Contract

EXHIBIT 10.6 ———— NATURAL GAS GATHERING AGREEMENT DATED JANUARY 1, 2002 AMONG ATLAS PIPELINE PARTNERS, L.P., AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. AND ATLAS RESOURCES, INC., AND ATLAS ENERGY GROUP, INC. AND ATLAS NOBLE CORPORATION, AND RESOURCE ENERGY INC., AND VIKING RESOURCES CORPORATION NATURAL GAS GATHERING AGREEMENT THIS NATURAL GAS GATHERING AGREEMENT is made as of the 1st day ofJanuary 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) and 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). Recitals: A. Gatherer owns a natural gas gathering system and related facilitieslocated in New York, Ohio and Pennsylvania, and operated as a private usegathering system (“Gathering System”). B. Shipper has recently entered into gas purchase agreements withnon-affiliated parties and has arranged for the connection of their productionto the Gathering System, said parties and production which are more particularlydescribed in Exhibit A (” Third Party Production Sources”). C. Gatherer and Shipper desire to provide for the gathering andredelivery 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 mutualcovenants and agreements herein set forth, and intending to be legally bound,the parties agree as follows: Article I. DEFINITIONS Unless otherwise defined herein, the following terms shall have thefollowing meanings: “Agreement” means this Natural Gas Gathering Agreement, as it may beamended, modified or supplemented from time to time. “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 those points of interconnect with various localdistribution companies, interstate pipelines, and end-users located on theGathering System where Shipper’s Gas can be redelivered by 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. “General Partner” means Atlas Pipeline Partners GP, LLC, a Delawarelimited liability company. “Gross Sale Price ” shall mean the price, per mcf, actually received byShipper for natural gas sold by it. “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) psla. “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. “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 A where gas produced from the Third Party Production Sources isdelivered into the Gathering System. “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. Article 2. GATHERING SERVICES 2.1. Receipt of Gas. Subject to the terms, limitations, and conditionsof this Agreement, Shipper agrees to deliver to the Receipt Points on abest-efforts basis, and Gatherer agrees to accept at the Receipt Points, on afully interruptible basis, all those volumes of gas made available to Shipperfrom the Third Party Production Sources; provided, however, that Gatherer shallonly be obligated to accept on any Day for gathering hereunder that volume ofShipper’s Gas which Gatherer determines, in its sole discretion, it hasavailable 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 atthe Deliver Points, a quantity of gas equal, on an mcf basis, to the quantity ofShipper’s Gas received at the Receipt Points less Shipper’s Field Fuel. 2.3. Shipper Is 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 Is 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. 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. 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, on a best efforts basis, deliverShipper’s Gas at a pressure sufficient to effect delivery into the GatheringSystem at the Receipt Points, but not in excess of the maximum pressurespecified by Gatherer from time to time. Shipper shall not be required toinstall compression to effectuate deliveries into the Gathering System. 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. Shipper shall install or cause to beinstalled, and shall operate and maintain, at its sole expense, all wellhead andpressure regulating equipment necessary to prevent Shipper’s delivery pressureat the Receipt Point from exceeding the maximum pressure specified by Gathererfrom 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. 5.2. 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). Shipper shall be responsible forall damages to the Gathering System, including costs of repair, due to itsfailure 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,at or 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 (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 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(Y2) the elapsed time since the last test. The volume of Shipper’sGas 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 gathering Shipper’s Gas,Shipper shall pay to Gatherer those fees identified on Exhibit A for each of theThird Party Production Sources. 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. Shipper shall provide Gatherer, within ninety (90) days after the endof each month, a statement of the gathering fees due for such month. Shipper’sstatement shall set forth (i) the volumes of Shipper’s Gas for which paymentshave been received, (ii) an itemization of the Gross Sale Price or Pricesreceived for Shipper’s Gas, if appropriate; and (iii) a calculation of thegathering fees for such Shipper’s Gas. Shipper shall have the right to inspect Gatherer’s books and recordsrelating to such Shipper’s Gas for purposes of verifying the accuracy ofGatherer’s statement. Shipper shall advise Gatherer within 30 days of Shipper’sreceipt of Gatherer’s statement if Shipper believes Gatherer’s statement to beinaccurate in any respect. If Shipper does not so advise Gatherer, Gatherer’sstatement shall be deemed to be correct. The gathering fee shall be due and payable upon Shipper’s receipt ofGatherer’s statement and payment shall be made to Gatherer at the followingaddress:Atlas Pipeline Partners311 Rouser Road, P.O. Box 611Moon Township, Pennsylvania 15108Attn: Transportation Revenue Each of Gatherer and Shipper shall preserve its records relating to anystatement 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 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. 8.3. 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. This Agreement shall become effective immediately and shallremain in effect for so long as Shipper continues to purchase natural gas fromany Third Party Production Source identified in Exhibit A or until eitherShipper or Gatherer elects to terminate the same by ninety (90) advance writtennotice or until this Agreement is otherwise terminated as provided herein.Gatherer recognizes that Shipper’s arrangements with the Third Party ProductionSources may be discontinued at any time and relieves Shipper of any obligationto continue deliveries from any Third Party Source whose sales to Shipper havebeen terminated. 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. 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 11.1 This Agreement and all operations hereunder shall be subject toall valid laws, orders, directives, rules, and regulations of any governmentalbody, 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. TAXES 12.1 Shipper shall pay or cause to be paid all taxes and assessmentsimposed on Shipper hereunder with respect to Shipper’s Gas gathered hereunderprior to and including its delivery to Gatherer. Shipper shall pay to Gathererall taxes, levies or charges which Gatherer may be required to collect fromShipper by reason of all services performed for Shipper hereunder other thantaxes or assessments with respect to Gatherer’s income, capital, properties,franchises or similar matters relating solely to Gatherer’s general businessactivities or partnership or corporate existence or those of any of itssubsidiaries. Neither party shall be responsible or liable for any taxes orother statutory charges levied or assessed against any of the facilities of theother party used for the purposes of carrying out the provisions of thisAgreement. Article 13. MISCELLANEOUS 13.1. 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. 13.2. 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:Gatherer: Atlas Pipeline Partners 1845 Walnut Street Philadelphia, PA 19103 Attention: Michael L. Staines, President Telephone: (215) 546-5005 Facsimile: (215) 546-5388Shipper: 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) 262-3927or at such other address as such party may stipulate to the other parties in themanner provided in this Section. 13.3. 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. 13.4 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. 13.5. Amendment or Modification. This Agreement may be amended ormodified from time to time only by the written agreement of all the partieshereto. 13.6. Assignment. No party shall have the right to assign its rights orobligations under this Agreement without the consent of the other partieshereto. 13.7. 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. 13.8. 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. 13.9. 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. 13.10 Third Party Beneficiaries. The provisions of this Agreement areenforceable solely by the parties to it, and no other Person shall have theright, separate and apart from Gatherer, to enforce any provision of thisAgreement or to compel any party to this Agreement to comply with its terms. 13.11. 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.IN WITNESS WHEREOF, the parties have executed this Agreement to be effective asof the date first written above.Shipper: Gatherer:ATLAS RESOURCES, INC. ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.By: /s/ Jeffrey C. Simmons ————————- By: Atlas Pipeline Partners GP, LLC,Name: Jeffrey C. SimmonsIts: Executive VP Operations By: /s/ Michael L. Staines ————————————— Name: Michael L. Staines Its: Chief Operating Officer and SecretaryATLAS ENERGY GROUP, INC. ATLAS PIPELINE PARTNERS, L.P. By: Atlas Pipeline Partners GP, LLC, Its general partnerBy: /s/ Jeffrey C. Simmons By: /s/ Michael L. Staines ————————- ——————————————Name: Jeffrey C. Simmons Name: Michael L. StainesIts: VP Operations Its: Chief Operating Officer and SecretaryATLAS NOBLE CORPORATIONBy: /s/ Jeffrey C. Simmons ————————-Name: Jeffrey C. SimmonsIts: Executive VPRESOURCE ENERGY INC.By: /s/ Jeffrey C. Simmons ————————-Name: Jeffrey C. SimmonsIts: Executive VPVIKING RESOURCES CORPORATIONBy: /s/ Jeffrey C. Simmons ————————-Name: Jeffrey C. SimmonsIts: 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), and ATLAS RESOURCES, INC., ATLAS ENERGY GROUP, INC., ATLAS NOBLE CORPORATION, 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 various 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. #5826Viking 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] GATHERING 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 McfSpringfield 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