EX-10.(E) 4 ex10e.txt EXHIBIT 10(E) Exhibit 10(e) GAS PURCHASE AGREEMENT DATED MARCH 31, 1999 BETWEEN NORTHEAST OHIO GAS MARKETING, INC., AND ATLAS ENERGY GROUP, INC., ATLAS RESOURCES, INC., AND RESOURCE ENERGY, INC. GAS PURCHASE AGREEMENT ---------------------- This Agreement made and entered into as of this 31st day of March, 1999, by and between Northeast Ohio Gas Marketing, Inc., an Ohio corporation ("Buyer") of P.O. Box 430, Lancaster, Ohio 43130-0430 and Atlas Energy Group, Inc., an Ohio corporation, Atlas Resources, Inc., a Pennsylvania corporation and Resource Energy, Inc., a Delaware corporation (collectively "Seller"), of 311 Rouser Road, P.O. Box 611, Coraopolis, Pennsylvania 15108. RECITALS -------- WHEREAS, Buyer utilizes volumes of natural gas, hereinafter referred to as "gas", for its customers situated in Ohio and Pennsylvania; and WHEREAS, Seller is in the business of developing and producing a supply of gas from gas and/or oil wells situated in Ohio and Pennsylvania; and WHEREAS, Seller is the owner of such gas or is the authorized agent for the owner or owners of such gas and therefore has the authority to contract for the sale of such gas; and WHEREAS, Seller desires to sell and to agree to sell for itself and those owners for which it is the authorized agent, all of the gas produced from the wells, and Buyer desires to purchase such gas; and WHEREAS, as of the date hereof FirstEnergy Trading and Power Marketing, Inc. an affiliate of Buyer, and AIC, Inc., an affiliate of Seller, are entering into an agreement (the "Stock Purchase Agreement") relating to the purchase of all of the common stock of Atlas Gas Marketing, Inc. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties do hereby agree as follows: 1. AGREEMENT: Subject to the terms of this Agreement, Seller does hereby agree to sell to Buyer on a firm basis and Buyer does hereby agree to purchase on a firm basis, during the continuing term of this Agreement, those quantities of natural gas described in this Agreement. 2. TERM OF AGREEMENT: The term of this Agreement shall be effective for a primary term of ten (10) years commencing March 31, 1999 and terminating March 31, 2009. This Agreement shall automatically renew for successive annual terms unless either party, within one hundred twenty (120) days prior to the end of the primary term or any successive annual term, notifies the other party, in writing, of its intent to terminate this Agreement at the end of such term. The primary term and successive annual terms shall be considered the "term" of this Agreement. The price for gas for the first one (1) or two (2) years of the term of this Agreement shall be set forth on Schedule I attached hereto. The price for gas for subsequent annual periods shall be agreed to between Buyer and Seller by November 30th of each subsequent year for the next succeeding annual period, which period shall commence on April 1st. Should the Buyer and Seller be unable to reach agreement as to the purchase price, at any Point of Delivery, after the initial one or two year term, as applicable, or for any subsequent annual period, the Seller may solicit offers to purchase such gas from other third parties. In the event Seller should receive a bona fide offer to purchase all of Seller's gas, which is subject to this Agreement, at a specific Point of Delivery, it shall give notice (the "Notice") of the Point of Delivery, the name of prospective purchaser, the term of the proposed agreement and the purchase price to Buyer. If Buyer refuses to match such offer within five (5) business days of receipt of the Notice from Seller, then Seller shall be free to sell such gas to a party other than Buyer on the terms set forth in the Notice. Buyer's future rights to purchase such gas shall be restored at the completion of the term set forth in the Notice, subject to the provisions of this Paragraph. 3. DELIVERY POINT AND TRANSPORTATION: Subject to further provisions of this Agreement, and during the term hereof, any gas purchased hereunder shall be sold and delivered by Seller to Buyer at the interstate pipeline or local distribution company facilities of Tennessee Gas Pipeline Company, East Ohio Gas Company, National Fuel Gas Distribution, National Fuel Gas Supply, Peoples Natural Gas Company and Columbia Gas Transmission Corp., hereinafter be referred to as the "Points of Delivery". Additional Points of Delivery may be added by mutual agreement of Buyer and Seller. Title to the gas delivered hereunder shall vest to Buyer upon delivery by Seller to the Points of Delivery. Seller shall be responsible and pay for all gas transportation costs and retainage imposed by upstream pipelines to the Points of Delivery. As between the parties hereto, Seller shall be responsible for any damage or injury caused by the gas until the same shall have been delivered to the Points of Delivery after which delivery Buyer shall be in exclusive control and possession thereof and responsible for any damage or injury caused thereby. 4. QUANTITY: Seller shall exclusively make available to Buyer and Buyer agrees to purchase from Seller, during the term of this Agreement, a quantity equal to 100% of the current and future production into the Points of Delivery. Except as otherwise provided in this Section, Seller shall deliver all gas it develops and produces into the Points of Delivery. Unless agreed to by Buyer, Seller shall not sell any gas to any other party. It is currently estimated that Atlas Energy Group, Inc. and Atlas Resources, Inc. will collectively deliver approximately 27,000 Mcf per day and Resource Energy, Inc. will deliver approximately 7,000 Mcf per day at the Points of Delivery. Buyer and Seller agree 2 to mutually cooperate and regularly meet to establish production schedules of gas into the Points of Delivery. Seller shall nominate, by the 25th calendar day of the preceding month, the daily volumes to be delivered during the following month to the Points of Delivery. Seller's daily deliveries shall be no greater than one hundred and ten percent (110%) or no less than ninety percent (90%) of Seller's daily nominated volumes, as long as Seller's deliveries at each Point of Delivery are at least 500 Mcf per day, with the exception of the Wheatland Dehydration Meter, for which the minimum volume is 300 Mcf per day. If Seller's daily volume delivery is less than ninety percent (90%) of Seller's daily nominated volume, then Seller shall pay Buyer one hundred and two percent (102%) of the Buyer's replacement cost, less the price set forth on Schedule I, for the volume of gas which is the difference between Seller's daily volume delivery and ninety percent (90%) of Seller's daily nominated volume. If Seller's daily volume delivery is more than one hundred and ten percent (110%) of Seller's daily nominated volume, then, regardless of other pricing provisions contained in this Agreement, Buyer shall pay Seller ninety eight percent (98%) of the daily market price for each Point of Delivery, as set forth on Schedule I, for the volume of gas which is the difference between Seller's daily volume delivery and one hundred and ten percent (110%) of Seller's daily nominated volume. Notwithstanding the first paragraph of this Section 4, it is understood and agreed to by the parties that Seller shall continue to supply gas to its three (3) direct delivery customers, Wheatland Tube Company, CSC Industries and Warren Consolidated for the life of those agreements, including any extensions or renewals. Buyer and Seller agree that Buyer will provide all billing services for the above three (3) customers. Buyer agrees that it will not utilize Seller's local production, or any other source of supply, as source of sales to the above three (3) customers of Seller to the extent Buyer's offer would supplant or in any manner displace the existing amount of Seller's direct delivery arrangements through the term of Seller's agreements with the above three (3) customers, including any extensions or renewals. Seller currently delivers 2,600 Mcf per day to the Wheatland Tube Company, 3,400 Mcf per day to CSC Industries and 325 Mcf per day to Warren Consolidated. Seller agrees that Buyer may sell any amount, in excess of Seller's current volumes (so long as Seller continues to have a contact with the above three (3) customers) to such customers. Buyer shall not be restricted in selling to any of the above three (3) customers if Seller no longer has a contract with such customer. Seller's commitment to deliver all of the gas it produces to Buyer is subject to the right of investors, including limited partnerships where Seller is acting as the General Partner, in wells operated by Seller, to take their gas in kind. In the event a party wishes to take its gas in kind, Seller shall promptly notify Buyer. Seller further agrees to indemnify Buyer for all losses attributable to gas which has been taken in kind by investors in wells operated by Seller, to the extent Buyer has incurred a loss on such gas because of a prior commitment by Buyer. 3 5. PURCHASE PRICE: The price to be paid by Buyer to Seller for gas delivered to Buyer at the Point(s) of Delivery shall be as set forth on Schedule I attached hereto. 6. BILLING AND PAYMENT: Invoices shall be rendered to Buyer by the 14th calendar day of the month for gas delivered the preceding monthly period and payment shall be made monthly to Seller not later than the 28th calendar day of the month. Payment shall be made at the following address, or other address that may be designated by Seller from time to time: 311 Rouser Road, P.O. Box 611, Coraopolis, Pennsylvania 15108. Invoices shall be delivered to Buyer at: P.O. Box 430, Lancaster, Ohio 43130-0430. The quantities invoiced by Seller will be based on the quantities delivered by Seller at the Point(s) of Delivery. In the event the actual quantity delivered to the Point(s) of Delivery is unavailable, the estimated volumes of gas tendered for delivery by Seller to the Point(s) of Delivery shall be invoiced to Buyer. Any appropriate adjustment shall be made in the following billing period. Payment not received by the twenty-eighth (28th) calendar day of the month shall bear interest at PNC Bank, NA's then current prime lending rate minus two percent (2%). 7. QUALITY AND MEASUREMENT: Seller warrants that gas delivered under this Agreement shall meet the quality and measurement standards established by interstate pipeline and/or local distribution companies receiving gas from Seller for Buyer's account at the Point(s) of Delivery. 8. WARRANTY OF TITLE AND TAXES: Seller warrants title to all gas delivered by it and warrants that such gas is free from all liens and adverse claims. Seller shall indemnify and save Buyer harmless against all suits, debts, damages, costs and expenses arising from adverse claims to the gas delivered by it or taxes, payments or other charges thereon applicable before such gas is delivered to the Point(s) of Delivery. All present and future production, severance, gross proceeds or assessments of a similar nature imposed or levied by any state or other governmental agency or duly constituted authority upon the gas sold and delivered hereunder and the components thereof and the royalty, overriding royalty, production payment and other lease burden owners, as the case may be, shall be borne and paid by Seller. In the event Buyer is required to pay any of such taxes and assessments, Buyer may deduct same from the payments to be made by it hereunder and may make a reasonable charge for such service. Buyer shall be responsible for all taxes, liens and adverse claims, which may be imposed on such gas after the Point(s) of Delivery. 9. REGULATORY BODIES: This Agreement and Buyer's and Seller's obligation hereunder shall be subject to all valid applicable State and Federal laws, and orders, directives, rules and regulations of any government body or official having jurisdiction hereunder. 10. NOTICES: Whenever under the terms of this Agreement, any notice is required or permitted to be given by one party to the other, it shall be given in writing and shall be deemed to have been sufficiently given for all purposes hereof if sent by telegram or mailed, postage prepaid, to the parties at the addresses set forth below: 4 Seller: Atlas Energy Group, Inc. Atlas Resources, Inc. Resource Energy, Inc. Attn: Contract Administrator 311 Rouser Road P.O. Box 611 Coraopolis, Pennsylvania 15108 Buyer: Northeast Ohio Gas Marketing, Inc. Attn: Contract Administrator P.O. Box 430 Lancaster, Ohio 43130-0430 11. GOVERNING LAW: The interpretation and performance of this Agreement shall be in accordance with the laws of the State of Ohio. 12. FORCE MAJEURE: If either Buyer or Seller is rendered unable, wholly or in part, by force majeure to perform its obligations under this Agreement, other than the obligation to make payments then or thereafter due, it is agreed that performance of the respective obligations of the parties hereto to deliver and receive gas, so far as they are affected by such force majeure, shall be suspended from the inception of any such inability until it is corrected, but for no longer period. The party claiming such inability shall give notice thereof to the other party as soon as practicable after the occurrence of the force majeure. If such notice is first given by telephone communications, it shall be confirmed promptly in writing giving full particulars. The party claiming such inability shall promptly correct such inability to the extent it may be corrected through the exercise of reasonable diligence. Force majeure as used herein shall mean acts of God, vandalism, war, civil disturbance, rebellion, blockade, strike or other labor dispute, lightning, fire, flood, explosion, hurricane, freezing of wells or pipelines which result in the failure of third party pipelines to transport gas hereunder, permanent plant closing of either the Carbide Graphite plant or the Duferco Farrell Corporation plant (during the term of the existing agreement with such party, excluding any extensions or renewals) and other causes not within the control of the party claiming a force majeure situation. 13. ASSIGNMENT: Neither party may assign any of its rights under this Agreement without the prior written consent of the other party, which will not be unnecessarily withheld, except that Buyer may assign any of its rights under this Agreement to any affiliate of Buyer, provided that Buyer remains responsible for all financial obligations hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. 14. SURVIVAL OBLIGATIONS: The obligation of Buyer to make payment hereunder shall survive the termination or cancellation of this Agreement. The obligations of Seller to indemnify Buyer pursuant to the provisions set forth under Section 8 shall survive the termination or cancellation of this Agreement. If any provision in this 5 Agreement is determined to be invalid, void, or made unenforceable by any court having jurisdiction, then such determination shall not invalidate, void or make unenforceable any other provision, agreement or covenant in this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative, that is, in addition to every other remedy provided therein or by law. 15. COMPLETE AGREEMENT: This Agreement, and the Stock Purchase Agreement, represent the complete and entire understanding between the parties and their affiliates respecting the subject matter of this transaction. The parties hereto declare that there are no promises, representations, conditions, warranties or other agreements, express or implied, oral or written, made or relied upon by either party, except those contained herein or in the Stock Purchase Agreement. 6 IN WITNESS WHEREOF, the parties, or their authorized agent, hereto have caused this Agreement to be executed on this the 31 day of March, 1999. Witnesses: Seller: Atlas Energy Group, Inc. By: JR O'MARA ------------------------------------ --------------------------------- Title: PRESIDENT ------------------------------------ ------------------------------ Witnesses: Seller: Atlas Resources, Inc. By: JR O'MARA ------------------------------------ --------------------------------- Title: PRESIDENT ------------------------------------ ------------------------------ Witnesses: Seller: Resource Energy, Inc. By: N.J McGurk ------------------------------------ --------------------------------- Title: V.P. ------------------------------------ ------------------------------ Witnesses: Buyer: Northeast Ohio Gas Marketing, Inc. By: ------------------------------------ --------------------------------- Title: ------------------------------------ ------------------------------ IN WITNESS WHEREOF, the parties, or their authorized agent, hereto have caused this Agreement to be executed on this the 31 day of March, 1999. Witnesses: Seller: Atlas Energy Group, Inc. By: ------------------------------------ --------------------------------- Title: ------------------------------------ ------------------------------ Witnesses: Seller: Atlas Resources, Inc. By: ------------------------------------ --------------------------------- Title: ------------------------------------ ------------------------------ Witnesses: Seller: Resource Energy, Inc. By: ------------------------------------ --------------------------------- Title: ------------------------------------ ------------------------------ Witnesses: Buyer: Northeast Ohio Gas Marketing, Inc. By: Dean K Cobbs ------------------------------------ --------------------------------- Title: VICE PRESIDENT ------------------------------------ ------------------------------ 7 Schedule I Purchase Price For Natural Gas From Atlas Affiliated Production Companies
Point of Delivery Estimated Initial of Equity Gas Price Supply Term ------------- ----- ------ ---- East Ohio Gas CNG South (Gas Daily/FOM) + 1,550 Mcf/Day 4/1/99 to $0.235/Mcf 3/31/01 National Fuel Gas Distribution TCO (Inside FERC/FOM Appl. 400 Mcf/Day 4/l/99 to Index) + $0.175/Mcf 3/31/01 National Fuel Gas Supply 100% TCO (Inside FERC/FOM 14,000 Mcf/Day 4/l/99 to Appl. Index)/Dth 3/31/00 Peoples Natural Gas CNG South (Gas Daily/FOM) + 1,300 Mcf/Day 4/1/99 to $0.140/Mcf 3/31/01 Columbia Gas Transmission 99% TCO (Inside FERC/FOM 100 Mcf/Day 4/l/99 to Appl. Index)/Dth 3/31/01 Tennessee Gas Pipeline-Zone 4 CNG North (Gas Daily/FOM) - 6,900 Mcf/Day 4/l/99 to $0.105/Dth 3/31/00
Prices set forth above presume that Seller will incur any applicable financial losses involving equity volumes as the result of previous financial transactions (e.g., NYMEX and financial basis transactions). The purchase price and estimated supply of natural gas provided by Resource Energy, Inc., as set forth on Schedule II, will be negotiated between Buyer and Seller as existing Resource Energy, Inc. contracts terminate. All renegotiated contracts between Buyer and Seller will have a common termination date of March 31st. The list of contracts set forth on Schedule II shall be modified as each contract is renegotiated. 8 Schedule II RESOURCE ENERGY, INC. GAS SALES AGREEMENTS As of 3/1/99
------------------------------------------------------------------------------------------------------------------------------------ Current Approx. Contract Pipeline Original Expirations Monthly No. System Wells and/or Stations Purchaser Contract (including Volume --- ------ --------------------- --------- -------- Amendments) ------ ------------------------------------------------------------------------------------------------------------------------------------ GS-001 TUSC-HARRISON BRAINERD 5394 EAST OHIO GAS 12/31/69 LIFE OF WELL 6,000 GS-015 TUSC-HARRISON WASH-FREEPORT G509 EAST OHIO GAS 11/18/85 ANNUAL 9,000 TUSC-HARRISON TUSC. D J880 EAST OHIO GAS N/A LIFE OF WELL 2,700 GS-034 BU MEDINA CITY GATE 714873 (COH) VOLUNTEER 11/01/94 11/01/99 4,500 ENERGY GS-044 BUTLER SALEM CITY GATE 744096 (COH) INTERSTATE GAS 10/01/94 10/01/99 11,000 SUPPLY FISH NEWCOMERSTOWN 744588 (COH) INTERSTATE GAS 10/01/99 4,800 SUPPLY GS-050 BU BU EAST A635(EOG) HARRISON 01/24/95 MONTHLY 2,000 ENERGY (WINTER) GS-051 TUSC-HARRISON TUSC. D WELLS J273 PIEDMONT GAS 01/26/95 01/26/00 1,000 Co. (WINTER) GS-033 TUSC.-HARR; TUSC. D; BARRS MILLS J273; BB01P PIEDMONT GAS 10/08/91 MONTHLY BB01P Co. GS-052 TUSC.-HARRISON EOG STATIONS 444,J273,K018 VOLUNTEER 04/01/95 10/01/99 40,000 ENERGY WEST-HANOVER C277 & H474 VOLUNTEER ENERGY MEDINA SUMMIT A635, A750, et al. VOLUNTEER ENERGY LIBERTY A451 VOLUNTEER ENERGY KIBLER K962 VOLUNTEER ENERGY GS-012 WEST-HANOVER 6 WELLS D399 EAST OHIO GAS 01/22/85 LIFE OF WELL 1,000 GS-016, 017 WEST-HANOVER 8 WELLS G511, G684 EAST OHIO GAS 3/5/86, 11/21/85 LIFE OF WELL 1,750 GS-020, WEST-HANOVER 11 WELLS J826 EAST OHIO GAS 5/6/87,5/27/87 LIFE OF WELL 2,400 021,023 GS-014 SANOR(EOG) L. SANOR #1 G347 EAST OHIO GAS 09/30/85 LIFE OF WELL 250 GS-108 NEW YORK NORTH HARMONY 632207 (CGTC) VOLUNTEER 01/01/97 Monthly with ENERGY Trigger option GS-109 NEW YORK NORTH HARMONY GOOSE CREEK 03/01/96 12/31/99 1,000-8,000 DRILLING GS-501 SPRING CREEK, SPRING CREEK 621403 (CGTC) COLUMBIA 12/01/96 Monthly with 7,000 PA ENERGY Trigger option SERVICES GS-502 SPRING CREEK, FLICK. JOHNSON via Belden & Blake BELDEN & BLAKE 07/14/89 MONTHLY 300 (NFG) MB-SUGAR SUGAR AMI MB OPERATING 01/13/98 03/15/00 45,000 CREEK (via Volunteer Energy) GS-181 THOMPSETT REI-NY 621189 (CGTC) RILEY NATURAL 02/01/98 Monthly with 20,000 GAS Trigger option OAG 621929 (CGTC) AREA #1 622657 (CGTC) Belden & Blake as 11/98 GS-182 THOMPSETT GERRY HOMES #1 & #2 GERRY NURSING 01/25/93 01/25/99 500 HOMES WOLCOTT WOLCOTT 9 WELLS LENAPE N/A 05/30/99 2,000 RESOURCES GS-180 DOVER ROSO2P (EOG J094 available) ARMCO, INC. 11/01/87 06/30/99 11,000 GS-175 GEER STEEL 11/01/88 11/30/99 GS-177 UNION COUNTRY 04/30/92 04/30/02 CLUB GS-152 BB01P BB01P BELDEN BRICK 01/23/84 12/31/96 CO. GS-150 GARAWAY 09/24/89 09/24/01 4,000 SCHOOLS NEW BB01P 5196 (EOG) KOHR VOLUNTEER 11/09/98 12/15/99 3,500 ENERGY FISH J700,A294,J436,H794, J163, K794 VOLUNTEER 11/09/98 12/15/99 2,250
ENERGY DOVER J094 VOLUNTEER 11/09/98 12/15/99 0 ENERGY GS-178 ELLIOTT 5503 J514, H556 NGO 02/15/94 MONTHLY 2,300 GS-178 WILKIN, ARTH, SRO1P NGO 10/01/92 MONTHLY 900 ROBINSON GS-178 BUCKEYE ROS01WL WEST LAFAYETTE NGO 11125/92 MONTHLY 5,500 STREET GS-155 EGGLESTON et al. G547 EAST OHIO GAS 08/15/85 LIFE OF WELL 1,250 GS-176 ROBERTS DURINKA H551, H509 JDS 10/01/98 11/15/99 600 GS-156 ADDY, et al. H383 EAST OHIO GAS 03/04/87 LIFE OF WELL 2,750 GS-174 ROFF J.ROFF #1 727392 (CGTC) INTERSTATE GAS 04/29/96 09/01/99 100 SUPPLY WILLS WILLS SYSTEM 721423 (CGTC) INTERSTATE GAS 1,400 SUPPLY DIORIO ELMO DIORO ELMO #2 719240 (CGTC) INTERSTATE GAS 100 SUPPLY GS-154 GLOD GLOD #1 & #2 ATLAS ENERGY 10/14/84 LIFE OF WELL 250 GS-161 MISC. EOG SHOEBRUNN #1, #2 J018 EAST OHIO GAS 04/28/88 LIFE OF WELL 350 CONTRACTS GS-163 (DAC AIRPORT #1 & #2 H486 EAST OHIO GAS 04/10/87 LIFE OF WELL 500 AQUISITION) GS-166 CLINE-TUSC. #1 G746 EAST OHIO GAS 02/28/86 LIFE OF WELL 450 GS-167 DURDEN, WHERELY D303 EAST OHIO GAS 12/17/84 LIFE OF WELL 950 GS-168 R. SPRING #1 6589 EAST OHIO GAS 09/01/97 LIFE OF WELL 0 GS-169, 170 SIEGENTHALER #1 & #2 J027 EAST OHIO GAS 04/28/88 LIFE OF WELL 300 GS-171, 172 GALBRAITH #1, CONANT #1 EAST OHIO GAS 06/13/88 BONANZA HADDORN, SILER, FRACE, KORN, MB OPERATING 01/23/76 LIFE OF WELL 500 YARGER LIBSON KLEMMAN #1 BELDEN & BLAKE 01/14/97 10/31/99 450 ------------------------------------------------------------------------------------------------------------------------------------
10 AMENDMENT TO GAS PURCHASE AGREEMENT ----------------------------------- THIS AMENDMENT, dated as of February 1, 2001, by and between Atlas Resources Inc., a Pennsylvania corporation, Atlas Energy Group, Inc., an Ohio corporation, and Resource Energy, Inc., a Delaware corporation (hereinafter collectively referred to as "Seller"), and FirstEnergy Services Corp., an assign of Northeast Ohio Gas Marketing, Inc. ("Buyer"); WHEREAS, Buyer and Seller are parties to an Agreement dated March 31, 1999 (the "Agreement"), concerning the sale and purchase of natural gas; and WHEREAS, Viking Resources Corporation ("Viking"), is in the business of developing and producing natural gas from wells in Ohio and Pennsylvania, and recently became an affiliate of Seller; and WHEREAS, Viking is the owner of such natural gas or is the authorized agent for the owner of such natural gas and therefore has the authority to contract for the sale of such natural gas; and WHEREAS, as an inducement for Buyer to establish a Guaranty to Seller from Buyer's parent, FirstEnergy Corp., Viking has offered to sell for itself and those owners for which it is the authorized agent all of the gas produced at the meters identified on Exhibit A attached hereto, and Buyer offered to purchase such natural gas from Viking; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the Seller and Buyer do hereby agree to amend the Agreement to include the purchase and sale of Viking's natural gas production at the meters identified on Exhibit A. This Amendment shall become effective upon execution by the parties. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their corporate signatures by their duly authorized officers as of the day and year first above written. WITNESS: SELLERS: ATLAS RESOURCES, INC. ATLAS ENERGY GROUP, INC. RESOURCE ENERGY, INC. VIKING RESOURCES CORPORATION Michael G. Hartzell Frank P. Carolas --------------------------------- ---------------------------- By: Frank P. Carolas Executive Vice-President WITNESS: BUYER: FIRSTENERGY SERVICES CORP. Karen Johnson Michael A. Senss --------------------------------- ---------------------------- By: EXHIBIT A attached to and made part of the Amendment dated February 1, 2001 between Atlas Resources, Inc., et. al. (Seller) and FirstEnergy Services Corp. (Buyer) Pipeline or LDC Station # Identification TETCO 73133 FAYETTE COUNTY, PA EOG 3545 COOK EOG 3622 REYNOLDS EOG 3695 HOFFMAN MARY L #1 EOG 3711 HOFFMAN MARY L #2 EOG 3727 MOULTON EOG 5498 CUMMINS #3 EOG 5993 KARAS P W #9 EOG 6056 WELLING UN #1 EOG 6350 DEMOSS UNIT #1 EOG 6445 LEE T #1 EOG A498 FAGERT #1 EOG A501 HAIMERL-LOPEZ #2 EOG A632 HENRY R #1 EOG B046 THOMAS #11 EOG B049 VIKING - TCO EOG B088 WALTERS #1 EOG B172 STEPANICK UN #10 EOG B203 KLYN #1 EOG B222 GRAF-GROWERS EOG B330 FRAME #1 EOG B334 ALESSIO #1 EOG B355 HORAK #1 EOG C134 SANDSTROM #1 EOG C161 MORA-HUTINGER #2 EOG C381 GRAF GROWERS #3 EOG C598 HILL 2 EOG C818 BROWN W #1 EOG C826 BOLTZ UNIT #1 EOG D262 JAITE #3 EOG D361 ADVEY JOLES #1 EOG D412 STEPHENS #4 EOG D572 STACHOWSKI EOG D598 GRECH 4 EOG D732 PADULA KANE #2 EOG E101 KRUG #1 EOG E122 SNYDER E I #1 EOG E158 WHITEHOUSE FRUIT FARM EOG E218 TOALSTON #1 EOG E222 BARNETT #2 Page 1 of 3 EXHIBIT A attached to and made part of the Amendment dated February 1, 2001 between Atlas Resources, Inc., et. al. (Seller) and FirstEnergy Services Corp. (Buyer) EOG E334 GREENLEAF / WYMER #1 EOG E336 KIKO #3 EOG E347 CRANE #2 KW EOG E358 CITY OF ALLIANCE EOG E376 HARVEY UNIT #1 EOG E378 KARAS #19 EOG E379 HAISS #2 EOG E384 WOODS #1 EOG E387 BAIN #2D EOG E416 SHINN #2D EOG E417 BANDY #1D EOG E518 VENCE HAISS #1 EOG E520 TACKAS #1 EOG E522 TOMPULIS #2 EOG E598 WEBER UNIT #1 EOG G198 DZURO-KOVACS #1 EOG G348 WILLOUGHBY SYSLO #1 EOG G485 POPADICH #2 EOG G516 MATHEOS #2 EOG G563 PAGERT H UN #3 EOG G564 PUGH C UN #3 EOG G589 FROST J UN #2 EOG G658 WALTERS UNIT #2 EOG G673 MCGEE U #2 EOG G692 BETTIS UN #1 EOG H062 BAKER F #1 EOG H159 FROST JB & AF #1 EOG H193 DUBETZ UN #1 EOG H216 WELLING UNIT #2 EOG H236 SWIGER EOG H244 MATHEOS 3 EOG H252 JOHNSON UNIT #1 EOG H285 USA MCKIBBEN #2 EOG H354 CITY OF ALIANCE 1 EOG H517 KAUFMAN #2 EOG H518 WAYSIDE #1 EOG H546 STACHOWSKI #2 EOG H690 BUCARION UNIT #1 EOG H823 USA / MCKIBBEN UNIT #4 EOG J208 VANMATTER-CUNNINGHAM #2 EOG J212 REBOLD UNIT #1 EOG J213 SCHISLER / USA UNIT #1 EOG J214 BUCARION UNIT #2 EOG J249 AMERITRUST Page 2 of 3 EXHIBIT A attached to and made part of the Amendment dated February 1, 2001 between Atlas Resources, Inc., et. al. (Seller) and FirstEnergy Services Corp. (Buyer) EOG J609 KARAS P W #1 EOG J801 CRUTCHLEY POOL UNIT #1 EOG K024 SCHWARK #2 EOG K111 CITY OF ALIANCE #9 EOG K157 BERLIN RESERVOIR #6D EOG K169 KARAS #18 EOG K170 ELLSWORTH UNIT #3 EOG K171 HENRY #2 EOG K173 SCHMEIDLIN UNIT #1 EOG K246 BERLIN RESERVOIR #21D EOG K252 WALLBROWN #10 EOG K265 MILLER L #2 EOG K306 BERLIN RESERVOIR #18D EOG K315 BERLIN RESERVOIR #22D EOG K396 DVORACEK #1 EOG K401 MATHEWS C J UNIT #1 EOG K429 WALLBROWN #9 EOG K430 BERLIN RESERVOIR #34D EOG K439 MUEHLEINSEN #1 EOG K455 REPICH J & M #2 EOG K458 VIKING - TCO EOG K472 MORRIS P UNIT #2 EOG K530 BERLIN RESERVOIR #31 EOG K542 BERLIN RESERVOIR #35 EOG K544 BERLIN RESERVOIR #2D EOG K599 MICHAEL #2 EOG K660 MWCD #7 EOG K663 CARLISLE UNIT #1 EOG K677 SMITH / STANLEY #1 EOG K718 MWCD #1 EOG K832 BOWLING #1 EOG K833 AHART #1 EOG K909 HORNFECK #1 EOG K934 BEAVER LAND #2 EOG K938 BENNER #1 EOG K939 HUDGENS #1 EOG K960 BIEBER UNIT #1 EOG R037 SPECHT #1 EOG R038 THAYER UNIT #1 EOG R044 STRONG #1 EOG R050 MIKES-MILLER #1 EOG R124 THOMAS #2 EOG R537 ADAMS D&M #1 EOG R538 LANG F #1 Page 3 of 3 ATTACHMENT 1 NFGS Measuring Station Description PSP1130031 AMMANN PSP1129541 BOONE MOUNTAIN PSP1128771 JACKSON CENTER, NFGS PSP1128681 GARVIS STATION PSP1127341 HURTT CS PL00000015 NM POOL 623906 Little Valley 617733 Sugar Grove ATTACHMENT 2 Page 1 EOG Measuring Station Description 3545 COOK 3622 REYNOLDS 3695 HOFFMAN MARY L #1 3711 HOFFMAN MARY L #2 3727 MOULTON 5196 KOHR STATION 5498 CUMMINS #3 5993 KARAS P W #9 6056 WELLING UN #1 6350 DEMOSS UNIT #1 6445 LEE T #1 A294 LITTLE UNIT #1 A444 Harshey Station A451 Weber #4 A498 FAGERT #1 A501 HAIMERL-LOPEZ #2 A532 Davies L & B A632 HENRY R #1 A635 Betts #1 A750 Fabro #1 B046 THOMAS #11 B049 VIKING - TCO B088 WALTERS #1 B141 SOVARY BURKHART #1 B172 STEPANICK UN #10 B203 KLYN #1 B222 GRAF-GROWERS B273 HOLLERAN UNIT #1 B297 VAN HYNING R #4 B299 VAN HYNING H #1 B330 FRAME #1 B334 ALESSIO #1 B355 HORAK #1 B412 Musser #2 C010 Steiner #1 C134 SANDSTROM #1 C161 MORA-HUTINGER #2 C277 CURFMAN #1 C381 GRAF GROWERS #3 C390 BUTCHER #1 C407 EVERETT #2 C472 REAM V ET AL #1 C473 Lemon Unit #1 C598 HILL 2 C787 Butcher F #4 C804 PETRICK #1 C811 Wilhite #2 ATTACHMENT 2 Page 2 EOG Measuring Station Description C818 BROWN W #1 C821 Farris #1 C826 BOLTZ UNIT #1 C855 MIDDLETON BANK #2 D018 PEMBERTON UNIT #1 D140 PETRICK #2 D202 D J & J #1 D256 BELAK #2 D262 JAITE #3 D337 SAPP UNIT #1 D361 ADVEY JOLES #1 D412 STEPHENS #4 D424 RYDECK #1 D481 Jones-Blane D572 STACHOWSKI D598 GRECH 4 D610 Berry Charles A. Unit #1 D732 PADULA KANE #2 D810 L & W Associates #1 E101 KRUG #1 E122 SNYDER E I #1 E158 WHITEHOUSE FRUIT FARM E218 TOALSTON #1 E222 BARNETT #2 E334 GREENLEAF / WYMER #1 E336 KIKO #3 E347 CRANE #2 KW E358 CITY OF ALLIANCE E376 HARVEY UNIT #1 E377 BEAL #1 E378 KARAS #19 E379 HAISS #2 E384 WOODS #1 E387 BAIN #2D E416 SHINN #2D E417 BANDY #1D E518 VENCE HAISS #1 E520 TACKAS #1 E522 TOMPULIS #2 E598 WEBER UNIT #1 E935 MATTMARK WELLS E937 AEP 9-6 E939 AEP WELLS E950 AEP WELLS G198 DZURO-KOVACS #1 G348 WILLOUGHBY SYSLO #1 G485 POPADICH #2 ATTACHMENT 2 Page 3 EOG Measuring Station Description G509 OLD LOW G516 MATHEOS #2 G563 PAGERT H UN #3 G564 PUGH C UN #3 G589 FROST J UN #2 G658 WALTERS UNIT #2 G673 MCGEE U #2 G692 BETTIS UN #1 G712 FISHER #1 H127 MONUS #3 H159 FROST JB & AF #1 H193 DUBETZ UN #1 H216 WELLING UNIT #2 H236 SWIGER H244 MATHEOS 3 H252 JOHNSON UNIT #1 H260 Lermer #2 H285 USA MCKIBBEN #2 H354 CITY OF ALIANCE 1 H474 Smith, Elize #2 H518 WAYSIDE #1 H546 STACHOWSKI #2 H690 BUCARION UNIT #1 H794 Casteel Robert #2 H823 USA / MCKIBBEN UNIT #4 H882 GAFFNEY UNIT #1 J094 Winkler #5 J163 Peters ET AL #1 J180 KING #1 J208 VANMATTER-CUNNINGHAM #2 J212 REBOLD UNIT #1 J213 SCHISLER / USA UNIT #1 J214 BUCARION UNIT #2 J249 AMERITRUST J273 LINT #1 J436 ROSS #2 J609 KARAS P W #1 J700 Smith Unit #5 J801 CRUTCHLEY POOL UNIT #1 K018 SHUSS #8 K024 SCHWARK #2 K111 CITY OF ALIANCE #9 K157 BERLIN RESERVOIR #6D K169 KARAS #18 K170 ELLSWORTH UNIT #3 K171 HENRY #2 K173 SCHMEIDLIN UNIT #1 ATTACHMENT 2 Page 4 EOG Measuring Station Description K204 KNICKERBOCKER #1 K246 BERLIN RESERVOIR #21D K252 WALLBROWN #10 K265 MILLER L #2 K306 BERLIN RESERVOIR #18D K315 BERLIN RESERVOIR #22D K396 DVORACEK #1 K401 MATHEWS C J UNIT #1 K429 WALLBROWN #9 K430 BERLIN RESERVOIR #34D K439 MUEHLEINSEN #1 K455 REPICH J & M #2 K458 VIKING - TCO K472 MORRIS P UNIT #2 K530 BERLIN RESERVOIR #31 K542 BERLIN RESERVOIR #35 K544 BERLIN RESERVOIR #2D K599 MICHAEL #2 K660 MWCD #7 K663 CARLISLE UNIT #1 K677 SMITH / STANLEY #1 K718 MWCD #1 K758 HUBBARD STATION K794 Miller-Addy #1 K832 BOWLING #1 K833 AHART #1 K909 HORNFECK #1 K934 BEAVER LAND #2 K938 BENNER #1 K939 HUDGENS #1 K960 BIEBER UNIT #1 K962 Kihler #1 R037 SPECHT #1 R038 THAYER UNIT #1 R044 STRONG #1 R050 MIKES-MILLER #1 R065 CARVER #1 R066 SAPP UNIT #2 R107 ERNEST #2 R124 THOMAS #2 R141 EVERETT #1 R261 FOLK #1 R537 ADAMS D&M #1 R538 LANG F #1 [GRAPHIC OMITTED] ATTACHMENT 3 PNG Measuring Station Description 8192 FELIX #1 8218 COULTER 9275 GROVE CITY MALL 9346 FELIX #2 9518 CARUSO 9627 PNG WEST / EWIG ATTACHMENT 4 TCO Measuring Station Description 718439 Lordstown-Adam 718626 Lordstown-Koch 720294 Newton Falls ATTACHMENT 5 NFGD Measuring Station Description PDP1127411 WHEATLAND DEHY PDP1222781 SCHUSTER PDP1226731 SHIPTON