Revolving Credit Agreement

Execution REVOLVING CREDIT AGREEMENT Dated as of July 26, 2006amongATLAS PIPELINE HOLDINGS, L.P.,
as Borrower ATLAS PIPELINE PARTNERS GP, LLC,
as Guarantor WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Issuing Bank andTHE LENDERS SIGNATORY HERETOBANK OF AMERICA, N.A.,
Syndication Agent CITIBANK TEXAS, N.A.,
KEYBANK NATIONAL ASSOCIATION,
and WELLS FARGO BANK, N.A.,
Co-Documentation Agents WACHOVIA CAPITAL MARKETS, LLC,
Sole Lead Arranger WACHOVIA CAPITAL MARKETS, LLC,
Sole Book Runner


TABLE OF CONTENTS Page ARTICLE I Definitions and Accounting Matters 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Accounting Terms and Determinations 15 ARTICLE II Commitments 15 Section 2.01 Loans and Letters of Credit 15 Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit 16 Section 2.03 Changes of Commitments 18 Section 2.04 Fees 18 Section 2.05 Several Obligations 19 Section 2.06 Notes 19 Section 2.07 Prepayments 19 Section 2.08 Assumption of Risks 19 Section 2.09 Obligation to Reimburse and to Prepay 20 Section 2.10 Lending Offices 21 ARTICLE III Payments of Principal and Interest 22 Section 3.01 Repayment of Loans 22 Section 3.02 Interest 22 ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc 23 Section 4.01 Payments 23 Section 4.02 Pro Rata Treatment 23 Section 4.03 Computations 23 Section 4.04 Non-receipt of Funds by the Administrative Agent 23 Section 4.05 Set-off, Sharing of Payments, Etc 24 Section 4.06 Taxes 25 ARTICLE V Capital Adequacy 27 Section 5.01 Additional Costs 27 Section 5.02 Limitation on LIBOR Loans 28 Section 5.03 Illegality 29 Section 5.04 Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03 29 Section 5.05 Compensation 29 ARTICLE VI Conditions Precedent 30 Section 6.01 Initial Funding 30 Section 6.02 Initial and Subsequent Loans and Letters of Credit 31 Section 6.03 Certain Loans and Letters of Credit 31 Section 6.04 Conditions Precedent for the Benefit of Lender 32

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Page Section 6.05 No Waiver 32 ARTICLE VII Representations and Warranties 32 Section 7.01 Corporate Existence 32 Section 7.02 Financial Condition 32 Section 7.03 Litigation 32 Section 7.04 No Breach 33 Section 7.05 Authority 33 Section 7.06 Approvals 33 Section 7.07 Use of Loans 33 Section 7.08 ERISA 33 Section 7.09 Taxes 34 Section 7.10 Titles, etc. 34 Section 7.11 No Material Misstatements 35 Section 7.12 Investment Company Act 35 Section 7.13 Capitalization of General Partner and Subsidiaries 35 Section 7.14 Location of Business and Offices 36 Section 7.15 Defaults under Material Agreements 36 Section 7.16 Environmental Matters 36 Section 7.17 Compliance with Laws 37 Section 7.18 Insurance 37 Section 7.19 Hedging Agreements 37 Section 7.20 Restriction on Liens 37 Section 7.21 Material Agreements 37 Section 7.22 Relationship of Obligors 38 Section 7.23 Solvency 38 ARTICLE VIII Affirmative Covenants 38 Section 8.01 Reporting Requirements 38 Section 8.02 Litigation 40 Section 8.03 Maintenance, Etc. 40 Section 8.04 Environmental Matters 41 Section 8.05 Further Assurances 41 Section 8.06 Performance of Obligations 41 Section 8.07 Title Curative 42 Section 8.08 Additional Collateral 42 Section 8.09 Subordination of Intercompany Debt 43 Section 8.10 Corporate Identity 43 Section 8.11 ERISA Information and Compliance 43 Section 8.12 Restricted/Unrestricted Subsidiaries 44 Section 8.13 Material Agreements 44 Section 8.14 Guaranties 44 ARTICLE IX Negative Covenants 45 Section 9.01 Debt 45 Section 9.02 Liens 45 Section 9.03 Investments, Loans and Advances 46 Section 9.04 Dividends, Distributions and Redemptions 47

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Page Section 9.05 Dispositions; Sales and Leasebacks 47 Section 9.06 Nature of Business 47 Section 9.07 Hedging Agreements 47 Section 9.08 Limitation on Leases 48 Section 9.09 Mergers, Etc. 48 Section 9.10 Proceeds of Notes and Letters of Credit 48 Section 9.11 ERISA Compliance 49 Section 9.12 Sale or Discount of Receivables 49 Section 9.13 Interest Expense Coverage Ratio 49 Section 9.14 Combined Leverage Ratio 49 Section 9.15 Leverage Ratio 49 Section 9.16 Environmental Matters 49 Section 9.17 Transactions with Affiliates 49 Section 9.18 Subsidiaries 49 Section 9.19 Negative Pledge Agreements 50 Section 9.20 Amendments to Material Agreements 50 Section 9.21 Accounting Changes 50 ARTICLE X Events of Default; Remedies 50 Section 10.01 Events of Default 50 Section 10.02 Remedies 52 Section 10.03 Distributions 52 ARTICLE XI The Administrative Agent 53 Section 11.01 Appointment, Powers and Immunities 53 Section 11.02 Reliance by Administrative Agent 53 Section 11.03 Defaults 54 Section 11.04 Rights as a Lender 54 Section 11.05 Indemnification 54 Section 11.06 Non-Reliance on Administrative Agent and other Lenders 54 Section 11.07 Action by Administrative Agent 55 Section 11.08 Resignation or Removal of Administrative Agent 55 Section 11.09 No Other Duties 55 Section 11.10 Collateral and Guaranty Matters 56 ARTICLE XII Miscellaneous 56 Section 12.01 Waiver 56 Section 12.02 Notices 56 Section 12.03 Payment of Expenses, Indemnities, etc. 56 Section 12.04 Amendments, Etc. 58 Section 12.05 Successors and Assigns 60 Section 12.06 Assignments and Participations 60 Section 12.07 Invalidity 62 Section 12.08 Counterparts 62 Section 12.09 References, Use of Word " Including" 62 Section 12.10 Survival 63 Section 12.11 Captions 63 Section 12.12 NO ORAL AGREEMENTS 63

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Page Section 12.13 GOVERNING LAW, SUBMISSION TO JURISDICTION 63 Section 12.14 USA PATRIOT Act Notice 64 Section 12.15 Interest 64 Section 12.16 Confidentiality 65 Exhibits Exhibit A Form of Revolver NoteExhibit B Form of Borrowing, Continuation and Conversion RequestExhibit C Form of Compliance CertificateExhibit D Security InstrumentsExhibit E Form of Assignment and AssumptionExhibit F Form of Consent to AssignmentExhibit G Form of Guaranty Schedules Schedule 2.01 Initial Maximum Revolver AmountsSchedule 6.01 Post-Closing RequirementsSchedule 7.03 LitigationSchedule 7.09 Tax ObligationsSchedule 7.10 TitleSchedule 7.13 Subsidiary InterestsSchedule 7.18 InsuranceSchedule 7.19 Hedging AgreementsSchedule 7.21 Material AgreementsSchedule 9.01 Debt

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REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT dated as of July 26, 2006, among ATLAS PIPELINE HOLDINGS, L.P., a Delaware limited partnership (the " Borrower" ); ATLAS PIPELINE PARTNERS GP, LLC, a Delaware limited liability company (" APL General Partner" ; the Borrower and the APL General Partner are collectively referred to herein as the " Initial Obligors" ); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a " Lender ," and collectively, the " Lenders" ); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the " Administrative Agent" ); WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, together with its successors in such capacity, the " Issuing Bank" ); and WACHOVIA CAPITAL MARKETS, LLC, as sole lead arranger (in such capacity, together with its successors in such capacity, the " Sole Lead Arranger" ). In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows: ARTICLE I
Definitions and Accounting Matters Section 1.01 Terms Defined Above . As used in this Agreement, the terms " Administrative Agent," " APL General Partner," " Borrower," " Initial Obligors," " Issuing Bank," " Lender," " Lenders," and " Sole Lead Arranger" and shall have the meanings indicated above. Section 1.02 Certain Defined Terms . As used herein, the following terms shall have the following meanings (all terms defined in this Article I or in other provisions of this Agreement in the singular to have equivalent meanings when used in the plural, and vice versa ): Additional Costs shall have the meaning assigned such term in Section 5.01(a) . Adjusted LIBOR shall mean, with respect to any LIBOR Loan, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to the quotient of (i) LIBOR for such Loan for the Interest Period for such Loan divided by (ii) 1 minus the Reserve Requirement for such Loan for such Interest Period. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affected Loans shall have the meaning assigned such term in Section 5.04 . Affiliate of any Person shall mean (i) any Person directly or indirectly controlled by, controlling or under common control with such first Person, (ii) any director or officer of such first Person or of any Person referred to in clause (i) above and (iii) if any Person in clause (i) above is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For purposes of this definition, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to


" control" (including, with its correlative meanings, " controlled by" and " under common control with" ) such corporation or other Person. Agreement shall mean this Revolving Credit Agreement, as the same may from time to time be further renewed, extended, amended, restated or supplemented. Aggregate Maximum Revolver Amount at any time shall equal the sum of the Maximum Revolver Amounts of the Lenders (Fifty Million Dollars ($50,000,000)), as the same may be reduced pursuant to Section 2.03(a) . Applicable Lending Office shall mean, for each Lender and for each Type of Loan, the lending office of such Lender (or an Affiliate of such Lender) designated for such Type of Loan on the signature pages hereof or such other offices of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained. Applicable Margin shall mean with respect to Loans, the applicable per annum percentage set forth at the appropriate intersection in the table shown below, based on the Leverage Ratio as in effect from time to time: Applicable Margin LIBOR Loans and Base Rate Leverage Ratio L/C Fees Loans Less than or equal to 1.50 to 1.00 2.25% 0.75% Greater than 1.50 to 1.00, but less than or equal to 2.50 to 1.00 2.50% 1.00% Greater than 2.50 to 1.00 2.75% 1.25% Each change in the Applicable Margin resulting from a change in the Leverage Ratio shall take effect on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 8.01(j) . However, if the Borrower fails to deliver a compliance certificate when required pursuant to Section 8.01(j) , then the Applicable Margin shall be set at the highest level until such date as the Borrower delivers such compliance certificate to the Administrative Agent. Approved Fund shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Assignment and Assumption shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent. Atlas shall mean Atlas America, Inc., a Delaware corporation.

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Atlas Direct Subsidiaries shall mean AIC, LLC., a Delaware limited liability company; ATLAS AMERICA, INC., a Pennsylvania corporation; ATLAS NOBLE, LLC., a Delaware limited liability company; ATLAS RESOURCES, LLC, a Pennsylvania limited liability company; ATLAS AMERICA MIDCONTINENT, INC., a Delaware corporation; VIKING RESOURCES, LLC, a Pennsylvania limited liability company; AED INVESTMENTS, INC., a Delaware corporation; RESOURCE ENERGY, LLC, a Delaware limited liability company and the General Partner. Atlas Pipeline Partners shall mean Atlas Pipeline Partners, L.P., a Delaware limited partnership. Atlas Pipeline Partners Credit Agreement shall mean the Revolving Credit and Term Loan Agreement dated as of April 14, 2005, as amended through June 29, 2006, among Atlas Pipeline Partners, certain of its subsidiaries party thereto, each of the lenders party thereto and Wachovia Bank, National Associates, as administrative agent. Availability shall mean, at any time, (i) the Lenders' aggregate Revolver Commitments, minus (ii) the sum of (a) the Effective Amount of all outstanding Loans and (b) the Effective Amount of all LC Exposure. Base Rate shall mean, with respect to any Base Rate Loan, for any day, a rate per annum equal to the higher of (i) the Federal Funds Rate for any such day plus 1 / 2 of 1% or (ii) the Prime Rate for such day. Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate. Base Rate Loans shall mean Loans that bear interest at rates based upon the Base Rate. Business Day shall mean any day other than a day on which commercial banks are authorized or required to close in Texas, North Carolina or New York and, where such term is used in the definition of " Quarterly Date" or if such day relates to a borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a LIBOR Loan or a notice by the Borrower with respect to any such borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in Dollar deposits are carried out in the London interbank market. Change in Control shall mean (i) except as permitted by clauses (iii)(c) and (iii)(d) hereof, 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, at any time subsequent to the date hereof, beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) ( provided however , that the beneficial ownership by Atlas or any Subsidiary thereof of 25% or more of the limited partnership interests of the Borrower or of the equity securities of General Partner shall not constitute a Change in Control); (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 individuals who were board members of Atlas on the first day of such period shall cease to constitute a majority of the board members of Atlas, or (iii) the occurrence of any of the following: (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 Wholly Owned Subsidiaries taken as a

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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 Lenders in their reasonable discretion, such acceptance not to be unreasonably withheld; (c) the General Partner ceases to own, directly or indirectly, at least 51% of the general partner interests of the Borrower, or the General Partner ceases to serve as the only general partner of the Borrower unless the General Partner is replaced by an affiliate of Atlas acceptable to the Lenders in their reasonable discretion, such acceptance not to be unreasonably withheld; or (d) Atlas and/or one or more of its directly or indirectly wholly-owned subsidiaries ceases to own at least 51% of the membership units of the General Partner. Closing Date shall mean the date upon which the conditions precedent for initial funding set forth in Section 6.01 are satisfied. Code shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute. Collateral shall mean the Property owned by the Obligors and which is subject to the Liens existing and to exist under the terms of the Security Instruments. Commitment shall mean for any Lender, its Revolver Commitment. Consent to Assignment shall mean, collectively, each Consent to Assignment substantially in the form of Exhibit F hereto by and between the Borrower, each counterparty to a Material Agreement that requires such counterparty' s consent to the pledge or assignment thereof in favor of the Administrative Agent, and the Administrative Agent. Consolidated EBITDA of the Borrower shall mean, for any period of four Fiscal Quarters, the sum of: (a) the product of four (4) times the amount of cash distributions payable with respect to the last Fiscal Quarter in such period by Atlas Pipeline Partners to the Obligors in respect of the common partnership units in Atlas Pipeline Partners to the extent actually received on or prior to the date the financial statements with respect to such Fiscal Quarter referred in the Section 9.14 are required to be delivered by the Borrower; provided that if the Obligors have acquired any common partnership units in Atlas Pipeline Partners at any time after the first day of such Fiscal Quarter, the determinations in this clause (a) shall be made giving pro forma effect to such acquisition as if such acquisition had occurred on the first day of the Fiscal Quarter; plus (b) the product of four (4) times the amount of cash distributions payable with respect to the last Fiscal Quarter in such period by Atlas Pipeline Partners to the Obligors in respect of the general partnership interests or incentive distribution rights to the extent actually received on or prior to the date the financial statements with respect to such Fiscal Quarter referred in the Section 9.14 are required to be delivered by the Borrower; plus

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(c) Consolidated Net Income of the Borrower and its Consolidated Subsidiaries for such four Fiscal Quarter period, plus (i) each of the following to the extent deducted in determining such Consolidated Net Income (A) all Consolidated Interest Expense, (B) all income taxes (including any franchise taxes to the extent based upon net income), (C) all depreciation and amortization (including amortization of good will and debt issue costs), and (D) any other non-cash charges or losses, minus (ii) each of the following (A) all non-cash items of income or gain which were included in determining such Consolidated Net Income, and (B) any cash payments made during such period in respect of items described in clause (i)(D) of this clause (c) subsequent to the fiscal quarter in which the relevant non-cash charges or losses were reflected as a charge in the statement of Consolidated Net Income; provided that the determinations in this clause (c) shall be made excluding the Unrestricted Entities. For the avoidance of doubt, the determinations in this clause (c) shall not include Consolidated Net Income attributable to distributions referred to in clause (a) or (b) of this definition. Consolidated Funded Debt shall mean, for any Person and its Consolidated Subsidiaries, the sum of the following (without duplication): (i) all obligations of such Person and its Consolidated Subsidiaries for borrowed money or evidenced by bonds, debentures, notes or other similar instruments (including principal, interest, fees and charges); (ii) all obligations of such Person and its Consolidated Subsidiaries (whether contingent or otherwise) in respect of bankers' acceptances, letters of credit, surety or other bonds and similar instruments; (iii) all obligations of such Person and its Consolidated Subsidiaries to pay the deferred purchase price of Property or services (other than for borrowed money); (iv) all obligations under leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases in respect of which such Person and its Consolidated Subsidiaries is liable (whether contingent or otherwise); (v) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person and its Consolidated Subsidiaries; (vi) any capital stock of such Person and its Consolidated Subsidiaries in which such Person has a mandatory obligation to redeem such stock; and (vii) all obligations of such Person under Hedging Agreements. Consolidated Interest Expense shall mean with respect to such Person and its Consolidated Subsidiaries, for any period, the aggregate cash interest payments made or required to be made for such Person and its Consolidated Subsidiaries on a consolidated basis for such period; provided, that (i) Consolidated Interest Expense for the fiscal quarter ending June 30, 2006 shall be calculated by annualizing the Consolidated Interest Expense for such fiscal quarter, (ii) Consolidated Interest Expense for the fiscal quarter ending September 30, 2006 shall be calculated by annualizing the Consolidated Interest Expense for such fiscal quarter and the previous fiscal quarter, and (iii) Consolidated Interest Expense for the fiscal quarter ending December 31, 2006 shall be calculated by annualizing the Consolidated Interest Expense for such fiscal quarter and the two (2) previous fiscal quarters. Consolidated Net Income shall mean, for any Person and any period, such Person' s and its Consolidated Subsidiaries' gross revenues for such period, minus such Person' s and its Consolidated Subsidiaries' expenses and other proper charges against income (including taxes on income to the extent imposed), determined on a Consolidated basis after eliminating earnings or losses attributable to outstanding minority interests and excluding the net earnings or losses of any Person, other than a subsidiary of such Person, in which such Person or any of its subsidiaries has an ownership interest. Consolidated Net Income shall not include (a) any gain or loss from the sale of assets other than in the ordinary course of business, (b) any extraordinary gains or losses, or (c) any non-cash gains or losses resulting from mark to market activity as a result of SFAS 133. Consolidated Net Income of a Person for any period shall include any cash dividends and distributions actually received during such period from any Person, other than a subsidiary, in which such Person or any of its subsidiaries has an ownership interest.

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Consolidated Subsidiaries shall mean each Subsidiary of a Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP, provided , however , that, unless expressly specified otherwise, references to the Consolidated Subsidiaries of the Borrower shall not include the Unrestricted Entities. Debt shall mean, for any Person the sum of the following (without duplication): (i) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or other similar instruments (including principal, interest, fees and charges); (ii) all obligations of such Person (whether contingent or otherwise) in respect of bankers' acceptances, letters of credit, surety or other bonds and similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of Property or services (other than for borrowed money); (iv) all obligations under leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable (whether contingent or otherwise); (v) all obligations under operating leases which require such Person or its Affiliate to make payments over the term of such lease, including payments at termination, based on the purchase price or appraisal value of the Property subject to such lease plus a marginal interest rate, and used primarily as a financing vehicle for, or to monetize, such Property; (vi) all Debt (as described in the other clauses of this definition) and other obligations of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (vii) all Debt (as described in the other clauses of this definition) and other obligations of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the debtor or obligations of others; (viii) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (ix) obligations to gather or transport Hydrocarbons in consideration of advance payments; (x) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person; (xi) any capital stock of such Person in which such Person has a mandatory obligation to redeem such stock; (xii) any Debt of a Subsidiary for which such Person is liable either by agreement or because of a Governmental Requirement; and (xiii) all obligations of such Person under Hedging Agreements. Default shall mean an Event of Default or an event which with notice or lapse of applicable grace period or both would become an Event of Default. Defaulting Lender shall mean any Lender that (i) has failed to fund any portion of the Loans or Letter of Credit reimbursement obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. Disposition or Dispose shall mean the sale, transfer or other disposition (including any sale-leaseback transaction) of any property by any Person, other than the settlement or resolution of a claim that is unrelated to the collateral securing the Indebtedness. Dollars and $ shall mean lawful money of the United States of America. Effective Amount shall mean (i) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Loans and prepayments or repayments thereof occurring on such date under the Revolver Facility; and (ii) with respect to any outstanding LC Exposure on any date, the amount of such LC Exposure on such date after giving effect to any issuances of Letters of Credit occurring on such date and any other changes in the aggregate amount of the LC Exposure as of such date, including as a result of any reimbursements of drawings under any Letters of Credit or any

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reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. Eligible Assignee shall mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural Person) approved by (a) the Administrative Agent and the Issuing Bank, and (b) unless a Default or Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the foregoing, " Eligible Assignee" shall not include the Borrower or any of the Borrower' s Affiliates or Subsidiaries. Environmental Laws shall mean any and all Governmental Requirements pertaining to health or the environment in effect in any and all jurisdictions in which any Obligor or any Subsidiary is conducting or at any time has conducted business, or where any Property of any Obligor or any Subsidiar ...