Sample Business Contracts

Natural Gas Gathering Agreement - Atlas Pipeline Partners LP, Atlas Pipeline Operating Partnership LP, Atlas Resources Inc., Atlas Energy Group Inc., Atlas Noble Corp., Resource Energy Inc. and Viking Resources Corp.

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                         NATURAL GAS GATHERING AGREEMENT

         THIS NATURAL GAS GATHERING AGREEMENT is made as of the 1st day of
January 2002 among:

       ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership, and
   ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
               (hereinafter referred to collectively as Gatherer)

             ATLAS RESOURCES, INC., a Pennsylvania corporation, and
               ATLAS ENERGY GROUP, INC., an Ohio Corporation, and
              ATLAS NOBLE CORPORATION, a Delaware Corporation, and
                RESOURCE ENERGY INC., a Delaware Corporation, and
            VIKING RESOURCES CORPORATION, a Pennsylvania Corporation
               (hereinafter referred to collectively as Shipper).

         A. Gatherer owns a natural gas gathering system and related facilities
located in New York, Ohio and Pennsylvania, and operated as a private use
gathering system ("Gathering System").

         B. Shipper has recently entered into gas purchase agreements with
non-affiliated parties and has arranged for the connection of their production
to the Gathering System, said parties and production which are more particularly
described in Exhibit A (" Third Party Production Sources").

         C. Gatherer and Shipper desire to provide for the gathering and
redelivery of the gas produced from these Third Party Production Sources
("Shipper's Gas"), as more fully provided herein.

         NOW, THEREFORE, in consideration of the premises, and the mutual
covenants and agreements herein set forth, and intending to be legally bound,
the parties agree as follows:

                                   Article I.

         Unless otherwise defined herein, the following terms shall have the
following meanings:

         "Agreement" means this Natural Gas Gathering Agreement, as it may be
amended, modified or supplemented from time to time.

         "Day" means a period of time beginning at 7:00 a.m., Eastern Time, on
each calendar day and ending at 7:00 a.m., Eastern Time, on the next succeeding
calendar day.

         "Delivery Points" means those points of interconnect with various local
distribution companies, interstate pipelines, and end-users located on the
Gathering System where Shipper's Gas can be redelivered by Gatherer.


         "Force Majeure Event " means any act of God, strike, lockout, or other
industrial disturbance, act of a public enemy, sabotage, war (whether or not an
actual declaration is made thereof), blockade, insurrection, riot, epidemic,
landslide, lightning, earthquake, flood, storm, fire, washout, arrest and
restraint of rules and peoples, civil disturbance, explosion, breakage or
accident to machinery or line or pipe, hydrate obstruction of line or pipe, lack
of pipeline capacity, repair, maintenance, improvement, replacement, or
alteration to plant or line of pipe or related facility, failure or delay in
transportation, temporary failure of gas supply or markets, freezing of the well
or delivery facility, well blowout, cratering, partial or entire failure of the
gas well, the act of any court, agency or governmental authority, or any other
cause, whether of the kind enumerated or otherwise, not within the reasonable
control of the party claiming suspension.

         "General Partner" means Atlas Pipeline Partners GP, LLC, a Delaware
limited liability company.

         "Gross Sale Price " shall mean the price, per mcf, actually received by
Shipper for natural gas sold by it.

         "mcf" means one thousand (1,000) cubic feet of gas measured at a base
temperature of sixty degrees (60(degree)) Fahrenheit and at a pressure base of
fourteen and seventy-three one-hundredths (14.73) psla.

         "mmcf" means one million (1,000,000) cubic feet of gas measured at a
base temperature of sixty degrees (60(degree)) Fahrenheit and at a pressure base
of fourteen and seventy-three one-hundredths (14.73) psia.

         "Person " means an individual, corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association or
other entity.

         "psia" means pounds per square inch absolute.

         "psig" means pounds per square inch gauge.

         "Receipt Points" means the points on the Gathering System described in
Exhibit A where gas produced from the Third Party Production Sources is
delivered into the Gathering System.

         "Shipper's Field Fuel" means Shipper's allocated share of actual
Gathering System fuel requirements, shrinkage, and lost and unaccounted for gas.
Such allocations shall be based upon the proportion volume of natural gas that
Shipper's Gas bears to the aggregate gathered by Gatherer during the relevant

                                   Article 2.
                               GATHERING SERVICES

         2.1. Receipt of Gas. Subject to the terms, limitations, and conditions
of this Agreement, Shipper agrees to deliver to the Receipt Points on a
best-efforts basis, and Gatherer agrees to accept at the Receipt Points, on a
fully interruptible basis, all those volumes of gas made available to Shipper
from the Third Party Production Sources; provided, however, that Gatherer shall
only be obligated to accept on any Day for gathering hereunder that volume of
Shipper's Gas which Gatherer determines, in its sole discretion, it has
available capacity to receive.


         2.2. Redelivery of Gas. Gatherer will gather, compress, and redeliver,
on a an interruptible basis, to the Delivery Points, and Shipper will accept at
the Deliver Points, a quantity of gas equal, on an mcf basis, to the quantity of
Shipper's Gas received at the Receipt Points less Shipper's Field Fuel.

         2.3. Shipper Is Field Fuel. Shipper's Field Fuel will be calculated
monthly by Gatherer by allocating such quantities of actual Gathering System
fuel requirements, shrinkage, and lost and unaccounted for gas between all
shippers using the Gathering System. Gatherer may retain and use Shipper's Field
Fuel as fuel for compression and other operations on the Gathering System.

         2.4. Commingling Shipper Is Gas. Gatherer shall have the right to
commingle Shipper's Gas with other natural gas in the Gathering System. Gatherer
may extract, or permit to be extracted, from Shipper's Gas condensate to the
extent necessary to meet the quality requirements of the receiving pipeline at
the Delivery Points or for proper functioning of the Gathering System.

                                   Article 3.
                               TITLE AND LIABILITY

         3.1. Shipper's Gas. Except for Shipper's Field Fuel and products
removed in treating Shipper's Gas, title to Shipper's Gas shall remain with

         3.2. Adverse Claims. Shipper shall indemnify, hold harmless and defend
Gatherer, the General Partner and the officers, agents, employees and
contractors of Gatherer and the General Partner (each, an "Indemnified Person")
against any liability, loss or damage whatsoever, including costs and attorneys
fees (collectively, a "Loss"), suffered by an Indemnified Person, where such
Loss arises, directly or indirectly, out of any demand, claim, action, cause of
action or suit brought by any Person asserting ownership of or an interest in
Shipper's Gas.

         3.3. Possession and Control. As between the parties hereto, Gatherer
shall be deemed to be in control and possession of Shipper's Gas after Gatherer
receives Shipper's Gas at any Receipt Point and until Shipper's Gas is delivered
at any Delivery Point; provided, however, that Gatherer shall not, by any such
possession and control, be deemed to have title to Shipper's Gas it receives.
Shipper shall be deemed to be in control and possession of Shipper's Gas at all
other times.

         3.4. Indemnity. The party deemed to be in control and possession of
Shipper's Gas shall be responsible for and shall indemnify the other party with
respect to any Losses arising in connection with or related to Shipper's Gas
when it is in the indemnifying party's control and possession; provided, that no
party shall be responsible for any Losses arising from the other party's
negligence or breach of this agreement.

                                   Article 4.
                                DELIVERY PRESSURE

         4.1. Receipt Points. Shipper shall, on a best efforts basis, deliver
Shipper's Gas at a pressure sufficient to effect delivery into the Gathering
System at the Receipt Points, but not in excess of the maximum pressure
specified by Gatherer from time to time. Shipper shall not be required to
install compression to effectuate deliveries into the Gathering System.


         4.2. Compression. Gatherer shall maintain all existing compression
facilities, unless Shipper shall otherwise consent in writing, and shall install
such additional compression facilities as may be necessary or appropriate under
good industry practices and commercially reasonable.

         4.3. Wellhead Equipment. Shipper shall install or cause to be
installed, and shall operate and maintain, at its sole expense, all wellhead and
pressure regulating equipment necessary to prevent Shipper's delivery pressure
at the Receipt Point from exceeding the maximum pressure specified by Gatherer
from time to time.

         4.4. Inspection. Gatherer shall have the right at any time, but not the
obligation, to inspect Shipper's facilities at the Receipt Points, and Gatherer
may immediately cease accepting Shipper's Gas if the pressure in Shipper's
facilities exceeds the maximum pressure reasonably established by Gatherer from
time to time, or require Shipper to install equipment necessary to limit the
pressure to such maximum.
                                   Article 5.
                                   GAS QUALITY

         5.1. Minimum Specifications. Shipper's Gas delivered into the Gathering
System shall be commercially free from liquids of any kind, air, dust, gum, gum
forming constituents, harmful or noxious vapors, or other solid or liquid matter
which, in the sole judgment of Gatherer, may interfere with the merchantability
of Shipper's Gas or cause injury to or interfere with proper operation of the
lines, regulators, meters or other equipment of the Gathering System. Shipper's
Gas shall also conform to applicable quality specifications of the receiving
pipeline at each applicable Delivery Point.

         5.2. Suspension. Gatherer may, at its option, (i) refuse to accept
delivery of any Shipper's Gas not meeting the above-described quality
specifications, or (ii) accept delivery of all or any part of Shipper's Gas
(notwithstanding the deficiency in quality). Shipper shall be responsible for
all damages to the Gathering System, including costs of repair, due to its
failure to comply with such quality specifications.

                                   Article 6.
                             MEASUREMENT AND TESTING

         6.1. Measurement Equipment. Measurement of Shipper's Gas shall take
place at the Receipt. Points. Shipper will install, or cause to be installed,
at or near the Receipt Points, orifice meters or other measuring equipment
necessary in Gatherer's judgment to accurately measure the volumes of Shipper's
Gas being delivered into the Gathering System to the extent such meters or other
measuring equipment have not been installed as of the date of this Agreement.
Such measuring equipment shall be comparable to the measuring equipment of other
parties delivering gas into the Gathering System. Shipper shall be responsible
for, and bear the cost of, acquiring, installing, maintaining and operating such
measurement equipment.

         6.2. Chart Integration. Gatherer shall be responsible for reading the
meters at the Receipt Points. Gatherer shall furnish, install, remove, and
integrate all recording charts used in such meters in accordance with Gatherer's
standard practices.

         6.3. Delivery Points. The measurement of and tests for quality of
Shipper's Gas redelivered at the Delivery Points shall be governed by and
determined in accordance with the requirements of the receiving pipeline at each
Delivery Point.


         6.4. Unit of Volume. The unit of volume for purposes of measurement
shall be one (1) cubic foot of gas at a temperature base of sixty degrees (600)
Fahrenheit and at a pressure base of fourteen and seventy-three one-hundredths
(14.73) psia.

         6.5. Testing Procedures. Shipper shall follow the meter calibrations
schedule established by Gatherer for each meter on the Gathering System. Such
calibrations shall occur at least once every twelve (12) months but not more
frequently than once every six (6) months. No testing, calibration, or
adjustment of a meter or related equipment shall be performed without Gatherer
first being given five (5) days' notice thereof and having the opportunity to be

         6.6. Meter Inaccuracy. If, at any time, any meter is found to be out of
service or registering inaccurately in any percentage, it shall be adjusted at
once by Shipper to read accurately within the limits prescribed by the meter's
manufacturer. If such equipment is out of service or inaccurate by an amount
exceeding three percent (3%) of a reading corresponding to the average flow rate
for the period since the last test, the previous readings shall be corrected for
the period that the meter is known to be inaccurate, or, if not known, a period
of one-half(Y2) the elapsed time since the last test. The volume of Shipper's
Gas delivered during such period shall be estimated by Gatherer either (i) by
using the data recorded by any check measuring equipment if installed and
accurately registered, (ii) by correcting the error if the percentage of error
is ascertainable by calibration, test, or mechanical calculation or, if neither
such method is feasible, (iii) by estimating the quantity delivered based upon
deliveries under similar conditions during a period when the equipment
registered accurately. No volume correction shall be made for metering
inaccuracies of three percent (3%) or less.

         6.7. Meter Testing. If Gatherer requests to have any meter tested, then
Shipper shall have the meter tested in the presence of and to the satisfaction
of Gatherer. If the meter tested proves to be accurate within plus or minus
three percent (3%) at its normal operating range, then the cost of testing and
recalibrating the meter shall be borne by Gatherer. Shipper will schedule all
required tests within ten (10) days of a request by Gatherer. Shipper will
notify Gatherer at least five (5) working days prior to the test of the date,
time, and location of such test.

         6.8. Books and Records. Gatherer shall keep and maintain proper books
of account during the term of this Agreement and for a period of three (3) years
thereafter showing (a) the total volume of Shipper's Gas transported through the
Gathering System from the Receipt Points to the Delivery Points and (b) the
volume of gas allocated to each Receipt Point. Gatherer shall also preserve, or
cause to be preserved, for at least one (1) year all test data, charts, and
similar data pertaining to the measurement and testing of Shipper's Gas, unless
a longer period is prescribed by applicable regulations. Shipper shall have the
right during normal business hours, after reasonable notice to Gatherer, to
inspect Gatherer's books and records not older than three (3) years from the
date of request for inspection. Such inspections shall take place at Gatherer's
office. Any costs attributable to such audits or inspections shall be borne by


                                   Article 7.
                                 GATHERING FEES

         7.1. Consideration. As consideration for gathering Shipper's Gas,
Shipper shall pay to Gatherer those fees identified on Exhibit A for each of the
Third Party Production Sources.

                                   Article 8.
                               BILLING AND PAYMENT

         8.1. Statements and Payments. In connection with fees payable to
Gatherer under Article 7 of this Agreement, Gatherer shall prepare and submit to
Shipper each month a statement showing for the prior month (i) the volume of
Shipper's Gas received at the Receipt Points, (ii) Shipper's Field Fuel, and
(iii) the volume of Shipper's Gas delivered to the Delivery Points.

         Shipper shall provide Gatherer, within ninety (90) days after the end
of each month, a statement of the gathering fees due for such month. Shipper's
statement shall set forth (i) the volumes of Shipper's Gas for which payments
have been received, (ii) an itemization of the Gross Sale Price or Prices
received for Shipper's Gas, if appropriate; and (iii) a calculation of the
gathering fees for such Shipper's Gas.

         Shipper shall have the right to inspect Gatherer's books and records
relating to such Shipper's Gas for purposes of verifying the accuracy of
Gatherer's statement. Shipper shall advise Gatherer within 30 days of Shipper's
receipt of Gatherer's statement if Shipper believes Gatherer's statement to be
inaccurate in any respect. If Shipper does not so advise Gatherer, Gatherer's
statement shall be deemed to be correct.

         The gathering fee shall be due and payable upon Shipper's receipt of
Gatherer's statement and payment shall be made to Gatherer at the following

Atlas Pipeline Partners
311 Rouser Road, P.O. Box 611
Moon Township, Pennsylvania 15108
Attn: Transportation Revenue

         Each of Gatherer and Shipper shall preserve its records relating to any
statement delivered pursuant to this Section 8.1 for a period of at least three
(3) years after such statement is delivered.

         8.2. Payment Default. If Shipper fails to pay Gatherer in accordance
with Section 8.1, Gatherer may, at its option and without limiting any other
remedies, either, singularly or in combination, (i) terminate this Agreement
forthwith and without notice or (ii) suspend performance under this Agreement
until all indebtedness under this Agreement is paid in full.

         8.3. Overdue Payments. Any overdue balance shall accrue daily interest
charges at the rate equal to the lesser of (i) 15% per annum or (ii) the maximum
lawful rate of interest.

         8.4. Remittance of Revenues. If any revenues for sales of Shipper's Gas
are paid directly to Gatherer, Gatherer shall remit such revenues to Shipper
within fifteen (15) days; provided, however, that Gatherer may offset from any
such revenues any amounts as shall then be due and payable to Gatherer under
this Agreement.


         8.5. Gathering Fees Payable to Shipper. Shipper shall have sole and
exclusive responsibility for settling with all Persons having an interest in
Shipper's Gas and collecting gathering fees payable to Shipper with respect
thereto. Shipper's obligations hereunder shall be without regard to receipt or
collection by Shipper of any such fees.

                                   Article 9.

         9.1. Term. This Agreement shall become effective immediately and shall
remain in effect for so long as Shipper continues to purchase natural gas from
any Third Party Production Source identified in Exhibit A or until either
Shipper or Gatherer elects to terminate the same by ninety (90) advance written
notice or until this Agreement is otherwise terminated as provided herein.
Gatherer recognizes that Shipper's arrangements with the Third Party Production
Sources may be discontinued at any time and relieves Shipper of any obligation
to continue deliveries from any Third Party Source whose sales to Shipper have
been terminated.

         9.2. Uneconomic Operation. Notwithstanding anything contained herein to
the contrary, if at any time Gatherer determines, in its sole discretion, that
continued operation of all or any part of the Gathering System is not
economically justified, Gatherer may cease receiving Shipper's Gas from the
relevant part of the Gathering System and terminate this Agreement as to such
part of the Gathering System (the "Terminated System") by giving at least ninety
(90) days' notice to Shipper.

                                   Article 10.
                                  FORCE MAJEURE

         10.1. Non-Performance. No failure or delay in performance, whether in
whole or in part, by either Gatherer or Shipper shall be deemed to be a breach
hereof (other than the obligation to pay amounts when due under this Agreement)
when such failure or delay is occasioned by or due to a Force Majeure Event..

         10.2. Force Majeure Notice. The party affected by a Force Majeure Event
shall give notice to the other party as soon as reasonably possible of the Force
Majeure Event and the expected duration of the Force Majeure Event.

         10.3. Remedy of a Force Majeure Notice. The affected party will use all
reasonable efforts to remedy each Force Majeure Event and resume full
performance under this Agreement as soon as reasonably practicable, except that
the settlement of strikes, lockouts or other labor disputes shall be entirely
within the discretion of the affected party.


                                   Article 11.

         11.1 This Agreement and all operations hereunder shall be subject to
all valid laws, orders, directives, rules, and regulations of any governmental
body, agency, or official having jurisdiction in the premises, whether state or
federal. Notwithstanding any other provisions in this Agreement, in the event
the Federal Energy Regulatory Commission or other governmental authority imposes
a rule, regulation, order, law or statute which directly or indirectly
materially and adversely affects a party's ability to perform its obligations
under this Agreement, then the party so affected may terminate this Agreement as
to the wells or portions of the Gathering System affected thereby by giving ten
(10) days prior written notice to the other parties.

                                   Article 12.

         12.1 Shipper shall pay or cause to be paid all taxes and assessments
imposed on Shipper hereunder with respect to Shipper's Gas gathered hereunder
prior to and including its delivery to Gatherer. Shipper shall pay to Gatherer
all taxes, levies or charges which Gatherer may be required to collect from
Shipper by reason of all services performed for Shipper hereunder other than
taxes or assessments with respect to Gatherer's income, capital, properties,
franchises or similar matters relating solely to Gatherer's general business
activities or partnership or corporate existence or those of any of its
subsidiaries. Neither party shall be responsible or liable for any taxes or
other statutory charges levied or assessed against any of the facilities of the
other party used for the purposes of carrying out the provisions of this

                                   Article 13.

         13.1. Choice of Law,. Submission to Jurisdiction. This Agreement shall
be subject to and governed by the laws of the Commonwealth of Pennsylvania,
excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another state.
Each party hereby submits to the jurisdiction of the state and federal courts in
the Commonwealth of Pennsylvania and to venue, respectively, in Philadelphia,
Pennsylvania and the Eastern District of Pennsylvania.

         13.2. Notice. All notices or requests or consents provided for or
permitted to be given pursuant to this Agreement must be in writing and must be
given by depositing same in the United States mail, addressed to the party to be
notified, postpaid, and registered or certified with return receipt requested or
by delivering such notice in person or by telecopier to such party. Notice given
by personal delivery or mail shall be effective upon actual receipt. Notice
given by telecopier shall be effective upon actual receipt if received during
the recipient's normal business hours, or at the beginning of the recipient's
next business day after receipt if not received during the recipient's normal
business hours. All notices to be sent to a party pursuant to this Agreement
shall be sent to:

Gatherer:         Atlas Pipeline Partners
                  1845 Walnut Street
                  Philadelphia, PA 19103
                  Attention: Michael L. Staines, President
                  Telephone: (215) 546-5005
                  Facsimile: (215) 546-5388


Shipper:          Atlas America
                  311 Rouser Road P.0. Box 611
                  Moon Twp., PA 15108
                  Attention: John A. Ranieri, Director, Energy Sales
                  Telephone: (412) 262-2830 x126
                  Fax: (412) 262-3927

or at such other address as such party may stipulate to the other parties in the
manner provided in this Section.

         13.3. Entire Agreement. This Agreement constitutes the entire agreement
of the parties relating to the matters contained herein, superseding the
provisions of all other contracts or agreements, whether oral or written, that
are in conflict with the provisions hereof.

         13.4 Effect of Waiver or Consent. No waiver or consent, express or
implied, by any party to or of any breach or default by any party in the
performance by such party of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a party to complain of any act of any Person
or to declare any Person in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder
until the applicable statute of limitations period has run.

         13.5. Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties

         13.6. Assignment. No party shall have the right to assign its rights or
obligations under this Agreement without the consent of the other parties

         13.7. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument.

         13.8. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the- economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

         13.9. Further Assurances. In connection with this Agreement and all
transactions contemplated by this Agreement, each signatory party hereto agrees
to execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
all such transactions.


         13.10 Third Party Beneficiaries. The provisions of this Agreement are
enforceable solely by the parties to it, and no other Person shall have the
right, separate and apart from Gatherer, to enforce any provision of this
Agreement or to compel any party to this Agreement to comply with its terms.

         13.11. Headings. The headings throughout this Agreement are inserted
for reference purposes only, and are not to be construed or taken into account
in interpreting the terms and provisions of any Article, nor to be deemed in any
way to qualify, modify or explain the effects of any such term or provision.


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

Shipper:                              Gatherer:

                                      PARTNERSHIP, L.P.

By: /s/  Jeffrey C. Simmons
   -------------------------       By: Atlas Pipeline Partners GP, LLC,
Name: Jeffrey C. Simmons
Its:  Executive VP Operations         By: /s/ Michael L. Staines
                                      Name: Michael L. Staines
                                      Its: Chief Operating Officer and Secretary


                                      By: Atlas Pipeline Partners GP, LLC,
                                      Its general partner

By: /s/  Jeffrey C. Simmons        By:  /s/ Michael L. Staines
    -------------------------         ------------------------------------------
Name: Jeffrey C. Simmons              Name: Michael L. Staines
Its: VP Operations                    Its: Chief Operating Officer and Secretary


By: /s/  Jeffrey C. Simmons
Name: Jeffrey C. Simmons
Its: Executive VP


By: /s/  Jeffrey C. Simmons
Name: Jeffrey C. Simmons
Its: Executive VP


By: /s/  Jeffrey C. Simmons
Name: Jeffrey C. Simmons
Its: VP Production


                                                              EXHIBIT A
                                                   THIRD PARTY PRODUCTION SOURCES

                                  Attached to and made part of the Natural Gas Gathering Agreement
                                    dated January 1, 2002 among ATLAS PIPELINE PARTNERS, L.P. AND
                                             ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
                                                     (collectively as Gatherer),
                                       RESOURCE ENERGY INC., and VIKING RESOURCES CORPORATION
                                                      (collectively as Shipper)

         PURCHASER                             SELLER                                     WELLS
    Atlas Energy Group, Inc.            AnnaRock Petroleum LLC            Britt #1 and #2, Powel #2, Carr #1 and #2,
                                                                         Hamett #1, Draa-Wolford #1, GSA #1,2 and 3,
                                                                          Hunkus Units #1 and #2, Logan #4, Mack #1,
                                                                                  Swartz-Thurber Unit #1
                                                                              IBM Well #6330, Luttner #1 and #2
                                                                                      Belknap #1 and #4
      Resource Energy, Inc.               Bands Company, Inc.                        Terleski #1 and #2
 Viking Resources Corporation        Belden & Blake Corporation              Vrankovich Unit #1, Patrick Unit #1,
 Viking Resources Corporation                Belknap                      Reiter Unit #1, Coombs Unit #1, Wooten #1
   Atlas Energy Group, Inc.           Cedar Valley Energy, Inc.                       Dubyak lfft Wells
   Atlas Energy Group, Inc.                 D & L Energy                       Aten, Holy Cross Orthodox Wells
                                                                                        Ken Green Well
   Atlas Energy Group, Inc.                 D & L Energy                             Schondel #1 and #2
    Atlas Resources, Inc.                   D & L Energy                                 Vincent #1
    Atlas Resources, Inc.                   Daniel Heath                           Jerry Moore Inc. #5826
Viking Resources Corporation     David A. Waldron & Associates, Inc.                     Carutis #1
   Resource Energy, Inc.             Dorfman Production Company            Daw Mitchell Unit #1, Harlan #1 and #2,
Viking Resources Corporation              Jerry Moore, Inc.                       Mitchell #1, Otto Unit #2
   Atlas America, Inc.                        Nomew, Inc.                                  Basham #3
 Atlas Noble Corporation                     Petrox, Inc.                                  Larrick #2

   Resource Energy Inc.                   S & S Energy Corp.
 Atlas Noble Corporation             Sound Energy Company, Inc.

                                                         [RESTUBBED TABLE]

             TOWNSHIP, COUNTY                                     RATE

Vernon and Gustavus Twps., Trumball Co., OH                     $.25 per Mcf

                                                      10% weighted average sales price
            Fayette Co., PA                                    $.22 per Mcf
                                                      10% weighted average sales price
  Champion and Warren Twps., Trumball Co., OH         10% weighted average sales price

       Brookfield Twp., Trumball Co., OH                       $.20 per Mcf
         Hubbard Twp., Trumball Co., OH                        $.20 per Mcf
Springfield and Hermitage Twps., Mercer Co., PA                $.29 per Mcf
     Barkeyville Borough, Venango Twp., PA            16% weighted average sales price
         Osnaburg Twp., Stark Co., OH                 10% weighted average sales price
       Hanover Twp., Columbiana Co., OH               10% weighted average sales price
         Atwater Twp., Portage Co., OH                10% weighted average sales price
     Town of Sherman, Chatauqua Co., NY               10% weighted average sales price
    Blue Rock Twp., Muskingham Co., OH                10% weighted average sales price

            Perry Twp. Lake Co., OH                   10% weighted average sales price
          Buffalo Twp., Noble Co., OH                 10% weighted average sales price