Exhibit 10(e)
GAS PURCHASE AGREEMENT DATED MARCH 31, 0000
XXXXXXX XXXXXXXXX XXXX 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
X.X. Xxx 000, Xxxxxxxxx, Xxxx 00000-0000 and Atlas Energy Group, Inc., an Ohio
corporation, Atlas Resources, Inc., a Pennsylvania corporation and Resource
Energy, Inc., a Delaware corporation (collectively "Seller"), of 000 Xxxxxx
Xxxx, X.X. Xxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
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 xxxxx 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
xxxxx, 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 Xxxxxx
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 Xxxxxx 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 xxxxx 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 xxxxx 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: 000 Xxxxxx Xxxx, X.X. Xxx 000,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000. Invoices shall be delivered to Buyer at: X.X.
Xxx 000, Xxxxxxxxx, Xxxx 00000-0000. 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
000 Xxxxxx Xxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Buyer: Northeast Ohio Gas Marketing, Inc.
Attn: Contract Administrator
X.X. Xxx 000
Xxxxxxxxx, Xxxx 00000-0000
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 xxxxx 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 Xxxxxxx 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 XxXxxx
------------------------------------ ---------------------------------
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: Xxxx X Xxxxx
------------------------------------ ---------------------------------
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 Xxxxx and/or Stations Purchaser Contract (including Volume
--- ------ --------------------- --------- -------- Amendments) ------
------------------------------------------------------------------------------------------------------------------------------------
XX-000 XXXX-XXXXXXXX XXXXXXXX 0000 EAST OHIO GAS 12/31/69 LIFE OF WELL 6,000
GS-015 TUSC-XXXXXXXX WASH-FREEPORT G509 EAST OHIO GAS 11/18/85 ANNUAL 9,000
TUSC-XXXXXXXX TUSC. D J880 EAST OHIO GAS N/A LIFE OF WELL 2,700
XX-000 XX XXXXXX XXXX XXXX 000000 (XXX) VOLUNTEER 11/01/94 11/01/99 4,500
ENERGY
GS-044 XXXXXX 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
XX-000 XX XX XXXX X000(XXX) XXXXXXXX 01/24/95 MONTHLY 2,000
ENERGY (WINTER)
XX-000 XXXX-XXXXXXXX XXXX. X XXXXX J273 PIEDMONT GAS 01/26/95 01/26/00 1,000
Co. (WINTER)
GS-033 TUSC.-XXXX; TUSC. D; XXXXX XXXXX J273; BB01P PIEDMONT GAS 00/00/00 XXXXXXX
XX00X Xx.
XX-000 TUSC.-XXXXXXXX EOG STATIONS 444,J273,K018 VOLUNTEER 04/01/95 10/01/99 40,000
ENERGY
WEST-HANOVER C277 & H474 VOLUNTEER
ENERGY
XXXXXX XXXXXX X000, X000, et al. VOLUNTEER
ENERGY
LIBERTY A451 VOLUNTEER
ENERGY
XXXXXX K962 VOLUNTEER
ENERGY
XX-000 XXXX-XXXXXXX 0 XXXXX X000 EAST OHIO GAS 01/22/85 LIFE OF WELL 1,000
XX-000, 000 XXXX-XXXXXXX 0 XXXXX X000, X000 XXXX OHIO GAS 3/5/86, 11/21/85 LIFE OF WELL 1,750
GS-020, WEST-HANOVER 11 XXXXX J826 EAST OHIO GAS 5/6/87,5/27/87 LIFE OF WELL 2,400
021,023
GS-014 XXXXX(EOG) X. XXXXX #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. XXXXXXX via Xxxxxx & Xxxxx XXXXXX & XXXXX 07/14/89 MONTHLY 300
(NFG)
MB-SUGAR SUGAR AMI MB OPERATING 01/13/98 03/15/00 45,000
CREEK (via Volunteer
Energy)
XX-000 XXXXXXXXX XXX-XX 000000 (XXXX) XXXXX NATURAL 02/01/98 Monthly with 20,000
GAS Trigger option
OAG 621929 (CGTC)
AREA #1 622657 (CGTC) Xxxxxx & Blake as
00/00
XX-000 XXXXXXXXX XXXXX HOMES #1 & #2 XXXXX NURSING 01/25/93 01/25/99 500
HOMES
XXXXXXX XXXXXXX 9 XXXXX 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
XX-000 XXXX STEEL 11/01/88 11/30/99
GS-177 UNION COUNTRY 04/30/92 00/00/00
XXXX
XX-000 XX00X XX00X XXXXXX BRICK 01/23/84 12/31/96
CO.
GS-150 GARAWAY 09/24/89 09/24/01 4,000
SCHOOLS
NEW BB01P 5196 (EOG) XXXX 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 XXXXXXX 5503 J514, H556 NGO 02/15/94 MONTHLY 2,300
GS-178 WILKIN, ARTH, SRO1P NGO 10/01/92 MONTHLY 900
XXXXXXXX
XX-178 BUCKEYE ROS01WL WEST XXXXXXXXX XXX 11125/92 MONTHLY 5,500
XXXXXX
XX-000 XXXXXXXXX et al. G547 EAST OHIO GAS 08/15/85 LIFE OF WELL 1,250
XX-000 XXXXXXX XXXXXXX X000, X000 XXX 10/01/98 11/15/99 000
XX-000 ADDY, et al. H383 EAST OHIO GAS 03/04/87 LIFE OF WELL 2,750
XX-000 XXXX X.XXXX #0 000000 (XXXX) XXXXXXXXXX GAS 04/29/96 09/01/99 100
SUPPLY
XXXXX XXXXX SYSTEM 721423 (CGTC) INTERSTATE GAS 1,400
SUPPLY
XXXXXX XXXX XXXXX XXXX #2 719240 (CGTC) INTERSTATE GAS 100
SUPPLY
GS-154 XXXX XXXX #1 & #2 ATLAS ENERGY 10/14/84 LIFE OF WELL 000
XX-000 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 XXXXX-TUSC. #1 G746 EAST OHIO GAS 02/28/86 LIFE OF WELL 000
XX-000 XXXXXX, WHERELY D303 EAST OHIO GAS 12/17/84 LIFE OF WELL 000
XX-000 R. SPRING #1 6589 EAST OHIO GAS 09/01/97 LIFE OF WELL 0
XX-000, 000 XXXXXXXXXXXX #1 & #2 J027 EAST OHIO GAS 04/28/88 LIFE OF WELL 300
GS-171, 000 XXXXXXXXX #0, XXXXXX #0 XXXX XXXX GAS 06/13/88
BONANZA HADDORN, SILER, FRACE, KORN, MB OPERATING 01/23/76 LIFE OF WELL 500
XXXXXX
XXXXXX KLEMMAN #1 XXXXXX & BLAKE 01/14/97 10/31/99 450
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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 xxxxx 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
Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
--------------------------------- ----------------------------
By: Xxxxx X. Xxxxxxx
Executive Vice-President
WITNESS: BUYER: FIRSTENERGY SERVICES CORP.
Xxxxx Xxxxxxx Xxxxxxx X. Xxxxx
--------------------------------- ----------------------------
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 XXX Xxxxxxx # Xxxxxxxxxxxxxx
XXXXX 00000 XXXXXXX XXXXXX, XX
EOG 3545 XXXX
EOG 3622 XXXXXXXX
EOG 3695 XXXXXXX XXXX L #1
EOG 3711 XXXXXXX XXXX L #2
EOG 3727 XXXXXXX
EOG 5498 CUMMINS #3
EOG 5993 XXXXX X X #9
EOG 6056 WELLING UN #1
EOG 6350 XXXXXX UNIT #1
EOG 6445 XXX T #1
EOG A498 XXXXXX #1
EOG A501 XXXXXXX-XXXXX #2
EOG A632 XXXXX R #1
EOG B046 XXXXXX #11
EOG B049 VIKING - TCO
EOG B088 XXXXXXX #1
EOG B172 XXXXXXXXX UN #10
EOG B203 XXXX #1
EOG B222 XXXX-GROWERS
EOG B330 FRAME #1
EOG B334 ALESSIO #1
EOG B355 XXXXX #1
EOG C134 XXXXXXXXX #1
EOG C161 XXXX-XXXXXXXX #2
EOG C381 XXXX GROWERS #3
EOG C598 HILL 2
EOG C818 XXXXX W #1
EOG C826 XXXXX UNIT #1
EOG D262 JAITE #3
EOG D361 XXXXX XXXXX #1
EOG D412 XXXXXXXX #4
EOG D572 XXXXXXXXXX
EOG D598 XXXXX 4
EOG D732 XXXXXX XXXX #2
EOG E101 XXXX #1
EOG E122 XXXXXX X X #1
EOG E158 WHITEHOUSE FRUIT FARM
EOG E218 XXXXXXXX #1
EOG E222 XXXXXXX #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 X000 XXXXXXXXX / XXXXX #0
EOG E336 KIKO #3
EOG E347 CRANE #2 KW
EOG E358 CITY OF ALLIANCE
EOG E376 XXXXXX UNIT #1
EOG E378 XXXXX #19
EOG E379 XXXXX #2
EOG E384 XXXXX #1
EOG E387 XXXX #2D
EOG E416 XXXXX #2D
EOG E417 XXXXX #1D
EOG E518 XXXXX XXXXX #1
EOG E520 TACKAS #1
EOG E522 TOMPULIS #2
EOG E598 XXXXX XXXX #0
XXX X000 XXXXX-XXXXXX #0
EOG G348 XXXXXXXXXX XXXXX #1
EOG G485 XXXXXXXX #2
EOG G516 MATHEOS #2
EOG G563 PAGERT H UN #3
EOG G564 XXXX C UN #3
EOG G589 FROST J UN #2
EOG G658 XXXXXXX UNIT #2
EOG G673 XXXXX U #2
EOG G692 XXXXXX UN #1
EOG H062 XXXXX F #1
EOG H159 XXXXX XX & AF #1
EOG H193 XXXXXX UN #1
EOG H216 WELLING UNIT #2
EOG H236 XXXXXX
EOG H244 MATHEOS 3
EOG H252 XXXXXXX UNIT #1
EOG H285 USA XXXXXXXX #2
EOG H354 CITY OF ALIANCE 1
EOG H517 XXXXXXX #2
EOG H518 WAYSIDE #1
EOG H546 XXXXXXXXXX #0
XXX X000 XXXXXXXX XXXX #0
XXX X000 XXX / XXXXXXXX UNIT #4
EOG J208 XXXXXXXXX-XXXXXXXXXX #2
EOG J212 XXXXXX UNIT #1
EOG J213 XXXXXXXX / USA XXXX #0
XXX X000 XXXXXXXX XXXX #0
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 XXXXX X X #1
EOG J801 XXXXXXXXX POOL UNIT #1
EOG K024 XXXXXXX #2
EOG K111 CITY OF ALIANCE #9
EOG K157 BERLIN RESERVOIR #6D
EOG K169 XXXXX #18
EOG K170 XXXXXXXXX UNIT #3
EOG K171 XXXXX #2
EOG K173 SCHMEIDLIN XXXX #0
XXX X000 XXXXXX XXXXXXXXX #00X
EOG K252 XXXXXXXXX #10
EOG K265 XXXXXX L #2
EOG K306 BERLIN RESERVOIR #18D
EOG K315 BERLIN RESERVOIR #22D
EOG K396 XXXXXXXX #1
EOG K401 XXXXXXX X X UNIT #1
EOG K429 XXXXXXXXX #9
EOG K430 BERLIN RESERVOIR #34D
EOG K439 MUEHLEINSEN #1
EOG K455 REPICH J & M #2
EOG K458 VIKING - TCO
EOG K472 XXXXXX P UNIT #2
EOG K530 BERLIN RESERVOIR #31
EOG K542 BERLIN RESERVOIR #35
EOG K544 BERLIN RESERVOIR #2D
EOG K599 XXXXXXX #2
EOG K660 MWCD #7
EOG K663 CARLISLE UNIT #1
EOG K677 XXXXX / XXXXXXX #1
EOG K718 MWCD #1
EOG K832 BOWLING #1
EOG K833 XXXXX #1
EOG K909 XXXXXXXX #1
EOG K934 BEAVER LAND #2
EOG K938 XXXXXX #1
EOG K939 HUDGENS #1
EOG K960 BIEBER UNIT #1
EOG R037 XXXXXX #1
EOG R038 XXXXXX UNIT #1
EOG R044 STRONG #1
EOG R050 XXXXX-XXXXXX #1
EOG R124 XXXXXX #2
EOG R537 XXXXX D&M #1
EOG R538 LANG F #1
Page 3 of 3
ATTACHMENT 1
NFGS
Measuring Station Description
PSP1130031 XXXXXX
PSP1129541 XXXXX MOUNTAIN
PSP1128771 XXXXXXX CENTER, NFGS
PSP1128681 XXXXXX STATION
PSP1127341 XXXXX XX
PL00000015 NM POOL
000000 Xxxxxx Xxxxxx
000000 Xxxxx Xxxxx
ATTACHMENT 2 Page 1
EOG
Measuring Station Description
3545 XXXX
3622 XXXXXXXX
3695 XXXXXXX XXXX L #1
3711 XXXXXXX XXXX L #2
3727 XXXXXXX
5196 XXXX STATION
5498 CUMMINS #0
0000 XXXXX X X #0
0000 XXXXXXX UN #1
6350 XXXXXX UNIT #1
6445 XXX T #1
A294 LITTLE UNIT #1
A444 Xxxxxxx Station
A451 Xxxxx #4
A498 XXXXXX #1
A501 XXXXXXX-XXXXX #2
A532 Davies L & B
X000 XXXXX X #0
X000 Xxxxx #0
A750 Xxxxx #1
B046 XXXXXX #11
B049 VIKING - TCO
B088 XXXXXXX #1
B141 SOVARY XXXXXXXX #1
B172 XXXXXXXXX UN #10
B203 XXXX #1
B222 XXXX-GROWERS
B273 XXXXXXXX UNIT #1
B297 VAN HYNING R #4
B299 VAN HYNING H #1
B330 FRAME #1
X000 XXXXXXX #0
X000 XXXXX #1
B412 Xxxxxx #2
X000 Xxxxxxx #0
X000 XXXXXXXXX #0
C161 XXXX-XXXXXXXX #2
C277 XXXXXXX #1
C381 XXXX GROWERS #3
C390 BUTCHER #1
C407 XXXXXXX #2
C472 XXXX V ET AL #0
X000 Xxxxx Xxxx #0
X000 XXXX 2
C787 Butcher F #4
C804 XXXXXXX #1
C811 Xxxxxxx #2
ATTACHMENT 2 Page 2
EOG
Measuring Station Description
C818 XXXXX W #1
C821 Xxxxxx #1
C826 XXXXX XXXX #0
X000 XXXXXXXXX XXXX #0
D018 PEMBERTON UNIT #1
D140 XXXXXXX #2
X000 X X & X #0
X000 XXXXX #0
D262 JAITE #3
D337 XXXX UNIT #1
D361 XXXXX XXXXX #1
D412 XXXXXXXX #4
D424 RYDECK #1
D481 Xxxxx-Xxxxx
D572 XXXXXXXXXX
D598 XXXXX 4
D610 Xxxxx Xxxxxxx A. Xxxx #0
X000 XXXXXX XXXX #0
D810 L & W Associates #1
E101 XXXX #1
E122 XXXXXX X X #1
X000 XXXXXXXXXX XXXXX XXXX
X000 XXXXXXXX #1
X000 XXXXXXX #0
X000 XXXXXXXXX / XXXXX #1
E336 KIKO #3
X000 XXXXX #0 XX
X000 XXXX XX ALLIANCE
E376 XXXXXX XXXX #0
X000 XXXX #0
X000 XXXXX #00
E379 XXXXX #2
E384 XXXXX #1
E387 XXXX #2D
E416 XXXXX #2D
E417 XXXXX #1D
E518 XXXXX XXXXX #1
E520 TACKAS #1
E522 TOMPULIS #2
E598 XXXXX UNIT #1
E935 MATTMARK XXXXX
E937 AEP 9-6
E939 AEP XXXXX
E950 AEP XXXXX
X000 XXXXX-XXXXXX #0
X000 XXXXXXXXXX XXXXX #1
X000 XXXXXXXX #0
XXXXXXXXXX 2 Page 3
EOG
Measuring Station Description
G509 OLD LOW
G516 MATHEOS #2
G563 PAGERT H UN #3
G564 XXXX C UN #3
G589 FROST J UN #2
G658 XXXXXXX UNIT #2
G673 XXXXX U #2
G692 XXXXXX UN #1
G712 XXXXXX #1
H127 MONUS #3
H159 XXXXX XX & AF #1
H193 XXXXXX UN #1
X000 XXXXXXX XXXX #0
X000 XXXXXX
H244 MATHEOS 3
H252 XXXXXXX XXXX #0
X000 Xxxxxx #0
H285 USA XXXXXXXX #2
X000 XXXX XX XXXXXXX 0
X000 Xxxxx, Xxxxx #2
X000 XXXXXXX #0
X000 XXXXXXXXXX #0
H690 BUCARION XXXX #0
X000 Xxxxxxx Xxxxxx #0
X000 XXX / XXXXXXXX XXXX #0
X000 XXXXXXX XXXX #0
J094 Xxxxxxx #5
J163 Xxxxxx ET AL #1
J180 KING #1
J208 XXXXXXXXX-XXXXXXXXXX #0
X000 XXXXXX XXXX #0
X000 XXXXXXXX / XXX XXXX #0
X000 XXXXXXXX XXXX #0
J249 AMERITRUST
J273 LINT #1
J436 XXXX #2
J609 XXXXX X X #1
J700 Xxxxx Xxxx #0
X000 XXXXXXXXX XXXX XXXX #0
K018 XXXXX #8
K024 XXXXXXX #2
K111 CITY OF ALIANCE #9
K157 BERLIN RESERVOIR #6D
K169 XXXXX #18
K170 XXXXXXXXX XXXX #0
X000 XXXXX #0
K173 SCHMEIDLIN UNIT #1
ATTACHMENT 2 Page 4
EOG
Measuring Station Description
K204 XXXXXXXXXXXXX #1
K246 BERLIN RESERVOIR #21D
K252 XXXXXXXXX #10
K265 XXXXXX L #2
K306 BERLIN RESERVOIR #18D
K315 BERLIN RESERVOIR #22D
K396 XXXXXXXX #1
K401 XXXXXXX X X UNIT #1
K429 XXXXXXXXX #9
K430 BERLIN RESERVOIR #34D
K439 MUEHLEINSEN #1
K455 REPICH J & M #2
K458 VIKING - TCO
K472 XXXXXX P XXXX #0
X000 XXXXXX XXXXXXXXX #00
K542 BERLIN RESERVOIR #35
K544 BERLIN RESERVOIR #2D
K599 XXXXXXX #2
K660 MWCD #7
K663 CARLISLE XXXX #0
X000 XXXXX / XXXXXXX #0
K718 MWCD #1
K758 XXXXXXX STATION
K794 Xxxxxx-Xxxx #1
K832 BOWLING #1
K833 XXXXX #1
K909 XXXXXXXX #1
K934 BEAVER LAND #2
K938 XXXXXX #1
K939 HUDGENS #1
K960 BIEBER UNIT #1
K962 Kihler #1
R037 XXXXXX #1
R038 XXXXXX UNIT #1
R044 STRONG #1
R050 XXXXX-XXXXXX #1
R065 XXXXXX #1
R066 XXXX UNIT #2
R107 XXXXXX #2
R124 XXXXXX #2
R141 XXXXXXX #1
R261 FOLK #1
R537 XXXXX D&M #1
R538 LANG F #1
[GRAPHIC OMITTED]
ATTACHMENT 3
PNG
Measuring Station Description
8192 XXXXX #1
8218 XXXXXXX
9275 GROVE CITY MALL
9346 XXXXX #2
9518 XXXXXX
9627 PNG WEST / XXXX
ATTACHMENT 4
TCO
Measuring Station Description
718439 Lordstown-Xxxx
718626 Lordstown-Xxxx
000000 Xxxxxx Xxxxx
ATTACHMENT 5
NFGD
Measuring Station Description
PDP1127411 WHEATLAND DEHY
PDP1222781 XXXXXXXX
PDP1226731 SHIPTON
