Prepared and Filed by St Ives Financial






Exhibit 10(h)(3)


THIRD AMENDMENT TO BASE CONTRACT FOR SALE AND 


PURCHASE OF NATURAL GAS
















THIRD
      AMENDMENT TO 

    BASE
      GAS PURCHASE AGREEMENT

    


    This
      Third Amendment to the Gas Purchase Agreement (this “Amendment”)
      is
      made and entered into on January 5,
      2007 to
      be effective as of December 18, 2006 (the “Effective
      Date”)
      by and
      among Atlas America, Inc. (into which Atlas Energy Group, Inc. was previously
      merged) (“Atlas
      DE”),
      Viking Resources, LLC (f/k/a Viking Resources Corporation) (“Viking”).
      Atlas
      Resources, LLC (f/k/a Atlas Resources, Inc.) (“Atlas
      Resources”),
      Resource Energy, LLC (f/k/a Resource Energy, Inc.) (“Resource
      Energy”
and
      together with Viking and Atlas Resources, the “ATN
      Subsidiaries”),
      and
      Hess Corporation (“Hess”).
      This
      Amendment modifies, supplements, forms part of, and amends that certain Gas
      Purchase Agreement with FirstEnergy Solutions Corp. dated as of March 31, 1999
      (the “1999 Agreement”), as amended on February 1, 2001 (the “2001 Amendment”)
      and on July 16, 2003 (the “2003 Amendment”), and assigned to Hess by that
      Assignment of Transactions dated April 1, 2005 (the “2005 Assignment”)
      (collectively, the “Base
      Contract”).
      Capitalized terms used in this Amendment that are not herein defined will have
      the meanings ascribed to them in the Base Contract. In the event of a conflict
      between the terms of this Amendment and the Base Contract, the terms of this
      Amendment shall apply.

    


    WHEREAS,
      Atlas DE and the ATN Subsidiaries collectively constitute the Seller under
      the
      Base Contract;

    


    WHEREAS,
      Atlas DE has transferred all of its natural gas and oil production and
      development assets to Atlas Energy Resources, LLC (“ATN”)
      and
      its subsidiaries in connection with the initial public offering of ATN and
      Atlas
      DE wishes to be released from its rights, duties and interests under the Base
      Contract as of the Effective Date, and Hess has agreed to such a release,
      provided that the ATN Subsidiaries remain jointly and severally liable for
      all
      obligations of Seller under the Base Contract;

    


    NOW,
      THEREFORE, for and in consideration of the premises and mutual covenants herein
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, and intending to be bound hereby the Parties
      hereby agree as follows;

    


    I.
      WAIVER AND CONFIRMATION OF CONTINUING JOINT AND SEVERAL 

    LIABILITY
      OF THE ATN SUBSIDIARIES

    


    1.1
      Waiver.
      Effective as of the Effective Date, Atlas DE does hereby waive all of its right,
      title and interest in and to the Base Contract and all transactions thereunder,
      such waiver to constitute the inurement of the same to the exclusive benefit
      of
      the ATN Subsidiaries.

    


    1.2
      Confirmation
      of Joint and Several Liability.
      The ATN
      Subsidiaries, shall, as of the Effective Date, be the remaining parties that
      collectively constitute the Seller under the Base Contract. For the avoidance
      of
      doubt, the ATN Subsidiaries hereby confirm the joint and several nature of
      their
      obligations as Seller under the Base Contract and all transactions thereunder,
      including in respect of any obligations incurred by Atlas DE under the Base
      Contract and any transactions thereunder. Such obligations include those to
      pay,
      discharge or perform, as appropriate, the Base Contract and all transactions
      thereunder, such Base Contract constituting, for
      the
      avoidance of any doubt, the joint and several debts, liabilities and obligations
      of the ATN Subsidiaries, from and after the Effective Date.

     













1.3 Release
      and Discharge.
      Upon
      the Effective Date, Atlas DE will be released from any liability or obligation
      under the Base Contract and any transaction thereunder, that arises or accrues
      after the Effective Date.

    


    1.4 Consent
      to Release.
      Hess
      consents to the release described in Section 1.4. Further, Hess hereby releases
      and agrees to the cancellation of (i) the Guaranty of Trading Obligations,
      dated
      October 20, 2005, from Atlas DE and (ii) the commercial letter of credit in
      the
      amount of $1,000,000 deposited with Hess.

    


    1.5 Billing
      and Payment.
      Amounts
      due from Buyer for the calendar month December 2006 and thereafter shall be
      remitted to Atlas Energy Operating Company, LLC, as agent for
      Seller.


    


    II.
      AMENDMENTS TO THE 1999 AGREEMENT

    


    2.1
      Section
      10. NOTICES.
      Section
      10 shall be deleted in its entirety and replaced with the following in lieu
      thereof:

    


    “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
      effective upon receipt if sent by express courier or mailed, postage prepaid,
      to
      the parties at the address set forth below, provided that confirmations and
      invoices may be sent via facsimile:

    


    
      	
              Seller:
                

            	
              Atlas
                Resources, LLC 

              Resource
                Energy, LLC 

              Viking
                Resources, LLC 

              c/o
                Atlas Energy Operating Company, LLC 

              Attn:
                Michael Brecko 

              311
                Rouser Road 

              P.O.
                Box 611 

              Moon
                Township. Pennsylvania 15108

            
	 	 
	
              Buyer:
                

            	
              HESS
                CORPORATION 

              One
                Hess Plaza

              Woodbridge,
                New Jersey 07095 

              Attention:
                Middle Office 

              Telephone:
                (732)750-6417 

              Facsimile:
                (732) 509-0502

            


    

     

    With
      an
      additional copy of any notice of a potential event of default or an event of
      default to the following:

      

       
        	
              	
              HESS
                  CORPORATION

                1185
                  Avenue of the Americas

                New
                  York, NY 10036

                Attention:
                  Vice President, Chief Risk Officer


          Telephone:
            (212)536-8252

              


      

    

     



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2.2 Section
      15. COMPLETE AGREEMENT.
      Section
      15 shall be deleted in its entirety and replaced with the following in lieu
      thereof:

    


    “15.
      COMPLETE AGREEMENT:
      This
      Agreement sets forth the entire understanding and agreement between the parties
      as to matters covered herein and supersedes any other prior understanding,
      agreement or statement (written or oral) between the parties as to matters
      covered herein.”

    


    2.3 Financial
      Responsibility.
      The
      following shall be added as a new Section 16:

    


    “16.
      FINANCIAL RESPONSIBILITY.

    


    
      	
            	(A)	
              In
                the event either party shall:

            


    

    


    
      	 	
              (i)

            	
              Make
                an assignment or any general arrangement for the benefit of
                creditors;

            


    

    


    
      	 	
              (ii)

            	
              Fail
                to perform a payment or delivery obligation to the other party on
                or
                before the second Business Day following the date written notice
                is
                received;

            


    

    


    
      	 	
              (iii)

            	
              Fail
                to provide adequate assurance of its ability to perform all of its
                outstanding obligations hereunder on or before the second Business
                Day
                after a request for such assurance is made by the other party when
                such
                party has reasonable grounds for
                insecurity;

            


    

    


    
      	 	
              (iv)

            	
              File
                a petition or otherwise commence, authorize, or acquiesce in the
                commencement of a proceeding or cause under any bankruptcy or similar
                law
                for the protection of creditors or have such petition filed or proceeding
                commenced against it;

            


    

    


    
      	 	
              (v)

            	
              Otherwise
                become bankrupt or insolvent (however evidenced);
                

            


    

    


    
      	 	
              (vi)

            	
              Become
                unable to pay its debts as they fall due;
                or

            


    

    


    
      	 	
              (vii)

            	
              Fail
                to perform any other material covenant or obligation set forth in
                this
                Agreement and not expressly covered by this Section, if such failure
                is
                not remedied within three (3) Business Days after written
                notice;

            


    

    


    then
      such
      event shall constitute an Event of Default.

    


    
      	 	
              (B)

            	
              Upon
                the occurrence of an Event of Default, the other party (the
                “Non-Defaulting Party”) shall have the right to either withhold and/or
                suspendpayments or the making or receiving of deliveries, or terminate
                the
                Agreement, in addition to any and all other remedies available under
                the
                Agreement.

            


    

    




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              (C)

            	
              Each
                party reserves to itself all rights, set-offs, counterclaims, and
                other
                defenses that it is or may be entitled to arising from or out of
                the
                Agreement.

            


    

     

    
      	 	
              (D)

            	
              In
                the event that the Non-Defaulting Party terminates this Agreement
                pursuant
                to this Article, the Non-Defaulting Party shall have the right to
                designate an early termination date (“Early Termination Date”) as any date
                on or after the event of default under this Article. Upon the Early
                Termination Date, the Non-Defaulting Party shall have the right to
                liquidate all Transactions under this Agreement (including any portion
                of
                a Transaction not yet fully delivered) then outstanding
                by:

            


    

    


    
      	 	
              (i)
                

            	
              Closing
                out each Transaction being liquidated at its Market Value, as defined
                below, so that each such Transaction is canceled and a settlement
                payment
                in an amount equal to the difference between such Market Value and
                the
                Contract Value, as defined below, of such Transaction shall be due
                to the
                Buyer under the Transaction if such Market Value exceeds the Contract
                Value and to the Seller if the opposite is the case, in each case
                discounted, where appropriate, to present value in a commercially
                reasonable manner as of the Early Termination Date;
                and

            


    

    


    
      	 	
              (ii)
                

            	
              Setting
                off or aggregating, as appropriate, any or all settlement payments
                (discounted as appropriate) and (at the election of the non-defaulting
                party) any or all other amounts owing between the parties under this
                Agreement, as well as under any other agreement between the parties,
                so
                that all such amounts are aggregated and/or netted to a single liquidated
                amount payable by one party to the other. The net amount due any
                such
                liquidation shall be paid by the close of business on the Business
                Day
                following the Early Termination
                Date.

            


    

    


    For
      these
      purposes, “Contract Value” means the amount of the Gas remaining to be delivered
      or purchased under a Transaction multiplied by the Commodity Charge, and “Market
      Value” means the amount of Gas remaining to be delivered or purchased under a
      Transaction multiplied by the Replacement Price. For purposes of this Article,
      “Replacement Price” means the relevant market price for the remaining term
      either quoted by a bona fide third party offer or which are reasonably expected
      to be available in the market under a replacement contract for such Transaction.
      The Non-Defaulting Party may consider, among other valuations any or all of
      the
      settlement prices of NYMEX Gas futures contracts, quotations from leading
      dealers in gas swap contracts and other bona fide third party
      offers.

     



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              (E)

            	
              Except
                as provided in this Agreement, neither party shall be responsible
                for
                punitive, incidental, special or consequential
                damages.

            


    

    


    
      	 	
              (F)

            	
              The
                parties agree that a Transaction under this Article shall constitute
                a
                “forward contract” within the meaning of the United States Bankruptcy
                Code.

            


    

    


    
      	 	
              (G)

            	
              The
                Non-Defaulting Party shall give notice that liquidation pursuant
                to this
                Article has occurred to the defaulting party no later than the Business
                Day following such liquidation, provided that failure to give such
                notice
                shall not affect the validity or enforceability of the liquidation
                or give
                rise to any claim by the defaulting party against the non-defaulting
                party.

            


    

    


    
      	 	
              (H)
                

            	
              In
                addition to all other amounts payable hereunder, the Defaulting Party
                shall reimburse the Non-Defaulting Party, on demand, for reasonable
                out-of-pocket expenses, including, without limitation, attorneys'
                fees and
                expenses incurred by the other party during the occurrence and
                continuation of an Event of Default in connection with the enforcement
                or
                the preservation of its rights in respect hereof, together with interest
                on any unpaid amount at the rate specified in Section 6 of this
                Agreement.

            


    

    


    2.4 Business
      Day.
      The
      following shall be added as a new Section 17;

    


    “17.
      “BUSINESS DAY”
shall
      mean any day except Saturday, Sunday or Federal Reserve Bank
      holidays.”

    


    2.5 Payment
      Netting.
      The
      following shall be added as a new Section 18:

    


    “18.
      PAYMENT NETTING.
      If on
      any date any amounts would otherwise be payable in the same currency in respect
      of any Transactions by each Party to the other, then, on such date, each Party's
      obligation to make payment of any such amount will be automatically satisfied
      and discharged and, if the aggregate amount that would otherwise have been
      payable by one party exceeds the aggregate amount that would otherwise have
      been
      payable by the other party, replaced by an obligation upon the party by whom
      the
      larger aggregate amount would have been payable to pay to the other party the
      excess of the larger aggregate amount over the smaller aggregate
      amount.”

    


    III.
      AMENDMENTS TO THE 2003 AMENDMENT

    


    3.1
      Sections 2 and 3, Exhibit A and Annexes 1 and 2 thereto shall be deleted in
      their entirety.

    


    IV.
      MISCELLANEOUS

    


    4.1
      Warranties.
      Each
      Party represents and warrants to the others that it has the corporate authority
      to execute, deliver and perform this Amendment and has taken all actions
      necessary to secure all necessary approvals required to be secured in connection
      therewith. The execution,
      delivery and performance of this Amendment and the Base Contract have been
      duly
      authorized by all necessary corporate action.

     



5









4.2  No
      Third Party Benefit.
      Nothing
      contained in this Amendment, express or implied, is intended to or shall be
      construed to confer upon or give any person, firm, or corporation, other than
      the Parties and their respective permitted successors and assigns, any remedy
      or
      claim under, or by reason of, this Amendment, or any term, covenant or condition
      hereof. All conditions, promises and agreements contained in this Amendment
      shall be for the sole and exclusive benefit of the Parties and their respective
      permitted successors and assigns.

    


    4.3 Entire
      Agreement.
      This
      Amendment and the Base Contract set forth the entire understanding and agreement
      between the Parties as to matters covered herein and therein and supersedes
      any
      other prior understanding, agreement or statement (written or oral) between
      the
      Parties as to matters covered herein and therein.

    


    4.4 Headings.
      The
      headings contained in this Amendment are for convenience of reference only
      and
      shall not affect, in any way, the meaning or interpretation of this
      Amendment.

    



4.5 Amendments;
  Waivers.
  To be binding, any amendment of this Amendment must be effected by an instrument
  in writing signed by all of the Parties. Rights hereunder shall not be waived,
  except pursuant to a writing signed by the Party against which enforcement of
  the waiver is sought.

    


    4.6 Expenses
      of Negotiation.
      All
      costs and expenses incurred in connection with this Amendment are to be borne
      by
      the Party incurring such costs.

    


    4.7 Severability.
      It is
      the intention of the Parties hereto that whenever possible, each provision
      of
      the Base Contract and this Amendment will be interpreted in such manner as
      to be
      effective and valid under applicable law, but that if any provision of the
      Base
      Contract or this Amendment, as the case may be, is held to be invalid, illegal
      or unenforceable in any respect under any applicable law, such invalidity,
      illegality or unenforceability will not affect any other provision, and the
      Base
      Contract and this Amendment, as the case may be, will be reformed, construed
      and
      enforced in such jurisdiction as if such invalid, illegal or unenforceable
      provision had never been contained herein and/or therein, as the case may
      be.

    


    4.8 Counterparts:
      and Facsimile Signatures.
      This
      Amendment may be executed, including by facsimile signature, in one or more
      counterparts, each of which when so executed shall be deemed to be an original
      and all of which together shall constitute one and the same
      instrument.

    


    4.9 Governing
      Law.
      The
      interpretation and performance of this Amendment shall be governed by the laws
      of the jurisdiction indicated in the Base Contract.

     



6









IN
      WITNESS WHEREOF, the Parties hereto have duly executed this instrument or have
      caused this instrument to be duly executed on their behalf, on the Effective
      Date.

    


    
      	
              HESS
                CORPORATION

            	 	 	
              ATLAS
                AMERICA, INC.

            
	 	 	 	 
	
              By:
                /s/
                Jonathan C. Stein

              
                

              

              Name:
                Jonathan C. Stein

              Title:
                Vice President, Chief Risk Officer

            	 	 	
              By:
                /s/
                Matthew A. Jones

              
                

              

              Name:
                Matthew A. Jones 

              Title:
                Chief Financial Officer

            
	 	 	 	 
	

        VIKING
          RESOURCES, LLC

            	 	 	
              ATLAS
                RESOURCES, LLC

            
	 	 	 	 
	
              By:
                /s/
                Matthew A. Jones

              
                

              

              Name:
                Matthew A. Jones 

              Title:
                Chief Financial Officer

            	 	 	
              By:
                /s/
                Matthew A. Jones

              
                
Name:
                Matthew A. Jones 

              Title:
                Chief Financial Officer

            
	 	 	 	 
	
              RESOURCE
                ENERGY, LLC

            	 	 	 
	 	 	 	 
	
              By:
                /s/
                Matthew A. Jones

              
                

              

              Name:
                Matthew A. Jones 

              Title:
                Chief Financial Officer

            	 	 	 


    

    




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