Exhibit 10.9 ———— GUARANTY AS OF DECEMBER 7, 2004 BETWEEN FIRSTENERGY CORP. AND ATLAS RESOURCES, INC.[GRAPHIC OMITTED] 76 South Main St. Akron, Ohio 44308- ——————————————————————————- 1-800-533-4758 Guaranty dated as of December 7, 2004 by and between FirstEnergy Corp., anOhio corporation, with its principal place of business at 76 South MainStreet, Akron, OH 44308 (“Guarantor”) and Atlas Resources Inc., a Pennsylvaniacorporation, with its principal place of business at 311 Rousar Rd.,Coranpolls, PA 15108 (“Seller”). Seller, together with its affiliates AtlasEnergy Group, Inc., an Ohio Corporation, Resource Energy, Inc., a Delawarecorporation, and Viking Resources Corporation, an Ohio Corporation, enteredinto a Gas Purchase Agreement for the purchase and sale of natural gas (“SalesAgreement”) to FirstEnergy Solutions Corp., (“Customer”), a subsidiary of theGuarantor. In consideration thereof, and as an inducement for the extension of creditby the Seller to the Customer, the Guarantor hereby absolutely andunconditionally guarantees to the Seller, its permitted successors and assignspursuant to this letter (this “Guaranty”), the prompt payment (within three(3) business days of demand by the Seller) of any and all amounts that are ormay hereafter become due and payable (taking into account all applicable graceperiods) from the Customer to the Seller by reason of the Sales Agreement (the”Obligations”), to fully perform the Sales Agreement, as well as anyindebtedness under the Sales Agreement (regardless of whether suchindebtedness be in the form of book accounts, promissory notes, tradeacceptances, checks, drafts, or other evidence of indebtedness, together withlate fees, service charges or liquidated damages (but only if, and to theextent, provided for in the Sales Agreement) and Interest at the ratespecified therein). This Guaranty shall be a guaranty of payment, and not ofcollection, and the Seller shall not be required to take any proceedings orexhaust its remedies against the Customer prior to the exercise of its rightsand remedies against the Guarantor, as guarantor. The Guarantor hereby agrees to reimburse the Seller for all sums paid to itby the Customer under the Sales Agreement, which must subsequently be returnedby the Seller to the Customer as a preference or fraudulent transfer under theFederal Bankruptcy Code, any applicable state law and for any other reason. Notwithstanding anything else in this Guaranty to the contrary, theobligation and liability of Guarantor hereunder shall not (i) be effective orenforceable with respect to any Obligation, liability or claim relating in anyway to consequential, indirect, punitive or exemplary damages of any kindwhatsoever, whether owing by Company or otherwise, and (ii) exceed FifteenMillion Dollars ($15,000,000) in the aggregate. This Guaranty is a continuingguaranty and shall remain in full force and effect until at least March 31,2007, and shall continue on a monthly basis thereafter, unless terminated byeither party with thirty (30) days written notice to the other party. If the Guarantor shall be adjudicated bankrupt under the Federal BankruptcyLaws, or if any petition for any relief under any of such laws shall be filedby or against the Guarantor, or if the Guarantor shall make an assignment forthe benefit of creditors or shall apply for a receiver for all or any part ofits property, or if the Guarantor shall become insolvent or unable to pay itsdebts as they mature, then and in any such event all of the Obligations shallforthwith become and be immediately due and payable by the Guarantor. Notice of demand by the Seller shall be sent by either certified mail,return receipt requested, or hand delivery, to the respective addressesspecified above, with notices to the Guarantor sent to the attention of theCredit Manager and notices to the Seller sent to the attention of both JohnRanieri and Nancy McGurk, and shall be deemed to be received on the day thatsuch writing is delivered to the intended recipient thereof. 1 The Guarantor hereby acknowledges that any modification of the SalesAgreement shall not affect the liability of the Guarantor with respect hereto.Except as provided above with respect to the requirement of notice from theSeller to the Guarantor of a payment demand, the Guarantor hereby waives, tothe extent permitted by law, the requirements of the giving of any notice,including, but not limited to, (a) notice of the acceptance of this Guarantyby the Seller; (b) notice of the entry into the Sales Agreements between theCustomer and the Seller and of any modifications thereto; (c) notice of anyextension of time for the payment of any sums due and payable to the Sellerunder the Sales Agreement; (d) with respect to any notes or evidence ofindebtedness received by the Seller from the Customer, notice of presentment,notice of adverse facts, protest or notice of protest; and (e) notice of anydefaults by or disputes with the Customer. This Guaranty shall not be affected by the taking of any checks, notes orother obligations, secured or unsecured, in any amount, purportedly in paymentof the whole or any part of any Obligations or by reason of any extension oftime given to, or any indulgences shown to, the Customer by the Seller, or bythe making, execution and delivery of any oral or written agreement oragreements affecting said Obligations. The Guarantor’s liability hereundershall not be impaired or discharged by reason of any reorganization,insolvency, bankruptcy or similar proceeding (whether voluntary orinvoluntary) modifying the Seller’s rights and remedies against the Customerwith regard to any Obligation or liability of the Customer to the Seller underthe Sales Agreement. The Guarantor also waives diligence, presentment, protest to or uponCustomer with respect to the Obligations. This Guaranty shall be construed asa continuing, absolute and unconditional guarantee of payment without regardto (a) the validity, regularity or enforceability of the Sales Agreement, anyof the Obligations or any other collateral security therefor or guarantee aright of offset with respect thereto at any time or from time to time bySeller, (b) until Seller shall have been paid in full, any right by Guarantorto subrogation of indemnification, or (c) any other circumstance whatsoever(with or without notice to or knowledge of the Seller or Guarantor) whichconstitutes, or might be construed to constitute, an equitable or legaldischarge of the Customer for the Obligations, or of Guarantor under thisGuaranty, in bankruptcy or in any other instance. When pursuing its rights andremedies hereunder against Guarantor, the Seller may, but shall be under noobligation to, pursue such rights and remedies as it may have against Customeror any other party or against any collateral security or guarantee for theObligations or any right to offset with respect thereto, and any failure bySeller to pursue such other rights or remedies or to collect any payments fromthe Customer or any such other party or to realize upon any such collateralsecurity or guarantee or to exercise any such right of offset, or any releaseof Customer or any such other party or of any such collateral security,guarantee or right of offset, shall not relieve Guarantor of any liabilityhereunder, and shall not impair or affect the rights and remedies, whetherexpress, implied or available as a matter of law, of Seller against Guarantor. Notwithstanding anything else in this Guaranty to the contrary, Guarantorshall be permitted and entitled to raise all defenses to payment hereunderthat are available to Company, other than those defenses available to theCompany solely as a result of bankruptcy, insolvency, reorganization and othersimilar proceedings. This Guaranty shall bind the Guarantor for any and all of the Customer’spurchases of natural gas from the Seller, or the Seller’s productionaffiliates, Resource Energy, Inc., Viking Resources Corporation, and AtlasEnergy Group, Inc. This Guaranty shall remain in full force and effect and be binding inaccordance with and to the extent of its terms upon Guarantor and itssuccessors and assigns thereof, and shall inure to the benefits of the Seller,and its respective successors, transferees, affiliates and assigns, until allObligations and the obligations of Guarantor under this Guaranty shall beensatisfied by payment in full. The Guarantor represents and warrants, as the date hereof, that this Guarantyhas been duly authorized, executed and delivered by the Guarantor. 2 This Guaranty shall not be assigned or modified without the written consentof each of the Guarantor and the Seller and shall not be affected by anychange in the relationship between Guarantor and the Customer. This Guarantyshall not be relied upon, or enforced, by any person other than the Guarantor,the Customer, and the Seller. This Guaranty shall be governed by and construed in accordance with the lawsof the State of Ohio, without regard to the conflict of law rules thereof. TheGuarantor and the Seller, by accepting this Guaranty, submit to the non-exclusive jurisdiction of the Courts of the State of Ohio and the UnitedStates District Court of Northern District of Ohio. This Guaranty revokes any prior guaranty issued by the Guarantor to theSeller for the obligations of the customer. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed byits duly authorized officer as of the date first above written. FIRSTENERGY CORP. /s/ Thomas C. Navin ——————- Thomas C. Navin Treasurer 3