EXHIBIT 10.5 ———— OMNIBUS AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATION, AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., AND ATLAS PIPELINE PARTNERS, L.P. OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT is made as of February 2, 2000 among ATLASAMERICA, INC., a Delaware corporation (“Atlas America”), RESOURCE ENERGY, INC.,a Delaware corporation (“Resource Energy”), and VIKING RESOURCES CORPORATION, aPennsylvania corporation (collectively with Atlas America and Resource Energy,the “Resource Entities”), and ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., aDelaware limited partnership, and ATLAS PIPELINE PARTNERS, L.P., a Delawarelimited partnership (collectively, the “MLP”). R E C I T A L S: A. The MLP has acquired from the Resource Entities and their Affiliates(as such term in hereafter defined) natural gas gathering systems and relatedfacilities consisting of approximately 888 miles of intrastate pipelines locatedin New York, Ohio and Pennsylvania. B. The Resource Entities have sponsored in the past, and intend tosponsor in the future, oil and gas drilling programs in areas served by theMLP’s gathering systems. In connection with the transfer of the gatheringsystems to the MLP, the Resource Entities have undertaken to enter intoarrangements with the MLP regarding adding wells to the MLP gathering system(Article 2), providing consultation services to the MLP in the construction ofadditions or extensions to the gathering systems (Article 3), providing certainfunds to the MLP for construction (Article 4) and disposing of their ownershipinterests in the general partners of investment programs and of the MLP (Article5). NOW, THEREFORE, in consideration of the premises and the covenants,conditions, and agreements contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, theparties, intending to be legally bound hereby, agree as follows: ARTICLE 1. DEFINITIONS Unless otherwise defined in this Agreement, the following terms shallhave the following meanings: “Affiliate” means, with respect to any Person, any other Person that,directly or indirectly, through one or more intermediaries, controls, iscontrolled by or is under common control with the Person in question. As usedherein, the term “control” means (i) direct or indirect beneficial ownership of50% or more of the voting securities or voting interest of a Person or, in thecase of a limited partnership, of 50% or more of the general partnershipinterest, either directly or through an entity which the Person controls or (ii)the possession of the power to direct the management of a Person, whetherthrough contract or otherwise. For the purposes of this Agreement, eachInvestment Program shall be deemed to be an Affiliate of the appropriateResource Entity. “Agreement” means this Omnibus Agreement, as it may be amended,modified or supplemented from time to time. “Applicable Period” means the period commencing on the date hereof andending on the date on which the General Partner ceases to be the General Partnerof the MLP. “Common Units” means common units of limited partnership interest ofAtlas Pipeline Partners, L.P. “Connectable Well” means a Resource Entity Well that is drilled within2,500 feet of the Gathering System, such distance to be measured from theoutside edge of the wellhead of the Resource Entity Well to the nearest point ofintersection with the Gathering System. “Flow Line” means small diameter (two inches or less) sales or flowline from a wellhead, or such other type of line as may connect a well to agathering system in accordance with standard industry practice. “Gathering System” means the natural gas pipelines and relatedfacilities now owned or hereafter acquired by the MLP. “General Partner” means Atlas Pipeline Partners GP, LLC, a Delawarelimited liability company. “Identified Third Party Gathering System” has the meaning set forth inSection 2.5. “Investment Program” means a Person for whom a Resource Entity or asubsidiary of a Resource Entity acts as a general partner, managing partner ormanager (each, a “Manager”) and the securities of which have been offered andsold to investors. “Master Natural Gas Gathering Agreement” means the Master Natural GasGathering Agreement among the Resource Entities and the MLP of even dateherewith. “Other Delivery Point” means a delivery point other than the GatheringSystem. “Partnership Agreement” means the First Amended and Restated Agreementof Limited Partnership of Atlas Pipeline Partners, L.P. of even date herewith. “Person” means an individual, corporation, limited liability company,partnership, joint venture, trust, unincorporated organization, association orother entity. “Resource Entity Well” means any natural gas well both drilled andoperated by a Resource Entity for itself or for an Affiliate. “Third Party Gathering System” means a natural gas gathering systemowned by a Person other than the MLP or a subsidiary of the MLP. “Transfer” means a sale of all or substantially all of the assets of aPerson, the disposition of more than 50% of the capital stock (or partnership ormembership interests) of a Person or a merger or consolidation that results in aResource Entity’s owning, directly or indirectly, less than 50% of a Person’scapital stock (or partnership or membership interests), but shall excludetransfers or pledges of assets or capital stock (or partnership or membershipinterests) of a Person to a financial institution or other lender in connectionwith a secured funding arrangement. 2 ARTICLE 2. CONNECTIONS TO RESOURCE ENTITY WELLS 2.1. Construction of Flow Lines from Connectable Wells. The ResourceEntities jointly and severally agree that, at their sole cost and expense, theywill construct up to 2,500 feet of Flow Line from any Connectable Well to theGathering System. Such Flow Lines shall be the property of the owner of therelevant Resource Entity Well. 2.2. Drilling New Wells. On or before December 31, 2002, the ResourceEntities agree to drill, on behalf of themselves or their Affiliates, in theaggregate at least 225 Connectable Wells, which number shall include thoseConnectable Wells drilled by any Investment Program during 1999. 2.3. Construction of Flow Lines from Other Resource Entity Wells. 2.3.1. Resource Entities’ Right to Require Extension of theGathering System. With respect to Resource Entity Wells other than ConnectableWells, if a Resource Entity constructs a Flow Line from any such Resource EntityWell to within 1,000 feet of the Gathering System (such distance to be measuredfrom the end of the related Flow Line from the Resource Entity Well to thenearest point of intersection with the Gathering System), the Resource Entitiesshall be entitled to require the MLP, at the MLP’s sole cost and expense, toextend the Gathering System to meet such Flow Line. The Resource Entities shallgive the MLP written notice of the intent to drill a Resource Entity Wellsubject to this Section. Within 30 days of the date of the Resource Entities’notice, the MLP shall advise the Resource Entities whether it wishes to exerciseits rights under this Section. If the MLP exercises its rights under thisSection, the Resource Entities shall complete construction of the GatheringSystem extension within 60 days after the date designated by the ResourceEntities as the date the Resource Entity Well will be completed as a producingnatural gas well. 2.3.2. MLP’s Right to Extend the Gathering System. Withrespect to Resource Entity Wells other than Connectable Wells and thosedescribed in Section 2.3.1, the MLP shall have the right, at its sole cost andexpense, to extend the Gathering System to within 2,500 feet of any ResourceEntity Well and to require the Resource Entities to construct, at the ResourceEntities’ sole cost and expense, up to 2,500 feet of Flow Line from the ResourceEntity Well to the Gathering System extension (such distance to be measured fromthe end of the Flow Line from the Resource Entity Well to the nearest point ofintersection with the Gathering System). The Resource Entities shall give theMLP written notice of the intent to drill a Resource Entity Well subject to thisSection. Within 30 days of the date of the Resource Entities’ notice, the MLPshall advise the Resource Entities in writing whether the MLP wishes to exerciseits rights under this Section. If the MLP exercises its rights under thisSection, it shall complete construction of the Gathering System extension within60 days after the date designated by the Resource Entities as the date theResource Entity Well will be completed as a producing natural gas well. 3 2.3.3. Connections with Other Delivery Points and Third PartyGathering Systems. In the event the MLP does not exercise its rights underSection 2.3.2, the Resource Entities may: (i) connect the Resource Entity Well to an OtherDelivery Point, in which event the MLP shall be entitled to assume the costs ofconstructing the connecting Flow Line. If the MLP elects to assume such costs,it shall pay such costs to the Resource Entities within 30 days of receipt ofResource Entities’ invoice therefor and the Flow Line shall be the property ofthe MLP and part of the Gathering System; or (ii) connect the Resource Entity Well to a ThirdParty Gathering System, in which event the MLP shall be entitled to assume thecosts of constructing the connecting Flow Line. If the MLP elects to assume suchcosts, it shall pay such costs to the Resource Entities within 30 days ofreceipt of the invoice therefor and the Flow Line shall be the property of theMLP and part of the Gathering System. In addition, the Resource Entities shallpay to the MLP fees as required under Section 7.4 of the Master Natural GasGathering Agreement. 2.4. Well Connections. All well connections to Resource Entity Wellsshall be at the direction of and in accordance with instructions andrequirements of the MLP consistent with other wells connected to the GatheringSystem. Any such well shall be required to adhere to all of the operating,safety, pressure, and measurement provisions contained in the Master Natural GasGathering Agreement. 2.5. Consulting Services in Connection with Acquisitions. The ResourceEntities agree to assist the MLP in seeking to identify for possible acquisitionThird Party Gathering Systems and to provide consulting services to MLP inevaluating and acquiring any such identified gathering system. Further, theResource Entities agree to give the MLP written notice of the identification byany of them of any Third Party Gathering System for possible acquisition by suchResource Entity or any Affiliate (each, an “Identified Third Party GatheringSystem”). Such notice shall identify the gathering system and its seller and theproposed sales price of the Identified Third Party Gathering System, and shallinclude all written information about the Identified Third Party GatheringSystem provided to the Resource Entities by or on behalf of the seller as wellas any information or analyses compiled by the Resource Entities from othersources. Within 30 days of the date of the Resource Entities’ notice, the MLPshall advise the Resource Entities in writing whether MLP wishes to acquire theIdentified Third Party Gathering System. If the MLP advises the ResourceEntities of its intent to acquire the Identified Third Party Gathering System,the Resource Entities shall refrain from making an offer for the IdentifiedThird Party Gathering System except as permitted hereunder. If the MLP (i)advises the Resource Entities that it does not intend to acquire the IdentifiedThird Party Gathering System, (ii) advises the Resource Entities of its intentto acquire the Identified Third Party Gathering System but does not complete theacquisition within 60 days of the MLP’s notice of its intent to the ResourceEntities or (iii) fails to timely advise the Resource Entities of its intent,any of the Resource Entities shall be free to acquire the Identified Third PartyGathering System. 4 ARTICLE 3. CONSTRUCTION MANAGEMENT SERVICES 3.1. Services to be Provided. In the event the MLP expands theGathering System or constructs a new addition to the Gathering System, whetherpursuant to Article 2 or otherwise, the Resource Entities agree to provide tothe MLP construction management services in connection with any such expansionas requested by the MLP. In providing construction management serviceshereunder, the Resource Entities shall provide the services of a generalcontractor with respect to the applicable construction project. 3.2. Construction Contract. For each such construction project, the MLPand the relevant Resource Entity shall enter into a construction contract basedsubstantially on the most current versions of AIA Document A111 (Standard Formof Agreement Between Owner and Contractor) and AIA Document A201 (GeneralConditions of the Contract for Construction), provided that the basis of paymentshall be the cost of the work (including an allocable portion of the ResourceEntity’s employee salaries and benefits) and the MLP shall not be required toemploy an architect. The Resource Entities shall not be entitled to any othercompensation for the performance of construction management services hereunder. ARTICLE 4. STAND-BY FINANCING COMMITMENT 4.1. Financing Commitment. For the period commencing on the date hereofand ending on the fifth anniversary hereof, Atlas America and Resource Energyagree to provide to the MLP funding of up to an aggregate of One Million FiveHundred Thousand Dollars ($1,500,000) per annum to finance the cost of expandingthe Gathering System or constructing new additions to the Gathering System.Atlas America and Resource Energy, jointly and severally, commit to provide suchfunding, upon the MLP’s written request therefor, by purchasing Common Units ata price equal to the arithmetic average of the closing prices of the CommonUnits on the American Stock Exchange, or, if the American Stock Exchange is notthe principal trading market for such security, on the principal trading marketfor such security, for the twenty consecutive trading days ending on the tradingday prior to the purchase, or, if the fair market value of the Common Unitscannot be calculated for such period on any of the foregoing bases, the averagefair market value during such period as reasonably determined in good faith bythe members of the managing board of the General Partner. 4.2. Procedures. The MLP shall give Atlas America and Resource Energywritten notice of its intent to exercise its rights under Section 4.1.Thereafter, Common Units shall be issued to the appropriate Resource Entity,against delivery of the purchase price therefor in immediately available funds,within five business days of the date of each construction invoice issued by theResource Entity to the MLP pursuant to Article 3. Each Common Unit so issuedshall, upon receipt of payment therefor and issuance, be duly authorized,validly issued and fully paid. 4.3. Prohibited Uses. The MLP agrees to use the funds it obtainspursuant to this Article 4 for the purposes of financing initial constructioncosts only and further agrees that it will not request or use such funds for anyother purpose, including capital improvements or maintenance to existingpipeline. 5 ARTICLE 5. THE GENERAL PARTNER 5.1. New Investment Programs. Until the earlier of the expiration ofthe Applicable Period or the closing of the Transfers described in the firstsentence of Section 5.2, the Resource Entities agree that they shall cause aManager of one of the Investment Programs currently existing to be designated asthe Manager for Investment Programs organized after the date hereof and that thewells of Investment Programs organized after the date hereof shall be deemed tobe Future Investment Program Well Interests for the purposes of the MasterNatural Gas Gathering Agreement. 5.2. Disposition of Interest in the General Partner. The ResourceEntities agree that they will not Transfer to any Person their ownershipinterest in the General Partner unless they simultaneously (i) Transfer to thesame Person their ownership interest in the Manager of each of the InvestmentPrograms and (ii) cause their Affiliates having an ownership interest in theGeneral Partner or any Manager of an Investment Program to Transfer suchinterest to the same Person. The provisions of this Section shall not apply to aTransfer to a wholly- or majority-owned direct or indirect subsidiary or parentof any of the Resource Entities so long as the Resource Entities’ or theirparent continue to control the relevant general partner. ARTICLE 6. TERMINATION This Agreement shall terminate, and no party shall have any furtherobligation hereunder, in the event that the General Partner is removed asgeneral partner of the MLP pursuant to Section 11.2 of the Partnership Agreementunder circumstances where cause (as such term is defined in Section 1.1 of thePartnership Agreement) for such removal does not exist and the General Partnerdoes not consent to that removal. ARTICLE 7. MISCELLANEOUS 7.1. Choice of Law; Submission to Jurisdiction. This Agreement shall besubject to and governed by the laws of the Commonwealth of Pennsylvania,excluding any conflicts-of-law rule or principle that might refer theconstruction or interpretation of this Agreement to the laws of another state.Each party hereby submits to the jurisdiction of the state and federal courts inthe Commonwealth of Pennsylvania and to venue in, respectively, Philadelphia,Pennsylvania and the Eastern District of Pennsylvania. 7.2. Notice. All notices or requests or consents provided for orpermitted to be given pursuant to this Agreement must be in writing and must begiven by depositing same in the United States mail, addressed to the party to benotified, postpaid, and registered or certified with return receipt requested orby delivering such notice in person or by telecopier to such party. Notice givenby personal delivery or mail shall be effective upon actual receipt. Noticegiven by telecopier shall be effective upon actual receipt if received duringthe recipient’s normal business hours, or at the beginning of the recipient’snext business day after receipt if not received during the recipient?s normalbusiness hours. All notices to be sent to a party pursuant to this Agreementshall be sent to 311 Rouser Road, P.O. Box 611, Moon Township, PA 15108,Facsimile: (412) 262-2820, Attention: Tony C. Banks or at such other address assuch party may stipulate to the other parties in the manner provided in thisSection. 7.3. Entire Agreement. This Agreement constitutes the entire agreementof the parties relating to the matters contained herein, superseding all othercontracts or agreements, whether oral or written, that are in conflict with theprovisions hereof. 6 7.4. Effect of Waiver or Consent. No waiver or consent, express orimplied, by any party to or of any breach or default by any party in theperformance by such party of its obligations hereunder shall be deemed orconstrued to be a consent or waiver to or of any other breach or default in theperformance by such Person of the same or any other obligations of such Personhereunder. Failure on the part of a party to complain of any act of any Personor to declare any Person in default, irrespective of how long such failurecontinues, shall not constitute a waiver by such party of its rights hereunderuntil the applicable statute of limitations period has run. 7.5. Amendment or Modification. This Agreement may be amended ormodified from time to time only by the written agreement of all the partieshereto; provided, however, that the MLP may not, without the prior approval ofthe conflicts committee of the General Partner, agree to any amendment ormodification of this Agreement that, in the reasonable discretion of the GeneralPartner, will adversely affect the Common Unit holders. 7.6. Assignment. No party shall have the right to assign its rights orobligations under this Agreement without the consent of the other partieshereto. 7.7. Counterparts. This Agreement may be executed in any number ofcounterparts with the same effect as if all signatory parties had signed thesame document. All counterparts shall be construed together and shall constituteone and the same instrument. 7.8. Severability. If any provision of this Agreement or theapplication thereof to any Person or circumstance is determined by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the remainingprovisions hereof, or the application of such provision to Persons orcircumstances other than those as to which it has been held invalid orunenforceable, shall remain in full force and effect and shall in no way beaffected, impaired or invalidated thereby, so long as the economic or legalsubstance of the transactions contemplated hereby is not affected in any mannermaterially adverse to any party. Upon such determination, the parties shallnegotiate in good faith in an effort to agree upon a suitable and equitablesubstitute provision to effect the original intent of the parties. 7.9. Further Assurances. In connection with this Agreement and alltransactions contemplated by this Agreement, each signatory party hereto agreesto execute and deliver such additional documents and instruments and to performsuch additional acts as may be necessary or appropriate to effectuate, carry outand perform all of the terms, provisions and conditions of this Agreement andall such transactions. 7.10. Third Party Beneficiaries. The provisions of this Agreement areenforceable solely by the parties to it, and no Common Unit holder or itsassignee or any other Person shall have the right, separate and apart from theMLP, to enforce any provision of this Agreement or to compel any party to thisAgreement to comply with its terms. 7.11. Headings. The headings throughout this Agreement are inserted forreference purposes only, and are not to be construed or taken into account ininterpreting the terms and provisions of any Article, nor to be deemed in anyway to qualify, modify or explain the effects of any such term or provision. 7 IN WITNESS WHEREOF, the parties have executed this Agreement on, andeffective as of, the date first written above. THE MLP: ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. By: Atlas Pipeline Partners GP, LLC Its general partner By: ————————————– Name: ————————————– Its: ————————————– ATLAS PIPELINE PARTNERS, L.P. By: Atlas Pipeline Partners GP, LLC Its general partner By: ————————————– Name: ————————————– Its: ————————————– THE RESOURCE ENTITIES: ATLAS AMERICA, INC. By: ————————————– Name: ————————————– Its: ————————————– RESOURCE ENERGY, INC. By: ————————————– Name: ————————————– Its: ————————————– VIKING RESOURCES CORPORATION By: ————————————– Name: ————————————– Its: ————————————–