RESOURCE AMERICA INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                 LOAN AGREEMENT


                          Dated as of October 26, 2000

                                  By and Among




                         ATLAS PIPELINE PARTNERS, L.P.,

                                as the Borrower,

                         PNC BANK, NATIONAL ASSOCIATION,

                              as the Issuing Bank,

                         PNC BANK, NATIONAL ASSOCIATION,

                                  as the Agent,

                           FIRST UNION NATIONAL BANK,

                            as the Syndication Agent,

                                       and

                             THE BANKS PARTY HERETO


<PAGE>

                                 LOAN AGREEMENT
                                 --------------

                                TABLE OF CONTENTS
                                -----------------
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                                                                                                      Page
                                                                                                      ----
<S>      <C>                                                                                           <C>
SECTION 1. DEFINITIONS ................................................................................. 1
1.1      Definitions; Construction.......................................................................1

SECTION 2. LOANS .......................................................................................13
2.1      Revolving Credit Loans.........................................................................13
2.2      Commitment Fee; Closing Fee....................................................................15
2.3      Limitations on Loans...........................................................................15
2.4      Mandatory Prepayments..........................................................................15
2.5      Interest Rate Options, Interest Payments and Certain Related Payments Pertaining to the Loans..15
2.6      Capital Adequacy Requirements..................................................................21
2.7      Time, Place and Manner of Payments.............................................................21
2.8      Loan Account...................................................................................21
2.9      Letter of Credit Subfacility...................................................................21

SECTION 3. REPRESENTATIONS AND WARRANTIES ..............................................................26
3.1      Existence and Authority........................................................................26
3.2      Capitalization and Subsidiaries................................................................26
3.3      Rights, Titles and Interests...................................................................27
3.4      Financial Statements...........................................................................27
3.5      Litigation.....................................................................................28
3.6      Validity; Binding Effect; Enforceability; No Conflicts.........................................28
3.7      Permits........................................................................................28
3.8      Operation of the Pipeline......................................................................29
3.9      Public Utility Holding Company.................................................................29
3.10     ERISA..........................................................................................29
3.11     Regulation U, T and X..........................................................................29
3.12     Compliance with Law............................................................................29
3.13     Taxes..........................................................................................29
3.14     Relationship of Borrower and the Subsidiaries..................................................29
3.15     Environmental Matters..........................................................................30
3.16     Investment Company Act.........................................................................30
3.17     Disclosure.....................................................................................30
3.18     Updates to Schedules...........................................................................30
3.19     Solvency.......................................................................................30
3.20     Material Contracts.............................................................................30

SECTION 4. SECURITY ....................................................................................31

4.1      Security Documents.............................................................................31
4.2      Set-Off........................................................................................32
4.3      Additional Security - Generally................................................................32
4.4      Certain Additional Security....................................................................33
4.5      Operating Accounts.............................................................................33
4.6      Guaranties.....................................................................................33
4.7      Subordination of Indebtedness and Liens........................................................33
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                                       i
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<S>      <C>                                                                                           <C>
SECTION 5. AFFIRMATIVE COVENANTS .......................................................................33
5.1      First Lien Undertakings........................................................................33
5.2      Protection of Rights, Titles and Interests.....................................................34
5.3      Operation and Maintenance......................................................................34
5.4      Permits........................................................................................34
5.5      Compliance with Law............................................................................34
5.6      Material Contracts.............................................................................34
5.7      Existence and Ownership........................................................................35
5.8      Reports, Certifications and Other Information..................................................35
5.9      Records and Access.............................................................................36
5.10     Payment of Taxes and Mechanics' Claims.........................................................36
5.11     Insurance......................................................................................37
5.12     Expenses, Fees and Disbursements...............................................................37
5.13     Assigned Payments..............................................................................37
5.14     Notification...................................................................................38
5.15     Leverage Ratio.................................................................................38
5.16     Interest Coverage Ratio........................................................................38
5.17     Minimum Tangible Net Worth.....................................................................39
5.18     Additional Documents...........................................................................39
5.19     Environmental Matters..........................................................................39

SECTION 6. NEGATIVE COVENANTS ..........................................................................41
6.1      Alienation.....................................................................................41
6.2      Encumbrances...................................................................................41
6.3      Guaranty.......................................................................................41
6.4      Debt...........................................................................................42
6.5      Loans; Investments.............................................................................42
6.6      Business Activities............................................................................42
6.7      Consolidation or Merger; Change of Control.....................................................42
6.8      Acquisitions...................................................................................43
6.9      Reserved.......................................................................................43
6.10     Reserved.......................................................................................43
6.11     Leases.........................................................................................43
6.12     Negative Pledges...............................................................................43
6.13     Changes in Organizational Documents............................................................43
6.14     MLP Letter of Credit...........................................................................43
6.15     Senior Management..............................................................................44

SECTION 7. BORROWING REQUIREMENTS ......................................................................44
7.1      Conditions to Borrowing........................................................................44

SECTION 8. DISBURSEMENT ................................................................................45
8.1      Procedure......................................................................................45
8.2      Use of Proceeds................................................................................46
8.3      Charging Account...............................................................................46
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                                       ii
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<TABLE>
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<S>        <C>                                                                                          <C>
SECTION 9. DEFAULTS ....................................................................................46

SECTION 10. REMEDIES ...................................................................................49

SECTION 11. MISCELLANEOUS ..............................................................................49

11.1     Waiver and Modification........................................................................49
11.2     Notices........................................................................................50
11.3     Certain Taxes..................................................................................52
11.4     Right to Cure..................................................................................52
11.5     Venue and Jurisdiction; Waiver of Jury Trial...................................................52
11.6     Applicable Law.................................................................................52
11.7     Severability...................................................................................52
11.8     Successors and Assigns.........................................................................53
11.9     Nature and Survival of Representations.........................................................54
11.10    Number and Gender..............................................................................54
11.11    Tax Withholding................................................................................54
11.12    Headings.......................................................................................55
11.13    Confidentiality................................................................................55

SECTION 12. AGREEMENT AMONG BANKS ......................................................................56
12.1     Appointment and Grant of Authority.............................................................56
12.2     Reliance by Agent on Banks for Funding.........................................................56
12.3     Non-Reliance on Agent..........................................................................56
12.4     Responsibility of Agent and Other Matters......................................................57
12.5     Action on Instructions.........................................................................57
12.6     Required Banks.................................................................................57
12.7     Action Upon Occurrence of an Event of Default..................................................58
12.8     Indemnification................................................................................58
12.9     Agent's Rights as a Bank.......................................................................58
12.10    Payment to Banks...............................................................................58
12.11    Pro Rata Sharing...............................................................................58
12.12    Successor Agent................................................................................59
12.13    Amendments and Waivers.........................................................................59
12.14    Agent's Fees...................................................................................60
12.15    Funding by Branch, Subsidiary or Affiliate.....................................................60

</TABLE>
                                        iii


<PAGE>


                                LIST OF EXHIBITS
                                ----------------


EXHIBIT A  --  Form of Revolving Credit Note
EXHIBIT B  --  Form of Request for/Confirmation of Loan
EXHIBIT C  --  Guaranty Agreement
EXHIBIT D  --  Mortgage
EXHIBIT E  --  Security Agreement
EXHIBIT F  --  Pledge Agreement
EXHIBIT G  --  Pledge Agreement (Atlas Operating)
EXHIBIT H  --  Pledge Agreement (General Partner)
EXHIBIT I  --  Collateral Assignment of Contract Rights
EXHIBIT J  --  Compliance Certificate
EXHIBIT K  --  Assignment and Assumption Agreement
EXHIBIT L  --  Intercreditor and Collateral Agency Agreement

                          LIST OF SCHEDULES
                          -----------------

SCHEDULE 3.2 -- Ownership/Subsidiaries
SCHEDULE 3.5 -- Litigation
SCHEDULE 6.2 -- Existing Liens

                                       iv




<PAGE>
                               LOAN AGREEMENT

     This Loan Agreement dated as of this 26th day of October, 2000 (as more
fully defined below, the "Agreement"), and made and entered into by and among
ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the "Borrower"),
the financial institutions listed on the signature pages hereto (together with
each other financial institution which hereafter becomes a party hereunder in
accordance with Section 11.8 below, collectively, the "Banks", and each
individually, a "Bank"), PNC BANK, NATIONAL ASSOCIATION as the issuer of the
Letters of Credit (in such capacity, the "Issuing Bank") and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the Banks (in such capacity, the
"Agent") and FIRST UNION NATIONAL BANK, in its capacity as Syndication Agent.

                                   WITNESSETH:

           WHEREAS, the Borrower desires to obtain a commitment from each of the
Banks pursuant to which Loans, in a maximum aggregate principal amount at any
one time outstanding not to exceed $10,000,000, will be made to the Borrower
from time to time prior to the Termination Date; and

           WHEREAS, the Borrower also desires to provide for the issuance, for
the account of the Borrower, of Letters of Credit with an aggregate stated
amount not to exceed a sublimit of $3,000,000; and

           WHEREAS, the Banks are willing, on the terms and subject to the
conditions hereinafter set forth, to extend such commitment and make such Loans
to the Borrower.

           NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and with the intent to be legally bound hereby, the parties hereto
hereby agree as follows:

SECTION 1. DEFINITIONS

           1.1 Definitions; Construction.

           (a) Certain Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:

               "Accounts" shall have the meaning ascribed to it in Section 8.1.

               "Adjusted Base Rate" shall have the meaning ascribed to it in
Section 2.5(b)(i).

               "Adjusted Euro-Rate" shall have the meaning ascribed to it in
Section 2.5(b)(ii).

               "Agent" shall mean PNC Bank, National Association, and its
successors and assigns.

               "Agreement" means this Loan Agreement dated as of October 26,
2000, by and among the Borrower, the Banks a party hereto, from time to time,
PNC Bank, National Association, as Issuing Bank and as agent for the Banks, and
First Union National Bank, as

<PAGE>

Syndication Agent, together with all extensions, renewals, amendments,
substitutions and replacements hereof and all exhibits, schedules and annexes
thereto.

               "Aggregate Outstandings" shall have the meaning ascribed to it in
Subsection 2.2(a).

               "Applicable Margin" shall mean for Loans bearing interest at the
Euro-Rate Option, Loans bearing interest at the Base Rate Option, and the
Commitment Fee payable pursuant to Subsection 2.2(a) at any time, the rate per
annum based on the Borrower's Leverage Ratio as set forth under the relevant
column heading below:

                                  Euro-Rate        Base Rate         Commitment
Leverage Ratio                    Option           Option            Fee
--------------                    ---------        ---------         ----------
Less than or equal to 1.5         1.50%            0.00%             .375%

Greater than 1.5 but less
than or equal to 2.5              1.75%            0.25%             .500%

Greater than 2.5                  2.00%            0.50%             .500%


The Applicable Margin and Commitment Fee for any date shall be determined by
reference to the Leverage Ratio as of the last day of the fiscal quarter most
recently ended as of such date and for the four (4) fiscal quarters ended on
such last day (except as set forth below), and any change (x) shall become
effective upon the delivery to the Agent of a certificate of the Borrower (which
certificate may be delivered prior to delivery of the relevant financial
statements or may be incorporated in the certificate delivered pursuant to
Section 5.8) with respect to the financial statements to be delivered pursuant
to Section 5.8 for the most recently ended fiscal quarter (a) setting forth in
reasonable detail the calculation of the Leverage Ratio at the end of such
fiscal quarter and (b) stating that the signer has reviewed the terms of this
Agreement and other Loan Documents and has made, or caused to be made under his
or her supervision, a review in reasonable detail of the transactions and
condition of the Borrower and the Restricted Subsidiaries during the subject
accounting period, and that the signer does not have knowledge of the existence
as at the date of such officer's certificate of any default under Section 9
hereof, and (y) shall apply (i) in the case of Loans bearing interest at the
Base Rate Option, to such Loans outstanding on such delivery date or made on and
after such delivery date and (ii) in the case of Loans bearing interest at the
Euro-Rate Option, to such Loans made on and after such delivery date. It is
understood that the foregoing certificate shall be permitted to be delivered
prior to, but in no event later than, the time of the actual delivery of the
financial statements required to be delivered pursuant to Section 5.8.
Notwithstanding the foregoing, at any time prior to which the first certificate
is required to be delivered under Section 5.8 (or prior to the time a
certificate as described in this definition is first delivered to the Agent) the
Leverage Ratio shall be deemed, solely for the purposes of this definition, to
be greater than 1.5 but less than or equal to 2.5 until such time as the
Borrower shall deliver such certificate, and at any time during which the
Borrower has failed to deliver the certificate required under Section 5.8 with
respect to a fiscal quarter following the date the delivery thereof is due, the
Leverage Ratio shall be deemed, solely for the purposes of this definition, to
be greater than 2.5 until such time as

                                       2
<PAGE>

Borrower shall deliver such certificate. Furthermore, notwithstanding the
foregoing, (i) for the fiscal period ending September 30, 2000, the denominator
used in the calculation of the Leverage Ratio shall be the EBITDA of the
Borrower for the two (2) fiscal quarters ended on such date multiplied by two
(2), and (ii) for the fiscal period ending December 31, 2000, the denominator
used in the calculation of the Leverage Ratio shall be the EBITDA of the
Borrower for the three (3) fiscal quarters ended on such date multiplied by
four-thirds (4/3).

               "Assignment and Assumption Agreement" shall mean an Assignment
and Assumption Agreement in the form of Exhibit "K" hereto.

               "Atlas" shall mean Atlas America, Inc., a Delaware corporation,
and successor in interest to Atlas America, Inc., a Pennsylvania corporation.

               "Atlas Operating" shall mean Atlas Pipeline Operating
Partnership, L.P., a Delaware limited partnership.

               "Authority" shall have the meaning ascribed to it in Section
5.19.

               "Bank" shall have the meaning ascribed to it in the preamble to
this Agreement, and shall be deemed to include within its meaning the Issuing
Bank for the purposes of obtaining the benefit of any security, indemnification
or reimbursement provision contained herein or in any other Loan Document in
favor of the Banks.

               "Base Rate" means a rate per annum equal to the higher of (i) the
Prime Rate and (ii) the sum of (x) the Federal Funds Rate plus (y) fifty (50)
basis points (1/2 of 1%). The Base Rate shall be adjusted automatically from
time to time upon each change in the Prime Rate or the Federal Funds Rate, as
applicable.

               "Base Rate Option" means the interest rate option described in
item (i) of Subsection 2.5(b).

               "Base Rate Portion" means a Loan or a portion thereof which
bears, or is to bear, interest at the Adjusted Base Rate.

               "Borrower" shall have the meaning ascribed to it in the preamble
of this Agreement.

               "Business Day" means a day on which the Agent's principal office
is open for the conduct of normal commercial banking business.

               "Change in Control" shall mean (i) any person or group of persons
(within the meaning of Subsections 13(d) or 14(a) of the Securities Exchange Act
of 1934, as amended) shall have acquired subsequent to the date hereof
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) 25% or more of the voting
common units of the Borrower; (ii) within a period of twelve (12) consecutive
calendar months, individuals who were managing board members of the General
Partner on the first day of such period shall cease to constitute a majority of
the managing board members of the General Partner or (iii) the occurrence of any
of the following:

                                       3
<PAGE>

                    (a) the sale, transfer, lease, conveyance or other
               disposition (other than by way of a permitted merger or
               consolidation), in one or a series of related transactions, of
               all or substantially all of the assets of the Borrower and its
               Restricted Subsidiaries taken as a whole to any "person" (as such
               term is used in Section 13(d)(3) of the Securities Exchange Act
               of 1934, as amended);

                    (b) the adoption of a plan relating to the liquidation or
               dissolution of the Borrower or the General Partner unless, in the
               case of the General Partner, the General Partner is replaced by
               an affiliate of Atlas acceptable to the Banks in their reasonable
               discretion, such acceptance not to be unreasonably withheld;

                    (c) such time as the General Partner ceases to own, directly
               or indirectly, all of the general partner interests of the
               Borrower or of Atlas Operating, or the General Partner ceases to
               serve as the only general partner of the Borrower or Atlas
               Operating unless, in the case of the General Partner, the General
               Partner is replaced by an affiliate of Atlas acceptable to the
               Banks in their reasonable discretion, such acceptance not to be
               unreasonably withheld; or

                    (d) all of the rights to payment associated with the general
               partner interests of the Borrower and Atlas Operating are not
               pledged to the Agent for the benefit of the Banks; or

                    (e) such time as Atlas and/or one or more of its directly or
               indirectly wholly-owned subsidiaries ceases to own 100% of the
               membership units of the General Partner.

               "Closing Fee" shall have the meaning ascribed to it in Subsection
2.2(b).

               "Collateral Assignment" shall mean any Collateral Assignment of
Contract Rights in the form of Exhibit "I" hereto, together with all extensions,
renewals, amendments, supplements, substitutions and replacements thereof and
thereto.

               "Commitment Fee" shall have the meaning ascribed to it in
Subsection 2.2(a).

               "Commitment Fee Rate" shall have the meaning ascribed to it in
Subsection 2.2(a).

               "Commitment Percentage" shall have the meaning ascribed to it in
Subsection 2.1(a).

               "Distribution Agreement" shall mean that certain Distribution
Support Agreement by and among the Borrower, the General Partner, Atlas, REI and
Viking dated as of February 2, 2000, as such agreement may be amended, extended,
renewed or replaced from time to time.

               "Dollar(s)" or "$" means the legal tender of the United States of
America.

                                       4
<PAGE>

               "Draw" shall mean a payment of funds by the Issuing Bank or the
Banks pursuant to a request by the beneficiary of any Letter of Credit for funds
in accordance with the terms of such Letter of Credit.

               "Drawing Date" shall have the meaning ascribed to it in
Subsection 2.9(b).

               "EBITDA" shall have the meaning ascribed to it in Section 5.15.

               "ERISA" shall have the meaning ascribed to it in Section 3.10.

               "Euro-Rate" means, with respect to Portions of the Loans to which
the Euro-Rate Option applies for any Euro-Rate Interest Period, the interest
rate per annum determined by the Agent by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the
rate of interest determined by the Agent in accordance with its usual procedures
(which determination shall be conclusive, absent manifest error) to be the
average of the London interbank offered rates for U.S. Dollars quoted by the
British Bankers' Association as set forth on Dow Jones Markets Service (formerly
known as Telerate) display page 3750 (or appropriate successor or, if British
Bankers' Association or its successor ceases to provide such quotes, a
comparable replacement determined by the Agent), two (2) Business Days prior to
the first day of such Euro-Rate Interest Period for an amount comparable to such
Loan and having a borrowing date and a maturity comparable to such Euro-Rate
Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. The Euro-Rate may also be expressed by the following formula:

                             Average of London interbank offered rates on
                             Dow Jones Markets Service display page 3750
                Euro-Rate =  as quoted by BBA or appropriate successor
                             --------------------------------------------
                             1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted automatically with respect to any Euro-Rate
Portion outstanding on the effective date of any change in the Euro-Rate Reserve
Percentage, as of such effective date.

               "Euro-Rate Interest Period(s)" means any individual period of one
(1), two (2), three (3) or six (6) months selected by the Borrower commencing on
the borrowing, conversion date or renewal date of a Euro-Rate Portion to which
such period shall apply.

               "Euro-Rate Option" means the interest rate option described in
item (ii) of Subsection 2.5(b).

               "Euro-Rate Portion(s)" means a Loan or portion thereof which
bears, or is to bear, interest at the Adjusted Euro-Rate.

               "Euro-Rate Reserve Percentage" means the maximum effective
percentage (expressed as a decimal, rounded upward to the nearest 1/100 of 1%),
as determined in good faith by the Agent (which determination shall be
conclusive), which is in effect on such day as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
reserve requirements (including, without limitation,

                                       5
<PAGE>

supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as "Eurocurrency liabilities").

               "Federal Funds Rate" shall mean, for any day, (i) the interest
rate (rounded upward, if necessary, to the nearest 1/100 of 1%) determined by
the Agent (such determination shall be conclusive absent manifest error) to be
equal to the weighted average of rates on federal funds transactions among
members of the Federal Reserve System arranged by Federal funds brokers at or
about 9:00 am (Pittsburgh, Pennsylvania time) on such day; provided, however,
that if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate for such transactions on the immediately preceding Business
Day or (ii) if no such rate shall be quoted by Federal funds brokers at such
time, such other rate as determined by the Agent in accordance with its usual
procedures (such determination shall be conclusive absent manifest error).

               "Fee" shall mean any fee payable by the Borrower to the Agent,
the Banks or the Issuing Bank hereunder, or under any of the other Loan
Documents, including without limitation the Closing Fee, the Commitment Fee, and
the Letter of Credit Fee.

               "Financing Statements" shall mean any Uniform Commercial Code
financing statements executed and delivered in connection with any Security
Document.

               "GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time.

               "Gas and oil" or "oil and gas" shall mean gas, oil, casinghead
gas, drip gasoline, natural gasoline and all other liquid and gaseous
hydrocarbons.

               "General Partner" shall mean Atlas Pipeline Partners GP, LLC, a
Delaware limited liability company.

               "Governmental Person" means the government of the United States
or the government of any state or locality therein, any political subdivision or
any governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body or entity, or other regulatory bureau,
authority, body or entity of the United States or any state or locality therein,
including the Federal Deposit Insurance Company, the Comptroller of the Currency
or the Board of Governors of the Federal Reserve System, any central bank or any
comparable authority.

               "Governmental Rule" means any law, statute, rule, regulation,
ordinance, order, judgment, guideline or decision of any Governmental Person.

               "Guarantor" shall mean the General Partner and each Restricted
Subsidiary of the Borrower in existence on the date hereof and each person which
becomes a Restricted Subsidiary of the Borrower on and after the date hereof.

               "Guaranty Agreement" shall mean any Guaranty Agreement in the
form of Exhibit "C" hereto, together with all extensions, renewals, amendments,
supplements, substitutions and replacements thereof and thereto.

                                       6
<PAGE>

               "Hazardous Substances" shall have the meaning ascribed to it in
Section 3.17.

               "Hedge Agreements" shall mean all interest rate swaps, caps or
collar agreements or similar arrangements dealing with interest rates or
currency exchange rates or the exchange of nominal interest obligations, either
generally or under specific contingencies.

               "Incurrence Limitation" shall mean, on any date of determination,
the product of (x) 3.00 multiplied by (y) the EBITDA of the Borrower for the
four (4) most recently completed fiscal quarters for which financial statements
have been delivered pursuant to Section 5.8. Notwithstanding the foregoing, (x)
from the date hereof to the date on which the certificate of the Borrower is
delivered pursuant to Section 5.8 for the Borrower's fiscal quarter ending
September 30, 2000 (or, if earlier, the date on which the Borrower delivers a
certificate pursuant to clause (x) of the definition of "Applicable Margin" for
the fiscal quarter ending September 30, 2000), the Incurrence Limitation shall
be the product of (i) 3.00 multiplied by (ii) the EBITDA of the Borrower for the
two (2) fiscal quarters ended September 30, 2000 multiplied by (iii) two, and
(y) from the date on which the certificate referred to in clause (x) above is
delivered to the date on which the certificate of the Borrower is delivered
pursuant to Section 5.8 for the Borrower's fiscal quarter ending December 31,
2000 (or, if earlier, the date on which the Borrower delivers a certificate
pursuant to clause (x) of the definition of "Applicable Margin" for the fiscal
quarter ending December 31, 2000), the Incurrence Limitation shall be the
product of (i) 3.00 multiplied by (ii) the EBITDA of the Borrower for the three
(3) fiscal quarters ended December 31, 2000 multiplied by (iii) four-thirds.

               "Indebtedness" shall mean, collectively, (i) all unpaid principal
of, and accrued and unpaid interest on, the Loans, (ii) all accrued and unpaid
Fees, (iii) any other amounts due hereunder or under any of the other Loan
Documents, including any and all reimbursements, indemnities, Fees, costs,
expenses, prepayment premiums, break-funding costs and other obligations of the
Borrower to the Agent, the Banks, or the Issuing Bank, or any indemnified party
hereunder and thereunder, and (iv) all reasonable out-of-pocket costs and
expenses incurred by the Agent and the Banks, to the extent permitted herein, in
connection with this Agreement and the other Loan Documents, including but not
limited to the reasonable fees and expenses of the Agent's counsel, which the
Borrower is responsible to pay pursuant to the terms of this Agreement and the
other Loan Documents.

               "Intercreditor Agreement" shall mean the Intercreditor and
Collateral Agency Agreement in the form of Exhibit "L" hereto, together with all
extensions, renewals, amendments, supplements, substitutions, and replacements
thereof and thereto.

               "Issuing Bank" shall mean PNC Bank, National Association, in its
capacity as the issuer of Letters of Credit hereunder.

               "Letter(s) of Credit" means any standby letter(s) of credit as to
which the account party, the Issuing Bank and the beneficiary contemplate that
the beneficiary will receive a direct payment from the account party and that
the beneficiary shall draw upon the Letter of Credit only if the account party
fails to honor its obligation to the beneficiary, including, but not limited to,
standby letters of credit issued by the Issuing Bank in accordance with Section
2.9 hereof.

                                       7
<PAGE>

               "Letter of Credit Borrowing" shall mean an extension of credit
resulting from a drawing under any Letter of Credit which shall not have been
reimbursed on the date when made and shall not have been converted into a Loan
under Section 2.9.

               "Letter of Credit Fee" shall mean that fee described in
Subsection 2.9(i) hereof.

               "Leverage Ratio" shall have the meaning ascribed to such term in
Section 5.15 below.

               "Lien" shall mean any encumbrance, mortgage, lien, charge,
pledge, security interest, priority payment, conditional sales agreement right,
or other title retention agreement right including but not limited to any right
under a capitalized lease, in, upon or against any asset of the affected Person.

               "Limited Partnership Agreement" shall mean that certain First
Amended and Restated Agreement of Limited Partnership of Atlas Pipeline
Partners, L.P. dated as of February 2, 2000, as such agreement may be amended,
extended, revised or replaced from time to time.

               "Loan" and "Loans" shall have the meanings ascribed to each in
Subsection 2.1(a).

               "Loan Account" shall have the meaning ascribed to it in Section
2.8.

               "Loan Documents" shall mean any of this Agreement, the Notes,
each application for Letter of Credit, the Guaranty Agreements, the Security
Documents, any Hedge Agreements entered into between the Borrower and any Bank
(or any affiliate of any Bank) and all other agreements, documents and
instruments executed and delivered from time to time to govern, evidence or
secure the Indebtedness or any of the foregoing documents and instruments, and
the statements, reports, certificates and other documents required by, or
related to, any of the foregoing, together with all extensions, renewals,
amendments, substitutions and replacements to and of any of the foregoing.

               "Loan Party" shall mean the Borrower and each Guarantor.

               "Master Natural Gas Agreement" shall mean that certain Master
Natural Gas Gathering Agreement dated as of February 2, 2000, by and among
Atlas, REI and Viking and certain of their subsidiaries, the Borrower and Atlas
Operating relating to the transportation of gas and oil produced by Atlas, REI
and Viking and certain of their subsidiaries, as such agreement may be amended,
extended, renewed or replaced from time to time.

               "Material Contract" shall mean any of the Master Natural Gas
Agreement, the Distribution Agreement, or the Omnibus Agreement.

               "MLP Letter of Credit" shall mean that certain standby letter of
credit issued by PNC Bank, National Association for the account of the General
Partner and for the benefit of the Borrower in an initial stated amount of
$7,560,000, and having an expiration date of June 1, 2003, together with all
extensions, renewals and amendments thereto and thereof.

                                       8
<PAGE>

               "Mortgage" shall mean the open-end mortgage and security
agreement in the form of Exhibit "D" hereto, together with all extensions,
renewals, amendments, supplements, substitutions and replacements thereto and
thereof.

               "Note" and "Notes" shall have the meanings ascribed to each in
Subsection 2.1(a).

               "Omnibus Agreement" shall mean that certain Omnibus Agreement by
and among the Borrower, Atlas, REI, Viking and Atlas Operating dated as of
February 2, 2000, as such agreement may be amended, extended, renewed or
replaced from time to time.

               "Option(s)" means any one or more of the Base Rate Option or the
Euro-Rate Option.

               "Participation Advance" shall mean, with respect to any Bank,
such Bank's payment in respect of its participation in a Letter of Credit
Borrowing according to its Ratable Share pursuant to Section 2.9.

               "PBGC" shall have the meaning ascribed to it in Section 3.10.

               "Permitted Acquisition" shall have the meaning ascribed to it in
Section 6.8.

               "Permitted Liens" shall mean with respect to any asset:

                    (a) Liens securing the Indebtedness in favor of the Banks;

                    (b) Minor defects in title which do not secure the payment
of money and otherwise have no material adverse effect on the value or operation
of pipeline properties, and so long as, with respect to any of the minor defects
in title, the same are minor defects which are customary and usual in the
natural gas gathering and transmission industry and which are customarily
accepted by a reasonably prudent pipeline operator dealing with its properties;

                    (c) All rights to consent by, required notices to, filings
with, or other actions by, Governmental Persons in connection with the sale or
conveyance of oil and gas leases or interests therein if the Borrower (or its
Subsidiaries, if applicable) is entitled to such consent, the same are
customarily obtained subsequent to the sale or conveyance, and the appropriate
Person is proceeding diligently to obtain the consent, notice or filing;

                    (d) Liens, claims, security interests or other encumbrances
on the Property described in the Borrower's Prospectus dated January 26, 2000;

                    (e) All matters set forth in the documents conveying the
Property to the Restricted Subsidiaries; and

                    (f) Any Lien existing on the date of this Agreement and
described on Schedule 6.2 hereto, provided that the principal amount secured
thereby is not hereafter increased.

                                       9
<PAGE>

               "Permitted Merger" shall have the meaning ascribed to it in
Section 6.7.

               "Person" shall mean any individual, partnership, corporation,
trust, joint venture, unincorporated organization, association, limited
liability company, entity or Governmental Person.

               "Pipeline" shall mean the natural gas gathering systems and
related facilities owned and operated as private use gathering systems by the
Borrower and its Restricted Subsidiaries.

               "Plan" shall have the meaning ascribed to it in Section 3.10.

               "Pledge Agreement" shall mean any Pledge Agreement in the form of
either Exhibit "F", Exhibit "G" or "Exhibit H" hereto, together with all
extensions, renewals, amendments, supplements, substitutions, and replacements
thereof and thereto.

               "Pledge Agreement (General Partner)" shall mean the Pledge
Agreement (General Partner) in the form of Exhibit "H" hereto, together with all
extensions, renewals, amendments, supplements, substitutions, and replacements
thereof and thereto.

               "Portion(s)" means any Base Rate Portion or Euro-Rate Portion, as
the case may be or both taken collectively.

               "Prime Rate" means the interest rate per annum announced from
time to time by the Agent as its prime rate, which rate may not be the lowest
rate of interest then being charged by the Agent.

               "Property" shall mean collectively, the real and personal
property (tangible and intangible) in which the Borrower or any Restricted
Subsidiary has granted to or will in the future grant to or for the benefit of
the Agent (for the benefit of the Banks) a security interest and lien to secure
the payment of the Indebtedness.

               "Quarterly Reports" shall have the meaning ascribed to it in
Section 5.8.

               "Ratable Share" shall have the meaning ascribed to it in
Subsection 2.1(a).

               "REI" shall mean Resource Energy, Inc., a Delaware corporation.

               "Reimbursement Obligation" shall have the meaning ascribed to it
in Subsection 2.9(b).

               "Required Banks" shall have the meaning ascribed to it in Section
12.6.

               "Restricted Subsidiary" shall mean (i) each Subsidiary of the
Borrower designated on Schedule 3.2 as a Restricted Subsidiary and (ii) each
other Subsidiary of the Borrower designated as a Restricted Subsidiary by the
Borrower from time to time.

               "Revolving Credit" shall have the meaning ascribed to it in
Subsection 2.1(a).

                                       10
<PAGE>

               "Revolving Credit Period" shall have the meaning ascribed to it
in Subsection 2.1(a).

               "Security Agreement" shall mean any Security Agreement in the
form of Exhibit "E" hereto, together with all extensions, renewals, amendments,
supplements, substitutions and replacements thereof and thereto.

               "Security Documents" shall mean any or all of the Mortgages, the
Security Agreements, the Pledge Agreements, the Financing Statements and all
additional documents and instruments entered into from time to time for the
purpose of securing the Indebtedness and any and all ancillary documents and
instruments related to any of the foregoing.

               "Solvent" shall mean, with respect to any Person on a particular
date, that on such date (i) the fair value of the property of such Person is
greater than the total amount of liabilities, including, without limitation,
contingent liabilities, of such Person, (ii) the present fair salable value of
the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute
and matured, (iii) such Person is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations and other commitments as
they mature in the normal course of business, (iv) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (v) such
Person is not engaged in business or transactions, and is not about to engage in
a business or a transaction, for which such Person's property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

               "Stated Amount" shall mean the amount available to the
beneficiaries of the Letters of Credit for one or more drawings thereunder as
such amount is reduced and reinstated from time to time in accordance with the
provisions of the Letters of Credit.

               "Subsidiary" shall mean either any corporation or limited
liability company more than 25% of the outstanding voting securities of which
shall at the time be owned or controlled, directly or indirectly, by the
Borrower or one or more Subsidiaries of the Borrower, or by the Borrower and one
or more Subsidiaries.

               "Tangible Net Worth" shall mean with respect to the Borrower, at
a particular date, (i) the aggregate amount of all assets of the Borrower on a
consolidated basis as may be properly classified as such in accordance with GAAP
consistently applied excluding such assets as are properly classified as
intangible assets under GAAP, less (ii) the aggregate amount of all liabilities
of the Borrower on a consolidated basis.

               "Termination Date" shall mean October 25, 2003, or, if such day
is not a Business Day, the Business Day next preceding such date.

                                       11
<PAGE>

               "Total Indebtedness" shall have the meaning ascribed to it in
Section 5.15.

               "UCC" shall mean the Uniform Commercial Code as adopted and in
effect from time to time in the Commonwealth of Pennsylvania, except when the
provisions of the UCC as adopted in another jurisdiction are applicable due to
the location of any collateral in such other jurisdiction.

               "Unrestricted Subsidiary" shall mean each Subsidiary of the
Borrower which is not a Restricted Subsidiary.

               "Viking" shall mean Viking Resources Corporation, a Pennsylvania
corporation.

               "Wells" shall mean the oil and gas wells owned or operated by
Atlas, REI, Viking or any of their respective subsidiaries which are now or
hereafter connected to the Pipeline and subject to the Master Natural Gas
Agreement.

                    (b) Construction. (i) Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole, "or" has the inclusive meaning
represented by the phrase "and/or," and "including" has the meaning represented
by the phrase "including without limitation." References in this Agreement to
"determination" of or by the Agent or the Banks shall be deemed to include
reasonable good faith estimates by the Agent or the Banks (in the case of
quantitative determinations) and reasonable and good faith beliefs by the Agent
or the Banks (in the case of qualitative determinations). Whenever the Agent or
the Banks are granted the right herein to act in its or their sole discretion or
to grant or withhold consent such right shall be exercised reasonably and in
good faith. The words "hereof," "herein," "hereunder" and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement. The article, section and other headings contained in this
Agreement are for reference purposes only and shall not control or affect the
construction of this Agreement or the interpretation thereof in any respect.
Article, Section, schedule and exhibit references are to this Agreement unless
otherwise specified. Except as otherwise specified in this Agreement, all
references in this Agreement (i) to any Person, other than the Borrower, shall
be deemed to include such Person's successors and assigns, and (ii) to any
Governmental Rule, agreement or contract specifically defined or referred to in
Agreement shall be deemed references to such Governmental Rule, agreement or
contract as the same may be amended, supplemented, modified, extended, waived,
consolidated, replaced or renewed from time to time, but only to the extent
permitted by, and effected in accordance with, the terms thereof.

                         (ii) For purposes of this Agreement, all terms used in
Article 9 of the UCC and not specifically defined in this Agreement shall herein
have the meanings assigned to such terms in the UCC as from time to time in
effect in the Commonwealth of Pennsylvania.

                         (iii) References to "writing" include printing, typing,
lithography and other means of reproducing words in a tangible visible form.
References to "written" include "printed," "typed," "lithographed" and other
adjectives relating to words reproduced in a tangible visible form consistent
with the preceding sentence and also include electronic images and images stored
on computer disks, magnetic tape and like media.

                                       12
<PAGE>

                    (c) Accounting Principles. Except as otherwise provided in
this Agreement, all computations and determinations as to accounting or
financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including
principles of consolidation where appropriate), and all accounting or financial
terms shall have the meanings ascribed to such terms by GAAP.

SECTION 2. LOANS.

               2.1 Revolving Credit Loans.

               (a) Credit. Subject to the terms and conditions hereof (including
but not limited to the conditions contained in Section 8.1 hereof), and relying
on the representations and warranties herein contained, the Banks agree to, and
shall be obligated to, lend to the Borrower, from time to time and upon request
of the Borrower as provided in Section 8.1, during the period (the "Revolving
Credit Period") commencing on the date hereof and ending on the Termination
Date, an amount or amounts (the "Revolving Credit") not exceeding in the
aggregate at any one time outstanding Ten Million Dollars ($10,000,000), subject
to the limitation set forth in Section 2.3 below.

                   Each Bank agrees, for itself only, and subject to the terms
and conditions of this Agreement, to make loans under the Revolving Credit to
the Borrower from time to time not to exceed an aggregate principal amount at
any one time outstanding equal to the amount of its Commitment Percentage of the
Revolving Credit, subject to the limitation set forth in Section 2.3 below. For
the purposes of this Agreement, the term "Commitment Percentage(s)" shall mean,
with respect to each Bank, its percentage commitment of the Revolving Credit
which shall be the percentage initially set forth opposite its name on the
signature page hereto signed by such Bank, and thereafter as shown on the most
recent Assignment and Assumption Agreement. The term "Ratable Share" shall mean
the proportion that a Bank's Commitment Percentage of the Revolving Credit bears
to the total Revolving Credit.

                   The obligation of the Borrower to repay the aggregate unpaid
principal amount of the advances to the Borrower under the Revolving Credit
(each such advance under the Revolving Credit, a "Loan", and collectively the
"Loans") by each Bank, together with interest thereon, shall be evidenced by one
or more Revolving Credit Notes executed in favor of each Bank in the maximum
amount of that Bank's Commitment Percentage of the Revolving Credit and
substantially in the form of Exhibit "A" attached hereto and made a part hereof
with appropriate insertions (each, a "Note", and collectively, the "Notes").
Notwithstanding the aggregate principal amount of the Notes as stated on the
faces thereof in the amount of Ten Million ($10,000,000) Dollars, the actual
principal amount due from the Borrower to each Bank on account of such Bank's
Note, as of any date of computation, shall be the sum of all advances then and
theretofore made on account thereof by such Bank less all payments of principal
actually received by such Bank in collected funds during the same period all as
shown on such Bank's Loan Account established pursuant to Section 2.8 hereof.

                   Subject to the limitation set forth in Section 2.3 below,
during the Revolving Credit Period, the Borrower may borrow, repay and reborrow
funds under the Revolving Credit, provided, however, that at no time shall the
aggregate unpaid principal balance outstanding under the Notes exceed Ten
Million ($10,000,000) Dollars less the sum of (x) the aggregate Stated Amounts
of outstanding Letters of Credit and (y) the aggregate amount of unreimbursed
Draws under the Letters of Credit. The amount of any borrowing and

                                       13
<PAGE>

reborrowing under the Revolving Credit at the Base Rate Option shall be in the
minimum aggregate principal amount of One Hundred Thousand ($100,000) Dollars or
an integral multiple thereof. The amount of any borrowing or reborrowing under
the Revolving Credit of the Euro-Rate Option shall be subject to the limitations
set forth in Subsection 2.5(c) below. The Borrower may from time to time repay
the Loans outstanding upon compliance with the terms of this Subsection 2.1(a)
and Subsection 2.5(e) hereof. The Borrower shall not be permitted to repay any
Euro-Rate Portion of the Loans other than at the end of the relevant Euro-Rate
Interest Period, unless such payment is accompanied by the prepayment premium
provided for in Subsection 2.5(e). Except as set forth in the preceding sentence
and so long as each repayment is in a minimum amount of One Hundred Thousand
($100,000) Dollars or the outstanding principal balances of, and unpaid and
accrued interest on, the Notes, whichever is less, the Borrower, upon proper
notice as provided in Subsection 2.5(e), may repay, without premium or penalty,
(i) any Base Rate Portion of the Loans at any time, and (ii) any Euro-Rate
Portion of the Loans at the end of the Euro-Rate Interest Period therefor.

                  (b) Interest. The principal balance outstanding under each
Note shall bear interest, on the actual unpaid principal amount thereof from
time to time outstanding, from the date thereof until payment in full, at the
rates of interest set forth in Section 2.5. The Borrower shall pay accrued
interest on the unpaid principal balance of each Note in arrears (i) with
respect to each Base Rate Portion, at the Adjusted Base Rate (A) on the last day
(or, if such day is not a Business Day, the next succeeding Business Day) of
each March, June, September and December during the Revolving Credit Period
commencing December 31, 2000, (B) at maturity, whether by acceleration or
otherwise, of such Note, and (C) after maturity, on demand until paid in full,
and (ii) with respect to each Euro-Rate Portion, at the Adjusted Euro-Rate (A)
on the last day of each Euro-Rate Interest Period (provided, however, if the
Euro-Rate Interest Period chosen for a Euro-Rate Portion exceeds three (3)
months, interest on that Euro-Rate Portion shall be due and payable every three
(3) months during such Euro-Rate Interest Period and on the last day of such
Euro-Rate Interest Period), (B) at maturity, whether by acceleration or
otherwise, of such Note, and (C) after maturity, on demand until paid in full.

                  (c) Repayment. All Indebtedness, including the entire
principal balance outstanding under the Notes, and all unpaid and accrued
interest thereon on the Termination Date, shall be due and payable on such date.

                  (d) Voluntary Reductions. To the extent that the Borrower has
availability under the Revolving Credit, as it may be reduced pursuant to
Subsection 2.1(a), the Borrower may, by written notice to the Agent at least ten
(10) Business Days prior to the date on which such reduction is to become
effective, notify the Agent that the Borrower desires to reduce permanently all
or a portion of the Revolving Credit available hereunder [provided, however,
such reduction shall be in the amount of One Million ($1,000,000) Dollars or an
integral multiple thereof] and thereafter the Banks shall have no obligation
whatsoever to advance any funds (or to issue any Letters of Credit) hereunder to
the Borrower for the portion of the Revolving Credit that has been terminated.
The Commitment Fee for any such terminated portion of the Revolving Credit shall
not be payable for any period of time after such termination becomes effective.

                                       14
<PAGE>

               2.2 Commitment Fee; Closing Fee.

               (a) Commitment Fee. During and for the Revolving Credit Period,
the Borrower shall pay to the Agent for the ratable account of each Bank a
commitment fee (the "Commitment Fee") computed on the actual number of days
elapsed on the basis of a 360 day year and at the applicable Commitment Fee Rate
per annum on the average daily difference between (i) the lesser of (x) the
maximum amount of the Revolving Credit [as it may be reduced pursuant to
Subsection 2.1(d)] and (y) the then current Incurrence Limitation and (ii) the
sum of (w) the aggregate principal balances outstanding under the Notes plus (x)
the aggregate Stated Amount of Letters of Credit outstanding plus (y) the
aggregate amount of unreimbursed Draws under the Letters of Credit (the
"Aggregate Outstandings"). The Commitment Fee shall be due and payable
quarter-annually beginning on the last day (or, if such day is not a Business
Day, the next succeeding Business Day) of December, 2000 and on the last day
(or, if such day is not a Business Day, the next succeeding Business Day) of
each December, March, June and September thereafter and on the Termination Date.
For the purposes of this section, the term "Commitment Fee Rate" shall mean a
rate per annum equal to the then Applicable Margin for the Commitment Fee as set
forth under the column heading "Commitment Fee."

               (b) Closing Fee. Upon the execution hereof, the Borrower shall
pay to the Agent, for the benefit of the Banks, a fee (the "Closing Fee") of
$25,000, which Closing Fee is to be allocated among the Banks pro rata in
accordance with each Bank's Commitment Percentage.

               2.3 Limitations on Loans. No requested Loan shall be made if the
sum of the Aggregate Outstandings (after giving effect to such requested Loan)
would exceed the lesser of (a) the maximum amount of the Revolving Credit [as it
may be reduced pursuant to Subsection 2.1(d)] or (b) the Incurrence Limitation
then in effect.

               2.4 Mandatory Prepayments. If on any date (including any date on
which a certificate of the Borrower is delivered pursuant to Section 5.8) the
sum of the Aggregate Outstandings exceeds the lesser of (i) the maximum amount
of the Revolving Credit [as it may be reduced pursuant to Subsection 2.1(d)] or
(ii) the then applicable Incurrence Limitation, then, without notice or demand,
the Borrower shall, no later than fifteen (15) days following such date, prepay
the Loans in an amount equal to such excess. The Borrower may, subject to the
terms and conditions of this Agreement (including without limitation the
limitation set forth in Section 2.3 above), reborrow the amount of any
prepayment made hereunder. Any mandatory prepayment made pursuant to this
Section 2.4 shall be applied first to the Base Rate Portion of the Loans then
outstanding, and then to any Euro-Rate Portion of the Loans as the Borrower may
direct. Each such prepayment shall be accompanied by accrued interest to the
date of prepayment on the amount prepaid, plus any prepayment premium provided
for in Subsection 2.5(e).

               2.5 Interest Rate Options, Interest Payments and Certain Related
Payments Pertaining to the Loans.

               (a) Interest. Each of the Notes shall bear interest, on the
actual unpaid principal amount thereof from time to time outstanding, from the
date thereof until payment in full, at the rates of interest set forth in this
Section 2.5. The Borrower may call the Agent to receive an indication of the
rates then in effect, but it is acknowledged that any such projection shall not
be binding on the Banks nor affect the rate of interest which thereafter is
actually in

                                       15
<PAGE>

effect when the election is made. The Borrower shall pay accrued interest on the
unpaid principal balance of each Note in arrears as set forth in Subsection
2.1(b). If at any time the designated rate applicable to the Loans made by any
Bank exceeds such Bank's highest lawful rate, the rate of interest on the such
Loans shall be limited to such Bank's highest lawful rate.

               (b) Interest Rate Options. The unpaid principal amount of the
Loans then outstanding shall bear interest, for each day until due, at one or
more rates selected, at any time or from time to time, by the Borrower from
among the Options set forth below subject to the provisions of Subsections
2.5(c) and 2.5(d) below; it being understood that, subject to the provisions of
this Agreement, the Borrower may select different Options, subject to the
provisions of Subsections 2.5(c) and 2.5(d) below, to apply simultaneously to
different Portions of the Loans, and may select different Euro-Rate Interest
Periods to apply simultaneously to different Portions of the Euro-Rate Portions
of the Loans.

                    (i) Base Rate Option: A fluctuating rate per annum (computed
upon the basis of a year of 365/366 days, and the actual number of days elapsed)
equal to the sum of (I) the Base Rate, plus (II) the Applicable Margin (the
"Adjusted Base Rate"), with respect to the Loans outstanding. The foregoing rate
shall be adjusted automatically from time to time upon each change in the Base
Rate and each change in the Applicable Margin.

                    (ii) Euro-Rate Option: A rate per annum (computed upon the
basis of a year of 360 days and the actual number of days elapsed) equal to the
sum of (I) the Euro-Rate, plus (II) the Applicable Margin (the "Adjusted
Euro-Rate"), with respect to the Loans outstanding. The foregoing rate shall be
adjusted automatically, with respect to any Portion, from time to time upon each
change in the Applicable Margin.

               (c) Euro-Rate Interest Periods; Limitations on Elections. At any
time when the Borrower shall select, convert to or renew the Euro-Rate Option to
apply to all or any Portion of the outstanding Loans, it shall fix one or more
periods during which such Option shall apply, such periods to be one (1), two
(2), three (3), or six (6) months, in each case commencing on the borrowing,
conversion or renewal date. All of the foregoing, however, is subject to the
following:

                    (i) any Euro-Rate Interest Period which would otherwise end
on a day which is not a Business Day shall be extended to the next Business Day
unless such Business Day falls in the succeeding calendar month in which case
such Euro-Rate Interest Period shall end on the next preceding Business Day;

                    (ii) any Euro-Rate Interest Period which begins on the last
day of a calendar month or on a day for which there is no numerically
corresponding day in the subsequent calendar month during which such Euro-Rate
Interest Period is to end shall end on the last Business Day of such subsequent
month; and

                    (iii) in the case of the renewal of a Euro-Rate Portion at
the end of a Euro-Rate Interest Period, the first day of the new Euro-Rate
Interest Period shall be the last day of the preceding Euro-Rate Interest
Period, without duplication in payment of interest for such day.

               Elections by the Borrower of the Euro-Rate Option shall be
subject to the following further limitations:

                                       16
<PAGE>

                    (i) The Euro-Rate Portion for each Euro-Rate Interest Period
shall be in an aggregate principal amount of $500,000 or more; provided,
however, that each incremental unit in excess of $500,000 shall be $250,000 or
an integral multiple thereof;

                    (ii) No Euro-Rate Interest Period may be elected with regard
to amounts outstanding under the Note which Euro-Rate Interest Period would end
after the Termination Date;

                    (iii) Upon the occurrence of any automatic default set forth
in Section 9 hereof, or upon the declaration of any optional default pursuant to
Section 9 hereof, the ability of the Borrower to elect the Euro-Rate Option
shall cease; and

                    (iv) At no time may there be more than six (6) Euro-Rate
Interest Periods in effect.

               (d) Election, Conversion or Renewal of Euro-Rate and Base Rate
Interest Rate Options. Elections of or conversions to the Base Rate Option shall
continue in effect until converted as hereinafter provided. Elections of,
conversions to or renewals of the Euro-Rate Option shall expire as to each
Euro-Rate Portion at the expiration of the applicable Euro-Rate Interest Period.

               At any time with respect to the Base Rate Portion or at the
expiration of the applicable Euro-Rate Interest Period with respect to any
Euro-Rate Portion, the Borrower, subject to Subsection 2.5(c), may cause all or
any part of the principal amount of such Portion to be converted to and/or (in
the case of a Euro-Rate Portion) to be renewed under the Euro-Rate Option by
notice to the Agent as hereinafter provided. Such notice (i) shall be oral or in
writing and if oral immediately confirmed in writing to the Agent, (ii) shall be
irrevocable, (iii) shall be given not later than 11:00 A.M., Pittsburgh,
Pennsylvania time not less than three (3) Business Days prior to the proposed
effective date for conversion to or renewal of, either in whole or in part, the
Euro-Rate Option and (iv) shall set forth:

               (A) the effective date, which shall be a Business Day;

               (B) the new Euro-Rate Interest Period(s) selected; and

               (C) with respect to each such Euro-Rate Interest Period, the
aggregate principal amount of the corresponding Euro-Rate Portion.

               At the expiration of each Euro-Rate Interest Period, any part
(including the whole) of the principal amount of the corresponding Euro-Rate
Portion, as to which no notice of conversion or renewal has been received as
provided above, shall automatically be converted to the Base Rate Option. The
Agent shall promptly notify the Borrower and the Banks of any such automatic
conversion.

               (e) Repayments and Prepayments. The Borrower, upon (i) one (1)
Business Day's oral or written notice to the Agent, in the case of Loans bearing
interest at the Adjusted Base Rate or (ii) three (3) Business Days' oral or
written notice to the Agent, in the case of Loans bearing interest at the
Adjusted Euro-Rate, followed immediately thereafter by the Borrower's written
confirmation to the Agent of any oral notice, may repay, or prepay, as the

                                       17
<PAGE>

case may be, the outstanding amount of the Loans in whole or in part with
accrued interest, fees and other amounts then due and payable on the amount
repaid or prepaid, as the case may be, to the date of such repayment or
prepayment, as the case may be, all as set forth below.

               The Borrower may repay, or prepay, as the case may be, a Portion
of the Loans bearing interest at the Adjusted Base Rate without premium or
penalty. If the Borrower shall repay, or prepay, as the case may be, a Portion
of the Loans bearing interest at the Adjusted Euro-Rate prior to the end of the
Euro-Rate Interest Period relating to such Euro-Rate, the Borrower shall pay (in
addition to principal and interest) such additional amounts as may be necessary
to compensate each Bank for any loss and any direct or indirect costs, including
the cost of reemployment of funds so prepaid at rates lower than the cost to
such Bank of such funds. Such losses and costs shall be specified in writing
(setting forth the manner of calculation) to the Borrower by such Bank and,
absent manifest error in computation, shall be binding and conclusive on the
Borrower.

               (f) Yield Protection. If any Governmental Rule or the
interpretation or application thereof by any court or by any Governmental Person
charged with the administration thereof:

                    (i) subjects any Bank to any tax, levy, impost, charge, fee,
deduction or withholding of any kind hereunder (other than a tax imposed or
based upon the income of such Bank) or changes the basis of taxation of any Bank
with respect to the payments by the Borrower of principal or interest due
hereunder (other than any change which affects, and to the extent that it
affects, the taxation of the total net income of such Bank); or

                    (ii) imposes, modifies or deems applicable any reserve,
special deposit or similar requirements against assets held by any Bank; or

                    (iii) imposes upon any Bank any other condition with respect
to this Agreement,

such Bank shall notify the Agent in writing as soon as practicable after such
Bank becomes aware thereof; and if the result of any of the foregoing is to
increase the cost to such Bank, reduce the income receivable by such Bank or
impose any expense upon such Bank, with regard to all or any portion of the
Loans bearing interest at the Adjusted Euro-Rate, by an amount determined by
such Bank in good faith and which such Bank in good faith deems material, such
Bank shall notify, from time to time, the Agent and the Borrower of the amount
determined by such Bank (which determination, absent manifest error in
computation, shall be conclusive) to be necessary to compensate it (on an
after-tax basis) for such increase in cost, reduction in income or additional
expense, setting forth the calculations and the reasons therefor. The Borrower
shall pay such amount to such Bank, as additional consideration hereunder,
within ten (10) days of the Borrower's receipt of such notice.

                                       18
<PAGE>

               (g) Euro-Rate Unascertainable.

                    (i) If on any date on which a Euro-Rate would otherwise be
determined, the Agent shall have determined (which determination shall be final
and conclusive) that:

                    (a) adequate and reasonable means do not exist for
     ascertaining such Euro-Rate, or

                    (b) a contingency has occurred which materially and
     adversely affects the London interbank market relating to the Euro-Rate, or

                    (ii) if at any time any Bank shall have determined (which
determination shall be final and conclusive) that:

                    (a) the making, maintenance or funding of the Portion of the
     Loans to which a Euro-Rate Option applies has been made impracticable or
     unlawful by compliance by such Bank in good faith with any Governmental
     Rule or any interpretation or application thereof by any Governmental
     Person or with any request or directive of any such Governmental Person
     (whether or not having the force of law), or

                    (b) such Euro-Rate Option will not adequately and fairly
     reflect the cost to such Bank of the establishment or maintenance of the
     Portions of the Loans to which a Euro-Rate Option applies or

                    (c) after making all reasonable efforts that deposits of the
     relevant amount in Dollars for the relevant Euro-Rate Interest Period for
     the Loans to which a Euro-Rate Option applies, respectively, are not
     available to such Bank at the effective cost of funding a proposed
     Euro-Rate Interest Period, in the London interbank market,

then, in the case of any event specified in part (a) above, the Agent shall
promptly so notify the Borrower and the other Banks thereof; and in the case of
any event specified in part (b) above, the affected Bank shall promptly so
notify the Agent thereof, and the Agent shall send a copy of such notice to the
Borrower and the other Banks. Upon such date as shall be specified in such
notice (which shall not be earlier than the date such notice is given) the
obligation of the Banks to allow the Borrower to select, convert to or renew a
Euro-Rate Option shall be suspended until the Agent or such Bank (as the case
may be) shall have later notified the Borrower of the Bank's determination
(which determination shall be final and conclusive) that the circumstances
giving rise to such previous determination no longer exist. If at any time the
Agent or any Bank makes a determination under parts (a) or (b) of this
Subsection 2.5(g) and the Borrower has previously notified the Agent of the
Borrower's selection of, conversion to or renewal of a Euro-Rate Option and such
Option has not yet gone into effect, such notification shall be deemed to
provide for selection of, conversion to or renewal of the Base Rate Option
otherwise available with respect to the Portion of the Loans. On the date of the
occurrence of any event described in item (i) of part (b), the Loans bearing
interest at the Adjusted Euro-Rate then outstanding shall be automatically
converted to the Base Rate Option and the Borrower shall pay to the Banks the
accrued and unpaid interest on the Loans to (but not including) the date of such
conversion.

                                       19
<PAGE>

               The Borrower shall pay each Bank any additional amounts
determined by such Bank in good faith to be reasonably necessary to compensate
such Bank for any costs incurred by such Bank as a result of any conversion
pursuant to item (i) of part (b) above on a day other than the last day of the
relevant Euro-Rate Interest Period, including, but not limited to, any interest
or fees payable by such Bank to lenders of funds obtained by it to loan or
maintain the lending of the Loans so converted. The affected Bank shall furnish
to the Borrower a certificate as to the amount necessary to compensate such Bank
for such costs (which certificate shall set forth the calculation in reasonable
detail, and, absent manifest error in computation, shall be conclusive), and the
Borrower shall pay such amount to such Bank, as additional consideration
hereunder, within ten (10) days of the Borrower's receipt of such certificate.

               (h) Indemnity. The Borrower shall indemnify the Agent and each
Bank against all liabilities, losses or expenses (including loss of margin, any
loss or expense incurred in liquidating or employing deposits from third parties
and any loss or expense incurred in connection with funds acquired by a Bank to
fund or maintain Loans subject to the Euro-Rate Option) which any Bank sustains
or incurs as a consequence of any

                    (a) payment, prepayment, conversion or renewal of the Loans
to which the Euro-Rate Option applies on a day other than the last day of the
corresponding Euro-Rate Interest Period (whether or not such payment or
prepayment is mandatory, voluntary or automatic and whether or not such payment
or prepayment is then due),

                    (b) attempt by the Borrower to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any notice relating to the
making, maintenance, renewal or conversion of the Loans or any voluntary
prepayments of the Loans, or

                    (c) default by the Borrower in the payment of any principal
of, or interest on, the Loans when due (whether by acceleration or otherwise).

                    If any Bank sustains or incurs any such loss or expense it
shall from time to time notify the Borrower and the Agent of the amount
determined in good faith by such Bank (which determination shall be final and
conclusive and may include such assumptions, allocations of costs and expenses
and averaging or attribution methods as such Bank shall deem reasonable) to be
necessary to indemnify such Bank for such loss or expense. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given. In no event shall the indemnity payment provided for in
this Subsection 2.5(h) require any payment to any Bank for a specific liability,
loss or expense incurred by such Bank by the Borrower which duplicates the
reimbursement of such Bank for any loss suffered by such Bank upon a voluntary
prepayment of the Loans for which the Borrower has paid the prepayment premium
required by Subsection 2.5(e) hereof.

               (i) Interest After Default; Maturity. Upon the occurrence of and
during the continuance of a default under Section 9 hereof, and after the
principal amount of all or any part of the Loans shall have become due and
payable, whether by acceleration or otherwise, the

                                       20
<PAGE>

Loans shall bear interest at a rate per annum which shall be two hundred (200)
basis points (2%) per annum above the rate otherwise in effect under the Base
Rate Option, such interest rate to change automatically from time to time,
effective as of the effective date of each change in the Base Rate.

          2.6 Capital Adequacy Requirements. If any law or guideline or
interpretation or application thereof by any official body charged with the
interpretation or administration thereof or compliance with any request or
directive of any official body (whether or not having the force of law), now
existing or hereafter adopted or imposed, modifies or deems applicable any
capital adequacy, reserve requirements, special deposit or similar requirements
against assets (funded or contingent) of, or credits extended by or commitments
to extend credit by, any Bank and the result thereof is to have the effect of
reducing the rate of return on such Bank's capital as a consequence of its
obligations hereunder to make and continue the Loans or to issue or participate
in any Letter of Credit to a level below that which such Bank could have
achieved but for such adoption, imposition or modification, taking into
consideration such Bank's policies with respect to capital adequacy or reserve
requirements or special deposit or similar requirements, by an amount which such
Bank deems to be material, such Bank shall notify the Borrower of such events.
After such Bank notifies the Borrower of such events, such Bank shall promptly
deliver to the Borrower a statement of the amount necessary to compensate such
Bank for the reduction in the rate of return on its capital attributable to such
Bank's obligations hereunder to make and continue the Loans or to issue or
participate in any Letter of Credit. Such Bank shall determine the capital
compensation amount in good faith, using reasonable attribution and averaging
methods. Such Bank shall from time to time notify the Borrower of the amount so
determined and such amount shall be due and payable by the Borrower to such Bank
thirty (30) days after such notice is given; provided, however, that if the
Borrower pay the Loans in full (including principal and interest), cancel any
outstanding Letters of Credit, and terminate the Revolving Credit and the
commitment hereunder to issue Letters of Credit, within such thirty (30) day
period, the Borrower shall not be liable to such Bank to pay such amount
determined pursuant to this Section 2.6. All amounts determined in accordance
with this Section 2.6 shall be effective from the date on which such Bank first
gave notice to the Borrower of a reduction in such Bank's rate of return.

          2.7 Time, Place and Manner of Payments. All payments and prepayments
to be made by the Borrower hereunder or under any Note in respect of any
principal, interest, or fee shall be made to the Agent for the ratable accounts
of the Banks at the principal office of Agent in Pittsburgh, Pennsylvania. Such
payments shall be made in immediately available funds no later than 12:00 noon
(Pittsburgh, Pennsylvania time) on the date such payment is due.

          2.8 Loan Account. Each Bank shall open and maintain on its books a
loan account (each, a "Loan Account") in the name of the Borrower, with respect
to advances made, payments and prepayments of principal, and the computations
and payments of interest and all other amounts due and sums paid to such Bank
hereunder or under its Note. Such Loan Account, absent manifest error, shall be
conclusive and binding on the Borrower as to the amount at any time due to such
Bank from the Borrower.

          2.9 Letter of Credit Subfacility.

               (a) Terms of Letter of Credit. The Issuing Bank shall issue,
subject to the terms and conditions hereof (including but not limited to the
conditions contained in Section 8.1

                                       21
<PAGE>

hereof) and at the request of the Borrower, Letters of Credit for the account of
the Borrower or a Restricted Subsidiary of the Borrower, all as more fully set
forth in this Section 2.9.

                    (i) No Letter of Credit shall be issued hereunder which has
an expiry date later than the earlier of (i) one (1) year after the date of
issuance thereof, or (ii) five (5) Business Days prior to the Termination Date;
provided, however, that any Letter of Credit with a one (1) year maturity may
provide for the renewal thereof for an additional one (1) year period, which
shall in no event extend beyond five (5) Business Days prior to the Termination
Date.

                    (ii) Each Letter of Credit, whether now outstanding or
hereafter issued by the Issuing Bank upon written request received by the
Issuing Bank not less than five (5) Business Days prior to the proposed date of
issuance pursuant to this Section 2.9, has been or shall be issued in accordance
with the Issuing Bank's then current practices relating to the issuance by the
Issuing Bank of Letters of Credit, including but not limited to the execution
and delivery by the Borrower of an application for and/or confirmation of
standby letter of credit and the payment by the Borrower of the customary
processing fees. Each issuance or renewal of a Letter of Credit hereunder shall
be conditioned on (and be deemed to be a representation and warranty by the
Borrower as to) the following: that, at the time of such issuance or renewal,
the representations and warranties contained in this Agreement are true and
correct and no default set forth in Section 9 hereof shall have occurred and be
continuing and no event which, with the giving of notice or lapse of time or
both would become such a default, shall have occurred or shall have failed to
occur and be continuing.

                    (iii) In no event shall the aggregate undrawn face amount of
the Letters of Credit plus any unreimbursed Draws exceed, at any one time, Three
Million ($3,000,000) Dollars. The Stated Amount of each Letter of Credit, while
the same is issued and outstanding, and any unreimbursed Draws under the Letters
of Credit, shall reduce the maximum amount otherwise available for Loans under
the Revolving Credit as set forth in Subsection 2.1(a) hereof. No Letters of
Credit may be issued hereunder to the extent that such issuance would cause the
Aggregate Outstandings to exceed the lesser of (a) the maximum amount of the
Revolving Credit then in effect or (b) the then current Incurrence Limitation.

               (b) Disbursements, Reimbursement.

                    (i) Immediately upon the issuance of each Letter of Credit,
each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Issuing Bank a participation in such Letter of Credit and
each Draw thereunder in an amount equal to such Bank's Ratable Share of the
maximum amount available to be drawn under such Letter of Credit and the amount
of such Draw, respectively.

                    (ii) In the event of any request for a Draw under a Letter
of Credit by the beneficiary or transferee thereof, the Issuing Bank will
promptly notify the Borrower and the Agent and the Borrower shall reimburse
(such obligation to reimburse the Issuing Bank shall sometimes be referred to as
a "Reimbursement Obligation") the Issuing Bank prior to 12:00 noon, Pittsburgh
time on each date that an amount is paid by the Issuing Bank under any Letter of
Credit (each such date, a "Drawing Date") in an amount equal to the amount so
paid by the Issuing Bank. In the event the Borrower fails to reimburse the
Issuing Bank for the full amount of any drawing under any Letter of Credit by
12:00 noon, Pittsburgh time, on the Drawing Date, the Issuing Bank will promptly
notify the Agent and each Bank thereof, and the Borrower shall be deemed to have
requested that Loans be made by the Banks under the Base Rate Option to

                                       22
<PAGE>

be disbursed on the Drawing Date under such Letter of Credit, subject to the
conditions set forth in Section 8 below, other than any notice requirements. Any
notice given by the Issuing Bank pursuant to this paragraph may be oral if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

                    (iii) Each Bank shall upon any notice pursuant to paragraph
(ii) above make available to the Agent for the account of the Issuing Bank an
amount in immediately available funds equal to its Ratable Share of the amount
of the drawing, whereupon the participating Banks shall (subject to paragraph
(iv) below) each be deemed to have made a Loan under the Base Rate Option to the
Borrower in that amount. If any Bank so notified fails to make available to the
Agent for the account of the Issuing Bank the amount of such Bank's Ratable
Share of such amount by no later than 2:00 p.m., Pittsburgh time on the Drawing
Date, then interest shall accrue on such Bank's obligation to make such payment,
from the Drawing Date to the date on which such Bank makes such payment, (i) at
a rate per annum equal to the Federal Funds Rate in effect during the first
three days following the Drawing Date and (iii) at a rate per annum equal to the
rate applicable to Loans under the Base Rate Option on and after the fourth day
following the Drawing Date. The Issuing Bank will promptly give notice of the
occurrence of the Drawing Date, but failure of the Issuing Bank to give any such
notice on the Drawing Date or in sufficient time to enable any Bank to effect
such payment on such date shall not relieve such Bank from its obligation under
this paragraph.

                    (iv) With respect to any unreimbursed Draw that is not
converted into a Loan under the Base Rate Option to the Borrower in whole or in
part as contemplated by paragraph (ii) above, the Borrower shall be deemed to
have incurred from the Issuing Bank a Letter of Credit Borrowing in the amount
of such Draw. Such Letter of Credit Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the rate per annum
applicable to the Loans under the Base Rate Option. Each Bank's payment to the
Issuing Bank pursuant to paragraph (iii) above, shall be deemed to be a payment
in respect of its participation in such Letter of Credit Borrowing and shall
constitute a Participation Advance from such Bank in satisfaction of its
participation obligation under this Section 2.9.

               (c) Repayment of Participation Advances.

                    (i) Upon (and only upon) receipt by the Issuing Bank for its
account of immediately available funds from the Borrower (x) in reimbursement of
any payment made by the Issuing Bank under the Letter of Credit with respect to
which any Bank has made a Participation Advance to the Issuing Bank, or (y) in
payment of interest on such a payment made by the Issuing Bank under such a
Letter of Credit, the Issuing Bank will pay to each Bank, in the same funds as
those received by the Issuing Bank, the amount of such Bank's Ratable Share of
such funds, except the Issuing Bank shall retain the amount of the Ratable Share
of such funds of any Bank that did not make a Participation Advance in respect
of such payment by Issuing Bank.

                    (ii) If the Issuing Bank is required at any time to return
to the Borrower, or to a trustee, receiver, liquidator, custodian, or any
official in any insolvency or similar proceeding, any portion of the payments
made by the Borrower to the Issuing Bank pursuant to paragraph (i) immediately
above in reimbursement of a payment made under the Letter of Credit or interest
or fee thereon, each Bank shall, on demand of the Issuing Bank, forthwith return
to the Issuing Bank the amount of its Ratable Share of any amounts so returned

                                       23
<PAGE>

by the Issuing Bank plus interest thereon from the date such demand is made to
the date such amounts are returned by such Bank to the Issuing Bank, at a rate
per annum equal to the Federal Funds Rate in effect from time to time.

               (d) Documentation.

               The Borrower agrees to be bound by the terms of the Issuing
Bank's application and agreement for letters of credit and the Issuing Bank's
written regulations and customary practices relating to letters of credit,
though such interpretation may be different from the Borrower's own. In the
event of a conflict between such application or agreement and this Agreement,
this Agreement shall govern. It is understood and agreed that, except in the
case of gross negligence or willful misconduct, the Issuing Bank shall not be
liable for any error, negligence and/or mistakes, whether of omission or
commission, in following the Borrower's instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements thereto.

               (e) Determinations to Honor Drawing Requests.

               In determining whether to honor any request for drawing under any
Letter of Credit by the beneficiary thereof, the Issuing Bank shall be
responsible only to determine that the documents and certificates required to be
delivered under such Letter of Credit have been delivered and that they comply
on their face with the requirements of such Letter of Credit.

               (f) Nature of Participation and Reimbursement Obligations.

               Each Bank's obligation in accordance with this Agreement to make
the Loans or Participation Advances, as contemplated by Subsection 2.9(b), as a
result of a drawing under a Letter of Credit, and the obligations of the
Borrower to reimburse the Issuing Bank upon a draw under a Letter of Credit,
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Section 2.9 under all
circumstances, including the following circumstances:

                    (i) any set-off, counterclaim, recoupment, defense or other
right which such Bank may have against the Issuing Bank, the Borrower or any
other Person for any reason whatsoever;

                    (ii) the failure of the Borrower or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Section 8.1 or as otherwise set forth in this Agreement for the making
of a Loan, it being acknowledged that such conditions are not required for the
making of a Letter of Credit Borrowing and the obligation of the Banks to make
Participation Advances under Subsection 2.9(b);

                    (iii) any lack of validity or enforceability of any Letter
of Credit;

                    (iv) the existence of any claim, set-off, defense or other
right which the Borrower or any Bank may have at any time against a beneficiary
or any transferee of any Letter of Credit (or any Persons for whom any such
transferee may be acting), the Agent, the Issuing Bank or any Bank or any other
Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying

                                       24
<PAGE>

transaction between the Borrower or any Subsidiary and the beneficiary for which
any Letter of Credit was procured);

                    (v) any draft, demand, certificate or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect even if the Issuing Bank has been notified thereof;

                    (vi) payment by the Issuing Bank under any Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit, provided that such
payment shall not have constituted gross negligence or willful misconduct of the
Issuing Bank;

                    (vii) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any Subsidiary;

                    (viii) any breach of this Agreement or any other Loan
Document by any party thereto;

                    (ix) the occurrence or continuance of an insolvency or
similar proceeding with respect to the Borrower;

                    (x) the fact that a default or event of default under
Section 9 hereof shall have occurred and be continuing;

                    (xi) the fact that the Termination Date shall have passed or
this Agreement or the commitments hereunder shall have been terminated; and

                    (xii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, not resulting from gross
negligence or willful misconduct of the Issuing Bank.

               (g) Liability for Acts and Omissions.

                    As between the Borrower and the Issuing Bank, the Borrower
assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Issuing Bank shall not
be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any party in connection with the
application for an issuance of any such Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged (even if the Issuing Bank shall have been notified
thereof); (ii) the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions
required in order to draw upon such Letter of Credit or any other claim of the
Borrower against any beneficiary of such Letter of Credit, or any such
transferee, or any dispute between or among the Borrower and any beneficiary of
any Letter of Credit or any such transferee; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable,

                                       25
<PAGE>

telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of the Issuing Bank, including any action of any Governmental Person,
and none of the above shall affect or impair, or prevent the vesting of, any of
the Issuing Bank's rights or powers hereunder. Nothing in the preceding sentence
shall relieve the Issuing Bank from liability for the Issuing Bank's gross
negligence or willful misconduct in connection with actions or omissions
described in such clauses (i) through (viii) of such sentence.

                    In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit issued by it or any
documents and certificates delivered thereunder, if taken or omitted in good
faith, shall not put the Issuing Bank under any resulting liability to the
Borrower or any Bank.

               (h) Reimbursement for Charges and Fees. The Borrower agrees to
pay or cause to be paid to the Issuing Bank on demand, all normal and customary
transaction charges that the Issuing Bank may charge (i) for drawings under the
Letters of Credit, (ii) for transfers of each respective Letter of Credit in
accordance with its terms and (iii) for amendments of the Letters of Credit,
payable without any requirement of notice or demand by the Issuing Bank on the
day of such drawing, transfer or amendment.

               (i) Letter of Credit Fees. The Borrower shall pay to the Agent
for the ratable account of the Banks quarterly in arrears, on the last day of
each September, December, March and June, a commission (the "Letter of Credit
Fee") equal to the Applicable Margin for Loan bearing interest at the Euro-Rate
Option on the average daily aggregate Stated Amount of Letters of Credit
outstanding during the three month period ending on such date; provided,
however, that upon the occurrence of and during the continuance of an event of
default under Section 9 hereof, the foregoing fee shall automatically be
increased by two hundred (200) basis points (2%) per annum above the rate
otherwise in effect.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

          To induce the Banks to enter into this Agreement and to make and
continue the loans and to issue and renew the Letters of Credit, each as herein
provided for, the Borrower hereby represents and warrants to the Banks that:

               3.1 Existence and Authority. Each Loan Party is a corporation,
limited partnership or limited liability company duly organized, validly
existing and in good standing under the laws of the state of its formation, and
is duly qualified to do business, and is in good standing as a foreign
corporation, limited partnership or limited liability company in all
jurisdictions wherein its ownership of property or the nature of its business
requires such qualification and in which the failure to be so qualified would
materially adversely affect its business or financial condition and has the
right, power and authority to own, and hold under lease, its properties and to
carry on its business as now being conducted.

               3.2 Capitalization and Subsidiaries. (a) The issued and
outstanding securities of the Borrower consist of One Million Five Hundred
Thousand (1,500,000) common

                                       26
<PAGE>

units of limited partnership interest and One Million Six Hundred Forty-One
Thousand Twenty-Six (1,641,026) subordinated units of limited partnership
interest all of which have been validly issued and are fully paid and
nonassessable.

               (b) All issued and outstanding membership units of the General
Partner have been validly issued and are fully paid and nonassessable and are
owned by and issued to the persons shown on Schedule 3.2 attached hereto and
made a part hereof.

               (c) Except for the Subsidiaries and other investments in other
Persons set forth on Schedule 3.2, neither the Borrower nor any Subsidiary of
the Borrower owns directly or indirectly any capital stock of any other Person.
The Borrower, and each Subsidiary of the Borrower, has good and marketable title
to all the securities of the Subsidiaries issued to it, free and clear of all
liens and encumbrances, and all such securities have been duly and validly
issued and are fully paid and nonassessable. The authorized securities of the
Subsidiaries and the ownership thereof are as shown on Schedule 3.2 attached
hereto and made a part hereof.

               3.3 Rights, Titles and Interests. The Borrower and the
Subsidiaries have, and will have, good and marketable rights, titles and
interests in and to all of their properties including all the Property free and
clear of all Liens, except for Permitted Liens and any other Liens permitted
under Section 6.2 below. The Borrower warrants that, at its expense it will, and
will cause the Subsidiaries to, defend generally their properties including the
Property, and the rights, titles and interests of the Banks therein and thereto,
against the claims and demands of all persons, corporations and any other
entities whatsoever. No defaults have occurred under any of the documents or
instruments pursuant to which, or establishing that, the Borrower and the
Subsidiaries acquired interests in their properties including the Property which
have not been cured or waived and such documents and instruments are in full
force and effect and they have not been modified or amended. The Atlas Pipeline
Database dated February 2000 and prepared by Andrews & Kurth, L.L.P. and
delivered to the Agent, together with the list delivered to the Agent of
additional Pipeline assets acquired by the Borrower or its Restricted
Subsidiaries since February 2, 2000, describe substantially all of the Pipeline
assets presently owned by the Borrower or its Restricted Subsidiaries.

               3.4 Financial Statements. The financial statements described
below in this Section 3.4, together with the notes and reports thereto (copies
of which have been furnished to the Agent), are complete and correct, have been
prepared in accordance with generally accepted accounting principles, practices
and procedures consistently applied and present fairly the financial positions
of the Borrower and the Subsidiaries as at the dates set forth below and the
results of their operations for the periods set forth below, subject only to
ordinary and usual year end audit adjustments:

               The balance sheets as of March 31, 2000 and June 30, 2000 and the
related statements of income, changes in stockholder's equity and changes in
financial position for the two (2) month and five (5) month periods,
respectively, ended on such dates, prepared by the chief financial officer of
the Borrower.

               Except as reflected or referred to in the above described
financial statements, neither the Borrower nor any of the Subsidiaries has any
contingent or disputed liabilities or unrealized or anticipated losses or
commitments which in the aggregate are material. Since the last date shown above
for the balance sheets of the Borrower, there has been no change in the
condition, business or prospects, financial or otherwise, of the Borrower

                                       27
<PAGE>

or its Subsidiaries as shown on the balance sheet as of such date and no change
in the aggregate value of the property owned by the Borrower and its
Subsidiaries, including the Property, except changes in the ordinary course of
business.

               3.5 Litigation. Except as set forth on Schedule 3.5 attached
hereto, there is no material litigation or proceeding of any kind whatsoever
pending, nor to the knowledge of Borrower threatened, nor any judgment, order,
writ, injunction, decree or award outstanding, nor any material contingent
obligations, which could adversely affect the Borrower or the Subsidiaries or
the operation of any of their businesses, or their properties including the
Property, nor does the Borrower know or have reasonable grounds to know of any
basis for any such action or any governmental investigation or any claim
relating to the Borrower or the Subsidiaries or the operation of any of their
businesses, or their properties including the Property. Except as set forth on
Schedule 3.5 attached hereto, the Borrower and the Subsidiaries have each
complied with all material provisions of all agreements to which they are
parties or by which they are bound and are not in default under any of them or
in the payment of any of their obligations.

               3.6 Validity; Binding Effect; Enforceability; No Conflicts. The
execution and delivery of the Loan Documents to be executed and/or delivered by
any Loan Party, the borrowings under the Loan Documents, the performance by each
Loan Party of its obligations under the Loan Documents and the assignment of,
and the grant of the liens on and security interests in, the Loan Parties'
various rights, titles and interests, to the Agent (for the benefit of the
Banks) by the Loan Documents, do not, and will not, contravene any provision of
law, or of the articles or certificate of incorporation, partnership agreement,
operating agreement, by-laws or other organizational, formation or governing
document of any Loan Party, or of any agreement, instrument or other document or
of any judicial, arbitration or local, state or federal governmental requirement
or restriction to which any Loan Party is a party or by which it is bound, or
result in the creation or imposition of any lien or other encumbrance on any of
the property of any Loan Party including the Property except the liens and
security interests granted by the Loan Documents; and any and all consents or
approvals of any kind whatsoever, including approvals and consents of any local,
state or federal governmental unit, commission, authority, agency or other body,
required to be obtained in connection therewith have been obtained and are in
full force and effect. This Agreement constitutes, and the other Loan Documents
when duly executed will constitute, legal, valid and binding obligations of any
Loan Party enforceable in accordance with their respective terms. Each Loan
Party is duly authorized to execute and deliver this Agreement and the other
Loan Documents to which it is a party; all action necessary and proper to
authorize the execution and delivery of the Loan Documents has occurred; and
each Loan Party is, and will continue to be, duly authorized, and has, and shall
continue to have, the right, power and authority, to execute and deliver the
Loan Documents and to make the assignment and grant the liens and security
interests pursuant to the Loan Documents as well as to borrow under the Loan
Documents to which it is a party and to perform all of the other terms and
conditions of the Loan Documents.

               3.7 Permits. The Borrower has obtained, or caused to be obtained,
all permissions, licenses, easements, rights-of-way, leasehold and fee interests
and all local, state and federal governmental approvals, authorizations,
consents and permits as well as all other rights, titles and interests necessary
to the ownership, development and operation of the properties of the Borrower
and the Subsidiaries (including the Property) and the conduct of their
businesses (except such of those which, if not obtained, would not, individually
or in the

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<PAGE>

aggregate, have a material adverse effect on the Borrower or the Restricted
Subsidiaries), all of which are in full force and effect.

               3.8 Operation of the Pipeline. The statements relating to the
transportation of gas through the Pipeline for the period from January 28, 2000
through June 30, 2000 heretofore furnished by the Borrower to the Agent are
accurate; since June 30, 2000 there has been no damage, destruction or loss to
the Pipeline; the Pipeline is currently in operation and the monthly
transportation of gas through the Pipeline has not materially diminished.

               3.9 Public Utility Holding Company. Neither the Borrower, nor any
Subsidiary of the Borrower, is a holding company or a subsidiary of a holding
company or a public utility company as such terms are defined in the Public
Utility Holding Company Act of 1935.

               3.10 ERISA. Neither the Borrower nor any Subsidiary has received
notice that the Pension Benefit Guaranty Corporation ("PBGC") has made a
determination that, with respect to any Plan (as hereinafter defined) of the
Borrower, or any Subsidiary or other affiliate of the Borrower, an event or
condition has occurred which constitutes grounds under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") for the termination of, or for
the appointment of a trustee to administer, any such Plan. As used herein,
"Plan" shall be defined as any employee benefit plan or other plan maintained
for employees of the Borrower, or any Subsidiary of the Borrower, covered by
ERISA.

               3.11 Regulation U, T and X. Neither the Borrower nor any
Subsidiary is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U, T or X
of the Board of Governors of the Federal Reserve System), and no part of the
proceeds of any advance under the Loan Documents will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.

               3.12 Compliance with Law. Each Loan Party has complied with, and
is in compliance with, all applicable local, state and federal laws, rules and
regulations relating to all of its activities including, but not limited to, the
operation of the Pipeline and the offer and sale of securities.

               3.13 Taxes. All tax returns and reports of the Borrower and the
Subsidiaries required by law to be filed have been duly filed, and all taxes,
assessments, fees and other governmental charges upon the Borrower and the
Subsidiaries or upon any of the property of the Borrower and the Subsidiaries
including the Property and upon any of the other assets, income or franchises of
the Borrower and the Subsidiaries which are due and payable have been paid,
except taxes, assessments, fees and other governmental charges being contested
in good faith as set forth in Section 5.10 hereof unless required to be paid as
set forth in such Section and subject to the reserve requirements set forth in
Section 5.10 hereof.

               3.14 Relationship of the Borrower and the Subsidiaries. The
Borrower and the Subsidiaries are engaged in related businesses operated as part
of one consolidated business entity, and the Borrower and each Subsidiary is
directly and indirectly dependent upon each other for and in connection with
their business activities and their financial resources; and the Borrower and
each Subsidiary has determined, reasonably and in good faith, that it will
receive substantial direct and indirect economic and financial benefits from the
borrowings made under

                                       29
<PAGE>

this Agreement, and such borrowings are in its best interests, having regard to
all relevant facts and circumstances.

               3.15 Environmental Matters. To the best of the Borrower's
knowledge, (i) the Property is and has been in compliance, in all material
respects, with all applicable local, state and federal environmental laws, rules
and regulations, (ii) there have been no releases in violation of any
environmental law, rule or regulation of any chemical, material, substance or
waste which is a threat to the public health, safety or welfare or the
environment or the health of living organisms, or any hazardous, toxic,
contaminating or polluting substance as defined by any environmental law, rule
or regulation (individually and collectively "Hazardous Substances") and (iii)
there is no basis for the imposition of environmental liability against the
Property or for the imposition of any environmental liability against any
former, present or future owner or operator of the Property.

               3.16 Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended from time to time, or a
company under the "control" of an "investment company," as those terms are
defined in such Act, and shall not become such an "investment company" or under
such "control."

               3.17 Disclosure. No representation or warranty made by the
Borrower in this Agreement, or in any financial statement, report, certificate
or any other document furnished in connection herewith or therewith contains any
untrue statement of fact or omits to state any fact necessary to make the
statements herein or therein not misleading. There is no fact known to the
Borrower or which reasonably should be known to the Borrower which the Borrower
has not disclosed to Agent in writing with respect to the transactions
contemplated by this Agreement which could reasonably be expected to have a
material adverse effect on the Borrower or any Subsidiary.

               3.18 Updates to Schedules. Should any of the information or
disclosures provided on any of the schedules attached hereto or to any other
Loan Document become outdated or incorrect in any material respect, the affected
Loan Party shall promptly provide the Agent in writing with such revisions or
updates to such schedules as may be necessary or appropriate to update or
correct same; provided, however, that no schedule shall be deemed to have been
amended, modified or superseded by any such correction or update, nor shall any
breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such schedule be deemed to have been cured thereby, unless
and until the Required Banks, in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such schedule.

               3.19 Solvency. On the date hereof, and as of the date of each
advance of a Loan and issuance or renewal of any Letter of Credit, as the case
may be, and after giving effect to such advance or the issuance or renewal of a
Letter of Credit, and after giving effect to the consummation of the
transactions contemplated by this Agreement, the Borrower is, and will be,
Solvent.

               3.20 Material Contracts. Each Material Contract is in full force
and effect and there are no defaults thereunder, no event has occurred or is
occurring which after notice or lapse of time or both will result in such a
default, and no party to any Material Contract has terminated or attempted to
terminate such Material Contract.

                                       30
<PAGE>

SECTION 4. SECURITY.

          To secure the payment of principal of, and interest on, the Notes, all
reimbursement and other obligations relating to the Letters of Credit, and all
fees, costs, expenses and other charges to be paid or reimbursed by the Loan
Parties under the Loan Documents and all other Indebtedness and other
obligations of the Loan Parties to the Agent and the Banks under the Loan
Documents and the performance of the terms of the Loan Documents and all other
instruments and documents executed by any Loan Party in favor of, or for the
benefit of, the Agent and the Banks with respect thereto:

               4.1 Security Documents. The Borrower hereby agrees to execute and
deliver, or cause to be executed and delivered, to the Agent, on behalf of the
Banks, the following:

                    A. One or more mortgages and security agreements (and/or
amendments thereto) substantially in the form of Exhibit "D" attached hereto and
made a part hereof, as one or more may be amended, modified or supplemented from
time to time, which shall assign to Agent, and grant to Agent, on behalf of the
Banks, a lien on and security interest in, all the property of the Borrower and
the Restricted Subsidiaries described in the Mortgages, including without
limitation the Pipeline.

                    B. One or more security agreements substantially in the form
of Exhibit "E" attached hereto and made a part hereof, as one or more may be
amended, modified or supplemented from time to time, which shall assign to
Agent, and grant to Agent, on behalf of the Banks, a security interest in, all
the property of the Borrower and the Restricted Subsidiaries described in the
Security Agreements, including all rights, titles and interests of the Borrower
and the Restricted Subsidiaries in and to their accounts, general intangibles,
equipment, inventory and the proceeds and produce thereof.

                    C. One or more pledge agreements substantially in the form
of Exhibit "F" attached hereto and made a part hereof, as one or more may be
amended, modified or supplemented from time to time, which assign to Agent, and
grant to Agent, on behalf of the Banks, a lien on and security interest in, all
the property of the Borrower described in such Pledge Agreement including all of
the Borrower's rights, titles and interest in and to the limited partnership
interest and common units Atlas Operating, together with undated stock powers
executed in blank.

                    D. One or more pledge agreements substantially in the form
of Exhibit "G" attached hereto and made a part hereof, as one or more may be
amended, modified or supplemented from time to time, which assign to Agent, and
grant to Agent, on behalf of the Banks, a lien on and security interest in, all
the property of Atlas Operating described in such Pledge Agreement including all
of Atlas Operating's rights, titles and interest in and to the membership units
of Atlas Pipeline New York, LLC, Atlas Pipeline Ohio, LLC and Atlas Pipeline
Pennsylvania, LLC, together with undated stock powers executed in blank.

                    E. One or more pledge agreements substantially in the form
of Exhibit "H" attached hereto and made a part hereto, as one or more may be
amended, modified or supplemented from time to time, which shall assign to
Agent, and grant to PNC Bank, National Association, as collateral agent for the
Agent, on behalf of the Banks, a lien on and security

                                       31
<PAGE>

interest in, all of the property of the General Partner described in such Pledge
Agreement including all right, title and interest of the General Partner in and
to (i) the limited partner interest and common units (subordinated or otherwise)
of the Borrower and (ii) all rights to payment or distributions of the General
Partner from the Borrower and Atlas Operating, together with undated stock
powers executed in blank.

                    F. One or more collateral assignments of contract rights
substantially in the form of Exhibit "I" attached hereto and made a part hereto,
as one or more may be amended, modified or supplemented from time to time, which
shall collaterally assign to Agent, and grant to Agent on behalf of the Banks, a
security interest in and to all right, title, interest of the Borrower and Atlas
Operating pursuant to the Material Contracts, together with the written consent
of the other parties to such contracts to such collateral assignment.

                    G. All Financing Statements and all amendments and
modifications thereof and all supplements thereto and all notification and
control agreements required by Agent in connection with the liens and security
interests granted pursuant to the Mortgage, the Security Agreements, the Pledge
Agreements and the Collateral Assignments.

                    H. An intercreditor and collateral agency agreement
substantially in the form of Exhibit "L" attached hereto and made a part hereof,
which shall provide for a shared lien on and security interest in the collateral
described in the Pledge Agreement (General Partner).

               4.2 Set-Off. The Borrower hereby gives to each Bank a lien on,
and security interest in, any and all property, credits, securities, monies and
claims of the Borrower which may at any time be delivered to, or be in the
possession of, or owed to the Borrower by, the Bank in any capacity whatsoever
including the balances of any and all accounts maintained by the Borrower with
such Bank. The Borrower authorizes each Bank in case of a default under Section
9 hereof, at such Bank's option, at any time and from time to time, to apply to
the payment of the Indebtedness any such property, credits, securities, monies
and claims. In the event that in the exercise of the rights set forth in this
Section 4.2, any Bank applies to the payment of the Indebtedness any property,
credits, securities, monies or claims which belong to a person, corporation or
entity other than the Borrower, such Bank shall promptly deliver such property,
credits, securities, monies or claims (or at the option of such Bank, an amount
of cash equivalent to the value thereof at the time such Bank makes such
application) to the persons, corporations or other entities entitled thereto, or
at the option of such Bank to the Borrower, upon being furnished with evidence
satisfactory to such Bank of such property, credits, securities, monies or
claims and the identity of the persons, corporations or other entities entitled
thereto.

               4.3 Additional Security - Generally. In the event that the
Borrower or any Restricted Subsidiary is to provide additional security for the
payment of the Indebtedness and the performance of the Loan Documents, such
additional security shall be of such kind, in such form and have such value as
Agent shall in its sole discretion require and shall be otherwise acceptable to
Agent. The Borrower shall execute and deliver, or cause to be executed and
delivered to Agent, on behalf of the Banks, such new or amended Security
Documents relating to such additional collateral, as well as such other
instruments, papers and other documents, and take such further action in
connection therewith, as the Agent shall in its sole discretion require
(including but not limited to providing reports and opinions relating to matters
concerning title to such additional security and concerning the priority of the
lien(s) and security

                                       32
<PAGE>

interest(s) granted by such new or amended mortgage and/or
security agreement and/or pledge agreement).

               4.4 Certain Additional Security. The Borrower hereby agrees to
deliver, or cause to be delivered, to the Agent, in connection with (i) the
acquisition or construction of any new Pipeline properties or interests with an
aggregate purchase price or construction cost of greater than $50,000 or (ii)
any Permitted Acquisition, such new or amended Security Documents necessary to
grant to the Agent for the benefit of the Banks a first priority perfected lien
on and security interest in substantially all of the interests of the Borrower
and the Restricted Subsidiaries in the pipeline assets and related contract
rights and other property so acquired, or in the equity interest in the Person
so acquired, as applicable, and further agrees to take, or cause to be taken,
such other action as required by Section 4.3 in accordance therewith.

               4.5 Operating Accounts. The Borrower agrees to maintain, or cause
to be maintained, all of the principal operating accounts of the Borrower and
each Restricted Subsidiary at the Agent, and agrees to deposit, or cause to be
deposited, in such accounts substantially all of its and their respective funds.

               4.6 Guaranties. The Borrower hereby agrees to cause to be
delivered to the Agent for the benefit of the Banks, one or more Guaranty
Agreements executed by the General Partner and by each Restricted Subsidiary of
the Borrower, each substantially in the form of Exhibit "C" attached hereto and
made a part hereof, whereby the Guarantors shall guarantee, and be surety for,
the prompt and punctual payment of the Indebtedness and the prompt and punctual
performance of the other obligations of the Borrower under the Loan Documents.
The Borrower shall cause each Subsidiary which becomes a Restricted Subsidiary
after the date hereof (whether pursuant to a Permitted Acquisition or otherwise)
to execute and deliver to the Agent, for the benefit of the Banks, a Guaranty
Agreement. Such execution and delivery shall occur at the time that such
Subsidiary becomes a Restricted Subsidiary.

               4.7 Subordination of Indebtedness and Liens. Any intercompany
loans or advances of the Borrower now or hereafter owed to the Borrower by any
other Loan Party are hereby subordinated to the Indebtedness of such other Loan
Party to the Banks, and any document or instrument evidencing such loans or
advances shall contain a legend giving notice of such subordination. Any
intercompany loans or advances of any other Loan Party due to the Borrower, if
an event of default hereunder shall have occurred and the Agent so requests,
shall be collected, enforced and received by the Borrower as trustee for the
Banks and be paid over to the Agent for the account of the Banks on account of
the Indebtedness but without affecting in any manner the liability of the
Borrower under the other provisions of this Agreement or any other Loan
Document. Any Lien, claim, right or other encumbrance on any property of any
Loan Party in favor of the Borrower is hereby subordinated in all respects to
the Liens granted to the Agent for the benefit of the Banks.

SECTION 5. AFFIRMATIVE COVENANTS.

          For so long as any Indebtedness remains unpaid, unless the Agent (with
the approval of the Required Banks) otherwise consents in writing, the Borrower
hereby agrees that:

               5.1 First Lien Undertakings. The Borrower shall obtain and
deliver, or cause to be obtained and delivered, to the Agent and the Banks such
legal opinions, title reports,

                                       33
<PAGE>

representations, letters, acknowledgments, attornment agreements, releases,
disclaimers, subordinations of prior liens and security interests,
non-disturbance agreements, certificates of non-interference with easements,
rights-of-way or coal operations and such other documents as may be requested by
the Agent and the Banks from time to time, and shall take, or cause to be taken,
all steps, to satisfy all requirements of the Agent and the Banks that the
Borrower and the Subsidiaries have, and will have, good and marketable rights,
titles and interests in and to all of their properties (including the Property),
and that the liens and security interests described in Section 4 hereof are
valid and perfected first liens and security interests, free and clear of all
liens and encumbrances except Permitted Liens.

               5.2 Protection of Rights, Titles and Interests. The Borrower will
take, or cause to be taken, all steps necessary and proper (i) to protect and
enforce its and the Subsidiaries' rights, titles and interests in and to all
their respective properties (including the Property) and in connection with
their respective businesses and (ii) to comply with all duties, terms and
conditions undertaken or assumed by the Borrower and the Subsidiaries in
connection with their properties (including the Property) and their businesses.

               5.3 Operation and Maintenance. The Borrower will continuously
operate, or cause to be operated, its and the Subsidiaries' properties
(including the Property) in a good and workmanlike manner and in accordance with
industry practices for businesses of similar size and circumstances. The
Borrower shall maintain, or cause to be maintained, all of its and the
Subsidiaries' properties (including the Property) in good condition in
accordance with industry practices for business of similar size and
circumstances and, shall make, or cause to be made, all necessary renewals,
repairs, replacements, additions, betterments and improvements thereto.

               5.4 Permits. The Borrower will obtain and keep in full force and
effect, or shall cause to be obtained and kept in full force and effect, all
permissions, licenses, easements, rights-of-way, leasehold and fee interests and
all local, state and federal governmental approvals, authorizations, consents
and permits as well as all other rights, titles and interests necessary to the
ownership and operation of its and the Subsidiaries' properties (including the
Property) and to the conduct of their businesses, except such of those which, if
not obtained or maintained, would not, individually or in the aggregate, have a
material adverse effect on the Borrower or its Subsidiaries.

               5.5 Compliance with Law. The Borrower will comply with, or cause
to be complied with, all applicable local, state and federal laws, rules and
regulations relating to all of its and the Subsidiaries' activities including,
but not limited to, the operation of its and the Subsidiaries' properties
(including the Property) and the offer and sale of securities.

               5.6 Material Contracts.

                    (i) The Borrower will perform and observe, or cause to be
performed and observed, all of the covenants and conditions required to be
performed by it (or any Subsidiary) under each Material Contract, will do all
things necessary to preserve unimpaired its rights thereunder, and will not
enter into any agreement modifying or amending any Material Contract or
releasing any third party from any obligations imposed upon it thereby.

                    (ii) In no event shall the Borrower do or permit to be done,
or omit to do or permit the omission of, any act or thing, the doing of, or
omission to do, which would

                                       34
<PAGE>

constitute grounds for the termination of any Material Contract, or would
entitle any third party to terminate any Material Contract.

                    (iii) The Borrower will promptly notify the Agent in writing
of any default by the Borrower or any Subsidiary in the performance or
observance of any of the terms, covenants, or conditions on the part of the
Borrower or any Subsidiary to be performed or observed under any Material
Contract. The Borrower also will (a) promptly notify the Agent in writing of the
receipt by the Borrower of any notice (other than notices customarily sent on a
regular periodic basis) from any third party claiming any default by the
Borrower or any Subsidiary in the performance or observance of any of the terms,
covenants, or conditions on the part of the Borrower to be performed or observed
under any Material Contract; (b) promptly notify the Agent in writing of the
receipt by the Borrower of any notice from any third party to the Borrower of
the termination of any Material Contract pursuant to the provisions of such
Material Contract; and (c) promptly cause a copy of each such notice received by
the Borrower from any third party to be delivered to the Agent.

                    (iv) The Borrower will not, without the prior written
consent of the Required Banks, terminate, modify or surrender or suffer or
permit any termination, modification or surrender of any Material Contract
during the initial term thereof or any valid extension thereto.

               5.7 Existence and Ownership. The Borrower shall do, or cause to
be done, all things necessary to preserve and keep in full force and effect its
and the Subsidiaries' existences as limited partnerships, corporations or
limited liability companies, their good standing under the laws of the states of
their organization and their qualification to do business, and their good
standing as foreign corporations, in all jurisdictions wherein their ownership
of property or the nature of their businesses requires such qualification. Each
of the Borrower and Atlas Operating shall continue to be the legal and
beneficial owner of at least the percentages of the issued and outstanding
securities of the Subsidiaries which it owns currently plus all additional
percentages of such securities which it may acquire hereafter.

               5.8 Reports, Certifications and Other Information. Upon request
of Agent and the Banks, the Borrower shall deliver, or cause to be delivered, to
Agent and the Banks, within sixty (60) days after the end of each fiscal quarter
(and if a default as set forth in Section 9 hereof shall have occurred and be
continuing, within thirty (30) days after the end of each calendar month), a
report of operating, management and administration fees paid by the Borrower or
any Subsidiary during such quarter or month, together with statements setting
forth the quantity of gas and oil transported through the Pipeline during such
quarter or month, the price paid or to be paid for the transportation and
compression of gas, and such other information as the Agent and the Banks may
reasonably request.

                    Within fifty-five (55) days after the end of each fiscal
quarter of each fiscal year of the Borrower and the Subsidiaries, the Borrower
shall furnish to Agent and each Bank such unaudited financial statements of the
Borrower and the Subsidiaries ("Quarterly Reports") as Agent and the Banks shall
request (consisting of at least a balance sheet as of the close of such quarter
and a profit and loss statement and a statement of cash flow for such quarter
and for the period from the beginning of the fiscal year to the close of such
quarter), which statements shall be in such detail as Agent shall require, shall
show the Borrower's and the Subsidiaries' financial conditions at the close of
such fiscal quarter and the results of their operations for the period then
ended (in each case prepared on a consolidated basis) and shall

                                       35
<PAGE>

be prepared by the chief financial officer of the Borrower in accordance with
GAAP consistently applied and certified by such officer, subject only to
ordinary and usual year end audit adjustments.

                    Within one hundred (100) days after the end of each fiscal
year of the Borrower and the Subsidiaries, the Borrower shall furnish to Agent
and the Banks a copy of the annual audited financial statements of the Borrower
and the Subsidiaries prepared on a consolidated basis in conformity with GAAP
consistently applied by certified public accountants satisfactory to Agent and
the Banks and certified without qualification as to scope.

                    The Borrower shall deliver to the Agent and the Banks,
together with each delivery of financial statements required by this Section
5.8, a certificate substantially in the form of Exhibit "J" hereto,
appropriately completed, (A) stating that the signer has reviewed the terms of
this Agreement and of the other Loan Documents and has made, or caused to be
made under his supervision, a review of the transactions and condition of the
Borrower and the Subsidiaries during the accounting period covered by such
financial statements and that such review has not disclosed the existence during
such accounting period, and that the signer does not have knowledge of the
existence, as at the date of such certificate, of any condition or event which
constitutes a default under Section 9 hereunder with respect to the covenants
set forth in Sections 5.15, 5.16 and 5.17 hereof, or which, after notice or
lapse of time or both, would constitute a default with respect to the covenants
set forth in Sections 5.15, 5.16 and 5.17 hereof, or, if any such condition or
event existed or exists, specifying the nature and period of existence thereof
and what action the Borrower has taken or are taking or propose to take with
respect thereto, (B) demonstrating in reasonable detail compliance, as at the
end of such accounting period, with the restrictions contained in Sections 5.15,
5.16 and 5.17 hereof and (C) setting forth in reasonable detail the amount of
any management fees or similar advances made during the applicable accounting
period.

                    The Borrower shall give to the Agent and the Banks prompt
notice in writing of the occurrence or existence of any default under Section 9
hereof, or of any event which, with the giving of notice or lapse of time or
both would become such a default.

                    At any time and from time to time, the Borrower will submit,
or cause to be submitted, to the Agent and the Banks promptly, in such form as
Agent and the Banks shall require, such other information relating to the
financial affairs of the Borrower and the Subsidiaries, to the properties of the
Borrower and the Subsidiaries including the Property, to the businesses of the
Borrower and the Subsidiaries or otherwise as Agent and the Banks shall
reasonably request.

               5.9 Records and Access. The Borrower shall keep, or cause to be
kept, full and complete books and records in which correct and accurate entries
will be made of all of its and the Subsidiaries business transactions and their
properties including the Property and at any time and from time to time shall
give, or cause to be given, to the Agent or the Banks or their representatives
full access during normal business hours to examine and copy all of the
Borrower's and the Subsidiaries' properties including the Property and their
books, contracts and records.

               5.10 Payment of Taxes and Mechanics' Claims. The Borrower will
pay, or cause to be paid, all taxes, assessments, license fees and other
governmental charges and all claims of mechanics and materialmen to which it or
any of the Subsidiaries or any of their

                                       36
<PAGE>

properties including the Property shall be subject, and all other charges on or
relating to any of their properties including the Property, before such charges
and claims become delinquent, except that no such charge or claim need be paid
for so long as its validity or amount shall be contested in good faith by
appropriate proceedings duly prosecuted and the Borrower and the Subsidiaries
shall have set up in their books such reserves with respect thereto as shall be
dictated by sound accounting practices; provided, however, that all such charges
and claims shall be paid, subject to refund proceedings, if failure to pay would
adversely affect the rights or titles of the Borrower or any of the Subsidiaries
to any of their properties including the Property.

               5.11 Insurance. The Borrower will keep, or cause to be kept, with
financially sound and reputable insurers, such insurance with respect to its and
the Subsidiaries' businesses and properties including the Property, in such
amounts and insuring against such risks, casualties and contingencies of such
types (including but not limited to insurance for loss or damage by fire and
other hazards and insurance for liability for damage to persons and property in
connection with their properties including the Property and the activities
conducted thereon or relating thereto) as is customary for persons, corporations
and other entities of established reputations engaged in the same or similar
businesses as the Borrower and the Subsidiaries and similarly situated, naming
Agent (for the benefit of the Banks) as mortgagee or lender loss payee or
additional insured as its interests may appear, and will keep, or cause to be
kept, such insurance as required by any applicable workmen's compensation laws,
and will furnish, or cause to be furnished, certificates of all such insurance
to Agent upon the execution hereof and within one hundred twenty (120) days
after the end of each of its fiscal years. All policies shall provide that they
may not be altered or cancelled except on thirty (30) days' prior written notice
to Agent.

               5.12 Expenses, Fees and Disbursements. The Borrower shall pay, or
cause to be paid, all reasonable expenses, fees and disbursements incurred in
connection with the recordation, filing, continuation, satisfaction and
termination of the Mortgage, the Financing Statements and any other Loan
Documents and any other instruments or documents relating thereto and the
reasonable fees, expenses and disbursements of Agent's counsel in connection
with this Agreement and the other Loan Documents, and any other instruments or
documents relating thereto, their preparation, administration and enforcement as
well as the reasonable fees, expenses and disbursements of the Agent and its
counsel, and others (including but not limited to geologists and engineers)
engaged by Agent to provide information and advice in connection with this
Agreement and the other Loan Documents and any other instruments or documents
relating thereto, their preparation, administration and enforcement. Upon and
after the occurrence of any default under Section 9 hereof, the Borrower shall
also pay, or cause to be paid, all reasonable fees, expenses and disbursements
of the Banks and their counsel and others (including but not limited to,
geologists and engineers) engaged by the Banks in connection with the
enforcement, amendment, waiver or restructuring of this Agreement and the other
Loan Documents.

               5.13 Assigned Payments. In connection with any amounts due to any
Loan Party which are assigned to Agent (for the benefit of the Banks) pursuant
to the Mortgage, the Security Agreement and/or any other Loan Document, upon
notice to the payor thereof by Agent, such payments shall be made directly by
the payor thereof to Agent. Agent is, and/or its duly authorized agents are,
hereby authorized by the Borrower to endorse for and on the Borrower's behalf
and deposit all drafts and checks payable to the Borrower, and such authority
shall continue while any Indebtedness is outstanding. In the event that any such
assigned amounts paid to Agent consist of amounts belonging in whole or in part
to any person,

                                       37
<PAGE>

corporation or entity other than a Loan Party, the Agent shall promptly deliver
such amounts or parts thereof to such persons, corporations or entities, or at
the option of Agent to the Borrower, upon being furnished with evidence
satisfactory to the Agent of such amounts or parts thereof and the identity of
such persons, corporations or other entities.

               5.14 Notification. Within ten (10) days after the Borrower or any
Subsidiary receives notice of any litigation or any judicial or administrative
proceeding pending or threatened against it which might result in the Borrower
or any Subsidiary being liable for the payment or performance of obligations in
excess of Fifty Thousand ($50,000) Dollars with respect to any single such
litigation or proceeding, or in excess of Three Hundred Thousand ($300,000)
Dollars in the aggregate with respect to all such litigations or proceedings,
the Borrower shall notify the Agent and the Banks, or cause the Agent and the
Banks to be notified, in writing of such litigation or proceeding.

               5.15 Leverage Ratio. The Total Indebtedness of the Borrower
divided by the EBITDA of the Borrower (calculated for the four (4) most recently
completed fiscal quarters, except as set forth below) (the "Leverage Ratio")
shall at all times be less than or equal to 3.00 to 1.00.

                    For the purposes of this Section 5.15 and of Section 5.16,
(i) the term "Total Indebtedness" shall mean total indebtedness of the Borrower
on a consolidated basis, including all indebtedness for money borrowed or credit
advanced, purchase price obligations, obligations evidenced by bonds, notes or
similar indentures, capitalized lease obligations, guaranties, obligations with
respect to letters of credit, net obligations under any commodity, interest or
currency swap, future, option or other similar agreement (except where such
swap, future, option or other similar agreement is matched by an offsetting
unencumbered asset owned by the Borrower or any Subsidiary), and any liability
in the nature of any of the foregoing in its capacity as a general partner, and
(ii) the term "EBITDA" shall mean the sum of the Borrower's net income plus
interest expense plus income tax expense plus depreciation plus amortization
plus other noncash charges to income minus noncash credits to income (determined
in accordance with GAAP on a consolidated basis). Furthermore, notwithstanding
the foregoing, (i) for the fiscal period ending September 30, 2000, the
denominator used in the calculation of the Leverage Ratio shall be the EBITDA of
the Borrower for the two (2) fiscal quarters ended on such date multiplied by
two (2), and (ii) for the fiscal period ending December 31, 2000, the
denominator used in the calculation of the Leverage Ratio shall be the EBITDA of
the Borrower for the three (3) fiscal quarters ended on such date multiplied by
four-thirds (4/3).


                  5.16 Interest Coverage Ratio. The EBITDA of the Borrower
(calculated for the four most recently completed fiscal quarters, except as set
forth below) divided by the interest expense of the Borrower (calculated for the
four most recently completed fiscal quarters, except as set forth below), shall
at all times be greater than 3.50 to 1.00.

Notwithstanding the foregoing, (i) for the fiscal period ending September 30,
2000, (a) the numerator used in the calculation of this ratio shall be the
EBITDA of the Borrower for the two (2) fiscal quarters ended on such date
multiplied by two (2) and (b) the denominator used in the calculation of this
ratio shall be the interest expense of the Borrower for the two (2) fiscal
quarters ended on such date multiplied by two (2), and (ii) for the fiscal
period ending December 31, 2000, (a) the numerator used in the calculation of
this ratio shall be the EBITDA

                                       38
<PAGE>

of the Borrower for the three (3) fiscal quarters ended on such date multiplied
by four-thirds (4/3) and (b) the denominator used in the calculation of this
ratio shall be the interest expense of the Borrower for the three (3) fiscal
quarters ended on such date multiplied by four-thirds (4/3).

               5.17 Minimum Tangible Net Worth. The Tangible Net Worth of the
Borrower shall at all times exceed $14,000,000.

               5.18 Additional Documents. From time to time, at the Agent's and
the Required Banks' request, whether before or after any borrowings hereunder,
the Borrower at its sole expense will execute and deliver, or cause to be
executed and delivered, to Agent such instruments, papers and other documents
and take, or cause to be taken, such further action as Agent and the Required
Banks reasonably may require in connection with the transactions contemplated
hereby including the enforcement of the Loan Documents.

               5.19 Environmental Matters. (a) The Borrower will ensure that the
Property remains in compliance, in all material respects, with all local, state
and federal environmental laws, rules and regulations, and will not place or
permit to be placed on the Property any Hazardous Substances, except as not
prohibited by applicable environmental laws, rules or regulations, or in such
quantities as to not constitute a hazard to the environment or subject the
Borrower or any Subsidiary to prosecution or liability in connection therewith.

                    (b) The Borrower will employ, or cause to be employed, in
connection with the use of the Property, appropriate technology as the Borrower
determines reasonably necessary to maintain compliance with any applicable
environmental law, rule or regulation and dispose, or cause to be disposed, of
any and all Hazardous Substances generated at the Property only at facilities
and with carriers that maintain valid permits under applicable environmental
laws, rules and regulations.

                    (c) In the event the Borrower or any Subsidiary obtains,
gives or receives notice of any release or threat of release of a reportable
quantity of any Hazardous Substances at the Property or receives any notice of
violation, request for information or notification that it is potentially
responsible for investigation or cleanup of environmental conditions at the
Property, or any demand letter, complaint, order, citation or other written
notice with regard to any Hazardous Substances or violation of any environmental
law, rule or regulation, affecting the Property from any person or entity,
including any state agency responsible in whole or in part for environmental
matters in the state in which the Property is located or the United States
Environmental Protection Agency (any such person or entity is hereinafter
referred to as the "Authority") which might result in the Borrower or any
Subsidiary being liable for the payment or performance of obligations in excess
of Ten Thousand ($10,000) Dollars with respect to any such event or in excess of
One Hundred Thousand ($100,000) Dollars in the aggregate with respect to all
such events, then the Borrower shall, within five (5) days, give written notice
of same to the Agent detailing non-privileged and non-confidential facts and
circumstances of which the Borrower is aware in connection therewith. Such
information is to be provided to allow Agent to protect its security interest in
the Property and is not intended to create any obligation upon the Agent or the
Banks with respect thereto.

                    (d) The Borrower shall promptly forward to the Agent and the
Banks copies of any request for information, notification of potential
liability, demand letter for information, notification of potential liability,
demand letter relating to potential responsibility with respect to

                                       39
<PAGE>

the investigation or cleanup of Hazardous Substances at the Property and shall
continue to forward to the Agent and the Banks copies of correspondence between
the Borrower or any Subsidiary and the Authority regarding such claims until the
claims are settled. The Borrower shall promptly forward to the Agent and the
Banks copies of all documents and reports concerning Hazardous Substances at the
Property that the Borrower or any Subsidiary is required to file under any
environmental law, rule or regulation. Such information is to be provided to
allow the Agent and the Banks to protect its security interest in the Property
and is not intended to create any obligation upon the Agent or the Banks with
respect thereto.

                    (e) If the Borrower or any Subsidiary shall fail to comply,
or cause to be complied, with any of the requirements of any environmental law,
rule or regulation, the Agent may, at its election, but without the obligation
to do so, for the sole purpose of protecting its security interest in the
Property, enter onto the Property (or authorize third parties to enter onto the
Property) and take such actions as the Agent (or such third parties as directed
by the Agent) deems reasonably necessary or advisable, after consultation with
the Borrower, to comply with the requirements of such environmental laws, rules
and regulations including but not limited to cleaning up, removing, mitigating
or otherwise dealing with any release of Hazardous Substances. All reasonable
costs and expenses incurred by the Agent (or such third parties) in the exercise
of any such rights, including any sums paid in connection with any judicial or
administrative investigation or proceedings, fines and penalties, together with
interest thereon from the date expended at the highest lawful rate then payable
under the Notes then outstanding, shall be paid upon demand by the Borrower.

                    (f) Promptly upon the written request of the Agent from time
to time, which written request may be made by the Agent only in the event of
notice to the Agent of discovery or occurrence of a release of Hazardous
Substances at the Property, the Borrower shall provide, or cause to be provided
and addressed, to Agent for the benefit of the Banks, at the Borrower's expense,
with an environmental site assessment or environmental audit report prepared by
an environmental engineering firm acceptable to the Agent in its reasonable
opinion, to assess with a reasonable degree of certainty the existence of a
release of Hazardous Substances and the potential costs in connection with the
abatement, cleanup and removal of any Hazardous Substances found on, under, or
within the Property. Any report or investigation of such release of Hazardous
Substances proposed and acceptable to an appropriate Authority that is charged
to oversee the cleanup of such release of Hazardous Substances shall be
acceptable to the Agent. If such estimates, individually or in the aggregate,
exceed One Hundred Thousand ($100,000) Dollars, the Agent shall have the right
to require the Borrower to post a bond, letter of credit or other security
reasonably satisfactory to the Agent to secure payment of these costs and
expenses.

                    (g) The Borrower shall defend and indemnify the Agent and
each Bank, their respective directors, officers and employees and each legal
entity, if any, who controls the Agent or any Bank (the "Indemnified Parties")
and hold each Indemnified Party harmless from and against all loss, liability,
damage and expense, claims, costs, fines and penalties, including reasonable
attorney's fees, suffered or incurred by any Indemnified Party, whether as a
mortgagee in possession, or as successor-in-interest to the Borrower or any
Subsidiary, or otherwise, under or on account of any environmental law, rule or
regulation, including the assertion of any lien thereunder, with respect to any
release of Hazardous Substances, the presence of any Hazardous Substances
affecting the Property, whether or not the same originates or emanates from the
Property or any contiguous real estate, including any loss of value of the
Property as a result of the foregoing so long as no such loss, liability, damage
and

                                       40
<PAGE>

expense is attributable to any release of Hazardous Substances resulting from
actions on the part of such Indemnified Party. The Borrower's obligations under
this Section 5.19 shall arise upon the discovery of the presence of any
Hazardous Substances at the Property, whether or not any Authority has taken or
threatened any action in connection with the presence of any Hazardous
Substances. The Borrower's obligations and the indemnification hereunder shall
survive the payment in full of the indebtedness secured hereby and the
satisfaction in full of the other obligations secured hereby.

SECTION 6. NEGATIVE COVENANTS.

          For so long as any Indebtedness remains unpaid, the Borrower hereby
agrees that it will not, without the prior written consent of the Agent (with
the approval of the Required Banks):

               6.1 Alienation. Sell, lease, transfer or otherwise dispose of or
alienate any of its property including the Property, or permit the sale, lease,
transfer or other disposition or alienation of any of the property of any
Subsidiary or any Partnership, except (i) the sale, lease, transfer or other
disposition or alienation for fair consideration in the ordinary course of
business of its and the Subsidiaries' properties other than the Property, (ii)
the sale, lease, transfer or other disposition or alienation for fair
consideration other than in the ordinary course of business of its and the
Subsidiaries' properties other than the Property having a fair market value not
to exceed One Hundred Thousand ($100,000) Dollars in the aggregate in any twelve
(12) month period, (iii) the sale, lease, transfer or other disposition or
alienation for fair consideration of the Property having a fair market value not
to exceed Fifty Thousand ($50,000) Dollars in the aggregate in any twelve month
period, and (iv) the abandonment of any section of the Pipeline as the Wells
connected to that section cease to produce in economic quantities; provided,
that no Property may be sold, leased, transferred or otherwise disposed of or
alienated pursuant to clauses (i) through (iii) above after the occurrence and
during the continuance of any default under Section 9 below.

               6.2 Encumbrances. Permit, create, assume or incur any mortgage,
pledge, charge, security interest, lien or encumbrance of any kind upon any of
its or any Subsidiary's properties (whether now owned or hereafter acquired)
including the Property, or commit any act or make any election which will
require it or any of the Subsidiaries to reassign any of their properties
including the Property, except encumbrances (i) created and granted in this
Agreement or any other Loan Document or otherwise created or granted in favor of
the Agent for the benefit of the Banks, (ii) relating to current taxes,
assessments, license fees and other governmental charges and claims of mechanics
and materialmen not delinquent, or if delinquent being contested in good faith
as set forth in Section 5.10 hereof unless required to be paid as set forth in
such Section and subject to the reserve requirements set forth in such Section,
(iii) imposed in the normal course of business of the Borrower and the
Subsidiaries in connection with obtaining surety bonds, (iv) imposed in the
normal course of business of the Borrower and the Subsidiaries on properties of
the Borrower and the Subsidiaries hereafter acquired by them (other than
Pipeline), provided that such liens and encumbrances are imposed in connection
with the financing of the acquisition of such properties and are imposed only on
the properties acquired on a nonrecourse basis and (v) the Permitted Liens.

               6.3 Guaranty. Become or be, or permit any Subsidiary to become or
be, a guarantor or endorser of, or surety for, or responsible in any manner
whatsoever with respect to, the payment or performance of any indebtedness,
obligation or undertaking of any other

                                       41
<PAGE>

person, corporation or other entity, (i) except in favor of the Banks in
connection with the payment and/or performance of any such indebtedness,
obligation or undertaking, (ii) except by the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business, and
(iii) except the obligations of the Borrower or any Subsidiary arising in the
ordinary course of business in such party's capacity as a general partner of any
partnership; provided that the obligations guaranteed pursuant to Subsection
6.3(iii) shall not exceed Twenty-Five Thousand ($25,000) Dollars at any one
time.

               6.4 Debt. Create, assume, incur or permit to exist, any
indebtedness or obligation for the payment or repayment of money, whether
borrowed by, or advanced to or for the benefit of, the Borrower or any
Subsidiary, or otherwise, except (i) the borrowings under the Loan Documents and
any other indebtedness or obligation of the Borrower or any Subsidiary to the
Banks thereunder, (ii) indebtedness with respect to the intercompany advances
described in Subsection 6.5(v) hereof or pursuant to the Distribution Agreement,
(iii) indebtedness secured by liens permitted pursuant to Section 6.2, (iv)
loans or advances from Atlas for operating expenses in the ordinary course of
business, and (v) other indebtedness, other than in favor of the Banks, not
exceeding Twenty-Five Thousand ($25,000) Dollars in the aggregate at any one
time outstanding.

               6.5 Loans; Investments. Make, or permit any Subsidiary to make,
any loan or advance to any person, corporation or other entity, or purchase or
otherwise acquire, or permit any such Subsidiary to purchase or otherwise
acquire, any capital stock, assets, obligations or other securities of, make any
capital contribution to, or otherwise invest in, or acquire any interest in, any
person, corporation or other entity, except: (i) direct obligations of the
United States of America or any agency thereof with maturities of one year or
less from the date of acquisition; (ii) commercial paper of a domestic issuer
rated at least "A-1" by Standard & Poor's Corporation or "P-1" by Moody's
Investors Service, Inc.; (iii) certificates of deposit with maturities of one
year or less from the date of acquisition issued by any Bank or any commercial
bank operating within the United States of America having capital and surplus in
excess of $500,000,000; (iv) for stock, obligations or securities received in
settlement of debts (created in the ordinary course of business) owing to the
Borrower or any such Subsidiary; (v) loans from the Borrower or Restricted
Subsidiary to another Borrower or Restricted Subsidiary, so long as the Banks
shall have been granted a first perfected lien in such indebtedness, (vi) the
stock and other equity interests held by the Borrower on the date hereof as
described in Section 3.2 hereof, (vii) pursuant to a Permitted Acquisition,
(viii) loans permitted by Section 6.4, and (ix) other loans not exceeding
Twenty-Five Thousand ($25,000) in the aggregate at any one time outstanding.

               6.6 Business Activities. Engage in, or permit any Subsidiary to
engage in, any business other than the transportation of energy and services and
activities related thereto.

               6.7 Consolidation or Merger, Change in Control. (a) Consolidate
with or merge into, or permit any Subsidiary to consolidate with or merge into,
any Person or permit any Person to consolidate with or merge into the Borrower
or any Subsidiary, except for the merger of the Borrower and any Subsidiary or
any Subsidiary with any other Subsidiary provided that, if the Borrower is a
party to any such merger, the Borrower is the surviving entity of such merger,
and if any Restricted Subsidiary is a party to any such merger with an
Unrestricted Subsidiary, the Restricted Subsidiary is the surviving entity of
such merger (each, a "Permitted Merger").

                                       42
<PAGE>

                    (b) Permit any Change in Control.

               6.8 Acquisitions. Except as otherwise permitted or required in
this Agreement, purchase or otherwise acquire, or permit any Subsidiary to
purchase or acquire, any obligations or stock of, or any other interest in, or
all or substantially all of the assets of, any Person whatsoever, other than (i)
pursuant to a Permitted Merger or (ii) other non-hostile acquisitions of equity
securities of, or assets constituting a business unit of, any Person, provided
that (a) immediately prior to and after giving effect to any such acquisition,
no default under Section 9 hereof shall have occurred or be continuing or will
result therefrom, (b) such acquisition is consummated in accordance with
applicable law, (c) if such acquisition is of equity securities of a Person,
such Person becomes a Restricted Subsidiary, (d) such Person is principally
engaged in the same business as the Borrower, (e) the Borrower shall be in pro
forma compliance with the covenants set forth in Sections 5.15, 5.16 and 5.17
after giving effect to such acquisition, (f) such acquired Person or assets
shall not be subject to any material liabilities except as permitted by this
Agreement, and (g) a first priority perfected lien and security interest shall
be granted to the Agent for the benefit of the Banks in such acquired Person or
assets in accordance with Section 4.4 above. A transaction meeting the
requirements of clause (ii) above shall be referred to herein as a "Permitted
Acquisition".

               6.9 Reserved.

               6.10 Reserved.

               6.11 Leases. Become, or permit any Subsidiary to become, lessee
under any lease of any real or personal property, except interests under gas and
oil leases or rights of way acquired in the ordinary courses of their businesses
solely with respect to the rights to maintain flow or gathering or sales lines
across the real estate subject thereto, and except such other leases entered
into in the ordinary courses of their businesses so long as the aggregate
payments to be made by the Borrower and the Subsidiaries in connection with such
other leases in any fiscal year of the Borrower do not exceed One Million
($1,000,000) Dollars.

               6.12 Negative Pledges. Directly or indirectly enter into or
assume, or permit any Subsidiary to enter into or assume, any agreement (other
than this Agreement) prohibiting the creation or assumption of any lien or
encumbrance upon any of the Borrower's or Subsidiaries' properties (including,
without limitation, the Property), whether now owned or hereafter created or
acquired, or otherwise prohibiting or restricting any transaction contemplated
hereby.

               6.13 Changes in Organizational Documents. Permit or suffer to
exist any amendment or modification in any respect of its Limited Partnership
Agreement or any other Loan Party's certificate of incorporation (including any
provisions or resolutions relating to capital stock), by-laws, certificate of
limited partnership, partnership agreement, certificate of formation, limited
liability company agreement or other organizational documents without providing
at least thirty (30) calendar days' prior written notice to the Agent and the
Banks and, in the event such change would be adverse to the Banks as determined
by the Agent in its sole discretion, obtaining the prior written consent of the
Banks.

               6.14 MLP Letter of Credit. Permit the MLP Letter of Credit to be
terminated or cancelled, or amended or modified in any way, at any time that the
Borrower continues to be required to make the Minimum Quarterly Distributions
(as such term is defined in the Limited

                                       43
<PAGE>

Partnership Agreement), or to permit the amount available to be drawn under the
MLP Letter of Credit to be less than the aggregate amount of the then remaining
Minimum Quarterly Distribution amounts, in each case without the prior written
consent of the Banks.

               6.15 Senior Management. Cause or permit any change in both the
President and the Chief Operating Officer of the General Partner without the
prior written consent of the Banks, which will not be unreasonably withheld.

SECTION 7. BORROWING REQUIREMENTS.

               7.1 Conditions to Borrowing. Unless otherwise agreed to by the
Agent and the Banks and subject to the performance by the Loan Parties of their
other obligations under the Loan Documents, the Banks shall have no obligation
to advance any funds to the Borrower or to issue or renew any Letter of Credit
until all legal matters incident to the transactions contemplated by the Loan
Documents are resolved in a manner satisfactory to Agent and the Banks and until
the Borrower shall have provided Agent with the following:

               A. This Agreement, the Notes, Mortgage, Guaranty Agreements,
Security Agreements, Pledge Agreement, Financing Statements and other Loan
Documents duly executed by the appropriate Loan Parties and all in form and
substance satisfactory to Agent and the Banks.

               B. Evidence satisfactory to Agent and the Banks authorizing the
execution and delivery by each Loan Party of this Agreement, the Notes, the
Mortgage, the Guaranty Agreements, the Security Agreement, the Pledge Agreement,
the Financing Statements and the other Loan Documents.

               C. Opinions of counsel for the Loan Parties, addressed to Agent
and the Banks, satisfactory to Agent's counsel, relating to such matters as the
Agent may reasonably require.

               D. Certificates executed by the Borrower stating that no defaults
have occurred which are unremedied or unwaived under any agreement, lease,
assignment or other document or instrument by or through which the Borrower or
Subsidiary has any rights, titles or interests in connection with the Property.

               E. Evidence satisfactory to Agent and the Banks that there has
been recorded in the appropriate offices documents and instruments establishing
that the Borrower and the Subsidiary have good and marketable rights, titles and
interests in and to the Property and delivery to the Banks of copies of all the
documents and instruments pursuant to which, or establishing that, the Borrower
and the Subsidiaries have acquired such rights, titles and interests.

               F. Evidence satisfactory to Agent and the Banks of the
recordation and filing of the Mortgage, the Financing Statements and any other
Loan Document as soon as possible after the date hereof, but in any event no
later than ten (10) days after the date hereof.

               G. Delivery to the Agent of all original certificates of stock or
membership units of all Restricted Subsidiaries of the Borrower, together with
duly executed undated stock powers in blank.

                                       44
<PAGE>

               H. Delivery to the Agent of all original executed intercompany
notes, if any, to be pledged in accordance with Subsection 6.5(v) hereof.

               I. A current certificate of good standing of each Loan Party and
a certificate of incumbency for each, together with certified resolutions of
each Loan Party's board of directors (or equivalent body) authorizing the
execution of the Loan Documents to which it is a party, and the performance by
such Loan Party pursuant thereto, and certified copies of each Loan Party's
articles or certificate of incorporation, partnership agreement, operating
agreement, by-laws, or other formation, organizational or governing documents,
together with all amendments thereto.

               J. Payment of the Fees provided for herein to be paid upon the
execution hereof.

               K. Lien searches covering the Borrower, the Restricted
Subsidiaries and the Property and satisfactory to Agent and the Banks.

               L. Evidence satisfactory to the Agent that the Borrower shall
have established certain accounts with the Agent as set forth in Section 4.5
hereof.

               M. Evidence of the Borrower's insurance satisfactory to the Agent
and the Banks and which in all other respects comply with the requirements of
Section 5.11 hereof.

               N. A closing certificate executed by the Borrower and certifying
the accuracy of the representations and warranties made to the Banks in the Loan
Documents, compliance with all agreements and covenants set forth therein and
that there exists no default under Section 9 hereof.

               O. Copies of each Material Contract, together with any amendments
thereof, certified by the Borrower to be true, correct and complete.

               P. The Intercreditor Agreement duly executed by each party
thereto.

               Q. Such other documents and instruments, and evidence of the
performance by the Borrower of such other obligations, as the Banks may
reasonably request.


SECTION 8. DISBURSEMENT.

               8.1 Procedure. Except as otherwise provided herein, the Borrower
may request a borrowing or reborrowing hereunder by delivering to the Agent, not
later than 11:00 A.M. (Pittsburgh, Pennsylvania time) (i) on the proposed
borrowing or reborrowing date with respect to Loans to which the Base Rate
Option applies and (ii) three (3) Business Days prior to the proposed borrowing
or reborrowing date with respect to Loans to which the Euro-Rate Option applies,
a written notice in the form of Exhibit "B" hereto requesting, and specifying
the date (if other than the date of such request), the amount of the applicable
interest rate Option (and, in the case of a borrowing or reborrowing for which
the Euro-Rate Option shall apply, the applicable Euro-Rate Interest Period), and
the manner of, each borrowing and reborrowing hereunder. Each request for a
borrowing or reborrowing to which the Euro-Rate Option shall

                                       45
<PAGE>

apply shall be irrevocable and shall be further subject to the provisions of
Subsections 2.5(c) and 2.5(d) hereof. Subject to Section 12.2 hereof, the Agent
shall promptly notify the Banks of each request for a borrowing or reborrowing
on the same day on which the Agent receives such a request, and each Bank shall
make its Commitment Percentage of the requested borrowing or reborrowing
available to the Borrower, in immediately available funds at the principal
office of the Agent, prior to 2:00 P.M. (Pittsburgh, Pennsylvania time) on the
date specified by the Borrower in their request, and upon availability of such
funds Agent shall, as directed by the Borrower, credit one or more of the
accounts of deposit (the "Accounts") maintained by the Borrower at the Agent in
the amount to be borrowed or reborrowed. Each borrowing or reborrowing by the
Borrower or issuance or renewal of any Letter of Credit hereunder issuance or
renewal shall be conditioned on the following: that at the time of such
borrowing, reborrowing issuance or renewal the representations and warranties
contained in this Agreement are true and correct and no default set forth in
Section 9 hereof shall have occurred and be continuing and no event which, with
giving of notice or lapse of time or both would become such a default, shall
have occurred or shall have failed to occur and be continuing; and each such
borrowing, reborrowing, issuance or renewal shall be deemed to be a
representation and warranty by the Borrower that the foregoing conditions exist,
and upon the request of Agent, the Borrower shall execute and deliver to the
Agent a certificate as to the existence of the foregoing conditions.

               8.2 Use of Proceeds. The Borrower represents, warrants and agrees
that all funds lent or advanced pursuant to this Agreement or any other Loan
Document have been, and shall be, used only for the following purposes: (i)
financing natural gas compression, gathering, transportation and associated
activities and facilities by the Borrower or Restricted Subsidiaries, (ii) to
finance any Permitted Acquisition, and (iii) for the purpose of funding other
general corporate activities of the Borrower and the Restricted Subsidiaries. No
proceeds of the Loans shall be (x) advanced to any Unrestricted Subsidiary or
(y) used to make any dividend or other distribution to the general or limited
partners of the Borrower.

               8.3 Charging Account. The Borrower agrees that each Bank and the
Agent may charge and is hereby authorized to charge any demand deposit account
of the Borrower maintained with the Agent or the Banks (including without
limitation the Accounts) for payment of principal of, or interest on, the Notes
when due and payable, reimbursement of Draws under the Letters of Credit and all
other charges set forth in the Loan Documents when due and payable including but
not limited to the Closing Fee, the Commitment Fee, any Letter of Credit Fee and
the charges set forth in Sections 5.12 and 11.3 hereof, but such authorization
shall not constitute a waiver of the Borrower's right to dispute any such
amounts.

SECTION 9. DEFAULTS.

          If one or more of the following events occur:

               A. The Borrower or any Subsidiary or the General Partner makes an
assignment for the benefit of its creditors, becomes insolvent or admits in
writing its inability to pay its debts as they become due; or the Borrower or
any Subsidiary or the General Partner files a voluntary petition in bankruptcy
or files a petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation; or the Borrower
or any Subsidiary or the General Partner files an answer admitting or not
contesting the material allegations of any petition filed in any action
commenced against the Borrower or any Subsidiary or the General

                                       46
<PAGE>

Partner in bankruptcy or seeking the relief described above in this Subsection
9.A, or any such action shall not have been dismissed within sixty (60) days
after it is commenced; or the Borrower or the General Partner or any Subsidiary,
or any of its partners, officers, directors or shareholders, takes any action
looking to the dissolution or liquidation of the Borrower or the General Partner
or such Subsidiary; or the Borrower or any Subsidiary or the General Partner
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or liquidator for itself or for any of its property or in the absence
of such application, consent or acquiescence such a trustee, receiver or
liquidator is appointed and is not discharged within thirty (30) days after
being appointed; or

               B. Any garnishment proceeding by attachment, levy or otherwise is
instituted against any deposit balance maintained, or any property deposited,
with any Bank by the Borrower, the General Partner or any Subsidiary in an
aggregate amount greater than Fifty Thousand ($50,000) Dollars:

then this Agreement and the other Loan Documents shall immediately and
automatically be in default, any obligation of the Banks or the Agent under the
Loan Documents or otherwise to make any further advances to or for the benefit
of the Borrower shall immediately and automatically terminate and the principal
of, and interest on, the Notes and all other indebtedness of the Borrower and
the Subsidiaries to the Banks including, but not limited to all other
Indebtedness, shall immediately be due and payable without necessity of demand,
presentment, protest, notice of dishonor, notice of default or any other notice
whatsoever, all of which are hereby expressly waived by the Borrower.

               If one or more of the following events occur:

               C. Default by the Borrower (i) in the payment of interest on the
Notes, in the payment of any obligation with respect to any Letter of Credit, or
in the payment of any Fee or in the payment of items of expense or other charges
to be paid by the Borrower pursuant to the Loan Documents, including but not
limited to the times set forth in Section 5.12 or 11.3 hereof, when due and
payable, and continuance thereof for ten (10) days thereafter, or (ii) in any
payment of any principal of the Loans made hereunder or of any reimbursement
obligation with respect to any Letter of Credit when due and payable.

               D. One or more courts shall render a final judgment or judgments
against the Borrower or any Subsidiary or the General Partner in an aggregate
amount greater than Two Hundred Fifty Thousand ($250,000) Dollars in excess of
any insurance protecting against the liability on which such judgment or
judgments are based and such judgment or judgments shall not be satisfactorily
stayed, discharged, vacated or set aside within sixty (60) days after the entry
thereof, or, except as set forth in Subsection 9.B hereof, one or more
properties of the Borrower or any Subsidiary or the General Partner shall be
liened or attached under a claim or claims in an aggregate amount greater than
Two Hundred Fifty Thousand ($250,000) Dollars in excess of any insurance
protecting against the liability on which such lien or attachment is based and
such lien or attachment shall not be released or provided for to the
satisfaction of the Agent within thirty (30) days after the property is liened
or attached;

               E. The Borrower or any Subsidiary or the General Partner shall
fail to take, or cause to be taken, corrective measures reasonably satisfactory
to Agent within thirty (30) days after notice to the Borrower or such Subsidiary
with respect to any litigation or any judicial or administrative proceedings
pending or threatened against the Borrower or such Subsidiary or

                                       47
<PAGE>

the General Partner or the Property, the outcome of which, in the reasonable
judgment of the Agent, would materially and adversely affect the financial
condition of the Borrower or such Subsidiary or the General Partner or the
Property;

               F. The PBGC shall make a determination that there has occurred an
event or condition which constitutes grounds under ERISA for the termination of,
or for the appointment of a trustee to administer, any Plan;

               G. Default in the performance or observance of any negative
covenant contained in Section 6 hereof, or, the default in the performance or
observance of any other agreement, covenant or obligation of any Loan Party set
forth in this Agreement or any other Loan Document, which default does not
constitute a specific default set forth in this Section 9, and continuance
thereof for thirty (30) days;

               H. Default in the performance or observance of any agreement,
covenant or obligation of the Borrower or any Subsidiary or the General Partner
in any agreement between any Bank and the Borrower and/or such Subsidiary and/or
the General Partner in addition to any Loan Document, or the existence of any
misrepresentation in connection therewith or related thereto, and continuance
thereof for more than the permitted period of grace, if any;

               I. Except as set forth in Subsections 9.C, 9.G and 9.H hereof,
default in the payment or performance of any obligation for borrowed money for
which the Borrower or any Subsidiary or the General Partner is liable (directly,
by assumption, as guarantor, or otherwise) or in the payment or performance of
any obligation secured by any mortgage, pledge, charge, security interest or
other encumbrance with respect to any property of the Borrower or any Subsidiary
or the General Partner;

               J. Any representation or warranty made by any Loan Party herein
or in any other Loan Document is untrue in any material respect or any
certificate, schedule, statement, report, notice or writing furnished or made to
Agent or any Bank in connection with the transactions contemplated by the Loan
Documents is untrue in any material respect on the date as of which the facts
set forth therein are stated or certified;

               K. Any Loan Party shall terminate its existence, dissolve,
liquidate substantially all of its assets, cease to exist or permanently cease
operations except as specifically permitted herein;

               L. Any Change in Control;

               M. Any termination or cancellation (for any reason), or purported
termination or cancellation, of any Material Contract prior to its scheduled
termination, or any default occurs under any Material Contract which gives any
party thereto the right to terminate such Material Contract, or any such
Material Contract is amended or modified in any material respect (in the
reasonable opinion of the Required Banks) or terminated without the prior
written consent of the Banks;

               N. Any of Atlas, REI or Viking becomes insolvent, becomes the
subject to any action in bankruptcy, dissolves or terminates its existence other
than pursuant to a Permitted Merger;

                                       48
<PAGE>

               O. The General Partner withdraws or is removed as the general
partner of either the Borrower or Atlas Operating, without the prior written
consent of the Banks (which shall not be unreasonably withheld); or

               P. Any termination or cancellation (for any reason), or purported
termination or cancellation, of the Intercreditor Agreement prior to its
scheduled termination, or any default occurs under the Intercreditor Agreement
which gives any party thereto the right to terminate Intercreditor Agreement, or
the Intercreditor Agreement is amended, modified or terminated without the prior
written consent of the Banks.

then the Agent, upon the instruction or with the approval of the Required Banks,
at their option, may immediately declare this Agreement and/or the other Loan
Documents in default, may terminate any obligations of the Agent or the Banks or
the Issuing Bank under the Loan Documents or otherwise to make any further
advances to or for the benefit of the Borrower or issue or renew any Letter of
Credit and/or may declare the principal of, and interest on, the Notes and/or
all other indebtedness of the Borrower and the Subsidiaries to the Agent, the
Banks and the Issuing Bank including but not limited to all other Indebtedness
immediately due and payable, whereupon all such indebtedness including but not
limited to the Indebtedness shall immediately become due and payable without
necessity of demand, presentment, protest, notice of dishonor, notice of default
or any other notice whatsoever, all of which are hereby expressly waived by the
Borrower.

SECTION 10. REMEDIES.

          The Agent (on behalf of the Banks) shall be entitled at the election
of the Required Banks, in their sole discretion, to exercise each and every
remedy accorded it by law and/or specifically set forth in the Loan Documents,
which remedies are specifically incorporated herein by reference. Such remedies
may be asserted concurrently, cumulatively, successively or independently from
time to time so long as any part of the Indebtedness remains unpaid. No delay on
the part of the Agent, the Banks and the Issuing Bank or failure by the Agents,
the Banks and the Issuing Bank to exercise any power, right or remedy under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any power, right, or remedy or any
abandonment or discontinuance of steps to enforce such right, power or remedy
preclude other or further exercises thereof, or the exercise of any other power,
right or remedy.

In addition to the remedies set forth above, upon the occurrence of any default
set forth above, (i) the Issuing Bank shall have the right to require the
Borrower to establish with the Issuing Bank and fund a cash collateral account
to cash collateralize the Stated Amount of each outstanding Letter of Credit,
and (ii) the Agent, the Banks and the Issuing Bank shall have all of the rights
and remedies granted to them under this Agreement and the other Loan Documents
and all other rights and remedies granted by law to creditors.

SECTION 11. MISCELLANEOUS.

               11.1 Waiver and Modification. No waiver by Agent or the Banks of
any default shall operate as a waiver of any other default or of the same
default on a future occasion. No failure to exercise, and no delay in
exercising, on the part of Agent or the Banks, any power, remedy or right shall
operate as a waiver thereof, nor shall any single or partial exercise of any
power, remedy or right preclude other or further exercise thereof or the
exercise of any other

                                       49
<PAGE>

power, remedy or right. This Agreement and the other Loan Documents contain the
entire agreement of the parties with respect to their subject matter and the
terms, conditions and covenants of this Agreement and the other Loan Documents
may only be modified or waived by a written document executed by the Borrower
and the Agent.

               11.2 Notices. Any notice, request, demand, direction or other
communication (for purposes of this Section 11.2 only, a "Notice") to be given
to or made upon any party hereto under any provision of this Agreement or any
other Loan Document shall be given or made by telephone or in writing (which
includes by means of electronic transmission (i.e., "e-mail") or facsimile
transmission or by setting forth such Notice on a site on the World Wide Web (a
"Website Posting") if Notice of such Website Posting (including the information
necessary to access such site) has previously been delivered to the applicable
parties hereto by another means set forth in this Section 11.2) in accordance
with this Section 11.2. Any such Notice must be delivered to the applicable
parties hereto at the addresses and numbers set forth below or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 11.2. Any Notice shall be effective:

                    (i) In the case of hand-delivery, when delivered;

                    (ii) If given by mail, four days after such Notice is
deposited with the United States Postal Service, certified or registered mail
postage prepaid, return receipt requested;

                    (iii) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by hand delivery, a facsimile or electronic
transmission, a Website Posting or an overnight courier delivery of a
confirmatory Notice (received before the close of business on such next Business
Day);

                    (iv) In the case of a facsimile transmission, when sent to
the applicable party's facsimile machines telephone number, if the party sending
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;

                    (v) In the case of electronic transmission, when actually
received;

                    (vi) In the case of a Website Posting, upon delivery of a
Notice of such posting (including the information necessary to access such site)
by another means set forth in this Section 11.2; and

                    (vii) If given by any other means (including by overnight
courier), when actually received.

Any Bank giving a Notice to the Borrower shall concurrently send a copy thereof
to the Agent, and the Agent shall promptly notify the other Banks of its receipt
of such Notice.

                                       50
<PAGE>

                  (a)      To the Borrower:

                           c/o Atlas America, Inc.
                           311 Rouser Road
                           Coraopolis, Pennsylvania  15108
                           Attention:       Tony C. Banks
                                            President
                                            William R. Seiler
                                            Vice President and Controller
                           Telephone:       (412) 262-2830
                           Facsimile:       (412) 262-3927

                           with a copy to:

                           Atlas Pipeline Partners GP, LLC
                           1521 Locust Street
                           Philadelphia, Pennsylvania  19102
                           Attention:       Michael L. Staines

                           with a copy to:

                           Ledgewood Law Firm
                           Ledgewood Law Firm Building
                           1521 Locust Street
                           Philadelphia, Pennsylvania  19101-3723
                           Attention:       Lisa A. Ernst, Esquire
                           Telephone:       (215) 731-9450
                           Facsimile:       (215) 735-2513

                  (b)      To the Agent or the Issuing Bank:

                           PNC Bank, National Association
                           Agency Services
                           One PNC Plaza - 22nd Floor
                           249 Fifth Avenue
                           Pittsburgh, Pennsylvania 15222-2707

                           Attention:       Lisa M. Pierce
                           Telephone:       (412) 762-6442
                           Facsimile:       (412) 762-8672

                           with a copy to:

                           PNC Bank, National Association
                           One PNC Plaza
                           249 Fifth Avenue
                           Pittsburgh, Pennsylvania 15222

                                       51
<PAGE>

                           Attention:       Energy, Metals & Mining
                           Telephone:       (412) 762-2431
                           Facsimile:       (412) 762-2571


                  (c)      To the Banks:

                           All notices to Banks shall be sent to the notice
                           address of each Bank as set forth on such Bank's
                           signature page to this Agreement or to its Assignment
                           and Assumption Agreement.

               11.3 Certain Taxes. The Borrower agrees to pay, and save Agent
and the Banks harmless from, all liability for any federal or state documentary
stamp or other tax liability, together with any interest or penalty, which is
payable or determined to be payable with respect to the execution or delivery of
this Agreement or any other Loan Document, which obligation of the Borrower
shall survive the termination of this Agreement.

               11.4 Right to Cure. In the event that the Borrower shall fail for
any reason to pay any fee, cost, expense or other charge to be paid or
reimbursed by the Borrower, Agent shall have the right but not the duty to make
such payment and if Agent makes such payment the amount thereof shall be added
to the balance of the Indebtedness secured by the Loan Documents, shall be
payable on demand and shall bear interest at the highest lawful rate of interest
then payable under the Notes then outstanding until paid.

               11.5 VENUE AND JURISDICTION; WAIVER OF JURY TRIAL. THE PARTIES
HERETO AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE COMMENCED IN THE COURT OF
COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA AND EACH PARTY AGREES THAT A
SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN SUCH COURT SHALL BE
PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR
BY CERTIFIED MAIL TO IT AT ITS ADDRESS DESIGNATED PURSUANT HERETO, OR AS
OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE
PARTIES HERETO WAIVE ANY CLAIM THAT PITTSBURGH, PENNSYLVANIA IS AN INCONVENIENT
FORUM AND ANY CLAIM THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN THE AFOREMENTIONED COURT
LACKS PROPER VENUE AND/OR JURISDICTION. THE BORROWER, THE AGENT AND THE BANKS
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE COLLATERAL PROVIDED IN CONNECTION HEREWITH TO THE FULL EXTENT PERMITTED BY
LAW.

               11.6 APPLICABLE LAW. THIS AGREEMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

               11.7 Severability. In the event that any term or provision of
this Agreement or any other Loan Document is lawfully held or declared to be
invalid, illegal or unenforceable, it

                                       52
<PAGE>

shall be deemed deleted to the extent necessary under the applicable law and the
validity of the other terms and provisions shall not be affected thereby.

               11.8 Successors and Assigns. (a) This Agreement and the other
Loan Documents shall be binding upon the Borrower, the Agent and the Banks and
their respective successors and assigns, and shall inure to the benefit of the
Borrower, the Agent and the Banks and the successors and assigns of the Agent
and the Banks (except that the Borrower shall have no right to assign,
voluntarily or by operation of law, any of their rights hereunder or under any
other Loan Document without Agent's prior written consent with the consent with
the Banks, and provided further that nothing herein is intended by any party
hereto to confer any rights upon any third party as a beneficiary hereof).

                    (b) Subject to the remaining provisions of this Section
11.8, any Bank (the "Transferor Bank") may at any time, in the ordinary course
of its commercial lending business, in accordance with applicable law, sell to
one or more financial institutions (each, a "Purchasing Bank") (which Purchasing
Bank may be an affiliate of the Transferor Bank), a portion of its rights and
obligations under this Agreement and the Notes then held by it, pursuant to an
Assignment and Assumption Agreement substantially in the form of Exhibit "K" and
satisfactory to the Agent, executed by the Transferor Bank, such Purchasing
Bank, the Agent and the Borrower; provided, however, that prior to the
occurrence of any default under Section 9 hereof, the Borrower and the Agent
must each give its prior consent to any such assignment (other than an
assignment made by a Bank to an affiliate of such Bank), which consent shall not
be unreasonably withheld, and subsequent to any such default only the consent of
the Agent shall be required, which consent shall not be unreasonably withheld.

                    Upon the execution, delivery, acceptance and recording of
any such Assignment and Assumption Agreement, from and after the "Transfer
Effective Date," as defined and determined pursuant to such Assignment and
Assumption Agreement, and the payment by Purchasing Bank to Agent of an
assignment service fee of $3,000, (i) the Purchasing Bank thereunder shall be a
party hereto as a Bank and, to the extent provided in such Assignment and
Assumption Agreement, shall have the rights and obligations of a Bank hereunder
with a Commitment Percentage as set forth therein, and (ii) the Transferor Bank
thereunder shall, to the extent provided in such Assignment and Assumption
Agreement, be released from its obligations under this Agreement as a Bank. Such
Assignment and Assumption Agreement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank as a Bank and the resulting adjustment of Commitment Percentage
and Ratable Share arising from the purchase by such Purchasing Bank of all or a
portion of the rights and obligations of such Transferor Bank under this
Agreement and the Notes. On or prior to the Transfer Effective Date, the
Borrower shall execute and deliver to the Agent, in exchange for the surrendered
Notes held by the Transferor Bank, new Notes to the order of such Purchasing
Bank in an amount equal to the Commitment Percentage of the Revolving Credit and
the Loans assumed by it and purchased by it pursuant to such Assignment and
Assumption Agreement, and new Notes to the order of the Transferor Bank in an
amount equal to the Commitment Percentage of the Revolving Credit and the Loans
retained by it hereunder.

               (c) The Agent shall maintain at its address referred to in
Section 11.2 a copy of each Assignment and Assumption Agreement delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Banks and the amount of the Loans owing to each Bank from time to time.
The entries in the Register shall be conclusive, in the

                                       53
<PAGE>

absence of manifest error, and the Borrower, the Agent and the Banks may treat
each person whose name is recorded in the Register as the owner of the Loans
recorded therein for all purposes of this Agreement. The Register shall be
available at the office of the Agent for inspection by the Borrower or any Bank
at any reasonable time and from time to time upon reasonable prior notice.

               (d) Notwithstanding any other provision in this Agreement, any
Bank may at any time pledge or grant a security interest in all or any portion
of its rights under this Agreement, its Notes and the other Loan Documents to
any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR Section 203.14 without notice to or consent of the
Borrower or the Agent. No such pledge or grant of a security interest shall
release the transferor Bank of its obligations hereunder or under any other Loan
Document.

               11.9 Nature and Survival of Representations. All statements
contained in any certificate or other document or instrument of any kind
whatsoever delivered by or on behalf of the Borrower pursuant hereto or any
other Loan Document, or in connection with the transactions contemplated hereby
or thereby, shall be deemed representations and warranties made by the Borrower
in this Agreement or other Loan Document, or pursuant hereto or thereto, and,
together with all representations and warranties contained herein or in any
other Loan Document, shall survive the execution and delivery thereof and of
this Agreement and any other Loan Document, the making of any loans under the
Loan Documents, and the making of any investigation made at any time by or on
behalf of Agent and/or the Banks.

               11.10 Number and Gender. Whenever required by the context of this
Agreement or any other Loan Document the singular shall include the plural, and
vice-versa; and the neuter gender shall include the masculine and feminine
genders, and vice-versa.

               11.11 Tax Withholding. At least five (5) business days prior to
the first date on which interest or fees are payable hereunder for the account
of any Bank, each such Bank that is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to the
Agent and the Borrower two (2) duly completed copies of either (i) United States
Internal Revenue Service Form W-9, 1001 or 4224 or such other applicable form
prescribed by the Internal Revenue Service of the United States, certifying in
each case that such Bank is entitled to receive payments under this Agreement or
the Notes without deduction or withholding of United States federal income
taxes, or is subject to such tax at a reduced rate under an applicable tax
treaty or (ii) Form W-8 or such other applicable form prescribed by the Internal
Revenue Service of the United States or a certificate of such Bank indicating
that no such exemption or reduced rate of taxation is allowable with respect to
such payments. Each Bank which delivers a Form W-8, W-9, 4224 or 1001 further
undertakes to deliver to the Agent and the Borrower two (2) additional copies of
such form (or any successor form) on or before that form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Borrower or the Agent,
either certifying that such Bank is entitled to receive payments under this
Agreement or its Note without deduction or withholding of any United States
federal income taxes or is subject to such tax at a reduced rate under an
applicable tax treaty or stating that no such exemption or reduced rate is
allowable. The Agent shall be entitled to withhold United States federal income
taxes at the full withholding rate unless each such Bank establishes an
exemption or at the applicable reduced rate established pursuant to the above
provisions.

                                       54
<PAGE>

               11.12 Headings. The headings of the Sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
hereof.

               11.13 Confidentiality.

               (a) General. The Agent and the Banks each agree to keep
confidential all information obtained from the Borrower or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrower specifically designate as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby. The Agent and the Banks shall be permitted to disclose such information
(i) to outside legal counsel, accountants and other professional advisors who
need to know such information in connection with the administration and
enforcement of this Agreement, subject to agreement of such Persons to maintain
the confidentiality, (ii) to assignees and participants as contemplated by
Section 11.8, (iii) to the extent requested by any bank regulatory authority or,
with notice to the Borrower, as otherwise required by applicable Governmental
Rule or by any subpoena or similar legal process, or in connection with any
investigation or proceeding arising out of the transactions contemplated by this
Agreement, (iv) if it becomes publicly available other than as a result of a
breach of this Agreement or becomes available from a source not known to be
subject to confidentiality restrictions, or (v) if the Borrower shall have
consented to such disclosure.

               (b) Sharing Information With Affiliates of the Banks. The
Borrower acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to the Borrower or its
Subsidiaries (in connection with this Agreement or otherwise) by any Bank or by
one or more subsidiaries or affiliates of such Bank and the Borrower hereby
authorizes each Bank to share any information delivered to such Bank by the
Borrower and its Subsidiaries pursuant to this Agreement, or in connection with
the decision of such Bank to enter into this Agreement, to any such subsidiary
or affiliate of such Bank, it being understood that any such subsidiary or
affiliate of any Bank receiving such information shall be bound by the
provisions of Section 11.13 as if it were a Bank hereunder. Such authorization
shall survive the repayment of the Loans and other Indebtedness and the
termination of any commitment to lend or to issue Letters of Credit hereunder.

                                       55
<PAGE>

SECTION 12. AGREEMENT AMONG BANKS

               12.1 Appointment and Grant of Authority. The Banks hereby appoint
PNC Bank, National Association, and PNC Bank, National Association hereby agrees
to act as, Agent under this Agreement, the other Loan Documents, and Agent under
the Security Documents for the benefit of the Banks. The Agent shall have and
may exercise such powers under this Agreement as are specifically delegated to
it by the terms hereof or of the other Loan Documents, together with such other
powers as are incidental thereto. Without limiting the foregoing, the Agent, on
behalf of the Banks, is authorized to execute all of the Loan Documents (other
than this Agreement) and to accept all of the Loan Documents and all other
agreements, documents or instruments reasonably required to carry out the intent
of the parties to this Agreement. Without limiting the foregoing, the Agent, on
behalf of the Banks as secured parties, is authorized to execute and/or accept
the Mortgage, any Financing Statements, any other Loan Documents and all other
agreements, documents or instruments reasonably required to carry out the intent
of the parties to this Agreement.

               12.2 Reliance by Agent on Banks for Funding. Unless the Agent
shall have received notice from a Bank prior to a funding date that such Bank
will not make available to the Agent such Bank's portion of net disbursements of
Loans, the Agent may assume that such Bank has made such portion available to
the Agent in accordance with Section 8.1 above and the Agent may, in reliance
upon such assumption, make Loans to the Borrower. If and to the extent that such
Bank has not made such portion available to the Agent on or prior to any funding
date, such Bank and the Borrower severally agree to repay to the Agent
immediately upon demand, in immediately available funds, such unpaid amount,
together with interest thereon at the Federal Funds Rate for each day from the
applicable funding date until such amount is repaid to the Agent. If such Bank
shall repay to the Agent such corresponding amount, such amount shall constitute
a Loan made by such Bank for purposes of this Agreement. The failure by any Bank
to pay its portion of a Loan made by the Agent shall not relieve any other Bank
of its obligation to pay its portion of net disbursements of Loans, but no Bank
shall be responsible for the failure of any other Bank to make its net share of
Loans to be made by such other Bank on such funding date.

               12.3 Non-Reliance on Agent. Each Bank agrees that it has,
independently and without reliance on the Agent, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under this Agreement.
Except as otherwise provided herein, the Agent shall have no duty to keep the
Banks informed as to the performance or observance by the Borrower of this
Agreement or any other document referred to or provided for herein or to inspect
the properties or books of the Borrower. The Agent, in the absence of gross
negligence or willful misconduct, shall not be liable to any Bank for its
failure to relay or furnish to the Bank any information. The preceding
provisions of this Section 12.3 to the contrary notwithstanding, the Agent shall
notify each of the Banks as soon as practicable after it receives notice of the
occurrence of any default hereunder or under any other Loan Document.

                                       56
<PAGE>

               12.4 Responsibility of Agent and Other Matters.

                    (a) Ministerial Nature of Duties. As between the Banks and
itself, the Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement or in the other Loan Documents, and those
duties and responsibilities shall be subject to the limitations and
qualifications set forth in this Section 12. The duties of the Agent shall be
ministerial and administrative in nature.

                    (b) Limitation of Liability. As between the Banks and
itself, neither the Agent nor any of its respective directors, officers,
employees or agents shall be liable, except for gross negligence or willful
misconduct, for any action taken or omitted (whether or not such action taken or
omitted is within or without the Agent's responsibilities and duties expressly
set forth in this Agreement) under or in connection with this Agreement or any
other instrument or document in connection herewith. Without limiting the
foregoing, neither the Agent nor any of its directors, officers or employees,
shall be responsible for, or have any duty to examine (i) the genuineness,
execution, validity, effectiveness, enforceability, value or sufficiency of (A)
this Agreement or any of the other Loan Documents or (B) any other document or
instrument furnished pursuant to or in connection with this Agreement, (ii) the
collectability of any amounts owed by the Borrower to the Banks, (iii) the
truthfulness of any recitals or statements or representations or warranties made
to the Agent or the Banks in connection with this Agreement, (iv) any failure of
any party to this Agreement to receive any communication sent, including any
telegram, telex, teletype, telecopy, bank wire, cable, radiogram or telephone
message or any writing, application, notice, report, statement, certificate,
resolution, request, order, consent letter or other instrument or paper or
communication entrusted to the mails or to a delivery service, or (v) the assets
or liabilities or financial condition or results of operations or business or
creditworthiness of the Borrower.

                    (c) Reliance. The Agent shall be entitled to act, and shall
be fully protected in acting upon, any telegram, telex, teletype, telecopy, bank
wire, cable or radiogram or any writing, application, notice, report, statement,
certificate, resolution, request, order, consent, letter or other instrument or
paper or communication believed by the Agent in good faith to be genuine and
correct and to have been signed or sent or made by a proper person. The Agent
may consult counsel and shall be entitled to act, and shall be fully protected
in any action taken in good faith, in accordance with advice given by counsel.
The Agent may employ agents and attorneys-in-fact and shall not be liable for
the default or misconduct of any such agents or attorneys-in-fact selected by
the Agent with reasonable care. The Agent shall not be bound to ascertain or
inquire as to the performance or observance of any of the terms, provisions or
conditions of this Agreement or any of the other Loan Documents on the part of
the Borrower or any other party thereto.

               12.5 Action on Instructions. The Agent shall be entitled to act
or refrain from acting, and shall be fully protected in acting or refraining
from acting, under this Agreement, the other Loan Documents or any other
instrument or document in connection herewith or therewith, in accordance with
the instructions of the Required Banks (as such term is defined in Section 12.6
below) or, in the case of the matters set forth in items (i) through (viii) of
Section 12.13, from all of the Banks.

               12.6 Required Banks. For the purposes of this Agreement, the term
"Required Banks" shall mean Banks with aggregate Commitment Percentages equal to
at least 66-2/3% of all Commitment Percentages.

                                       57
<PAGE>

               12.7 Action Upon Occurrence of an Event of Default. If an event
of default set forth in Section 9 hereof has occurred, the Banks shall
immediately consult with one another in an attempt to agree upon a mutually
acceptable course of conduct. Failing agreement upon a course of conduct and if
the Required Banks wish to declare an event of default and/or exercise their
rights hereunder, the Agent will exercise the rights of the Banks hereunder as
directed by the Required Banks.

               12.8 Indemnification. To the extent the Borrower does not
reimburse and save harmless the Agent according to the terms hereof for and from
all costs, expenses and disbursements in connection herewith, such costs,
expenses and disbursements, shall be borne by the Banks ratably in accordance
with their respective Commitment Percentages. Each Bank hereby agrees on such
basis (i) to reimburse the Agent for such Bank's pro rata share of all such
reasonable costs, expenses and disbursements on request and (ii) to the extent
of each such Bank's pro rata share, to indemnify and save harmless the Agent
against and from any and all losses, obligations, penalties, actions, judgments
and suits and other costs, expenses and disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Agent,
other than as a consequence of gross negligence or willful misconduct on the
part of the Agent, arising out of or in connection with this Agreement, the
other Loan Documents or any other agreement, instrument or document in
connection herewith or therewith, or any request of the Required Banks,
including without limitation the reasonable costs, expenses and disbursements in
connection with defending itself against any claim or liability related to the
exercise or performance of any of its powers or duties under this Agreement, the
other Loan Documents, or any of the other agreements, instruments or documents
delivered in connection herewith or the taking of any action under or in
connection with any of the foregoing.

               12.9 Agent's Rights as a Bank. With respect to the commitments of
the Agent as a Bank hereunder, and any loans of the Agent to the Borrower under
this Agreement, the other Loan Documents and any other agreements, instruments
and documents delivered pursuant hereto, the Agent shall have the same rights
and powers, duties and obligations under this Agreement, the other Loan
Documents or other agreement, instrument or document as any Bank and may
exercise such rights and powers and shall perform such duties and fulfill such
obligations as though it were not the Agent. The Agent may accept deposits from,
lend money to, and generally engage, and continue to engage, in any kind of
business with the Borrower as if it were not the Agent.

               12.10 Payment to Banks. Promptly after receipt from the Borrower
of any principal repayment of any Loan, any interest due thereunder, and any
other interest or fees or other amounts due under any of the Loan Documents, the
Agent shall distribute to each Bank in immediately available funds that Bank's
Commitment Percentage of the funds so received, provided that in the event
payments are received by 11:00 a.m., Pittsburgh time, by the Agent with respect
to the Loans and such payments are not distributed to the Banks on the same day
received by the Agent, the Agent shall pay the Banks the Federal Funds Rate with
respect to the amount of such payments for each day held by the Agent and not
distributed to the Banks.

               12.11 Pro Rata Sharing. All interest and principal payments on
the Notes, the Closing Fee, all Commitment Fees and all Letter of Credit Fees
are to be divided pro rata among the Banks in accordance with their respective
Ratable Share. Any sums obtained from any Loan Party by any Bank by reason of
the exercise of its rights of setoff or banker's lien shall

                                       58
<PAGE>

be shared pro rata among the Banks. Nothing in this Section 12.11 shall be
deemed to require the sharing among the Banks of collections specifically
relating to any other indebtedness of any Loan Party to any Bank.

               12.12 Successor Agent. The Agent may resign as Agent upon ninety
(90) days' notice to the Banks and the Borrower. If such notice shall be given,
the Banks shall appoint a successor agent for the Banks, during such ninety (90)
day period, which successor agent shall, if no default under Section 9 has
occurred and is continuing, be consented to by the Borrower (which consent shall
not be unreasonably withheld), to serve as agent hereunder and under the several
documents. Following the occurrence and continuance of any default under Section
9, Borrower's consent shall not be required for appointment of a successor
Agent. If at the end of such ninety (90) day period the Banks have not appointed
such a successor, the Agent shall procure a successor reasonably satisfactory to
the Banks and the Borrower, to serve as agent for the Banks hereunder and under
the several documents. Any such successor agent shall succeed to the rights,
powers and duties of the Agent. Upon the appointment of such successor agent or
upon the expiration of such ninety (90) day period (or any longer period to
which the Agent has agreed), the former Agent's rights, powers and duties as
Agent shall be terminated, without any other or further act or deed on the part
of such former Agent or any of the parties to this Agreement. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 12.12
shall inure to the benefit of such retiring Agent as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.

               12.13 Amendments and Waivers. The Required Banks, or the Agent
with the consent in writing of the Required Banks, and the Borrower may, subject
to the provisions of this Section 12.13, from time to time enter into written
supplemental agreements to this Agreement and the other Loan Documents for the
purpose of adding or deleting any provisions or otherwise changing, varying or
waiving in any manner the rights of the Banks, the Agent or the obligor
thereunder or the conditions, provisions or terms thereof or waiving any event
of default thereunder or consenting to an action of the Borrower, but only to
the extent specified in such written agreements; provided, however, that no such
supplemental agreement shall, without the consent of all the Banks:

                    (i) waive any event of default by any Loan Party in any
payment of principal and/or interest due hereunder and under any of the Notes or
any Reimbursement Obligation or other amount due with respect to the Letters of
Credit;

                    (ii) reduce the amount or extend the scheduled date of
maturity of any Note or of any installment thereof, or reduce the stated rate of
interest or any Fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Bank's commitment to lend hereunder, in each case without the consent of the
Bank affected thereby;

                    (iii) amend the provisions of Section 12.6 or the percentage
specified in the definition of "Required Banks";

                                       59
<PAGE>

                    (iv) release any guarantor of the Indebtedness, any of the
Property from the Mortgage, any Security Agreement, any Pledge Agreement and/or
any Financing Statement or any other collateral described in any Security
Document, except as permitted in Section 6.1 above;

                    (v) increase the maximum principal amount of the Revolving
Credit;

                    (vi) permit any Loan Party to assign its rights or duties
hereunder or under any of the other Loan Documents; or

                    (vii) amend or waive the provisions of this Section 12.13;

Any such supplemental agreement shall apply equally to each of the Banks and
shall be binding upon the Borrower, the Banks, the Agent and all future holders
of the Notes. In the case of any waiver, the Borrower, the Banks and the Agent
shall be restored to their former positions and rights, and any event of default
hereunder or under the other Loan Documents waived shall be deemed to be cured
and not continuing, but no such waiver shall extend to any subsequent or other
event of default hereunder or under the other Loan Documents, or impair any
right consequent thereon.

               12.14 Agent's Fees. The Borrower shall pay to the Agent certain
fees under the terms of a letter between the Borrower and Agent, as amended from
time to time.

               12.15 Funding by Branch, Subsidiary or Affiliate.

                    (a) Notional Funding. Each Bank shall have the right from
time to time, without notice to the Borrower, to deem any branch, subsidiary or
affiliate (which for the purposes of this Section 12.15 shall mean any
corporation or association which is directly or indirectly controlled by or is
under direct or indirect common control with any corporation or association
which directly or indirectly controls such Bank) of such Bank to have made,
maintained or funded any Loan to which the Euro-Rate Option applies at any time,
provided that immediately following (on the assumption that a payment were then
due from the Borrower to such other office), and as a result of such change, the
Borrower would not be under any greater financial obligation pursuant to
Subsection 2.5(h) than they would have been in the absence of such change.
Notional funding offices may be selected by each Bank without regard to such
Bank's actual methods of making, maintaining or funding the Loans or any sources
of funding actually used by or available to such Bank.

                    (b) Actual Funding. Each Bank shall have the right from time
to time to make or maintain any Loan by arranging for a branch, subsidiary or
affiliate of such Bank to make or maintain such Loan subject to the last
sentence of this Subsection 12.15(b). If any Bank causes a branch, subsidiary or
affiliate to make or maintain any part of the Loans hereunder, all terms and
conditions of this Agreement shall, except where the context clearly requires
otherwise, be applicable to such part of the Loans to the same extent as if such
Loans were made or maintained by such Bank, but in no event shall any Bank's use
of such a branch, subsidiary or affiliate to make or maintain any part of the
Loans hereunder cause such Bank or such branch, subsidiary or affiliate to incur
any cost or expenses payable by the Borrower hereunder or require the Borrower
to pay any other compensation to any Bank (including any expenses incurred or
payable pursuant to Subsection 2.5(h)) which would otherwise not be incurred.

                                       60
<PAGE>


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       61
<PAGE>


          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Loan Agreement to be executed by their respective
officers as of the date first written above.

ATTEST:                                ATLAS PIPELINE PARTNERS, L.P., a
                                       Delaware limited partnership

                                       By: ATLAS PIPELINE PARTNERS GP,
                                           LLC, a Delaware limited liability
                                           company, its general partner

By:_________________________(SEAL)     By:__________________________(SEAL)

   Name:______________________            Name:________________________

Title:_______________________          Title:_________________________


                                       PNC BANK, NATIONAL ASSOCIATION, in
                                       its capacity as the Agent and as the
                                       Issuing Bank hereunder


                                       By:__________________________________

                                       Name:________________________________

                                       Title:_______________________________


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


                                       62
<PAGE>

          IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Bank has caused this Agreement by and among ATLAS PIPELINE PARTNERS,
L.P., the Banks party hereto, the Issuing Bank, PNC BANK, NATIONAL ASSOCIATION,
as the Agent to be executed by its duly authorized officers as of the date first
above written.

Initial Commitment: $5,000,000          PNC BANK, NATIONAL ASSOCIATION

Commitment Percentage:  50%
                                        By:________________________________

                                        Name:______________________________

                                        Title:_____________________________


Addresses for notice purposes:

PNC Bank, National Association
Agency Services
One PNC Plaza - 22nd Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention:        Lisa M. Pierce
Telephone:        (412) 762-9245
Telecopier:       (412) 762-8672

PNC Bank, National Association
Energy, Metals & Mining
One PNC Plaza - Third Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention:        Robert J. Tiskus
                  Assistant Vice President
Telephone:        (412) 762-9245
Telecopier:       (412) 762-2571

Address for Euro-Rate Loan Funding if different from above:

                  N/A
____________________________________________

Telephone:__________________________________

Telecopier:_________________________________

Telex:______________________________________


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


                                       63
<PAGE>

          IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Bank has caused this Agreement by and among ATLAS PIPELINE PARTNERS,
L.P., the Banks party hereto, the Issuing Bank, PNC BANK, NATIONAL ASSOCIATION,
as the Agent to be executed by its duly authorized officers as of the date first
above written.

Initial Commitment: $5,000,000           FIRST UNION NATIONAL BANK

Commitment Percentage:  50%
                                         By:__________________________________

                                         Name:________________________________

                                         Title:_______________________________


Addresses for notice purposes:

First Union National Bank
1001 Fannin Street, Suite 2255
Houston, Texas 77002
Attention:        Russell Clingman
Telephone:        (713) 346-2716
Telecopier:       (713) 650-6354

Address for Euro-Rate Loan Funding if different from above:


                  N/A
____________________________________________

Telephone:__________________________________

Telecopier:_________________________________

Telex:______________________________________



                                       64
<PAGE>

                                    EXHIBIT A

                          Form of Revolving Credit Note


<PAGE>


                                    EXHIBIT B

                    Form of Request for/Confirmation of Loan


<PAGE>


                                    EXHIBIT C

                               Guaranty Agreement


<PAGE>


                                    EXHIBIT D

                                    Mortgage


<PAGE>


                                    EXHIBIT E

                               Security Agreement


<PAGE>


                                    EXHIBIT F

                                Pledge Agreement


<PAGE>


                                    EXHIBIT G

                       Pledge Agreement (Atlas Operating)


<PAGE>


                                    EXHIBIT H

                       Pledge Agreement (General Partner)


<PAGE>


                                    EXHIBIT I

                    Collateral Assignment of Contract Rights


<PAGE>


                                    EXHIBIT J

                             Compliance Certificate


<PAGE>


                                    EXHIBIT K

                       Assignment and Assumption Agreement


<PAGE>


                                    EXHIBIT L

                  Intercreditor and Collateral Agency Agreement


<PAGE>


                                  SCHEDULE 3.2

                             Ownership/Subsidiaries

        (Issued and Outstanding Membership Units of the General Partner)

<TABLE>
<CAPTION>
Holder                          Percentage of Ownership
------                          -----------------------
<S>                             <C>

AIC, Inc.                       33.40% member interest of Atlas Pipeline Partners GP, LLC

Viking Resources Corp.          23.56% member interest of Atlas Pipeline Partners GP, LLC

Resource Energy, Inc.           20.24% member interest of Atlas Pipeline Partners GP, LLC

Atlas Energy Group, Inc.        10.21% member interest of Atlas Pipeline Partners GP, LLC

REI - NY, Inc.                  6.63% member interest of Atlas Pipeline Partners GP, LLC

Atlas Resources, Inc.           5.96% member interest of Atlas Pipeline Partners GP, LLC
</TABLE>


            (Ownership of Authorized Securities of the Subsidiaries)

Atlas Pipeline Partners, L.P. owns a 98.9899% limited partner interest in Atlas
Pipeline Operating Partnership, L.P.

Atlas Pipeline Partners GP, LLC owns a 1.0101% general partner interest in Atlas
Pipeline Operating Partnership, L.P.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline Ohio, LLC.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline Pennsylvania, LLC.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline New York, LLC.



<PAGE>


                                  SCHEDULE 3.5

                                   Litigation


                                      None.


<PAGE>


                                  SCHEDULE 6.2

                                 Existing Liens


                                      None.


</TEXT>
</DOCUMENT>
