PROMISSORY NOTE

Exhibit 10.3

PROMISSORY NOTE

Dated as of June 1, 2009

By

Atlas Pipeline Holdings, L.P.,

the Issuer,

Issued to

Atlas America, Inc.,

the Holder

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, TO THE EXTENT REASONABLY REQUESTED BY THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE.

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED IN RIGHT OF PAYMENT TO ALL INDEBTEDNESS UNDER AND AS DEFINED IN THAT CERTAIN REVOLVING CREDIT AGREEMENT DATED AS OF JULY 26, 2006, AS AMENDED, AMONG THE ISSUER, ATLAS PIPELINE PARTNERS GP, LLC, THE FINANCIAL INSTITUTIONS PARTY THERETO AS SENIOR CREDITORS, AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT (IN SUCH CAPACITY, THE “ADMINISTRATIVE AGENT”). THE SUBORDINATION OF THIS NOTE IS MADE PURSUANT TO, AND IS SUBJECT TO THE PROVISIONS OF, THE GUARANTY, SUBORDINATION AND CASH COLLATERAL AGREEMENT DATED AS OF JUNE 1, 2009 BETWEEN THE HOLDER AND THE ADMINISTRATIVE AGENT.

ATLAS PIPELINE HOLDINGS, L.P.

Promissory Note

Atlas Pipeline Holdings, L.P., a Delaware limited partnership (the “ Issuer ”), hereby unconditionally promises to pay to the order of Atlas America, Inc., a Delaware corporation (including assigns, the “ Holder ”), the principal amount of FIFTEEN MILLION U.S. Dollars (U.S. $15,000,000), as such amount may be increased or decreased according to the terms hereof, together with interest from the date hereof on the unpaid principal balances as set forth herein until the principal amount is paid in full at the rate or rates of interest set forth herein. The principal amount of this Note is payable in full on the Maturity Date. Certain capitalized terms used herein without definition shall have the meanings assigned to them in Article 7 hereof. This Note is issued in accordance with and subject to the following terms and conditions:

ARTICLE I

PRINCIPAL AND INTEREST

Section 1.1. Principal and Interest .

(a) On the Maturity Date, the Issuer shall pay to the order of the Holder an amount equal to the aggregate principal amount of this Note outstanding on the Maturity Date, plus accrued and unpaid interest thereon.

(b) Interest shall be payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1 after the issuance of this Note (the “ Interest Payment Dates ”). Interest shall accrue on the unpaid principal amount of this Note at the rate of 12%  per annum (the “ Applicable Rate ”) from the Closing Date, or from the most recent Quarterly Date for which the applicable interest payment has been made, until the principal amount of this Note is paid in full; provided that, prior to the Maturity Date, interest shall be payable entirely by accruing such interest and adding it to the principal amount of this Note on the applicable Interest Payment Date (“ PIK Interest ”). Interest on this Note shall be computed on the basis of a 360-day year composed of twelve
30-day months.

(c) If a date for payment of principal or interest is a not on a Business Day, payment shall be made on the next succeeding day that is a Business Day, and interest shall accrue for the intervening period.

(d) The Issuer will pay principal and interest (other than any PIK Interest, which shall be payable as set forth in
Section 1.1(a) ) in money of the United States that at the time of payment is legal tender for payment of public and private debts in immediately available funds (without any counterclaim, setoff, recoupment or deduction whatsoever, and free and clear of, and without any withholding or deduction for or on account of, any present or future taxes, levies, imports, duties, charges or fees of any nature) and by wire transfer to a U.S. dollar account maintained by the Holder with a bank in the United States designated in writing by the Holder. All payments of interest and principal in respect of this Note shall be made on the due date thereof no later than 3:00 p.m., New York, New York time. Any payment received by the Holder after 3:00 p.m., New York, New York time, on any day, will be deemed to have been received on the following Business Day.

(e) The Issuer agrees that, to the extent the Issuer makes a payment or payments hereunder which payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or its successors under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the obligations, or part thereof, under this Note that have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction or satisfaction.

(f) To the extent lawful, the Issuer shall pay interest on (i) overdue principal and (ii) overdue installments (without regard to any applicable grace period or payment blockage) of interest, in each case at a rate equal to the Applicable Rate plus 2%  per annum , compounded quarterly.

ARTICLE II

TAXES

Section 2.1. Payments Free and Clear . Any and all payments by the Issuer hereunder shall be made, in accordance with Section 1.1(d) , free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Holder, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Holder is a citizen or resident, (ii) the jurisdiction (or any political subdivision thereof) in which the Holder is organized, or (iii) any jurisdiction (or political subdivision thereof) in which the Holder is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes ”). If the Issuer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Holder, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.1) the Holder shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Issuer shall make such deductions and (iii) the Issuer shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.

Section 2.2. Other Taxes . In addition, to the fullest extent permitted by applicable law, the Issuer agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Note (hereinafter referred to as “ Other Taxes ”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants to the Holder that:

Section 3.1. Corporate Existence . The Issuer: (i) is a limited partnership duly organized, formed, legally existing and in good standing under the laws of the jurisdiction of its formation; (ii) has all requisite organizational power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.

Section 3.2. Financial Condition . The audited consolidated balance sheet of the Issuer and its Consolidated Subsidiaries as at December 31, 2008, the related consolidated statement of income, partners’ equity and cash flow of the Issuer and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case including, on a consolidated basis, Atlas Pipeline Partners and its consolidated subsidiaries, heretofore furnished to the Holder, are complete and correct and fairly present the consolidated financial condition of the Issuer and its Consolidated Subsidiaries including, on a consolidated basis, Atlas Pipeline Partners and its consolidated subsidiaries, as at said date and the results of its operations for the fiscal year on said date, all in accordance with GAAP, as applied on a consistent basis. Except as reflected or referred to in such Financial Statements or the unaudited financial statements of the Issuer as at March 31, 2009, neither the Issuer, nor APL General Partner, nor any Subsidiary of the Issuer has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long term commitments or unrealized or anticipated losses from any unfavorable commitments. Since the date of the Financial Statements, neither the business nor the Properties of the Issuer, or any Subsidiary, including Atlas Pipeline Partners and its consolidated subsidiaries, have been materially and adversely affected.

Section 3.3. Litigation . There is no litigation, legal, administrative or arbitral proceeding, investigation or other action of any nature pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer or any Subsidiary which involves the possibility of any judgment or liability against the Issuer or any Subsidiary not fully covered by insurance (except for normal deductibles), and which would have a Material Adverse Effect.

Section 3.4. No Breach . Neither the execution and delivery of this Note, nor compliance with the terms and provisions hereof, will conflict with or result in a breach of, or require any consent which has not been obtained as of the Closing Date under, the respective charter, limited partnership agreement, articles of organization or by-laws of the Issuer or any Subsidiary, or any Governmental Requirement, or any agreement or instrument to which the Issuer or any Subsidiary is a party or by which it is bound or to which it or its Properties are subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or assets of the Issuer or any Subsidiary pursuant to the terms of any such agreement or instrument.

Section 3.5. Authority . The Issuer has all necessary organizational power and authority to execute, deliver and perform its obligations under this Note; and the execution, delivery and performance by the Issuer of the Note have been duly authorized by all necessary organizational action on its part; and the Note constitutes the legal, valid and binding obligations of the Issuer, enforceable in accordance with its terms.

Section 3.6. Approvals . No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other Person are necessary for the execution, delivery or performance by the Issuer of the Note or for the validity or enforceability thereof.

Section 3.7. Use of Proceeds . The proceeds of the Note shall be used to repay Indebtedness (as defined in the Credit Agreement) outstanding under the Credit Agreement. The Issuer is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Margin Regulations) and no part of the proceeds of the Note will be used to buy or carry any margin stock.

Section 3.8. ERISA .

(a) The Issuer, each Subsidiary and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan.

(b) Each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code.

(c) No act, omission or transaction has occurred which could result in imposition on the Issuer, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to section 502(c), (i) or (1) of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA.

(d) No contingent obligations remain due to the termination of any Plan (other than a defined contribution plan) or any trust created under any such Plan since September 2, 1974. The only Plan that has been terminated was for The Atlas Group, Inc. No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Issuer, any Subsidiary or any ERISA Affiliate has been or is expected by the Issuer, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred.

(e) Full payment when due has been made of all amounts which the Issuer, any Subsidiary or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan, and no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan.

(f) The actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, as of the end of the Issuer’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA.

(g) None of the Issuer, any Subsidiary or any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(l) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Issuer, a Subsidiary or any ERISA Affiliate in its sole discretion at any time without any material liability.

(h) None of the Issuer, any Subsidiary or any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the preceding six calendar years, sponsored, maintained or contributed to, any Multiemployer Plan.

(i) None of the Issuer, any Subsidiary or any ERISA Affiliate is required to provide security under section 401 (a)(29) of the Code due to a Plan amendment that results in an increase in current liability for the Plan.

Section 3.9. Taxes . Except as set forth on Schedule 3.09, the Issuer and its Subsidiaries have filed all United States federal income tax returns and all other tax returns which are required to be filed by them, or otherwise obtained appropriate extensions to file, and have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Issuer or any Subsidiary, except such taxes that are being contested in good faith by appropriate proceedings and for which the Issuer or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Issuer and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Issuer, adequate. No tax lien has been filed and, to the knowledge of the Issuer, no claim is being asserted with respect to any such tax, fee or other charge.

Section 3.10. Titles, etc . Except as otherwise set forth on Schedule 3.10:

(a) The Issuer has good, sufficient and clear title to its material Properties, free and clear of all adverse possession or abandonment claims and Liens, except Excepted Liens.

(b) All leases, rights of way, permits, licenses and agreements necessary for the conduct of the business of the Issuer are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease rights of way, permits, licenses, which would affect in any material respect the conduct of the business of the Issuer.

(c) The rights, Properties and other assets presently owned, leased or licensed by the Issuer, including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Issuer to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date.

(d) All of the assets and Properties of the Issuer which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Section 3.11. No Material Misstatements . To the Issuer’s knowledge, (i) no written information, statement, exhibit, certificate, document or report (not including financial projections referred to in clause (ii)) furnished to the Holder in connection with the negotiation of this Note contains any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statement contained therein not materially misleading in the light of the circumstances in which made and (ii) all financial projections concerning the Issuer and its Subsidiaries furnished to the Holder have been prepared in good faith based upon reasonable assumptions. There is no fact peculiar to the Issuer which has a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Note or the other documents, certificates and statements furnished to the Holder by or on behalf of the Issuer prior to, or on, the Closing Date in connection with the transactions contemplated hereby.

Section 3.12. Investment Company Act . The Issuer is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.13. Capitalization of General Partner and Subsidiaries .

(a) To the Issuer’s knowledge, 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 3.13 attached hereto.

(b) Neither the Issuer nor any Subsidiary of the Issuer owns directly or indirectly any capital stock, membership interest or partnership interest of any other Person, other than the Issuer’s ownership of the Subsidiaries described on Schedule 3.13. The Issuer and each Subsidiary of the Issuer has good and marketable title to all 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 and ownership of the Subsidiaries of the Issuer is as shown on Schedule 3.13 attached hereto and made a part hereof. There are no Subsidiaries of the Issuer other than as disclosed on Schedule 3.13.

Section 3.14. Location of Business and Offices . The Issuer’s principal place of business and chief executive offices are located at the address stated on the signature page of this Note.

Section 3.15. Defaults under Material Agreements . The Issuer is not in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default under any Material Agreement to which the Issuer or any Subsidiary is a party or by which the Issuer or any Subsidiary is bound. No Default hereunder has occurred and is continuing.

Section 3.16. Environmental Matters . Except as would not have a Material Adverse Effect (or with respect to clauses (c), (d) and (e) below, where the failure to take such actions would not have a Material Adverse Effect):

(a) Neither any Property of the Issuer or its Subsidiaries nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws;

(b) Without limitation of clause (a) above, no Property of the Issuer or its Subsidiaries nor the operations currently conducted thereon or, to the best knowledge of the Company, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws;

(c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of the Issuer or any of its Subsidiaries, including without limitation past or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and the Issuer and its Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations;

(d) All hazardous substances, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of the Issuer or its Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of the Issuer, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws;

(e) The Issuer and its Subsidiaries have taken all steps reasonably necessary to determine and have determined that no hazardous substances, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any Property of the Issuer or its Subsidiaries except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment; and

(f) None of the Issuer or its Subsidiaries has any known contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

Section 3.17. Compliance with Laws . None of the Issuer or its Subsidiaries has violated any Governmental Requirement or failed to obtain any license, permit, franchise or other governmental authorization necessary for the ownership of any of its Properties or the conduct of its business, which violation or failure would have (in the event such violation or failure were asserted by any Person through appropriate action) a Material Adverse Effect. Except for such acts or failures to act as would not have a Material Adverse Effect, the Properties of the Issuer (and properties unitized therewith) have been maintained, operated and developed in a good and workmanlike manner and in conformity with all applicable laws and all rules, regulations and orders of all duly constituted authorities having jurisdiction and in conformity with the provisions of all leases, subleases or other contracts comprising a part of and forming a part of the Properties.

Section 3.18. Insurance . Schedule 3.18 attached hereto contains an accurate and complete description of all material policies of fire, liability, workers’ compensation and other forms of insurance owned or held by the Issuer. All such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the date of the closing have been paid, and no notice of cancellation or termination has been received with respect to any such policy. Such policies are sufficient for compliance with all requirements of law and of all agreements to which the Issuer is a party; are valid, outstanding and enforceable policies; provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of the Issuer; will remain in full force and effect through the respective dates set forth in Schedule 3.18

without the payment of additional premiums; and will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Schedule 3.18 identifies all material risks, if any, which the Issuer and its general partner or sole member has designated as being self-insured. The Issuer has not been refused any insurance with respect to its assets or operations, nor has its coverage been limited below usual and customary policy limits, by an insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the last three years.

Section 3.19. Hedging Agreements . Schedule 3.19 sets forth, as of the Closing Date, a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of the Issuer, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied), and the counter party to each such agreement.

Section 3.20. Restrictions on Liens . The Issuer is not a party to any agreement or arrangement (other than this Note, the Credit Agreement and the security instruments executed pursuant to the Credit Agreement), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to other Persons on or in respect of their respective assets or Properties.

Section 3.21. Material Agreements . Set forth on Schedule 3.21 is a complete list of all agreements, indentures, purchase agreements, obligations in respect of letters of credit, guarantees, partnership agreements, limited liability company agreements, other organizational documents, joint venture agreements, and other instruments that (i) are material to the Issuer’s business, activities, and operation or ownership of the Issuer’s Property in effect or to be in effect as of the Closing Date (other than the Hedging Agreements set forth on Schedule 3.19) or (ii) provide for, evidence, secure or otherwise relate to any Debt of the Issuer and all obligations of the Issuer to issuers of surety or appeal bonds issued for account of the Issuer (the agreements referenced in clauses (i) and (ii) hereto, collectively, the “ Material Agreements ”). Upon request by the Holder, the Issuer shall deliver, or caused to be delivered, to the Holder a complete and correct copy of all such Material Agreements.

Section 3.22. Solvency . The Issuer and its Subsidiaries individually and on a consolidated basis are not insolvent as such term is used and defined in the United States Bankruptcy Code.

ARTICLE IV

AFFIRMATIVE COVENANTS

The Issuer covenants and agrees that, until payment in full of all amounts due and payable by the Issuer hereunder:

Section 4.1. Reporting Requirements . The Issuer shall deliver, or shall cause to be delivered, to the Holder (it being agreed that the Issuer shall not be obligated to deliver the items specified in Section 4.1(a) or 4.1(b) if such items are included in a public filing with the SEC on or prior to the date that such items would otherwise be required to be delivered under this Note):

(a) Annual Financial Statements . As soon as available and in any event within ten (10) days after the Issuer is required to file the same with the SEC, the audited consolidated and consolidating statements of income, partners’ equity, changes in financial position and cash flow for each of the Issuer and its Consolidated Subsidiaries for such fiscal year, and the related consolidated and consolidating balance sheets of the Issuer and its Consolidated Subsidiaries as at the end of such fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the related opinion of independent public accountants of recognized national standing acceptable to the Holder which opinion shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations of the Issuer and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements have been prepared in accordance with GAAP, except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not contain a “going concern” or like qualification or exception, but shall contain a certification stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default; provided, however , references in this Section 4.1(a) and in Section 4.1(b) to Consolidated Subsidiaries shall include, on a Consolidated basis, Atlas Pipeline Partners and its Consolidated Subsidiaries.

(b) Quarterly Financial Statements . As soon as available and in any event within twenty-five (25) days after any the Issuer is required to file the same with the SEC, for of each of the first three fiscal quarterly periods of each of its fiscal year for the Issuer and its Consolidated Subsidiaries, consolidated and consolidating statements of income, partners’ equity, changes in financial position and cash flow of the Issuer and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated and consolidating balance sheets as at the end of such period, and setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations of the Issuer and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to normal year end audit adjustments).

(c) Notice of Default, Etc . Promptly after the Issuer knows that any Default or Event of Default has occurred, a notice of such Default or Event of Default, describing the same in reasonable detail and the action the Issuer proposes to take with respect thereto.

(d) Other Accounting Reports . Promptly upon receipt thereof, a copy of each other report or letter submitted to the Issuer by independent accountants in connection with any annual, interim or special audit made by them of the books of the Issuer and its Subsidiaries, and a copy of any response by the Issuer, or the general partner or sole member of the Issuer, to such letter or report.

(e) SEC Filings, Etc . Promptly upon its becoming available, each financial statement, report, notice or proxy statement sent by the Issuer to its unitholders generally and each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by the Issuer with or received by the Issuer in connection therewith from any securities exchange or the SEC or any successor agency.

(f) Hedging Agreements . As soon as available and in any event within fifteen (15) Business Days after the last day of each fiscal quarter, a report, in form and substance satisfactory to the Holder, setting forth as of the last Business Day of such fiscal quarter a true and complete list of all Hedging Agreements of the Issuer, the material terms thereof (including the type, term, effective date, termination date and notional amounts), the net mark to market value therefor, any new credit support agreements relating thereto not listed on Schedule 3.19, any margin required or supplied under any credit support document, and the counter party to each such agreement.

(g) Other Matters . From time to time such other information regarding the business, affairs or financial condition of the Issuer (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as the Holder may reasonably request.

(h) Compliance Certificate . The Issuer will furnish to the Holder, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate substantially in the form of Exhibit A executed by a Responsible Officer certifying as to the matters set forth therein and stating that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail).

Section 4.2. Litigation . The Issuer shall promptly give to the Holder notice of any litigation or proceeding against or adversely affecting the Issuer in which the amount claimed exceeds Five Hundred Thousand Dollars ($500,000) or an aggregate of claims in excess of One Million Dollars ($1,000,000) and is not otherwise covered in full by insurance (subject to normal and customary deductibles and for which the insurer has not assumed the defense), or in which injunctive or similar relief is sought. The Issuer will promptly notify the Holder of any claim, judgment, Lien or other encumbrance affecting any Property of the Holder or any Subsidiary if the value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed Five Hundred Thousand Dollars ($500,000) or an aggregate of such claims in excess of One Million Dollars ($1,000,000).

Section 4.3. Maintenance, Etc .

(a) Generally . Except as permitted under Section 5.09, the Issuer shall preserve and maintain its organization existence and all of its material rights, privileges and franchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which

penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; upon reasonable notice, permit representatives of the Holder, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Holder; and keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available.

(b) Proof of Insurance . Contemporaneously with the delivery of the financial statements required by Section 3.01(a) to be delivered for each year, the Issuer will furnish or cause to be furnished to the Holder a certificate of insurance coverage from the insurer in form and substance satisfactory to the Holder listing Holder as “loss payee” and “additional insured” and, if requested, will furnish the Holder copies of the applicable policies.

(c) Properties . The Issuer will cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its material Properties will be fully preserved and maintained, except to the extent that such failure would not have a Material Adverse Effect. The Issuer will promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all rentals, royalties, expenses and indebtedness accruing under the rights of way, licenses, leases or other agreements affecting or pertaining to its material Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the rights of way, deeds, leases, sub leases, contracts and agreements affecting its interests in its material Properties, (iii) will do all other things necessary to keep unimpaired, except for Liens described in Section 5.02, its rights with respect to its material Properties. The Issuer will operate its material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Section 4.4. Environmental Matters .

(a) Establishment of Procedures . The Issuer will establish and implement such procedures as may be reasonably necessary to continuously determine and assure that any failure of the following does not have a Material Adverse Effect: (i) all Property of the Issuer and the operations conducted thereon and other activities of the Issuer are in compliance with and do not violate the requirements of any Environmental Laws, (ii) no Hydrocarbons, hazardous substances or solid wastes are disposed of or otherwise released on or to any Property owned by any such party except in compliance with Environmental Laws, (iii) no hazardous substance will be released on or to any such Property in a quantity equal to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv) no oil, oil and gas exploration and production wastes or hazardous substance is released on or to any such Property so as to pose an imminent and substantial endangerment to public health or welfare or the environment.

(b) Notice of Action . The Issuer will promptly notify the Holder in writing of any threatened action, investigation or inquiry by any Governmental Authority of which the Issuer has knowledge in connection with any Environmental Laws, excluding routine testing and corrective action which might result in the Issuer or any Subsidiary being liable for the payment or performance of obligations in excess of Ten Thousand Dollars ($10,000) with respect to any such event or in excess of One Hundred Thousand Dollars ($100,000) in the aggregate with respect to all such events.

(c) Future Acquisitions . In the event environmental remediation costs in excess of Five Hundred Thousand Dollars ($500,000) are identified in respect of any acquisition of pipeline Properties or other material Properties, the Issuer will provide environmental audits and tests in form and scope as may be reasonably requested by the Holder (or as otherwise required to be obtained by the Holder by any Governmental Authority) in connection with such future acquisitions of pipeline Properties or other material Properties.

Section 4.5. Further Assurances . The Issuer will cure promptly any defects in the creation and issuance of this Note. The Issuer at its expense will promptly execute and deliver to the Holder upon request all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Issuer in this Note, or to correct any omissions in this Note, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith.

Section 4.6. Performance of Obligations . The Issuer will pay this Note according to the reading, tenor and effect thereof and will perform every act and discharge all of the obligations to be performed and discharged by it under this Note, at the time or times and in the manner specified.

Section 4.7. Title Curative . The Issuer shall cure, or cause to be cured, any title defects or exceptions which are not Excepted Liens.

Section 4.8. Corporate Identity . The Issuer shall (i) observe, and cause the General Partner to observe, all requirements, procedures and formalities necessary or advisable in order that the Issuer shall for all purposes be considered a validly existing entity separate and distinct from the General Partner, (ii) not permit any commingling of the assets of the General Partner, the Holder, or the Holder Direct Subsidiaries with assets of the Issuer or any of its Subsidiaries which would prevent such assets of such persons from being readily distinguished from the assets of the Issuer and its Subsidiaries and (iii) take reasonable and customary actions to ensure that creditors of the General Partner, the Holder or the Holder Direct Subsidiaries are aware that each such Person is an entity separate and distinct from the Issuer and its Subsidiaries.

Section 4.9. ERISA Information and Compliance . The Issuer will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Holder (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan

or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event or of any “ prohibited transaction ,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by a Responsible Officer specifying the nature thereof, what action the Issuer, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (iii) immediately upon receipt thereof, copies of any notice of the PBGCs intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Issuer will, and will cause each Subsidiary and ERISA Affiliate to, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a