Contract

EXHIBIT 10.4 MASTER NATURAL GAS GATHERING AGREEMENT DATED FEBRUARY 2, 2000 AMONG ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS AMERICA, INC., RESOURCE ENERGY, INC., AND VIKING RESOURCES CORPORATION MASTER NATURAL GAS GATHERING AGREEMENT THIS MASTER NATURAL GAS GATHERING AGREEMENT is made as of February 2,2000, among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership, andATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership(collectively, “Gatherer”), ATLAS AMERICA, INC., a Delaware corporation (“AtlasAmerica”), RESOURCE ENERGY, INC., a Delaware corporation (“Resource Energy”),and VIKING RESOURCES CORPORATION, a Pennsylvania corporation ( “VikingResources,” and collectively with Atlas America and Resource Energy, “Shipper”). Recitals: A. Gatherer owns a natural gas gathering system and related facilitiesconsisting of approximately 888 miles of pipelines located in New York, Ohio andPennsylvania, and operated as a private use gathering system as moreparticularly described in Exhibit A (as same may be added to or extended, the”Gathering System”). B. Shipper has now or may in the future form affiliates for purposes ofcarrying on Shipper’s energy industry business. For purposes of this Agreement,(i) “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; and (ii)the term “control” means (a) direct or indirect beneficial ownership of 50% ormore of the voting securities or voting interest of a person or, in the case ofa limited partnership, of 50% or more of the general partnership interest,either directly or through an entity which the person controls or (b) thepossession of the power to direct the management of a person, whether throughcontract or otherwise; provided, however, that Investment Programs (as such termis hereinafter defined) shall not be deemed to be Affiliates of Shipper forpurposes of this Agreement. C. Shipper and Affiliates own interests in certain wells connected tothe Gathering System, which are more particularly described in Exhibit B(“Shipper’s Existing Well Interests”). D. Shipper and Affiliates may drill additional wells, acquire interestsin other wells or operate (with the authority to determine natural gas gatheringarrangements) other wells (excluding Future Investment Program Well Interests,as such term is hereinafter defined), connect them to the Gathering System or aThird Party Gathering System (as such term is hereinafter defined) after thedate of this Agreement in accordance with the terms of the Omnibus Agreement (assuch term is hereinafter defined) (“Shipper’s Future Well Interests”). E. Shipper and Affiliates have agreements or other arrangements withrespect to the gathering of natural gas from interests in wells owned by thirdparties and connected to the Gathering System as of the date of this Agreement,including well interests owned by Investment Programs (as such term ishereinafter defined), which are more particularly described in Exhibit C(“Existing Third Party Well Interests”). F. Shipper and Affiliates have sponsored or may in the future sponsorInvestment Programs (as such term is hereinafter defined) which, on or afterDecember 1, 1999, have drilled or may in the future drill wells or acquireinterests in other wells and connect them to the Gathering System or connectthem to Third Party Gathering Systems (as such term is hereinafter defined) allas more particularly provided for in the Omnibus Agreement (including wells forwhich drilling has commenced on or after December 1, 1999, “Future InvestmentProgram Well Interests”). G. Gatherer and Shipper desire to provide for the gathering andredelivery of the gas produced from Shipper’s Existing Well Interests, Shipper’sFuture Well Interests, Existing Third Party Well Interests and Future InvestmentProgram Well Interests (“Shipper’s Gas”), all as more fully provided herein. NOW, THEREFORE, in consideration of the premises, and the mutualcovenants and agreements herein set forth, and intending to be legally bound,the parties agree as follows: Article 1. DEFINITIONS Unless otherwise defined herein, the following terms shall have thefollowing meanings: “Agreement” means this Master Natural Gas Gathering Agreement, as itmay be amended, modified or supplemented from time to time. “Common Units” means common units of limited partnership interest ofAtlas Pipeline Partners, L.P. “Day” means a period of time beginning at 7:00 a.m., Eastern Time, oneach calendar day and ending at 7:00 a.m., Eastern Time, on the next succeedingcalendar day. “Delivery Points” means the points on the Gathering System described inExhibit D-1. Exhibit D-1 will be revised from time to time to reflect anyadditional Delivery Points that may be established as a result of the OmnibusAgreement or as may be otherwise agreed to by Shipper and Gatherer. “Force Majeure Event” means any act of God, strike, lockout, or otherindustrial disturbance, act of a public enemy, sabotage, war (whether or not anactual declaration is made thereof), blockade, insurrection, riot, epidemic,landslide, lightning, earthquake, flood, storm, fire, washout, arrest andrestraint of rules and peoples, civil disturbance, explosion, breakage oraccident to machinery or line or pipe, hydrate obstruction of line or pipe, lackof pipeline capacity, repair, maintenance, improvement, replacement, oralteration to plant or line of pipe or related facility, failure or delay intransportation, temporary failure of gas supply or markets, freezing of the wellor delivery facility, well blowout, cratering, partial or entire failure of thegas well, the act of any court, agency or governmental authority, or any othercause, whether of the kind enumerated or otherwise, not within the reasonablecontrol of the party claiming suspension. 2 “General Partner” means Atlas Pipeline Partners GP, LLC, a Delawarelimited liability company. “Gross Sale Price” shall mean the price, per mcf, actually received bythe Seller for natural gas sold by it, without deduction for brokerage fees,commissions or offsets. “Investment Program” means a Person for whom Shipper or a direct orindirect subsidiary of Shipper acts as a general partner, managing partner ormanager and the securities of which have been offered and sold to investors. “mcf” means one thousand (1,000) cubic feet of gas measured at a basetemperature of sixty degrees (60(Degree)) Fahrenheit and at a pressure base offourteen and seventy-three one-hundredths (14.73) psia. “mmcf” means one million (1,000,000) cubic feet of gas measured at abase temperature of sixty degrees (60(Degree)) Fahrenheit and at a pressure baseof fourteen and seventy-three one-hundredths (14.73) psia. “Omnibus Agreement” means the Omnibus Agreement among Gatherer andShipper of even date herewith. “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. “psia” means pounds per square inch absolute. “psig” means pounds per square inch gauge. “Receipt Points” means the points on the Gathering System described inExhibit D-2. Exhibit D-2 will be revised from time to time to reflect anyadditional Receipt Points that may be established as a result of the OmnibusAgreement or as may be otherwise agreed to by Shipper and Gatherer. “Shipper’s Field Fuel” means Shipper’s allocated share of actualGathering System fuel requirements, shrinkage, and lost and unaccounted for gas.Such allocations shall be based upon the proportion volume of natural gas thatShipper’s Gas bears to the aggregate gathered by Gatherer during the relevantperiod. 3 “Third Party Gathering System” means a natural gas gathering systemowned by a Person other than Gatherer or a subsidiary of Gatherer. Article 2. GATHERING SERVICES 2.1. Receipt of Gas. Subject to the terms, limitations, and conditionsof this Agreement, Shipper dedicates, and will cause its Affiliates to dedicate,to this Agreement, and agrees, and will cause its Affiliates to agree, todeliver exclusively to the Receipt Points, and Gatherer agrees to accept at theReceipt Points, on a fully interruptible basis, all of Shipper’s Gas; provided,however, that Gatherer shall only be obligated to accept on any Day forgathering hereunder that volume of Shipper’s Gas which Gatherer determines, inits sole discretion, it has available capacity to receive. 2.2. Redelivery of Gas. Gatherer will gather, compress, and redeliver,on a fully interruptible basis, to the Delivery Points, and Shipper will accept,a quantity of gas equal, on a mcf basis, to the quantity of Shipper’s Gasreceived at the Receipt Points less Shipper’s Field Fuel. 2.3. Shipper’s Field Fuel. Shipper’s Field Fuel will be calculatedmonthly by Gatherer by allocating such quantities of actual Gathering Systemfuel requirements, shrinkage, and lost and unaccounted for gas between allshippers using the Gathering System. Gatherer may retain and use Shipper’s FieldFuel as fuel for compression and other operations on the Gathering System. 2.4. Commingling Shipper’s Gas. Gatherer shall have the right tocommingle Shipper’s Gas with other natural gas in the Gathering System. Gatherermay extract, or permit to be extracted, from Shipper’s Gas condensate to theextent necessary to meet the quality requirements of the receiving pipeline atthe 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 productsremoved in treating Shipper’s Gas, title to Shipper’s Gas shall remain withShipper or, with respect to Shipper’s Gas from Existing Third Party WellInterests, the owners of such wells. 3.2. Adverse Claims. Shipper shall indemnify, hold harmless and defendGatherer, the General Partner and the officers, agents, employees andcontractors of Gatherer and the General Partner (each, an “Indemnified Person”)against any liability, loss or damage whatsoever, including costs and attorneysfees (collectively, a “Loss”), suffered by an Indemnified Person, where suchLoss arises, directly or indirectly, out of any demand, claim, action, cause ofaction or suit brought by any Person asserting ownership of or an interest inShipper’s Gas. 4 3.3. Possession and Control. As between the parties hereto, Gatherershall be deemed to be in control and possession of Shipper’s Gas after Gathererreceives Shipper’s Gas at any Receipt Point and until Shipper’s Gas is deliveredat any Delivery Point; provided, however, that Gatherer shall not, by any suchpossession 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 allother times. 3.4. Indemnity. The party deemed to be in control and possession ofShipper’s Gas shall be responsible for and shall indemnify the other party withrespect to any Losses arising in connection with or related to Shipper’s Gaswhen it is in the indemnifying party’s control and possession; provided, that noparty shall be responsible for any Losses arising from the other party’snegligence or breach of this agreement. Article 4. DELIVERY PRESSURE 4.1. Receipt Points. Shipper shall deliver Shipper’s Gas at a pressuresufficient to effect delivery into the Gathering System at the Receipt Points,but not in excess of the maximum pressure specified by Gatherer from time totime. 4.2. Compression. Gatherer shall maintain all existing compressionfacilities, unless Shipper shall otherwise consent in writing, and shall installsuch additional compression facilities as may be necessary or appropriate undergood industry practices and commercially reasonable. 4.3. Wellhead Equipment. With respect to Shipper’s Existing WellInterests, Shipper’s Future Well Interests and Future Investment Program WellInterests, Shipper shall install, operate and maintain, at its sole expense, allwellhead and pressure regulating equipment necessary to prevent Shipper’sdelivery pressure at the Receipt Point from exceeding the maximum pressurespecified by Gatherer from time to time. 4.4. Inspection. Gatherer shall have the right at any time, but not theobligation, to inspect Shipper’s facilities at the Receipt Points, and Gatherermay immediately cease accepting Shipper’s Gas if the pressure in Shipper’sfacilities exceeds the maximum pressure reasonably established by Gatherer fromtime to time, or require Shipper to install equipment necessary to limit thepressure to such maximum. Article 5. GAS QUALITY 5.1. Minimum Specifications. Shipper’s Gas delivered into the GatheringSystem shall be commercially free from liquids of any kind, air, dust, gum, gumforming constituents, harmful or noxious vapors, or other solid or liquid matterwhich, in the sole judgment of Gatherer, may interfere with the merchantabilityof Shipper’s Gas or cause injury to or interfere with proper operation of thelines, regulators, meters or other equipment of the Gathering System. Shipper’sGas shall also conform to applicable quality specifications of the receivingpipeline at each applicable Delivery Point. 5 5.2. Suspension. Gatherer may, at its option, (i) refuse to acceptdelivery of any Shipper’s Gas not meeting the above-described qualityspecifications or (ii) accept delivery of all or any part of Shipper’s Gas(notwithstanding the deficiency in quality) and in such event Shipper shall beresponsible 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 takeplace at the Receipt Points. Shipper will install, or cause to be installed, ator near the Receipt Points, orifice meters or other measuring equipmentnecessary in Gatherer’s judgment to accurately measure the volumes of Shipper’sGas being delivered into the Gathering System to the extent such meters or othermeasuring equipment have not been installed as of the date of this Agreement.Such measuring equipment shall be comparable to the measuring equipment of otherparties delivering gas into the Gathering System. Shipper shall be responsiblefor, and bear the cost of, acquiring, installing, maintaining and operating suchmeasurement equipment. 6.2. Chart Integration. Gatherer shall be responsible for reading themeters at the Receipt Points. Gatherer shall furnish, install, remove, andintegrate all recording charts used in such meters in accordance with Gatherer’sstandard practices. 6.3. Delivery Points. The measurement of and tests for quality ofShipper’s Gas redelivered at the Delivery Points shall be governed by anddetermined in accordance with the requirements of the receiving pipeline at eachDelivery Point. 6.4. Unit of Volume. The unit of volume for purposes of measurementshall be one (1) cubic foot of gas at a temperature base of sixty degrees(60(Degree)) Fahrenheit and at a pressure base of fourteen and seventy-threeone-hundredths (14.73) psia. 6.5. Testing Procedures. Shipper shall follow the meter calibrationsschedule established by Gatherer for each meter on the Gathering System. Suchcalibrations shall occur at least once every twelve (12) months but not morefrequently than once every six (6) months. No testing, calibration, oradjustment of a meter or related equipment shall be performed without Gathererfirst being given five (5) days’ notice thereof and having the opportunity to bepresent. 6.6. Meter Inaccuracy. If, at any time, any meter is found to be out ofservice or registering inaccurately in any percentage, it shall be adjusted atonce by Shipper to read accurately within the limits prescribed by the meter’smanufacturer. If such equipment is out of service or inaccurate by an amountexceeding three percent (3%) of a reading corresponding to the average flow ratefor the period since the last test, the previous readings shall be corrected forthe period that the meter is known to be inaccurate, or, if not known, a periodof one-half (1/2) the elapsed time since the last test. The volume of Shipper’s 6Gas delivered during such period shall be estimated by Gatherer either (i) byusing the data recorded by any check measuring equipment if installed andaccurately registered, (ii) by correcting the error if the percentage of erroris ascertainable by calibration, test, or mechanical calculation or, if neithersuch method is feasible, (iii) by estimating the quantity delivered based upondeliveries under similar conditions during a period when the equipmentregistered accurately. No volume correction shall be made for meteringinaccuracies of three percent (3%) or less. 6.7. Meter Testing. If Gatherer requests to have any meter tested, thenShipper shall have the meter tested in the presence of and to the satisfactionof Gatherer. If the meter tested proves to be accurate within plus or minusthree percent (3%) at its normal operating range, then the cost of testing andrecalibrating the meter shall be borne by Gatherer. Shipper will schedule allrequired tests within ten (10) days of a request by Gatherer. Shipper willnotify 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 booksof account during the term of this Agreement and for a period of three (3) yearsthereafter showing (a) the total volume of Shipper’s Gas transported through theGathering System from the Receipt Points to the Delivery Points and (b) thevolume of gas allocated to each Receipt Point. Gatherer shall also preserve, orcause to be preserved, for at least one (1) year all test data, charts, andsimilar data pertaining to the measurement and testing of Shipper’s Gas, unlessa longer period is prescribed by applicable regulations. Shipper shall have theright during normal business hours, after reasonable notice to Gatherer, toinspect Gatherer’s books and records not older than three (3) years from thedate of request for inspection. Such inspections shall take place at Gatherer’soffice. Any costs attributable to such audits or inspections shall be borne byShipper. Article 7. GATHERING FEES 7.1. Consideration. As consideration for Gatherer’s gathering Shipper’sGas, Atlas America and Resource Energy, jointly and severally, shall pay toGatherer one of the following fees, as applicable. 7.2. Gathering Fees For Gathering Production from Existing Third PartyWell Interests, Shipper’s Future Well Interests and Future Investment ProgramWell Interests. The gathering fees for gathering production from Existing ThirdParty Well Interests, Shipper’s Future Well Interests and, except as set forthin Section 7.4 hereof, Future Investment Program Well Interests shall be thegreater of Thirty Five Cents for each mcf ($0.35/mcf) delivered by Shipper atthe Receipt Points and sixteen percent (16%) of the Gross Sale Price for eachsuch mcf. 7.3. Gathering Fee For Gathering Production From Shipper’s ExistingWell Interests. The gathering fees for gathering production from Shipper’sExisting Well Interests shall be the greater of Forty Cents for each mcf($0.40/mcf) delivered by Shipper at the Receipt Points and sixteen percent (16%)of the Gross Sale Price for each such mcf. 7 7.4. Fees Payable to Gatherer for Shipper’s Future Well Interests inWells Not Connected to the Gathering System. In the event that Shipper shallconnect Shipper’s Future Well Interests or Future Investment Program WellInterests to a Third Party Gathering System pursuant to Section 2.3.3(ii) of theOmnibus Agreement and Gatherer shall assume the cost of constructing thatconnection, Shipper shall pay Gatherer a fee that shall be equal to the excess,if any, of the greater of (i) Thirty Five Cents for each mcf ($0.35/mcf)delivered by Shipper at the Receipt Points for the Third Party Gathering Systemand sixteen percent (16%) of the Gross Sale Price for each such mcf, over (ii)the gathering fees charged by the Third Party Gathering System. 7.5. Assignment of Rights and Obligations; Agreement to Fees byAffiliates. Viking Resources assigns to Atlas America and Resource Energy, andshall cause its Affiliates to assign to Atlas America and Resource Energy, allof their rights and obligations under and pursuant to gathering arrangementsbetween the Affiliate or Viking Resources and owners of Existing Third PartyWell Interests. Article 8. BILLING AND PAYMENT 8.1. Statements and Payments. In connection with fees payable toGatherer under Article 7 of this Agreement, Gatherer shall prepare and submit toShipper each month a statement showing for the prior month (i) the volume ofShipper’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. Shippershall provide Gatherer, within thirty (30) days after the end of each month, astatement of the gathering fees due for such month. Shipper’s statement shallset forth (i) the volumes of Shipper’s Gas for which payments have beenreceived; (ii) an allocation of such Shipper’s Gas among the three gathering feecategories established by Sections 7.2, 7.3 and 7.4, respectively; (iii) anitemization of the Gross Sale Price or Prices received for the Shipper’s Gas ineach category; and (iv) a calculation of the gathering fees for such Shipper’sGas. Gatherer shall have the right to inspect Shipper’s books and recordsrelating to such Shipper’s Gas for purposes of verifying the accuracy ofShipper’s statement. Gatherer shall advise Shipper within 30 days of Gatherer’sreceipt of Shipper’s statement if Gatherer believes Shipper’s statement to beinaccurate in any respect. If Gatherer does not so advise Shipper, Shipper’sstatement shall be deemed to be correct. The gathering fee shall be due andpayable upon Gatherer’s receipt of Shipper’s statement. Each of Gatherer andShipper shall preserve its records relating to any statement delivered pursuantto this Section 8.1 for a period of at least three (3) years after suchstatement is delivered. 8.2. Payment Default. If Shipper fails to pay Gatherer in accordancewith Section 8.1, Gatherer may, at its option and without limiting any otherremedies, either, singularly or in combination, (i) terminate this Agreementforthwith and without notice or (ii) suspend performance under this Agreementuntil all indebtedness under this Agreement is paid in full. 8 8.3. Overdue Payments. Any overdue balance shall accrue daily interestcharges at the rate equal to the lesser of (i) 15% per annum or (ii) the maximumlawful rate of interest. 8.4. Remittance of Revenues. If any revenues for sales of Shipper’s Gasare paid directly to Gatherer, Gatherer shall remit such revenues to Shipperwithin fifteen (15) days; provided, however, that Gatherer may offset from anysuch revenues any amounts as shall then be due and payable to Gatherer underthis Agreement. 8.5. Gathering Fees Payable to Shipper. Shipper shall have sole andexclusive responsibility for settling with all Persons having an interest inShipper’s Gas and collecting gathering fees payable to Shipper with respectthereto. Shipper’s obligations hereunder shall be without regard to receipt orcollection by Shipper of any such fees. Article 9. TERM 9.1. Term. Subject to the other provisions of this Agreement, thisAgreement shall become effective as of its date and shall remain in effect solong as gas is produced from any of Shipper’s Existing Well Interests, Shipper’sFuture Well Interests, Future Investment Program Well Interests or ExistingThird Party Well Interests in economic quantities without a lapse of more thanninety (90) days. 9.2. Uneconomic Operation. Notwithstanding anything contained herein tothe contrary, if at any time Gatherer determines, in its sole discretion, thatcontinued operation of all or any part of the Gathering System is noteconomically justified, Gatherer may cease receiving Shipper’s Gas from therelevant part of the Gathering System and terminate this Agreement as to suchpart of the Gathering System (the “Terminated System”) by giving at least ninety(90) days’ notice to Shipper. In such event, and concurrently with such notice,Gatherer shall offer Shipper the right to purchase the Terminated System fromGatherer for $10.00. Shipper shall exercise such right on or before sixty (60)days after receipt of the termination notice. Shipper shall be responsible forall costs and expenses related to such purchase, including filing fees, and suchpurchase shall be without recourse, representation or warranty. Closingon the purchase shall be on the day specified in the termination notice as thetermination date. If the Terminated System is acquired by Shipper and remainsconnected to any other portion of the Gathering System, Shipper shall have theright to deliver natural gas from the Terminated System to the Gathering System,and this Agreement shall continue in effect with respect to the natural gas sodelivered by Shipper. 9.3. Removal of General Partner. In the event that the General Partneris removed as general partner of Gatherer pursuant to Section 11.2 of thePartnership Agreement under circumstances where cause (as such term is definedin Section 1.1 of the Partnership Agreement) for such removal does not exist andthe General Partner does not consent to that removal, then Shipper andAffiliates shall have no obligation under this Agreement with respect to wellsdrilled by Shipper on or after the effective date of such removal. 9 Article 10. FORCE MAJEURE 10.1. Non-Performance. No failure or delay in performance, whether inwhole or in part, by either Gatherer or Shipper shall be deemed to be a breachhereof (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 Eventshall give notice to the other party as soon as reasonably possible of the ForceMajeure Event and the expected duration of the Force Majeure Event. 10.3. Remedy of a Force Majeure Notice. The affected party will use allreasonable efforts to remedy each Force Majeure Event and resume fullperformance under this Agreement as soon as reasonably practicable, except thatthe settlement of strikes, lockouts or other labor disputes shall be entirelywithin the discretion of the affected party. Article 11. GOVERNMENTAL RULES AND REGULATIONS This Agreement and all operations hereunder shall be subject to allvalid laws, orders, directives, rules, and regulations of any governmental body,agency, or official having jurisdiction in the premises, whether state orfederal. Notwithstanding any other provisions in this Agreement, in the eventthe Federal Energy Regulatory Commission or other governmental authority imposesa rule, regulation, order, law or statute which directly or indirectlymaterially and adversely affects a party’s ability to perform its obligationsunder this Agreement, then the party so affected may terminate this Agreement asto the wells or portions of the Gathering System affected thereby by giving ten(10) days prior written notice to the other parties. Article 12. INSURANCE Shipper and Gatherer shall procure and maintain the insurance coveragedescribed in Exhibit E. Article 13. TAXES Shipper shall pay or cause to be paid all taxes and assessments imposedon Shipper hereunder with respect to Shipper’s Gas gathered hereunder prior toand including its delivery to Gatherer. Shipper shall pay to Gatherer all taxes,levies or charges which Gatherer may be required to collect from Shipper byreason of all services performed for Shipper hereunder other than taxes orassessments with respect to Gatherer’s income, capital, properties, franchisesor similar matters relating solely to Gatherer’s general business activities orpartnership or corporate existence or those of any of its subsidiaries. Neitherparty shall be responsible or liable for any taxes or other statutory chargeslevied or assessed against any of the facilities of the other party used for thepurposes of carrying out the provisions of this Agreement. 10 Article 14. MISCELLANEOUS 14.1. Choice of Law; Submission to Jurisdiction. This Agreement shallbe subject 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, respectively, in Philadelphia,Pennsylvania and the Eastern District of Pennsylvania. 14.2. 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, Pennsylvania15108, Facsimile: (412) 262-2820, Attention: Tony C. Banks at such other addressas such party may stipulate to the other parties in the manner provided in thisSection. 14.3. Entire Agreement. This Agreement constitutes the entire agreementof the parties relating to the matters contained herein, superseding theprovisions of all other contracts or agreements, whether oral or written, thatare in conflict with the provisions hereof. 14.4. 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. 14.5. 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 Gatherer 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. 11 14.6. Assignment. No party shall have the right to assign its rights orobligations under this Agreement without the consent of the other partieshereto. 14.7. 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. 14.8. 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. 14.9. 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. 14.10. 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 fromGatherer, to enforce any provision of this Agreement or to compel any party tothis Agreement to comply with its terms. 14.11. Headings. The headings throughout this Agreement are insertedfor reference purposes only, and are not to be construed or taken into accountin interpreting 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. 12 IN WITNESS WHEREOF, the parties have executed this Agreement to beeffective as of the date first written above. Shipper: ATLAS AMERICA, INC. By:______________________________________ Name:____________________________________ Its:_____________________________________ RESOURCE ENERGY, INC. By:______________________________________ Name:____________________________________ Its:_____________________________________ VIKING RESOURCES CORPORATION By:______________________________________ Name:____________________________________ Its:_____________________________________ Gatherer: 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:_____________________________________ 13 EXHIBIT A GATHERING SYSTEM DESCRIPTION EXHIBIT B SHIPPER’S EXISTING WELL INTERESTS EXHIBIT C EXISTING THIRD PARTY WELL INTERESTS EXHIBIT D-1 DELIVERY POINTS EXHIBIT D-2 RECEIPT POINTS EXHIBIT E INSURANCE REQUIREMENTS