Prepared and Filed by St Ives Financial






Exhibit 10(u)


AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS


DATED DECEMBER 18, 2006, AMONG ATLAS PIPELINE PARTNERS,


L.P. AND ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., ATLAS


AMERICA, INC., RESOURCE ENERGY, LLC, VIKING RESOURCES,


LLC, ATLAS NOBLE, LLC, ATLAS RESOURCES, LLC, ATLAS


AMERICA, LLC, ATLAS ENERGY RESOURCES, LLC, AND ATLAS


ENERGY OPERATING COMPANY, LLC






















    

      AMENDMENT
        AND JOINDER TO GAS GATHERING AGREEMENTS

       

      THIS
        AMENDMENT AND JOINDER TO GAS GATHERING AGREEMENTS
        (this
“Amendment”)
        is
        made as of December 18, 2006, 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, LLC, a Delaware limited liability company (formerly Resource
        Energy, Inc., “Resource
        Energy”),
        Viking Resources, LLC, a Pennsylvania limited liability company (formerly
        Viking
        Resources Corporation, “Viking
        Resources”),
        Atlas
        Noble, LLC, a Delaware limited liability company (formerly Atlas Noble
        Corporation, “Atlas
        Noble”),
        Atlas
        Resources, LLC, a Pennsylvania limited liability company (formerly Atlas
        Resources, Inc., “Atlas
        Resources”),
        Atlas
        America, LLC, a Pennsylvania limited liability company (formerly Atlas America,
        Inc., “Atlas
        PA”),
        Atlas
        Energy Resources, LLC, a Delaware limited liability company (“Atlas
        Energy”),
        and
        Atlas Energy Operating Company, LLC, a Delaware limited liability company
        (“Energy
        Operating”).
        

       

      RECITALS

       

      A.
        Gatherer and Atlas America, Resource Energy and Viking Resources are parties
        to
        the Master Natural Gas Gathering Agreement dated February 2, 2000 (as amended
        as
        of October 25, 2005, the “2000
        Gathering Agreement”)
        and
        desire to amend the same in accordance with the terms hereof. 

       

      B.
        Gatherer and Atlas America (as successor to Atlas Energy Group, Inc.), Atlas
        Resources, Atlas Noble, Resource Energy and Viking Resources are parties
        to the
        Natural Gas Gathering Agreement dated January 1, 2002 (as amended as of October
        25, 2005, the “2002
        Gathering Agreement”
and
        with the 2000 Gathering Agreement, the “Gathering
        Agreements”)
        and
        desire to amend the same in accordance with the terms hereof. 

       

      C.
        Atlas
        America has formed Atlas Energy and Energy Operating for the purpose of
        facilitating the initial public offering of Atlas Energy and, pursuant to
        the
        Contribution and Assumption Agreement of even date herewith, is transferring
        all
        of the issued and outstanding member interests in Resource Energy, Viking
        Resources, Atlas Noble, Atlas Resources and Atlas PA to Energy Operating,
        and
        the parties hereto wish to join Atlas Energy and Energy Operating to the
        Gathering Agreements. 

       

      NOW,
        THEREFORE,
        in
        consideration of the premises, and the mutual covenants and agreements herein
        set forth, and intending to be legally bound, the parties agree as follows:
        

      


      1.
        Joinder
        in the Gathering Agreements.
        Effective as of the date hereof, each of Atlas Energy and Energy Operating
        hereby joins each of the Gathering Agreements and accepts and agrees to be
        bound
        as a “Shipper” thereunder with respect to all of the terms and conditions
        thereof, and Gatherer hereby consents to such joinder and agrees that Atlas
        Energy and Energy Operating are parties to the Gathering Agreements as the
        Shipper thereunder. 

       

      








         

      

      2.
        Removal
        of Atlas America from and Joinder of Atlas PA to the 2002 Gathering
        Agreement.
        Effective as of the date hereof, Atlas America is hereby removed as a party
        to
        the 2002 Gathering Agreement and shall have no further rights or obligations
        thereunder. Atlas PA hereby joins the 2002 Gathering Agreement and agrees
        to be
        bound as a “Shipper” thereunder with respect to all of the terms and conditions
        thereof, and Gatherer hereby consents to such joinder and agrees that Atlas
        PA
        is party to the 2002 Gathering Agreement as the Shipper thereunder.


       

      3.
        Definition
        of “Investment Program.”
The
        definition of “Investment Program” set forth in the 2000 Gathering Agreement is
        hereby amended and restated in its entirety as follows: 

       

      “Investment
        Program”
means
        a
        Person principally engaged in the drilling of natural gas and oil wells for
        which Shipper or direct or indirect subsidiary of Shipper acts as a general
        partner, managing partner or manager and the securities of which have been
        offered and sold to investors. 

       

      4.
        Other
        Terms of Gathering Agreements.
        Except
        as otherwise expressly provided herein, the Gathering Agreements are not
        amended, modified or affected by this Amendment. 

       

      5.
        Counterparts.
        This
        Amendment may be executed in any number of counterparts and by different
        parties
        hereto in separate counterparts, each of which when so executed and delivered
        shall be deemed to be an original and all of which taken together shall
        constitute but one and the same instrument. Delivery of an executed counterpart
        of this Amendment by facsimile shall be equally as effective as delivery
        of a
        manually executed counterpart of this Amendment. 

       

      [Signatures
        appear on following pages] 

       

      

2






         

      

      IN
        WITNESS WHEREOF,
        the
        parties have executed this Amendment to be effective as of the date first
        written above. 

      


      
        	 	
                Shipper:

              
	 	 
	 	
                ATLAS
                  AMERICA, INC.

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  ENERGY RESOURCES, LLC

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  ENERGY OPERATING COMPANY, LLC

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                RESOURCE
                  ENERGY, LLC

              
	 	 
	 	
                By:
                  Atlas Energy Operating Company, LLC, its sole

              
	 	
                member

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              


      

      



3






       

      
        	 	
                VIKING
                  RESOURCES, LLC

              
	 	 
	 	
                By:
                  Atlas Energy Operating Company, LLC, its sole

              
	 	
                member

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  NOBLE, LLC

              
	 	 
	 	
                By:
                  Atlas Energy Operating Company, LLC, its sole

              
	 	
                member

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  RESOURCES, LLC

              
	 	 
	 	
                By:
                  AIC, LLC, its sole member

              
	 	 
	 	
                By:
                  Atlas Energy Operating Company, LLC, its sole

              
	 	

          member

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  AMERICA, LLC

              
	 	 
	 	
                By:
                  Atlas Energy Operating Company, LLC, its sole

              
	 	
                member

              
	 	 
	 	
                By:
                  Atlas Energy Resources, LLC, its sole member

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              


      

      



4






       

      
        	 	
                Gatherer:

              
	 	 
	 	
                ATLAS
                  PIPELINE OPERATING PARTNERSHIP,

              
	 	
                L.P.

              
	 	 
	 	
                By:
                  Atlas Pipeline Partners GP, LLC, its general

              
	 	
                partner

              
	 	 
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              
	 	 
	 	
                ATLAS
                  PIPELINE PARTNERS, L.P.

              
	 	 
	 	
                By:
                  Atlas Pipeline Partners GP, LLC,

              
	 	
                its
                  general partner

              
	 	
                By:
                  

              
	 	
                
                  

                

                Name:

              
	 	
                Its:

              


      

      



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