CONSENT, LIMITED WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Consent, Limited Waiver, and First Amendment to Amended and Restated Credit Agreement (this " Amendment ") is dated as of October 6, 2006, by and among ATLAS AMERICA, INC., a Delaware corporation (the “ Borrower ”); AIC, LLC, a Delaware limited liability company (f/k/a AIC, Inc.) (“ AIC ”); ATLAS AMERICA, INC., a Pennsylvania corporation (“ Atlas PA ”); ATLAS AMERICA MID-CONTINENT, INC., a Delaware corporation (“ Atlas Mid-Continent ”);   ATLAS ENERGY OHIO, LLC, an Ohio limited liability company (f/k/a Atlas Energy Corporation) (“ AEC ”); ATLAS NOBLE LLC, a Delaware limited liability company (f/k/a Atlas Noble Corp.) (“ Atlas Noble ”); ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (“ Atlas Resources ”); REI-NY, LLC., a Delaware limited liability company (f/k/a REI-NY, Inc.) (“ REI ”); RESOURCE ENERGY, LLC, a Delaware limited liability company (f/k/a Resource Energy, Inc.) (“ Resource Energy ”); RESOURCE WELL SERVICES, LLC, a Delaware limited liability company (f/k/a Resource Well Services, Inc.) (“ RWS ”);   and VIKING RESOURCES, LLC, a Pennsylvania limited liability company (f/k/a Viking Resources Corporation) (“ Viking ”) (AEC, AIC, Atlas Mid-Continent, Atlas Noble, Atlas PA, Atlas Resources, REI, Resource Energy, RWS, and Viking collectively, the “ Guarantors ”; the Borrower and the Guarantors collectively, the “ Obligors ”); each of the lenders that is a signatory hereto (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 ”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, together with its successors in such capacity, the “ Issuing Bank ”).

A.   The parties hereto are parties to that certain Amended and Restated Credit Agreement dated as of April 27, 2006 (as it may be renewed, extended, amended, or restated from time to time, the “ Credit Agreement ”).

B.   Borrower has requested that the Lenders amend the Credit Agreement as provided herein, and the Lenders have agreed to do so, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound, the parties agree as follows:

SECTION 1.   Terms Defined in Amendment . As used in this Amendment, except as may otherwise be provided herein, all capitalized terms which are defined in the Credit Agreement shall have the same meaning herein as therein, all of such terms and their definitions being incorporated herein by reference. Unless otherwise indicated herein, all capitalized and undefined terms used herein shall have the same meanings as set forth in the Credit Agreement.

SECTION 2.   Amendments to Credit Agreement . Subject to the conditions precedent set forth in Section 5 hereof, the Credit Agreement is amended as follows:

(a)    The definition of “ Borrowing Base Period ” is amended in its entirety to read as follows:

“ Borrowing Base Period shall mean: (i) the period from the Closing Date until June 14, 2006; (ii) the period from June 15, 2006, until December 14, 2006; (iii) the period from December 15, 2006, until March 14, 2007; and (iv) each six-month period commencing each March 15 and September 15 thereafter.”

(b)   Section 7.14 of the Credit Agreement (Partnership Interests) is amended in its entirety to read as follows:

           “Partnership Interests

Obligors own the percentage general partner and limited partner interests in the Partnerships set forth on Schedule 7.14 . None of the Obligors own any interest in any partnership or other Special Entity other than the Special Entities listed on Schedule 7.15 and the Partnerships. The Obligors’ ownership interests in the Partnerships are free and clear of any and all liens, claims and encumbrances including any preferential rights to purchase and consents to assignments.”

(c)   Section 7.15 of the Credit Agreement (Capitalization and Subsidiaries) is amended in its entirety to read as follows:

                “Capitalization and Subsidiaries

The amount and type of the authorized securities of each of the entities listed on Schedule 7.15 are accurately described thereon, and all such securities that are issued and outstanding have been validly issued and are fully paid and nonassessable and are owned by and issued to the Person listed as their owner on Schedule 7.15 . Except for the Persons set forth on Schedule 7.15 , neither Borrower nor any Guarantor owns directly or indirectly any capital stock of any other Person other than the Partnerships. Borrower and each Guarantor has good and marketable title to all the securities of the Subsidiaries (except for the Unrestricted Entities) 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.”

(d)   Section 7.21 of the Credit Agreement (Hedging Agreements) is amended by adding the following sentence to the end thereof:

“Borrower is the only Person authorized to enter into Hedging Agreements on behalf of the Obligors and the Partnerships, and no other Obligor or Partnership currently does (or will in the future) enter into any Hedging Agreement on its own behalf.”

(e)   Section 8.01 of the Credit Agreement (Reporting Requirements) is amended by replacing clause (h) thereof with the following:

“(h)   Hedging Agreements . As soon as available and in any event within fifteen Business Days after the last day of each fiscal quarter, (i) a report, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter 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 Obligors, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.21 , any margin required or supplied under any credit support document, and the counter party to each such agreement, and (ii) a hedging compliance report in form and substance satisfactory to Administrative Agent.”

(f)   Section 8.07(a) of the Credit Agreement (Engineering Reports) is amended in its entirety to read as follows:

“(a) (i) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around June 15, 2006, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report.

(ii) The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent.

(iii) The Reserve Reports delivered in connection with the June 15, 2006 Scheduled Borrowing Base Redetermination, the December 15, 2006 Scheduled Borrowing Base Redetermination, and each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Report.”

(g)   Section 9.02(a)   of the Credit Agreement (Hedging Agreements) is amended in its entirety to read as follows:

“(a) Hedging Agreements entered into by the Borrower with the purpose and effect of fixing prices on oil and/or gas expected to be produced by the Obligors and the Partnerships, provided that at all times: (i) no such contract shall be for speculative purposes; (ii) no such contract shall be entered into by the Borrower on behalf of another Person, except where Borrower has the contractual authority to enter into such Hedging Agreement on behalf of such Person and the obligations under such Hedging Agreement are fully recourse to such Person, (iii) no such contract when aggregated with all Hedging Agreements entered into by the Borrower, shall be for nominal volumes in excess of 85% of the total Oil and Gas attributable to the Obligors and Partnerships estimated to be produced in any month from the Oil and Gas Properties classified as proved reserves on the most recent Reserve Report(s) covering such Properties; (iv) the agreements documenting such Hedging Agreements do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (v) each such contract shall be with the Administrative Agent, or any of the Lenders or their Affiliates, or with a counterparty or have a guarantor of the obligation of the counterparty who, at the time the contract is made, has long-term obligations rated AA or Aa2 or better, respectively, by Standard & Poor’s Corporation or Moody’s Investors Services, Inc. (or a successor credit rating agency).”

(b)   The limited waiver granted in Section 3(a) above is not intended to indicate an intent to establish any course of dealing among the Administrative Agent, Lenders and Borrowers with regard to future waivers that may be requested. The granting of such limited waiver should not be construed as an indication that the Administrative Agent or Lenders would be willing to agree to any further or future waivers, any modifications to any of the terms of the Credit Agreement or other Loan Documents.

SECTION 4.   Consent . The Administrative Agent and the Lenders hereby consent to Borrower changing its fiscal year end to December 31 of each year, notwithstanding the prohibition of such change set forth in Section 9.22 of the Credit Agreement.

SECTION 5.   Effective Date . This Amendment shall be binding and effective as of October 6, 2006, on all parties to the Credit Agreement (the Effective Date ”), subject to the satisfaction of the following conditions precedent:

(a)   receipt of sufficient counterparts of this Amendment executed and delivered to Administrative Agent by each Obligor, Administrative Agent, and Majority Lenders; and

(b)   receipt of all fees and expenses due and payable by the Obligors hereunder.

SECTION 6.   Representations and Warranties of Obligors . Each of the Obligors represents and warrants to Administrative Agent and Lenders, with full knowledge that Administrative Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows:

(a)   Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken.

(b)   The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms.

(c)   This Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which Borrower is subject. Obligors’ execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment.

(d)   The execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof.

(e)   No Default or Event of Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, except to the extent such representations and warranties are expressly limited to an earlier date, and other than those which have been disclosed to Administrative Agent and Lenders in writing.

(f)   Nothing in this Section 6 of this Amendment is intended to amend any of the representations or warranties contained in the Credit Agreement or of the Loan Documents to which any Obligor is a party.

SECTION 7.   Reference to and Effect on the Agreement .

(a)   On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

(b)   Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 8.   Cost, Expenses and Taxes . Borrower agrees to pay on demand a