8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 9, 2010

Atlas Energy Resources, LLC

(Exact name of registrant as specified in its chapter)

Delaware	1-33193	75-3218520
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, PA	15108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 412-262-2830

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On April 9, 2010, Atlas Energy Resources, LLC (“Atlas”), a wholly owned subsidiary of Atlas Energy, Inc. (“ATLS”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Reliance Marcellus, LLC (“Reliance”), a wholly-owned subsidiary of Reliance Industries Limited, pursuant to which Atlas agreed, and agreed to cause certain of its subsidiaries, to sell to Reliance a 40% undivided interest (the “Conveyed Interests” and, together with Atlas’s remaining 60% undivided interest, the “Joint Acreage”) in horizons located from the bottom of the Tully formation to the bottom of the Oriskany formation within a defined area of mutual interest (the “AMI”) comprised of undeveloped acreage in Allegheny, Armstrong, Butler, Cambria, Clarion, Clearfield, Fayette, Greene, Indiana, McKean, Somerset, Washington and Westmoreland Counties, Pennsylvania and Preston County, West Virginia, together with associated contracts and data. The total subject undeveloped acreage is approximately 300,000 gross acres (approximately 120,000 net acres to Reliance) and excludes specified acreage around existing production. Reliance Industries Limited provided a guaranty of Reliance’s payment and performance obligations under the Purchase Agreement and, as discussed below, will provide at closing a guaranty of its drilling carry obligation. ATLS provided a guaranty, which will remain in effect for up to 7.5 years, of Atlas’s payment and performance obligations under the Purchase Agreement and the Development Agreement, described below. The Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Purchase Price

Reliance will pay Atlas approximately $340 million in cash at closing for the Conveyed Interests. In addition, at closing, the parties will enter into a Participation and Development Agreement (the “Development Agreement”), described below, pursuant to which Reliance will bear 75% of Atlas’s share of certain development costs, up to a maximum of approximately $1.36 billion and pursuant to which Atlas and Reliance will participate in the exploration and development of the Joint Acreage and of any other properties jointly acquired by the parties in the AMI (collectively, the “Joint Interests”).

Closing

The closing of the transaction contemplated by the Purchase Agreement is conditioned upon the receipt of the consent of the lenders under Atlas’s secured credit facility and other customary closing conditions.

Representations and Warranties

The Purchase Agreement contains customary representations and warranties, including with respect to corporate power and authority, no conflicts, consents, bankruptcy, foreign person, written claims and litigation, material contracts, no violation of laws, preferential rights, taxes, brokers’ fees, royalties, permits, environmental matters and selling subsidiaries. This summary and the Purchase Agreement have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Atlas or Reliance. The representations and warranties contained in the Purchase Agreement are made to, and solely for the benefit of, the parties to the Purchase Agreement. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged in connection with signing the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement are made for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of the Purchase Agreement and are modified in important respects by the confidential disclosure letters.

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Post-Closing Remedies

Atlas and Reliance have agreed that, after the closing, they will indemnify each other for breaches of representations, warranties and covenants. In addition, Atlas has agreed that, with respect to uncured title defects with respect to the Conveyed Interests, Atlas will assign substitute acreage to Reliance, reduce the Drilling Carry Obligation, described below, or other cash obligations owed by Reliance under the Development Agreement or indemnify Reliance.

Participation and Development Agreement

The parties have agreed to enter into the Development Agreement at the closing of the transaction contemplated by the Purchase Agreement. The Development Agreement will remain in effect until the twelfth anniversary of the closing date unless earlier terminated by written agreement of the parties. The form of the Development Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference.

Development Costs and Drilling Carry Obligation

Atlas will hold a 60% participating interest share of the Joint Interests, and Reliance will hold a 40% participating interest share of the Joint Interests. Each party must generally pay its participating interest share of all development costs arising under the Development Agreement or under any applicable joint operating agreement (each, a “JOA”). However, Reliance will bear 75% of Atlas’s share of development costs that are capital expenditures, up to a maximum of approximately $1.36 billion, subject to possible adjustment for title defects as described above (the “Drilling Carry Obligation”). The Drilling Carry Obligation will end on the earlier to occur of (a) the date on which the entire amount of the Drilling Carry Obligation has been paid by Reliance, and (b) 5.5 years after the closing date, unless extended for certain circumstances, including if 85% or more of the wells proposed in the parties’ multi-year plan have been drilled to their target depths as of such date, in which case the drilling carry period will be extended for two additional years.

As security for Reliance’s performance of the Drilling Carry Obligation, Reliance will provide for four years an irrevocable letter of credit in the amount of $300 million, with a cumulative drawing amount of $550 million. The cumulative drawing amount will be reduced by the amounts of all payments that Reliance makes under the Drilling Carry Obligation and of drawings under the letter of credit. Reliance Industries Limited will also provide a guarantee in the amount of $850 million for the Drilling Carry Obligation that will remain in effect for up to 7.5 years.

Operator Arrangements

The parties will enter into one or more JOA for each drilling unit and all or any portion of the Joint Interests prior to drilling. Atlas (or its designated subsidiary) will be designated to serve as the operator under each JOA (the “Operator”) and will operate the Joint Interests in accordance with the terms of the JOA (subject to the terms of the Development Agreement). Unless Atlas is required to operate pursuant to third-party contractual obligations, then one year after closing, Reliance may elect to become the Operator of a project area that it selects from among four possible project areas. If Reliance meets certain benchmarks with respect to the first project area, then it will have the right to become Operator of a second project area and then, similarly, of a third project area. The Operator may be removed for good cause, including for material breaches of the Operator’s obligations, failure to cure any such breach within 60 days, and fraud, willful misconduct or gross negligence in the performance of its duties under the Development Agreement or under a JOA, and for certain transfers of the Joint Interests.

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Area of Mutual Interest

Atlas will serve as the exclusive leasing agent for properties in the AMI. If the Operator acquires any additional acreage in the AMI for the purpose of completing a drilling unit, the other party will be obligated to purchase its participating interest share of such additional acreage. If Atlas acquires any additional acreage in the AMI that is not for the purpose of completing a drilling unit, Reliance will have the option to purchase its participating interest share of such additional acreage (“Option Acreage”) on the same material terms and conditions. If Reliance chooses not to do so, Atlas will retain 100% of the Option Acreage, which will be excluded from the AMI and will not be governed by the Development Agreement or by any JOA.

Reliance’s Right of First Offer

If Atlas desires to sell more than 5% of the interest it holds as of the closing date in acreage outside the AMI to any non-affiliate, then Reliance may make an offer to purchase such interest. Atlas must accept Reliance’s offer if it is (a) for all of the interests to be sold by Atlas; (b) solely for cash and (on a present value basis) at least $8,000 per net acre; and (c) no less favorable to Atlas than the terms and conditions of the Development Agreement. The right of first offer will terminate on the tenth anniversary of the closing date.

Standstill Agreement

At the closing of the transaction contemplated by the Purchase Agreement, Atlas, ATLS, Reliance and Reliance Industries Limited will enter into a standstill agreement pursuant to which Reliance and Reliance Industries Limited will agree, for five years and subject to certain exceptions, not to take any action to acquire any securities or a majority of the assets of ATLS or Atlas, nor to take certain other actions with respect to the voting securities of Atlas and ATLS. The form of the standstill agreement is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 9, 2010, ATLS issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 12, 2010, ATLS held a presentation for investors, analysts and others regarding the transaction described in Item 1.01 hereto (the “Presentation”), which was accessible over the Internet and by conference call. At the Presentation, ATLS discussed certain financial and other information relating to the transaction (the “Presentation Materials”), the Purchase Agreement, the Development Agreement and other items, after which it held a live question and answer session. A copy of the conference call transcript is attached as Exhibit 99.2 hereto and is incorporated herein by reference. The furnishing of the transcript is not intended to constitute a representation that such furnishing is required by Regulation FD or that the transcript includes material investor information that is not otherwise publicly available. The Presentation Materials, together with a reconciliation to GAAP of certain non-GAAP financial measures, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

The information in Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended. In addition, Atlas does not assume any obligation to update such information in the future.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1	Purchase and Sale Agreement, dated April 9, 2010.*
2.2	Form of Participation and Development Agreement.*
2.3	Form of Standstill, AMI and Transfer Restriction Agreement.
99.1	Press Release, dated April 9, 2010.
99.2	The transcript of conference call held on April 12, 2010.
99.3	Presentation Materials.

* The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Atlas Energy Resources, LLC
Date: April 13, 2010	By:	/S/    MATTHEW A. JONES
	Name:	Matthew A. Jones
	Its:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Purchase and Sale Agreement, dated April 9, 2010.*
2.2	Form of Participation and Development Agreement.*
2.3	Form of Standstill, AMI and Transfer Restriction Agreement.
99.1	Press Release, dated April 9, 2010.
99.2	The transcript of conference call held on April 12, 2010.
99.3	Presentation Materials.

* The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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EX-2.1

Exhibit 2.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

between

ATLAS ENERGY RESOURCES, LLC

as Seller,

and

RELIANCE MARCELLUS, LLC

as Buyer

dated

April 9, 2010

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INTERPRETATION		1
Section 1.1	Defined Terms	1
Section 1.2	References	15
Section 1.3	Articles and Sections	15
Section 1.4	Construction	15
ARTICLE II PURCHASE AND SALE		16
Section 2.1	Purchase and Sale	16
Section 2.2	Excluded Assets	17
ARTICLE III PURCHASE PRICE		17
Section 3.1	Purchase Price	17
Section 3.2	Adjustments to Purchase Price	17
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER		17
Section 4.1	Organization; Existence	17
Section 4.2	Authorization; Enforceability	18
Section 4.3	No Conflicts	18
Section 4.4	Consents	18
Section 4.5	Bankruptcy	18
Section 4.6	Foreign Person	19
Section 4.7	Claims and Litigation	19
Section 4.8	Applicable Contracts	19
Section 4.9	No Violation of Laws	20
Section 4.10	Preferential Rights	20
Section 4.11	Taxes	20
Section 4.12	Brokers’ Fees	21
Section 4.13	Tax Partnerships	21
Section 4.14	Royalties, Etc.	21
Section 4.15	Permits	21
Section 4.16	Environmental Matters	21
Section 4.17	Selling Subsidiaries	22
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER		22

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Section 5.1	Organization; Existence	22
Section 5.2	Authorization; Enforceability	22
Section 5.3	No Conflicts	23
Section 5.4	Consents	23
Section 5.5	Bankruptcy	23
Section 5.6	Claims and Litigation	23
Section 5.7	Financing	23
Section 5.8	Independent Evaluation	23
Section 5.9	Brokers’ Fees	24
Section 5.10	Accredited Investor	24
Section 5.11	Oil and Gas Interests	24
Section 5.12	Regulatory	24
Section 5.13	Interests in Seller	24
ARTICLE VI CERTAIN AGREEMENTS		24
Section 6.1	Conduct of Business	24
Section 6.2	Notifications	25
Section 6.3	Exclusivity/No-Shop	25
Section 6.4	Conditions	25
Section 6.5	Negotiations with LMM	26
ARTICLE VII BUYER’S CONDITIONS TO CLOSING		26
Section 7.1	Representations	26
Section 7.2	Performance	26
Section 7.3	No Legal Proceedings; Illegality	26
Section 7.4	Closing Deliverables	26
ARTICLE VIII SELLER’S CONDITIONS TO CLOSING		27
Section 8.1	Representations	27
Section 8.2	Performance	27
Section 8.3	No Legal Proceedings; Illegality	27
Section 8.4	Closing Deliverables	27
ARTICLE IX CLOSING		27
Section 9.1	Closing	27
Section 9.2	Place of Closing	27
Section 9.3	Closing Obligations	28

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Section 9.4	Records	29
ARTICLE X ACCESS AND DISCLAIMERS		29
Section 10.1	Access for Title Due Diligence	29
Section 10.2	Confidentiality	30
Section 10.3	Lessee History	30
Section 10.4	Disclaimers	30
ARTICLE XI TITLE MATTERS; TRANSFER RESTRICTIONS		32
Section 11.1	General Disclaimer of Title Warranties and Representations	32
Section 11.2	Notice of Title Defects; Defect Adjustments	32
Section 11.3	No Hire of Title Professionals	38
Section 11.4	Substitute Acreage	38
Section 11.5	Casualty or Condemnation Loss	39
Section 11.6	Consents to Assign	39
Section 11.7	Loss of Conveyed Interests	41
ARTICLE XII ASSUMPTION; SURVIVAL; INDEMNIFICATION		41
Section 12.1	Assumption by Buyer	41
Section 12.2	Indemnities of Seller	41
Section 12.3	Indemnities of Buyer	42
Section 12.4	Limitation on Liability	43
Section 12.5	Express Negligence	43
Section 12.6	Exclusive Remedy	43
Section 12.7	Indemnification Procedures	44
Section 12.8	Survival	45
Section 12.9	Waiver of Right to Rescission	45
Section 12.10	Insurance; Taxes	45
Section 12.11	Non-Compensatory Damages	46
Section 12.12	Disclaimer of Application of Anti-Indemnity Statutes	46
ARTICLE XIII TERMINATION, DEFAULT AND REMEDIES		46
Section 13.1	Right of Termination	46
Section 13.2	Failure to Close and Remedies	47
Section 13.3	Effects of Termination	47
Section 13.4	Return of Documentation and Confidentiality	47
ARTICLE XIV MISCELLANEOUS		47
Section 14.1	Exhibits and Schedules	47

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Section 14.2	Expenses and Taxes	48
Section 14.3	Tax Treatment	48
Section 14.4	Allocation of Consideration for Tax Purposes	49
Section 14.5	Seller’s Like Kind Exchange	49
Section 14.6	Assignment	50
Section 14.7	Preparation of Agreement	50
Section 14.8	Publicity	50
Section 14.9	Notices	50
Section 14.10	Further Cooperation	51
Section 14.11	Filings, Notices and Certain Governmental Approvals	51
Section 14.12	Entire Agreement; Conflicts; Confidentiality Agreement	52
Section 14.13	Parties in Interest	52
Section 14.14	Amendment	52
Section 14.15	Waiver; Rights Cumulative	52
Section 14.16	Governing Law; Jurisdiction; Jury Waiver	53
Section 14.17	Severability	54
Section 14.18	Multiple Counterparts	54

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LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit A	Leases
Exhibit B	Form of Assignment
Exhibit C	Form of Buyer Parent Guarantee
Exhibit D	Form of Standstill Agreement
Exhibit E	Form of Letter of Credit Agreement
Exhibit F	Form of Tax Partnership Agreement
Exhibit G	Form of Participation Agreement
Exhibit H	Core Area
Exhibit I	Form of Gas Gathering Acknowledgements
Schedules
Schedule 1.1	Excluded Assets
Schedule 4.4	Consents
Schedule 4.7	Claims and Litigation
Schedule 4.8	Applicable Contracts
Schedule 4.9	Violations
Schedule 4.10	Preferential Rights
Schedule 4.11	Taxes
Schedule 4.13	Tax Partnerships
Schedule 4.16	Environmental Matters
Schedule 11.3	Title Professionals

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 9th day of April 2010 (the “Execution Date”), by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Seller”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties,” or individually as a “Party.”

Recitals

WHEREAS, the Parties desire to participate together in the exploration and development of the Assets (as defined hereinafter) and certain other oil and gas interests on the terms and conditions set forth in the Participation Agreement (as defined hereinafter);

WHEREAS, in connection therewith, the Parties desire that Seller and the Selling Subsidiaries convey to Buyer, and that Buyer acquire from Seller and the Selling Subsidiaries, an undivided forty percent (40%) of the interest held by Seller and the Selling Subsidiaries in the Assets (but excluding the Excluded Assets) (each as defined hereinafter); and

WHEREAS, the Parties acknowledge and agree that the transactions contemplated by the Participation Agreement and other Transaction Documents (as defined hereinafter) are integral to the transactions contemplated hereby and that the execution of the Transaction Documents to be executed at the Closing (as defined hereinafter) in accordance with the terms hereof shall be conditions to the Parties’ obligations to effect the Closing.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Defined Terms. In addition to the terms defined in the preamble of this Agreement, for the purposes hereof, the following expressions and terms shall have the meanings set forth in this Section 1.1, unless the context otherwise requires:

“AAA” shall mean the American Arbitration Association.

“AAA Rules” shall mean the Commercial Arbitration Rules of the AAA, in effect at the time the relevant arbitration is initiated.

“Acquisition Costs” shall have the meaning set forth in the Participation Agreement.

“Adjusted Purchase Price” shall have the meaning set forth in Section 3.2(a).

“Affiliate” shall mean, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such first Person. The term “control” and its derivatives with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other voting interests, by contract or otherwise.

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“Aggregate Deductible” shall mean $7,000,000.

“Agreement” shall have the meaning set forth in the preamble.

“Allocable Amount” shall have the meaning set forth in Section 14.4.

“Allocated Value,” with respect to any of the Conveyed Interests, shall mean the amount set forth on Exhibit A under the column “Allocated Value” for such Conveyed Interests.

“Allocation Schedule” shall have the meaning set forth in Section 14.4.

“AMI” shall have the meaning set forth in the Participation Agreement.

“Applicable Contracts” shall mean the Contracts listed on Part 1 of Schedule 4.8.

“Applicable Operating Agreement” shall have the meaning set forth in the Participation Agreement.

“Asset Taxes” shall mean ad valorem, property, excise, severance, production or similar taxes (including any interest, fine, penalty or additions to tax imposed by a Governmental Authority in connection with such taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise taxes and similar taxes, and (b) Transfer Taxes.

“Assets” shall mean one hundred percent (100%) of the right, title and interest in the assets and properties listed in Section 2.1 (as distinguished from the undivided forty percent (40%) interest set forth in such Section 2.1), held by Seller and the Selling Subsidiaries as of the Execution Date.

“Assignment” shall mean the Assignment from Seller and the Selling Subsidiaries to Buyer pertaining to the Conveyed Interests, in the form attached to this Agreement as Exhibit B.

“Assumed Obligations” shall have the meaning set forth in Section 12.1.

“Atlas Credit Agreement” means that certain Credit Agreement, dated as of June 29, 2007, among Seller and certain Subsidiaries named therein, as guarantors, Atlas Energy Operating Company, LLC, as borrower, the administrative agent party and the lenders each party thereto.

“Buyer” shall have the meaning set forth in the preamble.

“Buyer Deliverables” shall have the meaning set forth in Section 9.3(a).

“Buyer Indemnified Parties” shall have the meaning set forth in Section 12.2.

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“Buyer Material Adverse Effect” shall mean an event or circumstance that, individually or in the aggregate, results in, or reasonably could be expected to result in, a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and the Transaction Documents.

“Buyer Parent” shall mean Reliance Industries Ltd.

“Buyer Parent Guarantee” means that certain Guarantee Agreement, dated as of the Closing Date, from Buyer Parent in favor of Seller in the form attached to this Agreement as Exhibit C.

“Buyer’s Representatives” shall have the meaning set forth in Section 10.1(a).

“Claim Notice” shall have the meaning set forth in Section 12.7(b).

“Closing” shall have the meaning set forth in Section 9.1.

“Closing Date” shall have the meaning set forth in Section 9.1.

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

“Competing Transaction” means any proposal or offer from or to, or any agreement or understanding with, any Third Party relating to any direct or indirect acquisition, in one transaction or a series of transactions, of interests in all or a material portion of the Assets (excluding the Excluded Assets), or any transaction such as the transaction contemplated by this Agreement and the Transaction Documents, in each case other than this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

“Confidentiality Agreement” shall mean that certain Confidentiality Agreement between Atlas Energy, Inc. and Reliance Exploration & Production DMCC, dated January 25, 2010.

“Contract” shall mean any written or oral contract, agreement, franchise, license agreement, purchase order, binding bid, commitment or any other legally binding arrangement, excluding, however, any Lease, Right of Way or other instrument creating or evidencing an interest in the Conveyed Interests that constitute real or immovable property and any Debt Instrument.

“Covered Claim” shall have the meaning set forth in Section 14.16(b).

“Conveyed Depths” means the oil and gas horizons that exist at a depth from the bottom of the Tully formation and beneath the Tully formation to the bottom of the Oriskany formation.

“Conveyed Interests” shall have the meaning set forth in Section 2.1.

“Core Area” means those certain areas within Fayette, Greene, Washington and Westmoreland Counties, Pennsylvania described on Exhibit H.

“Cure Period” shall have the meaning set forth in Section 11.2(c).

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“Customary Post-Closing Consents” shall mean the consents and approvals from Governmental Authorities for the assignment of the Conveyed Interests to Buyer that are customarily obtained after the assignment of properties similar to the Conveyed Interests.

“Debt Instrument” shall mean any indenture, mortgage, loan, credit agreement, sale leaseback arrangement, guaranty of any obligation, bond, letter of credit or similar financial Contract.

“Defensible Title” shall mean such title of Seller and the Selling Subsidiaries that:

(a) with respect to each Lease shown in Exhibit A, entitles Seller or a Selling Subsidiary to receive not less than the percentage set forth on Exhibit A as the Net Revenue Interest of all Hydrocarbons produced, saved and marketed from such Lease;

(b) with respect to each Lease shown in Exhibit A, obligates Seller or a Selling Subsidiary to bear a percentage of the costs and expenses relating to the maintenance, development and operation of such Lease that is not greater than the Working Interest set forth in Exhibit A for such Lease, except increases in Working Interest to the extent that they are accompanied by a proportionate increase in the Net Revenue Interest of Seller or a Selling Subsidiary, with respect to such Lease;

(c) with respect to each Lease shown in Exhibit A, entitles Seller or a Selling Subsidiary to the Net Acres set forth in Exhibit A with respect to such Lease; and

(d) with respect to the Conveyed Interests, (i) is free and clear of all Encumbrances, other than Permitted Encumbrances, (ii) if a preferential purchase right applies to such Conveyed Interests, in connection with the transaction contemplated by this Agreement such preferential purchase right has been waived in writing or the time period during which such preferential purchase right must be exercised has expired (without such preferential purchase right having been exercised), and (iii) if the consent of the lessor party applies to such Conveyed Interests in connection with the transaction contemplated by this Agreement, such consent has been granted in writing.

“Drilling Carry Cap” shall have the meaning set forth in the Participation Agreement.

“Drilling Carry Termination Date” shall have the meaning set forth in the Participation Agreement.

“ECA Agreements” shall mean that certain letter agreement, dated effective as of September 4, 2009, among Atlas America, LLC, Energy Corporation of America and Eastern Corporation of America and the Operating Agreement, dated as of August 13, 2009, between Energy Corporation of America and Atlas America, LLC, collectively.

“Effective Time” shall mean 12:01 a.m. (Eastern Time) on the Closing Date.

“Encumbrance” shall mean any lien, mortgage, security interest, defect, irregularity, pledge, charge or encumbrance.

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“Environmental Condition” shall mean (a) a Release of a Hazardous Substance at or from any of the Assets (excluding the Excluded Assets) which Seller or any Selling Subsidiary was required to report to a Governmental Authority pursuant to Environmental Law prior to the Execution Date; or (b) the existence on or before the Execution Date with respect to an Asset (excluding the Excluded Assets), or the operation thereof, of any environmental pollution, contamination, degradation, damage or injury caused by or related to an Asset (excluding the Excluded Assets) for which remedial or corrective action is presently required (or if known, would be presently required) by the Seller or any Selling Subsidiary under Environmental Laws; provided, however, that any such condition that would not result in any Liabilities to Buyer as holder of the Conveyed Interests shall not be considered an Environmental Condition.

“Environmental Laws” shall mean all applicable federal, state, and local Laws in effect on or before the Execution Date, relating to pollution or the protection of human health, safety, welfare, natural resources, and the environment, including those Laws relating to the Release or threatened Release of, or exposure to, Hazardous Substances, and those relating to the generation, manufacture, distribution, use, processing, treatment, storage, transportation, disposal, arrangement for transport or disposal, or other management of Hazardous Substances. The term “Environmental Laws” does not include good or desirable operating practices or standards that may be employed or adopted by other oil and gas well operators or recommended by a Governmental Authority that are not enforceable under Environmental Law.

“Environmental Permit” shall mean any Permit required to be held by Seller or any of the Selling Subsidiaries pursuant to Environmental Law.

“Excluded Assets” shall mean all right, title and interest of Seller, any of the Selling Subsidiaries, or any of their Affiliates in and to any asset not expressly included in the definition of “Assets,” including: (a) all corporate minute books, financial records and other business records to the extent not related to the Assets; (b) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Assets with respect to any period of time prior to the Effective Time; (c) all claims and causes of action of Seller or any of its Affiliates arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds); (d) all rights and interests of Seller or any of its Affiliates (i) under any policy or agreement of insurance or indemnity agreement, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property prior to the Effective Time; (e) all right, title and interest in any oil, gas or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests in oil, gas and other minerals relating to the Excluded Depths; (f) all claims of Seller or any of its Affiliates for refunds of or loss carry forwards with respect to (i) production or any other Asset Taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Excluded Assets; (g) all personal property of Seller or any of its Affiliates not included within the definition of “Conveyed Interests”; (h) all audit rights arising under any of the Applicable Contracts (or otherwise) with respect to any period prior to the Effective Time or to any of the Excluded Assets; (i) all geophysical and other seismic and related technical data and information relating to the Oil and Gas Interests to the extent that such geophysical and other seismic and related technical data and information is not transferable without payment of a fee or other penalty to a Party other than Seller or any Affiliate of Seller that Buyer has not separately agreed in writing to pay, each such fee or penalty (and the related agreement or instrument) being described in Part A of Schedule 1.1; (j) documents prepared or received by Seller or any of its Affiliates with respect to (i) lists of prospective purchasers for transactions compiled by Seller, any of its Affiliates or their respective representatives, (ii) bids submitted by other prospective purchasers of interests in all or any portion of the Assets, (iii) analyses by Seller, any of its Affiliates or their respective representatives of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller, any of its Affiliates or any of their respective representatives, and any prospective purchaser (other than Buyer or any of its Affiliates, Subsidiaries, or its or their representatives), and (v) correspondence between Seller, any of its Affiliates or any of their respective representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement; (k) any offices, office leases or personal property located on any of the Leases that are not directly related to the Conveyed Interests; (l) all Hedge Agreements that are not Applicable Contracts; (m) all Contracts that are not Applicable Contracts; (n) any well (whether completed, abandoned, in the process of being drilled, prospective, producing or non-producing) listed on Part B of Schedule 1.1 and the 20-acre spacing unit (for any well drilled vertically) or the 80-acre spacing unit (for wells drilled horizontally), as applicable, surrounding such well that has been excluded from the gross acres for the applicable Leases associated with such well set forth on Exhibit A, and all Hydrocarbons produced, or to be produced, and sold or to be sold, from such wells; (o) any well (whether completed, abandoned, in the process of being drilled, prospective, producing or non-producing) that is completed solely in the Excluded Depths and any production of Hydrocarbons from the Excluded Depths (except for wells and associated Hydrocarbons associated with drilling or other operations in the Excluded Depths in which Buyer participates pursuant to the Participation Agreement); (p) all rights, obligations and liabilities under the ECA Agreements to the extent relating to an Excluded Asset; and (q) all rights, obligations and Liabilities related to that item of litigation listed as item number 1 on Schedule 4.7.

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“Excluded Depths” shall mean any oil and gas horizons not included in the definition of “Conveyed Depths.”

“Exercise Period” shall have the meaning set forth in Section 11.6(e).

“Execution Date” shall have the meaning set forth in the preamble.

“Federal Courts” shall have the meaning set forth in Section 14.16(b).

“Gas Gathering Acknowledgement” shall mean the letter agreements, dated as of the Closing Date, in the form attached as Exhibit I.

“Governmental Authority” shall mean any foreign, federal, state, regional, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any arbitrator or tribal authority having or asserting jurisdiction.

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“Hazardous Substances” shall mean any: (a) chemical, product, material, substance or waste defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant,” or words of similar meaning or import found in any Environmental Law; (b) petroleum hydrocarbons, petroleum products, petroleum substances, natural gas, crude oil, or any components, fractions, or derivatives thereof Released into the environment; or (c) asbestos containing materials, polychlorinated biphenyls, radioactive materials, urea formaldehyde foam insulation, NORM, or radon gas.

“Hedge Agreements” shall mean all of the rights, titles and interests of Seller, any Selling Subsidiary or any of their respective Affiliates in and to any swap, collar, floor, cap, option or other contract or agreement (including sales contracts with fixed prices) which is intended to reduce or eliminate the risk of fluctuations in the price of Hydrocarbons related to the Assets (excluding the Excluded Assets).

“Hydrocarbons” shall mean oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals produced in association therewith.

“Indemnified Party” shall have the meaning set forth in Section 12.7(a).

“Indemnifying Party” shall have the meaning set forth in Section 12.7(a).

“Indemnity Cap” shall have the meaning set forth in Section 12.4(b).

“Individual Title Threshold” shall have the meaning set forth in Section 11.2(i)(i).

“Joint Operating Agreement” shall have the meaning set forth in the Participation Agreement.

“Knowledge” shall mean, (a) with respect to Seller, the actual knowledge of Rich Weber, Matt Jones, Brett Loflin and Daniel Herz and (b) with respect to Buyer, the actual knowledge of Walter Van De Vijver, Jagannatha Kumar and Vaibhav Sharma.

“Law” shall mean any applicable statute, law, rule (including rules of common law), regulation, ordinance, order, code, ruling, writ, injunction, judgment, settlement, decree or other official act or legally enforceable requirement of or by any Governmental Authority.

“Leases” shall have the meaning set forth in Section 2.1(a).

“Letter of Credit” shall mean the Letter of Credit as defined in and in the form attached to the Letter of Credit Agreement.

“Letter of Credit Agreement” shall mean the Letter of Credit Agreement, dated as of the Closing Date, by and between Seller and Buyer in the form attached hereto as Exhibit E.

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“Liabilities” shall mean any and all claims, causes of actions, payments, charges, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines or costs and expenses, including any reasonable fees of attorneys, experts, consultants, accountants and other professional representatives and legal or other expenses incurred in connection therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts or otherwise.

“Like Kind Exchange Assets” shall mean those Assets (excluding the Excluded Assets) that are transferred to the Qualified Intermediary by Seller and/or the Selling Subsidiaries and then by the Qualified Intermediary to Buyer, as contemplated by Section 14.5.

“LMM” shall have the meaning set forth in the Participation Agreement.

“Material Adverse Effect” shall mean an event, change or circumstance that (a) individually or in the aggregate, results in, or reasonably could be expected to result in, a material adverse effect on the ownership or operation of the Assets (excluding the Excluded Assets), taken as a whole and as currently operated as of the Execution Date or (b) a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement; provided, however, that for the purposes of clause (a) hereof, none of the following shall constitute a Material Adverse Effect, or shall be taken into account in determining whether a Material Adverse Effect shall have occurred: (i) subject to the last sentence of Section 4.3, any effect resulting from announcing this Agreement or the Transaction Documents or from entering into or consummating the transactions contemplated by this Agreement; (ii) any effect resulting from changes in general market, economic, financial or political conditions; (iii) changes in conditions or developments generally applicable to the oil and gas industry generally or with respect to any area or areas in which the Assets are located, (iv) acts of God, including hurricanes, storms and other natural disasters; (v) civil unrest or similar disorder, terrorist acts or any outbreak of hostilities or war, (vi) any effect resulting from a change in Laws from and after the Execution Date; (vii) any reclassification or recalculation of reserves in the ordinary course of business; (viii) any changes in the prices of Hydrocarbons; (ix) any effect resulting from any action taken by Buyer or any of its Affiliates, other than pursuant to this Agreement, (x) any effect resulting from any action taken by Seller or any of its Affiliates with the Buyer’s consent and (xi) natural declines in well performance.

“Net Acre” shall mean, as computed separately with respect to each Lease, (a) the number of gross acres in the lands covered by such Lease, multiplied by (b) the undivided percentage interest in oil, gas or other minerals covered by such Lease in such lands, multiplied by (c) Seller’s or a Selling Subsidiary’s, as applicable, Working Interest in such Lease; provided that if items (b) and/or (c) vary as to different areas of such lands (including depths) covered by such Lease, a separate calculation shall be done for each such area as if it were a separate Lease.

“Net Revenue Interest” shall mean, with respect to any Lease, the interest in and to all Hydrocarbons produced, saved, and sold from or allocated to such Lease, after giving effect to all royalties, overriding royalties, production payments, carried interests, net profits interests, reversionary interests, and other burdens upon, measured by, or payable out of production therefrom.

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“New York Courts” shall have the meaning set forth in Section 14.16(b).

“NORM” shall mean naturally occurring radioactive material.

“Oil and Gas Interests” shall have the meaning set forth in Section 2.1(a).

“Option Acreage” shall have the meaning set forth in the Participation Agreement.

“Participation Agreement” shall mean the Participation and Development Agreement, dated as of the Closing Date, between Seller and Buyer, in the form attached as Exhibit G.

“Party” and “Parties” shall have the respective meanings given to such terms in the preamble.

“Participating Interest Share” shall have the meaning set forth in the Participation Agreement.

“Permit” shall mean any permit, water right (including water withdrawal, storage, discharge, treatment and disposal rights) license, registration, consent, order, approval, variance, exemption, waiver, franchise, right or other authorization obtained from any Governmental Authority.

“Permitted Encumbrances” shall mean:

(a) lessor’s royalties, non-participating royalties, overriding royalties, reversionary interests, and similar burdens upon, measured by, or payable out of production if the net cumulative effect of such burdens does not (i) operate to reduce the Net Revenue Interest of Seller or any Selling Subsidiary in any Lease below the Net Revenue Interest set forth on Exhibit A for such Lease, (ii) obligate Seller or any Selling Subsidiary to bear a Working Interest for any Lease that is greater than the Working Interest set forth on Exhibit A for such Lease (unless the Net Revenue Interest for such Lease is greater than the Net Revenue Interest set forth on Exhibit A in the same proportion as any increase in such Working Interest), or (iii) reduce the Net Acres for any Lease to an amount less than the Net Acres set forth in Exhibit A for such Lease;

(b) liens for Asset Taxes or assessments not yet due or delinquent or, if delinquent, that are being contested in good faith in the normal course of business;

(c) Customary Post-Closing Consents;

(d) conventional rights of reassignment upon final intention to abandon or release the Assets;

(e) such Title Defects as Buyer may have waived in writing;

(f) all applicable Laws and rights reserved to or vested in any Governmental Authority (i) to control or regulate any Asset in any manner; (ii) by the terms of any right, power, grant or Permit, or by any provision of Law, to terminate such right, power, grant or Permit or to purchase, condemn, expropriate, or recapture or to designate a purchaser of any of the Assets; (iii) to use such property in a manner which does not materially impair the use of such property for the purposes for which it is currently owned; and (iv) to enforce any obligations or duties affecting the Assets to any Governmental Authority with respect to any Permit;

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(g) rights of a common owner of any interest in rights-of-way or easements currently held by Seller or any Selling Subsidiary and such common owner as tenants in common or through common ownership;

(h) easements, conditions, covenants, restrictions, servitudes, Permits, rights-of-way, surface leases and other rights in the Assets for the purpose of surface operations, roads, alleys, highways, railways, pipelines, transmission lines, transportation lines, distribution lines, power lines, telephone lines, and removal of timber, grazing, logging operations, canals, ditches, reservoirs, and other like purposes, or for the joint or common use of real estate, rights-of-way, facilities, and equipment, in each case, that (i) do not materially impair the use or operation of the Assets for the purposes of oil and gas development and (ii) would be accepted by a reasonably prudent and sophisticated buyer in the business of owning, exploring, developing and operating similar oil and gas properties;

(i) zoning and planning ordinances and municipal regulations;

(j) vendors, carriers, warehousemen’s, repairmen’s, mechanics, workmen’s, materialmen’s, construction or other like liens arising by operation of Law in the ordinary course of business or incident to the construction or improvement of any property in respect of obligations which are not yet due in the normal course of business or which are being contested in good faith by appropriate proceedings by or on behalf of Seller or any of the Selling Subsidiaries;

(k) liens created under Leases or Applicable Contracts or by operation of Law in respect of obligations that are not yet due;

(l) any encumbrance affecting the Conveyed Interests that is discharged by Seller at or prior to Closing;

(m) the terms and conditions of any Applicable Contracts or other Contract specifically set forth on Schedule 4.8

(n) the other matters specifically set forth on Exhibit A;

(o) the terms and conditions of this Agreement; and

(p) all other charges, encumbrances, agreements, instruments, obligations, defects, and irregularities (but not liens) affecting the Assets that individually or in the aggregate (i) are not such as to materially interfere with the operation or use of any of the Assets (as currently owned and operated), (ii) would be accepted by a reasonably prudent and sophisticated buyer in the business of owning, exploring, developing and operating similar oil and gas properties and (iii) do not (A) reduce the Net Revenue Interest of Seller in any Lease below the Net Revenue Interest set forth on Exhibit A for such Lease, (B) obligate Seller to bear a Working Interest for any Lease that is greater than the Working Interest set forth on Exhibit A for such Lease (unless the Net Revenue Interest for such Lease is greater than the Net Revenue Interest set forth on Exhibit A in the same proportion as any increase in such Working Interest), or (C) reduce the Net Acres for any Lease to an amount less than the Net Acres set forth in Exhibit A for such Lease.

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“Person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.

“Pre-Closing Asset Tax Return” shall have the meaning set forth in Section 14.2(c).

“Pref Right Cure Period” shall have the meaning set forth in Section 11.6(e).

“Purchase Price” shall have the meaning set forth in Section 3.1.

“Qualified Intermediary” shall mean the exchange facilitator contemplated in Section 14.5.

“Records” shall have the meaning set forth in Section 2.1(c).

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

“Reliance Production” shall have the meaning set forth in the Participation Agreement.

“Remediation” shall mean, with respect to an Environmental Condition, the implementation and completion of any investigatory, cleanup, monitoring, remedial, removal, response, construction, closure, disposal, treatment, containment, mitigation or other corrective actions to the extent required under Environmental Laws to correct or remove such Environmental Condition.

“Seller” shall have the meaning set forth in the preamble.

“Seller Deliverables” shall have the meaning set forth in Section 9.3(b).

“Seller Indemnified Parties” shall have the meaning set forth in Section 12.3.

“Seller Parent” shall mean Atlas Energy, Inc., a Delaware corporation.

“Selling Subsidiaries” shall mean, collectively, Atlas America, LLC, Viking Resources, LLC and Atlas Resources, LLC, and “Selling Subsidiary” shall mean any one of the foregoing Subsidiaries of Seller, individually.

“Signing Guarantees” shall mean, collectively, the guarantee executed by Buyer Parent as of the date hereof and the guarantee executed by Seller Parent as of the date hereof.

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“Standstill Agreement” shall mean the Standstill, AMI and Transfer Restriction Agreement, by and among Seller, Seller Parent, Buyer and Buyer Parent, in the form attached hereto as Exhibit D.

“Straddle Period” shall mean any tax period beginning before and ending on or after the Effective Time.

“Subject Counties” shall mean Allegheny, Armstrong, Butler, Cambria, Clarion, Clearfield, Fayette, Greene, Indiana, McKean, Somerset, Washington and Westmoreland Counties, Pennsylvania, and Preston County, West Virginia.

“Subsidiary” shall mean, with respect to any Person, any other Person of which such first Person owns or controls fifty one percent (51%) or more of the outstanding equity securities, either directly or indirectly through an unbroken chain of entities as to each of which fifty one percent (51%) or more of the outstanding equity securities is owned directly or indirectly by its parent. For the avoidance of doubt, the term “Subsidiary” does not include any oil and gas investment partnership with respect to which any Affiliate of Seller is a general partner.

“Substitute Acreage” shall mean leases (or interests therein) covering (a) lands that constitute Option Acreage with respect to which Buyer has exercised its option to acquire its Participating Interest Share pursuant to the Participation Agreement or (b) lands acquired by Seller in the AMI within six months after the end of the Cure Period for the applicable Title Defect (but expressly excluding acreage offered as Option Acreage to Buyer pursuant to Section 6.3 of the Participation Agreement and with respect to which Buyer has declined to exercise its option to acquire its Participating Interest Share), in each case that Seller shall have substituted for acreage subject to Title Defects pursuant to Sections 11.2(d)(ii) and 11.4.

“Substitution Date” shall have the meaning set forth in Section 11.4(b).

“Tax Partnership” shall have the meaning set forth in Section 14.3.

“Tax Partnership Agreement” shall mean the Tax Partnership Agreement, dated as of the Closing Date, between Seller, the Selling Subsidiaries and Buyer, in the form attached hereto as Exhibit F.

“Termination Date” shall have the meaning set forth in Section 13.1(b).

“Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

“Third Party Claim” shall have the meaning set forth in Section 12.7(c).

“Title Arbitrator” shall have the meaning set forth in Section 11.2(j).

“Title Benefit” shall mean, any right, circumstance or condition that, as of the Execution Date, operates to (a) increase the Net Revenue Interest of Seller or any Selling Subsidiary in any Lease to an amount above the Net Revenue Interest set forth on Exhibit A for such Lease, to the extent that such right, circumstance or condition does not cause a proportionately greater increase in Seller’s or any Selling Subsidiary’s Working Interest for such Lease above the Working Interest set forth in Exhibit A for such Lease, (b) obligate Seller or any Selling Subsidiary to bear a Working Interest in any Lease that is less than the Working Interest set forth on Exhibit A for such Lease, to the extent that such right, circumstance or condition does not cause any decrease in Seller’s or any Selling Subsidiary’s Net Revenue Interest for such Lease below the Net Revenue Interest set forth in Exhibit A for such Lease, or (c) increase the Net Acres of Seller or any Selling Subsidiary in any Lease to greater than that shown therefor in Exhibit A.

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“Title Benefit Amount” shall mean the increase over the Allocated Value for the Conveyed Interests attributed to the affected Lease caused by a Title Benefit, as determined pursuant to Section 11.2(h) or 11.2(j).

“Title Benefit Cash Call Payment Amount” shall have the meaning set forth in Section 11.2(e).

“Title Benefit Notice” shall have the meaning set forth in Section 11.2(b).

“Title Deductible” shall mean $20,000,000.

“Title Defect” shall mean any lien, charge, Encumbrance, defect, or other matter that, as of the Execution Date, causes Seller or any Selling Subsidiary not to have Defensible Title in and to the Conveyed Interests; provided that the following shall not be considered Title Defects:

(a) defects in the chain of title or in the Lease itself consisting of the failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another Person’s superior claim of title to the relevant Asset;

(b) defects arising solely out of lack of survey or lack of metes and bounds descriptions, unless a survey is expressly required by applicable Law;

(c) defects arising out of lack of corporate or other entity authorization unless Buyer provides 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 Asset;

(d) defects based on a gap in Seller’s or any Selling Subsidiary’s chain of title in the county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or landman’s title chain or runsheet, which documents shall be included in any Title Defect Notice submitted with respect thereto;

(e) defects arising from any change in applicable Law after the Execution Date, including changes that would raise the minimum landowner royalty;

(f) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for seven and a half (7.5) years or more;

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(g) defects that have been cured by applicable Laws of limitations or prescription, including adverse possession and the doctrine of laches;

(h) defects arising from any tax sale of the relevant Asset that occurred after January 1, 1940 and before January 1, 1989, unless Buyer provides affirmative evidence that such defect results in another Person’s superior claim of title to the relevant Asset;

(i) defects arising from or relating to the outcome of minimum royalty or related litigation;

(j) defects arising from prior oil and gas leases relating to the Leases that are not surrendered of record;

(k) ownership of coal rights severed from the remainder of the surface rights and/or the oil and gas estate relating to any of the Leases that is not certified in the applicable title opinion for such Lease to the extent not materially impairing the use or operation of the Assets for the purpose of oil and gas development;

(l) any Asset subject to Clean and Green Status, Agricultural Security Agreements, Agricultural Conservation Easements or any other type of Conservation Easement;

(m) any Asset subject to executed and recorded landowner consents for surface mining on such Asset to the extent the same does not materially impair Buyer’s use or ownership of the Asset;

(n) any defect that affects only which Person has the right to receive royalty payments (rather than the amount of such royalty) and that does not affect the validity of the underlying Lease, and to the extent the same does not (i) reduce the Net Revenue Interest of Seller or any Selling Subsidiary in any Lease below the Net Revenue Interest set forth on Exhibit A for such Lease, (ii) obligate Seller or any Selling Subsidiary to bear a Working Interest for any Lease that is greater than the Working Interest set forth on Exhibit A for such Lease (unless the Net Revenue Interest for such Lease is greater than the Net Revenue Interest set forth on Exhibit A in the same proportion as any increase in such Working Interest), or (iii) reduce the Net Acres for any Lease to an amount less than the Net Acres set forth in Exhibit A for such Lease;

(o) any preferential purchase right attached to an Asset that (in connection with the transactions contemplated by this Agreement) either has been waived in writing or for which the time period during which such preferential purchase right must be exercised has expired (without the exercise of such preferential purchase right); and

(p) any lessor consent under a Lease that (in connection with the transactions contemplated by this Agreement) has been granted in writing.

“Title Defect Amount” shall have the meaning set forth in Section 11.2(d)(ii)(A).

“Title Defect Cash Call Payment Amount” shall have the meaning set forth in Section 11.2(d)(ii)(A).

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“Title Defect Claim Date” shall have the meaning set forth in Section 11.2(a).

“Title Defect Notice(s)” shall have the meaning set forth in Section 11.2(a).

“Title Defect Property” shall have the meaning set forth in Section 11.2(a).

“Title Dispute” shall have the meaning set forth in Section 11.2(j).

“Transaction Documents” shall mean those documents executed pursuant to or in connection with this Agreement, including the Assignments, the Participation Agreement (and the documents and instruments executed in connection therewith), the Tax Partnership Agreement, the Signing Guarantees, the Buyer Parent Guarantee, the Letter of Credit Agreement, and the Standstill Agreement.

“Transfer Taxes” shall have the meaning set forth in Section 14.2(b).

“Treasury Regulations” shall mean the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute, temporary or final Treasury Regulations.

“Working Interest” shall mean the interest in and to a Lease that is burdened with the obligation to bear and pay costs and expenses of maintenance, development and operations on or in connection with such Lease, but without regard to the effect of any royalties, overriding royalties, production payments, net profits interests and other similar burdens upon, measured by, or payable out of production therefrom.

Section 1.2 References. The words “hereby,” “herein,” “hereinafter,” “hereof,” “hereto,” “hereunder,” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular article, section, or provision of this Agreement. References in this Agreement to articles, sections, exhibits, or schedules are to such articles, sections, exhibits, or schedules of this Agreement unless otherwise specified.

Section 1.3 Articles and Sections. This Agreement, for convenience only, has been divided into articles and sections. The rights and other legal relations of the Parties shall be determined from this Agreement as an entirety and without regard to the aforesaid division into articles and sections and without regard to headings prefixed to such articles and sections.

Section 1.4 Construction. Whenever the context requires, reference herein made to a single number shall be understood to include the plural, and likewise, the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine, and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as applicable, unless otherwise indicated. The term “including” shall mean “including without limitation.” All references herein to “$” or “dollars” shall refer to the lawful currency of the United States.

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ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to, and to cause the Selling Subsidiaries to, sell to Buyer, and Buyer agrees to purchase and pay for, the interests described below in and to the following (less and except for any such assets that Seller or any Selling Subsidiary does not own as of the Effective Time as a result of actions taken or inaction after the Execution Date in compliance with Section 6.1), but subject to any re-conveyance obligation provided pursuant to the terms of Section 11.2(d)(ii)(B), owned or held as of the Execution Date, such interests in such assets and properties described in clauses (a), (b) and (c) of this Section 2.1 shall be referred to herein collectively as the “Conveyed Interests”:

(a) an undivided forty percent (40%) of all of Seller’s and each Selling Subsidiary’s right, title and interest in and to the oil, gas and/or mineral leases, subleases, fee interests, fee mineral interests, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character in oil, gas and/or minerals in place described in Exhibit A, with respect only to the Conveyed Depths (collectively, the “Leases”), together with any and all leasehold interests and other rights, titles and interests of Seller or any Selling Subsidiary in and to, or arising in connection with (i) the leasehold estates created by the Leases, and (ii) the interest in any pooled acreage, communitized acreage or units arising on account of the Leases having been pooled, communitized or unitized into such units (such undivided forty percent (40%) of Seller’s and any Selling Subsidiary’s interest in such units, collectively with the Leases, the “Oil and Gas Interests”);

(b) an undivided forty percent (40%) of all of Seller’s and each Selling Subsidiary’s right, title and interest in and to the following assets and properties, to the extent, and only to the extent, that such assets and properties are associated with the Oil and Gas Interests:

(i) all Applicable Contracts, but only with respect to rights and obligations arising thereunder from and after the Effective Time; and

(ii) all geophysical and other seismic and related technical data and information relating to the Oil and Gas Interests (except to the extent that such geophysical and other seismic and related technical data and information is not transferable without payment of a fee or other penalty to a Party other than Seller or any Affiliate of Seller that Buyer has not separately agreed in writing to pay, each such fee or penalty (and the related agreement or instrument) being described in Schedule 1.1); and

(c) except to the extent to which the transfer or disclosure of which would be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree to undertake or pay in connection therewith), copies of and the right to use any files, records, maps, information and data of Seller or any Selling Subsidiary or any of its Affiliates, whether written or electronically stored, including (i) land and title records (including abstracts of title, title opinions, and title curative documents); (ii) contract files; (iii) correspondence; and (iv) operations, environmental, production and accounting and Asset Tax records, in each case, to the extent concerning the Conveyed Interests described in clauses (a), (b) and (c) of this Section 2.1 and excluding any information that cannot, without unreasonable effort or expense that Buyer does not agree to undertake or pay, as applicable, be separated from any files, records, maps, information and data relating to the Excluded Assets (the “Records”).

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Section 2.2 Excluded Assets. Notwithstanding anything to the contrary, Seller and its Affiliates shall reserve and retain all of the Excluded Assets, and Buyer shall have no interest in, to and under, nor any obligations or liabilities with respect to, any Excluded Assets.

ARTICLE III

PURCHASE PRICE

Section 3.1 Purchase Price. The purchase price for the sale of the Conveyed Interests as contemplated by Section 2.1 shall be an amount equal to $339,367,815 (the “Purchase Price”), as adjusted pursuant to this Agreement, to be paid by Buyer to Seller (or any Selling Subsidiary or Qualified Intermediary designated by Seller) in United States currency by direct bank deposit or wire transfer in same day funds at the Closing.

Section 3.2 Adjustments to Purchase Price.

(a) The Purchase Price shall be adjusted downward by any amount determined pursuant to Section 11.5 or 11.7 for any Conveyed Interests excluded from the conveyance at Closing pursuant thereto, and the resulting amount shall be herein called the “Adjusted Purchase Price”.

(b) As soon as reasonably practicable (but in no event later than two (2) business days prior to the anticipated Closing Date), Seller shall prepare and submit to Buyer a written notice setting forth the estimated Adjusted Purchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of delivery of such notice.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer the following as of the Execution Date and, if the Closing occurs, will be deemed to have represented and warranted to Buyer the following as of the Closing Date only:

Section 4.1 Organization; Existence. Seller is a limited liability company duly organized, formed, validly existing and in good standing under the laws of the state of Delaware, and the Selling Subsidiaries are entities duly organized, formed, validly existing and in good standing under the laws of the state of their incorporation. Seller and each Selling Subsidiary has all requisite limited liability company power and authority to own and operate its property and to carry on its business as now conducted. Seller and each Selling Subsidiary is duly licensed or qualified to do business in, and is in good standing in, all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not result in a Material Adverse Effect.

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Section 4.2 Authorization; Enforceability. Seller has full limited liability company power and authority, and each Selling Subsidiary has full power and authority, to enter into and perform this Agreement and each of the Transaction Documents to which it is a party and the transactions contemplated herein and therein. The execution, delivery, and performance by Seller and each Selling Subsidiary of this Agreement have been duly and validly authorized and approved by all necessary limited liability company action on the part of Seller. This Agreement, and each of the Transaction Documents to which Seller and each Selling Subsidiary is a party, when executed and delivered by Seller and each Selling Subsidiary, will be the valid and binding obligation of Seller, and each such Selling Subsidiary, as applicable, and enforceable against Seller and each such Selling Subsidiary, as applicable, in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting the rights of creditors generally, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 4.3 No Conflicts. Subject to the receipt of all consents and approvals contemplated by Section 4.4 (or referenced in Schedule 4.4), the execution, delivery, and performance by Seller of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated herein and therein do (or will) not (a) conflict with or result in a violation or breach of or default under any provisions of the organizational documents or other governing documents of Seller and each of the Selling Subsidiaries, (b) conflict with, result in a violation, breach of, or default or the creation of any Encumbrance under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Lease, Applicable Contract, note, bond, mortgage, indenture, license, or other agreement to which Seller or any Selling Subsidiary is a party or by which Seller, any Selling Subsidiary or the Conveyed Interests may be bound, or (c) violate any Law applicable to Seller, any Selling Subsidiary or any of the Assets (excluding the Excluded Assets), except in the case of clauses (b) and (c) where such conflict, violation, breach or default would not result in a Material Adverse Effect; provided, however, that with respect to a breach of Section 4.3(b) with respect to any Asset (excluding the Excluded Assets), such breach will be treated as a defect of title that is subject exclusively to Article XI of this Agreement. For purposes of this Section 4.3, Material Adverse Effect shall be determined without giving effect to clause (i) of the proviso to clause (a) of the definition of Material Adverse Effect.

Section 4.4 Consents. Except (a) as set forth in Schedule 4.4, (b) for the preferential purchase right set forth in Schedule 4.10, and (c) for Customary Post-Closing Consents, there are no consents or other restrictions on assignment, including requirements for consents from Third Parties to any assignment (in each case) that is required or would be applicable in connection with the transfer of the Conveyed Interests (assuming the various limitations “to the extent assignable” are not present in the definition of “Conveyed Interests” for this purpose), the execution and delivery of this Agreement and the Transaction Documents, or for or in connection with the consummation of the transactions and the performance of the terms and conditions contemplated hereby and thereby by Seller or any Selling Subsidiary.

Section 4.5 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Seller’s Knowledge, threatened against Seller Parent, Seller or any Selling Subsidiary, and none of Seller Parent, Seller or any Selling Subsidiary is insolvent or generally not paying its debts as they become due.

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Section 4.6 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and each Selling Subsidiary is an entity that is “disregarded as separate from its owner” within the meaning of Section 301.7701-3(a) of the Treasury Regulations.

Section 4.7 Claims and Litigation. Except as set forth in Schedule 4.7, there is no written claim for any breach of contract, tort or violation of Law or any suit, action or litigation by any Person or before any Governmental Authority, and no legal, administrative or arbitration proceedings, in each case, pending, or to Seller’s Knowledge, threatened against Seller or any Selling Subsidiary with respect to its ownership of the Conveyed Interests that would have a Material Adverse Effect.

Section 4.8 Applicable Contracts.

(a) Part I of Schedule 4.8 sets forth all Applicable Contracts.

(b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8 and except for such matters that would not, individually or in the aggregate, result in a Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and all amendments thereto. Neither Seller nor any Selling Subsidiary has received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8.

(c) Except as set forth on Schedule 4.8, and except for the Transaction Documents that are executed on the Closing Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including:

(i) any joint operating agreement to which the Conveyed Interests are subject;

(ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests;

(iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests;

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(iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests;

(v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated;

(vi) any Contract that contains a call on production from the Conveyed Interests;

(vii) any Contract that is a Debt Instrument; or

(viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery.

Section 4.9 No Violation of Laws. Except as set forth on Schedule 4.9, (a) there is no uncured violation by Seller or any Selling Subsidiary of any applicable Laws with respect to the ownership and operation of the Assets (excluding the Excluded Assets), except where such violations, individually or in the aggregate, would not result in a Material Adverse Effect, and (b) to Seller’s Knowledge, there is no uncured violation by any other Person of any applicable Laws with respect to the ownership and operation of the Assets (excluding the Excluded Assets), except where such violations, individually or in the aggregate, would not result in a Material Adverse Effect. This Section 4.9 does not relate in any way to environmental matters, including compliance with Environmental Laws, it being agreed that such matters are covered by and dealt with exclusively in Section 4.16.

Section 4.10 Preferential Rights. Except as set forth on Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Conveyed Interests in connection with the transactions contemplated hereby.

Section 4.11 Taxes. Except as disclosed in Schedule 4.11:

(a) all material Asset Taxes that have become due and payable have been properly paid;

(b) all material returns with respect to Asset Taxes that are required to be filed by the owner of the Assets (excluding the Excluded Assets) have been filed;

(c) no material administrative or judicial proceeding with respect to Asset Taxes has been commenced or is presently pending before any Governmental Authority; and

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(d) there are no material liens for taxes (including any interest, fine, penalty or additions to tax imposed by a Governmental Authority in connection with such taxes) on the Conveyed Interests, other than statutory liens for current taxes not yet due.

Section 4.12 Brokers’ Fees. Neither Seller nor any Selling Subsidiary has incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement or the Transaction Documents for which Buyer or any Affiliate of Buyer shall have any responsibility.

Section 4.13 Tax Partnerships. Except as set forth on Schedule 4.13, none of the Assets (excluding the Excluded Assets) is held by or is subject to any contractual arrangement between any one or more of Seller and any Selling Subsidiary, on the one hand, and any other Person, on the other hand, whether owning undivided interests therein or otherwise, that is classified as a partnership for United States federal tax purposes and no transfer of any part of the Assets (excluding the Excluded Assets) pursuant to this Agreement is treated as a transfer of an interest or interests in any such partnership, and, to the extent that any of the Assets (excluding the Excluded Assets) are deemed by agreement or applicable Law to be held by a partnership for federal tax purposes, except as set forth on Schedule 4.13, each such partnership has or shall have in effect an election under Section 754 of the Code that will apply with respect to the acquisition by Buyer of the Conveyed Interests.

Section 4.14 Royalties, Etc. Exhibit A contains a true, accurate and complete list of all royalties, overriding royalties, and other burdens on the Oil and Gas Interests and the beneficiaries thereof; provided, however, that any breach of the foregoing representation and warranty will be treated as a defect of title that is subject exclusively to Article XI of this Agreement. Except as set forth on Exhibit A, none of Seller, the Selling Subsidiaries, or any of their respective Affiliates, is the beneficiary of any royalties, overriding royalties or other burdens on the Oil and Gas Interests.

Section 4.15 Permits. Seller and the Selling Subsidiaries possess all material Permits required to be obtained from any Governmental Authority for conducting its business with respect to the Assets (excluding the Excluded Assets) as presently conducted, and there are no material uncured violations of the terms and provisions of such authorizations. With respect to each such Permit, none of Seller or any Selling Subsidiary has received written notice from any Governmental Authority of any violation of such Permits that remains uncured.

Section 4.16 Environmental Matters. Except as set forth on Schedule 4.16:

(a) With respect to the Assets (excluding the Excluded Assets), neither Seller nor any of the Selling Subsidiaries has entered into, or, to the Knowledge of Seller, is subject to, any agreements, consents, orders, decrees, judgments, or other binding consensual arrangements or commitments pursuant to Environmental Laws that impose conditions that prevent the development or operation of a material portion of the Assets (excluding the Excluded Assets) by the Seller or any Selling Subsidiary.

(b) Neither Seller nor any of the Selling Subsidiaries has received written notice from any Person of any (i) Release or threatened Release of Hazardous Substances at or from any of the Assets (excluding the Excluded Assets) or (ii) event, condition, circumstance, activity, practice or incident concerning any land, facility, asset or property included in the Assets (excluding the Excluded Assets), in each case that (A) prevents, restricts, delays or otherwise interferes with (1) compliance by Seller or any of the Selling Subsidiaries or the Assets (excluding the Excluded Assets) with any Environmental Law or the terms of any Environmental Permits, or (2) the development of the Assets (excluding the Excluded Assets) or operation thereof, or (B) gives rise to or results in any Liability of Seller or any of the Selling Subsidiaries to any Person which, in the case of either clause (A) or (B) would be material in nature.

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(c) Seller and each Selling Subsidiary has made available to Buyer complete and accurate copies of all environmental assessment and audit reports and studies and all similar documentation and correspondence in the possession of or control of Seller or any of the Selling Subsidiaries and addressing potentially material environmental Liabilities or obligations relating to ownership or operation of the Assets (excluding the Excluded Assets).

(d) With respect to the Assets (excluding the Excluded Assets), there are no material uncured violations of any Environmental Law.

(e) The Assets (excluding the Excluded Assets) are not subject to any Environmental Condition.

Section 4.17 Selling Subsidiaries. The Selling Subsidiaries are the only Subsidiaries of the Seller that own any right, title or interest in the assets and properties identified in Section 2.1.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller the following as of the Execution Date and, if the Closing occurs, will be deemed to have represented and warranted to Seller the following as of the Closing Date only:

Section 5.1 Organization; Existence. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Delaware. Buyer has all requisite limited liability company power and authority to own and operate its property and to carry on its business as now conducted. Buyer is duly licensed or qualified to do business and is in good standing in all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not result in a Buyer Material Adverse Effect.

Section 5.2 Authorization; Enforceability. Buyer has full limited liability company power and authority to enter into and perform this Agreement and each of the Transaction Documents to which Buyer is a party and the transactions contemplated herein and therein. The execution, delivery, and performance by Buyer of this Agreement have been duly and validly authorized and approved by all necessary limited liability company action on the part of Buyer. This Agreement, and each of the Transaction Documents to which Buyer is a party, when executed and delivered by Buyer, will be the valid and binding obligation of Buyer and enforceable against Buyer in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting the rights of creditors generally, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

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Section 5.3 No Conflicts. The execution, delivery, and performance by Buyer of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein do not (a) conflict with or result in a violation or breach of or default under any provisions of the organizational documents or other governing documents of Buyer, (b) conflict with, result in a violation, breach of, default, the creation of any Encumbrance under, or give rise to any right of termination, cancellation, or acceleration under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, or other agreement to which Buyer is a party or by which Buyer or any of its property may be bound, or (c) violate any Law applicable to Buyer or any of its property, except in the case of clauses (b) and (c) where such conflict, violation, breach or default would not result in a Buyer Material Adverse Effect.

Section 5.4 Consents. No material consent, approval, authorization or Permit of, or filing with or notification to, any Person or Governmental Authority is required for or in connection with the execution and delivery of this Agreement and the Transaction Documents or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby and thereby by Buyer.

Section 5.5 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Buyer’s Knowledge, threatened against Buyer, and Buyer is not insolvent or generally not paying its debts as they become due.

Section 5.6 Claims and Litigation. There is no suit, action, investigation or inquiry by any Person by or before any Governmental Authority, and no legal, administrative, or arbitration proceedings pending, or to Buyer’s Knowledge, threatened in writing against Buyer, or to which Buyer is a party, in each case that would result in a Buyer Material Adverse Effect.

Section 5.7 Financing. Buyer has, or will at Closing have, available to it sufficient funds to consummate the transactions contemplated by this Agreement.

Section 5.8 Independent Evaluation. Buyer is sophisticated in the evaluation, purchase, ownership, development, investment in and operation of oil and gas properties. In making its decision to enter into this Agreement and to consummate the transaction contemplated herein, Buyer, except to the extent of Seller’s and the Selling Subsidiaries’ express representations and warranties in Article IV, has relied on its own independent investigation, review and analysis of the Assets and the Conveyed Interests, which investigation, review and analysis was done by Buyer and its own legal, tax, economic, environmental, geological and geophysical, engineering and other advisors. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller or any representatives or consultants or advisors engaged by or otherwise purporting to represent Seller or any Affiliate of Seller (except the specific representations and warranties of Seller set forth in Article IV). Buyer hereby acknowledges and agrees that, other than the representations and warranties made in Article IV, none of Seller or any of Seller’s or Seller’s Affiliates’ representatives, consultants or advisors make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Assets or the Conveyed Interests, including as to the environmental or physical condition of and contractual arrangements and other matters affecting the Assets or the Conveyed Interests. As of the Execution Date, Buyer has no Knowledge of any breach of any representation, warranty or covenant of Seller given hereunder.

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Section 5.9 Brokers’ Fees. Neither Buyer nor any of its Affiliates has incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller or Seller’s Affiliates shall have any responsibility.

Section 5.10 Accredited Investor. Buyer is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended, and will acquire the Conveyed Interests for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder, any applicable state blue sky Laws or any other applicable securities Laws.

Section 5.11 Oil and Gas Interests. Other than as contemplated by this Agreement and the Transaction Documents, as of the Execution Date, Buyer and its Affiliates have no interests in any, nor have they entered into any contracts or agreements to acquire any, oil, gas and/or mineral leases, subleases, fee mineral interests, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and other similar interests in oil, gas and/or minerals in place in the Subject Counties.

Section 5.12 Regulatory. Buyer is, and shall continue to be, qualified to own and hold and, as applicable, assume operatorship of oil, gas and mineral leases in all jurisdictions where the Conveyed Interests to be transferred to Buyer are located, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not cause Buyer to be disqualified as such an owner or operator.

Section 5.13 Interests in Seller. Neither Buyer nor any of its Affiliates owns any equity or debt security issued by Seller or any of its Affiliates, including Seller Parent.

ARTICLE VI

CERTAIN AGREEMENTS

Section 6.1 Conduct of Business. Seller agrees that, from and after the Execution Date until the earlier of the Closing and termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement or as consented to in writing by Buyer, Seller will (and will cause the Selling Subsidiaries to):

(a) not amend or waive any material right under or terminate (other than by failing to renew an existing term), or permit any of its Affiliates to amend or waive any material right under or terminate (other than by failing to renew an existing term), an Applicable Contract;

(b) not transfer, sell, mortgage, pledge, encumber or dispose of (or permit any Affiliates to do any of the foregoing) any portion of the Conveyed Interests except for (i) encumbrances of the foregoing type that would be Permitted Encumbrances, and (ii) dispositions where a reasonably prudent lessee would do the same;

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(c) not grant or create any preferential right to purchase, right of first opportunity or other transfer restriction or requirement with respect to the Conveyed Interests;

(d) use commercially reasonable efforts to maintain in full force and effect all Oil and Gas Interests, except where any such Oil and Gas Interest terminates pursuant to its existing terms or where a reasonably prudent operator would not maintain the same; and

(e) not agree, whether in writing or otherwise, to do any of the things Seller has agreed not to do in this Section 6.1.

Buyer agrees that the acts or omissions of the other working interest owners (including the operators), that are not Seller or any controlled Affiliates of Seller Parent, under that certain Agreement between Atlas America, LLC and PC Exploration, Inc., dated effective as of May 16, 2008 (Contract No. 08-008), and the ECA Agreements, and which Assets Seller or its Affiliates do not have the contractual right to control, shall not constitute a breach of this Section 6.1, nor shall any action required by a vote of such working interest owners constitute such a breach so long as Seller and the controlled Affiliates of Seller Parent have voted their interest in a manner consistent with the provisions of this Section 6.1.

Section 6.2 Notifications. Buyer and Seller agree that, from and after the Execution Date until the earlier of the Closing and termination of this Agreement in accordance with its terms, they will each promptly notify the other Party in writing of any event, change or circumstance that could cause a failure of any of the conditions set forth in Articles VII and VIII.

Section 6.3 Exclusivity/No-Shop. Seller agrees that, from and after the Execution Date until the earlier of the Closing and termination of this Agreement in accordance with its terms, Seller will not, and will cause its Affiliates, and its and their employees, representatives, agents, brokers, investment bankers and any other Person engaged by or acting on behalf of Seller or any Affiliate of Seller not to, directly or indirectly, (a) solicit, initiate, facilitate or knowingly encourage any Competing Transaction or any inquiries or the making of any proposal that constitutes or reasonably could be expected to lead to a Competing Transaction, or (b) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate with any Person in any way with respect to, or execute or enter into any contract or agreement with respect to any potential Competing Transaction. Seller further agrees that from and after the Execution Date, until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller will, and will cause all of its Affiliates, and all of its and their employees, representatives, agents, brokers, investment bankers and any other Person engaged by or acting on behalf of Seller or any Affiliate of Seller to, cease and cause to be terminated immediately all existing discussions or negotiations with any Person (other than Buyer and its Affiliates) with respect to any Competing Transaction.

Section 6.4 Conditions. Buyer and Seller will use their respective reasonable best efforts (including complying with the payment obligations set forth in Section 9 of the Letter of Credit Agreement and, if required, the incurrence of other customary and reasonable costs and fees) to cause the conditions set forth in Articles VII and VIII to be satisfied prior to or on the Closing Date; provided that this Section 6.4 shall in no event require Buyer or Seller to waive any condition applicable to it.

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Section 6.5 Negotiations with LMM. Seller agrees that from and after the Execution Date through the earlier of the Closing and any termination of this Agreement in accordance with the provisions of Article XIII, Buyer and its Affiliates shall be permitted to approach LMM for the purpose of discussing and entering into a separate gas gathering agreement with LMM covering Reliance Production.

ARTICLE VII

BUYER’S CONDITIONS TO CLOSING

The obligations of Buyer to consummate the transactions provided for herein are subject to the satisfaction (or waiver by Buyer) on or prior to the Closing of each of the following conditions (except for those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions):

Section 7.1 Representations. The representations and warranties of Seller (a) set forth in Sections 4.2 and 4.12 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, (b) set forth in this Agreement that are qualified by “Material Adverse Effect” shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date), and (c) otherwise set forth in Article IV and not dealt with in clauses (a) and (b) above shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date), except to the extent that failure of such representations and warranties described in the clause (c) to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect. To the extent that, as of the Execution Date, Buyer has any Knowledge of any breach of any representation or warranty of Seller given hereunder, such breach shall not be taken into account for purposes of determining whether the condition set forth in this Section 7.1 has been satisfied.

Section 7.2 Performance. Seller shall have performed or complied in all material respects with the obligations, agreements, and covenants of Seller contained in this Agreement as to which performance or compliance by Seller is required prior to or at the Closing Date.

Section 7.3 No Legal Proceedings; Illegality. No material suit, action, or other proceeding brought by a Governmental Authority seeking to restrain, prohibit, enjoin, or declare illegal the Closing or the consummation of the transactions contemplated by this Agreement or the Transaction Documents shall be pending. No order, award or judgment shall have been issued by any Governmental Authority to restrain, prohibit, enjoin, or declare illegal the Closing.

Section 7.4 Closing Deliverables. Seller shall have delivered to Buyer the Seller Deliverables.

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ARTICLE VIII

SELLER’S CONDITIONS TO CLOSING

The obligations of Seller to consummate the transactions provided for herein are subject to the satisfaction (or waiver by Seller) on or prior to the Closing of each of the following conditions precedent (except for those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions):

Section 8.1 Representations. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified 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 a Buyer Material Adverse Effect.

Section 8.2 Performance. Buyer shall have performed or complied in all material respects with the obligations, agreements, and covenants of Buyer contained in this Agreement as to which performance or compliance by Buyer is required prior to or at the Closing Date.

Section 8.3 No Legal Proceedings; Illegality. No material suit, action, or other proceeding brought by a Governmental Authority seeking to restrain, prohibit, or declare illegal the Closing or the consummation of the transactions contemplated by this Agreement or the Transaction Documents shall be pending. No order, award or judgment shall have been issued by any Governmental Authority to restrain, prohibit, enjoin, or declare illegal the Closing.

Section 8.4 Closing Deliverables. Buyer shall have delivered to Seller the Buyer Deliverables.

Section 8.5 Letter of Credit. Seller shall have received a duly executed and binding Letter of Credit, including a letter from JPMorgan Chase Bank, N.A. confirming the Letter of Credit.

ARTICLE IX

CLOSING

Section 9.1 Closing. Subject to the terms and conditions stated in this Agreement, the sale by Seller and/or the Selling Subsidiaries, and the purchase by Buyer, of the Conveyed Interests, pursuant to this Agreement (the “Closing”) shall occur on the third (3rd) business day after the conditions to Closing in Article VII and VIII have been satisfied (except for those conditions that by their nature are to be satisfied at the Closing), or such other date as Buyer and Seller may agree upon in writing. The date of the Closing shall be the “Closing Date.”

Section 9.2 Place of Closing. The Closing shall be held on the Closing Date at 10:00 a.m., New York Time, at the offices of Jones Day located at 222 East 41st Street, New York, NY 10017, or such other time and place as the Parties may mutually agree.

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Section 9.3 Closing Obligations.

(a) On the Closing Date, Buyer will deliver or cause to be delivered to Seller the following items (all documents, other than the Letter of Credit, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer or, if applicable, Buyer Parent or Buyer’s Affiliates) (collectively, the “Buyer Deliverables”):

(i) The Adjusted Purchase Price to an account or accounts designated by Seller (for the account of Seller, any Selling Subsidiary, or any Qualified Intermediary designated by Seller in writing to Buyer no later than three (3) business day prior to Closing) by direct bank deposit or wire transfer in same day funds; Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Subject Counties;

(ii) The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the Standstill Agreement;

(iii) The Buyer Parent Guarantee;

(iv) The Letter of Credit, duly executed and delivered by the State Bank of India;

(v) The Gas Gathering Acknowledgements; and

(vi) A certificate from an officer of Buyer certifying on behalf of Buyer that the conditions set forth in Sections 8.1 and 8.2 have been satisfied.

(b) On the Closing Date, Seller will deliver or cause to be delivered to Buyer the following items (all documents will be duly executed and acknowledged, where required, by an authorized signatory of Seller or, if applicable, Seller Parent or Seller’s Affiliates, including the Selling Subsidiaries) (collectively, the “Seller Deliverables”):

(i) Assignments covering the Conveyed Interests in sufficient counterparts for recordation in each of the Subject Counties;

(ii) The Participation Agreement, the Tax Partnership Agreement, the Letter of Credit Agreement and the Standstill Agreement;

(iii) The written consent of JPMorgan Chase Bank, N.A., as administrative agent under the Atlas Credit Agreement, to the consummation of the transactions contemplated by this Agreement and the Transaction Documents;

(iv) Releases of any Lien on the Conveyed Interests under the Atlas Credit Agreement;

(v) Executed statements described in Treasury Regulation §1.1445-2(b)(2) from Seller certifying that it is neither a foreign person nor a disregarded entity within the meaning of the Code;

(vi) The Gas Gathering Acknowledgements; and

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(vii) A certificate from an officer of Seller certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been satisfied.

Section 9.4 Records. Following the Closing and for so long as may be reasonably necessary (but not to exceed six (6) months) Seller shall provide (and shall cause the Selling Subsidiaries to provide) to Buyer reasonable access to the Records for purposes of allowing Buyer, at Buyer’s sole cost and expense, to copy the Records. If information relating to Excluded Assets is included in the Records, Seller shall arrange, at Buyer’s request, for the redaction, at Buyer’s sole cost and expense, of such information.

ARTICLE X

ACCESS AND DISCLAIMERS

Section 10.1 Access for Title Due Diligence.

(a) From and after the Execution Date and up to and including the Title Defect Claim Date, solely to conduct Buyer’s due diligence investigation of title matters relating to the Assets (excluding the Excluded Assets) for purposes of Article XI, Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants and other representatives of Buyer designated by Buyer (collectively, “Buyer’s Representatives”) reasonable access, during normal business hours, to the Assets (excluding the Excluded Assets) and all records and other documents in Seller’s or any of its Affiliates’ possession relating primarily to the title condition of the Assets (excluding the Excluded Assets). Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours, Seller’s personnel knowledgeable with respect to the title condition of the Assets (excluding the Excluded Assets) in order that Buyer may make such title diligence investigation as Buyer considers necessary or appropriate. All title due diligence investigations conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense, and any conclusions made from any such examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. Buyer shall coordinate its access rights and physical inspections of the Assets (excluding the Excluded Assets) with Seller to reasonably minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall, and shall cause all Buyer’s Representatives to, abide by Seller’s, and any Third Party operator’s safety rules, regulations and operating policies of which they are informed while conducting Buyer’s title due diligence investigation of the Assets (excluding the Excluded Assets).

(b) Buyer hereby agrees to defend, indemnify and hold harmless each of the operators of the Assets and each of the Seller Indemnified Parties from and against any and all Liabilities attributable to bodily injury, death or physical property damage, or violation of Seller’s or its Affiliate’s or any Third Party operator’s rules, regulations or operating policies of which Buyer or Buyer’s Representative associated with the Liabilities had been informed, arising out of, resulting from or relating to any field visit, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES.

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(c) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or any of its Affiliates, (i) repair all physical damage done to the Assets in connection with Buyer’s due diligence, (ii) restore the Assets to the approximate same or better physical condition than they were immediately prior to commencement of Buyer’s due diligence, and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence.

Section 10.2 Confidentiality. Buyer acknowledges that, pursuant to its right of access to the Assets (excluding the Excluded Assets), Buyer may become privy to confidential and other information of Seller and its Affiliates and that such confidential information (including information and reports generated from such access by Buyer or Buyer’s Representatives) (a) prior to Closing, shall be deemed to be “Evaluation Material” under the Confidentiality Agreement, and (b) after Closing, shall be deemed to be “Confidential Data” under the Participation Agreement.

Section 10.3 Lessee History. Without limiting Buyer’s rights under this Article X or Article XI, Seller shall provide to Buyer, within 30 days of the Execution Date, a summary corporate or transactional history for purposes of assisting Buyer in determining how lessees other than Seller or a Selling Subsidiary identified in Exhibit A are related to Seller or a Selling Subsidiary. Such history shall be given without any representation or warranty of any kind, shall be subject to the disclaimers set forth in Section 10.4, and shall not be subject to Article XII.

Section 10.4 Disclaimers.

(a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, (I) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (II) SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF ITS AFFILIATES).

(b) EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE ASSETS, (VI) THE CONDITION, QUALITY, SUITABILITY OR MARKETABILITY OF THE ASSETS, INCLUDING THE MARKETABILITY OF ANY HYDROCARBONS, (VII) THE AVAILABILITY OF GATHERING OR TRANSPORTATION FOR HYDROCARBONS, (VIII) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY SELLER OR THIRD PARTIES WITH RESPECT TO THE ASSETS, (IX) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS 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 (X) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE IV, SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE CONVEYED INTERESTS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.

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(c) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.16, SELLER HAS NOT MADE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND SUBJECT TO SELLER’S REPRESENTATIONS IN SECTION 4.16, BUYER SHALL BE DEEMED TO BE TAKING THE CONVEYED INTERESTS “AS IS” AND “WHERE IS” WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS BUYER DEEMS APPROPRIATE.

(d) SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 10.3 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW.

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ARTICLE XI

TITLE MATTERS; TRANSFER RESTRICTIONS

Section 11.1 General Disclaimer of Title Warranties and Representations. Without limiting Buyer’s remedies for Title Defects set forth in this Article XI, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s or any of the Selling Subsidiaries’ title to any of the Assets, and Buyer hereby acknowledges and agrees that (except for breaches of any of the covenants of Seller set forth in Section 6.1, for which Buyer will have the remedies provided in Article XII) Buyer’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets shall be as set forth in Section 11.2, and that the provisions of Article XII shall not apply with respect to any defect in title, including any Title Defect, to any of the Assets or any breach of any representation, warranty or covenant (other than any covenant set forth in Section 6.1, 11.5, 11.7 or 14.10) relating to or affecting title, including any Title Defect, to any of the Assets. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that Buyer shall not be prevented from delivering a Title Defect Notice with respect to any Title Defect caused by or arising from any matter disclosed on Schedule 4.7.

Section 11.2 Notice of Title Defects; Defect Adjustments.

(a) Title Defect Notices. On or before the date that is eighteen (18) months following the Closing Date (the “Title Defect Claim Date”), Buyer may deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices,” and each individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrary (except as provided in Section 11.1), Buyer shall be deemed to have waived, and none of Seller or any of the Seller Indemnified Parties shall have any liability for, any Title Defect that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of the Conveyed Interests in each Title Defect Property, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of the Conveyed Interests of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and be supplemented prior to the Title Defect Claim Date; provided that failure to provide a preliminary notice of a Title Defect shall not prejudice Buyer’s right to assert such Title Defect in accordance with the terms hereunder. Each of Buyer and Seller shall also promptly furnish the other with written notice of any Title Defect or Title Benefit which is discovered by any of its or any of its Affiliates’ employees, title attorneys, landmen or other title examiners prior to the Title Defect Claim Date.

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(b) Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller shall have the right, but not the obligation, to deliver to Buyer on or before the Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that in Seller’s reasonable opinion constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI (each, a “Title Benefit Notice”). To be effective, each Title Benefit Notice shall be in writing and shall include (i) a description of the alleged Title Benefit, (ii) the Leases affected by the Title Benefit, (iii) supporting documents available to Seller reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, and (iv) the amount by which Seller reasonably believes the Allocated Value of each affected Lease is increased by the Title Benefit and the computations upon which Seller’s belief is based. Except for Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a), Seller shall be deemed to have waived, and none of Buyer or any of the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer has not received notice on or before the Title Defect Claim Date.

(c) Seller’s Right to Cure. Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure at any time prior to the date that is one hundred and eighty (180) days following its receipt of a Title Defect Notice with respect to a Title Defect Property (each such one hundred and eighty (180) day period, a “Cure Period”), any Title Defects; provided, however, that if after the diligent pursuit of other remedies reasonably available to Seller to cure any such Title Defect, Seller reasonably believes that such Title Defect can be cured through a quiet title or similar proceeding, then the applicable Cure Period with respect to such Title Defect shall be extended to eighteen (18) months following Seller’s receipt of a Title Defect Notice with respect thereto, notwithstanding Seller’s previous attempt to cure such Title Defect without the use of a quiet title or similar proceeding, so long as Seller’s initial attempt to cure such Title Defect was diligently pursued and Seller initiates the quiet title or similar proceeding on or before the end of the original Cure Period and diligently pursues such proceeding.

(d) Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or reasonably cured on or before the expiration of the applicable Cure Period, the following shall occur:

(i) if the Parties so mutually agree, within ten (10) days of the end of the applicable Cure Period with respect to any particular Title Defect, Seller shall indemnify, defend and hold harmless Buyer with respect to such Title Defect by an indemnity in form and substance reasonably satisfactory to Buyer and Seller; or

(ii) if the Parties do not mutually agree for Seller to provide Buyer the indemnity, as set forth in Section 11.2(d)(i) within ten (10) days of the end of the applicable Cure Period with respect to any particular Title Defect, then, Seller shall, at its sole option, elect (subject in each case, unless otherwise set forth herein, to the Individual Title Threshold and the Title Deductible) to:

(A) if the Drilling Carry Termination Date (1) has not occurred, reduce, in accordance with the terms of Section 3.4 of the Participation Agreement (aa) the Drilling Carry Cap by eighty percent (80%) of the amount determined pursuant to Section 11.2(g) or 11.2(j) as being the value of such Title Defect (the “Title Defect Amount”), and (bb) the amount of the Drilling Carry Obligation to be paid by Buyer in the immediately following cash calls under any Applicable Operating Agreement by twenty percent (20%) of the Title Defect Amount (the “Title Defect Cash Call Payment Amount”) and the Title Defect Cash Call Payment Amount shall be paid by Seller on behalf of Buyer; or (2) has occurred, reduce the amount to be paid by Buyer in the immediately following cash calls under any Applicable Operating Agreements by one hundred percent (100%) of the Title Defect Amount, and such amount shall be paid by Seller on behalf of Buyer; or

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(B) exercise the substitution remedy in accordance with Section 11.4, in which case Buyer shall reassign to Seller the entirety of the Title Defect Property that is subject to such Title Defect and such Title Defect Property shall be deemed to be an Excluded Asset hereunder; provided that (1) if any such Title Defect Property is located in the Core Area, then any Substitute Acreage for such Title Defect Property must be located in the Core Area, and (2) Seller shall not be entitled to substitute, pursuant to this Section 11.2(d)(ii)(B), for more than 30,000 gross acres of acreage subject to Title Defects.

(e) Remedies for Title Benefits. With respect to each Lease affected by Title Benefits reported under Section 11.2(a) or 11.2(b), the aggregate Title Defect Amounts attributable to all uncured Title Defects shall be reduced by an amount equal to the Title Benefit Amount. If the aggregate of all Title Benefit Amounts exceeds the aggregate of all Title Defect Amounts as of the expiration of the last applicable Cure Period and the Drilling Carry Termination Date (i) has not occurred, then, in accordance with the terms of Section 3.4 of the Participation Agreement, (A) the amount of the Atlas Development Costs to be paid by Seller in the immediately following cash calls under any Applicable Operating Agreement shall be reduced by twenty percent (20%) of the Title Benefit Amount (the “Title Benefit Cash Call Payment Amount”), and the Title Benefit Cash Call Payment Amount shall be paid by Buyer on behalf of Seller, and (B) the Drilling Carry Cap shall be increased by eighty percent (80%) of the Title Benefit Amount; or (ii) has occurred, then the amount of the Atlas Development Costs to be paid by Seller in the immediately following cash calls under any Applicable Operating Agreement shall be reduced by one hundred percent (100%) of the Title Benefit Amount, and such amount shall be paid by Buyer on behalf of Seller.

(f) Exclusive Remedy. Except for any defect of title arising out of a breach of any of the covenants of Seller set forth in Section 6.1, for which Buyer will have the remedies provided in Article XII, Section 11.2(d) shall be the exclusive right and remedy of Buyer with respect to Seller’s failure to have Defensible Title with respect to any Asset.

(g) Title Defect Amount.

(i) If the Title Defect represents a discrepancy between (A) the actual Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Allocated Value (on a per acre dollar amount) for such Title Defect Property set forth on Exhibit A; provided that if the Title Defect does not affect the Lease throughout the entire life of the Lease, then the Title Defect Amount determined under this Section 11.2(g) shall be reduced to take into account the applicable time period only.

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(ii) Except as provided in Section 11.2(g)(i), the Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Conveyed Interests attributed to the affected Title Defect Property is 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 Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;

(B) if the Title Defect is an Encumbrance 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 a discrepancy between (1) the Net Revenue Interest for any Title Defect Property and (2) the Net Revenue Interest set forth in Exhibit A for such property, and the Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of (x) the Allocated Value of the Conveyed Interests attributed to such Title Defect Property multiplied by (y) a fraction, the numerator of which is the absolute value of such Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest set forth in Exhibit A for such property;

(D) if the Title Defect represents an obligation or Encumbrance 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 Allocated Value of the Conveyed Interests attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller 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 lesser of (1) the reasonable cost and expense of curing such Title Defect and (2) the Allocated Value of the Conveyed Interests attributable to the Title Defect Property;

(E) 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 pertaining to such Title Defect Property hereunder; and

(F) notwithstanding anything to the contrary, the aggregate Title Defect Amounts attributable to the effects of all Title Defects under this Section 11.2(g)(i), upon any Title Defect Property shall not exceed the Allocated Value of the Conveyed Interests attributable to such Title Defect Property.

(h) Title Benefit Amount. The Title Benefit Amount resulting from a Title Benefit shall be determined in accordance with the following methodology, terms and conditions:

(i) if Buyer and Seller agree on the Title Benefit Amount, then that amount shall be the Title Benefit Amount;

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(ii) if the Title Benefit represents a discrepancy between (A) the Net Revenue Interest for any Lease and (B) the Net Revenue Interest set forth in Exhibit A for such Lease, and the Working Interest is not increased proportionately, then the Title Benefit Amount shall be the product of (X) the Allocated Value of the Conveyed Interests attributable to the affected Lease multiplied by (Y) a fraction, the numerator of which is the Net Revenue Interest increase and the denominator of which is the Net Revenue Interest set forth in Exhibit A for such Lease; provided that if the Net Revenue Interest does not affect the Lease throughout the entire life of the Lease, then the Title Benefit Amount determined under this Section 11.2(h) shall be reduced to take into account the applicable time period only; and

(iii) if the Title Benefit represents a discrepancy between (A) the actual Net Acres for any Lease and (B) the Net Acres for such Lease stated in Exhibit A, then the Title Benefit Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Allocated Value (on a per acre dollar amount) for such Lease set forth on Exhibit A.

(i) Deductibles.

(i) Notwithstanding the foregoing, (A) in no event shall there be any remedies provided by Seller, and Seller shall not be responsible, for any individual Title Defect pursuant to Section 11.2(d) for which the Title Defect Amount does not exceed $25,000 (the “Individual Title Threshold”) and (B) in no event shall there be any remedies provided by Seller, and Seller shall not be responsible, for any Title Defect that exceeds the Individual Title Threshold pursuant to Section 11.2(d) unless (1) the sum of the Title Defect Amounts of all such Title Defects that exceed the Individual Title Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by Seller pursuant to Section 11.2(c), Title Defect Properties for which Seller indemnifies Buyer pursuant to Section 11.2(d)(i), or Title Defect Properties substituted by Seller pursuant to Section 11.2(d)(ii) exceeds (2) the Title Deductible, after which point Buyer shall be entitled to remedies pursuant to Section 11.2(d) only with respect to the aggregate Title Defect Amounts in excess of such Title Deductible. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties mutually agree to have any Title Defect Property made subject to an indemnity from Seller pursuant to Section 11.2(d)(i) or substituted by Seller pursuant to Section 11.2(d)(ii), the Title Defect Amount relating to the Conveyed Interests attributable to such Title Defect Property will not be counted towards the Title Deductible.

(ii) Notwithstanding anything herein to the contrary, (A) in no event shall there be any reductions to the aggregate Title Defect Amounts or any payment under Section 11.2(e), and Buyer shall not be responsible, for any individual Title Benefit for which the Title Benefit Amount does not exceed the Individual Title Threshold and (B) in no event shall there be any reductions to the aggregate Title Defect Amounts or any payment under Section 11.2(e), and Buyer shall not be responsible, for any Title Benefit unless the sum of the Title Benefit Amounts of all Title Benefits in excess of the Individual Title Threshold exceeds the Title Deductible, after which point Seller shall be entitled to such remedies only with respect to the aggregate Title Benefit Amounts in excess of such Title Deductible. The Parties agree that if the same Title Benefit affects more than one Lease, then the Title Benefit Amounts for each Lease affected by such Title Benefit shall be aggregated for the purposes of determining whether the Individual Title Threshold has been met with respect to such Title Benefit.

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(iii) If a Title Defect results from Seller or any Selling Subsidiary (A) not having the number of gross acres set forth on Exhibit A with respect to a Lease, then with respect to such Title Defect, the Title Deductible provision in Section 11.2(i)(i) shall not apply, or (B) from the failure of Seller to obtain a required consent within six (6) months of the Closing Date with respect to a Conveyed Interest excluded pursuant to Section 11.6, then with respect to such Title Defect, the Individual Title Threshold and the Title Deductible provisions in Section 11.2(i)(i) shall not apply.

(j) Title Dispute Resolution. Seller and Buyer shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts prior to the expiration of the applicable Cure Period. If Seller and Buyer are unable to agree by the expiration of the applicable Cure Period, each Title Defect, Title Benefit, Title Defect Amount and Title Benefit Amount in dispute (a “Title Dispute”) shall be exclusively and finally resolved pursuant to this Section 11.2(j). There shall be a single arbitrator, who shall be a title attorney experienced in oil and gas titles involving properties in the regional area in which the Title Defect Properties are located (the “Title Arbitrator”). The Title Arbitrator shall be selected by mutual agreement of Buyer and Seller within fifteen (15) days after the end of the applicable Cure Period, and absent such agreement, by the Philadelphia, Pennsylvania office of the AAA. The place of arbitration shall be Pittsburgh, Pennsylvania and the arbitration shall be conducted in accordance with the AAA Rules, to the extent such rules do not conflict with the terms of this Article XI. In addition to being bound by and adhering to the rules and practices of the AAA and applicable law on arbitrator neutrality, the Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Title Arbitrator’s award shall be made within twenty (20) days after the closing of the hearing and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 11.2(g) and 11.2(h) and the AAA Rules. The Title Arbitrator, however, may not award Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in its applicable Title Defect Notice, nor a lower Title Defect Amount than the Title Defect Amount proposed by Seller in its response to such Title Defect Notice, and may not award Seller a greater Title Benefit Amount than the Title Benefit Amount claimed by Seller in its applicable Title Benefit Notice. The Title Arbitrator shall determine the specific disputed Title Defect, Title Benefit, Title Defect Amount and/or Title Benefit Amount submitted by either Party and may not award damages, interest or penalties to either Party with respect to any other matter. Seller and Buyer shall bear their own legal fees and other costs of presenting their case. Seller and Buyer shall each bear one-half of the costs and expenses of the Title Arbitrator. Within ten (10) days after the Title Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Title Defect Amount or a Title Benefit Amount, unless otherwise agreed by the Parties and to the extent such Title Defect Amount or Title Benefit Amount would otherwise be required to be paid by one Party to the other Party pursuant to the terms of this Article XI, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Title Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Title Arbitrator to Buyer.

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Section 11.3 No Hire of Title Professionals. Until the expiration of the final Cure Period (or if there is any dispute arising under this Article XI, until such dispute is resolved in accordance with Section 11.2(j)), neither Buyer nor or any of its Affiliates shall hire or utilize any contractor listed on Schedule 11.3 for land or title related purposes.

Section 11.4 Substitute Acreage.

(a) In the event that Seller exercises its right under Section 11.2(d)(ii), Seller may take any one or more of the following actions in order to replace acreage subject to Title Defects with Substitute Acreage:

(i) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage, but has not yet acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, Seller may assign to Buyer the requisite Participating Interest Share of such Option Acreage, without cost to Buyer, pursuant to the Participation Agreement, and such Option Acreage shall be deemed to be Substitute Acreage;

(ii) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage and has already acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, then Seller may either (A) refund to Buyer the Acquisition Costs of such Participating Interest Share, in which case such Option Acreage shall be considered Substitute Acreage, or (B) assign to Buyer a portion of Seller’s undivided interest in such Option Acreage, in which case such Option Acreage shall be considered Substitute Acreage (but in no event shall such assignment result in Buyer owning greater than an undivided forty-nine percent (49%) interest in such Option Acreage); and

(iii) if Seller (or any Selling Subsidiary) acquires any Substitute Acreage of the type described in clause (b) of the definition of Substitute Acreage, then Seller may assign to Buyer up to an undivided forty percent (40%) interest in such Substitute Acreage, together with any rights Seller (or any Selling Subsidiary) may have, to the extent assignable to Buyer, under the agreement or agreements pursuant to which Seller (or any Selling Subsidiary) acquired such Substitute Acreage, in each case, without cost to Buyer.

The actions taken pursuant to this Section 11.4 shall be taken so that the Net Acres and the Net Revenue Interest of, and Buyer’s undivided interest in (or, in the case of Section 11.4(a)(ii)(B), Buyer’s increase in undivided interest in) the Substitute Acreage shall be equivalent on an aggregate basis with the Net Acres and the Net Revenue Interest of, and Buyer’s Working Interest in, the acreage subject to Title Defects for which the substitution remedy under Section 11.2(d)(ii) is exercised.

(b) Once the Cure Period for any Title Defect has expired, at Seller’s election, as provided in Section 11.2(d)(ii), the Substitute Acreage remedy described in this Section 11.4 may be exercised as to such Title Defect on the next succeeding Substitution Date following the expiration of the such Cure Period; provided, however, that if the next succeeding Substitution Date for such Title Defect shall occur earlier than the three (3) months anniversary of the end of the Cure Period for such Title Defect, then the remedy may be exercised as to such Title Defect on the second succeeding Substitution Date following the expiration of such Cure Period. For purposes of this Section 11.4(b), a “Substitution Date” shall mean each of the following dates: (i) the date that is the six (6) month anniversary of the Closing Date, and (ii) each date that is a six (6) month anniversary of the previous Substitution Date occurring on or prior to the six (6) month anniversary of the end of the last Cure Period.

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Section 11.5 Casualty or Condemnation Loss. If, after the Execution Date but prior to the Closing Date, (a) any portion of the Conveyed Interests is taken by any Governmental Authority in condemnation or under right of eminent domain or (b) any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any of the Conveyed Interests or portion thereof, but no taking of such Conveyed Interests or portion thereof occurs prior to the Closing Date, then, in either case, the Conveyed Interests or portion thereof shall be excluded from the Conveyed Interests to be conveyed to Buyer to the extent of the interest affected by the condemnation or eminent domain, the Purchase Price shall be reduced by twenty percent (20%) of the Allocated Value of the relevant Conveyed Interest and the Drilling Carry Cap shall be reduced by eighty percent (80%) of the Allocated Value for the relevant Conveyed Interest.

Section 11.6 Consents to Assign; Preferential Purchase Rights.

(a) If, as of the Closing, (i) Seller has not obtained any consent under a Lease required for the assignment of any portion of the Conveyed Interests prior to the Closing and the failure to obtain such consent would (A) cause the assignment of such portion of such Conveyed Interests to Buyer to be void or (B) cause the termination of such Lease under the express terms thereof, (ii) Seller has not obtained a consent required for the assignment of an Applicable Contract and the failure to obtain such consent would prevent Buyer from fully participating in the development activities with respect to any portion of the Conveyed Interests; or (iii) a consent requested by Seller is denied in writing, then that portion of the Conveyed Interests shall be deemed to be excluded from the Conveyed Interests to be conveyed to Buyer at Closing, but neither the Purchase Price nor the Drilling Carry Cap shall be reduced; provided, however, that from and after Closing, Seller shall use commercially reasonable efforts to cause such consents to assignment to be obtained and delivered (and, until the earlier of Seller’s obtaining any such consents to assignment and six (6) months following the Closing Date, Seller shall provide, to the extent reasonably practicable, the benefits and burdens of such Conveyed Interests to Buyer). If a required consent (with respect to any portion of the Conveyed Interests deemed excluded pursuant to this Section 11.6) that was not obtained prior to Closing is (A) obtained within six (6) months following the Closing, then within ten (10) days after such consent is obtained, Seller shall assign to Buyer such Conveyed Interests or portion thereof pursuant to an Assignment, or (B) not obtained within six (6) months following the Closing, then Seller’s failure to obtain such consent and to convey such Conveyed Interests to Buyer shall be a Title Defect subject to the provisions of this Article XI.

(b) If, as of the Closing, Seller has not obtained any consent required prior to the Closing with respect to any Applicable Contract, such Applicable Contract shall not be assigned or otherwise transferred to Buyer at Closing and such Applicable Contract shall be deemed to be excluded from the Conveyed Interests to be conveyed to Buyer at Closing, but neither the Purchase Price nor the Drilling Carry Cap shall be reduced; provided, however, that from and after Closing, Seller shall use commercially reasonable efforts to cause such consents to assignment to be obtained and delivered (and, until the earlier of Seller’s obtaining any such consents to assignment or six (6) months following the Closing Date, Seller shall provide, to the extent reasonably practicable, the benefits and burdens of such Applicable Contract to Buyer) and, if Seller is (i) successful in obtaining and delivering any such consents to assignment within six (6) months following the Closing Date, then an undivided forty percent (40%) of Seller’s or any Selling Subsidiary’s interests in such Applicable Contract or Applicable Contracts to which such consent or consents relate shall be assigned, within ten (10) days of receipt by Seller of such consent or consents, to Buyer, or (ii) unsuccessful in obtaining and delivering any such consents to assignment within six (6) months following the Closing Date, then Seller shall (and shall cause the Selling Subsidiaries to, as applicable) enter into agreements with Buyer providing Buyer, to the greatest extent possible, the benefit and burden of the Applicable Contract for which Seller was unable to obtain and deliver such consent to assignment.

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(c) With respect to the preferential purchase right set forth on Schedule 4.10, within five (5) business days after the Execution Date, Seller shall send to the holder of such right a notice, in material compliance with the contractual provisions applicable to such right.

(d) If, prior to the Closing, the holder of the preferential purchase right notifies Seller that it intends to consummate the purchase of the Conveyed Interest to which its preferential purchase right applies, such Conveyed Interest shall not be assigned or otherwise transferred to Buyer at Closing, shall be excluded from the Conveyed Interests to be conveyed to Buyer at Closing, and the Purchase Price and the Drilling Carry Cap shall be reduced by an amount equal to 20% and 80%, respectively, of the Allocated Value of such Conveyed Interest being excluded. Seller shall be entitled to all proceeds paid by the party exercising a preferential purchase right. If such holder of the preferential purchase right thereafter fails to consummate the purchase of the Conveyed Interest covered by such right on or before thirty (30) days following the Closing, then Seller shall so notify Buyer, and Buyer shall purchase on or before the tenth (10th) day following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such interest from Seller under the terms of this Agreement for a purchase price equal to the Allocated Value of such interest previously allocated to it. An amount equal to 20% of such purchase price shall be paid by Buyer to Seller (or any Selling Subsidiary or Qualified Intermediary) in United States currency by direct bank deposit or wire transfer in same day funds, and the Drilling Carry Cap shall be increased by an amount equal to 80% of such purchase price.

(e) If, as of the Closing, the time period to exercise the preferential purchase right in respect of any Conveyed Interest (the “Exercise Period”) has not yet expired, and the holder of such preferential purchase right has not notified Seller that it intends to consummate the purchase of the Conveyed Interest to which its preferential purchase right applies, then that portion of the Conveyed Interests that is subject to the preferential purchase right shall be deemed to be excluded from the Conveyed Interests to be conveyed to Buyer at Closing, but neither the Purchase Price nor the Drilling Carry Cap shall be reduced; provided, however, that from and after Closing, Seller shall use commercially reasonable efforts to cause the holder of the preferential purchase right to waive in writing its preferential purchase right until the expiration of the Exercise Period or, if earlier, the 30th day after the Closing Date (the “Pref Right Cure Period”) (and during the Pref Right Cure Period, Seller will provide, to the extent reasonably practicable, the benefits and burdens of such Conveyed Interests to Buyer). If (A) such waiver of the preferential purchase right (with respect to any portion of the Conveyed Interests deemed excluded pursuant to this Section 11.6(e)) that was not obtained prior to Closing is obtained, or deemed waived, following the Closing but prior to the expiration of the Pref Right Cure Period, then within ten (10) days after such waiver is obtained or such preferential purchase right is deemed waived, Seller shall assign to Buyer such Conveyed Interests or portion thereof pursuant to an Assignment, or (B) the holder of the preferential purchase right notifies Seller that it intends to consummate (and does consummate within thirty (30) days following such notice) the purchase of the Conveyed Interest to which its preferential purchase right applies, then Seller’s failure to convey such Conveyed Interests to Buyer shall be a Title Defect subject to the provisions of this Article XI, and Seller shall be entitled to all proceeds paid by the party exercising such preferential purchase right. If such holder of the preferential purchase right exercised within the Pref Right Cure Period thereafter fails to consummate the purchase of the Conveyed Interest covered by such right within the 30-day period, then Seller shall promptly so notify Buyer, and Seller shall assign within ten (10) days following receipt of such notice, subject to Buyer’s satisfaction that such preferential right has been waived, such Conveyed Interest or portion thereof pursuant to an Assignment.

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Section 11.7 Loss of Conveyed Interests. If, between the Execution Date and the Closing Date, there is a reduction in, or loss of, any portion of the Conveyed Interests that results from the transfer, sale, mortgage, pledge, encumbrance or disposition during such period of any portion of the Conveyed Interests in accordance with Section 6.1(b) or the expiration during such period of a Lease, then the Purchase Price shall be reduced by twenty percent (20%) of the Allocated Value of the relevant Conveyed Interest and the Drilling Carry Cap shall be reduced by eighty percent (80%) of the Allocated Value for the relevant Conveyed Interest.

ARTICLE XII

ASSUMPTION; SURVIVAL; INDEMNIFICATION

Section 12.1 Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XII and Buyer’s remedies for Title Defects in Article XI, from and after the Closing, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, to the extent arising from, based upon, related to or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including such obligations and Liabilities under the Applicable Contracts (but, in the case of Applicable Contracts, only from and after the Effective Time); provided, Buyer does not assume (and the Assumed Obligations shall not include) any claims for which Seller or any Selling Subsidiary is required to indemnify Buyer pursuant to this Article XII, or pay pursuant to Section 14.2 or 14.5 (the “Assumed Obligations”).

Section 12.2 Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 and otherwise in this Article XII, Seller and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify and hold harmless Buyer and its Affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent arising from, based upon, related to or associated with:

(a) any breach by Seller or any Selling Subsidiary of its representations or warranties contained in Article IV;

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(b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; or

(c) any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests pursuant to the terms hereof, including with respect to the transport or disposal or the arrangement for transport or disposal of any Hazardous Substances from the Excluded Assets operated by Seller or any Selling Subsidiary to any location not on the Assets or the exposure of any Person or property to Hazardous Substances generated at or arising out of the operations of the Excluded Assets by Seller or any Selling Subsidiary and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded Assets.

Section 12.3 Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify, and hold harmless Seller and the Selling Subsidiaries, and all of their respective equity holders, partners, members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Liabilities to the extent arising from, based upon, related to or associated with:

(a) any breach by Buyer of its representations or warranties contained in Article V;

(b) any breach by Buyer of its covenants and agreements under this Agreement; or

(c) the Assumed Obligations.

Notwithstanding anything herein to the contrary, in addition to the indemnities set forth in this Section 12.3, but subject to Seller’s obligation of indemnity under Section 12.2, effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, pay on a current basis, and hereby defend, indemnify, hold harmless and forever release each of the Seller Indemnified Parties from and against any and all Liabilities to the extent arising from, based upon, related to or associated with any Environmental Condition or other environmental matter to the extent related or attributable to the Conveyed Interests, regardless of whether such Liabilities arose prior to, on or after the Effective Time, including the presence, disposal or Release of any Hazardous Substance in, on or under the Conveyed Interests and including any Liabilities of any Seller Indemnified Party with respect to the Conveyed Interests under Environmental Laws.

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Section 12.4 Limitation on Liability.

(a) Seller shall not have any liability for indemnification under Section 12.2(a) (except for liability for indemnification for breaches of the representations and warranties in Sections 4.1, 4.2 and 4.12), and Buyer shall not have any liability for indemnification under Section 12.3(a) (except for liability for indemnification for breaches of the representations and warranties in Sections 5.1, 5.2 and 5.9), until and unless the aggregate amount of all Liabilities for which Claim Notices are delivered by Buyer or Seller, as applicable, exceeds the Aggregate Deductible, and then only to the extent such damages exceed the Aggregate Deductible.

(b) Notwithstanding anything to the contrary contained in this Agreement, (i) Seller shall not be required to indemnify Buyer under Section 12.2(a) for aggregate Liabilities in excess of one hundred and twenty-five million dollars ($125,000,000.00) (the “Indemnity Cap”); and (ii) the sum of the total liability of Seller for any indemnity under Section 12.2(a) and the aggregate Title Defect Amount for which Seller shall be responsible under Article XI shall not exceed the aggregate the Purchase Price plus the Drilling Carry Cap.

(c) The limitations of this Section 12.4 shall not apply to Seller’s obligation to bear and pay any amounts for which Seller is responsible under Section 14.2 or 14.5.

(d) For purposes of determining (i) whether there is a breach of any representation or warranty for which a Party is entitled to indemnification hereunder, the words “Material Adverse Effect” and “Buyer Material Adverse Effect” shall be disregarded, and (ii) the amount of damages for which a Party has an obligation of indemnity hereunder, the words “Material Adverse Effect,” “Buyer Material Adverse Effect,” “material,” “materially,” and words of similar import in the applicable representations and warranties shall be disregarded.

Section 12.5 Express Negligence. THE INDEMNIFICATION, RELEASE AND ASSUMED OBLIGATIONS PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY, BUT NOT THE FRAUD OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

Section 12.6 Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement, Sections 11.1(b), 12.2 and 12.3 contain the Parties’ exclusive remedy against each other with respect to breaches of the representations, warranties, covenants and agreements of the Parties contained in this Agreement; provided, however, that nothing in this Section 12.6 shall limit Buyer’s remedies for Title Defects in Article XI, and nothing herein shall limit in any way any Party’s remedies in respect of fraud or willful misconduct by the other Party in connection with the transactions contemplated hereby; provided, further that nothing herein shall limit in any way a Party’s remedies under any Transaction Document.

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Section 12.7 Indemnification Procedures. All claims for indemnification under Sections 10.1(b), 12.2, 12.3 and 14.5 shall be asserted and resolved as follows:

(a) For purposes of this Article XII, the term “Indemnifying Party,” when used in connection with particular Liabilities, shall mean the Party having an obligation to indemnify another Party or Person(s) with respect to such Liabilities pursuant to this Article XII, and the term “Indemnified Party,” when used in connection with particular Liabilities, shall mean the Party or Person(s) having the right to be indemnified with respect to such Liabilities by a Party pursuant to this Article XII.

(b) To make a claim for indemnification under Section 10.1(b), 12.2, 12.3 or 14.5, an Indemnified Party shall notify the Indemnifying Party of its claim under this Section 12.7, including the specific details of, the facts underlying and the specific basis under this Agreement for its claim (the “Claim Notice”).

(c) If a claim for indemnification is based upon a claim by a Third Party against the Indemnified Party (a “Third Party Claim”), the Indemnified Party shall provide its Claim Notice promptly after the Indemnified Party has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim; provided, however, that the failure of any Indemnified Party to give notice of a Third Party Claim as provided in this Section 12.7 shall not relieve the Indemnifying Party of its obligations under Sections 10.1(b), 12.2, 12.3 or 14.5 except to the extent such failure results in insufficient time being available to permit the Indemnifying Party to effectively defend against the Third Party Claim or otherwise materially prejudices the Indemnifying Party’s ability to defend against the Third Party Claim. In the event that a claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement that was inaccurate or breached.

(d) In the case of a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party whether it shall assume the defense of such Third Party Claim. The Indemnified Party is authorized, prior to notice by the Indemnifying Party that it shall assume the defense of such Third Party Claim, at the expense of the Indemnifying Party, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party.

(e) If the Indemnifying Party shall have assumed the defense of the Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by the Indemnifying Party, the Indemnified Party shall cooperate in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, at its own expense, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 12.7. An Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle any Third Party Claim or consent to the entry of any judgment with respect thereto that does not include an unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim or (ii) settle any Third Party Claim or consent to the entry of any judgment with respect thereto in any manner that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity) set forth in this Article XII.

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(f) If the Indemnifying Party does not assume the defense of the Third Party Claim, then the Indemnified Party shall have the right to defend against the Third Party Claim at the sole cost and expense of the Indemnifying Party, with counsel reasonably satisfactory to the Indemnifying Party. Any settlement of the Third Party Claim shall require the consent of the Indemnifying Party, unless the settlement is solely for money damages and results in a final resolution, and an unconditional written release, of the Indemnified Party’s Liability with respect to such claim.

Section 12.8 Survival.

(a) The representations and warranties of the Parties in Articles IV and V (other than (i) the representations and warranties set forth in Section 4.16 which shall survive the Closing for a period of eighteen (18) months, (ii) the representations and warranties in Sections 4.11, 4.12, 4.13, 4.17 and 5.9, which shall survive for the applicable statute of limitations, (iii) the representations and warranties in Sections 4.1, 4.2, 5.1, and 5.2, which shall survive indefinitely, and (iv) the representations and warranties in Section 5.7, which shall not survive the Closing), shall survive the Closing for a period of twelve (12) months. Representations and warranties shall be of no further force and effect after the date of their expiration; provided that there shall be no termination of any bona fide Third Party Claim (or claim) asserted pursuant to this Agreement with respect to such a representation and warranty prior to its expiration date.

(b) The indemnities in Sections 12.2(a) and 12.3(a) shall terminate as of the termination date of each respective representation, warranty, covenant and agreement that is subject to indemnification; provided, however, that such termination shall not terminate or otherwise affect any Third Party Claim (or claim) properly asserted pursuant to Article XII prior to the date of such termination (in the case of a representation and warranty) or any Third Party Claim (or claims) properly asserted pursuant to Article XII with respect to breaches of any covenants or agreements occurring prior to the date of such termination. The indemnities in Sections 12.2(b) and 12.3(b) with respect to each covenant or agreement shall survive until such covenant or agreement has been fully performed and the statute of limitations applicable to any breach thereof has expired. Buyer’s indemnities in Section 12.3(c) shall survive the Closing without time limit. Seller’s indemnities set forth in Sections 12.2(c) shall survive the Closing without time limit.

Section 12.9 Waiver of Right to Rescission. The Parties acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby.

Section 12.10 Insurance; Taxes. The amount of any Liabilities for which an Indemnified Party is entitled to indemnification under this Agreement shall be reduced by any corresponding net tax benefit or insurance proceeds realized by such Indemnified Party or its Affiliates from third party insurers with respect to such Liabilities (net of any collection costs, and excluding the proceeds of any insurance underwritten by the Indemnified Party or its Affiliates).

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Section 12.11 Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, as applicable, or their respective Affiliates, and Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, waive any right to recover any indirect, consequential, punitive, exemplary, special or incidental damages or damages for lost profits or opportunity costs or damages based upon a multiple of earnings or other financial measure arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such Party suffers such damages (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) to a Third Party, which damages (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. This Section 12.11 shall not restrict any Party’s right to obtain specific performance or other equitable remedies.

Section 12.12 Disclaimer of Application of Anti-Indemnity Statutes. The Parties acknowledge and agree that the provisions of any anti-indemnity statute relating to oilfield services and associated activities shall not be applicable to this Agreement and/or the transactions contemplated hereby.

ARTICLE XIII

TERMINATION, DEFAULT AND REMEDIES

Section 13.1 Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to Closing:

(a) by mutual written consent of the Parties;

(b) by either Party, in writing delivered to the other Party after June 8, 2010 (the “Termination Date”), if the Closing has not occurred by such date; provided that the right to terminate this Agreement under this Section 13.1(b) shall not be available to any Party that has breached in any material respect any of its obligations under this Agreement and such breach has been the cause of, or resulted in, the failure of the satisfaction of a condition to the Closing to occur on or before the Termination Date;

(c) by either Party, in writing delivered to the other Party, without prejudice to other rights and remedies that the terminating Party may have, 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, in each of cases (i) and (ii), such that the conditions set forth in Section 7.1, 7.2, 8.1 or 8.2, as applicable, are not satisfied on or before the Termination Date or are incapable of being satisfied;

(d) by either Party, 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 that prohibits or restrains the Parties from consummating the Closing; provided that such Party shall have used its reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority;

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(e) by Buyer, in writing delivered to Seller, if any of the conditions set forth in Article VII have become incapable of fulfillment prior to the Termination Date, and have not been waived in writing by Buyer; or

(f) by Seller, in writing delivered to Buyer, if any of the conditions set forth in Article VIII have become incapable of fulfillment prior to the Termination Date, and have not been waived in writing by Seller.

Section 13.2 Failure to Close and Remedies. Without prejudice to other rights and remedies that may be available to the non-breaching Party, the Parties agree that, in the event Closing does not occur by the Termination Date as a result of the breach by a Party of any of its covenants or agreements hereunder in any material respect prior to the Closing, the other Party shall be entitled, at its option, in lieu of terminating this Agreement, to enforce specific performance and other equitable remedies by way of injunction. Each Party agrees to waive any requirement for the posting of a bond in connection with any such equitable relief in favor of the other Party.

Section 13.3 Effects of Termination. If the obligation to close the transactions contemplated by this Agreement is terminated pursuant to any provision of Section 13.1 hereof, then, except for the provisions of Sections 10.2, 10.3, 12.11, this Section 13.3, 13.4, 14.2(a), 14.12, 14.13 and 14.14, this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the breach by a Party of any of its covenants or agreements hereunder prior to the Closing; provided, however, that, except as stated above, in the case of breach by either Party of any of its covenants or agreements hereunder prior to the Closing, the other Party shall be entitled to all remedies available at Law or in equity and shall be entitled to recover court costs and attorneys’ fees in addition to any other relief to which such Party may be entitled.

Section 13.4 Return of Documentation and Confidentiality. Upon termination of this Agreement, the Confidentiality Agreement shall govern the return, destruction and confidentiality of all title, engineering, geological and geophysical data, environmental assessments and/or reports, maps and other information furnished by or on behalf of Seller to Buyer or prepared by or on behalf of Buyer in connection with its due diligence investigation of the Conveyed Interests.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Exhibits and Schedules. All of the Exhibits and Schedules referred to in this Agreement are hereby incorporated into this Agreement by reference and constitute a part of this Agreement. Each Party and its counsel has received a complete set of Exhibits and Schedules prior to and as of the Closing Date.

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Section 14.2 Expenses and Taxes.

(a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses.

(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments (including the Assignment), conveyances or other instruments required to convey title to the Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed on Seller or the Selling Subsidiaries with respect to the ownership of the Assets through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes and transfer and similar taxes (including any applicable interest or penalties) (the “Transfer Taxes”) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all Asset Taxes assessed with respect to the ownership and operation of the Conveyed Interests for (i) any period ending prior to the Effective Time and (ii) any Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending immediately prior to the Effective Time and the denominator of which is the number of days in the entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, Seller shall promptly pay to Buyer any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of Asset Taxes paid by Seller exceeds Seller’s share of Asset Taxes, Buyer promptly shall pay the amount of any such excess to Seller.

(c) Seller shall timely file any return with respect to Asset Taxes due on or before the Effective Time or that otherwise relates solely to periods before the Effective Time (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 14.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be unreasonably withheld or delayed).

Section 14.3 Tax Treatment. The Parties intend and expect that the transactions contemplated by this Agreement and the Participation Agreement, taken together, will be treated, for purposes of federal income taxation and for purposes of certain state income tax laws that incorporate or follow federal income tax principles, as resulting in (a) the creation of a partnership (the “Tax Partnership”) in which Seller (and the Selling Subsidiaries) and Buyer are treated as partners, with the Tax Partnership being treated for Tax purposes as holding the Assets (excluding the Excluded Assets) (and any other assets acquired by the Parties jointly) and engaging in all activities of the Parties with respect to the Assets (excluding the Excluded Assets), (b) a contribution by Seller (and the Selling Subsidiaries) of all of the Assets (excluding the Excluded Assets) to the Tax Partnership; (c) a contribution of the Purchase Price to the Tax Partnership by Buyer in exchange for an interest in such Tax Partnership, (d) a distribution to Seller of the Purchase Price (i) as a reimbursement of Seller’s preformation expenditures with respect to the Assets (excluding the Excluded Assets) within the meaning of Treasury Regulations Section 1.707-4(d) to the extent applicable, and (ii) in a transaction subject to treatment under Section 707(a) of the Code and its implementing Treasury Regulations as in part a sale, and in part a contribution, of the Assets (excluding the Excluded Assets) to the Tax Partnership to the extent Treasury Regulations Section 1.707-4(d) is inapplicable, and (e) the realization by the Tax Partnership of all items of income or gain and the incurrence by the Tax Partnership of all items of costs or expenses attributable to the ownership, operation or disposition of the Assets (excluding the Excluded Assets) (and any other assets acquired by the Parties jointly), notwithstanding that such items are realized, paid or incurred by the Parties individually, all as set forth in the Tax Partnership Agreement attached as Exhibit G to the Participation Agreement; provided that the Parties intend and expect that for such purposes the Like-Kind Exchange Assets will be treated as having been (x) conveyed to the Qualified Intermediary, (y) sold by the Qualified Intermediary to Buyer and (z) contributed by Buyer to the Tax Partnership. Notwithstanding anything herein to the contrary, neither Party may transfer or assign its interests in the Assets (excluding the Excluded Assets) if, as a result of such assignment or transfer, the Tax Partnership (or its deemed successor) will no longer be deemed to be the holder of the Assets (excluding the Excluded Assets) for federal income tax purposes.

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Section 14.4 Allocation of Consideration for Tax Purposes. Seller and Buyer agree that the portion of the Purchase Price, as adjusted, and the Assumed Obligations treated for federal tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared by Seller in a manner consistent with the Allocated Values and shall be provided to Buyer no later than one hundred twenty (120) days after the Closing. Seller and Buyer shall then cooperate to prepare a final schedule of the Allocable Amount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Seller and Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the Conveyed Interests described therein.

Section 14.5 Seller’s Like Kind Exchange. Purchase of a portion of the Conveyed Interests may be part of a transaction intended to qualify as an exchange under Section 1031 of the Code. Buyer agrees to allow an assignment of Seller’s interest in this Agreement to an exchange facilitator to effect the exchange, provided that such assignment does not affect the timing or obtaining of any consents or approvals required for the transactions contemplated hereby. Such assignment shall not relieve Seller of any of its rights and obligations hereunder or expand any liabilities or obligations of Buyer under this Agreement. Buyer further agrees to otherwise reasonably cooperate to accomplish such exchange. Buyer makes no representations as to any particular tax treatment that may be afforded to Seller by reason of such assignment, and Buyer shall not be obligated to pay any additional costs or incur any additional obligations hereunder as a result of such exchange. Seller hereby agrees to pay all costs incurred by Buyer associated with any such exchange and to indemnify and hold Buyer harmless from and against any and all claims, losses, liabilities (including reasonable attorneys’ fees, court costs and related expenses) and taxes arising out of such exchange.

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Section 14.6 Assignment. Subject to Section 14.3, this Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of the other Party except to a wholly-owned Affiliate residing and domiciled in the United States or to a lender in connection with a financing; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

Section 14.7 Preparation of Agreement. Both Seller and Buyer and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

Section 14.8 Publicity. Neither of the Parties nor their Affiliates shall issue any press release or similar public announcement pertaining to this Agreement, the Transaction Documents or 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 prior notice of such press release or public announcement to the other Party; provided, however, that, 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.

Section 14.9 Notices. All notices and communications required or permitted under this Agreement shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if by facsimile upon confirmation by the recipient of receipt; or (c) if by Federal Express overnight delivery (or other reputable overnight delivery service), two (2) days after deposited with such service. Addresses for all such notices and communication shall be as follows:

If to Seller:

Atlas Energy Resources, LLC

Westpointe Corporate Center One

1550 Coraopolis Heights Road, Second Floor

Moon Township, Pennsylvania 15108

Attention: General Counsel

Phone: (215) 546-5005

Fax: (412) 262-2820

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with a copy to:

Jones Day

717 Texas, Suite 3300

Houston, Texas 77002

Attention: Jeff Schlegel

Phone: (832) 239-3939

Fax: (832) 239-3600

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: David Lam

Phone: (212) 403-1000

Fax: (212) 403-2000

If to Buyer:

Reliance Marcellus, LLC

c/o RIL USA, Inc.

2000 W. Sam Houston Pkwy, Suite 700

Houston, Texas 77042

Attention: Vice President

Fax: (713) 430-8799

Either Party may, upon written notice to the other Party, change the address and person to whom such communications are to be directed.

Section 14.10 Further Cooperation. Without limiting the other terms of this Agreement, after the Closing, Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, including, in the case of Seller, with respect to any conveyance by a Subsidiary of Seller other than a Selling Subsidiary, that may be required to remedy a breach of the representation and warranty set forth in Section 4.17, and shall take such other actions as any Party may reasonably request, to convey and deliver the Conveyed Interests to Buyer, to perfect Buyer’s title thereto and to accomplish the orderly transfer of the Conveyed Interests to Buyer, in the manner contemplated by this Agreement and to accomplish the transactions contemplated by this Agreement. If any Party receives monies belonging to the other Party, such amount shall immediately be paid over to the proper Party. If an invoice or other evidence of an obligation is received by a Party that is partially an obligation both of Seller and Buyer, then the Parties shall consult with each other, and each Party shall promptly pay its portion of such obligation to the obligee.

Section 14.11 Filings, Notices and Certain Governmental Approvals. Promptly after Closing, Buyer shall (a) record the Assignments of the Conveyed Interests and all state/federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state or federal agencies, and (b) actively pursue the unconditional approval of all applicable Customary Post-Closing Consents (provided that Seller shall cooperate with Buyer in obtaining such approvals as may be reasonably necessary). Buyer obligates itself to take any and all action required by any Governmental Authority in order to obtain such unconditional approval.

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Section 14.12 Entire Agreement; Conflicts; Confidentiality Agreement.

(a) THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, THE TRANSACTION DOCUMENTS AND, SUBJECT TO SECTION 14.12(b), THE CONFIDENTIALITY AGREEMENT, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG SELLER AND BUYER PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS, AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THERE ARE NO WARRANTIES, REPRESENTATIONS, OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NEITHER SELLER NOR BUYER SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT, OR STATEMENT OF INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT HERETO, THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN ANY OF THE EXHIBITS HERETO OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AGREEMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT, SUBJECT TO THE PROVISIONS OF THIS SECTION 14.12(a).

(b) The Parties agree that the Confidentiality Agreement shall remain in effect following the Execution Date and any termination of this Agreement in accordance with Article XIII; provided that, if the Closing shall occur, then the Confidentiality Agreement shall terminate as of the Closing and be of no further force and effect thereafter.

Section 14.13 Parties in Interest. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective legal representatives, successors, and permitted assigns. No other Person shall have any right, benefit, priority, or interest hereunder or as a result hereof or have standing to require satisfaction of the provisions hereof in accordance with their terms.

Section 14.14 Amendment. This Agreement may be amended only by an instrument in writing executed by the Parties hereto against whom enforcement is sought.

Section 14.15 Waiver; Rights Cumulative. Any of the terms, covenants, representations, warranties, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of Seller or Buyer, or their respective officers, employees, agents, or representatives, nor any failure by Seller or Buyer to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation, or warranty. The rights of Seller and Buyer under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

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Section 14.16 Governing Law; Jurisdiction; Jury Waiver.

(a) THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF NEW YORK (EXCEPT THAT, WITH RESPECT TO ISSUES RELATING TO TITLE TO REAL PROPERTY LOCATED IN (I) PENNSYLVANIA, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL GOVERN AND (II) WEST VIRGINIA, THE LAWS OF THE STATE OF WEST VIRGINIA SHALL GOVERN), EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER TO THE LAWS OF ANOTHER JURISDICTION.

(b) THE PARTIES HEREBY (I) IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK, NEW YORK (THE “FEDERAL COURTS”) OR, SOLELY IF THE FEDERAL COURTS DO NOT HAVE SUBJECT MATTER JURISDICTION, THE STATE COURTS LOCATED IN NEW YORK, NEW YORK (THE “NEW YORK COURTS”) IN RESPECT OF ANY CLAIM, DISPUTE OR CONTROVERSY (OF ANY AND EVERY KIND OR TYPE, WHETHER BASED ON CONTRACT, TORT, STATUTE, REGULATION OR OTHERWISE) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (ANY SUCH CLAIM BEING A “COVERED CLAIM”; PROVIDED, HOWEVER, THAT THE TERM “COVERED CLAIM” EXCLUDES TITLE DISPUTES, THE RESOLUTION OF WHICH IS DEALT WITH EXCLUSIVELY IN SECTION 11.2(j)) AND FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF; (II) IRREVOCABLY AGREE TO REQUEST THAT THE APPLICABLE COURT ADJUDICATE ANY COVERED CLAIM ON AN EXPEDITED BASIS AND TO COOPERATE WITH EACH OTHER TO ASSURE THAT AN EXPEDITED RESOLUTION OF ANY SUCH COVERED CLAIM IS ACHIEVED; (III) WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING RAISING A COVERED CLAIM OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF THAT ANY OF THE PARTIES HERETO IS NOT SUBJECT TO THE PERSONAL JURISDICTION OF THE FEDERAL COURTS OR NEW YORK COURTS, THAT IT IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY BE INAPPROPRIATE OR INCONVENIENT OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS; AND (IV) IRREVOCABLY AGREE TO ABIDE BY THE RULES OF PROCEDURE APPLIED BY THE FEDERAL COURTS OR NEW YORK COURTS (AS THE CASE THE MAY BE) (INCLUDING PROCEDURES FOR EXPEDITED PRE-TRIAL DISCOVERY) AND WAIVE ANY OBJECTION TO ANY SUCH PROCEDURE ON THE GROUND THAT SUCH PROCEDURE WOULD NOT BE PERMITTED IN THE COURTS OF SOME OTHER JURISDICTION OR WOULD BE CONTRARY TO THE LAWS OF SOME OTHER JURISDICTION. THE PARTIES FURTHER AGREE THAT ANY COVERED CLAIM HAS A SIGNIFICANT CONNECTION WITH THE STATE OF NEW YORK AND WITH THE UNITED STATES, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY OTHER JURISDICTION. EACH PARTY REPRESENTS THAT IT HAS AGREED TO THE JURISDICTION OF THE FEDERAL COURTS AND NEW YORK COURTS IN RESPECT OF COVERED CLAIMS AFTER BEING FULLY AND ADEQUATELY ADVISED BY LEGAL COUNSEL OF ITS OWN CHOICE CONCERNING THE PROCEDURES AND LAW APPLIED IN THE FEDERAL COURTS AND NEW YORK COURTS AND HAS NOT RELIED ON ANY REPRESENTATION BY ANY OTHER PARTY OR ITS AFFILIATES, REPRESENTATIVES OR ADVISORS AS TO THE CONTENT, SCOPE, OR EFFECT OF SUCH PROCEDURES AND LAW, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY JURISDICTION.

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(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY COVERED CLAIM IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.16.

Section 14.17 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 14.18 Multiple Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties hereto. A facsimile or email transmission of a scanned, executed counterpart of this Agreement shall be sufficient to bind a Party hereto to the same extent as an original.

[THE NEXT SUCCEEDING PAGE IS THE EXECUTION PAGE]

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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement on Execution Date.

SELLER:
ATLAS ENERGY RESOURCES, LLC
By:	/s/ Jonathan Z. Cohen
Name:	Jonathan Z. Cohen
Title:	Vice Chairman
BUYER:
RELIANCE MARCELLUS, LLC
By:	/s/ Walter Van De Vijver
Name:	Walter Van De Vijver
Title:	President

Signature Page to

Purchase and Sale Agreement

EX-2.2

Exhibit 2.2

FORM OF

PARTICIPATION AND DEVELOPMENT AGREEMENT

By and among

Atlas Energy Resources, LLC,

Atlas America, LLC,

Viking Resources, LLC,

Atlas Resources, LLC

and

Reliance Marcellus, LLC

Dated April [    ], 2010

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Interpretive Provisions	12
ARTICLE II NATURE OF JOINT DEVELOPMENT; SCOPE AND COSTS
Section 2.1	Scope	12
Section 2.2	Lease Maintenance and Renewal Payments	13
Section 2.3	Renewal and Extension of Leases by Drilling	13
Section 2.4	Cost of Renewals, Extensions and Re-acquisitions	13
Section 2.5	Initial Geophysical Costs	14
Section 2.6	Reasonable Efforts	14
ARTICLE III DRILLING CARRY PROGRAM
Section 3.1	Drilling Carry Obligation.	14
Section 3.2	Multi-Year Plan During Drilling Carry Period	15
Section 3.3	Termination of Drilling Carry Obligation	15
Section 3.4	Adjustment to Drilling Carry Obligation; Relation to Purchase Agreement Title Examination	15
Section 3.5	Breach of Drilling Carry Obligation	16
ARTICLE IV JOINT OPERATING AGREEMENTS AND OPERATORS
Section 4.1	Joint Operating Agreement.	17
Section 4.2	Appointment of Operator under JOAs	17
Section 4.3	Development Operator and Duties	19
Section 4.4	Rights of Way	20
Section 4.5	Removal or Resignation of Operators	20
Section 4.6	Operations Subject to Laws, Leases and Operating Agreement	21
Section 4.7	Liability of Operators	21
Section 4.8	Custody of Funds	22
Section 4.9	Seconded Employees	22
Section 4.10	Gas Marketing	22
Section 4.11	Title Examination	24

- i -

ARTICLE V JOINT DEVELOPMENT COMMITTEE, MEETINGS, BUDGET
Section 5.1	Joint Development Committee	24
Section 5.2	Annual Work Plan and Budgets during the Drilling Carry Period	26
Section 5.3	Development Plans and Annual Work Plan and Budgets After the Drilling Carry Termination Date	28
Section 5.4	Contract Awards After the Drilling Carry Period	32
Section 5.5	Reports	32
Section 5.6	Certain Affiliate Contracts	33
Section 5.7	Participation or Non-Participation During the Drilling Carry Period	33
Section 5.8	Reimbursement of Development Operator for Overhead Costs	33
ARTICLE VI AREA OF MUTUAL INTEREST AND ADDITIONAL ACREAGE
Section 6.1	Area of Mutual Interest	34
Section 6.2	Acquisition of Acreage in the AMI	34
Section 6.3	Acquisition of Option Acreage	34
Section 6.4	Applicable AMI Acreage	36
Section 6.5	Leasing Responsibility	38
Section 6.6	Third Party Agreements	38
ARTICLE VII TRANSFER RESTRICTIONS
Section 7.1	Restrictions on Transfer	38
Section 7.2	Documentation for Transfers; Validity of Transfer	41
Section 7.3	Change of Control of Atlas or Atlas Parent	42
Section 7.4	Maintenance of Uniform Interest	42
ARTICLE VIII RIGHT OF FIRST OFFER IN PROSPECTIVE AREA
Section 8.1	Reliance ROFO	42
Section 8.2	Waiver of Reliance ROFO	43
Section 8.3	Applicability of Transfer Restrictions	43
ARTICLE IX LAND AND GEOSCIENCE DATA
Section 9.1	Land Information	44
Section 9.2	Geoscience Data	44
Section 9.3	No Warranty of Accuracy	44
ARTICLE X DEFAULT
Section 10.1	Defaults	44

- ii -

Section 10.2	Non-Exclusive Remedies	46
Section 10.3	Interest	46
ARTICLE XI TERM AND TERMINATION
Section 11.1	Term	46
Section 11.2	Termination	46
ARTICLE XII TAX PARTNERSHIP
Section 12.1	Tax Partnership	46
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 13.1	Non-Solicit; Non-Hire	47
Section 13.2	Notices	47
Section 13.3	Relationship of the Parties	48
Section 13.4	Publicity and Recordation of Documents	48
Section 13.5	Waiver	48
Section 13.6	Amendments; Binding Effect	49
Section 13.7	No Third Party Beneficiaries	49
Section 13.8	Severability	49
Section 13.9	Governing Law; Jurisdiction, Venue; Jury Waiver	49
Section 13.10	Waiver of Consequential Damages	51
Section 13.11	Confidentiality	51
Section 13.12	Schedules	52
Section 13.13	Interpretation	52
Section 13.14	Conflicting Provisions	52
Section 13.15	Representations and Warranties	52
Section 13.16	Entire Agreement	53
Section 13.17	Further Assurances	53
Section 13.18	Memorandum	53
Section 13.19	Recognition of Rights	53
Section 13.20	Joint and Several Liability	54
Section 13.21	Multiple Counterparts	54

- iii -

EXHIBITS

Exhibit A - Designated Regions

Exhibit B - Form of Assignment

Exhibit C - Form of Joint Operating Agreement

Exhibit D - Form of Memorandum

Exhibit E - Multi-Year Plan

Exhibit F - Initial Annual Work Plan and Budget

Exhibit G - Prospective Wells

Exhibit H - Initial Geophysical Costs

Exhibit I - Overhead

Exhibit J - Gas Gathering Agreement Principles

SCHEDULES

Schedule 4.2(b)(i)(A) - Project Area 1

Schedule 4.2(b)(i)(B) - Project Area 2

Schedule 4.2(b)(i)(C) - Project Area 3

Schedule 4.2(b)(i)(D) - Project Area 4

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PARTICIPATION AND DEVELOPMENT AGREEMENT

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April [    ], 2010 (the “Effective Date”) is by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas America, LLC, a Pennsylvania limited liability company (“Atlas America”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”, and together with Atlas Energy, Atlas America and Viking, each individually and collectively, “Atlas”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Reliance”). Atlas and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

RECITALS

WHEREAS, pursuant to the Purchase and Sale Agreement, dated as of April 9, 2010, by and between Atlas Energy and Reliance (the “Purchase Agreement”), Atlas sold and conveyed to Reliance, and Reliance purchased and acquired from Atlas, concurrently with the execution of this Agreement, the Conveyed Interests (as defined hereinafter), representing a 40% undivided interest in the Subject Oil and Gas Interests (as defined hereinafter) held by Atlas, and the Parties acknowledge and agree that the transactions contemplated by the Purchase Agreement are integral to the transactions contemplated by, and the rights and obligations of the Parties under, this Agreement and the Associated Agreements (as defined hereinafter);

WHEREAS, the Parties desire to participate together in the exploration and development of the Joint Interests (as defined hereinafter) and certain other oil and gas interests in a coordinated manner; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such arrangement in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Atlas and Reliance agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The respective terms defined in this Section 1.1, when used in this Agreement, have the respective meanings specified herein:

“Acquired Interests” has the meaning set forth in Section 6.3(c).

“Acquiring Person” has the meaning set forth in the definition of “Change of Control.”

“Acquisition Costs” has the meaning set forth in Section 6.2.

“Acquisition Notice” has the meaning set forth in Section 6.3(a).

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“AFE” has the meaning set forth in Section 5.1(b)(ii).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly (through one or more intermediaries or otherwise) Controls, is Controlled by, or is under common Control with the first Person; provided, that none of Atlas Pipeline Holdings, L.P., Atlas Pipeline Partners, L.P. or any of their respective Subsidiaries will be considered an “Affiliate” of Atlas, Atlas Parent or any of its wholly-owned subsidiaries.

“Agreement” has the meaning set forth in the Preamble.

“AMI” has the meaning set forth in Section 6.1.

“Annual Work Plan and Budget” means, for any Calendar Year, the work plan and budget applicable to the Joint Interests during such Calendar Year.

“Applicable Operating Agreements” means, collectively, the JOAs and all Third Party Agreements, and “Applicable Operating Agreement” means any of them.

“Associated Agreements” means (i) the Purchase Agreement, (ii) any JOA, (iii) the Standstill, AMI and Transfer Restriction Agreement, (iv) the Reliance Guarantee, (v) the Letter of Credit Agreement, (vi) the Letter of Credit, and (vii) any other documents and instruments entered into in connection with this Agreement.

“Atlas” has the meaning set forth in the Preamble; provided if any provision of this Agreement contemplates performance by a particular Atlas entity, then the term “Atlas” shall be deemed to refer to such particular entity.

“Atlas America” has the meaning set forth in the Preamble.

“Atlas Business Transaction” has the meaning set forth in Section 6.4(b).

“Atlas Credit Agreement” means that certain Credit Agreement, dated as of June 29, 2007, among Atlas Energy and certain subsidiaries named therein, as guarantors, Atlas Energy Operating Company, LLC, as borrower, the administrative agent party and the lenders each party thereto.

“Atlas Development Costs” has the meaning set forth in Section 2.1.

“Atlas Energy” has the meaning set forth in the Preamble.

“Atlas Interests” has the meaning set forth in Section 7.1(b)(i).

“Atlas Operated Area” means the acreage covered by the Joint Interests where Atlas or a wholly-owned subsidiary of Atlas Parent is designated operator.

“Atlas Parent” means Atlas Energy, Inc., a Delaware corporation.

“Atlas Participating Interest” has the meaning set forth in Section 2.1.

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“Atlas Persons” has the meaning set forth in Section 6.2.

“Atlas Production” has the meaning set forth in Section 4.10(b).

“Atlas Resources” has the meaning set forth in the Preamble.

“Average Well Cost” means an amount equal to the total Development Costs paid by the Parties in the applicable Calendar Year to drill and complete horizontal wells pursuant to the terms of this Agreement, divided by the total number of gross horizontal wells drilled and completed pursuant to the terms of this Agreement during such Calendar Year.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which commercial banks in New York, New York are closed.

“Calendar Year” means a period of 12 consecutive calendar months commencing on the first day of January and ending on the following 31st day of December, according to the Gregorian calendar.

“Change of Control” means, as to any subject Person (the “Subject Company”), any transaction as a result of which another Person (other than any Affiliate of the Subject Company) (the “Acquiring Person”) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of more than 50% of the then-outstanding Voting Interests of the Subject Company (including pursuant to any tender offer, exchange offer, consolidation, merger, amalgamation or reorganization or similar business combination) or any transaction where the power to direct or cause the direction of the management and policies of the Subject Company shall have been transferred to a Person that is not an Affiliate of the Subject Company; provided that a Change of Control of the Subject Company shall not have occurred if the Persons who beneficially own the outstanding Voting Interests of the Subject Company (or, in the case of a Subject Company that is a Subsidiary of another Person (such other Person, the “Parent Company”), the Persons who beneficially own the outstanding Voting Interests of the Parent Company) immediately before the occurrence of such transaction beneficially own, directly or indirectly, immediately after such transaction a majority of the outstanding Voting Interests of any of the Acquiring Person, the Subject Company or the Person resulting from such business combination transaction. For purposes of this definition, “Voting Interests” means securities of the Subject Company of any kind or class having power generally to vote in the election to the board of directors or similar governing body of the Subject Company.

“Confidential Data” has the meaning set forth in Section 13.11(a).

“Control” means the possession, directly or indirectly, of the following: (i) in the case of a corporation, more than 50% of the voting power of the outstanding securities thereof, (ii) in the case of a limited liability company, partnership, limited partnership or venture, the right to more than 50% of the distributions therefrom (including liquidating distributions), (iii) in the case of a trust or estate, more than 50% of the beneficial interest therein, (iv) in the case of any other Person, more than 50% of the economic or beneficial interest therein; or (v) in the case of any Person, the power to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and “Controlled by” and “Controlling” have the meaning correlative thereto.

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“Conveyed Interests” has the meaning set forth in the Purchase Agreement.

“Covered Claim” has the meaning set forth in Section 13.9(b).

“Defaulting Party” has the meaning set forth in Section 10.1.

“Designated Region” means any region set forth on Exhibit A.

“Development Costs” means all costs and expenses incurred in connection with the maintenance, development and operations on or relating to any Joint Interests and which are chargeable to the joint account, or for which a Party is otherwise responsible, under the terms of an Applicable Operating Agreement.

“Development Operation” means any operation undertaken pursuant to any Applicable Operating Agreement conducted in respect of this Agreement.

“Development Operations Contract” means any contract to which Development Operator is a party for which services thereunder are to be used primarily for the conduct of Development Operations.

“Development Operator” means, in each case subject to Sections 4.2, 4.5, 7.1, 7.3 or 10.1, (a) Atlas, with respect to the Joint Interests operated by Atlas and (b) Reliance, with respect to the Joint Interests operated by Reliance.

“Development Plan” means a two-year development plan applicable to the Joint Interests after the Drilling Carry Termination Date, which will be established in accordance with the terms of Sections 5.3(a) and (b).

“Direct Overhead Costs” has the meaning set forth in Section 5.8(a).

“Drilling Carry Balance” means, as of any time, the difference between the Drilling Carry Cap and the aggregate amount funded by (or, if funded pursuant to the Letter of Credit or the Reliance Guarantee, on behalf of) Reliance in satisfaction of the Drilling Carry Obligation as of such time.

“Drilling Carry Cap” means an amount equal to $1,357,471,260; provided such amount shall be reduced or increased as provided in Section 3.4.

“Drilling Carry Extension Factor” means an amount of time, rounded to the nearest whole month, equal to the product of (a) 12 months, multiplied by (b) a fraction, (i) the numerator of which shall be the maximum number of wells that may be drilled by Atlas under the Multi-Year Plan for the relevant Calendar Year, plus any catch up wells that Atlas would otherwise propose for the relevant Calendar Year pursuant to Section 5.2(c) (and ignoring any limitation set forth in Section 5.2(d) on number of wells to be drilled), minus the number of Restricted Wells for such Calendar Year, and (ii) the denominator of which shall be the maximum number of wells that may be drilled by Atlas under the Multi-Year Plan for the relevant Calendar Year, plus any catch up wells that Atlas would otherwise propose for the relevant Calendar Year pursuant to Section 5.2(c) (and ignoring any limitation set forth in Section 5.2(d) on number of wells to be drilled).

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“Drilling Carry Obligation” has the meaning set forth in Section 3.1(a).

“Drilling Carry Period” has the meaning set forth in Section 3.1(a).

“Drilling Carry Shortfall” has the meaning set forth in Section 3.5.

“Drilling Carry Termination Date” means the earlier to occur of:

(a) the date on which the aggregate Drilling Carry Obligation paid by (or, if funded pursuant to the Letter of Credit or the Reliance Guarantee, on behalf of) Reliance in respect of Qualified Costs otherwise chargeable to Atlas equals the Drilling Carry Cap; and

(b) the date that is five and one-half years after the Effective Date; provided that, if the aggregate number of gross wells drilled to their target formations in respect of the Joint Interests as of the end of such five and one-half year period (excluding for this purpose any wells for which Atlas has elected not to apply the Drilling Carry Obligation pursuant to Section 3.1(a)) shall be equal to or greater than 85% of the aggregate number of gross wells set forth in the Multi-Year Plan to be drilled during such five and one-half year period (the “Drilling Target”), then the date referred to above in this clause (b) shall be the date that is seven and one-half years after the Effective Date; provided, further, that:

(i) if there is an Excess Cost Event, then the five and one-half year period referred to above in this clause (b) shall be extended by the Drilling Carry Extension Factor pursuant to Section 5.2(d), up to a maximum time of seven and one-half years after the Effective Date;

(ii) if there is a Force Majeure Event that results in Atlas’s inability to achieve the Drilling Target, then the five and one-half year period shall be automatically extended on a day-to-day basis to the extent such Force Majeure Event continues to result in such inability, up to a maximum time of seven and one-half years after the Effective Date; and

(iii) if this Agreement is breached by Reliance, and such breach has caused Atlas or any of its Affiliates to fail to use the Drilling Carry Cap in satisfaction of the Drilling Carry Obligation by the end of the five and one-half year period or seven and one-half year period referred to above in this clause (b), then the Drilling Carry Termination Date shall not occur until the date on which the aggregate Drilling Carry Obligation paid by (or, if funded pursuant to the Letter of Credit or the Reliance Guarantee, on behalf of) Reliance on behalf of Atlas equals the Drilling Carry Cap.

If Reliance elects to become the Development Operator with respect to any Project Area(s) in accordance with the terms of this Agreement and Reliance, acting in such capacity, does not drill the Specified Number of Wells contemplated for such Project Area(s) by the time the Drilling Carry Termination Date occurs pursuant to clause (b) above (except to the extent Reliance does not drill such wells as the result of an Excess Cost Event or as a consequence of Atlas’ breach of this Agreement), then, notwithstanding the occurrence of the Drilling Carry Termination Date (other than under clause (a) above), Atlas shall be entitled to apply the Drilling Carry Balance to Qualified Costs for the number of wells (regardless of which Party drills such wells) equal to the difference between the Specified Number of Wells contemplated for such Project Area(s) and the actual number of wells drilled by Reliance in such Project Area(s).

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“Drilling Maximum” has the meaning set forth in Section 5.3(a).

“Drilling Partnership” means a partnership entity created under applicable state Law with a primary purpose of funding the drilling of oil and gas wells, the subsequent ownership and disposition of such wells, and the production of Hydrocarbons therefrom.

“Drilling Unit” means the area fixed for the drilling of one well by order or rule of any state or federal body having authority. If a Drilling Unit is not fixed by any such rule or order, a Drilling Unit will have the size and shape as reasonably determined by the Development Operator for such Drilling Unit.

“Effective Date” has the meaning set forth in the Preamble.

“Encumbrances” has the meaning set forth in the Purchase Agreement.

“Excess Cost Event” has the meaning set forth in Section 5.2(d).

“Excess Cost Year” has the meaning set forth in Section 5.2(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Federal Courts” has the meaning set forth in Section 13.9(b).

“First Project Area” has the meaning set forth in Section 4.2(b)(i).

“First Reliance Operator Date” has the meaning set forth in Section 4.2(b)(i).

“Force Majeure Event” means any event not reasonably within the control of the Party claiming the force majeure, including the following to the extent such events are not reasonably within the control of the Party claiming the force majeure: act of God, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood or other act of nature, explosion, governmental action (including changes in laws, regulations or policies with the effect of law or, in each case, the enforcement thereof), governmental delay or restraint (including with respect to the issuance of permits) and unavailability of drilling rigs on commercially reasonable terms; provided, a “Force Majeure Event” shall not include (i) lack of financing or funds and (ii) to the extent affecting only such Party’s or such Affiliate’s employees, any strike, work stoppage or other organized labor difficulty.

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“Form of Assignment” means an assignment that will be in substantially the same form as that attached to this Agreement as Exhibit B.

“Hydrocarbons” shall mean oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals produced in association therewith.

“Initial Development Period” means the period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date.

“Initial Geophysical Costs” has the meaning set forth in Section 2.5.

“JDC Operator” has the meaning set forth in Section 5.1(a).

“JOA” means a joint operating agreement, in the form attached to this Agreement as Exhibit C, to be executed by the Parties, which in conjunction with this Agreement, shall govern all operations on the Joint Interests as between the Parties.

“Joint Development Committee” has the meaning set forth in Section 5.1(a).

“Joint Interests” means all right, title and interest of the Parties acquired (i) pursuant to the Purchase Agreement whether within or outside of the AMI and (ii) within the AMI in and to oil and gas assets in which both Parties hold an interest, whether held on, or acquired at or after, the Effective Date.

“Law” means all applicable statutes, laws, rules, regulations, orders, ordinances, judgments and decrees of any governmental authority, including the common or civil law of any foreign or domestic governmental authority.

“Letter of Credit” means the Irrevocable Standby Letter of Credit, as renewed from time to time, dated as of the Effective Date in favor of Atlas issued pursuant to the Letter of Credit Agreement.

“Letter of Credit Agreement” means that certain Letter of Credit Agreement dated as of the Effective Date between Atlas Energy and Reliance.

“Liabilities” has the meaning set forth in Section 4.7(a).

“LMM” means Laurel Mountain Midstream, LLC, a Delaware limited liability company.

“LMM Gas Gathering Agreements” means that certain (i) Gas Gathering Agreement for Natural Gas on the Legacy Appalachian System dated as of June 1, 2009, between Atlas and LMM and (ii) Gas Gathering Agreement for Natural Gas on the Expansion Gathering System dated June 1, 2009, between Atlas and LMM.

“Marketing Period” has the meaning set forth in Section 4.10(b).

“Marketing Transaction” has the meaning set forth in Section 4.10(d).

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“Memorandum” means that certain Memorandum of Participation and Development Agreement to be executed on the Effective Date by the Parties, in each case in sufficient counterparts to allow for recording, and filed against the Joint Interests to evidence the Parties respective rights and obligations under this Agreement, in the form of Exhibit D.

“Multi-Year Plan” has the meaning set forth in Section 3.2.

“Net Acre” shall mean, as computed separately with respect to each lease, (a) the number of gross acres in the lands covered by such lease, multiplied by (b) the undivided percentage interest in oil, gas or other minerals covered by such lease in such lands, multiplied by (c) Atlas’ or its applicable Subsidiary’s Working Interest in such lease; provided that if items (b) and/or (c) vary as to different areas of such lands (including depths) covered by such lease, a separate calculation shall be done for each such area as if it were a separate lease.

“Net Revenue Interest” shall mean, with respect to any lease, the interest in and to all Hydrocarbons produced, saved, and sold from or allocated to such lease, after giving effect to all royalties, overriding royalties, production payments, carried interests, net profits interests, reversionary interests, and other burdens upon, measured by, or payable out of production therefrom.

“New York Courts” has the meaning set forth in Section 13.9(b).

“Non-Budgeted Operation” has the meaning set forth in Section 5.3(e).

“Non-Consenting Party” has the meaning set forth in the JOA.

“Non-Defaulting Party” has the meaning set forth in Section 10.1.

“Non-Operating Interest Holder” means (a) Reliance, with respect to the Joint Interests operated by Atlas or any of its Affiliates and (b) Atlas, with respect to the Joint Interests operated by Reliance.

“Notice of Default” has the meaning set forth in Section 10.1.

“Option Acreage” has the meaning set forth in Section 6.3(a).

“Parent Company” has the meaning set forth in the definition of “Change of Control.”

“Participating Interest Share” means the aggregate percentage interest in the Joint Interests held by such Party and its Affiliates, in each case as may be adjusted from time to time in accordance with this Agreement and any JOA, which with respect to Atlas on the date hereof is equal to the Atlas Participating Interest, and with respect to Reliance on the date hereof is equal to the Reliance Participating Interest.

“Party” and “Parties” have the meaning set forth in the Preamble.

“Payment Date” has the meaning set forth in Section 6.3(c).

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“Permitted Encumbrances” has the meaning set forth in the Purchase Agreement.

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority or any other entity.

“Project Area” means, as applicable, the First Project Area, the Second Project Area and the Third Project Area.

“Prospective Area” means any of the following counties in Pennsylvania: Crawford, Elk, Erie, Forest, Lawrence, Mercer, Venango or Warren; and any of the following counties in New York: Cattaraugus, Chautauqua, Delaware or Otsego.

“Prospective Wells” has the meaning set forth in Section 5.2(a).

“Purchase Agreement” has the meaning set forth in the Recitals.

“Purchase Price” has the meaning set forth in the Purchase Agreement.

“Qualified Costs” means all Development Costs in the nature of capital expenditures associated with maintenance, development and operations on or in connection with any Joint Interests or well, including third-party title review or examination, permitting, drilling, completion, geotechnical and geophysical, seismic and infrastructure costs, reclamation and related costs and capital expenditures for infrastructure required for gathering and treating, but excluding all taxes, all costs incurred in the acquisition of acreage, all costs of lease maintenance, renewals and extensions, all operating expenditures, all overhead charges, and general and administrative expenses; provided that “Qualified Costs” shall not include costs relating to an oil and gas lease (or interest in an oil and gas lease) for a well in which a Drilling Partnership owns an interest.

“Qualified Transferee” means, with respect to any Person that is an Acquiring Person in a Change of Control or transferee in a Transfer, a Person that satisfies the following conditions set forth in clause (a) and (b) below:

(a) either (1) such Person, as of the earlier of the execution of a definitive agreement providing for a Change of Control or Transfer or the date of consummation of such Change of Control or Transfer (such earlier date, the “Testing Date”), has a corporate credit rating equal to or higher than the Specified Credit Rating or (2) in the event of a Change of Control of Atlas, the credit rating of Atlas (or, if Atlas is not the surviving entity in such Change of Control transaction, the surviving entity of such Change of Control transaction) immediately after such Change of Control transaction shall have a corporate credit rating equal to or higher than the Specified Credit Rating; and

(b) either one of the following shall have been satisfied:

(i) as of the day before the Testing Date, such Person or any of its Affiliates shall be engaged in the energy business and have oil or gas operations, and shall have headquarters located within any Designated Region; or

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(ii) with respect to a Change of Control of Atlas or Atlas Parent or a Transfer of the Atlas Interests, on or prior to the consummation of such Change of Control or Transfer, Ed Cohen and Jonathan Cohen (or in the event of the death of either Person, the other Person) shall have employment agreements with any of the Acquiring Person, the Subject Company undergoing a Change of Control, or any of their Affiliates, and such employment agreements shall terminate no earlier than one year following the consummation of such Change of Control or such Transfer.

“Reliance” has the meaning set forth in the Preamble.

“Reliance Business Transaction” has the meaning set forth in Section 6.4(c).

“Reliance Development Costs” has the meaning set forth in Section 2.1.

“Reliance Guarantee” means that certain Guarantee of Payment dated as of the Effective Date made by Reliance Parent on behalf of Reliance in favor of Atlas.

“Reliance Interests” has the meaning set forth in Section 7.1(a)(i).

“Reliance Offer” has the meaning set forth in Section 8.1.

“Reliance Offer Price” has the meaning set forth in Section 8.1.

“Reliance Parent” means Reliance Industries Limited, a company incorporated in India.

“Reliance Participating Interest” has the meaning set forth in Section 2.1.

“Reliance Persons” has the meaning set forth in Section 6.2.

“Reliance Production” has the meaning set forth in Section 4.10(b).

“Reliance ROFO” has the meaning set forth in Section 8.1.

“Representatives” means, as to any Party, the directors, employees, officers, advisors, attorneys, accountants, consultants, Affiliates, agents, bankers, or representatives or “controlling persons” (within the meaning of the Exchange Act) of such Party.

“Restricted Wells” has the meaning set forth in Section 5.2(d).

“Rights of Way” has the meaning set forth in Section 4.4.

“ROFO Interest” has the meaning set forth in Section 8.1.

“ROFO Notice” has the meaning set forth in Section 8.1.

“ROFO Period” has the meaning set forth in Section 8.1.

“SEC” means the United States Securities and Exchange Commission.

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“Second Calendar Year” has the meaning set forth in Section 5.3(b).

“Second Project Area” has the meaning set forth in Section 4.2(b)(ii).

“Second Reliance Operator Date” has the meaning set forth in Section 4.2(b)(ii).

“Sole Risk Development Operations” means Development Operations in which either Reliance or Atlas does not participate in accordance with the terms of this Agreement and an Applicable Operating Agreement.

“Specified Change of Control” means the occurrence of both of the following: (a) Persons who, on the date hereof, constitute the board of directors of Atlas Parent (the “Incumbent Atlas Parent Directors”) cease to constitute at least a majority of the board of directors of Atlas Parent; provided that any Person who becomes a director of Atlas Parent subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Atlas Parent Directors then on the board of directors of Atlas Parent (either by a specific vote or by approval of the proxy statement of Atlas Parent in which such Person is named as a nominee for director) shall be an Incumbent Atlas Parent Director and (b) neither Edward Cohen nor Jonathan Cohen continue to be either a director of Atlas Parent or employed by Atlas Parent or Atlas.

“Specified Credit Rating” means B+ from Standard & Poor’s Ratings Services (S&P) or B1 from Moody’s Investors Service, Inc.

“Specified Number of Wells” means the lesser of the following: (i) the number of wells contemplated for the subject Project Area(s) under the Multi-Year Plan for the period during which Reliance is Development Operator with respect to such Project Area and (ii) the aggregate number of wells contemplated for the subject Project Area(s) under the Annual Work Plan and Budgets (or portion thereof) for the period during which Reliance is operator with respect to such Project Area(s).

“Standstill, AMI and Transfer Restriction Agreement” means that certain Standstill, AMI and Transfer Restriction Agreement dated as of the Effective Date among Atlas Parent, Atlas Energy, Reliance Parent and Reliance.

“Subject Company” has the meaning set forth in the definition of “Change of Control.”

“Subject Oil and Gas Interests” means “Assets” as such term is defined in the Purchase Agreement.

“Subsidiaries” has the meaning set forth in the Purchase Agreement.

“Tax Partnership Agreement” has the meaning set forth in the Purchase Agreement.

“Testing Date” has the meaning set forth in the definition of “Qualified Transferee.”

“Third Party Agreement” has the meaning set forth in Section 4.1(a).

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“Third Party Prepared Information” has the meaning set forth in Section 5.5.

“Third Project Area” has the meaning set forth in Section 4.2(b)(iii).

“Title Benefit Cash Call Payment Amount” has the meaning set forth in the Purchase Agreement.

“Title Defect Cash Call Payment Amount” has the meaning set forth in the Purchase Agreement.

“Transfer” has the meaning set forth in Section 7.1(a)(i).

“Unpaid Carry Percentage” means, as of any time, the product of 100%, multiplied by the amount obtained by dividing (i) the Drilling Carry Balance by (ii) the Drilling Carry Cap plus the Purchase Price.

“Viking” has the meaning set forth in the Preamble.

“Working Interest” means the percentage interest in the full and entire leasehold estate in any property and all rights and obligations of every kind and character pertinent thereto or arising therefrom, without regard to any valid lessor royalties, overriding royalties and/or other burdens against production insofar as said interest in said leasehold is burdened with the obligation to bear and pay the cost of exploration, development and operation.

Section 1.2 Interpretive Provisions.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, and (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns.

(b) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

ARTICLE II

NATURE OF JOINT DEVELOPMENT; SCOPE AND COSTS

Section 2.1 Scope. This Agreement governs, among other things, the respective rights and obligations of the Parties with respect to the funding, development and operation of the Joint Interests. As of the Effective Date, Atlas owns an undivided 60% interest in the Subject Oil and Gas Interests (the “Atlas Participating Interest”), and Reliance owns an undivided 40% interest in the Subject Oil and Gas Interests (the “Reliance Participating Interest”). Except as set forth in Article III or otherwise provided in any JOA or this Agreement, each Party shall pay and be responsible for its Participating Interest Share of Development Costs incurred from and after the Effective Date in accordance with, and subject to, the terms and conditions of this Agreement and the Applicable Operating Agreements (the Participating Interest Share of Development Costs of Atlas and its Subsidiaries, the “Atlas Development Costs” and the Participating Interest Share of Development Costs of Reliance and its Subsidiaries, the “Reliance Development Costs”). If either Party assigns, sells, transfers, or conveys all or a portion of its Participating Interest Share in accordance with the provisions of this Agreement, the Participating Interest Shares shall be adjusted accordingly. Each Party shall have the right to audit Development Operator’s accounts with respect to Development Costs in which it participates and Direct Overhead Costs on the same basis as provided in the JOAs; provided each Party shall have the right to combine audits of Development Operator’s accounts with respect to the Applicable Operating Agreements where Development Operator has been designated operator.

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Section 2.2 Lease Maintenance and Renewal Payments. Subject to Section 2.4, each Party shall be responsible for its Participating Interest Share of all delay rentals, shut-in or minimum royalty payments and, subject to Section 2.3(b), any other lease payments necessary to renew, maintain or extend the Joint Interests; provided that, subject to the foregoing, Atlas will make a diligent effort to pay, promptly and timely, for and on behalf of the Parties, each delay rental, shut-in payment, minimum royalty and any other lease renewal or maintenance payment for the Joint Interests, and provided further that, subject to Section 2.4, Atlas may determine, in its reasonable discretion, not to renew, maintain or extend any such Joint Interest. Atlas will not be liable to Reliance for any inadvertent act or omission pertaining to the performance of its obligations under this Section 2.2 or any loss resulting from such inadvertent act or omission unless such act or omission constitutes gross negligence or willful misconduct by Atlas. Subject to Section 2.4, Atlas may invoice Reliance 60 days prior to the date any delay rental, shut-in payment, minimum royalty or any other lease maintenance or renewal payment shall become due, and Reliance shall pay any such invoice within 30 days of receipt.

Section 2.3 Renewal and Extension of Leases by Drilling.

(a) To the extent drilling or other operations by Atlas with respect to any property included within the Joint Interests (excluding the limitation on horizons therein) but outside the oil and gas horizons included in the Joint Interests results in any renewal or extension of the Joint Interests, Reliance will be responsible for its Participating Interest Share of the costs of such drilling or other operations, and upon Reliance’s payment of such costs, Atlas will promptly assign to Reliance its Participating Interest Share in such property (including any additional horizons) and Reliance will be entitled to the Net Revenue Interest associated therewith.

(b) If Atlas determines not to renew or extend any Joint Interest pursuant to Section 2.2, Atlas will provide Reliance with no less than 30 days (to the extent reasonably possible) notice of such determination in writing prior to the expiration of such Joint Interest, and Reliance will have the right to enter into new arrangements with the applicable lessor to become solely responsible with respect to such Joint Interest. Thereafter, notwithstanding anything contained in this Agreement to the contrary, such Joint Interest shall be deemed to be excluded from the terms and conditions of this Agreement.

Section 2.4 Cost of Renewals, Extensions and Re-acquisitions. Notwithstanding anything contained in this Agreement to the contrary, if during the 18 month period commencing as of the Effective Date, any lease acquired as part of the Subject Oil and Gas Interests expires, or with respect to which an option to extend has expired, then Atlas shall, at its sole cost and expense, take any one of the following actions: (a) renew such lease, (b) lease the lands covered by such lease, (c) extend the term of such lease, or (d) enter into a replacement lease covering comparable acreage in terms of (i) the number of acres, (ii) location of the acreage, and (iii) at a Net Revenue Interest not less than, and a Working Interest not greater than, that of the expiring or invalid lease, provided that in the event Atlas is unable to find acreage with the same or a higher Net Revenue Interest, the Parties will negotiate in good faith to resolve such issue by other mutually acceptable means.

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Section 2.5 Initial Geophysical Costs. Atlas and Reliance agree to allocate the payment of certain initial geophysical and geological costs in the manner set forth in Exhibit H.

Section 2.6 Reasonable Efforts. During the term of this Agreement, the Parties will cooperate fully with one another and complete diligently and in good faith the Development Operations contemplated by this Agreement in accordance with the terms of this Agreement.

ARTICLE III

DRILLING CARRY PROGRAM

Section 3.1 Drilling Carry Obligation.

(a) In addition to paying for its Participating Interest Share of Development Costs, following the Effective Date until the Drilling Carry Termination Date (the “Drilling Carry Period”), Reliance will pay, on behalf of Atlas and its applicable Subsidiaries, 75% of the Qualified Costs (except as provided in the last two sentences of this Section 3.1(a)) included within the Atlas Development Costs (such obligation to pay, the “Drilling Carry Obligation”) up to an amount not to exceed the Drilling Carry Cap. Any amounts paid to Atlas pursuant to the Letter of Credit or the Reliance Guarantee shall be deemed to have been paid in respect of the Drilling Carry Obligation. The Drilling Carry Obligation shall be applied to all Qualified Costs for any well unless Atlas makes an affirmative written election for it to not be so applied. Any such election will be provided by Atlas to Reliance in writing no later than 30 days following delivery by Atlas of the AFE for the relevant well.

(b) Reliance will pay the Drilling Carry Obligation in the same manner and at the same time it pays the Reliance Development Costs pursuant to Section 5.2 and the Applicable Operating Agreement; provided that all such payments during the Drilling Carry Period shall be deemed, first, to be a payment in respect of the Drilling Carry Obligation due at such time and, second, and only to the extent that the portion of the Drilling Carry Obligation that is due at such time is paid in full, to be a payment in respect of the Reliance Development Costs. Atlas will maintain an accurate record of the Qualified Costs paid by (or, if funded pursuant to the Letter of Credit or the Reliance Guarantee, on behalf of) Reliance and applied toward the Drilling Carry Obligation and will provide Reliance with a monthly statement reflecting (i) all such Qualified Costs paid for such month, (ii) all Qualified Costs paid since the Effective Date and (iii) the Drilling Carry Balance. Reliance shall be entitled to exercise all rights available to it under the Applicable Operating Agreement to audit the accounts of the operator thereunder with respect to such payments.

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Section 3.2 Multi-Year Plan During Drilling Carry Period. Atlas and Reliance have discussed a five-year development plan designed to facilitate the full utilization of the Drilling Carry Obligation during the Initial Development Period (the “Multi-Year Plan”), which is attached as Exhibit E and may be revised as provided in Section 5.2(b).

Section 3.3 Termination of Drilling Carry Obligation. Except as set forth in clause (b)(iii) of the definition of Drilling Carry Termination Date or the last paragraph of such definition, in no event shall the Drilling Carry Termination Date extend beyond the date that is seven and one-half years from the Effective Date. Notwithstanding any provision of this Agreement, if upon the occurrence of the Drilling Carry Termination Date, the amount of the Drilling Carry Obligation paid by (or, if funded pursuant to the Letter of Credit or the Reliance Guarantee, on behalf of) Reliance for any reason is less than the Drilling Carry Cap, the Drilling Carry Obligation shall terminate and Reliance shall have no further obligation with respect thereto.

Section 3.4 Adjustment to Drilling Carry Obligation; Relation to Purchase Agreement Title Examination.

(a) The Drilling Carry Cap shall be reduced in accordance with Section 11.2(d)(ii)(A)(1)(aa) of the Purchase Agreement.

(b) Reliance’s obligation to pay the Drilling Carry Obligation shall be reduced in cash calls under any Applicable Operating Agreement by the Title Defect Cash Call Payment Amount in accordance with Section 11.2(d)(ii)(A)(1)(bb) of the Purchase Agreement, in which case the Title Defect Cash Call Payment Amount shall be paid by Atlas on behalf of Reliance and all such payments shall be treated for purposes of this Agreement as if such Title Defect Cash Call Payment Amounts had been paid by Reliance in satisfaction of the Drilling Carry Obligation.

(c) Reliance’s obligation to pay Reliance Development Costs shall be reduced in any applicable cash calls under an Applicable Operating Agreement to the extent required pursuant to Section 11.2(d)(ii)(A)(2) of the Purchase Agreement, and such reduced amounts shall be paid by Atlas on behalf of Reliance.

(d) Atlas’s obligation to pay Atlas Development Costs shall be reduced in cash calls under any Applicable Operating Agreement by the Title Benefit Cash Call Payment Amount in accordance with clause (i)(A) of the second sentence of Section 11.2(e) of the Purchase Agreement, in which case the Title Benefit Cash Call Payment Amount shall be paid by Reliance on behalf of Atlas and all such payments shall be treated for purposes of this Agreement as if such Title Benefit Cash Call Payment Amounts had been paid by Atlas.

(e) The Drilling Carry Cap shall be increased in accordance with clause (i)(B) of the second sentence of Section 11.2(e) of the Purchase Agreement.

(f) Atlas’s obligation to pay Atlas Development Costs shall be reduced in any applicable cash calls under an Applicable Operating Agreement to the extent required pursuant to clause (ii) of the second sentence of Section 11.2(e) of the Purchase Agreement, and such reduced amounts shall be paid by Reliance on behalf of Atlas.

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(g) Without limiting the rights, obligations and remedies of the parties under the Purchase Agreement and under this Section 3.4 with respect to title, no burden on title for any Joint Interest existing or accruing on or prior to the date of this Agreement shall be considered a subsequently created interest for purposes of any Applicable Operating Agreement, whether or not reflected on any Schedule to an Applicable Operating Agreement.

Section 3.5 Breach of Drilling Carry Obligation. In the event that, at any time during the Drilling Carry Period, Reliance fails to pay any amounts (the “Drilling Carry Shortfall”) when due in satisfaction of the Drilling Carry Obligation, and such default remains uncured for more than 30 days after written notice of such default to Reliance, then Atlas shall be entitled to draw an amount equal to the Drilling Carry Shortfall under the Letter of Credit in accordance with the terms of the Letter of Credit Agreement and the Letter of Credit and under the Reliance Guarantee in accordance with the terms of the Reliance Guarantee. In the event that, for any reason, the exercise of the remedies under the Letter of Credit and the Reliance Guarantee shall not have resulted in Atlas’s receipt of the full amount of the Drilling Carry Shortfall within the time specified for payment in the Letter of Credit and the Reliance Guarantee, then, without limiting any other rights and remedies Atlas might have, at equity or at law, and in addition to the remedies set forth in Article X of this Agreement, Atlas and its Affiliates shall also be entitled to exercise any one or more of the following remedies, in Atlas’s discretion:

(a) exercise Atlas’s rights to receive a permanent assignment, for no consideration and with a special warranty for claims by, through or under Reliance and its Affiliates subject to Permitted Encumbrances, of an undivided Unpaid Carry Percentage interest in the Conveyed Interests held by Reliance and its Affiliates, excluding any Drilling Unit (and related wells) within the Conveyed Interests on which a well has been drilled;

(b) replace Reliance as Development Operator in each case where Reliance has been so appointed in accordance with this Agreement, and Reliance shall no longer have the right to be so appointed or act as Development Operator;

(c) prohibit Reliance’s access to any data or information relating to any matters or operations conducted under this Agreement or any Applicable Operating Agreement; provided, however, that if Reliance retains any Participating Interest Share in the Joint Interests following its failure to pay any amount of the Drilling Carry Obligation, Reliance shall be entitled to access to only the data and information under this Agreement and any Applicable Operating Agreements to the extent relating to any operations in connection therewith in which it is entitled to continue to participate; and/or

(d) terminate Article VI of this Agreement.

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ARTICLE IV

JOINT OPERATING AGREEMENTS AND OPERATORS

Section 4.1 Joint Operating Agreement.

(a) Prior to the commencement of operations for each well to be drilled by Atlas or Reliance on the Joint Interests, to the extent Reliance is a Development Operator of such Joint Interest, the Parties will enter into a JOA for each Drilling Unit or all or any portion of the Joint Interests relating to such well or wells, as applicable, that is not subject to a third party operating agreement (a “Third Party Agreement”), or a joint operating agreement previously entered into by the Parties, as of the date such well is proposed. Each Party, acting in its capacity as a Development Operator pursuant to the terms of this Agreement, will propose that the Parties enter into JOAs in a reasonably efficient manner as the Development Operator shall determine, taking into account the aggregate acreage to be contributed by the Joint Interests to such JOA area and the various interests in such contributed acreage.

(b) In the event any portion of the Joint Interests is governed by a Third Party Agreement, the terms of that Third Party Agreement will control as between the third party and the Parties to this Agreement; provided, however, that the applicable JOA will apply as between the Parties to this Agreement to the greatest extent possible. In the event of any conflict or inconsistency between the terms of this Agreement and any JOA entered into between the Parties, this Agreement shall prevail to the extent of such conflict. If the remainder of the entire interest covered by an existing Third Party Agreement is subsequently acquired, then such Third Party Agreement shall be superseded and replaced in its entirety by a JOA (subject to the prevailing terms of this Agreement).

Section 4.2 Appointment of Operator under JOAs.

(a) Subject to Sections 4.2(b), 4.5, 7.1, 7.3 and 10.1, Atlas is entitled to serve as Development Operator under this Agreement and operator under the JOAs in respect of the Joint Interests. With respect to the Joint Interests for which Atlas is entitled to be Development Operator pursuant to the preceding sentence, Atlas or such wholly-owned Subsidiary of Atlas Parent as Atlas shall designate shall serve as operator under the JOAs. Subject to Sections 3.5, 7.1 and 10.1, with respect to the Joint Interests for which Reliance becomes entitled to be Development Operator pursuant to Sections 4.2(b), 4.5, 7.1, 7.3 or 10.1, Reliance shall serve as operator under the JOAs. All references in this Agreement to “Development Operator” shall be deemed to include such Party in its role as Development Operator under this Agreement and in its role (or in the case of Atlas, in its or its designee’s role) as operator under an Applicable Operating Agreement.

(b) Notwithstanding the foregoing, including the assignment of operating rights to Atlas, Reliance is hereby granted the following options to become a Development Operator, exercisable in accordance with the terms and conditions of this Section 4.2:

(i) an option, exercisable within 120 days following the Effective Date, to become the Development Operator on a date that is no earlier than the first anniversary of the Effective Date, or such earlier date as may be mutually agreed by the Parties (the date on which Reliance first becomes a Development Operator, the “First Reliance Operator Date”), of the acreage located in one, and only one, of the following Project Areas (as selected in accordance with this Section 4.2(b)(i), the “First Project Area”):

(A) Project Area 1 — the geographic area indicated on Schedule 4.2(b)(i)(A);

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(B) Project Area 2 — the geographic area indicated on Schedule 4.2(b)(i)(B);

(C) Project Area 3 — the geographic area indicated on Schedule 4.2(b)(i)(C); or

(D) Project Area 4 — the geographic area indicated on Schedule 4.2(b)(i)(D).

(ii) an option, exercisable within 30 days following the first anniversary of the First Reliance Operator Date, to become the Development Operator on a mutually agreeable date (the “Second Reliance Operator Date”) of the acreage located in one, and only one, of the remaining Project Areas listed in Section 4.2(b)(i) (the “Second Project Area”) if, Reliance (A) has completed at least 85% of the wells planned for the period following the first anniversary of the First Reliance Operator Date for the First Project Area in the relevant Annual Work Plan and Budget prior to such first anniversary date (provided that, if there is a Force Majeure Event that results in Reliance’s inability to achieve the drilling target referred to above, then such first anniversary date shall be automatically extended on a day-to-day basis to the extent such Force Majeure Event continues to result in such inability) and (B) has materially complied with the terms of the applicable JOA relating to the First Project Area; and

(iii) an option, exercisable within 30 days following the date that is six months following the Second Reliance Operator Date, to become the Development Operator on a mutually agreeable date of the acreage located in one, and only one, of the remaining Project Area listed in Section 4.2(b)(i) (the “Third Project Area”) if Reliance (A) has completed at least 85% of the wells planned for the six month period following the Second Reliance Operator Date for the Second Project Area in the relevant Annual Work Plan and Budget prior to such six months following the Second Reliance Operator Date (provided that, if there is a Force Majeure Event that results in Reliance’s inability to achieve the drilling target referred to above, then such six month anniversary date shall be automatically extended on a day-to-day basis to the extent such Force Majeure Event continues to result in such inability) and (B) has materially complied with the terms of the applicable JOA(s) relating to the First Project Area and, if different, the Second Project Area.

(c) Notwithstanding the rights provided to Reliance in Section 4.2(b), for each of the Project Areas, Atlas (or a wholly-owned Subsidiary of Atlas Parent) will continue as the Development Operator of any acreage within such selected Project Area (i) until Reliance becomes the operator for such Project Area, and (ii) in which Atlas (or a wholly-owned Subsidiary of Atlas Parent) is designated operator pursuant to existing Third Party Agreements; provided if Reliance is entitled to become operator for such Project Area under Section 4.2(b), Atlas and its Affiliates will vote and otherwise take all actions reasonably available under any such Third Party Agreement to designate Reliance as operator for such Project Area. If Reliance fails to elect within the relevant time limits specified in Section 4.2(b) to become Development Operator for any of the Project Areas, Reliance will be deemed to have declined to exercise such option and will have no further rights to become Development Operator for any future project areas without Atlas’s consent.

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(d) The Parties may mutually agree from time to time to designate Reliance as the operator of additional acreage located in the AMI, subject to any existing Third Party Agreements that require Atlas or any wholly-owned Subsidiary of Atlas Parent to be the operator of such acreage. In addition, at any time following the appointment of Reliance as Development Operator for the Third Project Area, Reliance may submit a proposal to Atlas for Reliance to assume drilling and completion operations for a Project Area within the “core” acreage bound by this Agreement, and Atlas will consider such proposal, taking into account the provisions in the Multi-Year Plan; provided, however, that Reliance shall have no right to assume any operations within such “core” acreage without Atlas’s consent.

(e) If Reliance becomes an operator pursuant to the provisions of this Section 4.2, then (i) Reliance will be entitled to act as, and will have the rights and obligations of, operator under the relevant JOA (and, as necessary, the Parties will enter into a JOA to cover the relevant Project Area or acreage), and (ii) Reliance will be entitled to act as, and will have the rights and obligations of, Development Operator (subject, without limitation, to this Section 4.2, Section 5.2 and Section 6.5) with respect to such Project Area or acreage pursuant to this Agreement.

(f) During the Drilling Carry Period, with respect only to the Project Areas for which Reliance has elected to become the Development Operator in accordance with this Agreement, Reliance shall have the right to propose no more than the number of wells set forth for such Project Area in the Multi-Year Plan. When acting as Development Operator as provided above, during the Drilling Carry Period, Reliance will drill no more than the number of wells set forth in the applicable Annual Work Plan and Budget for the relevant portion of the acreage.

Section 4.3 Development Operator and Duties. In addition to any other duties and responsibilities expressly set forth in this Agreement, each Development Operator will have the following rights and obligations:

(a) prepare and issue statements or invoices to each of the Parties reflecting such Party’s Participating Interest Share of the Development Costs in respect of the Joint Interests for which it has been designated operator;

(b) during the Drilling Carry Period only, make such changes to any Annual Work Plan and Budget as each Development Operator may determine acting as a reasonably prudent operator in respect of the Joint Interests for which it has been designated operator; provided that, subject to Section 5.2(c), the Development Operator shall not drill more wells in any Calendar Year than the total number of wells set forth in the Multi-Year Plan to be drilled by such Development Operator for such Calendar Year in the areas operated by such Development Operator;

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(c) make expenditures called for in any applicable Annual Work Plan and Budget in respect of the Joint Interests for which it has been designated operator; and

(d) notwithstanding the terms of any Applicable Operating Agreement to the contrary, at the option of any Party, at such Party’s expense, secure any title curative matters (other than with respect to the Conveyed Interest) and pooling amendments or agreements required of such Party under the Applicable Operating Agreement in connection with leases or other rights to oil and gas included in the Joint Interests, provided that the Party’s expenses for such requested actions shall be paid by such Party in accordance with Section 2.1.

Section 4.4 Rights of Way. Each Party hereby grants, and shall cause its Subsidiaries to grant, to each other Party hereunder a non-exclusive right (to the extent such right is transferable, and each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain consents to transfer such right if it is transferrable with consent) for no consideration to use any surface fee interests, surface leases, easements, rights-of-way, licenses, servitudes, or other surface real property rights within the AMI that are not already included in the Joint Interests and held by such Party or its Subsidiaries (collectively, the “Rights of Way”) as necessary to allow the other Party, while acting as a Development Operator pursuant to this Agreement, to conduct operations with respect to the Joint Interests in accordance with this Agreement or any Applicable Operating Agreement under which such Party is acting as Development Operator, but only to the extent such use or access does not unreasonably interfere with the existing operations of or use by the Party or such Party’s Subsidiaries that hold such Rights of Way, and subject in all cases to (i) the express terms, conditions, obligations and limitations set forth in the documents or instruments establishing such Rights of Way, (ii) applicable Law relating to the Rights of Way areas or the use thereof, (iii) with respect to Rights of Way existing as of the Effective Date, any right of access or use (and any such access or use) of any co-owner of such Rights of Way existing on the Effective Date, (iv) with respect to any Rights of Way acquired after the date hereof, any right of access or use (and any such access or use) of any co-owner of such Rights of Way existing as of the date of such acquisition (provided that such rights of access or use (or such access or use) shall not burden one Party disproportionately as compared to the other Party with respect to such rights), and (v) any contractual obligation as effective on the Effective Date that the Party holding such Rights of Way may have to convey or provide use of Rights of Way to LMM. Each Party’s right to access the Rights of Way of the other Party pursuant to this Section 4.4 may be transferred to any Person in connection with a Transfer that is permitted pursuant to the terms of this Agreement to the extent such Party’s right to act as a Development Operator pursuant to this Agreement with respect to the Joint Interests for which such Rights of Way are related is entirely conveyed to such Person as a consequence of such Transfer. Rights to Rights of Way granted under this Section 4.4 shall terminate upon the termination of the JOA that corresponds to the area of such Rights of Way.

Section 4.5 Removal or Resignation of Operators. Notwithstanding the terms of any Applicable Operating Agreements, and subject to Article X, a Development Operator may be removed as Development Operator under this Agreement (and as an operator under any other Applicable Operating Agreement) only for Good Cause. “Good Cause” shall be deemed to exist if such operator has (a) breached any of its material obligations under this Agreement or the Applicable Operating Agreements, and has not cured any such breach within 60 days of receiving written notice with reasonable details describing such breach; or (b) engaged in fraud, willful misconduct or gross negligence in the performance of its duties with respect to this Agreement or the Applicable Operating Agreements. If there is a dispute (including a dispute raised by Development Operator under this Agreement or as operator under any Applicable Operating Agreement) as to whether a condition resulting in Good Cause has occurred, or whether such condition has been cured, the Party acting as Development Operator shall continue to serve and discharge its duties in such capacity, including as operator under any Applicable Operating Agreement, until the dispute has been finally resolved pursuant to Section 13.9. If a Development Operator has been removed from serving as operator under an Applicable Operating Agreement pursuant to the terms of this Section 4.5, then the other Party shall have the right to become Development Operator under this Agreement and operator under the Applicable Operating Agreements.

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Section 4.6 Operations Subject to Laws, Leases and Operating Agreement. All operations conducted pursuant to this Agreement by a Development Operator or pursuant to an Applicable Operating Agreement by any Development Operator shall be conducted in compliance with the terms and conditions of all applicable Law; the terms and conditions of those Joint Interests upon which such operations are conducted; the terms and conditions of this Agreement; subject to Section 4.1(b), the terms and conditions of the Applicable Operating Agreement; and any other standards or guidelines agreed upon in writing by the Parties. The Development Operator will conduct operations as a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable Law.

Section 4.7 Liability of Operators.

(a) Subject to being removed in accordance with Section 4.5, in no event shall any Party serving as the Development Operator have any liability as Development Operator under this Agreement or an operator under any Applicable Operating Agreement for any claim, damage, loss or liability (“Liabilities”) sustained or incurred in connection with any operation or any breach of Section 4.6 or any similar provision regarding the standard of performance of an operator in performing operations under any Applicable Operating Agreement, EVEN IF SUCH LIABILITIES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, STOCKHOLDER, DIRECTOR, MANAGER OR EMPLOYEE OF SUCH PARTY, OTHER THAN IF SUCH LIABILITIES AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, ANY OF ITS AFFILIATES OR ANY OFFICER, PARTNER, MEMBER, STOCKHOLDER, DIRECTOR, MANAGER OR EMPLOYEE OF SUCH PARTY (WHICH LIABILITIES ARE THE SUBJECT OF SECTION 4.7(b)); it being understood by each Party that such Liabilities, other than those which are the subject of Section 4.7(b), shall be borne severally by the Parties (including such operator) in proportion to their interests in the operations or activities giving rise to such Liabilities; provided that the Development Operator shall not be released from liability for a breach of any financial, administrative or procedural obligation of the Development Operator under this Agreement or under any Applicable Operating Agreement.

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(b) Any Party serving as the Development Operator shall bear sole responsibility on behalf of the Parties for any Liabilities sustained or incurred in connection with operations conducted under this Agreement or under an Applicable Operating Agreement to the extent any such Liabilities arose from the gross negligence or willful misconduct of such Party or any of its Affiliates or any officer, partner, member, stockholder, director, manager or employee of such Party or Affiliate of such Party.

(c) Notwithstanding anything to the contrary contained in this Agreement or in any Applicable Operating Agreement, neither Party acting as the Development Operator shall be liable for the gross negligence or willful misconduct of an employee seconded by the other Party, nor shall the gross negligence or willful misconduct of an employee seconded by the other Party be grounds for removal of the Development Operator in accordance with Section 4.5.

Section 4.8 Custody of Funds. The Development Operator shall hold or cause a qualified escrow agent or trustee to hold for the account of the Parties any funds of the Parties advanced or paid to the Development Operator for the conduct of Development Operations pursuant to this Agreement and an Applicable Operating Agreement, and such funds shall remain the funds of the Party on whose account they are advanced or paid until used as provided in accordance with the terms of this Agreement and an Applicable Operating Agreement. The Development Operator shall hold the funds advanced by the other Party for Development Costs in the same account as the Development Operator’s funds for such Development Costs, and the Development Operator shall not commingle funds received in respect of Development Costs with other funds of the Development Operator or its Affiliates. Nothing in this Section 4.8 shall be construed to establish a fiduciary relationship between Development Operator and any Party for any purpose.

Section 4.9 Seconded Employees. Notwithstanding the terms of any Applicable Operating Agreement to the contrary, Reliance may second up to 10 employees into the Atlas organization in mutually acceptable positions to further the operations conducted under this Agreement, and such seconded employees will have full access to all operational information (including geophysical and seismic information) held by Atlas. If Reliance elects to second any employees pursuant to this Section 4.9, the Parties will enter into a secondment agreement that is reasonably acceptable to Reliance and Atlas.

Section 4.10 Gas Marketing.

(a) The following provisions of this Section 4.10 shall control over any conflicting provisions set forth in this Agreement.

(b) For the period commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Marketing Period”), Reliance designates Atlas (and any Subsidiary of Atlas Parent designated by Atlas) as the marketer of Reliance’s share of Hydrocarbon production occurring during the Marketing Period from any lease, Drilling Unit or acreage related to the Joint Interests (the “Reliance Production”) in accordance with and subject to the following terms of this Section 4.10. Atlas’s share of Hydrocarbon production from the same lease, Drilling Unit or acreage related to the Joint Interests is herein referred to as the “Atlas Production”.

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(c) Unless Reliance otherwise consents to the same in writing, none of the Reliance Production may be marketed to Atlas itself or any Affiliate of Atlas.

(d) Atlas will market the Reliance Production and Atlas Production collectively on market-based terms. As to each marketing transaction, the same terms (including price) will apply to the Atlas Production and the Reliance Production covered by such transaction; provided, in no event will the terms of any such transaction include any noncompetition, area of mutual interest restriction, preferential purchase right, dedication of properties, security deposit or other credit support requirements or other similar material terms without the prior written consent of Reliance (each a “Marketing Transaction”).

(e) Unless Reliance otherwise consents to the same in writing, Atlas will not commit any of the Reliance Production to any obligations or to a Marketing Transaction containing a term that extends beyond the Marketing Period. If Reliance consents to any such commitments or obligations that extend beyond the term of the Marketing Period, then Reliance shall continue to be bound by such commitments or obligations following the end of the Marketing Period.

(f) Title to the Reliance Production will remain in Reliance until such time as title to such Reliance Production is required to be transferred to the buyer under the terms of the applicable Marketing Transaction. Except for the terms of each Marketing Transaction, Atlas will not have the right under this Agreement to encumber any of the Reliance Production in any manner or to secure Reliance’s obligations to pay Reliance’s share of gas gathering fees or other fees under the LMM Gas Gathering Agreements.

(g) Atlas will instruct the buyer under each Marketing Transaction to make payment for the Reliance Production directly to an account designated by Reliance. If any payment for Reliance Production is received by Atlas or any of its Affiliates, such party will be deemed to have received such payment in trust for Reliance and shall forward such payment to Reliance immediately following receipt thereof.

(h) If agreed by LMM, any gathering fees or other fees incurred by Atlas under the LMM Gas Gathering Agreements in respect of the Reliance Production will be invoiced by LMM to Reliance and paid directly by Reliance to LMM. In the absence of such arrangement, Atlas shall be entitled to provide to Reliance on or before the 5th day of any month during the Marketing Period (each, a “Relevant Month”) an invoice with an estimate of the gathering fees and other fees that will become due during the following month for Reliance Production gathered under the LMM Gas Gathering Agreements during the Relevant Month, and Reliance shall pay such estimated fees to Atlas on or prior to the 20th day of such Relevant Month. Estimates delivered for subsequent months shall contain a true up and adjustment for, to the greatest extent available at such time, the actual fees that become due during the applicable Relevant Month as compared to the estimate for such Relevant Month and will include supporting invoices or similar documentation from LMM with respect to prior months for which an estimated payment has been made. In no event will the per unit gathering and treating fees payable by Reliance exceed the per unit gathering and other fees charged to Atlas.

(i) During the Marketing Period, Atlas will make all nominations that are required to be made to LMM under the LMM Gas Gathering Agreements or that are required under the terms of any Marketing Transaction. As requested by Atlas from time to time, Reliance will reasonably cooperate and coordinate with Atlas in order to permit Atlas to perform under the terms of the LMM Gas Gathering Agreements with respect to Reliance Production, and Reliance shall indemnify, defend and hold Atlas harmless from any breach of the LMM Gas Gathering Agreements with respect to Reliance Production to the extent arising from any failure to so reasonably cooperate and coordinate.

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(j) At any time during the Marketing Period, Reliance and its Affiliates shall approach LMM for the purpose of discussing and entering into a separate gas gathering agreement with LMM covering Reliance Production.

(k) Each Party will be responsible for conducting (for its own account) any hedging activities with respect to its production.

(l) Following the Marketing Period each Party will be entitled to market its own production independent of the other Party or the other Party’s production, subject to the commitments made pursuant to Section 4.10(e).

(m) During the Marketing Period, Atlas will provide accounts receivable collection, revenue accounting, system balancing and back office services on behalf of the Parties as to the Atlas Production and the Reliance Production.

(n) As soon as reasonably possible following the Effective Date, the Parties shall in good faith agree on the types of reports and information that will be prepared or submitted by Atlas to Reliance in respect of activities conducted under this Section 4.10 during the Marketing Period.

(o) If, at the end of the Marketing Period, Reliance is not a party to a separate gas gathering agreement with LMM covering the Reliance Production, then Atlas and Reliance will enter into a gas gathering agreement on the terms described in Exhibit J.

Section 4.11 Title Examination. The title examination of the Conveyed Interests by Reliance shall be conducted only under and in accordance with the terms of Article XI of the Purchase Agreement. Reliance shall not be entitled to conduct title examination of, or cause title corrective work to be made with respect to, the Conveyed Interests pursuant to the terms of this Agreement or any Applicable Operating Agreement.

ARTICLE V

JOINT DEVELOPMENT COMMITTEE, MEETINGS, BUDGET

Section 5.1 Joint Development Committee.

(a) There is hereby created a joint development committee (the “Joint Development Committee”), which will consist of 10 representatives designated by the Parties. For the avoidance of doubt, the role of the Joint Development Committee shall be only of an advisory capacity to each Party’s management with no authority with respect to the approval of Annual Work Plan and Budgets, AFEs or expenditures of any other nature. Each Party shall be entitled to designate one representative for each 10% Participating Interest Share of the Joint Interests held by such Party and its Affiliates on an aggregate basis and rounded to the nearest 10% interest; provided that, solely for the purposes of this Section 5.1(a), if such rounding would cause the number of representatives on the Joint Development Committee to be greater than 10, each Participating Interest Share shall be deemed to be rounded down and the holder of the largest Participating Interest shall be entitled to appoint its representatives to fill any vacancies; provided further that any change in the number of representatives permitted to be designated by a Party to the Joint Development Committee pursuant to this Section 5.1(a) shall be immediate. As of the date of this Agreement, Atlas is entitled to designate six representatives with respect to its 60% Participating Interest Share, and Reliance is entitled to designate four representatives with respect to its 40% Participating Interest Share. The Party entitled to appoint the largest number of representatives to the Joint Development Committee (or, in the event that there is more than one such Party, the Party entitled to appoint the largest number of representatives to the Joint Development Committee that shall have last been the JDC Operator) shall be the “JDC Operator”.

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(b) The Joint Development Committee will meet no less than once per calendar month at a mutually agreed time and at the offices of the JDC Operator, which shall be located in the Commonwealth of Pennsylvania, unless otherwise mutually agreed to conduct the following activities:

(i) review operational activity and performance with respect to the Joint Interests, including well design, construction, completion, maintenance, lease operating expenses, well potentials and production;

(ii) review authorizations for expenditures (each an “AFE”) and any other matter raised by a Party relating to any aspect of the Multi-Year Plan, the Development Plan and Annual Work Plan and Budget then in effect;

(iii) review and discuss all geoscience data, data gathering strategies, including seismic and all other relevant data relating to the Multi-Year Plan, the Development Plan and Annual Work Plan and Budget then in effect; and

(iv) review annual comparisons between planned and actual well costs, the related root cause analysis, corrective action plans, total unit finding and development costs, and estimated ultimate recoveries.

(c) At least once every three calendar months the Parties shall meet at a mutually agreed time and at the offices of the JDC Operator unless otherwise mutually agreed to conduct a review of the activities under this Agreement, all financial results in connection with Development Operations and the plans and drilling schedule for activities under the Multi-Year Plan, the Development Plan or the Annual Work Plan and Budget, as applicable, and other plans or activities relating to the Joint Interests and the AMI for the following 12 months.

(d) The Joint Development Committee may establish such subcommittees as the Joint Development Committee may deem appropriate. The functions of such subcommittees shall be to serve in an advisory capacity only. Each Party shall have the right to appoint a number of representatives to each subcommittee on a pro rata basis in accordance with its Participating Interest Share.

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(e) Each notice of a meeting of the Joint Development Committee as provided by the JDC Operator shall contain: (i) the date, time and location of the meeting; (ii) a proposed agenda of the matters to be considered at the meeting and (iii) copies of all proposals to be discussed at a meeting (including appropriate supporting information not previously distributed to the Parties); provided the Joint Development Committee will have no approval rights on any such proposals. A Party, by notice to the other Party, which notice may include any additional proposals to be discussed at the meeting (including appropriate supporting information not previously distributed to the Parties), may add additional matters to the agenda for a meeting.

(f) With respect to meetings of the Joint Development Committee and each subcommittee, JDC Operator’s duties shall include: (i) timely preparation and distribution of the agenda; and (ii) organization and conduct of the meeting. The JDC Operator shall provide each Party with a copy of the minutes of each Joint Development Committee meeting within 15 Business Days after the end of the meeting.

Section 5.2 Annual Work Plan and Budgets during the Drilling Carry Period.

(a) The initial Annual Work Plan and Budget covering the remainder of Calendar Year 2010 in respect of the Parties’ joint activities is attached hereto as Exhibit F. The initial Annual Work Plan and Budget includes development activities relating to certain prospective wells identified on Exhibit G (the “Prospective Wells”) which are in various stages of development. The work carried out and to be conducted with respect to the Prospective Wells are agreed to be Development Operations relating to the Joint Interests pursuant to the provisions of this Agreement and the Applicable Operating Agreement entered into as of the Effective Date for such Prospective Wells. Once Reliance has paid its Participating Interest Share of Development Costs and 75% of Qualified Costs incurred by Atlas prior to the Effective Date with respect to such Prospective Wells, Reliance shall be deemed to have an interest in the Prospective Wells equal to its Participating Interest Share. Reliance and Atlas shall be responsible for all other Development Costs and Qualified Costs for the Prospective Wells in accordance with this Agreement and the Applicable Operating Agreement.

(b) During the Drilling Carry Period, Atlas shall prepare and provide to Reliance, for its review (and not approval), at least 90 days prior to the beginning of each Calendar Year an Annual Work Plan and Budget, which will be consistent with the Multi-Year Plan for the Initial Development Period except for such changes by the Development Operator as permitted under Section 4.3(b); provided, subject to the terms of Section 4.2(f) and 4.3(b), the Annual Work Plan and Budget shall reflect the information provided by Reliance and approved by Atlas with respect to any Project Area(s) operated by Reliance. If the Drilling Carry Period extends beyond the Initial Development Period, then Atlas shall issue a revised Multi-Year Plan applicable for the remainder of the Drilling Carry Period; provided the revised Multi-Year Plan shall provide a maximum number of 300 gross wells to be drilled in respect of the Joint Interests during any Calendar Year. The Development Operator will be authorized to conduct activities under the Annual Work Plan and Budget, as it may be modified from time to time pursuant to Section 4.3(b).

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(c) For any Calendar Year during the Drilling Carry Period following the first Calendar Year and subject to Section 5.2(d), the Annual Work Plan and Budget prepared by Atlas will not provide for a number of wells to be drilled by Atlas and the applicable wholly-owned Subsidiaries of Atlas Parent in the Atlas Operated Area in excess of the number specified for the relevant Calendar Year in the Multi-Year Plan; provided, however, that, in the event that Atlas and the applicable wholly-owned Subsidiaries of Atlas Parent drill fewer wells in any given Calendar Year during the Drilling Carry Period in the Atlas Operated Area than the number of wells collectively provided for in the Multi-Year Plan for such Calendar Year in the Atlas Operated Area, then in any subsequent Calendar Year during the Drilling Carry Period, Atlas and the applicable wholly-owned Subsidiaries of Atlas Parent shall have the right to propose a number of wells in excess of the number specified for such Calendar Year in the Multi-Year Plan in the Atlas Operated Area to the extent necessary to catch up to the aggregate number of wells to be drilled in the Atlas Operated Area in accordance with the Multi-Year Plan.

(d) If, (i) in the Calendar Year prior to the Calendar Year in which the Multi-Year Plan calls for the drilling of 300 wells (without taking into account any catch up wells Atlas is entitled to propose under Section 5.2(c)) or (ii) in any subsequent Calendar Year during the Drilling Carry Period, the Average Well Cost in such Calendar Year for wells drilled by Atlas and its Affiliates exceeds the Average Well Cost set forth in the Annual Work Plan and Budget for such Calendar Year by more than 20% (an “Excess Cost Event”), then, at Reliance’s written election, the Annual Work Plan and Budget for the following Calendar Year (any such following Calendar Year, an “Excess Cost Year”) will not provide for a drilling plan comprising more than 200 gross wells for such following Calendar Year, unless the Parties mutually agree to a number of wells in excess of 200 gross wells (such 200 gross wells or such agreed number in excess of 200 gross wells, the “Restricted Wells”); provided, however, that if the number of Restricted Wells is less than the sum of 300 gross wells and any additional wells Atlas would otherwise seek to propose under Section 5.2(c), then in addition to the right to propose excess wells in any subsequent Calendar Year pursuant to Section 5.2(c), the Drilling Carry Period shall be automatically extended by the Drilling Carry Extension Factor up to a maximum of seven and one-half years after the Effective Date; and provided further that the foregoing restrictions regarding the number of wells to be drilled will end on the Drilling Carry Termination Date and the provisions of Section 5.3 shall apply thereafter.

(e) If at any time during the Drilling Carry Period a Development Operator reasonably becomes aware that any effective Annual Work Plan and Budget, as amended from time to time, will be exceeded by 20% or more, the Development Operator will promptly notify the Non-Operating Interest Holder and submit to the Non-Operating Interest Holder an appropriate supplement or amendment to the existing budget.

(f) Notwithstanding anything to the contrary in this Agreement, if, during the Drilling Carry Period, except to the extent arising from the occurrence of any Force Majeure Event, the aggregate costs relating to wells drilled and completed by Reliance exceed the aggregate amounts relating to similar wells drilled and completed by Atlas during the same Calendar Year by more than 10%, Reliance will be solely responsible for and shall indemnify Atlas against any such excess amounts.

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(g) The Development Operator shall provide an AFE prior to the commencement of operations for each such well, and in no event later than any request by the Development Operator for advance payment of funds pursuant to the applicable JOA. The Development Operator initially intends to provide an initial AFE at least 120 days prior to the commencement of operations. The Development Operator shall update such AFE as necessary prior to the commencement of operations, and thereafter with respect to further operations.

Section 5.3 Development Plans and Annual Work Plan and Budgets After the Drilling Carry Termination Date.

(a) From and after the Drilling Carry Termination Date, each Development Plan and Annual Work Plan and Budget shall be adopted as set forth in this Section 5.3. All Development Plans and Annual Work Plan and Budgets after the Drilling Carry Termination Date shall be initially proposed by Atlas and shall be subject to the Parties’ approval pursuant to the terms of this Section 5.3. Atlas shall regularly advise the Joint Development Committee in accordance with Section 5.1(b) and (c) during the preparation of each proposed Development Plan and Annual Work Plan and Budget after the Drilling Carry Termination Date. On or before the date that is no later than three months prior to the first Calendar Year after the Drilling Carry Termination Date, Atlas shall prepare and submit to Reliance a Development Plan setting forth the Development Operations to be carried out during the following two Calendar Years and the respective Annual Work Plan and Budgets for such Calendar Years. Following receipt of such proposed Development Plan and Annual Work Plan and Budgets, Reliance shall furnish to Atlas any comments, suggestions or proposed amendments it may have respecting the proposed Development Plan and Annual Work Plan and Budgets as soon as may be reasonably practicable, and Atlas shall consider and discuss such comments, suggestions and proposed amendments with Reliance and the Joint Development Committee. If the Parties do not mutually agree to such two-year Development Plan and Annual Work Plan and Budgets by the date that is 30 days prior to the first day of such Calendar Year, then the Development Plan and the Annual Work Plan and Budget for such Calendar Year shall be deemed to provide for a drilling plan comprising 300 gross wells per Calendar Year (the “Drilling Maximum”), unless the Parties mutually agree to a number of gross wells in excess of 300 as the maximum for such Calendar Year, and the Parties shall be entitled to propose wells as follows:

(i) first, Atlas shall be entitled to propose a number of gross wells up to Atlas’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year;

(ii) second, Reliance shall then be entitled to propose that number of wells such that its total net wells (taking into account the wells proposed by Atlas in which Reliance shall participate) does not exceed Reliance’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year;

(iii) third, Atlas shall then be entitled to propose that number of wells such that its total net wells (taking into account the wells proposed by Reliance in which Atlas shall participate) does not exceed Atlas’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year; and

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(iv) fourth, Reliance and Atlas shall continue to engage in the steps set forth in clauses (ii) and (iii) above until the sum of such total net wells (taking into account the wells in which Reliance and Atlas shall participate) equals the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year.

(b) From and after the first Calendar Year after the Drilling Carry Termination Date, Atlas shall continue to regularly advise the Joint Development Committee during the preparation of subsequent proposed Development Plans and Annual Work Plan and Budgets. The Parties shall meet annually to consider and seek to approve by no later than 60 days prior to the first day of the following Calendar Year, a Development Plan setting forth the Development Operations to be carried out during the following two Calendar Years and the respective Annual Work Plan and Budgets for such Calendar Years. If the Parties agree on a two-year Development Plan and the Annual Work Plan and Budgets for such Calendar Years, then (i) such agreed Development Plan and Annual Work Plan and Budgets shall apply for the first of the two Calendar Years covered by such Development Plan and Annual Work Plan and Budgets and (ii) at least three months prior to the second Calendar Year (the “Second Calendar Year”) covered by such Development Plan and Annual Work Plan and Budgets, Atlas shall prepare and submit to Reliance a revised Development Plan and Annual Work Plan and Budgets describing (a) the Development Operations to be conducted in the Second Calendar Year and (b) the activities to be undertaken in the Calendar Year after the Second Calendar Year. If the Parties do not mutually agree to such revised Development Plan and Annual Work Plan and Budgets by the date that is 60 days prior to the first day of the Second Calendar Year, then any Development Plan and Annual Work Plan and Budget previously approved by the Parties for such Second Calendar Year shall apply to such Second Calendar Year. Except as set forth in the immediately preceding sentence, if the Parties have not approved a Development Plan and Annual Work Plan and Budget to apply to any Calendar Year by the date that is 30 days prior to the first day of such Calendar Year, then the Development Plan and the Annual Work Plan and Budget for such Calendar Year shall be deemed to provide for a drilling plan comprising an amount of wells equal to the Drilling Maximum, and the Parties shall be entitled to propose wells as follows:

(i) first, Atlas shall be entitled to propose a number of gross wells up to Atlas’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year;

(ii) second, Reliance shall then be entitled to propose that number of wells such that its total net wells (taking into account the wells proposed by Atlas in which Reliance shall participate) does not exceed Reliance’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year;

(iii) third, Atlas shall then be entitled to propose that number of wells such that its total net wells (taking into account the wells proposed by Reliance in which Atlas shall participate) does not exceed Atlas’s Participating Interest Share of the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year; and

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(iv) fourth, Reliance and Atlas shall continue to engage in the steps set forth in clauses (ii) and (iii) above until the sum of such total net wells (taking into account the wells in which Reliance and Atlas shall participate) equals the Drilling Maximum (or such number of wells mutually agreed as the maximum) for such Calendar Year.

(c) The Parties must participate in all Development Operations provided for under the terms of Section 5.2, unless a Party makes a non-consent election in writing to the other Party at the same time a Development Plan and Annual Work Plan and Budget is agreed or deemed to apply for the following Calendar Year pursuant to the terms of Section 5.2. The rights for each Party to propose wells in areas operated by the other Party in accordance with this Agreement shall not grant a Party any rights to be designated operator in areas operated by the other Party.

(d) Any Party may propose to amend a Development Plan or an Annual Work Plan and Budget by notice to the Joint Development Committee and the other Party. Approval of any such amendment shall require the approval of both Parties. To the extent that such amendment is approved by the Parties, the Development Plan and relevant Annual Work Plan and Budget shall, subject to any required approvals under any Third Party Agreement, be deemed amended accordingly, provided that any such amendment shall not invalidate any commitment or expenditure already made by an operator under an Applicable Operating Agreement in accordance with any previous authorization given pursuant hereto.

(e) Notwithstanding anything to the contrary in this Section 5.3, after the Drilling Carry Period, any Party may propose Development Operations that are not included in the Development Plan or a then-current approved Annual Work Plan and Budget (a “Non-Budgeted Operation”). Any such Non-Budgeted Operation proposed by a Party in which all Parties agree to participate shall automatically be added to the Development Plan and the applicable approved Annual Work Plan and Budget(s) and shall cease to be a Non-Budgeted Operation. Any such Non-Budgeted Operation in which less than all of the Parties elect to participate may be undertaken as a Sole Risk Development Operation under the terms of the relevant Applicable Operating Agreement.

(f) Any Development Operation proposed by a third party in which all Parties elect to participate shall automatically be added to the Development Plan and the applicable approved Annual Work Plan and Budget(s). Any such Development Operation in which less than all of the Parties elect to participate that may be undertaken as a Sole Risk Development Operation under the terms of the relevant Applicable Operating Agreement may be so proposed and conducted.

(g) Approval by the Parties of an Annual Work Plan and Budget and Development Plan pursuant to Section 5.3(a) or 5.3(b) shall constitute the Parties’ deemed approval for any Development Operator to expend up to 20% in excess of the authorized amount applicable to its operations within each Annual Work Plan and Budget, not to exceed in the aggregate 20% of the aggregate amount applicable to its operations in such Annual Work Plan and Budget. Each Development Operator shall promptly notify the Joint Development Committee of any expenditure made by it in the exercise of its rights pursuant to this Section 5.3(g). The 20% deemed approval levels set forth in this Section 5.3(g) shall be calculated with respect to the original amount of an Annual Work Plan and Budget and shall not apply to any amended Annual Work Plan and Budget. If a Development Operator seeks to spend any amounts in excess of the 20% deemed approvals pursuant to this Section 5.3(g), then the Parties shall meet and seek to agree to an amended Development Plan and Annual Work Plan and Budget for the applicable Calendar Year pursuant to Section 5.3(b).

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(h) Notwithstanding anything to the contrary in this Agreement, any Development Operator is expressly authorized to make expenditures and incur liabilities without prior authorization or approval when necessary or advisable, in such Development Operator’s good faith judgment, to deal with emergencies, including well blowouts, fires, oil spills, or any other similar event, which may endanger property, lives, or the environment. Each Development Operator shall as soon as practicable report to the Parties the nature of any such emergency which arises, the measures it intends to take in respect of such emergency and the estimated related expenditures.

(i) To the extent reasonably within the control of any Development Operator or the other Parties conducting any Development Operation, but subject to Development Operator’s obligations, under Section 4.6 (including the obligation to act as a reasonable, prudent operator) the Development Operation shall be conducted consistent with the applicable Development Plan and Annual Work Plan and Budget.

(j) From and after the Drilling Carry Termination Date, without limiting the access of a Party to such other information as such Party may be entitled pursuant to this Agreement or any Applicable Operating Agreement, each Annual Work Plan and Budget shall contain at least the following, to the extent in the possession of the Development Operator:

(i) all Development Operations that are expected to be conducted during such Calendar Year pursuant to the applicable Development Plan;

(ii) an estimate of lease maintenance costs and expenditures required under the terms of existing leases or existing third-party contracts for the benefit of Development Operations (including each Party’s share thereof);

(iii) reasonably itemized estimates of the Development Costs (including each Party’s share thereof) for Development Operations covered by the proposed Annual Work Plan and Budget and Development Plan by budget category, containing sufficient detail (to the extent readily available) to afford the ready identification of the nature, scope and duration of the activity in question;

(iv) the number of wells proposed to be drilled as part of the Development Operations during such Calendar Year, the proposed locations of such wells (to the extent reasonably ascertainable at the time such Annual Work Plan and Budget and Development Plan is proposed), and the estimated Development Costs (including each Party’s share thereof) associated therewith;

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(v) estimates of the schedule pursuant to which the Parties’ share of Development Costs for Development Operations included in the Annual Work Plan and Budget and Development Plan are anticipated to be incurred by the Parties; and

(vi) any other information requested in writing by a Party that can reasonably be provided by the Development Operator.

(k) If and to the extent that Reliance is entitled to become Development Operator pursuant to Section 4.5, 7.1, 7.3 or 10.1 (but, in the case, of Section 10.1, only for so long as Atlas shall be in default), then Atlas shall no longer be entitled to exercise any of its rights set forth in Section 5.2 and 5.3, and thereafter Reliance shall be entitled to exercise all of Atlas’s rights set forth in Section 5.2 and 5.3.

Section 5.4 Contract Awards After the Drilling Carry Period. From and after the Drilling Carry Termination Date, prior to entering into a Development Operations Contract that can reasonably be expected to result in aggregate payments to the counterparty of more than ten million dollars during any Calendar Year, a Development Operator shall (i) consult with the other Party with respect thereto and (ii) provide a summary of the material terms of such contract to the other Party.

Section 5.5 Reports. The Development Operator shall provide the following data and reports to the Joint Development Committee no less frequently than at the meetings called for pursuant to Sections 5.1(b) and 5.1(c), and otherwise from time to time as a Party may reasonably request, for each Development Operation for which it serves as the Development Operator:

(a) copies of all logs or surveys, including in digitally recorded format if such exists;

(b) daily drilling and production reports;

(c) copies of all tests and core data and analysis reports;

(d) final well recap reports;

(e) copies of all plugging reports;

(f) subject to the sentence below: (i) engineering studies, development schedules and annual progress reports on development projects; and (ii) field and well performance reports, including reservoir studies and reserve estimates;

(g) copies of written notices provided by any third Person regarding material violations or potential material violations of applicable Law;

(h) copies of all material reports provided to any governmental authority;

(i) upon written request of a participating Party, copies of any material correspondence between such Development Operator and any governmental authority;

(j) copies of all title opinions, including as applicable drill site title opinions and division order title opinions; and

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(k) such other information as may be reasonably requested by a Party entitled to participate in such Development Operation (and then only with respect to such Development Operation).

Notwithstanding the foregoing, if any of the foregoing data or reports under clause (f) above is generated, assembled or prepared by a third party that is not an Affiliate of Development Operator (“Third Party Prepared Information”), then unless the costs of such third party’s services with respect to such Third Party Prepared Information are chargeable to the joint account for such participating Parties, the Development Operator shall not be required to furnish such Third Party Prepared Information to any participating Party, other than any participating Party that pays Development Operator its Participating Interest Share of the cost of such Third Party Prepared Information.

Section 5.6 Certain Affiliate Contracts. All work performed or materials supplied by Affiliates or related parties of a Development Operator shall be performed or supplied at competitive rates, pursuant to written agreements, and in accordance with customs and standards prevailing in the industry. Notwithstanding the foregoing, Atlas or an Affiliate of Atlas is party to two drilling services contracts with Crown Drilling, an Affiliate of Atlas, and the Parties hereby agree that each of such contracts as existing on the Effective Date meet the requirements of this Section 5.6.

Section 5.7 Participation or Non-Participation During the Drilling Carry Period. During the Drilling Carry Period, no Party shall be entitled to make any non-consent or similar election under any Applicable Operating Agreement; provided, however, that, for any Calendar Year that is an Excess Cost Year, each Party shall be entitled to make any non-consent or similar election under any Applicable Operating Agreement; provided further, that Reliance shall not be entitled to make any non-consent or similar election during any Excess Cost Year with respect to more than 200 wells. If Reliance shall make any non-consent or similar election under any Applicable Operating Agreement during an Excess Cost Year during the Drilling Carry Period, then, notwithstanding the consequences of non-participation elections as set forth in the Applicable Operating Agreement, Reliance shall remain responsible for, and shall pay to Atlas (on the same basis as if Reliance had not made any non-consent or similar election under the Applicable Operating Agreement), 75% of the aggregate Qualified Costs included within the Atlas Development Costs. Any election by Reliance to non-consent or similar election under any JOA for an Excess Cost Year shall be made to Atlas in writing no later than 30 days after Atlas shall have presented to Reliance the Annual Work Plan and Budget for such Excess Cost Year.

Section 5.8 Reimbursement of Development Operator for Overhead Costs.

(a) From and after the Effective Date until the expiration of this Agreement, notwithstanding anything to the contrary set forth in Article V of this Agreement or Exhibit “C” or similar accounting provisions of any Applicable Operating Agreement, as between the Parties, each Party and any transferee of all or any such Party’s Participating Interest Share will be responsible for and pay its Participating Interest Share of certain overhead costs and expenses (“Direct Overhead Costs”) incurred by Atlas in connection with Development Operations in accordance with Exhibit I. The Multi-Year Plan reflects the Development Operator’s estimate of Direct Overhead Costs during the Initial Development Period.

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(b) Prior to Reliance being entitled to act as a Development Operator for any Project Area, Atlas and Reliance shall mutually agree a reasonable overhead allocation methodology for the Project Areas to be operated by Reliance, and in the absence of such agreement, Atlas and Reliance will agree a standard COPAS overhead election under Article III of the JOA Accounting Procedure.

(c) No later than the date that is six months prior to the expiration of this Agreement, the Parties will mutually agree on the treatment of overhead following expiration of this Agreement under a standard COPAS overhead election under each Applicable Operating Agreement; provided that until such agreement is reached, notwithstanding the termination or expiration of this Agreement, the overhead allocation methodology applicable to each such party pursuant to this Section 5.8 shall continue to apply.

ARTICLE VI

AREA OF MUTUAL INTEREST AND ADDITIONAL ACREAGE

Section 6.1 Area of Mutual Interest. The Parties agree that the Area of Mutual Interest (the “AMI”) will include Allegheny, Armstrong, Butler, Cambria, Clarion, Clearfield, Fayette, Greene, Indiana, McKean, Somerset, Washington and Westmoreland Counties, Pennsylvania, and Preston County, West Virginia. For the avoidance of doubt, the AMI includes all depths within such counties.

Section 6.2 Acquisition of Acreage in the AMI. If, after the date hereof, Atlas or any of its Affiliates (collectively, the “Atlas Persons”) or Reliance or any of its Affiliates (collectively, the “Reliance Persons”), directly or indirectly, acquire any additional acreage within the AMI to complete a Drilling Unit, Atlas, with respect to acquisitions by an Atlas Person, and Reliance, with respect to acquisitions by a Reliance Person, will promptly provide written notice to the other Party of such acquisition, including the material terms and conditions of such acquisition. Within 30 days after such notice is delivered to the other Party, such Party shall purchase its Participating Interest Share of such acquired acreage in the AMI from the applicable Atlas Person or Reliance Person, as the case may be. At the closing of such purchase, the purchasing Party will be required to pay in cash to the selling Party its Participating Interest Share of the acquisition costs and third party expenses, including lease bonuses, broker fees, abstract costs, title opinion costs and all other third party costs of due diligence, including reasonable attorneys’ fees (“Acquisition Costs”). If any Reliance Person desires to acquire acreage within the AMI to complete a Drilling Unit, such Reliance Person shall provide written notice to Atlas of the proposed acquisition, and Atlas, as the exclusive leasing agent pursuant to Section 6.5, shall acquire such acreage, at Reliance’s sole cost and expense, and immediately thereafter assign such acreage to Reliance subject to Atlas’s obligation to purchase its Participating Interest Share of such acquired acreage pursuant to this Section 6.2.

Section 6.3 Acquisition of Option Acreage.

(a) If, after the date hereof, an Atlas Person, directly or indirectly, acquires or seeks to acquire any additional acreage within the AMI that is not required to complete a Drilling Unit, then subject to the last sentence of this Section 6.3(a), Atlas (i) will in the case of any acquisition that has already taken place and (ii) may in the case of proposed acquisition promptly provide written notice to Reliance of such acquisition or proposed acquisition, as applicable, including the material terms and conditions of such acquisition (the “Acquisition Notice”). Within 15 days after such Acquisition Notice is delivered to Reliance, Reliance will have the option to acquire all, but not less than all, of its Participating Interest Share of such “non-unit” acreage (the “Option Acreage”) on the same terms and conditions on which the Atlas Person acquired or has proposed to acquire the Option Acreage by providing written notice of such election to Atlas. If Reliance fails to exercise its option within such 15-day period, Reliance shall be deemed to have made an election not to participate. Notwithstanding the foregoing, if an Atlas Person acquires additional acreage in the AMI within six months after the end of a Cure Period (as defined in the Purchase Agreement) for a Title Defect (as defined in the Purchase Agreement) that such Atlas Person intends to assign to Reliance as Substitute Acreage pursuant to Section 11.4(a)(iii) of the Purchase Agreement with respect to such Title Defect acreage, then such acquired acreage shall not be subject to the requirements hereof and shall not be treated as Option Acreage; provided, however, that any such acreage that is not assigned to Reliance pursuant to Section 11.4(a)(iii) of the Purchase Agreement by the Substitution Date applicable to such Title Defect shall then become treated as Option Acreage and become subject to the requirements hereof relating to Option Acreage.

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(b) If Reliance elects not to participate in accordance with Section 6.3(a), the Atlas Person will retain 100% of the Option Acreage, which will be excluded from the AMI and will not be governed by the terms of this Agreement or any JOA.

(c) If Reliance elects to participate in accordance with Section 6.3(a), Reliance shall purchase its Participating Interest Share of such acquired acreage from the Atlas Person within 15 days of its election in the case of any acquisition that has already taken place, or in the case of a proposed acquisition no later than the later of (such date, the “Payment Date”) (i) the closing of such acquisition and (ii) five days after the date Reliance has notified Atlas that it has elected to participate in the acquisition of such Option Acreage. At the closing of such purchase in the case of any acquisition that has already taken place, Reliance will be required to pay its Participating Interest Share of the Acquisition Costs in cash to the Atlas Person; provided in the case of a prospective acquisition, Reliance will make arrangements satisfactory to Atlas to fund its portion of such acquisition not later than the Payment Date. The oil and gas interests in which Reliance elects to participate with any Atlas Person in accordance with this Section 6.3 will be referred to as the “Acquired Interests.” At the closing of such purchase of the Acquired Interests, the Atlas Person shall deliver to Reliance an assignment of its Participating Interest Share of the Acquired Interests in the Form of Assignment, without warranty of title either express or implied, except as to adverse claims made by, through or under the applicable Atlas Person, but not otherwise, unless and to the extent the transferor makes warranties to the applicable Atlas Person, in which case such warranties shall also apply to Reliance. Reliance will be responsible for and will pay the costs of recording such assignment in the real property records of the appropriate county or township as applicable.

(d) If at any time, there are more than two parties to this Agreement and only one Non-Operating Interest Holder elects to participate in the acquisition, then the interest shall be shared between the two participating parties in the proportion that their respective participating interests under this Agreement bears to the sum of their interests.

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(e) In addition to paying its Participating Interest Share of the Acquisition Costs in connection with any acquisition of Option Acreage pursuant to this Section 6.3, Reliance shall also be required to make the following additional payments to Atlas at the closing of any such purchase:

(i) With respect to the first 50,000 gross acres of Option Acreage that Reliance elects to purchase its Participating Interest Share pursuant to this Section 6.3, Reliance shall not be required to make any additional payment to Atlas;

(ii) With respect to the next 50,000 gross acres of Option Acreage that Reliance elects to purchase its Participating Interest Share pursuant to this Section 6.3 that is in excess of the Option Acreage in Section 6.3(e)(i), Reliance shall pay Atlas an amount in cash equal to the product of (A) $750.00, multiplied by (B) the Net Acres in which Reliance elects to purchase its Participating Interest Share, multiplied by, (C) the Reliance’s Participating Interest Share; and

(iii) With respect to any gross acres of Option Acreage in excess of 100,000 gross acres, Reliance shall pay Atlas an amount in cash equal to the product of (A) $1,500.00, multiplied by (B) the Net Acres in which Reliance elects to purchase its Participating Interest Share, multiplied by, (C) the Reliance’s Participating Interest Share.

Section 6.4 Applicable AMI Acreage. For the purposes of the Parties’ respective rights and obligations under this Agreement:

(a) If an Atlas Person acquires any additional acreage that lies partially within and partially outside of the AMI, all such additional acreage shall be deemed to be within the AMI and the relevant Participating Interest Share shall cover all depths acquired by Atlas with respect to the applicable acquisitions; provided, however, that, except as set forth in Section 6.4(b), the rights and obligations set forth in Section 6.2 and Section 6.3 will not apply to acquisitions of acreage by an Atlas Person that occur as a result of an Atlas Business Transaction.

(b) Notwithstanding the proviso in Section 6.4(a), if, after the Effective Date, an Atlas Person acquires any acreage in the AMI (i) directly or indirectly as a result of a consolidation, amalgamation, merger or other business combination, or through the acquisition of stock or equity interests or (ii) by acquiring all or substantially all of the assets of a third party unaffiliated with Atlas Parent, Atlas Energy, Reliance Parent, Reliance and any of their respective Affiliates (each of the transactions described in clauses (i) and (ii), an “Atlas Business Transaction”), and if:

(A) the aggregate consideration in the Atlas Business Transaction exceeds $500 million, and acreage within the AMI represents 50% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 50% or more of the total value of such third party) at the time of such acquisition; or

(B) the aggregate consideration in the Atlas Business Transaction is $500 million or less, and acreage within the AMI represents 33% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 33% or more of the total value of such third party) at the time of such acquisition;

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then, in each of cases (A) and (B), such acreage within the AMI acquired as a result of the Atlas Business Transaction shall be treated as Option Acreage, and the Atlas Person shall be obligated to provide Reliance with the option to acquire all, but not less than all, of its Participating Interest Share of such acreage on the same terms and conditions on which the Atlas Person acquired such acreage, with the price based on the value reasonably allocated to such acreage by such Atlas Person in such acquisition and otherwise pursuant to the terms and procedures set forth in Section 6.3. Notwithstanding anything in this Agreement to the contrary, Atlas and its Affiliates may acquire oil and gas interests from any Person owning acreage in the AMI if such acreage represents less than 50% of the total value of the interests acquired or to be acquired, and Reliance and its Affiliates shall have no option to acquire any portion of such acreage.

(c) Except as set forth in Section 2.3 or otherwise in this Article VI, no Reliance Person shall, without the prior written consent of Atlas, directly or indirectly, acquire or purchase any acreage in the AMI; provided, however, that Reliance and its Affiliates may (i) directly or indirectly acquire acreage in the AMI as a result of a consolidation, amalgamation, merger or other business combination, or through the acquisition of stock or equity interests or (ii) acquire all or substantially all of the assets of a third party unaffiliated with Atlas Parent, Atlas Energy, Reliance Parent, Reliance and any of their respective Affiliates (each of the transactions described in clauses (i) and (ii), a “Reliance Business Transaction”), and if:

(A) the aggregate consideration in the Reliance Business Transaction exceeds $500 million, and acreage within the AMI represents 50% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 50% or more of the total value of such third party) at the time of such acquisition; or

(B) the aggregate consideration in the Reliance Business Transaction is $500 million or less, and acreage within the AMI represents 33% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 33% or more of the total value of such third party) at the time of such acquisition;

then, in each of cases (A) and (B), the Reliance Person shall be obligated to provide Atlas with the option to acquire all, but not less than all, of its Participating Interest Share of such acreage acquired in the Reliance Business Transaction on the same terms and conditions on which the Reliance Person acquired such acreage, with the price based on the value reasonably allocated to such acreage by such Reliance Person in such acquisition and otherwise pursuant to the terms and procedures set forth in Section 6.3 (with the provisions relating to Atlas or Atlas Person set forth therein applying to Reliance or Reliance Person mutatis mutandis). Notwithstanding anything in this Agreement to the contrary, Reliance and its Affiliates may acquire oil and gas interests from any Person owning acreage in the AMI if such acreage represents less than 50% of the total value of the interests acquired or to be acquired, and Atlas and its Affiliates shall have no option to acquire any portion of such acreage.

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Section 6.5 Leasing Responsibility. Notwithstanding anything to the contrary in this Agreement, but subject to Reliance’s rights in Section 2.3, Article VI and Article VIII, Atlas (or such Subsidiary it may designate) is hereby designated, and shall act, as the only Party entitled to lease or otherwise acquire any and all acreage in the AMI.

Section 6.6 Third Party Agreements. If, in the acquisition of acreage pursuant to this Article VI, the Party acquiring such acreage deems it necessary or prudent to enter into a Third Party Agreement or acquires any portion of the Acquired Interests subject to a Third Party Agreement, the terms and conditions set forth in this Agreement with respect to participation in such acreage will also be subject to the terms and conditions of the Third Party Agreement so that the Acquired Interest will be the net interest in the applicable leasehold after any third party rights have been exercised with respect to such leasehold acreage.

ARTICLE VII

TRANSFER RESTRICTIONS

Section 7.1 Restrictions on Transfer.

(a) Reliance Transfer Restrictions.

(i) During the Drilling Carry Period, without Atlas’s prior written consent, but subject to the exception set forth in Section 7.1(c)(i), neither Reliance nor any of its Affiliates shall assign, sell, transfer, convey or encumber, whether by assignment, sale, farmout, pledge or otherwise (“Transfer”), all or any portion of its rights or obligations under this Agreement or any of the Reliance Participating Interest or the Joint Interests or any other rights or interests obtained or acquired hereunder (collectively, the “Reliance Interests,” which shall be deemed to include (i) the equity interests of Reliance and (ii) the interests in an entity in which the Reliance Interests, directly or indirectly, comprise more than 50% (by value) of the assets of such entity).

(ii) After the Drilling Carry Period, and subject to the requirements of Section 7.2, Reliance and its Affiliates shall be permitted to Transfer all (but, subject to the exceptions set forth in Section 7.1(a)(iii) and Section 7.1(c), not less than all) of the Reliance Interests to any Person; provided that, if such transferee is not a Qualified Transferee, then, upon consummation of such Transfer:

(A) the restrictions contained in Section 7.1(b) shall terminate;

(B) Atlas shall have the right to assume the role of Development Operator for any or all Project Areas; and

(C) Article VI of this Agreement shall terminate.

If Atlas elects to exercise its rights under clause (B) of the preceding sentence, Atlas must provide written notice to Reliance no later than 10 days following the earlier of the public announcement of (i) the execution of a definitive agreement providing for such Transfer or (ii) the consummation of such Transfer giving rise to such right. In the event that Atlas does not send written notice to Reliance specifying whether it exercises its rights under clause (B), Atlas shall be deemed to have waived its rights under such clause.

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(iii) Notwithstanding Section 7.1(a)(ii), after the Drilling Carry Period, and subject to the requirements of Section 7.2, Reliance and its Affiliates shall be permitted to Transfer less than all of the Reliance Interests to any Person; provided that, if after such Transfer, the Reliance Participating Interest following such Transfer shall be less than 50% of the Reliance Participating Interest as of the Effective Date, then, upon consummation of such Transfer:

(A) the restrictions contained in Section 7.1(b) shall terminate;

(B) Atlas shall have the right to assume the role of Development Operator for any or all Project Areas; and

(C) Article VI of this Agreement shall terminate.

If Atlas elects to exercise its rights under clause (B) of the preceding sentence, Atlas must provide written notice to Reliance no later than 10 days following the earlier of the public announcement of (i) the execution of a definitive agreement providing for such Transfer or (ii) the consummation of such Transfer giving rise to such right. In the event that Atlas does not send written notice to Reliance specifying whether it exercises its rights under clause (B), Atlas shall be deemed to have waived its rights under such clause.

(b) Atlas Transfer Restrictions.

(i) During the Drilling Carry Period, without Reliance’s prior written consent, but subject to the exception set forth in Section 7.1(c)(ii), neither Atlas nor any of its Affiliates shall Transfer all or any portion of its rights or obligations under this Agreement or any of the Atlas Participating Interest or the Joint Interests or any other rights or interests obtained or acquired hereunder (collectively, the “Atlas Interests,” which shall be deemed to include interests in an entity in which the Atlas Interests, directly or indirectly, comprise more than 50% (by value) of the assets of such entity).

(ii) After the Drilling Carry Period, and subject to the requirements of Section 7.2, Atlas and its Affiliates shall be permitted to Transfer all (but, subject to the exceptions set forth in Section 7.1(b)(iii) and Section 7.1(c) and the Atlas Credit Agreement, not less than all) of the Atlas Interests to any Person; provided that, if such transferee is not a Qualified Transferee, then:

(A) upon the earlier of the execution of a definitive agreement providing for such Transfer or the consummation of such Transfer, the restrictions contained in Section 1 of the Standstill, AMI and Transfer Restriction Agreement shall terminate;

(B) upon consummation of such Transfer, the restrictions contained in Section 7.1(a) shall terminate;

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(C) upon consummation of such Transfer, Reliance shall have the right to assume the role of Development Operator for any or all of the Joint Interests; and

(D) upon consummation of such Transfer, Article VI of this Agreement shall terminate.

If Reliance elects to exercise its rights under clause (C) of the preceding sentence, Reliance must provide written notice to Atlas no later than 10 days following the earlier of the public announcement of (i) the execution of a definitive agreement providing for such Transfer or (ii) the consummation of such Transfer giving rise to such right. In the event that Reliance does not send written notice to Atlas specifying whether it exercises its rights under clause (C), Reliance shall be deemed to have waived its rights under such clause.

(iii) Notwithstanding Section 7.1(b)(ii), after the Drilling Carry Period, and subject to the requirements of Section 7.2 and the Atlas Credit Agreement, Atlas and its Affiliates shall be permitted to Transfer less than all of the Atlas Interests to any Person; provided that, if after such Transfer, the Reliance Participating Interest shall represent a greater percentage interest in the Joint Interests than the Atlas Participating Interest shall represent in the Joint Interests, then:

(A) upon the earlier of the execution of a definitive agreement providing for such Transfer or the consummation of such Transfer, the restrictions contained in Section 1 of the Standstill, AMI and Transfer Restriction Agreement shall terminate;

(B) upon consummation of such Transfer, the restrictions contained in Section 7.1(a) shall terminate;

(C) upon consummation of such Transfer, Reliance shall have the right to assume the role of Development Operator for any or all of the Joint Interests; and

(D) upon consummation of such Transfer, Article VI of this Agreement shall terminate.

If Reliance elects to exercise its rights under clause (C) of the preceding sentence, Reliance must provide written notice to Atlas no later than 10 days following the earlier of the public announcement of (i) the execution of a definitive agreement providing for such Transfer or (ii) the consummation of such Transfer giving rise to such right. In the event that Reliance does not send written notice to Atlas specifying whether it exercises its rights under clause (C), Reliance shall be deemed to have waived its rights under such clause.

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(c) Permitted Transfers.

(i) Notwithstanding the restrictions on Transfer set forth in Section 7.1(a), but subject to the requirements of Section 7.2, Reliance and its Affiliates may (A) encumber all or a portion of the Reliance Interests solely for financing purposes, subject to the express subordination of any such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (provided that, after the Drilling Carry Period only, in making any such encumbrance, the party providing financing to Reliance or its Affiliates shall not be required to comply with the provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of this Agreement, with the modifications so that references to “Atlas” shall be references to “Reliance” and references to “Reliance” shall be references to “Atlas”); and (B) Transfer all or a portion of the Reliance Interests to any Affiliate of Reliance residing and domiciled within the United States; provided that no Transfer of the Reliance Interests shall relieve Reliance of its Drilling Carry Obligation.

(ii) Notwithstanding the restrictions on Transfer set forth in Section 7.1(b), but subject to the requirements of Section 7.2, Atlas and its Affiliates may (A) encumber all or a portion of the Atlas Interests solely for financing purposes, subject to the express subordination of any such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (except to the extent such subordination would violate the Atlas Credit Agreement) (it being agreed that Atlas shall nonetheless be bound by the obligation set forth in Section 13.19(b) of this Agreement); and (B) Transfer all or a portion of the Atlas Interests to any Affiliate. After the Drilling Carry Period, in making any such encumbrance, the party providing financing to Atlas or any of its Affiliates shall not be required to comply with the provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of this Agreement. Nothing in this Agreement shall prohibit Atlas or any of its Affiliates from Transferring all or a portion of the Atlas Interests to the administrative agent and the lenders under the Atlas Credit Agreement in compliance with the terms thereof.

Section 7.2 Documentation for Transfers; Validity of Transfer. Any Transfer by either Party that is permitted pursuant to Section 7.1 shall not be effective unless such other Party has received a document executed by both the transferring Party (or its legal representative) and the permitted transferee that includes: (a) the notice address of the permitted transferee; (b) such permitted transferee’s express agreement in writing to be bound by all of the terms and conditions of this Agreement and the Applicable Operating Agreements; (c) a description of the participating interests of the transferring Party and the permitted transferee immediately following the Transfer; and (d) representations and warranties from both the transferring Party and the permitted transferee that the Transfer was made in accordance with applicable Law (including state and federal securities Law) and the terms and conditions of this Agreement and any applicable Associated Agreements. Each permitted Transfer shall be effective against the other Party as of the first Business Day of the calendar month immediately following the other Party’s receipt of the document required by this Section 7.2. Any attempted Transfer in violation of Section 7.1 or this Section 7.2 shall be, and is hereby declared, null and void ab initio.

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Section 7.3 Change of Control of Atlas or Atlas Parent.

(a) Upon the earlier of the execution of a definitive agreement providing for a Change of Control of Atlas or Atlas Parent or the consummation of a Change of Control of Atlas or Atlas Parent, then (i) Article VI of this Agreement shall terminate and (ii) the restrictions contained in Section 1 of the Standstill, AMI and Transfer Restriction Agreement shall terminate. In the event that (A) a Change of Control of Atlas or Atlas Parent occurs and (B) the Acquiring Person in such Change-of-Control transaction is not a Qualified Transferee, then, upon consummation of such Change of Control:

(1) the restrictions contained in Section 7.1(a) shall terminate; and

(2) Reliance shall have the right to assume the role of Development Operator for any or all of the Joint Interests.

If Reliance elects to exercise its rights under clause (2) of the immediately preceding sentence, Reliance must provide written notice to Atlas no later than 10 days following the earlier of the public announcement of (I) if publicly disclosed, the execution of a definitive agreement providing for such Change of Control or (II) the consummation of such Change of Control. In the event that Reliance does not send written notice to Atlas specifying whether it exercises its rights under clause (II), Reliance shall be deemed to have waived its rights under such clause.

(b) Upon the occurrence of a Specified Change of Control, (i) the restrictions contained in Section 1 of the Standstill, AMI and Transfer Restriction Agreement shall terminate, (ii) the restrictions contained in Section 7.1(a) shall terminate, (iii) Reliance shall have the right to assume the role of Development Operator for any or all of the Joint Interests; and (iv) Article VI of this Agreement shall terminate.

If Reliance elects to exercise its rights under clause (iii) of the preceding sentence, Reliance must provide written notice to Atlas no later than 10 days following the earlier of the public announcement of (a) the execution of a definitive agreement providing for such Specified Change of Control or (b) the consummation of such Specified Change of Control. In the event that Reliance does not send written notice to Atlas specifying whether it exercises its rights under clause (iii), Reliance shall be deemed to have waived its rights under such clause.

Section 7.4 Maintenance of Uniform Interest. Except as permitted by Section 11.2 of the Purchase Agreement, for the purpose of maintaining uniformity of ownership in the AMI as among the Parties, from and after the expiration of the Drilling Carry Period, no Party shall Transfer any portion of its Joint Interests unless such Transfer covers the entirety of such Party’s Joint Interests, or an undivided percentage of such Party’s Joint Interests. Any Transfer of a Joint Interest shall also transfer a proportionate share of the transferring Party’s interest in this Agreement and all of the Applicable Operating Agreements. For the avoidance of doubt, nothing in this Section 7.4 shall prevent a Party from transferring Joint Interests in accordance with the terms and conditions of this Agreement.

ARTICLE VIII

RIGHT OF FIRST OFFER IN PROSPECTIVE AREA

Section 8.1 Reliance ROFO. If Atlas desires to sell to any non-Affiliate of Atlas greater than five percent (5%), in one transaction or in any series of related transactions, of the interest held by Atlas as of the date hereof in any of its leases as in effect as of the date hereof located in the Prospective Area (the “ROFO Interest”), including as a result of receiving an unsolicited third party offer, then Atlas shall promptly provide Reliance with written notice of such potential Sale (the “ROFO Notice”). Atlas shall make available all reasonable and appropriate due diligence information with respect to the Prospective Area, and Reliance shall have 30 days following receipt of the ROFO Notice (the “ROFO Period”) to review all such information. On or before the end of the ROFO Period, Reliance shall have the option (but not the obligation) (the “Reliance ROFO”) to make an offer (the “Reliance Offer”) at a specified per acre price (the “Reliance Offer Price”) for the ROFO Interest. If Reliance does not submit the Reliance Offer by end of the ROFO Period, Reliance will be deemed to have waived the Reliance ROFO. Upon receipt of the Reliance Offer, Atlas shall notify Reliance within 30 days whether it will accept the Reliance Offer on the terms and provisions set forth in the Reliance Offer, including the Reliance Offer Price; provided, however, that if (a) the Reliance ROFO is for all, and not less than all, of the ROFO Interest, (b) the Reliance Offer Price is solely for cash and is, on a present value basis as of the date thereof (using a discount rate of 10%), equal to or greater than $8,000 per Net Acre, and (c) the remaining terms of the Reliance Offer are consistent in all material respects with, and no less favorable in any material respect (except as to price), to Atlas than the terms and conditions of this Agreement, then Atlas, notwithstanding any offer Atlas may have received from a third party with more favorable terms than the Reliance Offer, shall be required to accept the Reliance Offer. If Atlas accepts the Reliance Offer, the Parties will consummate the sale of the ROFO Interest at the Reliance Offer Price and otherwise on the terms of the Reliance Offer. If Reliance fails to tender the Reliance Offer Price to Atlas and Atlas has tendered binding definitive documentation on the terms of the Reliance Offer to consummate the Transfer contemplated by the Reliance Offer within 180 days of Atlas’s acceptance of the Reliance Offer, then Reliance will be deemed to have waived the Reliance ROFO.

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Section 8.2 Waiver of Reliance ROFO. If the Reliance ROFO is waived, or deemed waived pursuant to Section 8.1, or Atlas rejects the Reliance Offer as permitted under Section 8.1, then Atlas shall have the right to market, offer, negotiate, enter into an agreement and consummate the sale of the ROFO Interests described in the ROFO Notice to a third party for a period of 180 days after the expiration of the ROFO Period occurs and without any obligation to obtain the consent of Reliance to such Transfer; provided, however, that Atlas may not consummate any such sale to a third party unless such sale is (i) for a price that is higher on a net present value basis, using a discount rate of 10%, than the Reliance Offer Price and (ii) otherwise on terms the same as, or more favorable to Atlas, than the terms of the Reliance Offer. If, however, Atlas does not enter into a definitive agreement for the sale of the ROFO Interests to a third party within such 180-day period on such terms (and, if such definitive agreement is executed, such sale is not closed within the later of 180 days after the expiration of the ROFO period and 30 days following the execution of such definitive agreement), the proposed sale shall again become subject to the Reliance ROFO in Section 8.1.

Section 8.3 Applicability of Transfer Restrictions. Any sale pursuant to this Article VIII must comply with the requirements set forth in Article VII.

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ARTICLE IX

LAND AND GEOSCIENCE DATA

Section 9.1 Land Information. Subject to Section 9.2, each Party will have access to existing leasehold documentation now or hereafter developed or obtained by any Party in connection with the acquisition of interests in the AMI (including the Joint Interests, but excluding any acreage with respect to which such Party either (i) elects not to acquire pursuant to Article VI or (ii) has no obligation to offer to sell to the other Party pursuant to Article VI), including all lease, land, title and division order files (including any available abstracts of title, title opinions and reports, and title curative documents), contracts, accounting records, correspondence, permitting, engineering, production, and well files (including any well logs), to the extent such access is not prohibited pursuant to any third party confidentiality agreement or applicable law. Such information has been, and shall be, provided to Reliance without warranty as to completeness or accuracy. To the extent such access is prohibited pursuant to any third party confidentiality agreement, Atlas will use its commercially reasonable efforts, at Reliance’s sole expense with Reliance’s consent, to obtain the consent of the applicable party to disclose any such data to Reliance if such disclosure is otherwise prohibited without such consent.

Section 9.2 Geoscience Data. To the extent that a Party is not prohibited pursuant to any third party agreement or applicable law, such Party will provide to any other Party, upon request, all seismic and geological data and other similar information including drainage data, seismic surveys, geological and geophysical maps, shot point location maps, information regarding fracing of wells and related information regarding the development and operation of the Joint Interests that such Party may possess. Atlas will use its commercially reasonable efforts, at Reliance’s sole expense with Reliance’s consent, to obtain the consent of the applicable party to disclose any such data to Reliance if such disclosure is otherwise prohibited without such consent. Except as provided in Section 2.5, the costs of any such information for the Joint Interests obtained following the Effective Date will be Development Costs to be borne by the Parties.

Section 9.3 No Warranty of Accuracy. THE PARTIES RECOGNIZE AND AGREE THAT ALL MATERIALS, DOCUMENTS, AND OTHER INFORMATION, MADE AVAILABLE TO IT AT ANY TIME IN CONNECTION WITH THIS AGREEMENT, WHETHER MADE AVAILABLE PURSUANT TO THIS SECTION OR OTHERWISE, ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, AND OTHER INFORMATION. EACH PARTY EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN THEREFROM SHALL BE AT SUCH PARTY’S OWN RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST THE OTHER PARTY. EACH PARTY HEREBY WAIVES AND RELEASES ANY CLAIMS ARISING UNDER THIS AGREEMENT, COMMON LAW OR ANY STATUTE ARISING OUT OF ANY MATERIALS, DOCUMENTS OR INFORMATION PROVIDED TO SUCH PARTY. NOTWITHSTANDING THE FOREGOING, THIS SECTION 9.3 SHALL NOT AFFECT THE EXPRESS RIGHTS OF THE PARTIES UNDER THE PURCHASE AGREEMENT.

ARTICLE X

DEFAULT

Section 10.1 Defaults. In the event that either Party (the “Defaulting Party”) fails to pay any amounts relating to its Participating Interest Share of Development Costs when due (provided that Atlas shall not be a Defaulting Party or otherwise be in default under this Agreement or any Associated Agreement as a consequence of its failure to fund any portion of Qualified Costs with respect to which it has elected to apply any of the Drilling Carry Obligation in accordance with Section 3.1), and such default remains uncured more than 30 days after written notice of such default (the “Notice of Default”) from the other Party (the “Non-Defaulting Party”) to such Defaulting Party, then, in addition to the remedies available to the Non-Defaulting Party under the Applicable Operating Agreements and those remedies that occur automatically pursuant to Section 10.1(b), the Non-Defaulting Party shall be entitled to exercise, in the sole discretion of the Non-Defaulting Party, any one or more of the following remedies, during the period of time that the Defaulting Party is in default:

(a) the Non-Defaulting Party, in its capacity as Development Operator, shall be entitled to offset any amounts that the Defaulting Party failed to pay and any losses, damages or expenses incurred by the Non-Defaulting Party or any of its Affiliates resulting or arising from such failure to pay, against any distributions or entitlements otherwise payable or allocable (including with respect to Oil and Gas (as defined in the JOA)) to, or funds held for the benefit of, the Defaulting Party or its Affiliates under this Agreement and any Associated Agreement;

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(b) the Defaulting Party will:

(i) automatically lose the right to make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement, including under Section 5.2 and 5.3;

(ii) automatically lose the right to approve or disapprove any matter with respect to which approval is expressly required under the terms of this Agreement or any Applicable Operating Agreement (excluding any amendment or waiver of the terms of any such agreement);

(iii) subject to the proviso set forth in Section 3.5(c), automatically lose the right to access any data or information relating to any operation conducted under this Agreement or any Applicable Operating Agreement (except to the extent that the Defaulting Party has not been removed as a Development Operator, in which case the Defaulting Party shall be entitled to such data and information only as may be necessary to perform its responsibilities in such capacity);

(iv) automatically be deemed to be replaced as Development Operator, as applicable, by the Non-Defaulting Party;

(v) automatically be deemed to be a Non-Consenting Party (as defined in such Applicable Operating Agreement) for any well to be subsequently drilled under any of the Applicable Operating Agreements during the period of default;

(vi) automatically lose the right to exercise any of its rights pursuant to Articles V or VI;

(vii) automatically lose the right to exercise the right to withhold consent under any provision of Article VII; or

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(viii) when Reliance is the Defaulting Party, automatically lose the right to exercise any right pursuant to Article VIII;

(c) the Non-Defaulting Party shall be entitled to seek specific performance of any of the Defaulting Party’s obligations under this Agreement or any Associated Agreement; or

(d) the Non-Defaulting Party shall be entitled to recover from the Defaulting Party all reasonable attorneys’ fees and other reasonable costs sustained in the collection of amounts owed by the Defaulting Party under this Agreement or any Associated Agreement.

Section 10.2 Non-Exclusive Remedies. The rights and remedies granted to the Non-Defaulting Party in Section 10.1 and in any Applicable Operating Agreement shall be cumulative, not exclusive, and shall be in addition to any other rights and remedies that may be available to the Non-Defaulting Party, at law, in equity or otherwise. Each right and remedy available to the Non-Defaulting Party may be exercised from time to time and so often and in such order as may be considered expedient by such Non-Defaulting Party in its sole discretion.

Section 10.3 Interest. Amounts in default pursuant to Article III and this Article X shall bear interest from the date of default to the date of collection at the lesser of (a) a rate equal to the one month London Inter-Bank Offer Rate (as published in the Wall Street Journal) plus an additional 6 percentage points, and (b) the maximum amount of interest permitted under applicable law.

ARTICLE XI

TERM AND TERMINATION

Section 11.1 Term. The term of this Agreement shall begin on the Effective Date and, unless earlier terminated by mutual written agreement of the Parties, shall continue until the twelve (12) year anniversary of this Agreement. The provisions of Sections 4.4 and 11.2 and Articles XII and XIII (other than Sections 13.1 and 13.2) shall survive termination of this Agreement.

Section 11.2 Termination. Any executed JOA shall, subject to Section 3.5, survive the termination of this Agreement. In the event there are leases in which both Parties continue to hold an interest relating to the Joint Interests that remain in effect upon termination pursuant to Section 11.1, as to which a JOA has not been executed, Atlas and Reliance shall execute JOAs covering any such leases.

ARTICLE XII

TAX PARTNERSHIP

Section 12.1 Tax Partnership. Notwithstanding any provision of this Agreement or any provision of the Associated Agreements to the contrary, the Parties agree that the operations hereunder shall constitute a partnership for federal, and to the extent allowable by Law, state and local income tax purposes, and that the provisions of the Tax Partnership Agreement are hereby incorporated into and made a part of this Agreement and will govern the legal relationship between the Parties solely with respect to federal (and if allowable, state and local) income tax matters. In the event of any conflict or inconsistency between the terms and conditions of the Tax Partnership Agreement and the terms and conditions of this Agreement or any attachment or exhibit hereto or any Applicable Operating Agreement, the terms and conditions of the Tax Partnership Agreement shall govern and control as between the Parties.

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ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.1 Non-Solicit; Non-Hire. Each Party shall not, and shall cause its Representatives not to, without the prior written consent of the other Party, directly or indirectly, hire, employ, retain as a contractor or enter into any contract or other agreement with any of the officers or employees of the other Party or its Affiliates, or otherwise solicit, induce or otherwise encourage any officer or employee of the other Party or its Affiliates to discontinue, cancel or refrain from entering into any relationship (contractual or otherwise) with the other Party or any Affiliate of such Party. The foregoing restriction will expire with respect to any person two years following the date on which such person’s employment with the originally employing Party or its Affiliates has terminated.

Section 13.2 Notices. All notices and communications required or permitted under this Agreement shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if by facsimile, upon confirmation by the recipient of receipt, provided that a copy of such notice has also been sent by Federal Express overnight delivery (or other reputable overnight delivery service); or (c) if by Federal Express overnight delivery (or other reputable overnight delivery service), two days after deposited with such service. Addresses for all such notices and communication shall be as follows:

To Atlas:	Atlas Energy Resources, LLC
	West Pointe Corporate Center I 1550 Coraopolis Heights Road, Second Floor Moon Township, Pennsylvania 15108
	Attention: Facsimile:	Jay Hammond (412) 262-2820
	with a copy to: Jones Day 717 Texas, Suite 3300 Houston, Texas 77002
	Attention: Facsimile:	Jeff Schlegel (832) 239-3600
	with a copy to:
	Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
	Attention:	David Lam
	Facsimile:	(212) 403-2000

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To Reliance:	Reliance Marcellus, LLC 2000 W. Sam Houston Pkwy, Suite 700 Houston, Texas 77042
	Attention: Fax:	Vice President (713) 430-8799

Either Party may, upon written notice to the other Party, change the address and person to whom such communications are to be directed.

Section 13.3 Relationship of the Parties. This Agreement is strictly contractual in nature and is not intended to create, and shall not be construed to create, an association for profit, a trust, an agency, a joint venture, a partnership or other relationship of partnership, or entity of any kind between the Parties, or otherwise to create fiduciary duties between the Parties. Notwithstanding anything to the contrary contained herein, the Parties understand and agree that the arrangement and undertakings evidenced by this Agreement and the Purchase Agreement, taken together, result in a partnership for purposes of federal income taxation and for purposes of certain state income tax laws which incorporate or follow federal income tax principles as to tax partnerships. For these purposes, the Parties agree to be governed by the Tax Partnership Agreement. For every purpose other than the above-described income tax purposes, however, the Parties understand and agree that, except as provided in Section 13.20 with respect to the parties comprising Atlas, the Liabilities of the Parties shall be several, not joint or collective, and that each Party shall be solely responsible for its own obligations.

Section 13.4 Publicity and Recordation of Documents. Neither Atlas nor Reliance, nor their respective Affiliates, shall issue any press release or similar public announcement pertaining to this Agreement or the Associated Agreements or 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 prior 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 the consummation of this transaction, the Parties agree to reasonably cooperate in advance of such issuance or announcement. The Parties agree to cooperate in good faith and execute such documents and to take such action as may be required to have the assignments and any other documents which are necessary or helpful to establish, for purposes of public notice, Reliance’s rights in the Joint Interests filed of public record in the conveyance records of the applicable townships and counties.

Section 13.5 Waiver. No waiver by any Party, whether express or implied, of any right under any provision of this Agreement shall constitute a waiver of such Party’s right at any other time or a waiver of such Party’s rights under any other provision of this Agreement unless it is made in writing and signed by a senior executive officer of the Party giving the waiver. No failure by any Party hereto to take any action with respect to any breach of this Agreement or default by another Party shall constitute a waiver of the former Party’s right to enforce any provision of this Agreement or to take action with respect to such breach or default or any subsequent breach or default by such later Party.

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Section 13.6 Amendments; Binding Effect. This Agreement, including this Section 13.6 and the exhibits and schedules hereto, shall not be amended or modified except by an instrument in writing signed by or on behalf of all of the Parties. The provisions of this Agreement shall constitute a covenant running with the land and shall remain in full force and effect and be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Section 13.7 No Third Party Beneficiaries. Except as otherwise expressly set forth in this Agreement, nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not party to this Agreement.

Section 13.8 Severability. If any provision of this Agreement, including the exhibits and schedules hereto, is held invalid or unenforceable, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provision of this Agreement. In the event any provision is held invalid or unenforceable, the Parties shall attempt to agree on a valid or enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the tenor of this Agreement and, on so agreeing, shall incorporate such substitute provision in this Agreement; provided, that the Parties agree that any provision held to invalid or unenforceable shall be treated for all purposes as not having been included as part of the Agreement at and from signing.

Section 13.9 Governing Law; Jurisdiction, Venue; Jury Waiver.

(a) Subject to the next sentence, this Agreement and all matters pertaining hereto, including matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction hereof, shall be governed and determined by the Law (other than the conflict of laws rules) of the State of New York. Notwithstanding the foregoing, the Law of the state in which any real property interest covered or created by or granted under this Agreement is located shall govern the following: (A) whether this Agreement creates an interest in real property for security purposes or otherwise; (B) the nature and attributes of any interest in real property that is covered or created by or granted under this Agreement; (C) the method of foreclosure of any lien created or granted under this Agreement on any interest in real property; (D) the nature of an interest in real property that results from foreclosure of any lien on any interest in real property created by or granted under this Agreement; (E) the manner and effect of recording or failing to record this Agreement or evidence of any action or transaction that occurs under this agreement and that results in the creation or transfer of any interest in real property, or (F) whether Good Cause exists for the purposes of Section 4.5.

(b) THE PARTIES HEREBY (I) IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK, NEW YORK (THE “FEDERAL COURTS”) OR, SOLELY IF THE FEDERAL COURTS DO NOT HAVE SUBJECT MATTER JURISDICTION, THE STATE COURTS LOCATED IN NEW YORK, NEW YORK (THE “NEW YORK COURTS”) IN RESPECT OF ANY CLAIM, DISPUTE OR CONTROVERSY (OF ANY AND EVERY KIND OR TYPE, WHETHER BASED ON CONTRACT, TORT, STATUTE, REGULATION OR OTHERWISE) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (ANY SUCH CLAIM BEING A “COVERED CLAIM”) AND FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF; (II) IRREVOCABLY AGREE TO REQUEST THAT THE APPLICABLE COURT ADJUDICATE ANY COVERED CLAIM ON AN EXPEDITED BASIS AND TO COOPERATE WITH EACH OTHER TO ASSURE THAT AN EXPEDITED RESOLUTION OF ANY SUCH DISPUTE IS ACHIEVED; (III) WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING RAISING A COVERED CLAIM OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF THAT ANY OF THE PARTIES HERETO IS NOT SUBJECT TO THE PERSONAL JURISDICTION OF THE FEDERAL COURTS OR NEW YORK COURTS, THAT IT IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY BE INAPPROPRIATE OR INCONVENIENT OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS; AND (IV) IRREVOCABLY AGREE TO ABIDE BY THE RULES OF PROCEDURE APPLIED BY THE FEDERAL COURTS OR NEW YORK COURTS (AS THE CASE THE MAY BE) (INCLUDING PROCEDURES FOR EXPEDITED PRE-TRIAL DISCOVERY) AND WAIVE ANY OBJECTION TO ANY SUCH PROCEDURE ON THE GROUND THAT SUCH PROCEDURE WOULD NOT BE PERMITTED IN THE COURTS OF SOME OTHER JURISDICTION OR WOULD BE CONTRARY TO THE LAWS OF SOME OTHER JURISDICTION. THE PARTIES FURTHER AGREE THAT ANY COVERED CLAIM HAS A SIGNIFICANT CONNECTION WITH THE STATE OF NEW YORK AND WITH THE UNITED STATES, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY OTHER JURISDICTION. EACH PARTY REPRESENTS THAT IT HAS AGREED TO THE JURISDICTION OF THE FEDERAL COURTS AND NEW YORK COURTS IN RESPECT OF COVERED CLAIMS AFTER BEING FULLY AND ADEQUATELY ADVISED BY LEGAL COUNSEL OF ITS OWN CHOICE CONCERNING THE PROCEDURES AND LAW APPLIED IN THE FEDERAL COURTS AND NEW YORK COURTS AND HAS NOT RELIED ON ANY REPRESENTATION BY ANY OTHER PARTY OR ITS AFFILIATES, REPRESENTATIVES OR ADVISORS AS TO THE CONTENT, SCOPE, OR EFFECT OF SUCH PROCEDURES AND LAW, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY JURISDICTION.

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(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.9.

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Section 13.10 Waiver of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTY FROM ITS OWN SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES (INCLUDING LOSS OF, DAMAGE TO OR DELAY IN PROFIT, REVENUE OR PRODUCTION) RELATING TO, ASSOCIATED WITH, OR ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR REDUCE THE EFFECTIVENESS OF THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH DAMAGE WAIVER IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY.

Section 13.11 Confidentiality.

(a) Except for disclosures to Affiliates and reasonable disclosures for financing purposes, representatives of a Party who need to know information for purposes of performing this Agreement, accountants, legal counsel and other advisors or in connection with any proposed merger or acquisition transaction involving a Party, in each case under circumstances in which the disclosing Party takes reasonable steps to maintain confidentiality, or for purposes of a sale or other transfer of interests to a third party; provided such third party has executed a confidentiality agreement, all confidential information, data and interpretations resulting from the activities under this Agreement (“Confidential Data”) shall be confidential during the term of this Agreement, except as otherwise provided herein. The term Confidential Data does not include information which (i) is generally available to the public, or (ii) is within a Party’s possession prior to the date hereof; provided that the source of such information was not known by such Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other Party.

(b) Except as provided herein or otherwise required by Law, any Applicable Operating Agreement or any Applicable Contract (as defined in the Purchase Agreement), no Party shall distribute or disclose any Confidential Data to third parties, the press or other media, without the written consent of the other Party. In the event that any Party or its representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Data, such Party shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the other Party, a Party or its representatives are nonetheless legally compelled to disclose Confidential Data to any tribunal or else stand liable for contempt or suffer other censure or penalty, such Party or its representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Data which it is legally required to be disclosed; provided that such Party will exercise its best reasonable efforts to preserve the confidentiality of the Confidential Data, including by cooperating with the other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Data by such tribunal. Further, nothing contained in this Article shall preclude any Party from making such disclosures as may be required by any applicable federal or state securities law or regulations.

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Section 13.12 Schedules. The exhibits and schedules referred to herein are attached hereto and incorporated herein by this reference, and unless the context expressly requires otherwise, the exhibits and schedules are incorporated in the definition of “Agreement.”

Section 13.13 Interpretation. It is expressly agreed by the Parties that neither this Agreement nor any of the Associated Agreements 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 Associated Agreement or any provision hereof or thereof or who supplied the form of this Agreement or any of the Associated Agreements. 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 or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 13.14 Conflicting Provisions. This Agreement and the other Associated Agreements, 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 Associated Agreements, and as between them, specific provisions prevail over general provisions. In the event of a conflict between this Agreement and the Associated Agreements, this Agreement shall control, except in the case of the Tax Partnership Agreement, which shall control in case of a conflict with this Agreement or the other Associated Agreements.

Section 13.15 Representations and Warranties. Each Party represents and warrants to the other party as follows:

(a) Such Party is a company organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation.

(b) Such Party has full power and authority to enter into and perform this Agreement and each Associated Agreement to which it is a party and the transactions contemplated herein and therein. The execution, delivery, and performance by such Party of this Agreement has been duly and validly authorized and approved by all necessary company action on the part of such party. This Agreement and each of the Associated Agreements is the valid and binding obligation of such Party and enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws.

(c) In the case of Reliance, it has or will have available to it sufficient funds with which to pay the full amount of Drilling Carry Cap and to fund its Proportionate Interest Share of Development Costs.

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(d) In the case of Atlas, it has or will have available to it sufficient funds with which to fund its Proportionate Interest Share of Development Costs that are not otherwise paid by Reliance in connection with the Drilling Carry Obligation.

Section 13.16 Entire Agreement. This Agreement, the Associated Agreements entered into on the Effective Date and the exhibits and schedules hereto and thereto, and any other documents delivered in connection with this Agreement contain the entire agreement of the Parties with respect to the subject matter hereof and supersede all previous agreements or communications between the Parties, verbal or written, with respect to the subject matter hereof. Each Party agrees that no other Party (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 in this Agreement, the Associated Agreements, and the exhibits and schedules hereto and thereto.

Section 13.17 Further Assurances. The Parties shall provide to each other such information with respect to the transactions contemplated hereby as may be reasonably requested and shall execute and deliver to each other such further documents and take such further action as may be reasonably requested by any Party to document, complete or give full effect to the terms and provisions of this Agreement and the transactions contemplated herein.

Section 13.18 Memorandum. As of the Effective Date, the Parties shall execute and deliver the Memorandum with respect to all of the Subject Oil and Gas Interests. The Parties shall execute and deliver the Memorandum from time to time as additional interests are acquired as part of the Joint Interests.

Section 13.19 Recognition of Rights.

(a) The term of the Atlas Credit Agreement currently expires on June 29, 2012 (the “Scheduled Expiration Date”). If the Atlas Credit Agreement is renewed, extended or amended and restated (in each case, in whole or in part) beyond the Scheduled Expiration Date, or such facility is refinanced and the liens and security interests granted pursuant to the Atlas Credit Agreement are not released but rather remain in place (in each case, in whole or in part) and secure indebtedness under such refinancing (such renewal, restatement, extension, amendment and restatement or refinancing, the “Post 2012 Debt”), then clause (b) below shall apply with respect to such Post 2012 Debt.

(b) Atlas shall cause the credit and security agreements evidencing and securing the Post 2012 Debt (the “Post 2012 Debt Agreements”) to include definitions and provisions substantially similar to the following:

“(1) If in connection with any foreclosure, exercise of remedies, transaction in lieu of foreclosure, restructuring or workout, whether in or out of bankruptcy, any of the collateral provided by the Participation and Development Agreement, dated as of April [    ], 2010 (the “Participation Agreement”), by and among Atlas Energy Resources, LLC, Atlas America, LLC, Viking Resources LLC, Atlas Resources LLC and Reliance Marcellus, LLC that is securing the debt (such collateral, the “PDA Collateral”) is to be (or is) assigned, transferred or sold (each a “Collateral Agent Transfer”), then:

(A) the Transferee shall execute an agreement whereby the Transferee acknowledges and agrees that it has become a party to and bound by the terms of the Participation Agreement (as to the PDA Collateral transferred to such Transferee) and that the PDA Collateral is and will continue to be subject to the terms and conditions of the Participation Agreement; and

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(B) notwithstanding anything to the contrary, in making any assignment, sale or transfer of any part of the PDA Collateral, the Collateral Agent shall not be required to comply with the provisions of Article VII of the Participation Agreement; provided that each Transferee of any part of the PDA Collateral shall be bound by the provisions of Article VII of the Participation Agreement (as well as the other provisions of the Participation Agreement).

(2) The Collateral Agent agrees that if pursuant to Section 4.5, 7.1, 7.3 or 10.1 of the Participation Agreement, Reliance is entitled to become operator of the Joint Interests, nothing in the debt agreements for such debt will prevent or impair Reliance from taking over operatorship of the Joint Interests in accordance with the terms of the Participation Agreement.

(3) Collateral Agent agrees to enter into an agreement with Atlas and Reliance wherein Collateral Agent confirms its agreement to comply (and, if there is a Collateral Agent Transfer, agrees to enter into an agreement with the Transferee pursuant to which the Transferee agrees to comply) with the requirements set forth in the preceding subparagraphs (1) and (2), as applicable.”

Section 13.20 Joint and Several Liability. Notwithstanding any provision of this Agreement to the contrary, each of the parties comprising Atlas shall be jointly and severally liable for all of the Liabilities of Atlas under this Agreement.

Section 13.21 Multiple Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties hereto. A facsimile or email transmission of a scanned, executed counterpart of this Agreement shall be sufficient to bind a party hereto to the same extent as an original.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement is executed and effective as of the Effective Date first above written.

Atlas Energy Resources, LLC a Delaware limited liability company	Reliance Marcellus, LLC a Delaware limited liability company
By:	By:
Name:	Name:
Title:	Title:
Atlas America, LLC a Pennsylvania limited liability company
By:
Name:
Title:
Viking Resources LLC a Pennsylvania limited liability company
By:
Name:
Title:
Atlas Resources LLC a Pennsylvania limited liability company
By:
Name:
Title:

[Signature Page to Participation and Development Agreement]

EX-2.3

Exhibit 2.3

FORM OF

STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT

This STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”) dated April [    ], 2010 (the “Effective Date”) is by and among Atlas Energy, Inc., a Delaware corporation (“Atlas Parent”), Atlas Energy Resources, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Atlas Parent (“Atlas”), Reliance Industries Limited, a company incorporated in India (“Reliance Parent”), and Reliance Marcellus, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Reliance Parent (“Reliance”). Atlas Parent, Atlas, Reliance Parent and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

WHEREAS:

A. Atlas and Reliance have entered into that certain Purchase and Sale Agreement dated April 9, 2010 (the “Purchase Agreement”), pursuant to which Atlas and its applicable Subsidiaries agreed to sell and convey to Reliance, and Reliance agreed to purchase and acquire from Atlas and such applicable Subsidiaries, a 40% undivided interest in certain oil and gas properties held by Atlas and such applicable Subsidiaries, on the terms and conditions set forth in the Purchase Agreement;

B. Concurrently with the execution of this Agreement, Atlas and Reliance are entering into that certain Participation and Development Agreement, dated as of the date hereof (the “Development Agreement”), providing for the joint exploration and development of certain oil and gas interests in a coordinated manner; and

C. The Parties’ entry into this Agreement is a condition to Atlas’s consummation of the transactions contemplated by the Purchase Agreement and a condition to Atlas’s entry into and consummation of the transactions contemplated by the Development Agreement, and is done in consideration of the Parties’ (or their respective Affiliates’) mutual agreements under, the Purchase Agreement and the Development Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Standstill Agreements.

(A) Reliance Parent and Reliance agree that, until the Standstill Termination Date, none of Reliance Parent, Reliance nor any of their respective Affiliates will, directly or indirectly:

(a) in any manner acquire or agree to acquire, directly or indirectly, by means of purchase, merger, business combination, tender or exchange offer, or in any other manner, (i) any securities of Atlas Parent or its Affiliates (including beneficial ownership, as defined in Rule 13d-3 under the Exchange Act of any securities), (ii) all or a majority of the assets of Atlas Parent or its Affiliates (it being agreed that any acquisition of assets expressly contemplated by Development Agreement or the JOA shall not be a breach of this clause (ii)), or (iii) make any public announcement with respect to any of the foregoing;

(b) except to the extent solely in connection with an acquisition expressly permitted under Section 2.3(b), Section 6.4(c) or Article VIII of the Development Agreement and subject to Section 1(D) of this Agreement, contact, discuss with, or negotiate with any Person regarding, or enter into any top lease covering an oil and gas lease, deed or other agreement or document with regard to, any of the properties in the AMI owned by Atlas Parent or any of its Affiliates, or any rights acquired by Atlas Parent or any of its Affiliates during the term of this Agreement with respect to any of the properties in the AMI owned by Atlas Parent or any of its Affiliates (for the purpose of this Agreement, a “top lease” means an arrangement by which the consideration to acquire an oil and gas lease is paid at the time of signing of the lease but such oil and gas lease becomes effective only after expiration or termination of an existing lease held by Atlas Parent or any or its Affiliates);

(c) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated by the SEC) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Atlas Parent or its Affiliates;

(d) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder) with respect to any voting securities of Atlas Parent or its Affiliates;

(e) subject solely to Section 1(D) of this Agreement, otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of Atlas Parent or its Affiliates;

(f) make any public disclosure, or take any action that could reasonably be expected to require Atlas Parent or its Affiliates to make any public disclosure, with respect to any of the matters set forth in Section 1 of this Agreement;

(g) disclose any intention, plan or arrangement inconsistent with the foregoing;

(h) effect, advise, assist or encourage any other Persons in connection with any of the foregoing;

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(i) arrange or in any way participate in any financing for the purchase of any securities of Atlas Parent or its Affiliates; or

(j) except to the extent solely in connection with an acquisition expressly permitted under Section 6.4(c) of the Development Agreement and subject solely to Section 1(D) of this Agreement, enter into any discussions, negotiations, arrangements or agreements with any third party with respect to any of the foregoing.

(B) Reliance Parent and Reliance agree that, until the Standstill Termination Date, none of Reliance Parent, Reliance or any of their respective Affiliates will request Atlas Parent, Atlas or any of their respective Representatives to amend or waive any provision of this Section 1. The restriction described in clause (b) of Section 1(A) above shall not apply to acquisitions permitted under Section 6.4(c) of the Development Agreement.

(C) If, prior to the Standstill Termination Date, Atlas Parent or its Affiliates shall conduct a process with two or more potential bidders relating to a sale or merger of Atlas Parent or Atlas, or sale of all or a majority of the consolidated assets of any of Atlas Parent, Atlas or any Selling Subsidiary, Atlas Parent agrees that it shall provide Reliance Parent (or a wholly owned Affiliate of Reliance Parent designated by Reliance Parent) with an invitation to bid, using substantially the same invitation to bid sent to other potential bidders in such process, and shall provide to Reliance Parent (or such wholly owned Affiliate) substantially the same information relating to Atlas Parent and its Subsidiaries that Atlas Parent provided in such process to such other potential bidders, subject to a confidentiality agreement acceptable to Atlas Parent containing confidentiality restrictions no more restrictive in the aggregate than those in the confidentiality agreement entered into by any other potential bidder in connection with such process.

(D) The Parties agree that, prior to the Standstill Termination Date, Reliance Parent (or a wholly owned Affiliate of Reliance Parent designated by Reliance Parent) and Reliance shall be permitted to engage in non-public discussions with, and may make a non-public and confidential proposal to, or inquiry of, the board of directors or the chief executive officer of Atlas Parent regarding a proposal or offer, or interest in a proposal or offer, of a transaction involving a Change of Control of Atlas Parent (it being agreed that (i) the taking of any action expressly permitted by this Section 1(D) shall not, in and of itself, be deemed to be a request to amend or waive this Section 1 in violation of the first sentence of Section 1(B); and (ii) this Section 1(D) shall not permit Reliance Parent, Reliance or any of their respective Affiliates to form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder) or otherwise act in concert, in each case, with any Person other than any wholly owned Subsidiary of Reliance Parent with respect to any of the matters set forth in clauses (a) through (j) of Section 1(A) of this Agreement).

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2. Defined Terms. Capitalized terms used, but not defined, in this Agreement shall have the same meanings as set forth in the Participation Agreement. As used herein, the following terms shall have the meanings set forth below:

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly (through one or more intermediaries or otherwise) Controls, is Controlled by, or is under common Control with the first Person.

(b) “Change of Control” has the meaning given such term in the Development Agreement.

(c) “Control” has the meaning given such term in the Development Agreement.

(d) “Covered Claim” means any Specified Covered Claim or Other Covered Claim, as the case may be.

(e) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(f) “JOA” has the meaning given such term in the Development Agreement.

(g) “Person” has the meaning given such term in the Development Agreement.

(h) “SEC” means the United States Securities and Exchange Commission.

(i) “Selling Subsidiaries” has the meaning given to such term in the Purchase Agreement.

(j) “Standstill Period” means the period of time from the Effective Date until the Standstill Termination Date.

(k) “Standstill Termination Date” means the period of time commencing on the Effective Date and terminating upon the earlier of: (i) the fifth anniversary of the date of this Agreement, (ii) written consent from the board of directors of Atlas Parent terminating the provisions of Section 1 of this Agreement, (iii) such time as a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder), that is reasonably capable of consummating a Change of Control of Atlas Parent and that is not affiliated with, or a member of a group (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder) including, Reliance Parent, Reliance or any of their respective Affiliates, commences (within the meaning of Rule 14d-2 under the Exchange Act) a tender offer that, if consummated, would result in a Change of Control of Atlas Parent, and (iv) the termination of Section 1 of this Agreement pursuant to Section 7.3 of the Development Agreement.

3. AMI and Transfer Restrictions. Reliance Parent agrees that it shall not, and shall cause its Affiliates not to, breach (a) Article VI of the Development Agreement (the “AMI”), (b) Article VII of the Development Agreement (the “Transfer Restrictions”), (c) Section 13.1 of the Development Agreement (the “Non-Solicit; Non-Hire Restrictions”) and (d) Section 13.11 of the Development Agreement (the “Confidentiality Restrictions”), in each case, as if Reliance Parent were a party to the Development Agreement and were bound by the provisions applicable to Reliance in such provisions of the Development Agreement.

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4. Remedies for Breach. Each Party hereto understands and agrees that money damages is not a sufficient remedy for any breach of this Agreement and that the other Parties hereto shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies at law or in equity.

5. Waiver of Consequential Damages. EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTY FROM ITS OWN SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES (INCLUDING LOSS OF, DAMAGE TO OR DELAY IN PROFIT, REVENUE OR PRODUCTION) RELATING TO, ASSOCIATED WITH, OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT. NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR REDUCE THE EFFECTIVENESS OF THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH DAMAGE WAIVER IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY.

6. Governing Law. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF NEW YORK EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION; PROVIDED, HOWEVER, THAT SECTION 1 (AND THE OTHER PROVISIONS OF THIS AGREEMENT TO THE EXTENT RELATED TO THE PROVISIONS OF SECTION 1) SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF DELAWARE EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION.

7. Jurisdiction; Forum.

(a) THE PARTIES HEREBY (I) IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (A) THE CHANCERY COURT OF THE STATE OF DELAWARE (THE “DELAWARE CHANCERY COURT”) OR, SOLELY IF THE DELAWARE CHANCERY COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK, NEW YORK (THE “FEDERAL COURTS”) OR, SOLELY IF THE DELAWARE CHANCERY COURT AND THE FEDERAL COURTS DO NOT HAVE SUBJECT MATTER JURISDICTION, THE STATE COURTS LOCATED IN NEW YORK, NEW YORK (THE “NEW YORK COURTS”) IN RESPECT OF ANY CLAIM, DISPUTE OR CONTROVERSY (OF ANY AND EVERY KIND OR TYPE, WHETHER BASED ON CONTRACT, TORT, STATUTE, REGULATION OR OTHERWISE) ARISING OUT OF, RELATING TO OR CONNECTED WITH SECTION 1 OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (AND THE OTHER PROVISIONS OF THIS AGREEMENT TO THE EXTENT RELATED TO THE PROVISIONS OF SECTION 1) (ANY SUCH CLAIM BEING A “SPECIFIED COVERED CLAIM”) AND FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF AND (B) THE FEDERAL COURTS OR, SOLELY IF THE FEDERAL COURTS DO NOT HAVE SUBJECT MATTER JURISDICTION, THE NEW YORK COURTS IN RESPECT OF ANY CLAIM, DISPUTE OR CONTROVERSY (OF ANY AND EVERY KIND OR TYPE, WHETHER BASED ON CONTRACT, TORT, STATUTE, REGULATION OR OTHERWISE) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY OTHER THAN A SPECIFIED COVERED CLAIM (ANY SUCH CLAIM BEING AN “OTHER COVERED CLAIM”) AND FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF; (II) IRREVOCABLY AGREE TO REQUEST THAT THE APPLICABLE COURT ADJUDICATE ANY COVERED CLAIM ON AN EXPEDITED BASIS AND TO COOPERATE WITH EACH OTHER TO ASSURE THAT AN EXPEDITED RESOLUTION OF ANY SUCH DISPUTE IS ACHIEVED; (III) WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING RAISING A COVERED CLAIM OR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF THAT ANY OF THE PARTIES HERETO IS NOT SUBJECT TO THE PERSONAL JURISDICTION OF THE DELAWARE CHANCERY COURT (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), THE FEDERAL COURTS OR NEW YORK COURTS, THAT IT IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY BE INAPPROPRIATE OR INCONVENIENT OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS; AND (IV) IRREVOCABLY AGREE TO ABIDE BY THE RULES OF PROCEDURE APPLIED BY THE DELAWARE CHANCERY COURT (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), THE FEDERAL COURTS OR NEW YORK COURTS (AS THE CASE THE MAY BE) (INCLUDING BUT NOT LIMITED TO PROCEDURES FOR EXPEDITED PRE-TRIAL DISCOVERY) AND WAIVE ANY OBJECTION TO ANY SUCH PROCEDURE ON THE GROUND THAT SUCH PROCEDURE WOULD NOT BE PERMITTED IN THE COURTS OF SOME OTHER JURISDICTION OR WOULD BE CONTRARY TO THE LAWS OF SOME OTHER JURISDICTION. THE PARTIES FURTHER AGREE THAT ANY COVERED CLAIM HAS A SIGNIFICANT CONNECTION WITH THE STATE OF DELAWARE (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), WITH THE STATE OF NEW YORK AND WITH THE UNITED STATES, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY OTHER JURISDICTION. EACH PARTY REPRESENTS THAT IT HAS AGREED TO THE JURISDICTION OF THE DELAWARE CHANCERY COURT (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), THE FEDERAL COURTS AND NEW YORK COURTS IN RESPECT OF COVERED CLAIMS AFTER BEING FULLY AND ADEQUATELY ADVISED BY LEGAL COUNSEL OF ITS OWN CHOICE CONCERNING THE PROCEDURES AND LAW APPLIED IN THE DELAWARE CHANCERY COURT (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), THE FEDERAL COURTS AND NEW YORK COURTS AND HAS NOT RELIED ON ANY REPRESENTATION BY ANY OTHER PARTY OR ITS AFFILIATES, REPRESENTATIVES OR ADVISORS AS TO THE CONTENT, SCOPE, OR EFFECT OF SUCH PROCEDURES AND LAW, AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY JURISDICTION. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF ATLAS PARENT OR ATLAS TO COMMENCE OR PROSECUTE ANY LEGAL ACTION AGAINST RELIANCE PARENT OR ANY OF ITS AFFILIATES IN INDIA OR ELSEWHERE TO ENFORCE THE JUDGMENTS AND ORDERS OF THE DELAWARE CHANCERY COURT (ONLY IN THE CASE OF SPECIFIED COVERED CLAIMS), FEDERAL COURTS OR NEW YORK COURTS.

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(b) Each party hereby irrevocably agrees that it will not oppose, on any ground, the recognition, enforcement, or exequatur in Indian court or another court of any judgment (including but not limited to a judgment requiring specific performance) rendered by a Delaware Chancery Court (only in the case of Specified Covered Claims), Federal Court or New York Court in respect of a Covered Claim.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.

-6-

8. Amendment. This Agreement may not be modified, supplemented or amended orally, but only by a written agreement signed by all Parties hereto.

9. Notices. All notices and communications required or permitted under this Agreement shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if by facsimile, upon confirmation by the recipient of receipt, provided that a copy of such notice has also been sent by Federal Express overnight delivery (or other reputable overnight delivery service); or (c) if by Federal Express overnight delivery (or other reputable overnight delivery service), 2 days after deposited with such service. Addresses for all such notices and communication shall be as follows:

To Atlas:
	Atlas Energy Resources, LLC West Pointe Corporate Center I 1550 Coraopolis Heights Road, Second Floor Moon Township, Pennsylvania 15108
	Attention:	Jay Hammond
	Telephone:	(215) 546-5005
	Facsimile:	(412) 262-2820
	With a copy to:
	Jones Day 717 Texas, Suite 3300 Houston, Texas 77002
	Attention:	Jeff Schlegel
	Telephone:	(832) 239-3939
	Facsimile:	(832) 239-3600
	With a copy to:
	Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
	Attention:	David Lam
	Telephone:	(212) 403-1000
	Facsimile:	(212) 403-2000

-7-

To Reliance or Reliance Parent:
	Reliance Marcellus, LLC c/o RIL USA, Inc. 2000 W. Sam Houston Pkwy, Suite 700 Houston, Texas 77042
	Attention:	Vice President
	Fax:	(713) 430-8799

Either Party may, upon written notice to the other Party, change the address and person to whom such communications are to be directed.

10. No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not party to this Agreement.

11. Severability of Provisions. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provision of this Agreement. In the event any provision is held invalid or unenforceable, the Parties shall attempt to agree on a valid or enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the tenor of this Agreement and, on so agreeing, shall incorporate such substitute provision in this Agreement; provided, that the Parties agree that any provision held to be invalid or unenforceable shall be treated for all purposes as not having been included as part of the Agreement at and from signing.

12. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties hereto. A facsimile or email transmission of a scanned, executed counterpart of this Agreement shall be sufficient to bind a party hereto to the same extent as an original.

13. Terms. All obligations of the Parties under (i) Section 1 of this Agreement shall expire on the Standstill Termination Date, (ii) Section 3 of this Agreement, with respect to the AMI, shall expire on the termination of Article VI of the Development Agreement, (iii) Section 3 of this Agreement, with respect to the Transfer Restrictions, shall expire on the termination of Article VII of the Development Agreement; (iv) Section 3 of this Agreement, with respect to the Non-Solicit; Non-Hire Provisions, shall expire on the termination of 13.1 of the Development Agreement and (v) Section 3 of this Agreement, with respect to the Confidentiality Restrictions, shall expire on the termination of Section 13.11 of the Development Agreement; provided that any claim made by Atlas under Section 1 or 3 of this Agreement prior to any such termination shall survive such termination with respect only to such claim until resolved pursuant to Section 7 of this Agreement or by mutual agreement of the Parties.

[Signature page follows]

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This Agreement is hereby executed as of the date first written above.

Atlas Energy Resources, LLC	Reliance Industries Limited
a Delaware limited liability company	a company incorporated in India
By:	By:
Name:	Name:
Title:	Title:
Atlas Energy, Inc.	Reliance Marcellus, LLC
a Delaware corporation	a Delaware limited liability company
By:	By:
Name:	Name:
Title:	Title:

[Signature Page to Standstill Agreement]

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:	Brian J. Begley
	Vice President - Investor Relations
	Atlas Energy, Inc.
	877-280-2857
	215-553-8455 (fax)

ATLAS ENERGY, INC. ANNOUNCES $1.7 BILLION MARCELLUS SHALE

JOINT VENTURE WITH RELIANCE INDUSTRIES

Atlas management to host conference call at 9AM ET on Monday, April 12^th to discuss the joint venture transaction

Pittsburgh, PA — April 9, 2010 - Atlas Energy, Inc (NASDAQ: ATLS) (“Atlas” or “the Company”) announces today its entry into a joint venture transaction with a wholly owned affiliate of Reliance Industries Limited (“Reliance”), the largest private sector company in India and a global energy leader, pursuant to which Atlas will transfer an interest in its Marcellus Shale position equal to 120,000 net acres in a transaction valued at $1.7 billion. Reliance will pay approximately $340 million in cash upon closing and an additional $1.36 billion in the form of a drilling carry. Atlas will serve as the development operator for the joint venture. Reliance will have the option to operate in certain project areas in the coming years outside of Atlas’ core operating areas of Fayette, Greene, Washington, and Westmoreland Counties in southwestern Pennsylvania.

Pursuant to the agreement, Reliance will acquire a 40% undivided interest in approximately 300,000 net acres (120,000 net to Reliance) of undeveloped leasehold held by Atlas, and Atlas will retain a 60% undivided interest in the acreage. In addition to funding its own 40% of drilling obligations, Reliance has agreed to fund 75% of Atlas’ respective portion of drilling and completion costs until the $1.36 billion drilling carry is fully utilized. Atlas has 5-1/2 years to utilize the drilling carry, subject to a two-year extension under certain conditions. Atlas and Reliance have agreed upon a five-year development plan that calls for the drilling of 45 horizontal Marcellus Shale wells for the joint venture during the remainder of 2010, increasing to 108 wells in 2011, 178 wells in 2012, and 300 wells in 2013 and 2014.

Atlas will act as the sole leasing agent for the joint venture in the area of mutual interest (“AMI”). In the near future, Atlas and Reliance expect to considerably grow the joint venture’s Marcellus Shale leasehold position within the AMI. Reliance will have the option to acquire a 40% share of such new acreage under terms comparable to those agreed to by Atlas, with each party paying its proportionate share of acquisition costs. In addition, if Atlas decides to sell all or part of the 280,000 additional Appalachian acres currently controlled by it, but excluded from the joint venture and not included in the AMI, Atlas has granted Reliance a right to purchase such acreage at a price of $8,000 per acre. Reliance also receives a right of first offer with respect to potential future sales of this acreage by Atlas at lower prices. This acreage is located predominantly in Mercer, Crawford, and other Pennsylvania counties not currently included in Atlas’ core Marcellus area of southwestern Pennsylvania.

“We are excited by this opportunity to partner with Reliance, one of the world’s largest vertically integrated energy companies, and one that has demonstrated exceptional capability in all aspects of the energy business. We believe that this joint venture will greatly increase the value of Atlas’ business,” commented Edward E. Cohen, Chairman and Chief Executive Officer of Atlas Energy. “This transaction will enable us to accelerate sharply our development of the Marcellus while further reducing our already low finding and development costs and our capital structure will immediately benefit from reduced leverage and enhanced liquidity. As a result of our Marcellus development, we anticipate producing more clean-burning natural gas and creating significant numbers of well-paying Pennsylvania jobs. Pennsylvania will also benefit from our strong commitment to the highest environmental and safety standards, a passion which is shared by Reliance.”

Reliance Industries Limited, an India-based industrial enterprise, is one of the largest refiners and petrochemical producers in the world. Its recent market capitalization was over $78 billion and Reliance currently produces almost 3 Bcfe per day of oil & gas production from their E&P operations.

The purchase and sale is subject to certain closing conditions, including the consent of participating lenders under Atlas’ senior secured credit facility. The transaction is expected to close in April 2010.

Jefferies & Company, Inc. acted as lead financial advisor and J.P. Morgan Securities, Inc. acted as financial advisor to Atlas Energy on the joint venture transaction. Jones Day, Ledgewood and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Atlas Energy.

* * *

Interested parties are invited to access the live webcast of an investor call with Atlas Energy’s management regarding the joint venture transaction on Monday, April 12, 2010 at 9:00 am ET by going to the Investor Relations section of Atlas Energy’s website at www.atlasenergy.com. For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Energy website and telephonically beginning at 11:00 ET on April 12, 2010 by dialing 888-286-8010, passcode: 93641727.

Atlas Energy, Inc. is one of the largest independent natural gas producers in the Appalachia and Michigan Basins and a leading producer in the Marcellus Shale in Pennsylvania. Atlas Energy, Inc. is also the country’s largest sponsor and manager of tax-advantaged energy investment partnerships. Atlas Energy, Inc. also owns 1.1 million common units in Atlas Pipeline Partners, L.P. (NYSE: APL) and a 64% interest in Atlas Pipeline Holdings, L.P. (NYSE: AHD), a limited partnership which owns the general partner interest of APL. Atlas Pipeline Partners, L.P. is active in the gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region in Oklahoma and Texas, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 10,300 miles of active intrastate gas gathering pipeline. In Appalachia, APL is a 49% joint venture partner with The Williams Companies in Laurel Mountain Midstream, LLC. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Atlas Energy, Inc. cautions readers that any forward-looking information is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; the Company’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date hereof, and the Company assumes no obligation to update such statements, except as may be required by applicable law.

EX-99.2

Exhibit 99.2

Atlas Energy, Inc.	ATLS	Atlas Energy, Inc and Reliance Industries Limited Joint Venture Call	Apr. 12, 2010
Companyp	Tickerp	Event Typep	Datep

• MANAGEMENT DISCUSSION SECTION

Operator: Good day, ladies and gentlemen and welcome to the Atlas Energy Incorporated Marcellus Joint Venture Conference Call. My name is Noalia [ph] and I’ll be your coordinator for today. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of today’s conference. [Operator Instructions] As a reminder this conference is being recorded for replay purposes.

I would now like to turn the presentation over to your host for today’s conference, Mr. Brian Begley, Director of Investor Relations. Please proceed.

Brian J. Begley, Vice President, Investor Relations

Thank you and good morning, everyone. And thank you for joining us for today’s call to discuss our Marcellus joint venture with Reliance Industries that was announced this past Friday. And as we get started I’d like to remind everyone of the following, that during this conference call we make certain forward-looking statements and in this context forward-looking statements often address our expected future business and financial performance and financial condition and often contains words such as expect, anticipates and similar words or phrases.

Forward-looking statements by their nature address matters that are uncertain, and are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected in the forward-looking statements. We discussed these risks in our quarterly report on Form 10-Q and our annual report also on Form 10-K, particularly in Item 1. And I’d also like to caution you not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof.

The company undertakes no obligations to publicly update our forward-looking statements or to publicly release the results of any revisions to forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect any occurrence of unanticipated events.

And with that, I’d like to turn the call over to our Chairman and Chief Executive Officer, Ed Cohen, for his remarks.

Edward Cohen, Chairman and Chief Executive Officer

Hello, everyone. I want to thank you all for joining us today and I especially want to thank all the analysts and others who have been so auditory about the joint venture with Reliance Industries that was announced on Friday. At the outset, however, I want to emphasize two things: one, why we’re so glad to be partnering with Reliance; and two, why we think that this transaction should be valued not only in terms of the transaction price, pleasant as we do find the $1.7 billion, but we think it should be valued much more for the much greater benefit that in the near term and in the long run this deal will generate for us and for Reliance.

First, let me talk about why Reliance is the right partner for us. We received an enormously positive response to our exploration of a joint venture. And Reliance’s proposal was not the only one in this elevated dollar range. But we chose to join with Reliance for reasons beyond the headline sticker tag.

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Atlas Energy, Inc.	ATLS	Atlas Energy, Inc and Reliance Industries Limited Joint Venture Call	Apr. 12, 2010
Companyp	Tickerp	Event Typep	Datep

As a large E&P company itself with production of almost 3 billion cubic feet equivalent per day and enviable record as a low cost producer in highly technical operations, Reliance really brings to our joint venture its own expertise and geo-scientific capability. As one of the world’s largest oil refiners and as one of the world’s largest petrochemical producers with a market cap approaching US$80 billion, based in a highly successful economy that is the envy of much of the rest of the world, Reliance is financially able to help us effectuate and to even accelerate a massive expansion of our Marcellus efforts far beyond our present assets. As the Financial Times reported on Saturday, and as Reliance stated in its discussion of its joint venture on Friday, Reliance anticipates a possible further $3.4 billion commitment to our joint venture over the next decade.

But there’s also a human element to a successful joint venture and simply put, the chemistry seems right for this undertaking. For weeks now, in fashioning the myriad details of this alliance, we have worked pleasantly and effectively with the most senior management of Reliance. Executive director, PMS Prasad, the chief of upstream operations worldwide, Walter Van De Vijver, the CFO, Alok Agarwal, and a host of others. We were even honored with the personal interest of Mr. Mukesh Ambani, Reliance’s legendary Chairman and Managing Director.

From this interaction, we concluded that with Reliance, we can do great things together. And these great things are the second point that I want to elaborate on. Atlas absolutely intends to give more than 100% effort to ensuring the successful, highly accelerated development of the assets in the area of mutual interest, some 300,000 acres. We will be helped enormously by the continuing success we’ve been having in our ongoing horizontal Marcellus drilling. As you’ll all hear in some detail at our quarterly conference call in a few weeks.

Beyond this, because our existing acreage is so contiguous in our core holdings, and because of the intensive local knowledge and relationships, commanded by Atlas in this prime area, we are in a position immediately to add substantial acreage to the joint venture, and the to do so at relatively favorable prices. We expect to announce shortly new acquisitions covering 10s of thousands of acres of prime Marcellus Shale energy rights. Atlas will offer its direct investor programs, the opportunity to participate in the development of Marcellus Shale acreage outside the Reliance AMI.

In addition to the Marcellus, we have great hopes for the Utica Shale, which is perspective we think in our holdings and Mercer, Crawford and other Pennsylvania counties. We’re excited about expanding our Michigan efforts and of course, we’ve been having considerable success as you know with the New Albany and Indiana. Hennessy continues to be promising. All of this offers the possibility of significant expansion of our investor partnership programs in areas outside the Reliance joint venture area of mutual interest. And of course, a number of analysts and others have noted how favorably this joint venture bodes for our Laurel Mountain Midstream Appalachian pipeline joint venture which we have with Williams.

Now, just for the record, a quick reprise of the salient features of the Reliance joint venture. As part of a farm-out arrangement, Atlas will transfer an interest in its Marcellus Shale position, equal to 120,343 net acres in a transaction valued at $1.7 billion. Reliance will pay approximately $340 million in cash upon closing, and an additional approximately $1.36 billion in the form of a drilling carry for the benefit of Atlas. Reliance will acquire a 40% undivided interest in precisely 300,858 net acres, 120,343 net acres to Reliance, of undeveloped leasehold held by Atlas, and Atlas will retain a 60% undivided interest in the acreage.

In addition to funding its own 40% of drilling obligations, Reliance has agreed to fund 75% of Atlas’ respective portion of drilling and completion costs until the $1.36 billion drilling carry is fully utilized.

Now, Atlas has up to five and-a-half years to utilize the drilling carry, subject to a two-year extension under certain conditions. Atlas and Reliance have agreed upon a five year development plan that calls for the drilling of 45 horizontal Marcellus Shale wells in the joint venture during the remainder of 2010 and that increases to 108 wells in 2011, 178 wells in 2012, and 300 wells in 2013.

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Atlas Energy, Inc.	ATLS	Atlas Energy, Inc and Reliance Industries Limited Joint Venture Call	Apr. 12, 2010
Companyp	Tickerp	Event Typep	Datep

Atlas will serve as the development operator and as the sole leasing agent for the joint venture. But Reliance will have the option to operate in certain project areas in the coming years, outside of Atlas’ core operating areas of Fayette, Greene, Washington and Westmoreland counties in southwestern Pennsylvania.

In the near future, Atlas and Reliance expect to considerably grow the joint venture’s Marcellus Shale leasehold position within the AMI. Reliance will have the option to acquire a 40% share of such new acreage, under terms comparable to those agreed to by Atlas and each party will pay its proportionate share of acquisition costs. In addition, if Atlas decides to sell all or a substantial part of the 280,000 additional Appalachian acres currently controlled by it but excluded from the joint venture and not included in the AMI, Atlas has granted Reliance a right to purchase such acreage at a price of $8,000 per acre.

Let me summarize. This joint venture vastly improves Atlas’ balance sheet and future cash flow. The upfront payment, $340 million, will immediately delever our balance sheet and sharply increase Atlas’ liquidity. In fact, eliminating all bank borrowing on our revolver which has a present borrowing base of $575 million.

Net of the drilling carry, Atlas’ finding and development costs should be less than $0.20 per 1,000 cubic feet equivalent. Assuming the current NYMEX strip price, and on present operations, our cash balances will begin building into the hundreds of millions of dollars. We are hopeful that the rating agencies will take appropriate notice of these changes. And if in the future the market price of Atlas stock should not reflect what we consider to be an appropriate valuation, our burgeoning liquidity will enable us to take appropriate action.

Now, I’ve seen a number of analyses that calculate a price at Atlas GOS [ph]. Significantly higher than our present stock value and that’s based on a dissection of our various assets.

Our Marcellus Shale acreage is given so much value, our existing reserves, our pipeline and processing assets, our direct investment. This streaming undoubtedly justified, but in my opinion we have value considerably beyond the premium.

As a functioning business, we should further command, again in my opinion, an enterprise value premium reflective of our ability to generate an enormous cash flow. This anticipated cash flow properly discounted offers, I think, the best guide to an accurate valuation of our company. And it also provides the future financial strength to remedy any flagrant undervaluation by Mr. Martin.

We’re now ready to take questions. Now, we’ll have available for answers, among others, Jon Cohen, the Chairman of our Executive Committee; Matt Jones, Atlas’ CFO; Rich Weber, our President; and Daniel Herz, Senior Vice President for Corporate Development. [indiscernible], I think we’re ready for questions.

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Atlas Energy, Inc.	ATLS	Atlas Energy, Inc and Reliance Industries Limited Joint Venture Call	Apr. 12, 2010
Companyp	Tickerp	Event Typep	Datep

• QUESTION AND ANSWER SECTION

Operator: Thank you. [Operator Instructions]

Your first question comes from the line of Scott Hamel with RBC.

<Q – Scott Hamel>: Thanks. Good morning and congratulations on the announcement last week.

<A – Edward Cohen>: Thanks, Scott.

<Q – Scott Hamel>: When you look at this deal, can you also indicate does Reliance receive any of the current proved reserves or production on the acreage that’s covered by the AMI?

<A – Edward Cohen>: No, they do not.

<Q – Scott Hamel>: Okay. And you also mentioned the Utica shale potential. When you look at the acreage, do they get rights just of the Marcellus or do they get rights above and below that as well?

<A – Edward Cohen>: Just to the Marcellus, and literally from the bottom of the Tully formation and the bottom of the formation within the AMI.

<Q – Scott Hamel>: Okay, got it. And when you — you also mentioned that you’ve looked to pick up another I guess tens of thousands of additional acreage soon. And I’m sorry if I misunderstood that, but would that be within the AMI as well, meaning that you and Reliance would carve up that acreage between the two of you.

<A – Edward Cohen>: Yes, it’s in our core area and what we said is we’ll have an announcement we anticipate shortly.

<Q – Scott Hamel>: Okay. Got it. And looking at this drilling ramp-up, it’s pretty significant. Could you sort of indicate what you all have in place or will have in place in terms of infrastructure and other services including number of rigs to sort of get there in five, five and-a-half years.

<A – Edward Cohen>: Rich is going to take you through this now.

<A – Richard Weber>: Well, Scott, certainly that’s very front and center on our minds. You know, this schedule, while ambitious, is very doable. We think we’ll get up to in the neighborhood of as few as 13 rigs, as many as 17. We’ll have to see. But we’re certainly scaling our organization to support that kind of activity. Obviously, our partners at Laurel Mountain Midstream are already well under way in terms of building out our gathering system. And so we anticipate that we will have the infrastructure in place and the resources in place to achieve this plan.

<Q>: Specifically on the infrastructure in Laurel Mountain, you all talked about sort of that header system in place in the core acreage. Is there any update to that?

<A>: We will have further updates on our quarterly call. But that activity is, as I said, well under way. In fact, Laurel Mountain has started clearing trees and getting ready for construction this spring.

<Q>: Okay.

<A>: And that’s another joint venture that we’ve been very pleased with.

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<Q>: Okay. Thanks. One last quick question. You talked about drilling on the acreage with Reliance. What happens on the — I guess the “non-core acreage or better said non-JV acreage, will there be any planned activity on that or how should we look at that”.

<A>: I think as we indicated we’re going to give opportunity to our investor programs to work aggressively there.

<Q>: Okay. So will any investor programs be done on the core acreage at this time? I know there was some vertical and horizontal locations. Would those both be in the drilled at, within the — I guess within the JV and not in the partnerships?

<A>: Aside from a limited number of wells which are already committed for, the investor partnerships will not be active in the AMI.

<Q>: Got it. Thanks.

Operator: Your next question comes from the line of Ray Deacon with Pritchard Capital.

<Q – Ray Deacon>: What would be the earliest point that you might repurchase shares?

<A>: We have always been watching the markets. I think people know that we’ve had with the aid of hindsight a tremendously successful record in our aggressive buyback. Right now, the market seems to be heading toward a proper valuation. So it’s hard to predict. But we are always watching and we’re in a position to take action if the market misevaluates in our opinion our situation. A wise man once told me, the easiest thing that a corporate executive can do is to delude himself in the believing that the stock is undervalued. And I think if we look at the history some companies in the United States and elsewhere, it reinforces that thought. On the other hand, we do know the value of our assets. We’re doing our best to get, as we have right along been doing our best to get the story out and we’ll simply watch.

<Q – Ray Deacon>: I guess could you just remind me, pro forma for the cash, what is your total liquidity currently? Is your borrowing base likely to be redetermined?

<A>: Matt Jones, our CFO.

<A – Matthew Jones>: Yeah, hi Ray. At the end of the fourth quarter we had about 184 million drawn against a revolver of $575 million approved. So we had a very substantial liquidity available to us at that time, as Ed mentioned. Use of proceeds with the closing of this JV transaction will totally reduce really effectively eliminate borrowings against the revolver. So we’ll have the fullness of our revolver available to us upon the conclusion of this transaction.

So we’ll have very substantial liquidity available and as Ed mentioned, very likely beginning very quickly substantial free cash flow generation as a result of the transaction. I think we’ll be in a very good position with respect to liquidity.

<Q – Ray Deacon>: And what was the [indiscernible] factor I know you were – very low on the acreage?

<A>: We believe that the transaction, both the cash consideration paid at closing, as well as the carry portion of the transaction will be tax deferred.

<Q>: And just one other question. On the average size of the reserves, if I back into your $0.20 F&B cost, sounds like you’re maybe saying the per well might be a little above 4Bs, I saw a range this morning close to 5Bs per well, do you have any latest thoughts per well?

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<A>: We’ll talk more about that on our quarterly call, but we are expecting average reserves to exceed 4 Bcf, probably closer in the 5 Bcf range.

<Q>: Okay. Thanks very much. Congratulations.

<A>: Thank you, Ray.

Operator: Your next question comes from the line of Jack Aydin with KeyBanc.

<Q – Jack Aydin>: Congratulations, guys.

<A>: Thank you, Jack.

<Q – Jack Aydin>: Going back on the reserve, I know in your presentation of page three, you said you know the recent wells that you drilled you assigned 5.6 Bcfe UR, is that internal or external reservoir engineering assignment?

<A>: Those were reserves assigned by Randy Wright.

<Q – Jack Aydin>: Okay.

<A>: Which is our external reservoir engineer.

<Q – Jack Aydin>: So in a way it is fair to say, you know, based on the — what you have seen, it looks like the reserve UR might be trending a little bit higher than the five, hopefully?

<A>: We are hopeful about that and we’ve been very pleased with the upward trend.

<Q – Jack Aydin>: Thanks a lot. That’s what I have but congratulations.

<A>: Thank you, Jack.

Operator: Your next question comes from the line of Lee Cooperman with Omega Advisors.

<Q – Lee Cooperman>: Hi, good morning and I’ll add my congratulations to everybody else’s. You’ve answered my first question that you’re cognizant of the need to really build up the staff given the dramatic expansion of drilling that we’re undertaking. My second question, which I think you talked a little bit about but didn’t addressed maybe directly. We think with the Reliance transaction Atlas becomes a self funding company from a cash flow standpoint, perhaps even will generate excess cash flow for the shareholders within a relatively short period of time. If this is the case, what does the future hold for Atlas’ private partnership business, does the company need this funding source, is it the best use of Atlas management time to operate what I think is a time intensive partnership business?

<A>: I’ll answer the second question and then I’m going to return to the first one about staff. But basically, we have an enormously capable group of executives headed by Freddie Kotek who have been handling the investor program operation for decades now. So the senior management, which does situations like this joint venture and is responsible for the company’s corporate and geological development really is not at all or almost not at all involved with the investor programs. But we’ve never been able to get across I think to analysts just how profitable and how successful the investor programs are. It was only when there was a little flurry of discussion about possibly having adverse tax implications for our programs that people began surprisingly to be worried that this might adversely affect the company. It’s just a wonderful program. It’s been wonderful for our investors for

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decades. It produces tremendously favorable cash flow, much sufficient cash load to undertake the kind of billion dollar programs that we’re now talking about and it does have the adverse effect that our company’s desire to build huge, huge reserves and expand our own production net to our account is not as well enhanced by the investor programs as a relationship with Reliance.

Also, and I don’t mean to be critical of our investors, the taxpayers of the United States who benefit so much from our programs have never been able to offer us geo-scientific capable such as we get from a wonderful partner like Reliance. So these programs will continue. We hope that they will expand. We think it’s been a win-win situation for our company and for the investors. And in no way I think does it diminish our ability to continue to develop ourselves into a very, very significant true energy company.

And as far as the staff goes, we are cognizant of the need to further expand it but I would like to once again remind everyone that for the past two years, we have been hiring dozens of professionals and geological and production and exploration drilling, completion, land people. This company, when I look back on all – on what it was two years ago, it’s hard to even see the similarity, except for the quality.

We had a small number of highly qualified people two years ago. Now we have a large number of such people and with the aid of Reliance and with some good fortune, we should have a much higher number of really qualified people. In fact, one of the nice things about this transaction is that we will be able to bring to the Commonwealth of Pennsylvania which really needs it a large number of really well-paying jobs and that should be very good.

We also have been staffing up our environmental and safety departments and we think that that’s another area where we will be providing good employment. But it also will enable us to continue to strive toward our zero tolerance achievement in safety and environmental areas. Sorry to be so long-winded, Lee.

<Q>: No, that’s good. Thank you. Again, congratulations. Very nice.

Operator: Your next question comes from the line of Marshall Carver with Capital One Southcoast.

<Q – Marshall Carver>: Yeah, just a couple of questions. Do you have new CapEx guidance and production guidance for 2010, given the new drilling plans?

<A>: I think you’ll be very pleased with our quarterly conference call, in which we’ll explore that.

<Q – Marshall Carver>: Okay. And any update in G&A guidance for the year or will that come on the quarterly call as well?

<A>: You’re right, we will go into that on the quarterly call.

<Q – Marshall Carver>: Okay. Well, I’ll just wait a few weeks then and congrats on a good JV, seems very positive.

<A>: Thank you very much and thank you for your patience. We’ve been so busy obviously working on this transaction that we need a couple of weeks really to sort things out.

<Q – Marshall Carver>: Okay. Thank you.

Operator: Your next question comes from the line of Greg Brody [ph] with JPMorgan.

<A>: Greg, are you there?

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<Q>: Yeah, good morning. Sorry about that. Congratulations on the transaction. I was just wondering on your, you mentioned the willingness to potentially buy back shares. How do you think about that with respect to your rating and then leverage targets and liquidity targets?

<A>: Yeah, Greg. This is Matt. I think that one of the priorities of our business as has been the case for some time. We hope that this transaction accelerates our ability to realize this desire, but we’ve had the desire to meaningfully increase our credit ratings. We hope that the agencies will take the view that we have that this is really phenomenally credit accretive.

This event is phenomenally credit accretive to our company and that the cash flow that we’ll be generating, the restructuring of our balance sheet, if you will, not that it was inappropriately structured but the improvement, enhancement to our liquidity and capital structure, our future cash flow, free cash flow generation will all lead — will all result in the agencies taking a favorable view of our position.

I think buying back stock compared to other alternatives will be something we’ll evaluate along the way, but certainly we’ll keep a very close eye on the impact of the use of our cash flow on rating agency review and really for ourselves internally on sound balance sheet and financial management.

<A>: I think as analysts begin to understand fully the incredible impact this has on our liquidity, it will become apparent that the burgeoning cash flow will both be able to satisfy the most demanding bond analysts and make the equity people also happy.

<Q>: That’s great. Just one more...

<A>: And in addition, you can lose weight.

<Q>: Just one more question for you. Just as you’re accelerating your drilling, do you – have you had a chance to look at contracting the rigs as well as the completion teams and if so, I recognize this is early, what are you seeing on the pricing side?

<A>: Right now we are not seeing really much price impact. We’re still sort of training at the levels we’ve been at now for the last 90 to 120 days. But we are starting to see service companies require longer term contracts to contract. So we’ll be dealing with that. Obviously, with the commitment that we have to drill wells over the next several years, we are likely to enter into some longer contracts.

<Q>: I appreciate the color, guys. Thanks for the time.

<A>: Thank you.

Operator: Your next question comes from the line of Gary Stromberg Barclays Capital.

<Q – Gary Stromberg>: Hi, good morning, guys.

<A>: Good morning, Gary.

<Q – Gary Stromberg>: Just two questions. One is what is restricted payments ability under your two senior note debentures? Do you have ability to buy back stock?

<A>: We do have that flexibility, Gary.

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Companyp	Tickerp	Event Typep	Datep

<Q – Gary Stromberg>: Do you have a restricted payments basket? Do you know what that basket is as of today?

<A>: We do and I don’t have that number for you, but we can get it to you.

<Q – Gary Stromberg>: Okay. That will be helpful. And then I guess second is more hypothetical. You have two fairly high coupon note issues out there 10.75 in 12,1/8 [ph] coupons. Could you look with some of the cash you’re going to build to take some of that debt out as well?

<A>: We will and we can. Again, that will be an evaluation that we’ll make along with other uses of cash that we’ll have available to us as a business. But that is among the alternatives obviously that we have going forward to use free cash flow and we’ll make that evaluation as the fullness of time allows. Also, obviously we hope that, again, this event leads to a far more favorable review by continually by the market and also by the agencies and that we’ll take advantage of that as time progresses.

<Q – Gary Stromberg>: Okay. That’s all I had. Thank you.

<A>: Thank you, Gary.

Operator: And at this moment, there is no more questions in the queue.

Brian J. Begley, Vice President, Investor Relations

Then I think we will take a short hiatus of a few weeks while we prepare material that we think will be very interesting to our listeners. So we invite you all to be alert to the announcement of our quarterly conference call. And thank you all for participating and thank you all very much for the kind remarks.

Operator: Thank you for your participation in today’s conference. This concludes your presentation and you may now disconnect. Have a great day.

Disclaimer

The information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete or error-free statement or summary of the available data. As such, we do not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the information. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis of investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. This report is published solely for information purposes, and is not to be construed as financial or other advice or as an offer to sell or the solicitation of an offer to buy any security in any state where such an offer or solicitation would be illegal. Any information expressed herein on this date is subject to change without notice. Any opinions or assertions contained in this information do not represent the opinions or beliefs of FactSet CallStreet, LLC. FactSet CallStreet, LLC, or one or more of its employees, including the writer of this report, may have a position in any of the securities discussed herein.

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EX-99.3

Marcellus Joint Venture with Reliance Industries

April 2010

Atlas Energy, Inc.

Exhibit 99.3

Disclaimer

1

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual

results to differ materially from those contained in the forward-looking statements.  Atlas Energy, Inc. cautions readers that any

forward-looking information is not a guarantee of future performance.  Such forward-looking statements include, but are not limited to,

statements about future financial and operating results, resource potential, the Company’s plans, objectives, expectations and

intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to

materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and

business conditions; changes in commodity price; changes in the costs and results of drilling operations; uncertainties about

estimates; the Company’s level of indebtedness; changes in government environmental policies and other environmental risks; the

availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks,

assumptions and uncertainties detailed from time to time in the Company’s reports filed with the U.S. Securities and Exchange

Commission (the “SEC”). Forward-looking statements speak only as of the date hereof, and the Company assumes no obligation to

update such statements, except as may be required by applicable law.

The SEC requires natural gas and oil companies, in filings made with the SEC, to disclose proved reserves, which are those quantities of

natural gas and oil that by analysis of geo-science and engineering data can be estimated with reasonable certainty to be economically

producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and

government regulations.  For filings reporting year-end 2009 reserves, the SEC permits the optional disclosure of probable and possible

reserves.  The Company has elected not to report probable and possible reserves in its filings with the SEC.  In this press release the

estimate of “incremental net recoverable reserves” describes the Company’s internal estimates of volumes of natural gas that are not

classified as proved reserves but are potentially recoverable through exploratory drilling or additional drilling or recovery techniques. 

This may be a broader description of potentially recoverable volumes than probable and possible reserves, as defined by SEC

regulations.  Estimates of unproved resources are by their nature more speculative than estimates of proved resources and,

accordingly, are subject to substantially greater risk of actually being realized by the Company.  The Company believes that its

estimates of unproved resources are reasonable, but such estimates have of reserves and resource potential; inability to obtain capital

needed for operations; the not been reviewed by independent engineers.  Estimates of unproven resources may change significantly as

development provides additional data and actual quantities that are ultimately recovered may differ substantially from prior estimates.

JV Transaction Overview

2

•

Atlas to sell 40% undivided working interest in

approximately 300,000 net Marcellus Shale acres to an

affiliate of Reliance Industries Limited (“Reliance”) for

$1.7 billion

(1)

–

$340 million in cash upfront

–

$1.36 billion drilling carry; Reliance to fund 75% of Atlas'

share of well costs until drilling carry has been fully

utilized

–

Drilling carry period of 5.5 years; extending to 7.5 yr

under certain conditions

–

Transaction expected to close before end of April 2010

•

Creation of an Area of Mutual Interest (AMI) for future

acreage acquisitions

–

Atlas will be sole leasing agent

•

Atlas will be operator of joint interests in AMI

–

Reliance has right in the future to operate certain project

areas

outside

of

Atlas’s

core

area

of

Greene,

Washington, Fayette and Westmoreland counties.

•

Reliance has a Right of First Offer (“ROFO”) to acquire

acreage from Atlas in certain counties

–

ROFO price is $8,000 per net acre on a present value

basis (using a discount rate of 10%)

(1)

Subject to normal pre and post closing purchase price adjustments

Overview of Marcellus Joint

Venture AMI

3

High quality existing acreage position in AMI

–

Approximately 300,000 net acres

–

Majority of acreage located in delineated, dry gas

window of southwestern Pennsylvania

Results suggest existing acreage in AMI has over

13 Tcfe

of potential reserves from Marcellus

Shale

–

Approx. 3,150 horizontal locations identified

–

Recent Atlas wells turned into line were assigned

EURs

averaging 5.6 Bcf

–

The Joint Venture expects to complete 45 horizontal

wells in 2010, over 100 wells in 2011 and ramping to

300 wells by 2013 and beyond

–

Atlas’

recent results indicate shallower than expected

decline rates

Laurel Mountain Midstream, LLC will provide

Joint Venture with mid-stream services

–

Ongoing build out of header system will ensure that

Joint Venture gas will get to market

(1)

Otsego

and

Delaware

County,

NY

are

not

displayed

on

this

map

but

included

in

the

ROFO

acreage.

(1)

Transaction Rationale

4

•

Enables

substantial

expansion

of

ATLS’

development

of

its

Marcellus

Shale

assets

–

Joint venture intends to drill over 1,000 horizontal Marcellus Shale wells in next 5 years

•

Upfront portion of consideration will de-lever balance sheet and increase liquidity

–

Pro forma net debt to EBITDA of 1.6x

–

Zero pro forma  revolver borrowings of with existing borrowing base of $575 million

•

Drilling carry will significantly reduce Atlas’s capital expenditures

–

Finding

and

development

costs

could

fall

to

$0.20/mcfe

or

lower,

after

taking

into

account

the Drilling Carry.

•

Tax efficient structure

•

Aligns Atlas with global partner focused on expansion in the Marcellus Shale

–

Reliance

is

a

Fortune

Global

500

company

fully

integrated

across

the

energy

value chain

–

Reliance has demonstrated track  record of excellence in large scale E&P development

–

Joint venture partners focused on additional acreage acquisitions and expanding operations

–

Reliance has right to operate certain project areas, which will create additional development

capability for the joint venture

–

Reliance Right of First Offer creates potential benchmark for value of > $2 billion for

remaining Marcellus acreage not included in AMI

5

A Global Enterprise Focused on

a Growing E&P Business

•

India’s Largest Private Sector Enterprise

–

3% of India’s GDP

–

Current market cap of $78.3 billion

–

LTM 12/31/2009 EBITDA of ~USD $5.8 billion

–

61% of FY2009 revenues generated outside of India

•

One of world’s leading natural gas producers

–

8.3 Tcfe of Proved Reserves (94% gas; 60% PDP)

–

Total daily production of approximately 3 Bcfe/d

–

Growth in E&P is focus of the company’s strategy

•

A world leader in crude refining and petrochemicals

–

Largest single refining complex in the world

–

Aggregate refining capacity of 1.24 million barrels per day

–

Largest polyester manufacturer in the world

–

Leading producer of polymers, chemicals and fiber intermediaries

Atlas poised to become a large scale

producer in the Marcellus Shale

6

Premier Land Position

People

Gathering System to Move Large Volumes

Take-Away Capacity to Premium Markets

Water Treatment and Reuse Capacity

Access to Equipment and Services

Capital to Fund Growth

The Reliance joint venture provides Atlas the capital necessary to develop the

Marcellus Shale on a large scale

ATLS Pro Forma Capitalization

and Liquidity

7

12/31/2009

Actual

Pro Forma

Cash

20.6

$               

150.6

$             

Revolver

184.0

-

10.750% Senior Notes

400.0

400.0

12.125% Senior Notes

200.0

200.0

Total Debt

784.0

$             

600.0

$             

Equity

1,703.5

1,703.5

Total Capitalization

2,487.5

$         

2,303.5

$         

Equity / Total Capitalization

68.5%

74.0%

Revolver Borrowing Base

575.0

575.0

Less: Drawn Portion of Revolver

(184.0)

-

Plus: Cash

20.6

150.6

Total Liquidity

411.6

$             

725.6

$             

LTM E&P EBITDA

279.3

$             

279.3

$             

Net Debt

763.4

449.4

Proved Reserves (Bcfe)

1,020.0

PDP reserves (Bcfe)

535.0

Net Debt / LTM E&P EBITDA

2.7x

1.6x

Net Debt / Proved reserves

0.75

$               

0.44

$               

Net Debt / PDP reserves

1.43

$               

0.84

$               

8

Reconciliation of Non-GAAP Measures

Full Year Ended

Full Year Ended

December 31,

December 31,

2009

2008

Reconciliation of net income to non-GAAP

measures

Net Income

(71,986)

(6,158)

Atlas Pipeline and Atlas Pipeline Holdings net

(income) loss

(1,417)

55,077

Depreciation, Depletion and Amortization

108,290

95,427

Asset Impairment

156,359

-

Interest Expense

64,866

56,191

Non-cash stock compensation expense

8,304

10,971

Income tax benefit

(49,069)

(5,021)

Income attributable to ATN non-controlling

interests

18,086

76,475

Non-recurring merger costs

8,113

-

Non-cash net loss on sale of assets

6,435

32

Adjustment to reflect cash impact of

derivatives

31,333

12,431

E&P Operations Adjusted EBITDA

279,314

295,425