MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 9.12.
28
9.13 Set-Off. The provisions of Section 10.7 of the Secured Hedging Facility
Agreement are incorporated herein by reference.
9.14 Final Agreement of the Parties. THIS AGREEMENT AND THE OTHER HEDGING
FACILITY DOCUMENTS CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR
WRITTEN NEGOTIATIONS AND AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF. THE
PROVISIONS OF THIS AGREEMENT MAY NOT BE EXPLAINED, SUPPLEMENTED OR QUALIFIED
THROUGH EVIDENCE OR TRADE USAGE OR A PRIOR COURSE OF DEALING. IN ENTERING INTO
THIS AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT, REPRESENTATION,
WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT THOSE EXPRESSLY SET FORTH IN
THIS AGREEMENT AND THE HEDGING FACILITY DOCUMENTS. THERE ARE NO CONDITIONS
PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY
STATED IN THIS AGREEMENT.
[Signatures on following pages]
29
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
[
], a [
] limited
partnership By:
Atlas Resources, LLC,
a Pennsylvania limited liability
company,
its general partner
By:
Name:
Title:
[Signature Page]
SECURITY AGREEMENT
PARTICIPATING PARTNERSHIP - SECURED HEDGING FACILITY
WELLS FARGO BANK, NATIONAL, ASSOCIATION, as the Collateral Agent By:
Jason M. Hicks, Managing Director
[Signature Page]
SECURITY AGREEMENT
PARTICIPATING PARTNERSHIP - SECURED HEDGING FACILITY
[SCHEDULES TO BE ADDED]
32
ANNEX 1
SECURITY AGREEMENT SUPPLEMENT
This Security Agreement Supplement, dated
, 20
is
delivered pursuant to Section 5.3(b) of the Security Agreement referred to
below. All defined terms herein shall have the meanings ascribed thereto or
incorporated by reference in the Security Agreement. The undersigned hereby
certifies that the representations and warranties in Article IV of the Security
Agreement are and continue to be true and correct. The undersigned further
agrees that this Security Agreement Supplement may be attached to that certain
Security Agreement, dated [
], 201[
], between the
undersigned, as the Grantor, and Wells Fargo Bank, National Association, as the
Collateral Agent, (the "Security Agreement") and that the Equity Interests
listed on Schedule I to this Amendment shall be considered Pledged Interests and
become a part of the Collateral referred to in said Security Agreement and shall
secure all Secured Obligations referred to in said Security Agreement.
[
] By:
Name:
Title:
33
SCHEDULE I TO SECURITY AGREEMENT SUPPLEMENT
EQUITY INTERESTS
Name of Grantor
Issuer
Certificate
Number(s)
Number of
Shares
Class of
Stock
Percentage of
Outstanding
Shares
EXHIBIT F
to Secured Hedging Facility Agreement
FORM OF COMPLIANCE CERTIFICATE
[to be attached]
F-1
EXHIBIT F
FORM OF COMPLIANCE CERTIFICATE
The undersigned, a Financial Officer of the Master General Partner, hereby
certifies that he/she is the [
] of Atlas Resources, LLC, a
Pennsylvania limited liability company (the "Master General Partner"), and that
as such he/she is authorized to execute this certificate on behalf of the Master
General Partner. With reference to the Secured Hedging