Contract

Exhibit 10.10 ————- CONFIRMATION OF GAS PURCHASE AND SALES AGREEMENT DATED NOVEMBER 17, 2004 BETWEEN ATLAS RESOURCES, INC. ET. AL. AND FIRST ENERGY SOLUTIONS CORP. FOR THE PERIOD FROM APRIL 1, 2006 THROUGH MARCH 31, 2007 PRODUCTION/CALENDAR PERIODS- ——————————————————————————-To: Mike Brecko From: David FrederickCo: Atlas America Co: FESCPhone: (412)262-2830×126 Phone: (330)315-7367Fax: (412)262-3927 Fax: (330)315-7250Date: November 17, 2004 Pages: 3- ——————————————————————————- CONFIRMATION OF GAS PURCHASE AND SALES AGREEMENTPer our phone conversations this morning, this will confirm the following newprice trigger pursuant to the natural gas sale and purchase agreement betweenAtlas Resources, Inc. et. al. as “Seller” and First Energy Solutions Corp. as”Buyer”:PERIOD: April 1, 2006 through March 31, 2007 production/ calendar periods.LOCATION 1: All Seller’s production delivered to National Fuel Gas Supply Corp. (NFGS) at PL00000015 and Measuring Station PSP1129541 (approximately 400,000 dth/month).PRICE 1: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.35, per Dth. (73093)LOCATION 2: Delivered to East Ohio Gas Company (EOG) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approx. 290,000 mcf/ month).PRICE 2: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.75, per Mcf. (73092)LOCATION 3: Delivered to Peoples Natural Gas Company (PNG) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approx. 16,000 mcf/ month).PRICE 3: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.68, per Mcf. (73099) (continued)- ——————————————————————————-The information contained in this facsimile message is privileged andconfidential, and is intended only for the individual(s) or entity named abovewho have been specifically authorized to receive it. If the reader is not theintended recipient, you are hereby notified that any dissemination,distribution, or copying of this communication is strictly prohibited. If youhave received this communication in error please notify us immediately byphone and return all pages to our corporate office at the address shown below.Thank you.- ——————————————————————————- November 17, 2004PERIOD: April 1, 2006 through March 31, 2007 production/ calander periodsLOCATION 4: All Seller’s production delivered to Columbia Gas Transmission (TCO) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approximately 300 Dth/month)PRICE 4: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.23, per Dth. (73101)LOCATION 5: Delivered to National Fuel Gas Company (NFGD) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approx. 1500 mcf/ month).PRICE 5: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.47, per Mcf. (73096)LOCATION 6: Delivered to Tennessee Zone 4 (Tenn Z4) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approx. 180,000 Dth/ month).PRICE 6: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.26, per Dth. (73100)LOCATION 7: Delivered to Columbia Gas of Ohio (COH) at the Measuring Stations which are currently dedicated to the pools and customers of FESC (approx. 2,500 mcf/ month).PRICE 7: Priced each month at the monthly settlement value of the underlying NYMEX natural gas futures contract at expiration, plus $0.70, per Mcf (73102) (continued)- ——————————————————————————-The information contained in this facsimile message is privileged andconfidential, and is intended only for the individual(s) or entity named abovewho have been specifically authorized to receive it. If the reader is not theintended recipient, you are hereby notified that any dissemination,distribution, or copying of this communication is strictly prohibited. If youhave received this communication in error please notify us immediately byphone and return all pages to our corporate office at the address shown below.Thank you.- ——————————————————————————-Page 2 November 17, 2004PERIOD: April 1, 2006 through March 31, 2007 production/calander periods ADDITIONAL FLOORS AND TRIGGERSBuyer is prepared to negotiate price floors and/or triggered fixed prices withSeller for any portion of the volume contracted above.Seller is responsible to deliver a minimum monthly volume at each locationidentified above equal to the total volume involved at each location in allprice-triggered and/or floor-priced portions of this agreement (currentlyzero). Seller agrees to keep Buyer economically whole in the event thatSeller’s inability to deliver the minimum monthly volume adversely impactsBuyer’s purchased gas cost.Buyer is to buy all production at the above meters. NFGS and TENN Z4production will be held to a 20% tolerance of the nominated volume.APPROVED: /s/ David A. Frederick /s/ Jeffrey C. Simmons Exec VP ———————- —————————— David A. Frederick Jeffrey C. Simmons FirstEnergy Solutions Corp. Atlas America- ——————————————————————————-The information contained in this facsimile message is privileged andconfidential, and is intended only for the individual(s) or entity named abovewho have been specifically authorized to receive it. If the reader is not theintended recipient, you are hereby notified that any dissemination,distribution, or copying of this communication is strictly prohibited. If youhave received this communication in error please notify us immediately byphone and return all pages to our corporate office at the address shown below.Thank you.- ——————————————————————————-Page 3