title Defect Property, the values and estimated cost to
cure placed upon the Title Defect by WFSG and APL and such other reasonable
factors as are necessary to make a proper evaluation; provided, however, that if such Title
Defect is reasonably capable of being cured, the Title Defect Amount shall not
be greater than the reasonable cost and expense of curing such Title Defect;
and

     

    (d)           the
Title Defect Amount with respect to a Title Defect Property shall be determined
without duplication of any costs or losses included in another Title Defect
Amount hereunder.

     

    11.6   
   Title
Deductibles.  Notwithstanding anything to the contrary, (a) in
no event shall there be any remedies provided by the APL Parties for any
individual Title Defect for which the Title Defect Amount does not exceed
$25,000 (“Individual Title
Defect Threshold”) except for any individual Title Defect Amounts below
the Individual Title Defect Threshold that in the aggregate exceed $250,000
(“Aggregate Title Defect
Threshold”); and (b) there shall not be any remedies provided by the APL
Parties for any Title Defects that exceed the Individual Title Defect Threshold
or the Aggregate Title Defect Threshold, as the case may be, unless the sum of
all such Title Defect Amounts, in the aggregate, excluding any Title Defects
cured by the APL Parties, exceeds $500,000 (the “Aggregate Title Deductible”),
after which point, the WFSG Parties shall be entitled to the remedies provided
for in Section
‎11.3 only with
respect to such Title Defects in excess of such Aggregate Deductible, and in no
event shall the APL Parties’ aggregate liability relating to Title Defects in
accordance with this ‎Article 11 exceed
$3,500,000 (the “Aggregate
Title Cap”).


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    11.7    
  Title
Dispute Resolution.  WFSG and APL shall attempt to agree on all
Title Defects and Title Defect Amounts prior to the date that is thirty (30)
days following the Title Claim Date.  If WFSG and APL are unable to
agree by such date, the Title Defect Amounts in dispute shall be exclusively and
finally resolved pursuant to this Section ‎11.7.  There
shall be a single arbitrator, who shall be a title attorney with at least ten
(10) years experience in pipeline right-of-way titles involving properties in
the regional area in which the Title Defect Properties are located, as selected
by mutual agreement of WFSG and APL within fifteen (15) days after the Title
Claim Date, and absent such agreement, by the International Institute for
Conflict Prevention and Resolution (“CPR,” and in either case, the
“Title
Arbitrator”).  The Title Arbitrator shall be someone that is
independent of any prior representation of or relationship with WFSG, APL or
their respective Affiliates.  The arbitration proceeding shall be held
in Pittsburgh, Pennsylvania and shall be conducted in accordance with the CPR
Rules and Procedures, to the extent such rules do not conflict with the terms of
this ‎Article
11.  The Title Arbitrator’s determination shall be made within
twenty (20) days after submission of the matters in dispute and shall be final
and binding upon all Parties, without right of appeal.  In making its
determination, the Title Arbitrator shall be bound by the rules set forth in
this Section
‎11.7 and, subject to
the foregoing, may consider such other matters as in the opinion of the Title
Arbitrator are necessary to make a proper determination.  However, the
Title Arbitrator may not award the WFSG Parties a greater Title Defect Amount
than the Title Defect Amount claimed by WFSG in its applicable Title Defect
Notice.  The Title Arbitrator shall act as an expert for the limited
purpose of determining the specific disputed Title Defect and Title Defect
Amounts submitted by either WFSG or APL and may not award damages, interest or
penalties to either WFSG or APL with respect to any matter.  APL and
WFSG shall each bear their own respective legal fees and other costs of
presenting its case.  Each of APL and WFSG shall bear one-half of the
costs and expenses of the Title Arbitrator.  To the extent that the
award of the Title Arbitrator with respect to any Title Defect Amount is not
been previously paid by the APL Parties pursuant to Section ‎11.3, then within ten
(10) days after the Title Arbitrator delivers written notice to WFSG and APL of
the Title Arbitrator’s award with respect to a Title Defect Amount, APL shall
pay to WFSG the amount, if any, so awarded by the Title Arbitrator to the WFSG
Parties.  In the event such payment is ordered by the Title Arbitrator
APL may not elect to satisfy such obligation by use of the Title Indemnity
Agreement pursuant to Section ‎11.3.

     

    ARTICLE
12

    MISCELLANEOUS

     

    12.1    
   Expenses.  Except
as otherwise provided herein and regardless of whether the transactions
contemplated hereby are consummated, the APL Parties, on the one hand, and the
WFSG Parties, on the other hand, shall each bear responsibility their own
expenses incident to this Agreement and all actions taken in preparation for
carrying this Agreement into effect.

     

    12.2   
   Notices.  Any
notice, request, instruction, correspondence or other document to be given
hereunder by the WFSG Parties or the APL Parties to the other (herein
collectively called “Notice”) shall be in writing
and delivered in person or by courier service requiring acknowledgment of
receipt of delivery or by facsimile, as follows:

     

    
      	
               
      

            	
              If
      to any of the APL Parties, addressed
to:

            


    

     

    Atlas
Pipeline Partners, L.P.

    West
Pointe Corporate Center I

    1550
Coraopolis Heights Road, Second Floor

    Moon
Township, Pennsylvania  15108

    Attention:  General
Counsel – Lisa Washington

    Telephone:     (215)
546-5005

    Facsimile:       (412)
262-2820


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    Jones
Day

    717
Texas, Suite 3300

    Houston,
Texas  77002

    Attention:  Jeff
Schlegel

    Telephone:      (832)
239-3939

    Facsimile:        (832)
239-3600

     

    
      	
               
      

            	
              If
      to WFSG, addressed to:

            


    

     

    Williams
Field Services Group, LLC

    One
Williams Center

    Tulsa,
Oklahoma  74172-0172

    Attention:       Assistant
General Counsel – Craig Rainey

    Facsimile:       (918)
573-4503

     

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    Andrews
Kurth LLP

    1350 I
St., NW

    Suite
1100

    Washington,
DC  20005

    Attention:      Bill
Cooper

    Facsimile:      (202)
974-9537

     

    Notice
given by personal delivery or courier service shall be effective upon actual
receipt.  Notice given by facsimile shall be confirmed by appropriate
answer back and shall be effective upon actual receipt if received during the
recipient’s normal business hours, or at the beginning of the recipient’s next
Business Day after receipt if not received during the recipient’s normal
business hours.  Any Party may change any address to which Notice is
to be given to it by giving Notice as provided above of such change of
address.

     

    12.3   
   Entire Agreement; Amendments
and Waivers.

     

    (a)           This
Agreement and the Transaction Documents constitute the entire agreement among
the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.  Each Party to this Agreement
agrees that no other Party to this Agreement (including its agents and
representatives) has made any representation, warranty, covenant or agreement to
or with such party relating to this Agreement or the transactions contemplated
hereby, other than those expressly set forth herein and in the Transaction
Documents.

     

    (b)           No
supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by each Party to be bound thereby.  No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver constitute a continuing waiver unless otherwise expressly
provided.


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

     

    12.4    
  Conflicting
Provisions.  This Agreement and the other Transaction
Documents, read as a whole, set forth the parties’ rights, responsibilities and
liabilities with respect to the transactions contemplated by this
Agreement.  In the Agreement and the Transaction Documents, and as
between them, specific provisions prevail over general provisions.  In
the event of a conflict between this Agreement and the Transaction Documents,
this Agreement shall control.

     

    12.5     
 Binding Effect
and Assignment.  This Agreement shall be binding upon and inure
to the benefit of the parties and their respective permitted successors and
assigns, but neither this Agreement nor any of the rights, benefits or
obligations hereunder shall be assigned or transferred, by operation of law or
otherwise, by any Party without the prior written consent of each other
Party.  Except as set forth in ‎Article 8, Sections ‎10.1 and ‎10.2 and ‎Article 11, nothing
in this Agreement, express or implied, is intended to confer upon any person or
entity other than the parties and their respective permitted successors and
assigns, any rights, benefits or obligations hereunder.

     

    12.6    
  Governing
Law.  This Agreement shall be governed and construed in
accordance with the substantive laws of the State of New York without reference
to principles of conflicts of law.

     

    12.7   
   Jurisdiction and
Venue.

     

    Each
Party hereby irrevocably submits to the jurisdiction of the courts of the State
of Delaware and the federal courts of the United States of America located in
the State of Delaware over any dispute or Proceeding arising out of or relating
to this Agreement or any Transaction Document or any of the transactions
contemplated hereby or thereby, and each Party irrevocably agrees that all
claims in respect of such dispute or Proceeding shall be heard and determined in
such courts.  Each Party hereby irrevocably waives, to the fullest
extent permitted by applicable Law, any objection which it may now or hereafter
have to the venue of any dispute arising out of or relating to this Agreement or
any Transaction Document or any of the transactions contemplated hereby or
thereby brought in such court or any defense of inconvenient forum for the
maintenance of such dispute or Proceeding.  Each Party agrees that a
judgment in any dispute heard in the venue specified by this section may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by applicable Law.  EACH PARTY WAIVES ITS RIGHT TO TRIAL BY
JURY IN CONNECTION WITH ANY DISPUTE OR PROCEEDING RELATING TO THIS
AGREEMENT.

     

    12.8   
   Severability.  If
any provision of the Agreement is rendered or declared illegal or unenforceable
by reason of any existing or subsequently enacted legislation or by decree of a
court of last resort, the Parties shall promptly meet and negotiate substitute
provisions for those rendered or declared illegal or unenforceable, but all of
the remaining provisions of this Agreement shall remain in full force and
effect.

     

    12.9    
  Interpretation.  It
is expressly agreed by the Parties that neither this Agreement nor any of the
Transaction Documents shall be construed against any party thereto, and no
consideration shall be given or presumption made, on the basis of who drafted
this Agreement, any Transaction Document or any provision hereof or thereof or
who supplied the form of this Agreement or any of the Transaction
Documents.  Each Party agrees that this Agreement has been
purposefully drawn and correctly reflects its understanding of the transactions
contemplated by this Agreement and, therefore, waives the application of any
law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the Party drafting such
agreement or document.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    12.10  
  Headings
and Schedules.  The headings of the several Articles and
Sections herein are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.  The Schedules and the Exhibits referred to herein are
attached hereto and incorporated herein by this reference, and unless the
context expressly requires otherwise, the Schedules and such Exhibits are
incorporated in the definition of “Agreement.” Certain
information contained in the Schedules is solely for informational purposes, may
not be required to be disclosed pursuant to this Agreement and will not imply
that such information or any other information is required to be
disclosed.  Inclusion of such information will not establish any level
of materiality or similar threshold or be an admission that such information is
material to the business, assets, liabilities, financial position, operations or
results of operations of any Person or is otherwise material regarding such
Person.  Each matter disclosed in any Schedule (other than Schedules 4.6(a)
through 4.6(f))
in a manner that makes its relevance to one or more other Schedules reasonably
apparent on the face of such disclosure will be deemed to have been
appropriately included in each such other Schedule (notwithstanding the presence
or absence of any cross reference in any Schedule or the presence or absence of
a reference to a Schedule in any representation or warranty).

     

    12.11   
 Multiple
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     

    *  *  *  *  *

     

    [Remainder of page intentionally left
blank]


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


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

     

    
      
        	
                
                  WILLIAMS
      FIELD SERVICES GROUP, LLC

                

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      Alan S. Armstrong

                

              
	 
      	
                Name:

              	
                Alan
      S. Armstrong

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

     

    
      
        	
                
                  WILLIAMS
      LAUREL MOUNTAIN, LLC

                

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      Alan S. Armstrong

                

              
	 
      	
                Name:

              	
                Alan
      S. Armstrong

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

     

    Signature
Page to Formation and Exchange Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ATLAS
      PIPELINE PARTNERS, L.P.

                
	 
      	 
      
	
                  By:

                	
                  Atlas
      Pipeline Partners GP, LLC, its general partner

                
	 
      	 
      
	
                  By:

                	
                  
                    /s/
      Eugene N. Dubay

                  

                
	 
      	
                  Name:

                	
                  Eugene
      N. Dubay

                
	 
      	
                  Title:

                	
                  President
      and Chief Executive
Officer

                


        

      

    

     

    
      
        
          	
                  ATLAS
      PIPELINE OPERATING PARTNERSHIP, L.P.

                
	 
      	 
      
	
                  By:

                	
                  Atlas
      Pipeline Partners GP, LLC, its general partner

                
	 	 
	
                  By:

                	
                  
                    /s/
      Eugene N. Dubay

                  

                
	 
      	
                  Name:

                	
                  Eugene
      N. Dubay

                
	 
      	
                  Title:

                	
                  President
      and Chief Executive
Officer

                


        

      

    

    


    
      
        	
                APL
      LAUREL MOUNTAIN, LLC

              
	 
      	 
      
	
                By:

              	
                Atlas
      Pipeline Operating Partnership, L.P., its sole member

              
	 
      	 
      
	
                By:

              	
                Atlas
      Pipeline Partners GP, LLC, its general partner

              
	 
      	 
      
	
                By:

              	
                
                  /s/
      Eugene N. Dubay

                

              
	 
      	
                Name:

              	
                Eugene
      N. Dubay

              
	 
      	
                Title:

              	
                President
      and Chief Executive Officer

              


      

    

    


    Signature
Page to Formation and Exchange Agreement