EXHIBIT
10-10
THIS
AMENDMENT (this “ Amendment ”) is
made as of October 25, 2005, among Atlas Pipeline Partners,
L.P., a Delaware limited partnership, and Atlas Pipeline Operating
Partnership, L.P., a Delaware limited partnership (collectively,
“ Gatherer ”), Atlas America, Inc., a
Delaware corporation (“ Atlas America ”),
Resource Energy, Inc., a Delaware corporation (“
Resource Energy ”), Viking Resources
Corporation, a Pennsylvania corporation ( “ Viking
Resources ”), Atlas Noble Corp., a Delaware
corporation (“ Atlas Noble ”) and Atlas
Resources, Inc., a Pennsylvania corporation (“ Atlas
Resources ” and collectively with Atlas America,
Resource Energy, Viking Resources and Atlas Noble, “
Shipper ”).
A. Gatherer
and Atlas America, Resource Energy and Viking Resources are parties
to the Master Natural Gas Gathering Agreement dated
February 2, 2000 (the “ February 2000
Agreement ”) and desire to amend the same in
accordance with the terms hereof.
B. Gatherer
and Atlas Resources, Atlas Noble, Resource Energy and Viking
Resources are parties to the Natural Gas Gathering Agreement dated
January 1, 2002 (the “ January 2002
Agreement ”) and desire to amend the same in
accordance with the terms hereof.
C. Shipper
intends to enter into financial hedging arrangements with respect
to some or all of the Shipper’s Gas (as defined in the
February 2000 Agreement and the January 2002 Agreement)
and Gatherer desires to have the right to participate in such
arrangements.
NOW,
THEREFORE , in consideration of the premises, and the mutual
cove
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